PROPOSAL1:ELECTIONOFDIRECTORS Director Biographies GAILJ.MCGOVERN DEBORAHM.MESSEMER President and Chief Executive Officer of the FormerMajorMarketManagingPartner AmericanRedCross at KPMG INDEPENDENT INDEPENDENT BoardCommittees: Directorsince: Age: BoardCommittees: Directorsince: Age: • Compensation June2015 71 • ARC(AuditCommittee January 2019 65 • Governance(Chair) Financial Expert) KeyQualificationsandExperience: KeyQualificationsandExperience: Technology Global CEO Business Financial Technology Global Senior and Business Experience Development Services and Business Leadership Innovation and Strategy Innovation Regulatory Finance Consumer, Sales, ESG Business Regulatory Finance and Consumer, Sales, Marketing and Brand Development Accounting Marketing and Brand Management and Strategy Management Talent Other Public ESG Talent Other Public Management Company Board Management Company Board Service Service ReasonsforNomination: ReasonsforNomination: Ms.McGovernbringsauniqueperspectivetotheBoardand BasedonherextensiveexperienceatKPMGforclientsin her role as Governance Chair based on her leadership industries including financial services and technology, Ms. experienceinregulatedindustriesandmission-driven Messemerprovidesstrongstrategicandfinanceexpertise, organizations, including through her current role as includingwithrespecttofinancialreportingandinternal President and CEOoftheAmericanRedCross. controls. OtherPublicCompanyBoards: OtherPublicCompanyBoards: • DTEEnergyCompany • AllogeneTherapeutics,Inc. Experience,SkillsandQualificationsofParticularRelevanceto • TPG,Inc PayPal: Experience,SkillsandQualificationsofParticularRelevance • Extensiveexecutiveexperienceinstrategicplanning,sales and to PayPal: marketing, customer relations and corporate finance • Morethan30yearsofexperienceinfinance,strategy,market • Strongexpertiseinregulatorymatters andgovernmentrelations development,regulation,governanceandoperations garneredthroughleadershippositionsinregulatedindustries • Strongleadershipandpeoplemanagementexperienceas • Brings a strong perspective from the academic and nonprofit ManagingPartnerofKPMGsBayAreaandNorthwestregion, worldsalignedwithPayPalsmissionandvision leading a team of over 3,000 employees Biography: • Extensiveexpertise in financial reporting, due diligence, mergersandacquisitionsandinternalcontrolsoverfinancial • President and Chief Executive Officer of the American Red reporting as Audit EngagementPartner or Senior Relationship Cross, a humanitarianorganization, since June 2008 Partner for companies in a variety of industries, including • Faculty memberattheHarvardBusinessSchool,from2002to financial services and technology 2008 Biography: • President of Fidelity Personal Investments, from 1998 to 2002 • Servedforover35yearsatKPMG,oneoftheworldsleading • ExecutiveVicePresident,ConsumerMarketsDivisionatAT&T professional services firms, first in the audit practice, then as Corporation, from 1997 to 1998 Audit EngagementPartnerorGlobalSeniorRelationshipPartner • ServesasatrusteeofTheJohnsHopkinsUniversitySchoolof for clients in a variety of industries, including financial services Medicine andtechnology.ShewasManagingPartnerofKPMGsBayArea andNorthwestregion,responsibleforleadingteamsin10 offices across all functions, from 2008 through her retirement in September2018 • ServedontheBoardofDirectorsofCarbon,Inc.,aprivately heldcompany 18 •2023ProxyStatement