UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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PayPal Holdings, Inc.

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2020 Annual Meeting of Stockholders and Proxy Statement

MESSAGE FROM OUR PRESIDENT AND CEO

Dear Stockholders,Colleagues, Customers, Colleagues,Partners and Partners:Stockholders:

This past yearFive years ago, we set out to create a new PayPal. What was another transformative year for PayPal. Our world is changing rapidly, and the political and economic landscape remains dynamic. The continuing digitization of cash and the global proliferation of mobile technologies are redefining the face of commerce, and creating new opportunities to connect, to share, to shop, and to sell. And yet too many of our global citizens are being left behind. Despite the inherent advantages of the digital economy, it is clear that the benefits of technology are not being equally distributed across society.

While we are making demonstrable progress in many areas, approximately 1.7 billion people are unbanked and even more are underserved by the traditional financial system. Numbers like these make it clear that PayPal’s mission is more relevant than ever. We must innovate and use technology to democratizeonce a checkout button has been transformed into a financial services and commerce platform driven by a mission to help as many peoplemerchants and businesses as possibleconsumers join and thrive in the digitalglobal economy. This isWe have a bold vision for the unifying vision behind everything we do.

Our opportunity to help the underserved, and drive the next erafuture of commerce is immense. Consumers aroundwith the world demandcapabilities and deserve more convenient, accessible,resources to execute on our ambitious goals.

As a company and affordable financial services. Merchantsas a community, the past year was a period of all shapes, sizes,meaningful progress in advancing our mission and industries are looking for ways to get closer to their customers, maximize the opportunities presented by digital commerce, and compete successfully in this new era.

becoming a truly great company. I’m pleased to share with you some of PayPal’s 2019 accomplishments.

Investing in Our Employees

                    PayPal President and CEO Dan Schulman visited employees in Omaha, Nebraska to discuss the progress PayPal has made this year. We continuecompany’s recently                    implemented programs to transform our business, and I am proudsupport the financial health of what we have achieved for our stockholders, our customers, our colleagues, and our partners. We intend to move forward with focus, energy, and purpose to fulfill PayPal’s potential as the world’s leader in digital payments.its employees.

Transforming PayPal into an Open Digital Platform

OneOur employees are one of our primary goals iscompany’s greatest competitive advantages. It was the highlight of my year to makeannounce that PayPal would launch a comprehensive program to help our employees feel more financially secure. We raised wages where appropriate, lowered the de facto operating systemcost of healthcare for mobilesome employees by an average of 58%, enhanced our benefits and digital commerce aroundgave every employee an ownership stake in PayPal by granting equity awards – regardless of level, location or tenure. We also are providing employees with new tools and resources to help guide their long-term financial planning and decisions. These steps were important to ensure that everyone at PayPal feels the world,same sense of accountability, responsibility and passion for serving the entire payments ecosystem, and creating value for all ofour customers.

Investing in our employees will help us better serve our customers and partners.ultimately drive long-term value. It’s been amazing to see the worldwide employee reception to this initiative. In 2020 and beyond, we’ll continue building on these initiatives and challenging other members of the business community to consider the obligations we all have to our employees.

We are committed to continued investment in the security of our platform to keep our products and services as safe and secure as possible, which strengthens our ability to navigate an increasingly complex world where cyberattacks are growing more sophisticated and regulatory requirements are continually evolving.

Driving Record Results with Strong Growth and Engagement to Achieve Record Results

We had aAcross our business we delivered another strong year of financial performance. For the year, we delivered $17.8 billion in revenue, growing 19% on anFX-neutral basis⁽¹⁾, adjusted for our 2018 driving record-breakingcredit receivables sale to Synchrony⁽²⁾. Our strong revenue growth, across a number of key metrics.combined with disciplined expense management, enabled 28% year-over-year growth in ournon-GAAP earnings per share to $3.10⁽³⁾. We set new benchmarks for revenue, net new active accounts, and engagement across our platform.

A high point in 2018 was our net new active number, which reachedended the year with a record of 39 million net new active accounts for the year. We exited 2018 with 267305 million active accounts on our platform, with approximately 246 million consumers shopping at more than 21including 24 million merchant accounts. Engagement grew by 10% to an average of 40.6 transactions per active account.

Redefining Our Market Opportunity

In 2019, we significantly expanded our total addressable market with the acquisition of Guofubao Information Technology Co., Ltd. (GoPay) and the announcement of our acquisition of Honey Science Corporation, and our commercial partnerships with Uber and MercadoLibre.

The addition of Honey to our platform enables a significant step forward in our commitment to provide powerful services and tools for merchants and consumers, move beyond our core checkout proposition and significantly enhance the shopping experience for our customers.

