PayPal Holdings, Inc. (PYPL) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to PayPal 2021 Annual Stockholders Meeting. I would like to introduce you to Mr. John Donahoe, Board Chair of PayPal Holdings. Mr. Donahoe, you may begin.

Hi, everyone. It's Dan Schulman. John is having technical difficulties calling in. So I'm going to assume the Chair of this meeting, and welcome, everybody, to our 2021 Annual Stockholders Meeting. I'd like to introduce the other Board members who are participating in today's meeting. They would be Rodney Adkins; Jonathan Christodoro; Dave Dorman; Belinda Johnson; Gail McGovern; Debbie Messemer; David Moffett; Ann Sarnoff; Frank Yeary, and of course, John Donahoe, when he comes on. Other members of PayPal's senior leadership team participating in today's meeting are John Rainey, who is our Chief Financial Officer and Executive Vice President of Global Operations; Louise Pentland, Executive Vice President, Chief Business Affairs and Legal Officer; Gabrielle Rabinovitch, Vice President, Corporate Finance and Investor Relations; and Brian Yamasaki, Vice President, Corporate, Legal and Secretary. A representative of PwC, our independent auditor, is also present today and will be available to answer appropriate questions during the question-and-answer section of the meeting. So I would like to now call the 2021 Annual Stockholders Meeting to order. I will be serving as the Chair of the meeting, and Brian Yamasaki will serve as Secretary of the meeting. I will now turn the meeting over to Brian to begin the formal matters of this meeting.

Thanks, Dan. We are pleased to note that our Annual Stockholder Meeting is being conducted virtually through a live audio webcast as we have done each year since becoming an independent public company in 2015. Our virtual meeting format enables stockholders from around the world to attend and participate in our annual meeting and allows for increased stockholder access and participation at no cost, protects the health and safety of attendees and reduces our environmental impact. We have also adopted a series of safeguards that we believe provide all stockholders the same rights and opportunities to participate in this virtual meeting as they would have at an in-person meeting. We have established clear processes around submitting and responding to stockholder questions that were shared in our proxy statement, and members of executive management and the Board will be available for questions today. We have committed to posting our questions and answers on our Investor Relations website and the meeting website as soon as practicable following the meeting. We have engaged with our investors and solicited feedback on the virtual meeting format for our annual meeting. Following this meeting, we will consider any additional feedback from our stockholders on the meeting format and continue to work to enhance the meeting experience going forward. We are conducting this meeting in accordance with our bylaws and the rules of conduct and procedures for this meeting, which are available on the meeting website. As a reminder, stockholders attending the virtual meeting can vote their shares online from now through the closing of the polls by logging into the meeting website as a stockholder and clicking the Vote Here button on their screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is required. We will begin by attending to the formal business of the meeting. After the formal business -- after the formal meeting is adjourned, Dan Schulman, our President and CEO, will provide a brief presentation. Following that, we will hold a question-and-answer session. We have received several questions that were submitted by our stockholders in advance of today's meeting that we will address during the Q&A session. Stockholders logged into the meeting website will be able to submit questions by typing them into the text box on the meeting website through the end of the Q&A session. If you have a specific question about a specific PayPal product or your customer account, please feel free to send those questions to the following e-mail address, [email protected]. The questions we have received prior to this meeting around these topics have already been referred to our customer service team. Stockholder questions addressed during this meeting as well as questions that are not addressed due to time constraints will be posted on our Investor Relations website and the meeting website as soon as practicable following the meeting. Finally, please note that the meeting is being recorded and will be available for replay on the meeting website for 90 days. This meeting is held pursuant to the Notice of Annual Meeting that we began mailing on April 13, 2021, to all stockholders of record as of the close of business on March 30, 2021. We have received an affidavit of mailing from Broadridge indicating that notice of the meeting has been duly given. A copy of our proxy statement is available on PayPal's Investor Relations website and the Securities and Exchange Commission's website at www.sec.gov. The inspector of elections has confirmed that proxies have been received from approximately 83% of the nearly 1,175,000,000 shares of the company's outstanding common stock entitled to vote. I declare that there is a quorum present and that we may proceed with the business of the meeting. The polls are open for voting. We will close the polls after the proposals have been presented. There are 4 items of business to be voted on at this meeting. The first item of business is the election of 11 director nominees to the Board of Directors, each to hold office until the 2022 Annual Meeting of Stockholders or until the successors are duly elected and qualified. The nominees for election to the Board of Directors are: Rodney Adkins; Jonathan Christodoro; John Donahoe; David Dorman; Belinda Johnson; Gail McGovern; Deborah Messemer; David Moffett; Ann Sarnoff; Dan Schulman; and Frank Yeary. The second item of business is an advisory vote to approve the compensation of our named executive officers. The third item of business is the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2021. The fourth item of business is the consideration of 2 stockholder proposals if properly presented at this meeting. The 2 stockholder proposals and the company's opposition statements are provided in our proxy statement. A representative for each proponent will have 5 minutes to present their stockholder proposal. The first stockholder proposal regarding stockholder right to act by written consent was submitted by Mr. John Chevedden. Ms. Kam Franklin will be presenting the proposal as Mr. Chevedden's representative. Operator, please open the line for Ms. Franklin.

