8-KLeadership ChangesExhibits & Filings

PayPal Holdings, Inc. 8-K Report, Executive Changes (Dec 30, 2019)

Filed December 30, 2019For Securities:PYPL

Summary

PayPal Holdings, Inc. (PYPL) filed an 8-K on December 30, 2019, to announce the adoption of a new Executive Change in Control and Severance Plan (the "Plan"), effective December 31, 2019. This Plan aims to standardize severance benefits for eligible senior executives, including the CEO and EVPs, in the event of a "Qualifying Termination." It consolidates and supersedes previous severance and change in control plans and individual agreements, creating a more uniform approach to executive compensation protection. The new Plan outlines specific severance components, including cash payments based on salary and bonus multiples, prorated bonuses, accelerated equity awards, continued COBRA premiums, and outplacement services. The benefits vary depending on whether the termination occurs during a "Change in Control Period." This filing is important for investors as it provides transparency into the company's executive compensation policies and the financial implications of potential leadership changes, particularly in scenarios involving mergers, acquisitions, or other significant corporate events.

Key Highlights

  • 1Adoption of a new standardized Executive Change in Control and Severance Plan (the "Plan") effective December 31, 2019.
  • 2The Plan supersedes prior severance plans and individual agreements, consolidating executive severance policies.
  • 3Eligible participants include the CEO and all Executive Vice Presidents (EVPs).
  • 4Severance benefits include cash payments, prorated bonuses, accelerated equity awards, and continued COBRA premiums.
  • 5Benefit levels differ based on whether a "Qualifying Termination" occurs during a "Change in Control Period."
  • 6The CEO's severance multiple is 2x salary and target bonus, both within and outside a Change in Control Period.
  • 7EVPs receive a 2x multiple within a Change in Control Period and 1.5x outside of it.

Frequently Asked Questions

The primary purpose is to standardize and consolidate severance benefits for eligible senior executives, including the CEO and EVPs, in the event of a "Qualifying Termination." This Plan replaces previous, potentially disparate, severance plans and individual agreements, creating a more uniform approach to executive compensation protection.

The eligible participants are the Company's Chief Executive Officer (CEO) and each of the Company's Executive Vice Presidents (EVPs).

The severance benefits include a cash payment calculated as a multiple of annual base salary and target bonus, a prorated annual cash bonus, acceleration of outstanding and unvested equity awards, payment of COBRA premiums for a specified period, and outplacement services.

If a "Qualifying Termination" occurs within a "Change in Control Period," participants generally receive enhanced benefits. This includes a higher multiple for severance payments (e.g., the CEO's multiple remains 2x, but EVPs also get 2x), full acceleration of equity awards, and a longer period of COBRA premium coverage (e.g., 24 months in a lump sum for EVPs within a Change in Control Period).