Michelle Gill
Executive Vice President, General Manager – Small Business & Financial Services Group at 
PayPal Holdings
PayPal HoldingsExecutive
About Michelle Gill
Michelle Gill is Executive Vice President, General Manager – Small Business & Financial Services Group at PayPal, in the role since November 2023; she is age 52 and is accountable for unifying PayPal’s small business and financial services ecosystem into a cohesive offering . Her background spans senior leadership at Intuit (QuickBooks Money), SoFi (CFO; GM of Consumer Lending & Capital Markets), Sixth Street Partners, and Goldman Sachs (Managing Director and Partner) . PayPal’s 2024 short‑term incentives were driven by transaction margin dollars and non‑GAAP operating income, which earned Company performance scores of 200% and 197% respectively (total annual incentive earned 199% for CEO/NEOs), while long‑term PBRSUs for 2024–2026 measure rTSR vs. the S&P 500 with target at the 55th percentile and three‑year cliff vesting with payout capped at target if absolute TSR is negative .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intuit | Senior Vice President, QuickBooks Money Platform | Mar 2023 – Sep 2023 | Leadership of QuickBooks Money platform initiatives (per role scope) |
| SoFi | Chief Financial Officer | May 2018 – Apr 2020 | Executive finance leadership (per role scope) |
| SoFi | General Manager & EVP, Consumer Lending & Capital Markets | Apr 2020 – Sep 2022 | Consumer lending and capital markets leadership (per role scope) |
| TPG Sixth Street Partners | Investment Professional | Jul 2017 – Apr 2018 | Investment role (per role scope) |
| Goldman Sachs | Managing Director & Partner | Feb 2003 – Apr 2017 | Senior leadership in financial services (per role scope) |
External Roles
No public-company directorships or external board roles are disclosed for Gill in PayPal’s executive officer biographies in the 2024 and 2025 proxy statements .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Annual Base Salary | $750,000 | Offer letter / proxy go-forward structure |
| Target Annual Incentive (AIP) | 125% of base salary | Offer letter / proxy go-forward structure; first eligible year 2024 due to start date |
| 2023 Salary Paid | $80,769 | Summary Compensation Table (SCT) |
| 2023 Cash Sign‑On Bonus Paid (portion) | $1,000,000 | SCT indicates first installment paid in 2023 |
| Total Cash Sign‑On Bonus (entitlement) | $2,000,000 | Offer/proxy; paid in two installments with repayment conditions |
| Clawback Policy | Mandatory Recovery Policy for Executive Officers (Exhibit 97.1) | Policy included in 2023 Form 10‑K exhibits |
Performance Compensation
Long-Term Incentives and New‑Hire Equity
| Award Type | Grant Date | Grant Value | Vesting / Measurement | Key Performance Criteria |
|---|---|---|---|---|
| Initial RSUs | Dec 15, 2023 | $6,250,000 | Standard 3‑year: 1/3 at first anniversary, then 1/12 quarterly; RSU form confirmed in Form 3 | |
| Initial PBRSUs (target) | 2024 grant cycle | $6,250,000 | Three‑year cliff; rTSR measured over discrete 12/24/36‑month windows; cap at target if 36‑month absolute TSR is negative | rTSR vs S&P 500; target set at 55th percentile |
| Sign‑On Incentive RSUs | Dec 15, 2023 | $2,000,000 | Standard 3‑year vesting; complements ownership alignment | Service‑based vesting |
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Weighting | Company Targeting Approach | 2024 Company Score | Notes |
|---|---|---|---|---|
| Transaction Margin Dollars | 50% | Budget/operating plan‑based thresholds/targets/max; measures net revenue less transaction expenses and losses | 200% | Company performance score methodology and definition |
| Non‑GAAP Operating Income (incl. SBC) | 50% | Targets adjusted mid‑year solely to include stock‑based comp for consistency | 197% | Company performance score and adjustment rationale |
| Total Annual Incentive (CEO/NEOs) | — | Funded by Company performance, with individual modifiers | 199% | Reported outcomes for 2024 program |
Note: Gill’s individual 2024 AIP payout is not disclosed; Ms. Gill did not receive an AIP bonus for 2023 due to start date timing per offer letter and proxy disclosures .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| RSUs Outstanding (as of Form 3 filing) | 109,136 RSUs and 34,924 RSUs; vesting 1/3 at the 1‑year anniversary (Dec 15, 2024) then 1/12 quarterly until fully vested at year 3 |
| Stock Ownership Guidelines | EVPs must hold 3x base salary; compliance expected within 5 years; covered executives who haven’t met guidelines must retain 25% of net shares from equity vest/exercise |
