PayPal Holdings, Inc. - Governance

Corporate governance

Robust corporate governance practices are critical to executing our business strategy and driving long-term, sustainable value creation. Our overall governance framework is designed to drive strong oversight, create Board and management accountability and demonstrate PayPal’s commitment to transparency, independence and diversity. We hold ourselves to the highest ethical standards and operate all facets of our business with integrity, from the Board of Directors and senior management to our workforce and our supply chain.

Our company is overseen by an independent and highly effective Board of Directors. We seek to ensure our Board is composed of directors who have highly relevant skills, professional experiences and backgrounds, bring diverse viewpoints and perspectives and effectively represent the long-term interests of our stockholders. At least annually, the Board conducts an in-depth review of overall strategy, which includes engagement with leaders on key topics of interest, including business objectives, the competitive landscape, capital allocation and corporate sustainability and impact (CS&I) matters.

Our commitment to strong corporate governance is detailed in our Proxy Statement, which provides extensive disclosure on our Board structure and composition, strategy and risk oversight, stockholder engagement, executive compensation and other key governance topics.

Key governance provisions

11 of 12 directors are independent

Majority vote standard for uncontested director elections

Independent Board Chair with significant responsibilities

Stockholder right to call a special meeting

Simple majority vote standard for charter/bylaw amendments and mergers/business combinations

Regular review of Board and executive succession planning

Diverse Board in which 6 of 12 directors are women or from a diverse ethnic group

Strong stockholder engagement practices

Diverse characteristics considered in assessing Board composition include sexual orientation, ethnicity, nationality and cultural background

Director service limited to no more than four public company boards, including the PayPal Board

Committed to actively seeking highly qualified women and individuals from underrepresented communities to include in the initial pool from which director nominees are chosen

Proxy access for qualifying stockholders

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

Robust stock ownership requirements for our executives and directors

Annual Global Impact Report disclosing our performance, progress and strategy on key non-financial risks and opportunities

Prohibition on hedging and pledging transactions by executive officers and directors

Inspiring belonging

We have a strong commitment to belonging and inclusion at every level of PayPal starting with our Board and extending to our executive leadership team. 50% of our Board members are women and/or from diverse ethnic groups, and 71% of our executive officers are women and/or from diverse ethnic groups.

Diversity of Our Board

^*50% of our Board members are women and/or from diverse ethnic groups

Diversity of Our Executive Leadership
Team

^**71% of our executive officers are women and/or from diverse ethnic groups

Corporate governance documents

The Board of Directors of PayPal Holdings (the "Company") sets high standards for the Company's employees, officers, and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Download Description

Amended and restated bylaws of PayPal Holdings, Inc.

Corporate governance and nominating committee charter

Audit, risk, and compliance committee charter

Governance guidelines of the board of directors

Code of business conduct and ethics

Stock ownership guidelines

Compensation committee charter

PayPal global tax policy