With the acquisition of GoPay, PayPal became the first foreign payment platform licensed to provide online payment services in China. This important step allows us to be a stronger partner to Chinese financial institutions and technology platforms. Our initial focus is on providing cross-border payment solutions to China’s merchants and consumers, linking China’s commerce ecosystem to PayPal’s globaltwo-sided network.

We are helpingboth solidified and extended our global partnership with Uber, and also announced that we intend to explore future commercial payment collaborations including the development of Uber’s digital wallet. We also signed a commercial agreement with MercadoLibre following our strategic investment earlier in the year, significantly expanding our market opportunity in Latin America.

Responsibly and Prudently Deploying Capital Resources

Throughout 2019, we were able to strategically deploy our capital to ensure that we remain well positioned – financially and technologically – to deliver value to all of our customers joinstakeholders. Our strong performance has enabled us to utilize the digital economy,debt markets to raise capital and we are targeting more than 300 million active accountsensure that our capital structure takes full advantage of low rates and the strong support for our business.

Our PayPal Ventures unit continues to thrive by identifying, evaluating and making disciplined strategic investments in early tomid-stage companies to drive growth and long-term innovation.

                PayPal President and CEO Dan Schulman delivered remarks during the 2019 United Nations General Assembly on                 our platform byprogress towards financial inclusion and the end of this year.

challenges and opportunities that lie ahead.

Importantly,Leveraging Our Platform to Maximize Global Good

PayPal has always strived to demonstrate that our values are not just words on a page, but the newest cohortsdriving force of users are exhibiting higher levelsour company. When 2019 began, the longest federal government shutdown in U.S. history caused thousands of engagement,furloughed employees to struggle to pay for groceries, rent, gas, medications and other everyday necessities. We committed $25 million in interest-free cash advances to furloughed U.S. government employees – stepping in and taking action when the government was at a standstill.

In our second annual Global Impact Report, we set the goal of using 100% renewable energy in our data centers by 2023 and joined other companies in taking measurable action.

I’m continually inspired by the generosity of the expanding PayPal community, which is an encouraging sign. Overall, we realized nearly 37 payment transactions per active accountcontinues to reach new heights. PayPal processed a record $10 billion in 2018. We processed nearly 10donations to charities around the world in 2019, and more than $1 billion transactions in the year, and our overall payment volume grew 26% on a currency-neutral basismonth of December alone. We remain committed to $578 billion.

Revenue for 2018 exceeded $15.4 billion, growing 18% on both a spot basis andFX-neutral basis.¹ Inharnessing the fourth quarter, we marked the first time in our history that we exceeded $4 billion of revenue in a single quarter. GAAP earnings per share (EPS) in the year grew 16% to $1.71, andnon-GAAP EPS grew 28% to $2.42.² We returned more than $3.5 billion to stockholders during the year through stock repurchases.

Innovating and Evolving to Better Serve Our Customers

Throughout 2018, we delivered significant value across our differentiatedtwo-sided platform, introducing new features and services for our consumers and merchants globally. Through a combination of innovation, partnerships, and acquisitions, we greatly strengthened our overall proposition for merchants, while removing friction and providing consumers with increased choice.

We launched industry-defining products that give our consumers more control over their payment experiences, and also help our merchants get closer to their customers in a mobile commerce environment like the ability to pay with rewards points and use PayPal with Google Pay and Samsung Pay. We introduced new products like PayPal Checkout with Smart Payment Buttons, Funds Now, and PayPal for Partners that help merchants maximize their opportunities and get instant access to their funds. One Touch continues to grow, with approximately 124 million consumer accounts opted in, and 11 million merchant accounts now offering the service. These product innovations are all part of PayPal’s expansion into a global platform company, with a clear and inspiring mission, and a commitment to stay true to our values.

Venmo has grown to become an integral partpower of our portfolio. For merchants, accepting Venmo opens their doorstechnology and scale to millions of socially connectedprovide new ways for people to give to the causes they care about – and highly-engaged new consumers who already love to pay friends and family with Venmo multiple times every week. For consumers, paying with Venmo is simple and easy, allowing them to split the bill with friends and share their purchases within their social feed.

In 2018, Venmo processed $62 billion in TPV, growing 79% from last year, and showed significant increases in net new actives and monetized volume growth. We couldn’t be more pleased with Venmo’s performance, and we are excited for what the future holds. By leveraging PayPal’s robust global scale and industry-leading technology infrastructure, we are confident that Venmo is uniquely positioned to drive long-term, sustainable revenue and profitable growth for the entire business.

