PayPal

On February 7, 2024, PayPal, Inc. (collectively with PayPal Holdings, Inc. and PayPal, Inc.’s and PayPal Holdings, Inc.’s respective subsidiaries and affiliates the “Company”) and Aaron Karczmer, the Company’s Executive Vice President, Chief Enterprise Services Officer, entered into a Separation Agreement (the “Agreement”). Under the Agreement, Mr. Karczmer will depart from the Company on April 30, 2024. The circumstances of Mr. Karczmer’s departure from the Company qualify him for a severance pay benefit, Annual Incentive Plan (“AIP”) bonus treatment, health benefits, equity award treatment and outplacement services consistent with a “Qualifying Termination” (as defined in the Executive Vice President section of Appendix A, by reason of subsection b.) under the terms of the PayPal Holdings, Inc.

On January 8, 2024, PayPal, Inc. (collectively with PayPal Holdings, Inc. and PayPal, Inc.’s and PayPal Holdings, Inc.’s respective subsidiaries and affiliates the “Company”) and Peggy Alford, the Company’s Executive Vice President, Global Sales and Merchant Services, entered into a Separation Agreement (the “Agreement”). The Agreement was entered into in connection with Ms. Alford’s upcoming departure from the Company on January 31, 2024, which was announced on December 6, 2023. The circumstances of Ms. Alford’s termination of employment with the Company qualify her for a severance pay benefit, Annual Incentive Plan (“AIP”) bonus treatment, health benefits, equity award treatment and outplacement services consistent with a “Qualifying Termination” (as defined in the Executive Vice President section of Appendix A, by reason of subsection a.) under the terms of the PayPal Holdings, Inc.

On December 21, 2023, PayPal, Inc. (collectively with PayPal Holdings, Inc. and PayPal, Inc.’s and PayPal Holdings, Inc.’s respective subsidiaries and affiliates the “Company”) and Gabrielle Rabinovitch, the Company’s Senior Vice President, Investor Relations, entered into a Transition Agreement (the “Agreement”). Under the Agreement, Ms. Rabinovitch is expected to continue to serve in her current role through December 31, 2023 (the “Transition Start Date”), receiving her regular salary and benefits through the Transition Start Date. Following the Transition Start Date, Ms.

On December 14, 2023, PayPal Holdings, Inc. (the “Company”) announced that Daniel Schulman will retire from the Board of Directors effective as of December 31, 2023. Mr. Schulman’s decision does not reflect any dispute or disagreement with the Company.

On December 6, 2023, PayPal Holdings, Inc. (the “Company”) announced that Peggy Alford, Executive Vice President, Global Sales, will cease to serve in her current role effective as of December 31, 2023, and will depart from the Company on January 31, 2024. Ms. Alford’s departure does not reflect any dispute or disagreement with the Company.

On October 31, 2023, PayPal Holdings, Inc. (the “Company,” and collectively with its consolidated subsidiaries, “PayPal”) appointed Jamie Miller as the Company’s Executive Vice President, Chief Financial Officer, effective November 6, 2023. Ms. Miller, age 55, previously served as Partner, Global Chief Financial Officer of Ernst & Young Global Limited, a global provider of assurance, tax, strategy and transactions and consulting services, since February 2023. Prior to that, Ms. Miller served as Chief Financial Officer of Cargill, Incorporated, a global food, agricultural, financial and industrial products company, from June 2021 to January 2023, and as Head of Corporate Strategy of Cargill from April 2022 to January 2023. Prior to joining Cargill, Ms.

Appointment of Chief Executive Officer On August 14, 2023, PayPal Holdings, Inc. (the “Company”, and collectively with its consolidated subsidiaries, “PayPal”) announced that its Board of Directors (the “Board”) appointed Alex Chriss as President and Chief Executive Officer of the Company (“CEO”), effective as of September 27, 2023 (the “Effective Date”). Mr. Chriss was also appointed as a member of the Board, effective as of the Effective Date. Mr. Chriss, age 46, currently serves as Executive Vice President and General Manager of Intuit Inc.’s (“Intuit’s”) Small Business and Self-Employed Group, a position he has held since January 2019. In such role, Mr. Chriss serves on Intuit’s executive leadership team and has led a global organization of thousands of colleagues that delivered QuickBooks and Mailchimp to millions of users globally. Prior to that, Mr.

On August 8, 2023, PayPal Holdings, Inc. (the “Company”) announced that Jonathan Auerbach, Executive Vice President, Chief Strategy, Growth and Data Officer, will depart from the Company on June 1, 2024. Mr. Auerbach will continue to serve as Executive Vice President, Chief Strategy, Growth and Data Officer through December 31, 2023, at which point Mr. Auerbach will cease to serve in such position and will remain with the Company as an advisor through June 1, 2024. Mr. Auerbach’s departure does not reflect any dispute or disagreement with the Company and Mr. Auerbach’s compensation will be unchanged during the period he serves as an advisor. The circumstances of Mr.

