Business Context and Reporting Period
This Form 8-K Current Report, filed on February 3, 2026, covers events occurring on February 2, 2026, for PayPal Holdings, Inc. The filing primarily addresses significant changes in executive leadership and board composition under Item 5.02.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements and personnel changes.
Material Changes
- CEO Transition: Alex Chriss resigned as President, Chief Executive Officer, and Board member effective February 2, 2026.
- Interim Leadership: Jamie Miller, currently Chief Financial and Operating Officer, was appointed Interim President and CEO effective immediately.
- New CEO Appointment: Enrique Lores was appointed President and CEO, effective March 1, 2026. He previously served as Chair of the Board and CEO of HP Inc.
- Board Changes: Enrique Lores stepped down as Chair of the Board. David Dorman was appointed Chair effective February 2, 2026.
Compensation, Outlook, and Risks
Executive Compensation Arrangements
Enrique Lores (New CEO):
- Annual Base Salary: $1,450,000.
- Target Bonus: 200% of base salary.
- Equity Awards:
- Make-whole RSUs: $20,000,000 grant date value, vesting over three years.
- 2026 Annual RSUs and PSUs: $16,500,000 each.
- 2027 Advance RSUs: $11,000,000 grant date value.
- One-time PSUs: $25,000,000 target value, vesting based on stock price performance between years 3 and 5, with a maximum payout of 250%.
Jamie Miller (Interim CEO):
- Retention Award: $3,000,000 cash award vesting 67% on February 2, 2027, and 33% on February 2, 2028, contingent on continued employment.
Alex Chriss (Outgoing CEO):
- Severance: Eligible for payments and benefits under the Executive Change in Control and Severance Plan for termination without cause.
- Transition: Will remain an employee in a non-officer capacity through March 2, 2026.
Outlook and Risks
The filing does not provide specific financial guidance or outlook. The primary risk disclosed relates to the transition of leadership and the substantial equity and cash compensation commitments made to secure the new CEO and retain the interim CEO.
Investor Verification Checklist
- Verify the exact vesting schedules and performance metrics for Enrique Lores' $25,000,000 one-time PSUs.
- Confirm the total potential payout for Alex Chriss under the separation agreement.
- Review the full text of the Offer Letter (Exhibit 10.1) and Retention Letter (Exhibit 10.2) for additional covenants or clawback provisions.
- Monitor the transition period between February 2 and March 1, 2026, for any interim operational announcements.
