Maintaining Prioritizing Diverse Perspectives in Our Board & Leadership 2200222 C2 Coorrppoorraatte Ge Goovveerrnnanancce He Hiighghlliighghttss Strong Corporate We seek to ensure our Board of Directors Diversity Board is composed of PayPal ranked on Independent Board Chair with significant Governance & ESG directors who have highly Fortune’s Modern responsibilities Board 25 list of the relevant skills, professional most innovative Oversight experiences and boards of directors 11 of 12 directors are independent and all directors backgrounds, bring diverse stand for annual election Robust corporate governance practices are critical to viewpoints and perspectives and effectively represent 50% executing our business strategy and driving long-term, the long-term interests of our stockholders. Director service limited to no more than four public sustainable value creation. Our overall governance of the Board are framework is designed to drive strong oversight, The Board conducts in-depth reviews on business women and/or company boards, including the PayPal Board strategy and engages with leaders on key topics of ethnically diverse7 create Board and management accountability and interest, including business objectives, the competitive demonstrate PayPal’s commitment to transparency, Diverse characteristics considered in assessing independence and diversity. We seek to apply the landscape, capital allocation and ESG matters. Board composition including sexual orientation, same approach to the oversight, management and The Board values succession and refreshment as ethnicity, nationality and cultural background implementation of our ESG strategy. critical components of promoting and supporting the Company’s long-term strategy. The Corporate WOMEN ETHNICALLY DIVERSE MEN MEN Committed to actively seeking highly qualified Our commitment to strong corporate governance Governance and Nominating Committee women and individuals from underrepresented is detailed in our Proxy Statement, which provides (Governance Committee) regularly oversees and communities to include in the initial pool from which extensive disclosure on our Board structure and plans for director succession and Board refreshment, director nominees are chosen composition, strategy and risk oversight, stockholder in addition to reviewing executive succession Executive Leadership Diversity engagement, executive compensation and other key planning at least annually. governance topics. Annual performance self-evaluations by the full Board and each committee Incorporating ESG-Related Performance “At PayPal, we believe that sound ESG governance Majority vote standard for uncontested director into Our Executive Compensation and oversight is integral to our business and our ability to drive company performance, deliver on our 64% elections Program mission and uphold our values. Our enterprise-wide of the of Executive Building on the long-standing risk and compliance approach to responsible business management Leadership Team Stockholder right to call a special meeting ratings for each executive and the incorporation helps us drive and protect brand value, are women and/or ethnically diverse7,8 of diversity, inclusion, equity and belonging manage risk, demonstrate competitive Proxy access for qualifying stockholders (DIE&B) considerations as part of our executive differentiation, position PayPal as compensation program beginning in 2021, we an employer of choice and support continued to incorporate DIE&B actions and future opportunities for growth Strong stockholder engagement practices outcomes in our 2022 Annual Incentive Plan. and innovation.” Brian Yamasaki VP, Legal & Corporate Secretary WOMEN ETHNICALLY DIVERSE WOMEN San Jose, CA, U.S. Robust stock ownership requirements for our ETHNICALLY DIVERSE MEN MEN executives and directors 7 Ethnically diverse includes U.S. EEO-1 defined categories American Indian or Alaska Native, Asian, Black or African American, Hispanic or Latino, Native Hawaiian or Other Pacific Islander or Two or More Races. 8 As of December 31, 2022.
2022 Global Impact Report | PayPal Page 6 Page 8