At the 2023 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the “Company”) held on May 24, 2023 (the “Annual Meeting”), the stockholders, upon the recommendation of the Company’s Board of Directors, approved the amendment and restatement of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan (the “2015 Plan” and, as amended and restated, the “Amended Equity Plan”). The Amended Equity Plan increased the number of shares of common stock of the Company (the “Shares”) reserved for issuance under the 2015 Plan by an additional 34.6 million Shares. A summary of the Amended Equity Plan was also included as part of Proposal 3 in the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 13, 2023 (the “Proxy Statement”).

On March 7, 2023, PayPal Holdings, Inc. (the “Company”) announced that Blake Jorgensen, Executive Vice President and Chief Financial Officer, will step down from his position as the Company’s Chief Financial Officer, effective immediately. Mr. Jorgensen will remain with the Company as a senior advisor through September 15, 2023. Mr. Jorgensen’s decision does not reflect any dispute or disagreement with the Company and Mr. Jorgensen’s compensation will be unchanged during the period he serves as a senior advisor. Gabrielle Rabinovitch will continue to serve as acting Chief Financial Officer and SVP, Investor Relations and Treasurer. The circumstances of Mr. Jorgensen’s termination of employment with the Company qualify him for severance benefits consistent with a “Qualifying Termination” (as defined in Appendix A, subsection a.) under the terms of the PayPal Holdings, Inc.

As previously disclosed in the Original Report, the Company announced in August 2022 that Mr. Britto intended to step down as Chief Product Officer at the end of 2022. Mr. Britto’s intended departure was in connection with an internal management restructuring. On September 8, 2022, the Company announced that it had appointed John Kim to serve as Chief Product Officer, effective September 26, 2022. Upon Mr. Kim’s appointment, Mr. Britto ceased to be an executive officer of the Company. Mr. Britto is now expected to remain employed by the Company until February 28, 2023, at which time his position will be eliminated. On February 10, 2023, the Company and Mr. Britto entered into the Separation Agreement, which, in exchange for a release of claims and other valuable consideration, provides for the payment of severance benefits following Mr.

On February 8, 2023, Dan Schulman, President and Chief Executive Officer, notified the Board of Directors (the “Board”) of PayPal Holdings, Inc. (the “Company”) of his intention to retire from the Company on December 31, 2023 or upon the appointment of a successor thereafter. Mr. Schulman’s intention to retire does not reflect any dispute or disagreement with the Company. Mr. Schulman will continue to serve on the Board and work with the Board on a smooth leadership transition. The Board will retain a search firm to help find Mr. Schulman’s successor.

On January 3, 2023, Jeffrey Karbowski, Vice President and Chief Accounting Officer, notified PayPal Holdings, Inc. (the “Company”) of his decision to resign from the Company effective February 10, 2023 to pursue another opportunity. Mr. Karbowski’s resignation does not reflect any dispute or disagreement with the Company. Gabrielle Rabinovitch, Acting Chief Financial Officer and SVP, Investor Relations and Treasurer, has been designated as the Company’s principal accounting officer on an interim basis effective upon Mr. Karbowski’s departure.

On September 27, 2022, the Compensation Committee of the Board of Directors of PayPal Holdings, Inc. (the “ Company ”) approved the terms of a letter agreement dated September 27, 2022 between the Company and Gabrielle Rabinovitch (the “ Letter Agreement ”) in connection with Ms. Rabinovitch’s previously announced appointment as the Company’s acting Chief Financial Officer (“acting CFO”) effective September 14, 2022, including the following: • An annual base salary of $750,000 for the duration of Ms. Rabinovitch serving as acting CFO. • A target bonus opportunity of 125% of her annual base salary , payable in accordance with the terms and conditions of the PayPal Annual Incentive Plan . • An equity grant with a grant date value of $2,500,000 under the Company’s Amended and Restated 2015 Equity Incentive Award Plan.

Appointment of Acting Chief Financial Officer On September 14, 2022, PayPal Holdings, Inc. (the “Company”) announced that Blake Jorgensen, Executive Vice President and Chief Financial Officer, is taking a leave of absence for health reasons. The Board of Directors has appointed Gabrielle Rabinovitch to serve as the Company’s acting Chief Financial Officer and perform the duties of the principal financial officer of the Company, effective immediately. Ms. Rabinovitch, age 43, joined the Company in April 2016. She currently serves as the Company’s Senior Vice President, Capital Markets, Investor Relations and Treasurer. Previously, she served as the Company’s interim Chief Financial Officer from May 2022 to August 2022, and as Senior Vice President, Corporate Finance and Investor Relations from September 2021 to September 2022. Prior to that, Ms.