Expanding Our Growing Community of Partners to Open Up the Global Economy

In the past three years, we’ve announced 38 partnership agreements with world-class retailers, financial institutions, traditional credit card networks, and telecom and technology companies. We have secured partnerships with more than 20top-tier global financial institutions, including 8 of the top 10 banks in the U.S., representing 75% of all U.S. card volume. In the past year, there were nearly 40bank-led marketing campaigns that encouraged their customers to pay with PayPal. We strongly believe that these partnerships will help seamlessly connect buyers and sellers — ultimately making the digital economy more accessible for consumers and merchants around the world. We made significant strides in 2018 to deepen existing partnerships and develop new relationships with some of the biggest and most influential global brands in technology, retail and finance, including American Express, Walmart, Paymentus, and HSBC.

Our goal is to expand this partner ecosystem so that we can deliver our capabilities to more customers around the world. Internationally, Central and South America, China, India, and Japan are key focus areas. We are investing significant resources into setting up new technologies and developing novel partnerships to help bringcharitable organizations raise mission-critical funds that make a truly global experience to these customers. These partnerships are opening up the digital economy to millions of new consumers and businesses, and we believe they will play an important role in fostering long-term economic healthdifference for communities and businesses around the world.

Acting as Responsible Stewards of Our Capital ResourcesLooking Ahead

We desirerelease this year’s annual report amidst the backdrop of unprecedented amount of change and uncertainty in the world. The coronavirus pandemic has no boundaries or geographic lines. The new circumstances we all are navigating have illuminated how interconnected our world is and how we need to creatework together to take care of each other and grow long-term, sustainable valueour communities, and especially those who are most vulnerable.

All of us at PayPal are committed to supporting our customers as they manage through the impact of the coronavirus, and we feel fortunate that we are in a position to help. Our products and services are more important to our customers and communities than ever before, and we remain steadfast in our mission. I’ve been leading PayPal for the past five years, and I’ve never been more inspired about the difference we can make for our stockholders. We have multiple tools to help drive that outcome.

2018 was a major year for acquisitions with our purchases of Hyperwallet, iZettle, Jetlore, and Simility. These outstanding companies each occupy a distinct position in paymentscustomers, or online services, and we’remore excited about their respective abilities to expand PayPal’s scope of offerings. We are positioned to be an open, differentiated digital payments platform, and we will continue to be disciplined in our investments. Our acquisition and investment pipeline is healthy, and our balance sheet gives us the flexibility to move quickly and be opportunistic.future.

We significantly enhanced our strategic flexibility, while maintaining the opportunity to further increase the momentum in our consumer and merchant credit offerings, by selling our U.S. consumer credit portfolio to Synchrony. The transaction was completed in 2018, and we are very pleased with the resulting benefits.

MESSAGE FROM OUR INDEPENDENT

CHAIRMAN OF THE BOARDMessage from Our Independent Chairman of the Board

April 10, 20198, 2020

Dear PayPal Stockholder:Stockholders,

On behalf of the Board, thank you for your investment in PayPal. 20182019 was aanother strong year for PayPal andas we are excited by the continued execution ofto execute on our strategic initiatives which are delivering stockholdersand deliver long-term, sustainable value.

Engaged and Diverse Board.value to our stockholders. We are also proud of the progress we have nominated directors who possess a wide varietymade in key areas of relevant skills and backgrounds, bringingcorporate governance, including the increasing diversity of perspectives necessary to effectively oversee our dynamic business. When evaluating the Board’s composition, we consider the proven capacity of each director to leverage their prior experience to enrich board dialogue. In January, Debbie Messemer joined our Board, bringing a strong global perspective and expertise in finance and accounting, business strategy, and governance that complements the existing directors’ strengths. With Debbie’s appointment, 50% of our directors, enhancing stockholder engagement, and expanding our environmental and social impact programs that align with PayPal’s mission, vision and values.

Board Composition and Diversity.We are proud to have a dynamic, well-functioning Board with the right mix of skills, experiences, diversity and backgrounds for PayPal. The Board is committed to ensuring that our corporate governance framework supports effective oversight of our Company, strong management accountability, public trust and the ability to adapt to the continuously evolving competitive environment in which we operate.

We have a strong commitment to diversity and inclusion at every level of PayPal, including our Board and our Executive Staff. Since 2015, we have added five directors to our Board, all from diverse backgrounds with strong and relevant experience.Forty-five percent of Board members standing for re-election are women or from underrepresented ethnic groups, a reflectionminorities.

Stockholder Engagement.Proactive engagement with our stockholders is an essential part of PayPal’sour Board’s commitment to inclusionrobust governance. Our year-round stockholder engagement program and diversity at all levels of the Company.

