Form 8-K - Current report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2024

PayPal Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-36859			47-2989869
(State or other jurisdiction			(Commission File Number)			(I.R.S. Employer
of incorporation)						Identification No.)

2211 North First Street

San Jose, CA 95131

(Address of principal executive offices)

[phone]

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.0001 par value per share			PYPL			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2024, PayPal Holdings, Inc. (the “Company,” and collectively with its consolidated subsidiaries, “PayPal”) announced the appointment of Christopher Natali as the Company’s Vice President, Chief Accounting Officer, effective June 20, 2024.

Mr. Natali, age 47, previously served as Chief Accounting Officer and Interim Chief Financial Officer of Alteryx, Inc., since March 2024, and Chief Accounting Officer of Alteryx since January 2022. As Chief Accounting Officer of Alteryx, he was responsible for global accounting operations, external reporting, tax, treasury and procurement. Prior to that, Mr. Natali was Vice President, Assistant Corporate Controller for Hewlett Packard Enterprise (HPE) from June 2015 to January 2022, where he was responsible for external reporting, corporate accounting, global accounting policies and procedures, Sarbanes Oxley compliance, mergers and acquisitions, financial diligence and integration and revenue recognition. Prior to HPE, Chris held roles of increasing responsibility in finance and accounting at Gymboree, Hyatt Hotels Corporation and Hewitt Associates. He began his career in the audit practices of Arthur Andersen and Deloitte.

Mr. Natali was not selected as the Company’s Vice President, Chief Accounting Officer pursuant to any arrangement or understanding between him and any other person. Mr. Natali does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Natali’s appointment as Vice President, Chief Accounting Officer, the Company entered into an offer letter with Mr. Natali (the “Offer Letter”) setting forth the terms of his employment and compensation. Pursuant to the Offer Letter, Mr. Natali will be an at-will employee and will be entitled to an annual base salary of $400,000 and eligible for an annual target bonus of 45% of his annual base salary pursuant to PayPal’s Annual Incentive Plan, which will be pro-rated for 2024 based on his start date. Mr. Natali is also eligible to receive a one-time sign on bonus of $1,000,000, payable in two installments and contingent on Mr. Natali remaining employed with PayPal on the date of each payment, provided that such sign on bonus is subject to recovery if Mr. Natali resigns from PayPal or his employment is terminated for cause within certain timeframes set forth in the Offer Letter.

The Offer Letter also provides that Mr. Natali will receive an initial grant of restricted stock units having a targeted grant date value of $2,000,000 (the “RSUs”). One-third (1/3) of the RSUs will vest on the first anniversary of the grant date, with one-twelfth (1/12) of the RSUs vesting on each quarterly vest date thereafter, conditioned upon Mr. Natali’s continued employment with a PayPal company. The RSUs are expected to be awarded on or about July 15, 2024. The number of PayPal shares subject to the RSUs will be equal to the targeted grant date value divided by the average PayPal stock closing price for the 30 trading days prior to the grant date of the RSUs, rounded up to the nearest whole share.

Mr. Natali will be eligible to participate in the PayPal Holdings, Inc. Executive Change in Control and Severance Plan as amended and restated effective as of September 27, 2021, as it may be amended or restated from time to time. As an executive of the Company, Mr. Natali will also be eligible to participate in the Company’s deferred compensation plan. The Company will also enter into an indemnification agreement with Mr. Natali substantially in the form as applicable to other similarly situated executive officers of the Company.

The foregoing description of the Offer Letter and compensation arrangements does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Exhibit Title or Description
10.1			Offer Letter, dated May 28, 2024, by and between PayPal Holdings, Inc. and Christopher Natali
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PayPal Holdings, Inc.
			(Registrant)
Date: June 3, 2024			/s/ Brian Y. Yamasaki
			Name: Brian Y. Yamasaki
			Title: Vice President, Corporate Legal and Secretary

May 28, 2024

Christopher Natali

1338 Edgewood Road,

Redwood City, CA 94062

Dear Christopher,

I am delighted you expressed interest in learning about PayPal and our Vice President, Chief Accounting Officer position. We have enjoyed getting to know you better and understanding how your experience, expertise and leadership approach aligns with helping PayPal on our mission to democratize financial services and improve the financial health of individuals, families, businesses and communities around the world. We are excited at the prospect of you joining as a leader at PayPal, and we are pleased to offer you the full-time, exempt position of Vice President, Chief Accounting Officer, currently reporting to Jamie Miller, Executive Vice President, Chief Financial Officer.

Through this letter, I will present the specifics of your job offer and compensation package, including legal terms and conditions. Please review this content and sign where noted, via DocuSign. Should you have any questions, please reach out Jason Tarazi.

