Carmine Di Sibio
PayPal HoldingsAbout Carmine Di Sibio
Carmine Di Sibio (age 62) is an independent director of PayPal Holdings, Inc., serving since July 2024; he sits on the Audit, Risk and Compliance Committee (ARC) and is designated an Audit Committee Financial Expert, bringing deep financial and regulated-financial-institution advisory experience from his tenure as Global Chairman and CEO of EY . The Board has determined he is independent under Nasdaq and PayPal’s Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY (Ernst & Young) | Global Chairman and CEO | Jul 2019 – Jun 2024 | Led global firm; championed innovation and technology transformation of services . |
| EY | Global Managing Partner – Client Service | 2013 – 2019 | Oversaw global client service; senior leadership role . |
| EY | Chair, Global Financial Services Markets Executive; Regional Managing Partner, Americas Financial Services Organization | Prior roles | Started EY Risk Management and Regulatory Services; extensive regulated financial company advisory . |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Prudential Financial, Inc. | Director (Public company) | Since Jul 2024 | Not disclosed in PYPL proxy . |
Board Governance
- Committee assignments: Member of the Audit, Risk and Compliance Committee (ARC); identified as an Audit Committee Financial Expert .
- ARC activity and composition: ARC met 9 times in 2024; the Board determined all ARC members are independent and financially literate; audit committee financial experts include David M. Moffett, Carmine Di Sibio, and Deborah M. Messemer .
- Independence and service: The Board determined Mr. Di Sibio is independent; directors are limited to no more than four public company boards, including PayPal .
- Attendance: In 2024, each director nominee who served during the year attended at least 89% of Board and applicable committee meetings; independent directors meet in executive session at regularly scheduled Board meetings .
- Board leadership and oversight context: Independent Chair Enrique Lores (appointed July 2024) leads a separated Chair/CEO structure with robust responsibilities; ARC oversees enterprise risk including cybersecurity, privacy, and AI .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit, Risk and Compliance (ARC) | Member; Audit Committee Financial Expert | 9 | Oversees financial reporting, auditor, internal audit, and enterprise risk (incl. cybersecurity, privacy, AI) . |
Fixed Compensation
- Structure (non-employee director program): Annual cash retainer $80,000; ARC committee member retainer $20,000; ARC Chair $40,000; annual equity (fully vested common stock) $275,000; additional Board Chair equity $87,500. Directors may elect to receive retainers in stock; prorated for mid-year appointments .
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard for all non-employee directors . |
| ARC committee member retainer | $20,000 | For each ARC member (non-chair) . |
| Annual equity award (fully vested common stock) | $275,000 | Granted following the annual meeting; prorated for mid-year appointees . |
- Realized 2024 compensation (prorated for service starting July 1, 2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Carmine Di Sibio | 50,411 | 245,635 | 296,046 |
Notes: Mr. Di Sibio’s 2024 retainers and equity award were prorated from his July 1, 2024 appointment; his equity grant was fully vested common stock .
Performance Compensation
- Non-employee directors do not receive performance-based cash bonuses or PBRSUs/options; the equity component is granted as fully vested common stock (no performance metrics) .
| Component | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Director annual equity | Fully vested common stock (value-based grant) | None | Fully vested at grant; prorated for mid-year appointments . |
Other Directorships & Interlocks
- Current public company board: Prudential Financial, Inc. (since July 2024) .
- No interlocks or related-party transactions were reported involving Mr. Di Sibio; overall, PayPal reported no related-person transactions requiring disclosure since the beginning of fiscal 2024 and maintains ARC-administered related-person transaction oversight .
Expertise & Qualifications
- Qualifications relevant to PYPL: Proven leadership of a complex multinational, financial expertise, technology and transformation focus, and extensive advisory experience with regulated financial companies; designated Audit Committee Financial Expert .
- Skills matrix areas (as summarized in biography): business strategy for growth and capital efficiency; technology-enabled service transformation .
Equity Ownership
- Beneficial ownership (as of April 9, 2025): 4,249 shares; less than 1% of outstanding; includes securities deemed outstanding per SEC rules for beneficial ownership determination .
- Deferred equity: 4,249 deferred shares held under the Deferred Compensation Plan as of December 31, 2024; no DSUs reported for him .
- Stock ownership guidelines: Non-employee directors must hold stock equal to 5x annual retainer within five years; as of the record date, each director met or is on track to meet the guideline (new directors have five years) .
- Hedging/pledging: Prohibited for directors and executive officers .
| Holder | Total Beneficial Ownership (#) | % of Class | Deferred Shares (#) | DSUs (#) |
|---|---|---|---|---|
| Carmine Di Sibio | 4,249 | <1% | 4,249 | 0 |
Governance Assessment
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Strengths:
- Deep audit/financial controls and regulated financial services expertise; designated Audit Committee Financial Expert, strengthening ARC oversight of financial reporting and enterprise risk (including cybersecurity and AI) .
- Independence affirmed; Board limits outside boards to four, and he currently serves on one other public board (Prudential), indicating manageable commitments .
- Ownership alignment supported by fully vested equity grants, rigorous 5x retainer stock ownership guideline, and prohibition on hedging/pledging .
- Board/committee attendance culture is strong (≥89% for 2024 among nominees who served), and ARC was active (9 meetings), supporting effective oversight .
-
Potential watch items:
- Newer tenure (joined July 2024) warrants continued monitoring of his engagement depth as ARC responsibilities include complex regulatory, privacy, and AI risk areas .
- Concurrent service on Prudential’s board adds workload, though within PayPal’s governance limits; no related-person transactions were reported .
Overall signal: His audit and regulated-financial services background, independence, ARC role, and “audit committee financial expert” designation support investor confidence in board oversight of financial reporting and risk. No conflicts or related-party exposures were disclosed, and director pay is standard and equity-heavy, aligning with long-term shareholder interests .