Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | PAYPAL HOLDINGS, INC. |
Entity Central Index Key | 0001633917 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | The following Pay versus Performance Year 1 Summary 2 Compensation 3 Average Summary Non-PEO NEOs 2 Average to Non-PEO 3 Value of Initial Fixed $100 4 Net Income Revenue 6 Total Peer Group 5 2022 21,957,922 (87,002,457 ) 10,367,818 (13,358,744 ) 66 108 2,419 27,518 2021 32,070,353 13,504,312 14,799,891 10,020,976 174 164 4,169 25,371 2020 23,362,072 191,128,954 9,184,457 50,894,687 217 152 4,202 21,454 1 Mr. Schulman served as the Principal Executive Officer (“PEO”) for the entirety of 2022, 2021 and 2020. The Company’s other NEOs for the applicable years were as follows: • 2022: Messrs. Jorgensen, Rainey, Britto, Auerbach and Karczmer, and Mses. Rabinovitch and Alford. • 2021: Messrs. Rainey, Britto and Auerbach and Ms. Louise Pentland. • 2020: Messrs. Rainey and Karczmer and Mses. Alford and Pentland. 2 Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Schulman and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs reported for that applicable year, other than Mr. Schulman, respectively. 3 To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Schulman and for the average of the other NEOs is set forth following the footnotes to this table. 4 Pursuant to SEC rules, the comparison assumes $100 was invested on December 31, 2019. Historical stock price performance is not necessarily indicative of future stock price performance. 5 The Total Shareholder Return Peer Group consists of the companies included in the S&P Software and Services Select Industry Index. 6 As noted in the CD&A, for 2022, the Compensation Committee determined that revenue continued to be key financial metric for the Company’s performance and success and driver of stockholder value creation. By using revenue, together with the other performance goals used in our incentive programs, the Compensation Committee believes that the program reflects an appropriate balance with respect to incentivizing top-line 10-K. Reconciliation of Compensation Actually Paid Adjustments Year Summary Total 1 (Minus) Grant Date Value of 2 Plus Fair Value at Fiscal Year- End of 3 Plus/(Minus) Change in Fair 4 Plus Fair Value at 5 Plus/(Minus) Change in Fair 6 (Minus) Fair Value as Year-End 7 Equals Compensation Mr. Schulman 2022 21,957,922 (20,182,730 ) 6,295,563 (61,560,303 ) - (33,512,909 ) - (87,002,457) 2021 32,070,353 (29,920,381 ) 25,010,046 (30,072,494 ) - 16,416,789 - 13,504,312 2020 23,362,072 (20,957,193 ) 61,706,781 126,774,395 - 242,899 - 191,128,954 Other NEOs (Average) 8 2022 10,367,818 (8,894,035 ) 3,444,983 (8,905,483 ) - (5,839,653 ) (3,532,373 ) (13,358,744) 2021 14,799,891 (13,803,096 ) 10,435,216 (6,428,838 ) - 5,017,803 - 10,020,976 2020 9,184,457 (7,819,391 ) 22,989,423 26,461,003 - 79,195 - 50,894,687 1 Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. 2 Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. 3 Represents the fair value as of the indicated fiscal year-end 4 Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. 5 Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. 6 Represents the change in fair value, measured from the prior fiscal year-end 7 Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. 8 See footnote 1 in the Pay versus Performance table above for the NEOs included in the average for each year. | ||
Company Selected Measure Name | revenue | ||
Named Executive Officers, Footnote [Text Block] | 1 Mr. Schulman served as the Principal Executive Officer (“PEO”) for the entirety of 2022, 2021 and 2020. The Company’s other NEOs for the applicable years were as follows: • 2022: Messrs. Jorgensen, Rainey, Britto, Auerbach and Karczmer, and Mses. Rabinovitch and Alford. • 2021: Messrs. Rainey, Britto and Auerbach and Ms. Louise Pentland. • 2020: Messrs. Rainey and Karczmer and Mses. Alford and Pentland. | ||
Peer Group Issuers, Footnote [Text Block] | The Total Shareholder Return Peer Group consists of the companies included in the S&P Software and Services Select Industry Index | ||
PEO Total Compensation Amount | $ 21,957,922 | $ 32,070,353 | $ 23,362,072 |
PEO Actually Paid Compensation Amount | $ (87,002,457) | 13,504,312 | 191,128,954 |