Your Compensation Package

Salary and Bonuses

At PayPal, we pride ourselves on offering a competitive total rewards package. Your annual base salary will be $400,000 (paid bi-weekly at $15,384.61 per pay period, less applicable deductions and tax withholdings).

You will be eligible to participate in the 2024 PayPal Annual Incentive Plan (“AIP”), subject to the terms and conditions of the AIP as determined by the Compensation Committee of the Board of Directors of PayPal Holdings, Inc or its delegate (the “Committee”). The AIP is an incentive bonus that is calculated based on your individual achievement as well as company performance for the year. The AIP performance period is from January 1 through December 31. Your target bonus for the AIP is 45% of your annual base salary, generally pro-rated based on your start date with a PayPal company (“start date”) and days of service in an AIP-eligible position during the AIP performance period. There is no guarantee any AIP bonus will be awarded or received, and any actual bonus will be determined after the end of the AIP performance period. Any AIP bonus, even if it is made repeatedly or regularly and whatever its amount, can never lead to a vested right for you, the employee.

To be eligible to receive any AIP bonus, you must be employed before October 1st of the AIP performance period, and you must remain employed on the date the bonus is paid, subject to applicable laws. If your start date commences on or after October 1st, your eligibility to participate in the AIP will begin on January 1st of the following calendar year. Any bonus is at PayPal’s sole and absolute discretion and subject to the terms and conditions of the AIP. PayPal reserves the right, in its sole discretion, to amend, change or cancel the AIP at any time. Further, the bonus plan that you are eligible to participate in may change over time. You acknowledge and agree that PayPal may substitute the plan referenced in this letter and any contract of employment or any offer documentation, as it determines in its sole discretion from time to time.

In addition, PayPal is also offering you the following:

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•A one-time sign on bonus of $1,000,000 (less applicable deductions and tax withholdings) (the “Sign On Bonus”). You will be eligible to receive the Sign On Bonus in 2 installments: $500,000 within the first two pay periods following your start date, and $500,000 within two pay periods following the 6-month anniversary of your start date.

The Sign On Bonus is subject to a couple conditions: (1) you need to be employed with PayPal on the date of each payment, otherwise you will not earn or receive the Sign On Bonus, and (2) if you resign or PayPal terminates your employment for cause before the designated date(s) in the attached Repayment Agreement, the Sign On Bonus will not be earned, and is subject to repayment to PayPal. Details are in the attached Repayment Agreement.

•As a PayPal executive, you will also receive the initial equity grant described below and will be eligible to receive additional annual equity grants beginning in 2025, depending on your performance as assessed by your manager and subject to approval by the Committee.

Equity grants are subject to applicable taxes and withholdings and are governed by the applicable award agreement and any other related documents.

Grant			Value			Vesting Schedule
Restricted Stock Units (RSUs)			USD $2,000,000			The value of the RSUs will be converted into a number of PayPal shares in accordance with PayPal policies. One-third (1/3) of the RSUs subject to the award will vest on the first anniversary of the grant date, with one-twelfth (1/12) of the RSUs subject to the award vesting on each quarterly vest date thereafter, conditioned upon your continued employment with a PayPal company.

Please note: The above is only a summary of the RSUs. Once your equity award is approved and processed (subject to the approval of the Committee or its delegate), the grant date for RSUs is generally on or around the 15th of the month following the month of your first day of employment. You will be notified by E*TRADE to set up your account, and will be prompted to accept your grant online.

All employees are subject to PayPal’s Insider Trading Agreement, which outlines the procedures and guidelines governing securities trades by company personnel. You will be provided with a copy of PayPal’s Insider Trading Agreement. Please review the Agreement carefully and execute the online certification through our SilkRoad Onboarding Portal to submit it to PayPal’s People team.

Benefits

You will also receive benefits from PayPal. Please refer to the benefit plan documents for more details, including eligibility. Details about company benefits, including the Employee Stock Purchase Program, 401(k), Sabbatical Program, and Tracking-Free Vacation, are available here: https://www.paypalbenefits.com/us Take a look. They’re pretty amazing. Let us know if you have questions about any of them.

Since you will be part of PayPal’s executive team, you’re also eligible for the PayPal Holdings, Inc. Deferred Compensation Plan

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The above is just an overview. For more details and plan limitations, please review the applicable Summary Plan Descriptions, plan documents, program summaries or agreements. You’ll see that we’re serious about offering a generous benefits package, though PayPal reserves the right to make changes or cancel any benefits at any time, in PayPal’s sole discretion.

Workplace

Your role may be performed outside of a PayPal office part of the time with the use of virtual working tools we provide. You must work virtually from a location near to the San Jose PayPal office, within the United States. In addition to any in-person working, you may also be required to be present in a PayPal office for in-person collaboration. We may amend or end the location of your role or remove the ability to work virtually at any time and will give you notice if we do so. You may find more details, including our expectations of you, within our Offsite Working Policy and associated policies.

