Frank Keller
Executive Vice President, General Manager – Large Enterprise & Merchant Platform Group at 
PayPal Holdings
PayPal HoldingsExecutive
About Frank Keller
Frank Keller is Executive Vice President and General Manager, Large Enterprise & Merchant Platform Group at PayPal, in the role since April 2024; age 51. He has spent over a decade at PayPal in progressively senior product, sales, and platform leadership roles across Europe and global merchant solutions, giving him deep execution experience on enterprise commerce enablement . Company performance context during his recent tenure: PayPal returned to profitable growth in 2024 with total payment volume up 10% to $1.68T, net revenues $31.8B, non‑GAAP operating income $5.8B, GAAP EPS $3.99 and free cash flow $6.8B; rTSR benchmarking now governs long‑term incentives, targeting the 55th percentile vs the S&P 500 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PayPal | EVP/GM – Large Enterprise & Merchant Platform Group | Apr 2024–present | Leads large enterprise merchant platform strategy and execution |
| PayPal | SVP/GM – Large Enterprise & Merchant Platform Group | Nov 2023–Mar 2024 | Transitioned to oversee enterprise solutions for scale merchants |
| PayPal | SVP, GM Merchant & Payments | May 2022–Oct 2023 | Drove merchant payments portfolio performance and product roadmap |
| PayPal | SVP, Enterprise Solutions & Digital Commerce | Jan 2021–Apr 2022 | Led enterprise solutions and digital commerce initiatives |
| PayPal | VP, Europe & Global Inside Sales; Global Sales Transformation Lead | Jun 2019–Jan 2021 | Led European sales and global sales transformation |
| PayPal | VP, Global Head of Consumer Segment | Jul 2018–Jun 2019 | Managed global consumer segment strategy |
| PayPal | Various roles of increasing responsibility | May 2011–Jul 2018 | Multi‑year progression across product/sales leadership |
External Roles
No external directorships or board positions are disclosed for Keller in the latest proxy .
Fixed Compensation
- Executive VP (EVP) annual incentive design: AIP paid 100% in cash beginning 2024 to align payout value and reduce equity burn/dilution .
- EVP AIP target is generally set at 125% of base salary per PayPal’s guidelines (illustrated for EVP NEOs); Keller’s exact base salary and target were not individually disclosed .
Performance Compensation
Annual Incentive Plan (AIP) – Company Metrics and 2024 Outcomes
| Metric | Weighting | Threshold (50% payout) | Target (100%) | Maximum (200%) | Actual Achieved | Payout vs Target |
|---|---|---|---|---|---|---|
| Transaction Margin Dollars ($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% |
Notes:
- 2024 AIP funded solely by company performance on the two equally weighted metrics; individual payouts are then modified by executive-specific performance scores; NEOs received 100% individual performance scores for 2024. Keller’s individual score/payout was not disclosed .
Long‑Term Incentive (LTI) – PBRSU Program Design (2024–2026 Cycle)
- Metric: Relative TSR vs S&P 500; target set at 55th percentile; measured over discrete 12, 24, and 36‑month periods; three‑year cliff vesting; if absolute TSR over 36 months is negative, payout capped at 100% of target .
- Mix: LTI split 50% PBRSUs (performance‑based) and 50% service‑based RSUs vesting over three years (1/3 at first anniversary, remainder quarterly), per EVP practice; Keller’s specific grant amounts not disclosed .
Equity Ownership & Alignment
- Executive stock ownership guidelines: CEO 6x salary; EVPs 3x salary; five‑year compliance window with 25% net‑share retention until met. Keller, as an EVP, is subject to 3x guideline; individual compliance status for Keller not disclosed .
- Hedging/pledging: Prohibited for executive officers and directors (no hedging, no use of PayPal securities as collateral) .
- Beneficial ownership: The proxy lists shares for NEOs and directors; individual beneficial ownership for Keller is not itemized. Aggregate for all directors and executive officers: 756,083 shares as of April 9, 2025, less than 1% of outstanding; Keller not individually enumerated in this table .
