Suzan Kereere
PayPal HoldingsAbout Suzan Kereere
Suzan Kereere is President, Global Markets at PayPal, in role since January 2024; age 59. Her career spans senior leadership at Fiserv (EVP, Global Business Solutions; Chief Growth Officer), Visa (Global Head, Merchant Sales & Acquiring; Europe Head), and American Express (SVP/GM roles), and she serves on the Board of Directors of 3M since February 2022 . Company incentive metrics tied to her pay showed strong 2024 performance: transaction margin dollars of $14.658B (max payout) and non-GAAP operating income of $5.838B (197% of target), yielding a 199% company score under the AIP ; PBRSUs use rTSR vs S&P 500 (target 55th percentile) with 12‑month rTSR achieved at the 84th percentile for the 2024–2026 cycle . She commenced employment on January 1, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fiserv | EVP, Global Business Solutions; Chief Growth Officer | 2021–2023 | Led global merchant solutions and growth initiatives |
| Visa | Global Head, Merchant Sales & Acquiring; Europe Head; Head, Global Merchant Client Group | 2016–2021 | Led global and European acquiring, merchant client engagement |
| American Express | SVP & GM, National Client Group, Global Merchant Services; SVP & GM, Global Network Business | 2010–2016 | Managed major merchant relationships and network business |
External Roles
| Organization | Role | Years |
|---|---|---|
| 3M Company | Director | Since Feb 2022 |
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Annual Base Salary | $750,000 |
| AIP Target (% of Salary) | 125% |
| Target Incentive Amount | $937,500 |
| 2024 AIP Payout | $1,865,625 (Company 199%, Individual 100%) |
| Cash Sign‑On Bonus | $6,000,000; paid 66.7% near start, 33.3% at 6 months; repayment obligations if departure within anniversaries as specified |
| All Other Compensation (401(k) match) | $13,800 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Threshold (50% Payout) | Target (100%) | Maximum (200%) | Actual | Company Performance Score Contribution |
|---|---|---|---|---|---|---|
| Transaction Margin Dollars ($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% | |||||
| Individual Performance Modifier | 100% | |||||
| Resulting AIP Payout | $1,865,625 |
Notes: 2024 AIP funded 100% in cash; company metrics are equally weighted; stock‑based compensation expense included in non‑GAAP metrics beginning in 2024 .
Long‑Term Incentive (LTI) – Grants and Design
| Award Type | Grant Date | Target Shares/Value | Metric/Terms | Vesting |
|---|---|---|---|---|
| PBRSUs (2024–2026 cycle) | 3/1/2024 | 102,546 target shares ($6.25M target LTI) | rTSR vs S&P 500; target at 55th percentile; threshold 50%, max 200%; 12, 24, 36‑month measurement periods; cap at 100% if 36‑month TSR is negative | Three‑year cliff, vest 3/1/2027, subject to service |
| Service‑based RSUs (annual) | 2/15/2024 | 102,038 shares ($6.25M target LTI) | Service‑based | 1/3 on first anniversary; remainder vests ratably each quarter thereafter over remaining period |
| Make‑Whole RSUs (new hire) | 2/15/2024 | 122,445 shares ($7,309,967 grant‑date fair value) | Service‑based; new hire make‑whole | 50% on first anniversary; 50% on second anniversary; accelerated on Qualifying Termination per Executive Severance Plan |
Performance Snapshot: rTSR for the 12‑month (2024) measurement period was achieved at the 84th percentile; one‑third of the PBRSUs will performance‑vest at 200% of target if the 36‑month negative TSR cap is not triggered .
