Jonathan Christodoro

About Jonathan Christodoro

Independent director of PayPal since July 2015; age 49. Partner at Patriot Global Management (since March 2019) and formerly Managing Director at Icahn Capital LP (2012–2017), with extensive financial, strategic planning, investment banking and M&A experience across technology and other industries. Serves on PayPal’s Compensation and Corporate Governance & Nominating Committees; independence affirmed by the Board under Nasdaq standards. Education not disclosed in the proxy.

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee (member), Corporate Governance & Nominating Committee (member). Chairs: Compensation Committee chaired by David W. Dorman; Governance Committee chaired by Gail J. McGovern.
• Independence: Board determined Christodoro meets Nasdaq and company independence standards; prohibited from roles creating significant conflict; changes in circumstances must be reported.
• Attendance and engagement: Board met 5 times in 2024; each director nominee who served in 2024 attended at least 89% of Board and relevant committee meetings; 91% of directors attended the 2024 Annual Meeting.
• Committee activity levels (2024): Compensation (5 meetings); Governance (4 meetings).

Fixed Compensation

• Program structure (2024): Annual cash retainer $80,000 for all non-employee directors; additional member retainers: ARC $20,000, Compensation $18,000, Governance $10,000; chair retainers: ARC Chair $40,000, Compensation Chair $25,000, Governance Chair $20,000; independent Board Chair receives $87,500 cash retainer. Directors may elect to take retainers in fully vested stock. No changes were made to the director program for 2024.

Performance Compensation

• Equity awards for directors (2024): Fully vested PayPal common stock granted following the annual meeting; Non-Employee Directors: $275,000 in fully vested stock; Board Chair: additional $87,500 fully vested stock. No performance metrics or vesting schedules apply to director equity awards (fully vested on grant).

Other Directorships & Interlocks

• Current public company boards: none. PayPal limits director service to no more than four public boards (including PayPal).
• Compensation Committee interlocks: none; no member has been a PayPal employee; no reciprocal interlocks involving PayPal executives.

Expertise & Qualifications

• Extensive financial, strategic planning and investment banking experience advising public companies at board level.
• Significant experience identifying and evaluating M&A and investment opportunities as director/investor across industries, including technology.
• Partner at Patriot Global; prior senior investing role at Icahn Capital.

Equity Ownership

• Director stock ownership guidelines: Non-employee directors must hold stock valued at 5x annual retainer within 5 years; as of the Record Date, each non-employee director met or is on track. Deferred shares/vested DSUs/RSUs/PBRSUs that settle in stock count toward compliance; unvested shares and unexercised options do not.
• Hedging and pledging: Directors are prohibited from hedging or pledging PayPal securities; also prohibited from using derivative securities as collateral or in margin accounts.
• Deferred Compensation Plan (DCP): Directors may defer 5–100% of cash retainers and equity awards, with returns linked to investment choices (cash) or PayPal stock (equity); distributions post-service or at elected date, lump sum or installments over 2–15 years.

Governance Assessment

• Independence and committee effectiveness: Christodoro is independent under Nasdaq standards and serves on two key governance committees (Compensation; Governance), supporting oversight of executive pay, human capital, clawbacks, stock ownership guidelines, board development and sustainability oversight. Compensation Committee met 5 times; Governance Committee met 4 times in 2024.

• Attendance and engagement: Attended at least 89% of Board and committee meetings in 2024, indicating active engagement; strong board-level stockholder outreach processes are in place.

• Pay alignment: Director pay emphasizes equity via fully vested stock grants ($275,004 in 2024) alongside cash retainers calibrated to committee roles (his $108,000 cash reflects base plus Compensation and Governance member retainers), aligning interests without short-term performance gaming.

• Conflict controls: As a partner at an investment firm, potential conflicts are mitigated by robust related-party and competitive investment policies requiring notification, review, and limitations; no related-person transactions requiring disclosure were reported for 2024.

• Compensation risk safeguards: Independent consultant, annual peer review, clawback policies (mandatory recovery and broader discretionary clawback), prohibition on repricing, and award limits for directors reduce governance risk.

• RED FLAGS and Watch Items:

  • Potential conflict exposure from control roles in investment funds that may invest in companies overlapping with PayPal’s businesses; mitigated via policy constraints and review. Monitor for any future approvals or recusals.
  • No current public company directorships reduce interlock risk; prior boards include SPACs and companies outside direct PayPal competition.

Compensation Committee Analysis:

• Members: David W. Dorman (Chair), Jonathan Christodoro, Gail J. McGovern; all independent; five meetings in 2024. Uses independent consultant; no interlocks; oversees human capital, clawbacks, and stock ownership guidelines.