Enrique Lores
PayPal HoldingsAbout Enrique Lores
Enrique Lores, age 59, is PayPal’s Independent Board Chair (appointed July 2024) and has served as a director since June 2021; he is also President and CEO of HP Inc., bringing deep product, operational, and global technology leadership to PayPal’s board . The Board has determined Lores is independent under Nasdaq standards and PayPal’s Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc. | President & CEO | Nov 2019–Present | Led growth-oriented portfolio, digital transformation, talent management |
| HP Inc. | President, Imaging & Printing Solutions | Nov 2015–Oct 2019 | Senior operating leadership in core businesses |
| Hewlett-Packard Company | Various roles (e.g., VP Imaging & Printing EMEA; SVP & GM Business Personal Systems; Separation Leader) | 1989–2015 | Extensive product and operational experience; global perspective |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| HP Inc. | Director; President & CEO | Nov 2019 | Public company; technology industry |
| PayPal Holdings, Inc. | Independent Board Chair | Jul 2024 | Chairs executive sessions; robust chair responsibilities |
Board Governance
- Independence: Board concluded Lores meets Nasdaq and Governance Guidelines independence standards .
- Chair responsibilities: Calls meetings; sets agendas with CEO; liaises on sensitive issues; chairs independent director sessions; leads CEO evaluation; conducts board self-evaluation review; engages with investors .
- Committees: Not currently listed on ARC, Compensation, or Governance committees; previously a member of ARC before chair transition .
- Attendance: Board met 5 times in 2024; each director nominee serving in 2024 attended at least 89% of Board and applicable committee meetings .
- Executive sessions: Independent directors meet in executive session at regularly scheduled meetings; chair leads these .
- Stockholder engagement: Since 2024 meeting, PayPal contacted holders of ~62% of institutional shares; Lores personally met investors representing ~28% of institutional shares .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (all non-employee directors) | $80,000/year | Standard program (2024) |
| Board Chair cash retainer | $87,500/year | In addition to director retainer |
| Committee chair retainers | ARC $40,000; Comp $25,000; Gov $20,000/year | N/A to Lores in 2024 |
| Committee member retainers | ARC $20,000; Comp $18,000; Gov $10,000/year | N/A to Lores in 2024 |
| Lores — Fees earned or paid in cash (2024) | $138,674 | Includes prorated Chair retainer from July 24, 2024 |
- Election to receive stock in lieu of cash: Lores elected to forgo $138,596 cash and received 2,293 fully vested shares for retainers in 2024 .
- Deferred Compensation Plan: Directors may defer 5–100% of retainers and equity; distributions post-service or in specified year; lump sum or installments 2–15 years .
Performance Compensation
| Equity Component | Amount | Shares/Terms | Performance Metrics |
|---|---|---|---|
| Annual equity grant (all non-employee directors) | $275,000 (fully vested stock) | Shares determined by meeting-date closing price | None (director equity is not performance-based) |
| Additional Board Chair equity | $87,500 (fully vested stock) | Prorated for Lores due to July 24, 2024 appointment; included in $347,650 stock awards total | None (director equity is not performance-based) |
- 2024 Director Stock Awards — Lores: $347,650 total stock awards (includes annual director equity and prorated Chair equity) .
- Options/PSUs: Not disclosed for directors; director equity awards are fully vested common stock, not options/PSUs .
Other Directorships & Interlocks
| Company | Relationship to PYPL | Role | Potential Interlock/Conflict |
|---|---|---|---|
| HP Inc. | Unrelated; tech hardware | CEO and Director | No related-person transactions reported for FY2024; policy requires ARC approval if any arise |
- Board service limit: Director service limited to no more than four public company boards (including PayPal board) . Lores serves as PayPal director and on HP’s board; within guideline .
Expertise & Qualifications
- Deep product and operational experience at highest levels of IT; extensive international leadership and consumer-facing business expertise .
- Corporate strategy development in growth-oriented portfolios; digital transformation; talent management .
Equity Ownership
| Holder | Beneficial Shares | % of Class | DSUs | Deferred Shares | Notes |
|---|---|---|---|---|---|
| Enrique J. Lores | 24,050 | <1% (asterisk) | — | 18,236 | Outstanding shares: 977,395,128 as of Apr 9, 2025 |
- Director stock ownership guidelines: 5× annual retainer within five years; each director met or is on track as of Record Date .
- Hedging/pledging: Prohibited for executive officers and directors .
- Deferred holdings: Deferred shares count toward ownership guidelines; unvested restricted units and unexercised options do not .
Governance Assessment
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Strengths:
- Independent Chair with robust responsibilities and active investor engagement; Lores personally met investors representing ~28% of institutional shares, enhancing transparency and oversight .
- Proven operational CEO experience at HP supports board effectiveness in technology, global operations, and strategy .
- Clear independence determination and conflict controls; no related-person transactions requiring disclosure in FY2024 .
- Strong attendance (≥89%) and structured board oversight across risk, compensation, and governance; Lores chairs independent sessions .
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Alignment and incentives:
- Director compensation uses a mix of cash and fully vested equity, with optional deferral; Lores took retainers in stock (2,293 shares), aligning with shareholders .
- Rigorous stock ownership guidelines (5× retainer); directors meet/on track; hedging/pledging banned .
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Risks/Red Flags:
- Administrative lapse: Late Form 4 filing for Lores reflecting prorated 2024 retainer and equity upon chair appointment (July 24, 2024); noted as an administrative error and disclosed in Delinquent Section 16(a) .
- Time commitments: Concurrent HP CEO role can be demanding; PayPal governance limits total public boards and requires disclosure of changes to maintain independence and suitability . No related-party transactions reported .
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Implications:
- Investor confidence benefits from independent chair structure and active engagement; equity retainer elections and ownership guidelines reinforce alignment .
- Compliance systems and ARC oversight (including cybersecurity, privacy, AI) mitigate operational and governance risk; Lores previously served on ARC, enhancing continuity .