What is the total compensation for Gabrielle Rabinovitch as acting CFO?

While not a single lump sum, her compensation includes an annual base salary of $750,000, a target bonus of 125% of her base salary, and an equity grant valued at $2,500,000. The equity is split between restricted stock units (RSUs) and performance-based restricted stock units (PBRSUs).

When will Ms. Rabinovitch's equity awards vest?

The service-based RSUs will vest over three years, with one-third vesting on the first anniversary of October 15, 2022, and the remainder vesting quarterly thereafter. The performance-based PBRSUs are expected to vest in March 2026, contingent on achieving company performance conditions for the 2023-2025 period.

What are the terms of Ms. Rabinovitch's severance eligibility?

She is eligible for the Executive Change in Control and Severance Plan at the Executive Vice President level during her acting CFO role and for six months after. This eligibility is contingent on her continued efforts to support the CFO transition. After this six-month period, her severance eligibility would revert to the Senior Vice President level unless otherwise determined.

Are there any specific conditions under the Severance Plan that would NOT be considered 'Good Reason' for Ms. Rabinovitch?

Yes, the agreement specifies that a return to a role or title similar to her pre-acting CFO position, or a change in her reporting structure such that she no longer reports to the CEO or is required to report to the CFO, will not constitute 'Good Reason' under the Severance Plan.

PYPL 8-K: Leadership Changes

Summary

This 8-K filing from PayPal Holdings, Inc. details the compensation package for Gabrielle Rabinovitch in her role as acting Chief Financial Officer (acting CFO). The agreement, effective September 27, 2022, outlines a substantial salary, bonus opportunity, and significant equity awards, including both time-based and performance-based restricted stock units. This compensation structure aims to incentivize Ms. Rabinovitch during her tenure as acting CFO and through a transition period. Investors should note the specifics of the equity grants, which include a three-year vesting schedule for RSUs and a performance-based vesting for PBRSUs tied to company-wide metrics for the 2023-2025 period. Additionally, her participation in the Executive Change in Control and Severance Plan at an elevated level is contingent on her continued support during the CFO's transition, providing a layer of retention and alignment for a defined period.

Key Highlights

1Gabrielle Rabinovitch appointed acting CFO with a compensation package approved on September 27, 2022.
2Annual base salary of $750,000 for the duration of her role as acting CFO.
3Target bonus opportunity of 125% of her annual base salary.
4Equity grant valued at $2,500,000, comprising RSUs and PBRSUs.
5RSUs vest over three years from October 15, 2022.
6PBRSUs will vest in March 2026, based on company performance metrics for 2023-2025.
7Eligibility for the Executive Change in Control and Severance Plan at the Executive Vice President level for a specified period post-acting CFO role, contingent on continued support during CFO transition.

PayPal Holdings, Inc. 8-K Report, Executive Changes (Oct 3, 2022)

Summary

Key Highlights

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