Jamie Miller
PayPal HoldingsAbout Jamie Miller
Jamie Miller is Executive Vice President, Chief Financial and Operating Officer at PayPal, in role since January 2025; she joined as CFO in November 2023 and was elevated in February 2025; age 56 . Her background includes senior finance and operations leadership at EY (Global CFO), Cargill (CFO & Head of Strategy), and GE (CFO; CEO of GE Transportation; CIO), plus prior roles at Anthem and PwC . PayPal’s 2024 performance context underpinning her pay-for-performance incentives: Total Shareholder Return value of a $100 investment at year-end measured by SEC methodology at $79 for 2024, Net Income $4.147B, and Transaction Margin Dollars $14.658B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young (EY) | Global Chief Financial Officer | Feb 2023 – Jun 2023 | Global finance leadership |
| Cargill | SVP, Chief Financial Officer & Head of Strategy | Jun 2021 – Jan 2023 | Finance and corporate strategy leadership |
| General Electric (GE) | SVP & Chief Financial Officer | Nov 2017 – Feb 2020 | Enterprise CFO leadership |
| General Electric (GE) | SVP & President/CEO, GE Transportation | Oct 2015 – Nov 2017 | Business unit CEO leadership |
| General Electric (GE) | SVP & Chief Information Officer | Apr 2013 – Oct 2015 | Enterprise technology leadership |
| Anthem (WellPoint) | SVP, Controller & Investor Relations | Aug 2007 – Apr 2008 | Finance and IR leadership |
| PwC | Lead Partner, Midwest Financial Services Advisory | 2005 – 2007 | Advisory leadership |
External Roles
| Organization | Role | Years |
|---|---|---|
| Qualcomm | Member, Board of Directors | Since May 2020 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Base Salary ($) | $100,962 | $750,000 |
| AIP Target (% of Salary) | 125% (documented in offer letter) | 125% |
| AIP Target Amount ($) | Not eligible for 2023 AIP per offer letter | $937,500 |
| AIP Actual Payout ($) | — | $1,865,625 |
| Cash Sign-On Bonus ($) | $3,000,000 portion paid in 2023 | $3,000,000 portion paid in 2024 |
| All Other Compensation ($) | $3,462 (401k match, no perqs) | $13,800 (401k match, no perqs) |
| Total Compensation ($) | $11,929,539 | $12,995,304 |
Offer letter AIP terms: target bonus 125% of base; eligibility begins in 2024 given Nov-2023 start; AIP payout is discretionary and requires employment at payout; plan may be amended by the company . Sign-on cash was paid in two installments with clawback obligations if departure within specified windows .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 AIP | Company metrics: 50% Transaction Margin Dollars; 50% Non-GAAP Operating Income; plus Individual Performance Score | 50% each company metric; overall cap 200% | Target Incentive $937,500 | Company Performance Score 199%; Individual Performance Score 100% | $1,865,625 cash | Cash (paid following year) |
| 2024–2026 PBRSUs | Relative TSR vs S&P 500 over discrete 12-, 24-, 36-month periods | 100% of PBRSU | Threshold 51,273 sh; Target 102,546 sh; Max 205,092 sh | In performance period | Grant-date FV $7,365,879 | Three-year cliff, vests March 1, 2027 |
| LTIP Design (Program) | PBRSUs and RSUs mix | 50% PBRSUs / 50% RSUs for eligible NEOs | — | — | — | PBRSUs: performance-based; RSUs: 3-year, service-based |
| RSUs (Service-based) | n/a | n/a | 2023: 109,136 sh initial RSUs; 34,924 sh supplemental | Vests: 1/3 on first anniversary; remainder quarterly | Grant-date FV $6,685,671 (initial); $2,139,444 (supplemental) | Standard vest schedule |
Notes:
- Ms. Miller did not receive an annual RSU grant in 2024; her PBRSU award promised in the 2023 offer letter was granted in 2024 and counts as her 2024 LTI .
- None of the NEOs held stock options in 2024 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 29,382 |
| Ownership (% of shares outstanding) | Less than 1% (based on 977,395,128 shares outstanding) |
| Shares Acquired on Vesting in 2024 | 48,022 |
| Value Realized on Vesting in 2024 ($) | $4,370,962 |
- Stock ownership guidelines: Executive Vice Presidents required to hold 3x base salary; compliance expected within five years; Ms. Miller is “on track” to meet guidelines; executives who have not met guidelines must retain 25% of net shares from equity vestings .
