Governance Overview

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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

10 of 11 director nominees are independent

Majority vote standard for uncontested director elections

Independent Board Chair with significant responsibilities

Stockholder right to call a special meeting

All directors stand for annual election

Regular review of Board and executive succession planning

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

Strong stockholder engagement practices

Diverse Board in which 5 of 11 director nominees are women or from a diverse ethnic group

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

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

Proxy access for qualifying stockholders

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

Robust stock ownership requirements for our executives and directors

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

Prohibition on hedging and pledging transactions by executive officers and directors

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

Inspiring Belonging across PayPal

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 57% of our executive leadership team are women and/or from diverse ethnic groups.

Diversity of Our Board

*50% of our Board members are women or from a diverse ethnic group

Diversity of Our Executive Leadership Team

**57% of our executive directors 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.