PayPal Holdings 8-K

Summary

PayPal CEO transition and board chair change. Enrique Lores, a PayPal director and former HP CEO, becomes president and CEO on 03/01/2026; Jamie Miller is interim CEO until then. Alex Chriss stepped down as CEO and resigned from the board on 02/02/2026, remaining an employee in a non-officer role through 03/02/2026 to assist with transition. Lores stepped down as board chair, and David Dorman became independent chair.

The board said the pace of change and execution over the past two years did not meet its expectations. Lores said he will focus on transformation alongside near-term delivery and consistent execution.

Key Figures

• Lores’s annual base salary is $1.45M, with a target bonus of 200% of base salary.
• Lores’s equity awards include $20M in make-whole RSUs vesting ratably over three years; 2026 annual RSUs valued at $16.5M and 2026 target PSUs valued at $16.5M; and $11M in RSUs representing one-third of his otherwise expected 2027 annual equity grants. He will also receive one-time PSUs with a $25M target grant-date value, based generally on PayPal’s stock price from the third through fifth anniversary of his start date, with a maximum payout of 250% of target.
• Miller will receive a $3M cash retention award, vesting 67% on 02/02/2027 and 33% on 02/02/2028, subject to continued employment or an earlier qualifying termination.
• Chriss is eligible for termination-without-cause severance benefits under PayPal’s executive severance plan. Lores is also eligible for the plan, but will not be retirement eligible before the fifth anniversary of his start date.

Investor Takeaways

• Lores takes over on 03/01/2026; his stated focus on faster execution and consistent quarter-on-quarter delivery will be a key measure of the leadership transition.