Form 4: PayPal Director Deirdre Stanley Receives Equity Compensation and Retainer Shares

PayPal Holdings, Inc. director Deirdre Stanley was granted 4,322 shares of common stock as part of her compensation, including a fully vested stock payment award and shares in lieu of annual retainer fees, deferred under the company's compensation plan.

Summary

• Deirdre Stanley, a Director of PayPal Holdings, Inc. (PYPL), acquired a total of 4,322 shares of common stock on June 24, 2025, as compensation.
• The first grant of 3,543 shares is a fully vested stock payment award, valued at $260,684.93. This amount represents her annual equity award of $275,000, prorated from her appointment date to the first anniversary of the most recent annual stockholders meeting.
• The second grant of 779 shares was received in lieu of annual retainer fees for her services on the Board of Directors and its committees, valued at $57,260.27. This amount represents her annual independent director retainer of $80,000, annual Risk and Compliance Committee member retainer of $20,000, and annual Corporate Governance and Nominating Committee member retainer of $10,000, prorated from her appointment date to December 31, 2025.
• Both stock payment awards were granted at a price of $0.0 per share, indicating they were compensation grants rather than purchases.
• Ms. Stanley has elected to defer the receipt of both stock payment awards under the PayPal Holdings, Inc. Deferred Compensation Plan, as amended and restated.
• Following these transactions, Ms. Stanley beneficially owns 4,322 shares of PayPal common stock directly.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it reflects routine, well-structured director compensation that aligns interests with shareholders, indicating stable corporate governance practices. It is not highly impactful on its own but contributes to overall positive governance perception.

Positives

• The compensation structure, which includes equity awards, aligns the financial interests of Director Deirdre Stanley with those of PayPal's shareholders.
• The grants are part of a clearly defined Independent Director Compensation Policy, indicating structured corporate governance regarding executive and director remuneration.

Future Outlook

Deirdre Stanley has elected to defer the receipt of these stock payment awards under the PayPal Holdings, Inc. Deferred Compensation Plan, indicating a future receipt of these shares.

Management Comments

• "Pursuant to the Company's Independent Director Compensation Policy, the reporting person has been granted and has received a fully vested stock payment award for shares of Company common stock promptly following her appointment as a director of the Company."
• "The number of shares of common stock granted represents the quotient of (A) $260,684.93 (representing the reporting person's annual equity award of $275,000, prorated to reflect the number of days from the date of her appointment to the first anniversary of the most recent annual stockholders meeting), divided by (B) the Company's closing stock price on the date of grant, rounded up to the nearest whole share of common stock."
• "Pursuant to the Company's Independent Director Compensation Policy, the reporting person has elected to receive common stock in lieu of the annual retainer fees payable for services on the Company's Board of Directors and any committees thereof."
• "The number of shares of common stock granted represents the quotient of (A) $57,260.27 (representing the reporting person's annual independent director retainer of $80,000, annual Risk and Compliance Committee member retainer of $20,000 and annual Corporate Governance and Nominating Committee member retainer of $10,000, prorated to reflect the number of days from the date of her appointment to December 31, 2025), divided by (B) the Company's closing stock price on the date of grant, rounded up to the nearest whole share of common stock."
• "The reporting person has elected to defer receipt of this stock payment award under the PayPal Holdings, Inc. Deferred Compensation Plan, as amended and restated."

Industry Context

The granting of equity as compensation to independent directors is a common practice across publicly traded companies, particularly in the technology and financial services sectors, to align director interests with long-term shareholder value.

Comparison to Industry Standards

• The practice of compensating directors with equity, such as stock awards and shares in lieu of cash retainers, is a standard corporate governance practice widely adopted by companies comparable to PayPal, including other large technology and financial services firms like Visa, Mastercard, and Square (Block Inc.).
• The use of a Deferred Compensation Plan for directors' equity awards is also a common mechanism, allowing directors to defer taxation on compensation until a later date, which is a standard benefit offered in the industry.

Corporate Governance

Related Party Transactions

• The transaction involves a director (Deirdre Stanley) receiving compensation (stock awards) from the company (PayPal Holdings, Inc.), which is a standard related party transaction for director remuneration.

Stakeholder Impact

• Shareholders: The equity compensation aligns the director's long-term interests with those of the shareholders, potentially encouraging decisions that enhance shareholder value.
• Employees: No direct impact mentioned, but robust corporate governance can indirectly benefit all stakeholders by fostering a stable and well-managed company.

Next Steps

• The deferred receipt of the stock awards will occur at a future date as per the PayPal Holdings, Inc. Deferred Compensation Plan.

Key Dates

Keywords

PayPal, PYPL, SEC Form 4, Deirdre Stanley, Director Compensation, Equity Award, Stock Grant, Beneficial Ownership, Corporate Governance, Deferred Compensation