Ongoing Stockholder Engagement. Each year, members of senior management reach out to a broad group ofregular discussions with our stockholders to better understand their perspectiveson topics including operating performance, corporate governance, and environmental and social issues provide valuable insights into emerging issues and feedback on our strategy, as well as governance, compensation, and sustainability matters. We greatly value the feedback received through these conversations and the insights gained are shared with the Board on an ongoing basis.efforts. In 2018, our engagement team reached out to institutional2019, we contacted investors holdingrepresenting approximately 60%59% of our common stock, and spokeultimately engaged with investors representingholders of almost 35%45% of our common stock. This feedback has informedOur Compensation Committee Chair, Dave Dorman, and Committee member Jonathan Christodoro participated in calls with investors representing 30% of our common stock.

Environmental, Social and Governance (“ESG”) Leadership.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 Board’s deliberationsimportance of effective risk oversight and actions over the past year,risk management, including with respect to cybersecurity, information security and privacy-related risks, as well as other ESG topics, and we look forwarddevote significant time and attention to continuing these discussions.

Risk Oversight and Sustainable Business Practices. As a leading technology platform and digital payments company that enables customers to send and receive payments globally, effectively managing risks associated with cybersecurity and privacy is paramount. While our management team is responsible for theday-to-day evaluation of risks, the Board oversees the Company’s overall risk assessment and risk management. Oversight of PayPal’s risk framework and enterprise-wide compliance program is the responsibility of the Audit, Risk and Compliance Committee. Another key area that the Board oversees is PayPal’s environmental and social impact. We believe that effective oversight of these mattersrisks. We also appreciate that our success is critical to PayPal’s long-term success,heavily dependent on our people. Our human capital management strategy focuses on the whole employee lifecycle, incorporates apay-for performance compensation program, and in 2018, we formalized this oversight mechanism through the Corporate Governanceprovides employees with comprehensive benefits and Nominating Committee.opportunities for advancement.

Please Join Us at Our 20192020 Annual Meeting.I look forward to discussing these developments further with you at the 2019 annual meeting,2020 Annual Meeting, which will again be held via live webcast. We have conducted an exclusively virtual annual meeting each year since becoming a public company in 2015 and have adopted a series of safeguards that we believe provide all stockholders the same rights and opportunities to participate as they wouldwebcast at anin-person meeting. We have found that the live webcast technology enables greater stockholder attendance and participation globally, which allows us to better communicate with our stockholders. Please visitwww.virtualshareholdermeeting.com/PYPL19PYPL2020., where you can attend this year’s annual meeting, as well as submit questions before and during the meeting.

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 now 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,

/s/ John J. Donahoe

John J. Donahoe

Chairman of the Board

Table of Contents

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Notice of 20192020 Annual Meeting of Stockholders

This notice of annual meetingAnnual Meeting and proxy statement and form of proxy are being distributed and made available on or about April 10, 2019.8, 2020.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 22, 2019. 21, 2020

This proxy statement and PayPal Holdings, Inc.’s 20182019 Annual Report are available electronically athttps://investor.paypal-corp.com/annuals-proxies.cfmfinancial-information/annual-reports and with your16-digit control number by visitingwww.proxyvote.com.

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Proxy Statement Summary

This summary highlights certain information contained elsewhere in this proxy statement for the 2019 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.

2019 Annual MeetingImportant Information

Proposals to be Voted on and Board Voting Recommendations

		Proposal		Recommendation of the Board		Page
1.		Election of 12 director nominees named in this proxy statement		FOR each of the nominees		10
2.		Advisory vote to approve named executive officer compensation		FOR		36
3.		Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2019		FOR		73
4.		Stockholder Proposal Regarding Political Disclosure		AGAINST		76
5.		Stockholder Proposal Regarding Human and Indigenous Peoples’ Rights		AGAINST		78

About PayPal’s Virtual Annual Meeting

PayPal’s 2020 Annual Meeting will be conducted online only, via live video webcast. Stockholders will be able to access the meeting live by visitingwww.virtualshareholdermeeting.com/PYPL2020. We have held a virtual annual meeting since becoming an independent public company in 2015. We have designed ourare utilizing the virtual meeting format to enhance rather than constrain, stockholder access and encourage participation and communication.communication with our management.

We have an established track record of conducting efficient and effective virtual meetings since becoming an independent company in 2015 and will continue to ensure that our stockholders are afforded the same rights and opportunities to participate as they would at anin-person meeting. We believe this format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, and equally, using any Internet-connected device from any location around the world at no cost. Our virtual meeting format increases our ability to engage with all stockholders, regardless of size, resources, or physical location, while savingprotects the health and safety of attendees, saves the Company’s and investors’stockholders’ time and money, and reducingreduces our environmental impact.

