PAYPAL HOLDINGS INC (PYPL)
Sector: Financials
2026 Annual Meeting Analysis
PAYPAL HOLDINGS INC · Meeting: May 19, 2026
Directors FOR
4
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Has served since July 2015, giving him full tenure overlap with PayPal's severe 3-year underperformance; PYPL's 3-year return of -38.9% trails the company-disclosed peer group median of +41.2% by 80.1 percentage points, far exceeding the 20-point trigger threshold for negative absolute TSR; the 5-year gap of -103.4pp versus the peer median of +20.8% also triggers the policy (exceeding the 20pp threshold for negative absolute 5-year TSR of -82.6%), so the 5-year mitigant does not apply and the AGAINST vote is sustained.
Has served since June 2015, giving him full tenure overlap with PayPal's severe 3-year underperformance; PYPL's 3-year return of -38.9% trails the company-disclosed peer group median of +41.2% by 80.1 percentage points, far exceeding the 20-point trigger threshold for negative absolute TSR; the 5-year gap of -103.4pp versus the peer median of +20.8% also triggers the policy, so the 5-year mitigant does not apply and the AGAINST vote is sustained; holds 1 outside public board seat, within limits.
Has served as a director since June 2021 (approximately 5 years), giving him meaningful tenure overlap with the 3-year underperformance period; PYPL's 3-year return of -38.9% trails the company-disclosed peer group median of +41.2% by 80.1 percentage points, far exceeding the 20-point trigger for negative absolute TSR; the 5-year gap of -103.4pp versus the peer median also triggers the policy, so the 5-year mitigant does not apply; under the policy, executive directors are subject to the same TSR trigger as all other directors and this AGAINST vote is independent of the Say on Pay determination; recently appointed as CEO in March 2026, but his director tenure began in 2021.
Has served since January 2019, giving her full tenure overlap with PayPal's 3-year underperformance period; PYPL's 3-year return of -38.9% trails the company-disclosed peer group median of +41.2% by 80.1 percentage points, far exceeding the 20-point trigger threshold; the 5-year gap of -103.4pp versus the peer median also triggers the policy, so the 5-year mitigant does not apply and the AGAINST vote is sustained; holds 2 outside public board seats, within limits.
Has served since June 2015, giving him full tenure overlap with PayPal's severe 3-year underperformance; PYPL's 3-year return of -38.9% trails the company-disclosed peer group median of +41.2% by 80.1 percentage points, far exceeding the 20-point trigger threshold; the 5-year gap of -103.4pp versus the peer median also triggers the policy, so the 5-year mitigant does not apply; holds 3 outside public board seats (CSX, Columbia Seligman Premium Technology Growth Fund, Tri-Continental Corp.), within the 4-board limit.
Has served since June 2017, giving her full tenure overlap with PayPal's 3-year underperformance period; PYPL's 3-year return of -38.9% trails the company-disclosed peer group median of +41.2% by 80.1 percentage points, far exceeding the 20-point trigger threshold; the 5-year gap of -103.4pp versus the peer median also triggers the policy, so the 5-year mitigant does not apply and the AGAINST vote is sustained; holds 0 outside public board seats.
Has served since July 2015, giving him full tenure overlap with PayPal's severe 3-year underperformance; PYPL's 3-year return of -38.9% trails the company-disclosed peer group median of +41.2% by 80.1 percentage points, far exceeding the 20-point trigger threshold; the 5-year gap of -103.4pp versus the peer median also triggers the policy, so the 5-year mitigant does not apply; holds 2 outside public board seats (Intel and Mobileye), within limits.
For Analysis
Joined the board in March 2025, which is within the 24-month exemption window, so she is not subject to the stock performance trigger; no overboarding, independence, or attendance concerns.
Joined the board in July 2024, which is within the 24-month new-director exemption window, so he is not subject to the TSR trigger; no overboarding (1 public board), independence, or attendance concerns.