Ms. Franklin, your line is now open, and you may proceed.

Can you hear me okay?

We can. Yes.

Okay. Here I go. Proposal for stockholder right to act by written consent, John Chevedden. Shareholders request that our Board of Directors take such the necessary steps to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This proposal topic also won our 41% support at the 2020 PayPal Annual Meeting. This 41% support may have represented a majority vote from the shares that have access to objective proxy voting advice. Management talks about shareholder engagement. If this shareholder engagement was genuine, it would report whether this 41% support was majority support from the shares that have access to independent proxy voting advice. Plus the 2020 proposal did not point out that our management was apparently ignorant of the basic fact that written consent can be structured so that all shareholders get advanced notice of a proposed action. Management promotes a policy that shareholders should be complacent from improving management accountability to shareholders with this proposal simply because we have an average list of standard governance practices that a lot of other companies have had for years, nothing new. Management promotes the fallacy that shareholders should be restricted to only one formal means to raise an issue between annual meetings, the calling of special shareholder meeting. And management now suspiciously holds, it is more in favor of a special shareholder meeting at a time that shareholder meetings are losing their impact with the onslaught of online shareholder meetings. For instance, the 2021 Kohl's Annual Meeting was 9 minutes. An example of the dominance that management can now display at an online shareholder meeting is AT&T, which would not even let shareholders speak at 2 consecutive online shareholder meetings. Written consent is a super democratic process because if a shareholder does not support the written consent topic, the shareholder does not have to do anything and it counts as an against vote. This is in contrast to a shareholder meeting where shareholder support or shareholder opposition counts for nothing unless a shareholder makes the effort to vote. The shareholders supporting written consent could only accomplish their objectives if 64% of the shares that normally vote at our annual meeting give approval. In resisting this proposal, management is opposed to listening to the voice of 64% of shares. Please vote yes, stockholder right to act by written consent, Proposal #4. Thank you very much for your time.

Thank you, Ms. Franklin. The Board of Directors recommends a vote against this stockholder proposal for the reasons set forth in our opposition statement provided in our proxy statement. The second stockholder proposal regarding assessing inclusion in the workplace was submitted by NorthStar Asset Management, Inc. funded pension plan. [ Whitney Winn ] will be presenting the proposal on behalf of North Star. Operator, please open the line for [ Ms. Winn ].

[ Ms. Winn ], your line is now open, and you may proceed.

Good morning. My name is [ Whitney Winn ] of NorthStar Asset Management, a socially responsible investment firm based in Boston. We represent clients that own over 58,000 shares of PayPal common stock. Today, I'm presenting Proposal #5, assessing inclusion in the workplace. PayPal states that diversity and inclusion are top priorities. As investors, we appreciate that PayPal is committed to improving its diversity because research has shown that diversity, especially in top management, is linked to higher profitability. However, we also know that actions speak louder than words. PayPal's reaction to the racial upheaval following the murder of George Floyd included the following statement from the CEO, "We must make it absolutely clear that we will not tolerate racism, hatred or discrimination of any kind. And we need to go further than that. It is not enough for us to condemn racism, we must be anti racist. And that means we will take a united stand and do the necessary work to dismantle racism in all its forms." Yet our firm's analysis has shown that PayPal has likely added fewer than 5 Black or Latinx people to general management in the past 20 years. According to PayPal's own data, 3% of executive employees are black and under 4% for Latinx. As investors concerned about the long-term profitability and the need to have a diversity of voices, strategies and backgrounds in the company ranks, we want PayPal to know why the company is losing or not promoting employees from underrepresented groups. If you are indeed striving for a culture of belonging, why has PayPal failed. At every quarterly call, we hear about company financial results and why the company met, exceeded or missed its goals. Investors need the same level of explanation as to why diverse talent fills so few of the roles that have greater responsibility and recognition, increased pay and benefits and more rewarding challenges. According to PayPal's data, 47% of all company employees in the U.S. are white, with 57% of leadership positions filled by white staff. If diverse companies are more likely to outperform non-diverse peers, shareholders need to know what facets of PayPal's corporate culture are causing attrition or promotional stagnation of its underrepresented staff. We appreciate PayPal's willingness to prioritize diversity issues in the company. However, it's time for PayPal to examine our company culture and determine the root causes of racial disparity. We urge shareholders to vote for Proposal #5 asking PayPal to examine company culture. Thank you.