Participating in the Virtual Annual Meeting.

•

Instructions on how to attend the virtual Annual Meeting are posted at www.virtualshareholdermeeting.com/PYPL2020.

Stockholders may begin to log into the meeting platform beginning at 7:45 a.m. Pacific Time on May 21, 2020. The meeting will begin promptly at 8:00 a.m. Pacific Time on May 21, 2020.

•

Stockholders will need touse the 16-digit control number provided in their proxy materials to attend the virtual Annual Meeting and listen live at www.virtualshareholdermeeting.com/PYPL2020.

Stockholders of record and beneficial owners as of the March 27, 2020 Record Date may vote their shares electronically live during the virtual Annual Meeting.

On the date of the Annual Meeting, stockholders with questions regarding how to attend and participate in the virtual meeting, or stockholders encountering any difficulties accessing the virtual meeting duringthe check-in or meeting timemay call 1-800-586-1548 (US) or1-303-562-9288 (International).

Additional Information About the Virtual Annual Meeting.

•

Stockholders may submit questions during the live meeting atwww.virtualshareholdermeeting.com/PYPL2020 or in advance of the meeting atwww.proxyvote.com.

During the live Q&A session of the meeting, members of our executive management team and our Chairman of the Board will answer questions as they come in and address those asked in advance, as time permits.

Our rules of conduct and procedure governing our virtual annual meeting generally provide that:

 

○

After the conclusion of the formal meeting, management will answer stockholder questions.

A stockholder who has a question regarding an agenda item to be voted on by the stockholders may submit that question at or prior to the time matters are before the formal meeting for consideration. We will answer questions on any matters on the agenda before voting is closed.

○

In order to allow us to answer questions from as many stockholders as possible, we limit each stockholder to one question.

After the conclusion of the formal meeting, management will answer stockholder questions.

In order to allow us to answer questions from as many stockholders as possible, we limit each stockholder to one question.

○

If there are matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, we provide an opportunity for stockholders to contact us separately after the meeting through our Investor Relations website. Our virtual meeting website will contain instructions for accessing technical support to assist in the event a stockholder encounters any difficulties accessing the virtual meeting.

We have committed to posting our Q&A on our Investor Relations website as soon as practicable following the conclusion of the annual meeting.Annual Meeting. In addition, although the webcast is available only to stockholders at the time of the meeting, a replay of the meeting is made publicly available on our Investor Relations site after the meeting concludes.

 

 

		2019
2				2020 Proxy Statement

Proxy Statement Summary

This summary highlights certain information contained elsewhere in this proxy statement for the 2020 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. References to “PayPal,” the “Company,” “we,” “us,” or “our” refer to PayPal Holdings, Inc.

2020 Annual Meeting Information

Proposals to be Voted on and Board Voting Recommendations

¹Non-GAAP operating margin and free cash flow are two of the performance metrics used in our incentive compensation program.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 thesenon-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to the section entitled“Non-GAAP Financial Information” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2018 Annual Report on Form10-K filed with the SEC on February 7, 2019, which section is incorporated herein by reference.

²Free Cash Flow for 2017 and 2018 reflect the impact of held for sale accounting treatment in connection with the sale of the Company’s U.S. consumer credit receivables portfolio, which reduced free cash flow for 2017 by approximately $1.3 billion and increased free cash flow for 2018 by approximately $1.4 billion. Normalizing for this impact, free cash flow for 2017 and 2018 would have been approximately $3.2 billion and $3.3 billion, respectively.

In addition to our strong financial and operational results, we achieved the following in 2018:Highlights:

To learn more about our 20182019 performance and how it relates to our executive compensation program, see the Compensation Discussion and Analysis beginning on page 38.

2019 Director Nominees46.

Name and Primary Occupation		Independent				Age		Director since				Committee Memberships*				Other Public Company Boards
Rodney C. Adkins						60			2017				ARC;				4	**
President, 3RAM Group LLC													Governance
Wences Casares						45			2016				Compensation				—
CEO and Founder, Xapo Inc.
Jonathan Christodoro						42			2015				Compensation				4
Partner, Patriot Global Management, L.P.
John J. Donahoe						58			2015				—				2
President and CEO, ServiceNow, Inc.
David W. Dorman						65			2015				Compensation (Chair);				1
Former Chairman and CEO, AT&T Corporation (retired)													Governance
Belinda J. Johnson						52			2017				ARC				—
Chief Operating Officer, Airbnb, Inc.
Gail J. McGovern						67			2015				Compensation;				1
President and CEO, American Red Cross													Governance (Chair)
Deborah M. Messemer						61			2019				ARC				1
Former Managing Partner, KPMG (retired)
David M. Moffett						67			2015				ARC (Chair)				2
Former CEO, Federal Home Loan Mortgage Corp. (retired)
Ann M. Sarnoff						57			2017				ARC				—
President, BBC Studios Americas
Daniel H. Schulman			—			61			2015				—				2
President and CEO, PayPal Holdings, Inc.
Frank D. Yeary						55			2015				ARC				1
Manager, Darwin Capital Advisors, LLC

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

^**Mr. Adkins has notified us that he will be stepping down from the PPL Corporation board in May 2019, which will reduce the number of other public company boards on which he serves to three.