Employment Terms
| Topic | Key Terms |
|---|---|
| Plan Coverage | Executive Change in Control and Severance Plan (amended and restated effective July 24, 2024) covers EVPs; confirmed via application to EVP separations (e.g., John Kim) . |
| Termination – Outside Change in Control | Cash severance = 1.0x (EVP) of base salary + target bonus; removal of “good reason” trigger for non‑CEO; no prorated bonus for year of termination; limited continued vesting for awards vesting within 12 months post‑termination . |
| Termination – In Change in Control Period (Double Trigger) | Cash severance = 2.0x base salary + target bonus; lump sum equal to 24 months of COBRA premiums; equity award treatment per plan/Equity Plan; no single‑trigger benefits . |
| Equity on CIC | If awards are not assumed, acceleration per Equity Plan; PBRSU performance determined through date of CIC; no single‑trigger payouts . |
| Tax Gross‑ups | No excise tax gross‑ups; best‑net‑pay cutback provision applies to avoid 280G excise tax if beneficial . |
| Clawbacks | Compensation Committee oversees recovery (“clawback”) policies across executive compensation . |
| Restrictive Covenants | Severance conditioned on release and compliance with restrictive covenants under the plan . |
Performance & Track Record
- 2024 company results under the refreshed leadership team show a pivot to profitable growth: transaction margin dollars increased to $14.7B, non‑GAAP operating income rose to $5.8B, GAAP EPS $3.99; cash from operations $7.5B; free cash flow $6.8B; 92M shares repurchased ($6B deployed) reducing average share count ~6% .
- AIP metrics emphasize profitability (transaction margin dollars, non‑GAAP operating income) aligning operational execution with incentive pay; 2024 AIP company score reached 199% of target .
Compensation Structure Analysis
- Increased profitability focus: AIP metrics changed from revenue/non‑GAAP margin to transaction margin dollars and non‑GAAP operating income, improving pay‑for‑performance alignment with durable, profitable growth .
- Short‑term incentive in cash: Moving AIP to 100% cash reduces equity burn/dilution and aligns realized value with intended payout .
- LTI rigor: PBRSU program redesign to rTSR vs S&P 500 with target above median (55th percentile), three‑year cliff vesting, and negative TSR cap enhances long‑term alignment and retention while moderating windfalls from short‑term volatility .
- Severance moderation: 2024 plan updates lowered outside‑CIC cash severance multiples and removed non‑CEO “good reason” triggers, reducing guaranteed outcomes and strengthening performance alignment .
Equity Ownership & Alignment Details
| Item | Policy / Status |
|---|---|
| Ownership guideline (EVP) | 3x base salary; 5‑year compliance; 25% net‑share retention until met |
| Hedging/Pledging | Prohibited for executive officers and directors |
| Beneficial ownership | Keller’s individual beneficial ownership not disclosed; aggregate executives/directors: 756,083 shares (<1%) |
Employment Terms – Quantitative Summary (EVP)
| Scenario | Cash Severance | Health Benefits | Equity Vesting | Notes |
|---|---|---|---|---|
| Without Cause outside CIC | 1.0x (base + target bonus) | Up to 12 months COBRA premiums | Continued vesting for time‑based awards vesting within 12 months; performance awards if performance period ends within 12 months, based solely on company achievement | Non‑CEO “good reason” removed outside CIC |
| In CIC period (Double Trigger) | 2.0x (base + target bonus) | 24 months COBRA premiums (lump sum) | Equity per Equity Plan; PBRSU performance measured through CIC date | No single‑trigger; no excise tax gross‑ups; “best net pay” cutback |
Investment Implications
- Alignment: AIP profitability metrics and rTSR‑based PBRSUs tightly couple Keller’s incentive outcomes to transaction margin and market‑relative TSR, indicating stronger pay‑for‑performance alignment and reduced dilution via cash AIP .
- Retention risk: Three‑year cliff PBRSU vesting with negative TSR cap and moderated severance terms increase retention hooks and lower guaranteed value; EVPs’ 3x ownership guideline plus pledging ban further constrain liquidity, reducing near‑term selling pressure signals .
- Trading signals: Company AIP overachievement (199% score) for 2024 highlights profitability momentum; rTSR benchmarking may reward durable outperformance vs S&P 500 over 12/24/36 months, but caps mitigate upside in negative TSR regimes—monitor Form 4 activity for Keller to gauge personal de‑risking or accumulation; proxy does not disclose his individual holdings or sales .