On August 2, 2022, the Company announced that Blake Jorgensen has been appointed to serve as Executive Vice President, Chief Financial Officer, effective August 3, 2022. Mr. Jorgensen, age 62, brings nearly 40 years of leadership experience in financial and operational excellence across various industries and a deep understanding of consumer products, technology, and commerce to his role. Mr. Jorgensen previously served as Executive Vice President of Special Projects at Electronic Arts Inc. (“EA”) from March 2022 to July 2022, as Executive Vice President and Chief Financial Officer of EA from September 2012 to March 2022, and as EA’s Chief Operating Officer from April 2018 to October 2021. He also managed EA’s Business Development team in charge of all licensing deals in sports and entertainment, as well as the Corporate Development team in charge of all M&A and partnerships.

On June 15, 2022, the Compensation Committee of the Board of Directors of PayPal Holdings, Inc. (the “ Company ”) approved the terms of a letter agreement dated June 15, 2022 between the Company and Gabrielle Rabinovitch (the “ Letter Agreement ”) in connection with Ms. Rabinovitch’s previously announced appointment as the Company’s interim Chief Financial Officer, including the following: • RSU Grant : Ms. Rabinovitch was granted a service-based restricted stock unit award with a grant date value of $1.5 million (the “ RSU Grant ”) under the Company’s Amended and Restated 2015 Equity Incentive Award Plan (the “ Plan ”), effective as of June 15, 2022 (the “ Grant Date ”).

On April 24, 2022 (the “Approval Date”), in connection with the previously announced resignation of John D. Rainey as Chief Financial Officer and Executive Vice President, Global Customer Operations of the Company, the Compensation Committee of the Board of Directors of the Company approved a $100,000 cash transition bonus, which will be payable to Mr. Rainey within two and a half months following his employment termination date, subject to Mr. Rainey remaining continuously employed by the Company until May 23, 2022. Mr. Rainey’s cash transition bonus is intended to help incentivize Mr. Rainey to continue the transition of his duties through his employment termination date, uninterrupted by any time off including under the PayPal Sabbatical Plan.

On April 6, 2022, John D. Rainey notified PayPal Holdings, Inc. (the “Company”) of his decision to resign as Chief Financial Officer and Executive Vice President, Global Customer Operations. Mr. Rainey is departing the Company in late May 2022 to join Walmart Inc. as its Chief Financial Officer. On April 10, 2022, Gabrielle Rabinovitch was appointed to serve as the Company’s interim Chief Financial Officer, effective immediately upon Mr. Rainey’s departure. Ms. Rabinovitch, age 43, joined the Company in April 2016 and has served as the Company’s Senior Vice President, Corporate Finance and Investor Relations, since September 2021. Prior to that, Ms. Rabinovitch served as the Company’s Vice President, Investor Relations. The selection of Ms. Rabinovitch to serve as the interim Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person.

On November 15, 2021, PayPal Holdings, Inc. (the “Company”) announced that Louise Pentland, Executive Vice President, Chief Business Affairs and Legal Officer, will be stepping down from her current role and will no longer be classified as a Section 16 officer or executive officer of the Company, effective as of December 31, 2021. The Company and Ms. Pentland entered into a separation agreement on November 10, 2021, which, in exchange for a release of claims and other valuable consideration, provides for payment of severance benefits following Ms. Pentland’s intended separation date of July 31, 2022 that are consistent with a Qualifying Termination under the PayPal Holdings, Inc.

On June 30, 2021, PayPal Holdings, Inc. (the “Company”) filed a Form 8-K under

Amendment to Severance Plan On June 29, 2021, the Compensation Committee of the Board of Directors (the “Committee”) of PayPal Holdings, Inc. (the “Company”) approved amendments to the PayPal Holdings, Inc. Executive Change in Control and Severance Plan and Summary Plan Description dated December 31, 2019 (the “2019 Plan”). In addition to severance benefits provided in the event of a Qualifying Termination under the 2019 Plan, the amendments provide for severance benefits to participants in the event of a qualifying retirement, defined as the voluntary resignation from service by a participant, other than as a result of death or disability, at a time when the participant has (i) attained at least 60 years of age and (ii) completed at least seven years of continued service as the Chief Executive Officer (CEO) or a Vice President or above with the Company.

On June 30, 2021, PayPal Holdings, Inc. (the “Company”) announced that Enrique Lores had been appointed as a new member of the Company’s Board of Directors (the “Board”), effective June 29, 2021. Mr. Lores fills a vacancy created by an increase in the size of the Board from 11 to 12, and his term of office will expire at the Company’s 2022 annual meeting of stockholders or when his successor has been elected and qualified. As a non-employee director, Mr. Lores will be entitled to receive compensation as described under “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2021. The committee or committees of the Board on which Mr. Lores may sit have not yet been determined. There is no arrangement or understanding between Mr. Lores and any other persons pursuant to which Mr. Lores was appointed as a director.

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