		2019 Proxy Statement

2020 Director Nominees

NAME/AGE/INDEPENDENCE

DIRECTOR SINCE

OCCUPATION

COMMITTEE MEMBERSHIPS*

OTHER PUBLIC COMPANY BOARDS

GOV

COMP

ARC

Rodney C. Adkins, 61 Independent

2017

President, 3RAM Group LLC

◾

◾

3

Jonathan Christodoro, 43 Independent

2015

Partner, Patriot Global Management, L.P.

◾

◾

4

John J. Donahoe, 59 Independent, Chairman of the Board

2015

President and CEO, Nike, Inc.

2**

David W. Dorman, 66 Independent

2015

Former Chairman and CEO, AT&T Corporation (retired)

◾

C

1

Belinda J. Johnson, 53 Independent

2017

Former Chief Operating Officer, Airbnb, Inc.

◾

0

Gail J. McGovern, 68 Independent

2015

President and CEO, American Red Cross

C

◾

1

Deborah M. Messemer, 62 Independent

2019

Former Managing Partner, KPMG (retired)

◾

1

David M. Moffett, 68 Independent

2015

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

C

2

Ann M. Sarnoff, 58 Independent

2017

Chair and CEO, Warner Bros.

◾

0

Daniel H. Schulman, 62 Non-Independent

2015

President and CEO, PayPal Holdings, Inc.

1

Frank D. Yeary, 56 Independent

2015

Managing Member, Darwin Capital Advisors, LLC

◾

1

*	ARC = Audit, Risk and Compliance Committee;Comp = Compensation Committee;Gov = Corporate Governance and Nominating Committee;C = Chair

**	Mr. Donahoe will step down from the ServiceNow Board of Directors when his term expires at ServiceNow’s 2020 annual meeting of shareholders in June 2020.

		2020 Proxy Statement				5

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 directors who possess 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. For more information on the skills and experiences of our Board members, please see the section entitled “Director Skills, Expertise, and Attributes” beginning on page 11 of this proxy statement.

		Skills and Experience Diversity 50% of the Board are women 66 or from under Represented ethnic groups Diversity Other Payments, Financial Services and Fin Tech Technology and Innovation Business Development and Strategy Senior Leadership Legal Regulatory Governmental Global Business Other Public Company Board Service Finance Accounting Consumer Marketing Brand Management Cybersecurity/Information Security Human Capital Management Independence Diversity Nominees

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OUR 2018 NEO PAY

We believe that our executive compensation program was effective at incentivizing results in 2018 by appropriately aligning pay and performance. The following charts show the 20182019 Target Total Direct Compensation mix for our Chief Executive Officer,CEO, Mr. Schulman, (our “CEO”), and the average 20182019 Target Total Direct Compensation mix for our other namedNEOs who were executive officers (consistingas of our principal financial officer and the three most highly compensated executive officers other than our CEO and CFO) (“NEOs”).December 31, 2019. Target Total Direct Compensation is the sum of (i) 20182019 base salary, (ii) target 20182019 annual incentive award (based on the grant date fair value for the portion of the award delivered as performance-based restricted stock units)PBRSUs), and (iii) target annual long-term incentive award (based on the grant date fair value). For our CEO, Total Target Direct Compensation also included a CEO performance share unit award (as seen in the chart below) granted in 2018 to further incentivize significant stockholder value creation over a five-year period. To learn more about our executive compensation program, see the Compensation Discussion and Analysis beginning on page 38.46.

OUR PAY PRACTICES

We are committed to maintaining 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.

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SUPPORTING OUR EXECUTIVE COMPENSATION PROGRAM

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

To learn more about our executive compensation program, see the Compensation Discussion and Analysis beginning on page 38.46.

		2019 Proxy Statement

EnvironmentalESG Oversight and Social Sustainability OversightHighlights

PayPal recognizes its responsibility as a global citizen to operate in a responsible and sustainable manner aligned with our mission vision, and values to build a more financially inclusive and interconnected world. We remain focused on managing material environmental, social, and governance (ESG) factors that support ourvalues-led culture based on Collaboration, Inclusion, Innovation, and Wellness. The management of keynon-financial risks and opportunities such as global talent recruitment, retention, and development, as well as workforce inclusion, and development, social impact, andinnovation, environmental sustainability, and responsible business practices are criticalessential components inof our strategy and long-term performance.