Thank you, [ Ms. Winn]. The Board of Directors recommends a vote against this stockholder proposal for the reasons set forth in our opposition statement provided in our proxy statement. That concludes the presentation of items of business that you've been asked to vote on at today's meeting. The polls will now close, and no additional votes may be submitted. I have received the preliminary voting results from the inspector of elections based on the proxies received as of the opening of the polls at today's meeting. The preliminary voting results are as follows: first, each of the 11 director nominees has been duly elected; second, the compensation of our named executive officers has been approved by advisory vote; third, the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2021 has been ratified; fourth, the stockholder proposal regarding stockholder right to act by written consent has not received majority support; and fifth, the stockholder proposal regarding assessing inclusion in the workplace has not received majority support. All votes are subject to final count certified by the inspector of elections. We will report the final vote results on a Form 8-K to be filed with the SEC within 4 business days from today's meeting. There being no further business to come before the meeting, the 2021 Annual Meeting of Stockholders of PayPal Holdings is now adjourned. Our President and CEO, Dan Schulman, will now provide a brief presentation followed by a question-and-answer session. As a reminder, today's presentation may contain forward-looking statements that are based on our current expectations, forecasts and assumptions and involve risks and uncertainties. Actual results may differ materially from these forward-looking statements due to various risks and uncertainties about our business, which are described in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. We assume no obligation to update any forward-looking statements. With that, let me turn the call over to Dan.

Thank you, Brian, and good morning, everyone. This year's annual meeting comes on the heels of a truly transformative year. The pandemic accelerated a global movement towards digital payments, and PayPal has emerged as an essential platform for both consumers and merchants, leading to the strongest year in our history. In 2020, we delivered a record 73 million net new active accounts. We reached 29 million merchant accounts on our platform and processed a record 15.4 billion payment transactions. We achieved new heights in product innovation, launching the Venmo credit card and in driving wide adoption of our QR codes and Buy Now, Pay Later solutions. And we expanded our digital wallet capabilities by enabling U.S. customers to buy, sell and hold select cryptocurrencies through their PayPal account. We have become an essential company in our customers' financial lives, and we will continue to build on that foundation. We believe that the shift in consumer digital behavior will remain essentially unchanged in a post-COVID world as consumers have expanded their digital lives by adapting to seamless online and offline experiences. The new digital economy opens significant opportunity to upgrade the current financial system to one that is fundamentally more affordable, efficient and inclusive. We believe that both cryptocurrencies and Central Bank-issued digital currencies can play a critical role in shaping a more inclusive recovery and a more equitable financial system. We have an extensive road map to shape this transition, and our innovation will be pursued in partnership with governments, central banks and in compliance with local, national and global regulatory frameworks. The past year has been challenging in so many ways, and it is clear the pandemic will continue to impact millions across the globe for years to come. In particular, India and Brazil continue to face devastating outbreaks with high numbers of cases being reported daily. Addressing the continued challenges of this pandemic will require our collective power. At PayPal, everything we do is driven by our mission, our vision and our values. And this starts with our employees. As I shared last year at the onset of the pandemic, our top priority has and will continue to be the health and well-being of our employees. We quickly transitioned our global employee base to remote work safely and effectively, pledged to continue paying employees who are unable to work due to COVID-19 and introduce new benefits and resources. Our employee financial wellness initiative, initially launched in 2019, strengthened the financial security of our employees and helped them to manage the unexpected challenges of the pandemic. In the last year, we also significantly improved our employees' net disposable income, making real progress against our 20% goal and kicked off a new coalition with Just Capital to encourage other business leaders to make the financial wellness of their employees a strategic priority. Our mission to shape a future where everyone can participate fully in the new digital economy and advance the financial health of families, businesses and communities has never been more important or more relevant. Underserved communities have been and continue to be hit the hardest, and we all need to do our part to ensure an inclusive recovery. Last year, we made a $535 million commitment to support black and minority-owned businesses and to fight economic inequality. We've now deployed more than $350 million of that commitment, providing immediate financial relief to small businesses and helping to sustain the long-term growth and expansion of economic opportunity for black and underrepresented businesses and communities. Our Global Impact Report, which was released last month, showcases these efforts and many more of our social innovation and ESG priorities in much greater detail. I encourage you to read it to learn more about the work we are advancing. We are committed to leading the shift to multi-stakeholder capitalism. We have made great strides over the last year, but the coming years hold even greater opportunity. Our impact will continue to grow as we work to ensure that all people and businesses can participate and thrive in the digital economy. We look forward to continuing to drive the future of digital payments and commerce and to continue to deliver long-term sustainable growth for our stockholders. With that, Let me turn the call over to Gabrielle for the Q&A portion of today's meeting.

