Governance Overview

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Corporate Governance

Our Company is overseen by a diverse, independent, and well-functioning Board of Directors with the right mix of skills, experiences, diversity, and backgrounds. 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 issues.

Our commitment to strong corporate governance is exhibited by our disclosure in our annual Proxy Statement. Our Proxy Statement provides detailed information on our Board structure and composition, stockholder rights and engagement, executive compensation, and other key governance topics.

Key Governance Provisions

Strong Board independence — 11 of 12 directors are independent

Independent Chairman with robust responsibilities

Majority vote standard for uncontested director elections

Stockholder right to call a special meeting

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

Separate Chairman and CEO roles

Proxy access for qualifying stockholders

Strong stockholder engagement practices

All directors stand for annual election

Robust stock ownership requirements for our executive officers and directors

Comprehensive Global Impact Report with information on environmental sustainability, social innovation, employees and culture, and responsible business practices

Diverse board in which 5 of 11 director nominees are women or from underrepresented ethnic groups

Inspiring Diversity across PayPal

We continue to demonstrate a strong commitment to diversity and inclusion, from our workforce to our Board. Since becoming an independent public company in July 2015, we’ve added five directors to our Board — all from diverse backgrounds. In 2019, half of our Board was made of up of either women or ethnically diverse men. The Board also promotes inclusion across the workplace. For example, for International Women’s Day 2019, we hosted a fireside chat with Board members Gail McGovern, Debbie Messemer, and Ann Sarnoff, along with Louise Pentland, our Chief Business Affairs & Legal Officer, to discuss gender balance and how to create change in the workplace.

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.