Priority ESG Programs & Progress

In the Company’s long-term performance and strategy.

Over the past year, we formalized the Board’s oversight, executive leadership and operationalization of our Environmental, Social and Governance (ESG) efforts:

In 2018, we published our first annual ESG report, the2017 Global Impact Report, whichPayPal highlights fourits programs and progress on key priority areas of our ESG program:topics:

To access the full2017 Global Impact Report, visit:www.paypal.com/us/webapps/mpp/about/responsible-practices.

The Company is committed

As we continue to regular communication of environmental and social sustainability topics. Asevolve our ESG efforts, continue to evolve, we arewe’re committed to sharing progress through subsequent reports and updates. For further information and to access theGlobal Impact Report, visit:https://www.paypal.com/us/webapps/mpp/globalimpact.

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Proposal 1 —1: Election of Directors

The 12 directorsBased upon a review of the qualifications, skills, attributes and experience of each of the 11 director nominees listed below, have beenour Board has nominated by our Boardall of the director nominees for election at the Annual Meeting, to serve until our 20202021 Annual Meeting of Stockholders and until their successors are elected and qualified. All of the director nominees are currently members of the Board. All of theBoard and have been previously elected by our stockholders. Each director nominees arenominee is independent under the listing standards of The Nasdaq StockNASDAQ Global Select Market (“Nasdaq”), except for Mr. Schulman.

Except As previously disclosed, Mr. Casares has informed the Company that he will not stand for Ms. Messemer, 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. Messemerre-election as a director in January 2019. Ms. Messemer was initially identified as a potential candidate by an executive officer.at the Annual Meeting. The Board has determined to reduce the size of the Board to 11 directors effective immediately before the Annual Meeting.

We expect that each director nominee will be able to serve if elected. If any director nominee is not ableunable or unwilling to serve as a nominee at the time of the Annual Meeting, the individuals named as proxies may be votedvote for a substitute nominees, unlessnominee chosen by the present Board to fill the vacancy. Alternatively, the Board chooses tomay reduce the numbersize of directors serving on the Board.Board, or the proxies may vote just for the remaining nominees, leaving a vacancy that the Board may fill at a later date.

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 brokernon-votes are not counted as votes “FOR” or “AGAINST” a director nominee. As a result, abstentions and brokernon-votes will have no effectFor more information on the vote required 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 serveelection of directors and the choices available for casting your vote, please see “Frequently Asked Questions — Voting Information” on the Board as a “holdover director.” page 92.

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 of the certification of the stockholder vote (subject to an additional90-day period in certain circumstances), the Governance and Nominating Committee (the “Governance Committee”), or a committee composed solely of independent directors that does not include such incumbent director, would determine whether to accept the director’s resignation in accordance with our Bylaws, and the Companywe would publicly disclose such 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 on pages 13-2013-23 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.

The Governance Committee andis responsible for recommending to the Board evaluatethe qualifications for Board membership and for identifying, assessing and recommending qualified director nominees based several keycandidates for the Board’s consideration. The Board’s membership qualifications and attributes. The following provides a snapshot ofnomination procedures are set forth in the diversity, skills, and experiences of our director nominees:Corporate Governance Guidelines.

The Board and Governance Committee consider the following factors and principles in evaluating and selecting director nominees:
HIGH-LEVEL MANAGERIAL EXPERIENCE: Directors should have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems
HighlyREPRESENT STOCKHOLDERS’ BEST INTERESTS:Directors should represent the balanced, best interests of the stockholders as a whole rather than special interest groups or constituencies
CHARACTER AND INTEGRITY: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
DIVERSE BACKGROUND:In addressing the overall composition of the Board, diversity (including gender, race, and ethnicity), age, international background, and expertise should be considered in evaluating potential Board members
SKILLS COMPLEMENT EXISTING BOARD EXPERTISE: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
RELEVANT PROFESSIONAL EXPERIENCE:The Board should include individuals with highly relevant professional experience in payments, financial services, FinTech, technology, innovation, business development, strategy, legal, regulatory, government, global business, finance, accounting, consumer, marketing, brand management, cybersecurity, information security, and human capital management;
		Relevant senior leadership/CEO experience;
		High-level managerial experience in complex organizations;
		Experience and expertise that complement the skill setsACTIVE ENGAGEMENT:The Board should be composed of the other director nominees;
		High degree of character and integrity and ability to contribute to strong Board dynamics;
		Highlydirectors who are highly engaged and able to commit the time and resources needed to provide active oversight of PayPal and its management, including attending at least 75% of the total number of meetings of the Board and committees of the Board on which he or she served during 2018;
		Soundwith our business judgment; and
		Commitment to enhancing stockholder value.