| Compliance Status | As of record date, each NEO is on track to meet guidelines within five years |
| Hedging/Pledging | Prohibited for directors and executive officers; no pledging of common stock allowed |
| Options | No option awards reported for Gill in 2023 SCT |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Start / Role | Offer letter dated Oct 23, 2023; EVP, Small Business GM; in role since Nov 2023 |
| At‑Will Employment | Employment is at‑will; conditions, compensation, and benefits may be adjusted by PayPal |
| AIP Eligibility | First eligible AIP year = 2024 (not eligible for 2023 based on start date) |
| Executive Severance Plan Eligibility | Eligible beginning at start date, subject to plan terms; PayPal reserves right to amend/cancel programs |
| Sign‑On Bonus Repayment Terms | Two installments; full or prorated repayment required upon resignation or termination for cause within specified windows; details on gross vs net repayment by tax year |
| Clawback | Subject to PayPal’s Mandatory Recovery Policy for Executive Officers |
| Restrictive Covenants | Acknowledgement of obligations under prior employer (Fiserv) agreement and covenant compliance; non‑disclosure/confidentiality commitments |
Severance and Change‑in‑Control Economics (current plan terms)
| Scenario | Cash Severance | Health Benefits | Equity Treatment | Bonus Treatment |
|---|---|---|---|---|
| Involuntary Termination (without cause) outside CIC period – EVPs | Lump sum = 1.0x (base + target bonus) | Company‑paid/reimbursed COBRA up to 12 months | Continued vesting of time‑based awards scheduled within 12 months; performance awards with periods ending within 12 months continue based solely on Company achievement; subject to release/covenants | Earned but unpaid prior‑year AIP only (no proration for year of termination) |
| Involuntary Termination within CIC period (double‑trigger) | Lump sum = 2.0x (base + target bonus) | Lump sum equal to 24 months of COBRA premiums | Accelerated vesting of outstanding equity; PBRSUs based on performance through CIC date; no single‑trigger CIC payments | May include proration per plan; best‑net‑pay reduction applied for 280G excise if beneficial |
CIC period is defined as 90 days prior to and ending 24 months following a change in control; all severance benefits require execution of a release and compliance with restrictive covenants; PayPal does not provide single‑trigger CIC payments .
Compensation Structure Analysis
- New‑hire packages concentrated significant equity into initial RSUs and PBRSUs, with explicit pause on additional grants in the 2024 rewards cycle to manage burn/dilution; this front‑loaded equity reinforces ownership alignment while controlling annual grant cadence .
- 2024 program changes increased pay‑for‑performance rigor: moved AIP to 100% cash, shifted metrics to transaction margin dollars and non‑GAAP operating income (including SBC), and redesigned PBRSUs to rTSR vs S&P 500 with above‑median target and capped payout if absolute TSR is negative .
- Executive Severance Plan updates (July 2024) reduced severance outside CIC for EVPs to 1.0x base+bonus and eliminated “good reason” triggers outside CIC, tightening separation economics and potentially reducing windfalls without CIC .
Investment Implications
- Alignment: rTSR‑based PBRSUs with three‑year cliff vesting and above‑median targets, plus 3x salary ownership guidelines and strict hedging/pledging prohibitions, indicate strong alignment with long‑term shareholder value and reduced risk of misaligned incentives .
- Retention and selling pressure: Multi‑year vesting on substantial new‑hire RSUs (granted Dec 15, 2023) creates ongoing retention hooks; absence of disclosed options and pledging reduces forced‑sale risk, though significant RSU cliffs and quarterly vesting can create periodic liquidity windows .
- Severance/CIC terms: Lower non‑CIC severance (1.0x for EVPs) and removal of “good reason” outside CIC modestly increase the cost of departure to the executive, while double‑trigger CIC at 2.0x with equity acceleration preserves value in strategic transactions without single‑trigger risks .
- Near‑term pay‑for‑performance tailwinds: 2024 AIP earned near‑max Company scores (199% overall for CEO/NEOs), reflecting profitable growth execution; Gill’s individual AIP payout is not disclosed, but program outcomes indicate a supportive environment for performance‑linked cash compensation .