- Hedging/pledging: Executives are prohibited from hedging PayPal securities and from pledging PayPal common stock as collateral; use of derivative instruments is prohibited .
Employment Terms
| Term | Details |
|---|---|
| Employment start date | Appointed CFO effective November 6, 2023 |
| Current role | EVP, Chief Financial and Operating Officer since January 2025 (expanded role announced February 2025) |
| Offer letter equity | $6,250,000 target PBRSUs (2024–2026 performance period) and $2,000,000 Sign-On Incentive RSUs; PBRSUs granted early 2024; RSUs granted ~Dec 15, 2023 |
| RSU vesting | 1/3 on first anniversary of grant; remaining quarterly thereafter (service-based) |
| PBRSU vesting | Three-year cliff after performance period; settlement in March following period (March 2027 for 2024-2026) |
| Severance plan coverage | Eligible under Executive Severance Plan; Ms. Miller retains prior Severance Plan benefits for three years from start date (through Nov 2026) per offer letter |
| Involuntary termination (outside CIC) | Lump sum 1.5x (base + target bonus), COBRA premiums up to 12 months, earned but unpaid prior-year AIP; prorated current-year AIP for Ms. Miller; continued vesting for equity awards scheduled within 12 months post-termination per plan rules |
| Involuntary termination (within CIC period) | Lump sum 2.0x (base + target bonus), lump sum equal to 24 months COBRA premiums |
| Death/Disability (outside CIC) | Continued vesting of time-based and performance-based equity per prior plan terms for Ms. Miller; COBRA coverage for period equity is eligible to vest; death triggers vesting of eligible equity (PBRSUs at target) |
| Potential payments (as of 12/31/2024) | Outside CIC: $8,520,398; Within CIC: $22,239,631; Death/Disability: $17,005,239 (values assume stock at $85.35 and target PBRSU performance) |
| Indemnification & DCP | Indemnification agreement standard for execs; eligible for deferred comp plan; no 2024 DCP elections by NEOs |
Compensation Structure Analysis
- Strong pay-for-performance alignment: AIP funded on objective company metrics (50% Transaction Margin Dollars; 50% Non-GAAP Operating Income), includes stock-based compensation in non-GAAP metrics from 2024; individual performance score applied post funding; payout capped at 200% .
- LTI design emphasizes performance and retention: PBRSUs tied to rTSR vs S&P 500 over 3 years; RSUs with service-based vesting; Ms. Miller’s 2024 LTI consisted of PBRSUs per new-hire structure (no annual RSUs in 2024) .
- No stock options or repricing: NEOs held no stock options in 2024; equity delivered via RSUs/PBRSUs only .
- Governance guardrails: Robust clawback policies (including broader forfeiture beyond mandatory restatement recovery), prohibition of hedging/pledging, and no excise tax gross-ups on CIC payments; no single-trigger CIC acceleration .
Investment Implications
- Incentive levers: AIP is driven by Transaction Margin Dollars and Non-GAAP Operating Income, aligning short-term cash payouts with profitable growth; her individual score was at target, indicating consistent execution . PBRSUs hinge on rTSR vs S&P 500 over 12/24/36-month windows, creating direct exposure to relative equity performance through 2026, with three-year cliff vesting moderating near-term selling pressure .
- Retention dynamics: New-hire cash and RSU installments with repayment clauses and ownership retention requirements (25% of net shares until guidelines met) support retention; continued vesting features in severance and disability provisions reduce abrupt selling risk in adverse scenarios .
- Alignment and risk: Beneficial ownership is <1%, common for large-cap EVPs; strict no-hedging/pledging policy and strong clawback regime bolster alignment; absence of options removes repricing risk, but concentrated PBRSU exposure to rTSR raises sensitivity to market-relative performance .
- Economics under separation/CIC: Modeled payouts indicate meaningful equity-driven value under termination scenarios ($8.5M outside CIC; $22.2M within CIC), which could be a factor in negotiating retention and performance expectations in strategic events .