Joy Chik
PayPal HoldingsAbout Joy Chik
Joy Chik (age 49) joined PayPal’s Board of Directors in March 2025 as an independent director and member of the Audit, Risk and Compliance (ARC) Committee. She is President of Identity and Network Access at Microsoft, leading the multi‑billion‑dollar Microsoft Entra security business, with deep expertise in AI, identity, and cybersecurity . The Board has affirmatively determined she meets Nasdaq and PayPal independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | President, Identity & Network Access (Microsoft Entra) | Current | Leads multi‑billion‑dollar security business; AI, identity, security expertise |
| Sierra Wireless | Director | Prior | Prior public company board service (specific committee assignments not disclosed) |
| Global Fortune 500 & Government Agencies | Advisor | Ongoing | Advises on digital transformation and cybersecurity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AnitaB.org | Board of Trustees member | Since 2016 | Non‑profit governance experience |
Board Governance
- Independence: Board determined Chik is independent under Nasdaq and company guidelines .
- Committee assignments:
- ARC Committee member, effective March 10, 2025 .
- ARC Committee roster includes Joy Chik; Chair is David M. Moffett .
- Board refreshment context: Appointment aligns with Board focus on skills relevant to PayPal’s transformation, emphasizing AI, identity, and security .
- Election status: Nominated to serve until the 2026 Annual Meeting; majority vote standard applies .
| Committee | Role | Effective Date | Chair |
|---|---|---|---|
| Audit, Risk & Compliance (ARC) | Member | Mar 10, 2025 | David M. Moffett |
Fixed Compensation
PayPal’s 2024 non‑employee director program (in effect across the most recent proxy) provides cash retainers and equity grants; newly appointed directors receive prorated cash/equity based on appointment date .
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer (Cash) | 80,000 | Standard non‑employee director retainer; may elect stock in lieu of cash |
| ARC Committee Member Retainer | 20,000 | Additional for ARC membership |
| Proration Policy | — | Prorated from appointment/election date to year‑end |
| Stock in Lieu of Cash | — | Directors may elect 100% of cash retainer in fully vested common stock |
Performance Compensation
PayPal’s director equity is fully vested stock; the Chair receives an additional fully vested grant. Awards are subject to an annual cap in the Independent Director Equity Compensation Policy; there are no performance‑conditioned metrics for director equity .
| Equity Award Type | Annual Value ($) | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| Annual Director Equity Grant | 275,000 | Fully vested | None | Granted after Annual Meeting; proration applies for mid‑year appointees |
| Additional Chair Equity Grant | 87,500 | Fully vested | None | For Non‑Executive Board Chair; not applicable to Chik |
| Annual Equity Cap (Policy) | 600,000 | — | — | Cap per fiscal year; doubled in year a director commences service |
Other Directorships & Interlocks
| Company/Organization | Type | Relationship to PayPal | Conflict/Related‑Party Disclosure |
|---|---|---|---|
| Microsoft | Employer | Technology/security leadership (identity & access) | No related‑person transactions involving Chik disclosed in Form 8‑K |
| Sierra Wireless | Prior public company | Prior directorship | Not disclosed; no Item 404(a) transactions involving Chik |
| AnitaB.org | Non‑profit | Trustee | Not a related‑party transaction; routine external role |
- Related‑party oversight: ARC reviews related‑person transactions; Company reports no transactions requiring disclosure since FY2024 under its policy framework .
Expertise & Qualifications
- Core expertise: AI, identity, cybersecurity; senior leadership in global technology; strategy and risk oversight .
- Board skills: Board refresh added Chik to align with PayPal’s transformation and risk profile, particularly AI/identity/security for growth and innovation .
Equity Ownership
- Stock ownership guidelines: Non‑employee directors must hold PayPal stock valued at 5x the annual retainer within five years of joining; directors may defer retainers/equity via the Deferred Compensation Plan; as of the Record Date, each non‑employee director met or is on track to meet guidelines .
| Guideline | Requirement | Status |
|---|---|---|
| Director Stock Ownership | 5x annual retainer within five years of joining | On track for new directors within five‑year window |
| Deferred Compensation Plan (DCP) | Deferral of 5%–100% of retainers/equity; distributions post‑service or specified year | Available to directors; equity deferrals track PYPL stock performance |
Governance Assessment
- Positive indicators:
- Independent status confirmed; no Item 404(a) related‑party transactions involving Chik .
- ARC Committee membership adds technical depth (identity/security) to financial reporting and risk oversight; experienced Chair and robust pre‑approval policy for auditor services .
- Director compensation program aligned with market, modest cash retainer with equity grant that increases ownership alignment; option to take retainer in stock and stringent 5x retainer ownership guideline .
- Watch items:
- As a recent appointee, attendance/engagement metrics are not yet disclosed; monitor future proxy for committee attendance and any shifts in committee roles .
- Independent director annual equity awards are fully vested and not performance‑conditioned; while common for directors, performance linkage is minimal by design .