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`Case 5:21-cv-09720 Document 1 Filed 12/16/21 Page 1 of 72
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`Robert C. Moest, Of Counsel, SBN 62166
`THE BROWN LAW FIRM, P.C.
`2530 Wilshire Boulevard, Second Floor
`Santa Monica, California 90403
`Telephone: (310) 915-6628
`Facsimile: (310) 915-9897
`Email: RMoest@aol.com
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`Counsel for Plaintiff
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`IN THE UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
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`Nominal Defendant.
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`VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT
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`Verified Shareholder Derivative Complaint
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`Case No.: 2:21-cv-00525-DSF-E
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`DEMAND FOR JURY TRIAL
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`Defendants,
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`and
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`SHANG PANG, derivatively on behalf of
`PAYPAL HOLDINGS, INC.,
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`Plaintiff,
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`v.
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`DANIEL H. SCHULMAN, JOHN D.
`RAINEY, AARON A. ANDERSON,
`JEFFREY KARBOWSKI, RODNEY C.
`ADKINS, WENCES CASARES,
`JONATHAN CHRISTODORO, JOHN J.
`DONAHOE, DAVID W. DORMAN,
`BELINDA J. JOHNSON, GAIL J.
`McGOVERN, DEBORAH M.
`MESSEMER, DAVID M. MOFFETT,
`ANN M. SARNOFF, FRANK D.
`YEARY,
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`PAYPAL HOLDINGS, INC.,
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`Case 5:21-cv-09720 Document 1 Filed 12/16/21 Page 2 of 72
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`INTRODUCTION
`Plaintiff Shang Pang (“Plaintiff”), by his undersigned attorneys, derivatively and on
`behalf of Nominal Defendant PayPal Holdings, Inc. (“PayPal” or the “Company”), files
`this Verified Shareholder Derivative Complaint against Individual Defendants Daniel H.
`Schulman (“Schulman”), John D. Rainey (“Rainey”), Aaron A. Anderson (“Anderson”),
`Jeffrey W. Karbowski (“Karbowski”), Rodney C. Adkins (“Adkins”), Wences Casares
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`(“Casares”), Jonathan Christodoro (“Christodoro”), John J. Donahoe (“Donahoe”), David
`W. Dorman (“Dorman”), Belinda J. Johnson (“Johnson”), Gail J. McGovern
`(“McGovern”), Deborah M. Messemer (“Messemer”), David M. Moffett (“Moffett”), Ann
`M. Sarnoff (“Sarnoff”), Frank D. Yeary (“Yeary”) (collectively, the “Individual
`Defendants,” and together with PayPal, the “Defendants”) for breaches of their fiduciary
`duties as directors and/or officers of PayPal, unjust enrichment, abuse of control, gross
`mismanagement, waste of corporate assets, violations of Section 14(a) of the Securities
`Exchange Act of 1934 (the “Exchange Act”), and against Defendants Schulman and Rainey
`for contribution under Sections 10(b) and 21D of the Exchange Act. As for Plaintiff’s
`complaint against the Defendants, Plaintiff alleges the following based upon personal
`knowledge as to Plaintiff and Plaintiff’s own acts, and information and belief as to all other
`matters, based upon, inter alia, the investigation conducted by and through Plaintiff’s
`attorneys, which included, among other things, a review of the Defendants’ public
`documents, conference calls and announcements made by Defendants, United States
`Securities and Exchange Commission (“SEC”) filings, wire and press releases published
`by and regarding PayPal, legal filings, news reports, securities analysts’ reports and
`advisories about the Company, and information readily obtainable on the Internet. Plaintiff
`believes that substantial evidentiary support will exist for the allegations set forth herein
`after a reasonable opportunity for discovery.
`NATURE OF THE ACTION
`This is a shareholder derivative action that seeks to remedy wrongdoing
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`Case 5:21-cv-09720 Document 1 Filed 12/16/21 Page 3 of 72
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`committed by PayPal’s directors and officers from February 9, 2017 through July 28, 2021,
`both dates inclusive (the “Relevant Period”).
`PayPal is a Delaware Corporation based in San Jose, California that operates
`2.
`as a technology platform and digital payments company. The Company offers a variety of
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`payment solutions, including consumer credit services through the Company’s PayPal
`Credit offering, as well as debit card services.
`PayPal Credit has previously been subject to regulatory scrutiny. In 2015, the
`3.
`Company entered into a Stipulated Final Judgment and Order (“Consent Order”) with the
`Consumer Financial Protection Bureau (“CFPB”) in which it settled regulatory claims
`arising from the Company’s PayPal Credit practices between 2011 and 2015. The Consent
`Order obligated PayPal to pay $15 million in redress to consumers and a $10 million civil
`monetary penalty. The Consent Order further required PayPal to make various changes to
`PayPal Credit disclosures and related business practices.
`Following the Company’s entry into the Consent Order, and throughout the
`4.
`Relevant Period, the Individual Defendants made, or caused the Company to make,
`materially false and misleading statements concerning PayPal’s business, operations, and
`prospects.
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`Specifically, during the Relevant Period, the Individual Defendants caused the
`5.
`Company to repeatedly tout its compliance with the Consent Order in filings with the SEC.
`In addition, the Individual Defendants caused the Company to acknowledge the Federal
`Reserve Board’s rule capping debit card interchange fees and other related laws and
`regulations.