2024 Equity Grants (Accounting Values)
| Award | Shares | Grant Date Fair Value ($) |
|---|---|---|
| 2024–2026 PBRSUs | 102,546 target | 7,365,879 |
| RSUs (annual) | 102,038 | 6,091,669 |
| New Hire RSUs (make‑whole) | 122,445 | 7,309,967 |
2024 Total Compensation
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 750,000 | 6,000,000 | 20,767,514 | 1,865,625 | 13,800 | 29,396,939 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 56,987 shares; less than 1% of class (977,395,128 shares outstanding) as of April 9, 2025 |
| Outstanding Unvested RSUs (12/31/2024) | 102,038 shares; market value $8,708,943 (at $85.35/share) |
| New Hire RSUs (unvested, 12/31/2024) | 122,445 shares; market value $10,450,681 (at $85.35/share) |
| PBRSUs (uneared, 12/31/2024) | 205,092 shares (assumes 200% of target); payout value $17,504,602 (at $85.35/share) |
| Options | None held; no option exercises in 2024 |
| Hedging/Pledging | Prohibited for executives under insider trading policy |
| Stock Ownership Guidelines | Robust guidelines requiring significant sustained ownership; numeric multiple not provided in excerpt |
Vesting Pressure Watch: Make‑Whole RSUs vest 50% on first anniversary and 50% on second anniversary of the 2/15/2024 grant; service RSUs vest one‑third at first anniversary then quarterly thereafter, indicating material scheduled vesting beginning in 2025 and continuing through 2027 .
Employment Terms
| Topic | Terms |
|---|---|
| Employment Start Date | January 1, 2024 |
| Executive Severance Plan (amended July 24, 2024) | Outside CIC: cash severance multiple reduced to 1.0x salary+target bonus for EVPs; elimination of prorated bonus; eliminated “good reason” trigger for non‑CEO outside CIC; ELTIP narrowed; no COBRA subsidy under ELTIP |
| Involuntary Termination (outside CIC) | Lump sum 1.0x salary+target bonus; COBRA up to 12 months; continued vesting for certain time‑ and performance‑based awards with performance periods ending within 12 months post‑termination; Ms. Kereere’s Make‑Whole RSUs accelerated per offer letter |
| Involuntary Termination (within CIC period) | Double‑trigger required; Lump sum 2.0x salary+target bonus; lump sum COBRA premiums for 24 months; equity acceleration consistent with plan terms; performance‑based awards determined through CIC date; “best net pay” 280G cutback if beneficial |
| Single‑Trigger CIC | Not provided; no single‑trigger payments or acceleration |
| Clawbacks | Mandatory recovery under Rule 10D‑1 plus broader discretionary clawback allowing forfeiture/reimbursement of incentive comp, including time‑based equity, in certain circumstances |
| Tax Gross‑Ups | No excise tax gross‑ups on CIC payments; no tax gross‑ups on perquisites |
| Restrictive Covenants | Continued vesting subject to attestations and compliance with restrictive covenants under the plan |
| Estimated Potential Payments (as of 12/31/2024) | Voluntary/Retirement: —; Involuntary outside CIC: $17,249,041; Involuntary within CIC: $33,213,523; Death/Disability: $15,531,054 (valued at $85.35/share; assumes target PBRSU performance) |
Investment Implications
- Alignment: Pay mix is heavily equity‑based (PBRSUs tied to rTSR vs S&P 500, target above median at 55th percentile; service RSUs vest over three years), with strong 2024 AIP results indicating profitable growth focus and cash‑only short‑term incentives to manage burn rate .
- Retention and Selling Pressure: Significant scheduled vesting begins on the first anniversary of 2/15/2024 for both annual RSUs (one‑third) and Make‑Whole RSUs (50%), creating near‑term potential selling pressure; three‑year cliff on PBRSUs defers realizable value to March 1, 2027, supporting retention .
- Risk Controls: No single‑trigger CIC, reduced severance multiples for EVPs, no excise tax gross‑ups, and enhanced clawbacks/hedging‑pledging prohibitions mitigate governance risk and pay‑for‑performance concerns .
- Economics on Exit: Double‑trigger CIC economics are meaningful (2.0x cash plus equity acceleration), and outside CIC severance equals 1.0x salary+bonus with limited continued vesting; Make‑Whole RSU acceleration upon Qualifying Termination is a tailored element to offset forfeited prior employer awards .
Sources: 2025 DEF 14A (Proxy Statement) for PYPL (citations as indicated).