Joined the board in March 2026, which is well within the 24-month new-director exemption window, so she is not subject to the TSR trigger; holds 2 outside public board seats (Samsara and Intel), which is within the 4-board limit for non-executive directors.
Joined the board in June 2025, which is within the 24-month new-director exemption window, so she is not subject to the TSR trigger; holds 1 outside public board seat, within limits; no independence or attendance concerns.
PayPal's stock has lost approximately 39% over the past three years while the company's own disclosed compensation peer group gained about 41% on average — a gap of more than 80 percentage points. This severe underperformance triggers an AGAINST vote for all directors whose tenure meaningfully overlaps with that period. Directors who joined within the past 24 months (Chik, Di Sibio, Henry, and Stanley) are exempt under the new-director grace period. The 5-year track record provides no relief because the 5-year underperformance gap versus peers (-103.4pp on a -82.6% absolute 5-year return) also exceeds the applicable 20-point trigger threshold, confirming sustained rather than transient underperformance.
Say on Pay
✗ AGAINSTCEO
Alex Chriss
Total Comp
$25,243,486
Prior Support
N/A
CEO Alex Chriss received total compensation of approximately $25.2 million for 2025, a figure that is well above what would be expected for a CEO at a financial technology company in PayPal's market cap range, and the company's stock fell roughly 39% over the past three years while the company's own peer group gained about 41% — a gap of more than 80 percentage points. The pay-for-performance alignment check fails: above-benchmark incentive pay was awarded during a period of severe, sustained underperformance relative to peers, meaning executives were rewarded while shareholders suffered significant losses. The compensation structure does include performance-based equity tied to relative total shareholder return, but the sheer magnitude of pay combined with the depth of underperformance versus disclosed peers means the incentive program has not delivered alignment with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$19,275,000
Non-Audit Fees
$1,781,000
Non-audit fees (audit-related fees of $1,467K plus tax fees of $222K plus other fees of $92K, totaling $1,781K) represent approximately 9.2% of core audit fees of $19,275K, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so the tenure trigger cannot fire; PwC is a Big 4 firm fully appropriate for a company of PayPal's size and complexity.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 5
Stockholder Proposal — Policy on Provision of Services in Conflict Zones
This proposal asks PayPal to adopt a specific policy governing how it provides services in conflict zones, which is an operational and business-practice mandate rather than a simple disclosure or governance improvement — the highest bar under the policy framework. The full text of the proposal and the proponent's identity were not completely captured in the provided filing excerpts, making it impossible to confirm filer type or prior-year vote history; in the absence of that information, and given the board's opposition and the elevated standard required for operational mandates to clear, the appropriate determination is AGAINST. If the filer were identified as an ideological advocacy organization, that would independently disqualify support under the policy's symmetry rule.
Proposal 6
Stockholder Proposal — Reduce Threshold to Call Special Meetings of Stockholders
Reducing the ownership threshold required to call a special meeting is a mainstream governance improvement that gives shareholders a more meaningful ability to act between annual meetings — this type of proposal is broadly supported by institutional investors and proxy advisors as it enhances shareholder rights without constraining business operations. PayPal already permits shareholders to call special meetings, so this proposal would lower an existing threshold rather than create a new right, making it an incremental but meaningful improvement. Despite the board's opposition and the incomplete filer information, the governance nature of the ask and its alignment with shareholder interests support a FOR determination, provided the filer is not an ideological advocate — nothing in the available text suggests ideological motivation for a simple threshold-reduction request.
Overall Assessment
PayPal's 2026 annual meeting ballot is dominated by a stark pay-for-performance failure: the stock has lost nearly 39% over three years while the company's own peers gained roughly 41%, triggering AGAINST votes for seven of eleven director nominees (all those with more than 24 months of tenure) and an AGAINST on Say on Pay due to above-benchmark CEO compensation delivered during sustained underperformance. The auditor ratification passes cleanly with non-audit fees well within policy limits, and the special-meeting threshold reduction proposal merits shareholder support as a straightforward governance improvement.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing