Alex Chriss
PayPal HoldingsAbout Alex Chriss
Alex Chriss is President and CEO of PayPal Holdings, Inc. (PYPL) and a member of its Board of Directors since September 2023; he is 47 and brings extensive product, technology, and global payments leadership from Intuit, where he led major business units and the Mailchimp acquisition . Under his leadership, PayPal returned to profitable growth in 2024, delivering $1.68T TPV (+10%), $31.8B net revenues (+7%), non-GAAP operating income of $5.8B, and free cash flow of $6.8B, with non-GAAP EPS of $4.65 and GAAP EPS of $3.99; the annual incentive plan (AIP) for 2024 paid near maximum based on transaction margin dollars and non-GAAP operating income performance . Long-term incentives now emphasize rTSR vs. the S&P 500 (target 55th percentile) with three-year cliff vesting; rTSR for 2024 (the first tranche of 2024–2026 PBRSUs) achieved the 84th percentile, earning 200% of the tranche, subject to a cap if 36-month absolute TSR is negative .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intuit Inc. | EVP & GM, Small Business & Self-Employed | Jan 2019–Sep 2023 | Led QuickBooks and Mailchimp for millions of customers; oversaw Mailchimp acquisition to expand platform capacity and customer base . |
| Intuit Inc. | SVP & Chief Product Officer, Small Business | Jan 2017–Dec 2018 | Managed full suite of QuickBooks products, including payroll and payments . |
| Intuit Inc. | VP & GM, Self-Employed segment | Aug 2013–Dec 2016 | Led Self-Employed segment in the Small Business division . |
| Intuit Inc. | Various roles incl. Intuit Partner Platform | Jul 2004–Jul 2013 | Progressive leadership in product and partner platform development . |
External Roles
| Category | Details |
|---|---|
| Public company boards | None . |
| Private/non-profit boards | Not disclosed for Alex in PayPal proxies; no additional listings provided . |
Fixed Compensation
| Component (2024) | Detail |
|---|---|
| Base Salary | $1,250,000 . |
| Target AIP Bonus % | 200% of base salary . |
| Actual AIP Paid (2024) | $4,975,000 cash (Company score 199%; individual score 100%) . |
| Perquisites and Other | $433,527 total, including $419,727 for personal security/aircraft use and $13,800 401(k) match . |
| 2024 Total Compensation | $6,658,527 . |
Performance Compensation
| Program | Metric | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2024 AIP | Transaction Margin Dollars | 50%; Target $13.95B; Threshold $13.60B; Max $14.40B | Actual $14.658B; 200% of target metric; Company score contributed to 199% overall . | Cash, annual . |
| 2024 AIP | Non-GAAP Operating Income (incl. SBC) | 50%; Target $5.40B; Threshold $5.00B; Max $5.85B | Actual $5.838B; 197% of target metric; Company score contributed to 199% overall . | Cash, annual . |
| 2024–2026 PBRSUs | rTSR vs. S&P 500 | Target 55th percentile; 3 discrete tranches (12/24/36 months) | 2024 tranche achieved 84th percentile; earns 200% of that tranche subject to 36-month negative TSR cap . | 3-year cliff; settlement Mar 1, 2027 . |
| 2023–2025 PBRSUs (initial CEO grant) | FX-neutral revenue CAGR & free cash flow CAGR | Target set in 2023 plan; up to 200% achievement | Outstanding as of 12/31/24; unearned shares shown below; will vest based on performance; settlement Mar 1, 2026 . | 3-year performance; settles Mar 1, 2026 . |
Initial CEO equity on hire (grant values documented in 2024 proxy):
- Initial RSU: $16,750,000 (standard 3-year vest) .
- Initial PBRSU: $17,000,000 (3-year performance) .
- Make-Whole RSUs: $10,000,000 (50% vest at 1-year; 50% at 2-year; accelerated upon qualifying termination) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 9, 2025) | 132,430 shares; less than 1% of outstanding . |
| Stock Ownership Guidelines | CEO required 6x base salary; 5-year compliance window; retain 25% of net shares until met; NEOs on track . |
| Hedging/Pledging | Prohibited for directors and executive officers; no pledging permitted . |
| Options | None outstanding; no option holdings or exercises in 2024 . |
| Unvested RSUs (12/31/24) | 186,239 shares; market value $15,895,499; 3-year vest schedule . |
| Make-Whole/Two-Tranche RSUs (12/31/24) | 83,391 shares; market value $7,117,422; 50% at 1-year; 50% at 2-year . |
| Unearned PBRSUs (12/31/24) | 567,058 shares; market value $48,398,400; 2023–2025 plan; settle Mar 1, 2026 (performance-based) . |
Note: Market values computed at $85.35 per share (12/31/24 closing price) per proxy methodology .
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment start | September 2023 as President & CEO; director since Sep 2023 . |
| Base/Bonus targets | Base $1,250,000; AIP target 200% of base . |
| Executive Severance Plan (updated Jul 24, 2024) | Outside CIC: cash severance multiple reduced to 1.5x for CEO (base + target bonus); no prorated current-year bonus; eliminates “good reason” trigger for non-CEO EVPs; adjusts ELTIP eligibility to awards ≥12 months old; removes COBRA subsidy under ELTIP . |
| Change-in-Control (CIC) | Double-trigger only; 2.0x cash (base + target bonus); 24 months of COBRA premiums; prorated AIP for year of termination; accelerates time-based equity; performance equity earned based on performance through CIC date . |
| CIC equity handling | If awards not assumed by acquirer, automatic acceleration; performance awards determined on actual performance through CIC; time-based awards accelerate . |
| Clawbacks | Mandatory recovery policy per SEC Rule 10D-1/Nasdaq; separate clawback allows forfeiture/repayment for Code violations, material harm, or certain restatements; applies to cash and equity incentives . |
| Tax gross-ups | No excise tax gross-ups; “best net pay” reduction if 280G excise tax would reduce net after-tax benefits . |
Potential payments (illustrative, as of 12/31/24): Involuntary termination outside CIC: $20,735,944; Involuntary termination within CIC: $59,748,094; Death/Disability: $47,212,121 (includes equity settlement assumptions per proxy) .
Board Governance
- Board service: Director since September 2023; not independent; no committee memberships; attends board meetings (2024 board met 5 times; each director serving in 2024 attended at least 89% of meetings and applicable committees) .
- Leadership structure: Separate Independent Chair (Enrique Lores, appointed July 2024) with robust responsibilities; CEO is not Chair, mitigating dual-role concerns .
- Independence and committees: Majority independent board; Compensation Committee chaired by David W. Dorman; members Jonathan Christodoro and Gail J. McGovern; ARC Committee chaired by David M. Moffett; Governance Committee chaired by Gail J. McGovern .
- Executive sessions: Independent directors hold executive sessions; Independent Chair leads sessions .
Director Compensation (context; Alex is an employee director)
- Non-employee director annual cash retainer $80,000; Chair additional $87,500; committee chair/member retainers as disclosed (ARC: $40k chair/$20k member; Comp: $25k chair/$18k member; Gov: $20k chair/$10k member); annual equity $275,000 for directors and $87,500 additional for Chair; director stock ownership guideline: 5x annual retainer within 5 years .
Compensation Peer Group (2024 framework)
- Technology: Adobe, ADP, Block, Intuit, Netflix, Oracle, Salesforce, ServiceNow, Shopify, Uber .
- Financials: American Express, Capital One, Discover, FIS, Fiserv, Global Payments, JPMorgan Chase, Mastercard, U.S. Bancorp, Visa .
Say-on-Pay & Shareholder Feedback
| Year | Approval | Notes |
|---|---|---|
| 2024 | 83% support | Investors broadly supported enhanced profitability-linked metrics and rTSR; extensive engagement conducted . |
| 2023 | 78% support | Led to 2024 program changes: AIP metrics shifted to transaction margin dollars and non-GAAP operating income (incl. SBC), AIP moved to 100% cash; LTI PBRSUs moved to rTSR vs S&P 500 with discrete tranches . |
Performance & Track Record
- 2024 operating highlights: Accelerated innovation (Fastlane guest checkout), omnichannel initiative (PayPal Everywhere), partnerships (Adyen, Amazon, Fiserv, Shopify, Meta), improved Venmo monetization; return to profitable growth with strong transaction margin dollars performance .
- Capital allocation: Repurchased 92M shares in 2024 (~6% average share count reduction); February 2025 authorized additional $15B repurchase to offset equity dilution .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for executives/directors; strong ownership guidelines and retention requirements .
- No option repricing or discounting without stockholder approval; minimum 1-year vesting (with limited carve-out) .
- Related-party transactions: None requiring disclosure where policy was not followed; ARC Committee pre-approves related person transactions .
- Clawback policies in place; mandatory recovery compliant with exchange rules .
Compensation Structure Analysis
- Shift to profitability focus: 2024 AIP metrics updated to transaction margin dollars and non-GAAP operating income (including SBC) to align with durable, profitable growth strategy; AIP moved to 100% cash to reduce burn and align payouts with intended value .
- LTI risk profile: PBRSUs transitioned from revenue/FCF CAGRs to rTSR vs S&P 500 with three discrete measurement periods and a 3-year cliff to reduce short-term volatility impact and enhance retention; negative 36-month absolute TSR caps payouts at 100% .
- Severance modernization: Reduced outside-CIC severance multiple to 1.5x for CEO; eliminated certain triggers and COBRA subsidies in ELTIP to align with market practice and streamline administration .
Employment & Contracts
- New-hire awards (2023): RSU $16.75M, PBRSU $17.0M, Make-Whole RSUs $10.0M (50/50 vest); offer letter terms documented; no 2024 cycle equity beyond initial grants; 2025 LTI expected per program .
Investment Implications
- Pay-for-performance alignment has tightened: near-max AIP payout in 2024 reflects strong operating metrics; future LTI outcomes hinge on rTSR vs S&P 500, reducing reliance on internal target setting and increasing market-linked sensitivity .
- Upcoming vesting/settlements are material: large outstanding RSUs and PBRSUs for 2023–2025 and 2024–2026 cycles settle in March 2026 and March 2027 respectively, which can impact realized pay and potential share sales at those dates; hedging/pledging prohibitions and ownership guidelines support long-term alignment .
- Governance mitigates dual-role risk: independent Chair and majority independent Board with active investor engagement lower CEO+director concentration concerns; committee oversight of compensation, risk, and governance appears robust with clawbacks and no tax gross-ups .
- Equity usage managed: broad-based equity remains critical for talent; burn rate averaged 2.0% (gross) over 2022–2024; repurchases offset dilution, with a new $15B authorization to further mitigate shareholder dilution risk .