Diego Scotti
PayPal HoldingsAbout Diego Scotti
Executive Vice President and General Manager, Consumer Group at PayPal; in current position since December 2023; age 52 . Career track includes senior marketing leadership at Verizon, J.Crew, Vogue, and American Express, with expertise in brand, go-to-market, and consumer engagement . Company performance during 2024 (his first full year on the team) showed TPV growth of 10% to $1.68T, net revenues of $31.8B, non-GAAP operating income of $5.8B, and GAAP EPS of $3.99; non-GAAP EPS was $4.65 . Long-term incentives are tied to relative TSR vs S&P 500; the 12‑month performance period for the 2024–2026 PBRSUs achieved the 84th percentile, subject to three‑year cliff vesting and a negative absolute TSR cap .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verizon | Executive Vice President, Chief Marketing Officer | 2014–2023 | Led global marketing; consumer brand and growth initiatives at scale |
| J.Crew | Senior Vice President, Chief Marketing Officer | 2011–2014 | Drove brand and marketing transformation |
| Vogue | Executive Director, Marketing | 2008–2011 | Led marketing for a premier media brand |
| American Express | Various roles incl. VP, Global Advertising & Brand Management | 1992–2008 | Global advertising and brand leadership in financial services |
External Roles
No public company board or external governance roles disclosed for Scotti in the proxy .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary ($) | 750,000 | Annualized base per offer letter and CD&A |
| AIP Target (% of Salary) | 125% | Per offer letter (go‑forward compensation) |
| AIP Target ($) | 937,500 | Calculated using 12/1/2024 base |
| Actual AIP Paid ($) | 1,865,625 | Company score 199% and individual score 100% |
| 2024 Salary Earned ($) | 750,000 | As reported |
| Cash Sign‑On Bonus ($) Paid in 2024 | 1,000,000 | First half of $2,000,000 sign‑on; scheduled in two installments with clawback terms |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Outcomes
| Metric | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Transaction Margin Dollars ($B) | 50% | 13.600 | 13.950 | 14.400 | 14.658 | 200% |
| Non‑GAAP Operating Income ($B) | 50% | 5.000 | 5.400 | 5.850 | 5.838 | 197% |
| Company Performance Score | — | — | — | — | — | 199% |
| Individual Performance Score (Scotti) | — | — | — | — | — | 100% |
| Final Bonus Paid ($) | — | — | — | — | — | 1,865,625 |
Notes: 2024 AIP funded 100% in cash; metrics updated to emphasize profitable growth and include SBC in non‑GAAP .
Long‑Term Incentives (LTI) – Structure and Grants
| Grant Type | Grant Date | Target Shares/Value | Vesting | Performance Metric / Target | Status |
|---|---|---|---|---|---|
| PBRSUs (2024–2026) | 3/1/2024 | 102,546 target shares ($6.25M) | 3‑year cliff; settle 3/1/2027 | rTSR vs S&P 500; target 55th pctile; 12‑mo achieved 84th pctile; cap at 100% if absolute TSR negative over 36‑mo | In progress |
| RSUs (Service‑based) | 1/15/2024 | 103,058 shares ($6.286M grant‑date FV) | 1/3 on first anniversary; remainder vests quarterly over 3 years | N/A | Unvested as of 12/31/2024 |
Program changes: LTI redesigned to rTSR vs S&P 500 with three discrete measurement periods and three‑year cliff vesting; PBRSU payouts capped if 36‑month absolute TSR is negative .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 25,578; less than 1% of class |
| Unvested RSUs (12/31/2024) | 103,058 (market value $8.796M at $85.35/share) |
| Unearned PBRSUs (12/31/2024) | 205,092 assumed at max for disclosure (market value $17.505M at $85.35/share) |
| Options (Exercisable/Unexercisable) | None held; company does not currently grant options |
| Pledging/Hedging | Prohibited for executive officers and directors |
| Ownership Guidelines | EVP requirement: 3× base salary; five years to comply; 25% net shares retention until compliant |
| Compliance Status | NEOs “on track” to meet guidelines within five years |
Employment Terms
| Topic | Key Terms |
|---|---|
| Start Date, Role | In current position since December 2023; EVP & GM, Consumer Group |
| Cash Sign‑On Bonus | $2,000,000 total (two installments: 50% near start, 50% at 6 months); repayment required if resignation or termination for cause within 1–2 years per schedule |
| Severance (non‑CIC) | EVPs: 1.0× base salary + 1.0× target bonus; continued vesting for certain awards within 12 months; no prorated bonus; “good reason” trigger eliminated for non‑CEO |
| Change‑in‑Control (Double Trigger) | 2.0× base + 2.0× target bonus; 24 months of COBRA; accelerate time‑based awards; performance awards vest based on actual achievement through CIC date; no excise tax gross‑ups; no single‑trigger |
| Clawbacks | Mandatory recovery policy (Rule 10D‑1) for restatements; broader clawback for Code violations, material harm, or certain restatements; time‑based equity subject to clawback |
| Hedging/Pledging Policy | Hedging and pledging prohibited for directors and executive officers |
| Deferred Compensation | DCP available; NEOs did not participate in 2024 |
Compensation Structure Analysis
- Shifted short-term pay to 100% cash AIP (no PBRSUs in AIP), reducing burn and potential near‑term selling pressure while aligning payouts to company results (transaction margin dollars and non‑GAAP operating income) .
- Long-term program moved from revenue/free cash flow CAGRs to rTSR vs S&P 500 with target at 55th percentile and three‑year cliff; introduces market-relative rigor and retention while capping payouts if absolute TSR is negative .
- Executive Severance Plan updated: reduced non‑CIC severance multiples; eliminated “good reason” outside CIC for non‑CEO; tightened ELTIP eligibility—mitigates excess severance risk and streamlines administration .
- Stockholder alignment reinforced by ownership guidelines (EVP 3× salary), mandatory retention, and prohibition on hedging/pledging .
Say‑on‑Pay, Peer Group, and Governance
- 2024 say‑on‑pay support: 83% approval; investor outreach covered ~39% of institutional shares engaged; feedback supported profitability‑linked metrics and program changes .
- Compensation peer group spans technology and financial companies (e.g., Adobe, Salesforce, Visa, Mastercard, U.S. Bancorp) to reflect talent markets; reviewed annually with Compensia as independent consultant .
- Key compensation policies: pay‑for‑performance, independent consultant, clawbacks, stock ownership requirements, and prohibition on hedging/pledging; no excise tax gross‑ups; no single‑trigger CIC; no repricing of options .
Investment Implications
- Retention and alignment: Three‑year cliff PBRSUs (settle in 2027) and 3‑year RSU vesting create strong retention through 2026–2027; EVP ownership guideline with mandatory retention further aligns incentives .
- Reduced near‑term selling pressure: Cash‑only AIP lowers incremental equity issuance and potential forced selling to cover taxes/expenses on annual awards; option exposure is nil .
- Performance linkage: AIP funded at 199% from profitable growth metrics; PBRSU rTSR structure ties payouts to market‑relative performance with downside cap if absolute returns are negative—supports pay‑for‑performance discipline .
- Severance economics: EVPs receive 2.0× cash in CIC and 1.0× outside CIC with tighter triggers—market‑standard protections with lower excess risk after 2024 amendments .