Terms and Conditions

This offer is contingent upon the results of your background verification and reference checks, as PayPal deems appropriate, in its sole discretion. Please do not hesitate to contact Jennifer Lam at [e-mail] if you have any questions pertaining to your background verification or reference checks.

Under federal immigration laws, PayPal is required to verify each new employee’s identity and legal authority to work in the United States. Accordingly, please be prepared to furnish appropriate documents satisfying those requirements; this offer of employment is conditioned on submission of satisfactory documentation. You will be provided with a list of the required documents.

Your employment at PayPal is at-will and either you or PayPal may terminate your employment at any time, with or without cause or advance notice. The at-will nature of the employment relationship can only be changed by written agreement signed by PayPal’s EVP, Chief Human Resources Officer. Other terms, conditions, job responsibilities, compensation and benefits may be adjusted by PayPal from time to time in its sole discretion.

Although your employment with PayPal is at-will and either you or PayPal may terminate your employment at any time, with or without cause or advance notice, as a part of PayPal’s executive team, you may be eligible to severance in certain circumstances pursuant and subject to the terms and conditions of any applicable severance program, policy or plan that PayPal may maintain from time to time. If you are subject to a legal hold as of the date your PayPal employment terminates, you must timely provide to PayPal all mobile devices in your possession that may contain relevant data (including but not limited to applicable text messages) for appropriate preservation of such data, upon PayPal’s request. The PayPal reserves the right to make changes or cancel any program, policy, plan and benefit at any time, in PayPal’s sole discretion.

Kindly indicate your consent to this offer letter by signing and returning a copy through DocuSign. In addition to this letter, other important documents, including the Mutual Arbitration Agreement and the Employee Proprietary Information and Inventions Agreement, outline additional terms and conditions of your employment. These documents will be provided to you for signature via our online candidate portal, SilkRoad. Please be sure to thoroughly review these documents prior to signing. These documents must be signed and returned prior to your start date.

Upon your signature below, this will become our binding agreement with respect to your employment and its terms, merging and superseding in their entirety all other or prior written or oral offers, agreements and communications. In accepting this offer and signing below, you acknowledge that you have not relied upon any statement, promise, agreement or representation not set forth in this letter.

We respect the privacy of all employees and will comply with all applicable laws regarding processing of personal information. All such personal information is processed in accordance with the PayPal Employee Privacy

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Statement, a copy of which has been given to you in connection with this Agreement. You acknowledge that you have reviewed and understand the Employee Privacy Statement.

At PayPal, we are continuing to write the next chapter in transforming the world’s digital economy. We believe the opportunities ahead of us are greater than ever, and we hope you will join us on the journey.

Jason P. Tarazi

Senior Manager, Global Executive Recruiting

ACCEPTED:

/s/ Christopher Natali

Christopher Natali

Date: May 29, 2024

Anticipated Start Date (Contingent upon background check): Thursday, June 20, 2024    

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Sign On Bonus
Repayment Agreement

If you resign or PayPal terminates your employment for cause (or notice is provided related to such resignation or termination for cause):

First Payment

•On or prior to the first anniversary of the payment date of the first installment (the “First Payment”) of the Sign On Bonus (as defined in the offer letter to which this Repayment Agreement is attached) (which installment is $500,000), you must pay to PayPal an amount equal to 100% of the First Payment.

•After the first anniversary of the payment date of the First Payment and on or prior to the second anniversary of the payment date of the First Payment, you must pay to PayPal an amount equal to the First Payment, provided that your repayment obligation for the First Payment will be reduced by 1/24th for every full month of active employment with PayPal following your start date.

Second Payment

•On or prior to the first anniversary of the payment date of the second installment (the “Second Payment”) of the Sign On Bonus (which installment is $500,000), you must pay to PayPal an amount equal to 100% of the Second Payment.

For purposes hereof, “cause” shall mean any of the following, as determined by PayPal: (i) your failure to substantially perform your assigned duties, other than failure resulting from your death or complete incapacity due to physical or mental illness or impairment; (ii) an act by you that constitutes misconduct and that may be, in PayPal’s sole discretion, injurious in any way to PayPal or any of its affiliates or subsidiaries (collectively, the “PayPal Companies”); (iii) a material violation by you of any law or regulation relating to the business of any of the PayPal Companies; or (iv) a breach by you of your fiduciary duty to any of the PayPal Companies.

ACCEPTED:

/s/ Christopher Natali

Christopher Natali

Date: May 29, 2024

Cover Page	May 29, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Registrant Name	PayPal Holdings, Inc.
Entity Central Index Key	0001633917
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36859
Entity Tax Identification Number	47-2989869
Entity Address, Address Line One	2211 North First Street
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	967-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	PYPL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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