Governance Overview

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Corporate Governance

Robust and effective oversight and governance are fundamental to building trust with our stakeholders and sustaining our success. Effective corporate governance practices are critical to executing our business strategy and driving long-term, sustainable value creation. Our governance framework drives sound company oversight, ensures Board and management accountability, engenders public trust, demonstrates PayPal’s commitment to transparency, independence and diversity and enables PayPal to adapt to the dynamic and competitive environment in which we operate. 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, dynamic, highly-effective and diverse Board of Directors with the right mix of skills, experiences, and backgrounds for PayPal. As responsible stewards of stockholders’ interests, our directors bring valuable insights, perspectives, and expertise to the Board. Senior executives provide regular, in-depth business and strategy updates to the Board. 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, and capital allocation, as well as ESG matters.

Our Proxy Statement provides further detail on our commitment to strong corporate governance, our Board structure and composition, stockholder rights and engagement, executive compensation, and other key governance topics.

Key Governance Provisions

10 of 11 directors are independent

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

Independent Board Chair with robust responsibilities

Regular review of Board and executive succession planning

Majority vote standard for uncontested director elections

All directors stand for annual election

Stockholder right to call a special meeting

Strong stockholder engagement practices

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

Proxy access for qualifying stockholders

Diverse board in which 5 of 11 directors are women or from a diverse ethnic group

Robust stock ownership requirements for our executive officers and directors

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

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

Governance Guidelines revised to include sexual orientation, ethnicity, nationality and cultural background in the list of diverse characteristics considered in assessing Board composition

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

Inspiring Diversity across PayPal

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. Forty-five percent of our Board members are women or from a diverse ethnic group and 50% of our executive leadership team are women and/or from diverse ethnic groups.

Diversity of Our Board

*45% of our Board members are women or from a diverse ethnic group

Diversity of Our Executive Leadership Team

**50% 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.