Thanks, Dan. Stockholder questions addressed during our Q&A session as well as questions that are not answered due to time constraints will be posted on the company's Investor Relations website and the meeting website. As noted in the rules of conduct of the meeting, only appropriate questions will be addressed. We received several questions in advance regarding annual meeting logistics. We've posted our responses to those questions on our Investor Relations site and the meeting website in advance of this meeting. Our first question for today is, how are diversity considerations integrated into the Board composition and nominating process?

First of all, thanks for that question. I believe a diverse Board that brings a broad range of perspectives, insight, expertise and skills is critically important for PayPal. Our ability to deliver on our mission of democratizing financial services starts from the inside with a Board of Directors and a global team of employees that reflects the communities where we work and where we live and the diversity of the customers we serve. Consistent with our commitment to inclusion and diversity at all levels of the company, nearly 1/2 of our directors are women or from underrepresented ethnic groups. We will continue to actively seek highly qualified women and individuals from underrepresented groups to include in the director candidate pool.

Thanks, Dan. The next question is, what are your practices around hiring and promoting people of color at all levels, including key positions?

We understand the importance of ensuring that we attract, recruit and develop a best-in-class diverse workforce. This is an ongoing long-term commitment and is a priority at every level of our business, from entry-level to our Board of Directors. We have a hiring policy that requires us to consider diverse candidates for all open positions. As part of our continuing focus on developing and hiring underrepresented talent, we have entered into multiyear agreements with groups like CodeHouse, INROADS, and the National Association of Black Accountants. As to advancement, we have an inclusive promotion process which ensures we are considering our entire talent pool for promotion and mobility opportunities. We are fully committed to assuring that all of our employees have equitable opportunities for growth and development. We are also bringing together cross-functional leaders to align on priorities and further embed diversity and inclusion into every facet of our business.

Thanks, Dan. The next question is, what are the biggest headwinds facing the organization this year?

Thanks. Well, today's environment, while more stable than a year ago, continues to be very dynamic and more challenging to predict than in normal times. The recovery clearly has not been even for everyone, and certain parts of the world are still battling higher infection rates. In many of our markets, though, we are seeing economies reopen as more people are getting vaccinated. Even in these markets, we continue to see elevated e-commerce activity. But in this type of environment, predicting consumer behavior in the near term is challenging. That said, we remain very confident in the trajectory of our business, the continuing growth in e-commerce penetration over time, the growing ubiquity of digital payment experiences across all channels and our ability to better serve consumers and merchants around the world.

Thanks, Dan. The final question we have time for today is cryptocurrencies really seem to be a way of the future. How do you see the future for payment systems evolving?

Thanks for that question. I'd start off by saying that I believe the current technological underpinnings of our financial system will be substantially upgraded over the coming years. Both cryptocurrencies and central bank-issued digital currencies can play a critical role in shaping a more inclusive recovery and a more equitable financial system. Our leadership in all forms of digital currency has been widely embraced, enabling numerous positive conversations with central banks, with regulators and government officials around the world. I believe that PayPal can be a large part of helping to shape that future financial system.

Thanks, Dan. This concludes the question-and-answer portion of the meeting. I'll turn the meeting back to Dan for closing remarks.

Thanks, Gabrielle. I want to close by thanking everybody who participated in today's virtual meeting and those stockholders who submitted questions. I hope that all of you continue to stay safe and healthy. And again, thanks for joining us.

This concludes PayPal's 2021 Annual Stockholders Meeting. A replay of the meeting will be available within 24 hours at the website you logged into today. The company's response to stockholder questions will also be posted on the meeting website and the company's Investor Relations website. You will now be disconnected from the meeting. Thank you, and have a good day.