Eleven of our 12 nominees for election are independent and, as part of PayPal’s commitment to diversity and inclusion, 50% of the Board members are women or from underrepresented ethnic groups.

		2019 Proxy Statement

Based on this evaluation, the Governance Committee and the Board believe that each of the director nominees exhibits a strong track record of being a responsible steward of stockholders’ interests and brings extraordinarily valuable insight, perspective, and expertise to the Board.

FOCUS ON BOARD REFRESHMENT AND DIVERSITY

		11Our active Board refreshment process has resulted in a strong mix of diversity and independence, which contributes to effective oversight of management and the Company. We demonstrate our strong commitment to diversity and inclusion at the Company, including our Board.

Since 2016, we have added four new directors to the Board, with a strong mix of skills, qualifications, backgrounds and experience. Forty-five percent of Board members standing for re-election are women or from underrepresented ethnic groups.

Core

Director Skills, Expertise, and Attributes

Listed below are the core skills, expertise and attributes that we consider importantmost relevant to have represented on our Board of Directors in light of our current business strategy and structure. We do not believe that each director needs to have all of these skills. Each director’s biography notes his or her relevant skills — see pages 13-20 for more detail.

PAYMENTS, FINANCIAL SERVICES, AND FINTECH (8/12 DIRECTORS)

Experience in the payments, financial services, and financial technology (“FinTech”)FinTech industries, which is critical to the oversight of PayPal’s business and strategy.strategy in these complex and dynamic industries.

TECHNOLOGY AND INNOVATION (9/12 DIRECTORS)

Experience and knowledge in developing technology businesses, anticipating technological trends, and driving innovation and product development, which are relevant to PayPal as a technology platform and digital payments company.

BUSINESS DEVELOPMENT AND STRATEGY (12/12 DIRECTORS)

Experience in strategy, business development, and evaluating potential acquisitions, strategic investments and other business combinations,partnerships, which is relevant in helping PayPal to grow ourits business and assessingexpand its value proposition and assess the fit of potential targets and partners with ourits strategy and culture.

SENIOR LEADERSHIP (12/12 DIRECTORS)

SeniorSignificant 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.

LEGAL / REGULATORY / GOVERNMENTAL (10/12 DIRECTORS)

Knowledge orand experience with legal issues,and regulatory issues, and compliance obligations (including deep engagement with regulators as part of a business), and governmental policy within a company or regulatory body,policies, including practical business experience working collaboratively with governments, regulators and agencies, which is relevant to PayPal as we operate globally in a rapidly evolving legal and regulatory environment where government regulationwhich impacts key aspects of our business.

		2020 Proxy Statement				11

GLOBAL BUSINESS(12/12 DIRECTORS)

Experience in international markets, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, which is relevant to PayPal as a global business operating in over 200 markets around the world.

OTHER PUBLIC COMPANY BOARD EXPERIENCESERVICE (10/12 DIRECTORS)

Experience as a director ofService on a public company which provides diversity of perspectivesboard to develop insights about ensuring strong board and valuablemanagement accountability, protecting stockholder interests, and relevant experience, including the oversight responsibilities of the Board and Board committees.observing appropriate governance practices.

FINANCE / ACCOUNTING (11/12 DIRECTORS)

Experience with financial reporting, capital allocation, and accounting, which 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, AND BRAND MANAGEMENT (8/12 DIRECTORS)

Experience in developing strategies to grow sales marketing, and market share, build brand management,awareness and overall preference among customers, and enhance PayPal’s reputation, which is relevant to the growth of PayPal’s business and brand awareness.business.

CYBERSECURITY / INFORMATION SECURITY (5/12 DIRECTORS)

Expertise in managingoverseeing cybersecurity and information security programs and managing associated risks, which is vital to protecting PayPal’s technology infrastructure and payments platform, and maintaining the trust of our customers.customers and keeping their information secure.

HUMAN CAPITAL MANAGEMENT (12/12 DIRECTORS)

Experience in attracting, motivating, developing, and retaining qualified personnel, fostering a corporate culture that encourages and succession planning,promotes accountability, performance, diversity, equity and ownership, and understanding and overseeing the health of a company’s human capital, which is relevantparticularly important for PayPal’s growth and particularly importantPayPal within the context of ourthe highly competitive market for employeeto attract and retain talent in which we operate.

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