Adjustment To PEO Compensation, Footnote [Text Block] | Year Summary Total 1 (Minus) Grant Date Value of 2 Plus Fair Value at Fiscal Year- End of 3 Plus/(Minus) Change in Fair 4 Plus Fair Value at 5 Plus/(Minus) Change in Fair 6 (Minus) Fair Value as Year-End 7 Equals Compensation Mr. Schulman 2022 21,957,922 (20,182,730 ) 6,295,563 (61,560,303 ) - (33,512,909 ) - (87,002,457) 2021 32,070,353 (29,920,381 ) 25,010,046 (30,072,494 ) - 16,416,789 - 13,504,312 2020 23,362,072 (20,957,193 ) 61,706,781 126,774,395 - 242,899 - 191,128,954 Other NEOs (Average) 8 2022 10,367,818 (8,894,035 ) 3,444,983 (8,905,483 ) - (5,839,653 ) (3,532,373 ) (13,358,744) 2021 14,799,891 (13,803,096 ) 10,435,216 (6,428,838 ) - 5,017,803 - 10,020,976 2020 9,184,457 (7,819,391 ) 22,989,423 26,461,003 - 79,195 - 50,894,687 1 Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. 2 Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. 3 Represents the fair value as of the indicated fiscal year-end 4 Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. 5 Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. 6 Represents the change in fair value, measured from the prior fiscal year-end 7 Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. 8 See footnote 1 in the Pay versus Performance table above for the NEOs included in the average for each year. | ||
Non-PEO NEO Average Total Compensation Amount | $ 10,367,818 | 14,799,891 | 9,184,457 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (13,358,744) | 10,020,976 | 50,894,687 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Year Summary Total 1 (Minus) Grant Date Value of 2 Plus Fair Value at Fiscal Year- End of 3 Plus/(Minus) Change in Fair 4 Plus Fair Value at 5 Plus/(Minus) Change in Fair 6 (Minus) Fair Value as Year-End 7 Equals Compensation Mr. Schulman 2022 21,957,922 (20,182,730 ) 6,295,563 (61,560,303 ) - (33,512,909 ) - (87,002,457) 2021 32,070,353 (29,920,381 ) 25,010,046 (30,072,494 ) - 16,416,789 - 13,504,312 2020 23,362,072 (20,957,193 ) 61,706,781 126,774,395 - 242,899 - 191,128,954 Other NEOs (Average) 8 2022 10,367,818 (8,894,035 ) 3,444,983 (8,905,483 ) - (5,839,653 ) (3,532,373 ) (13,358,744) 2021 14,799,891 (13,803,096 ) 10,435,216 (6,428,838 ) - 5,017,803 - 10,020,976 2020 9,184,457 (7,819,391 ) 22,989,423 26,461,003 - 79,195 - 50,894,687 1 Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. 2 Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. 3 Represents the fair value as of the indicated fiscal year-end 4 Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. 5 Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. 6 Represents the change in fair value, measured from the prior fiscal year-end 7 Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. 8 See footnote 1 in the Pay versus Performance table above for the NEOs included in the average for each year. | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Total Shareholder Return Vs Peer Group [Text Block] | |||
Tabular List [Table Text Block] | Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures which, in our assessment, represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2022: revenue, non-GAAP | ||
Total Shareholder Return Amount | $ 66 | 174 | 217 |
Peer Group Total Shareholder Return Amount | 108 | 164 | 152 |
Net Income (Loss) | $ 2,419,000,000 | $ 4,169,000,000 | $ 4,202,000,000 |
Company Selected Measure Amount | 27,518,000,000 | 25,371,000,000 | 21,454,000,000 |
PEO Name | Mr. Schulman | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | revenue | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | non-GAAP operating margin | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | free cash flow | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | stock price | ||
PEO [Member] | Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (20,182,730) | $ (29,920,381) | $ (20,957,193) |
PEO [Member] | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 6,295,563 | 25,010,046 | 61,706,781 |
PEO [Member] | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (61,560,303) | (30,072,494) | 126,774,395 |
PEO [Member] | Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (33,512,909) | 16,416,789 | 242,899 |
PEO [Member] | Fair Value as of Prior Fiscal YearEnd of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (8,894,035) | (13,803,096) | (7,819,391) |
Non-PEO NEO [Member] | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,444,983 | 10,435,216 | 22,989,423 |
Non-PEO NEO [Member] | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (8,905,483) | (6,428,838) | 26,461,003 |
Non-PEO NEO [Member] | Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (5,839,653) | 5,017,803 | 79,195 |
Non-PEO NEO [Member] | Fair Value as of Prior Fiscal YearEnd of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (3,532,373) | $ 0 | $ 0 |