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`6.
`However, during the Relevant Period, the Individual Defendants failed to
`disclose compliance issues with PayPal Credit that led to an investigation by the CFPB (the
`“PayPal Credit Misconduct”) and compliance issues with Regulation II of the Board of
`Governors of the Federal Reserve System governing debit card interchange fees that led to
`an investigation by the SEC (the “Debit Interchange Misconduct”).
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`Case 5:21-cv-09720 Document 1 Filed 12/16/21 Page 4 of 72
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`The Individual Defendant’s misrepresentations had the effect of misleading
`7.
`the investing public and artificially inflating the Company’s stock during the Relevant
`Period, during which time three of the Individual Defendants benefitted from lucrative
`insider sales at artificially inflated prices for proceeds of approximately $6.25 million.
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`The truth emerged on July 29, 2021, when the Company filed its quarterly
`8.
`report on Form 10-Q with the SEC (the “2021Q2 10-Q”), in which the Company disclosed
`that it was subject to investigations by federal regulatory authorities. Specifically, the
`Company disclosed that it had received a civil investigative demand (“CID”) “from the
`CFPB related to the marketing and use of PayPal Credit in connection with certain
`merchants that provide educational services.” In addition, the Company disclosed that it
`had “responded to subpoenas and requests for information received from the [SEC] relating
`to whether the interchange rates paid to the bank that issues debit cards bearing our licensed
`brands were consistent with Regulation II of the Board of Governors of the Federal Reserve
`System, and to the reporting of marketing fees earned from the Company’s branded card
`program.”
`On this news, the Company’s stock price fell by $18.81 per share from its
`9.
`closing price of $301.98 on July 28, 2021, to close at $283.17 on July 29, 2021, a decline
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`of approximately 6.23%.
`10. During the Relevant Period, the Individual Defendants breached their
`fiduciary duties by personally making and/or causing the Company to make to the investing
`public a series of materially false and misleading statements regarding the Company’s
`business, operations, and prospects. Specifically, the Individual Defendants willfully or
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`recklessly made and/or caused the Company to make false and misleading statements that
`failed to disclose, inter alia: (1) the PayPal Credit Misconduct; (2) the Debit Interchange
`Misconduct; (3) the Company’s revenues from its PayPal Credit and debit card services
`were artificially inflated due to the PayPal Credit Misconduct and the Debit Interchange
`Misconduct and were therefore unsustainable; (4) as a result of the foregoing, the Company
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`was subject to an increased risk of regulatory investigations and enforcement actions; and
`(5) the Company failed to maintain internal controls. As a result of the foregoing, the
`Company’s public statements were materially false and misleading at all relevant times.
`11. The Individual Defendants also breached their fiduciary duties by failing to
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`correct and/or causing the Company to fail to correct these false and misleading statements
`and omissions of material fact, while three of the Individual Defendants sold Company
`shares at inflated prices.
`In further breach of their fiduciary duties, the Individual Defendants caused
`12.
`or permitted the Company to engage in the PayPal Credit Misconduct and the Debit
`Interchange Misconduct. As a result, the CFPB and the SEC undertook investigations into
`the PayPal Credit Misconduct and the Debit Interchange Misconduct.
`13. Additionally, in breach of their fiduciary duties, the Individual Defendants
`caused the Company to fail to maintain adequate internal controls.
`In light of the Individual Defendants’ misconduct—which has subjected the
`14.
`Company, its Chief Executive Officer (“CEO”), and its Chief Financial Officer (“CFO”)
`to a federal securities fraud class action lawsuit pending in the United States District Court
`for the Northern District of California (the “Securities Class Action”) and which has further
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`subjected the Company to the need to undertake intake internal investigations, the need to
`implement adequate internal controls, losses from the waste of corporate assets, and losses
`due to the unjust enrichment of Individual Defendants who were improperly
`overcompensated by the Company and/or who benefitted from the wrongdoing alleged
`herein—the Company will have to expend many millions of dollars.
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`15. The Company has been substantially damaged as a result of the Individual
`Defendants’ knowing or highly reckless breaches of fiduciary duty and other misconduct.
`In light of the breaches of fiduciary duty engaged in by the Individual
`16.
`Defendants, most of whom are the Company’s current directors, of the collective
`engagement in fraud and misconduct by the Company’s directors, of the substantial
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`Case 5:21-cv-09720 Document 1 Filed 12/16/21 Page 6 of 72
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`likelihood of the directors’ liability in this derivative action and of the CEO’s and CFO’s
`liability in the Securities Class Actions, of their not being disinterested and/or independent
`directors, a majority of the Company’s Board of Directors (the “Board”) cannot consider a
`demand to commence litigation against themselves on behalf of the Company with the
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`requisite level of disinterestedness and independence.
`JURISDICTION AND VENUE
`17. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331
`because Plaintiff’s claims raise a federal question under Section 14(a) of the Exchange Act
`(15 U.S.C. § 78n(a)(1)), Rule 14a-9 of the Exchange Act (17 C.F.R. § 240.14a-9), and
`Section 21D of the Exchange Act (15 U.S.C. § 78u-4(f)). Plaintiff’s claims also raise a
`federal question pertaining to the claims made in the Securities Class Action based on
`violations of the Exchange Act.
`18. This Court also has subject matter jurisdiction pursuant to 28 U.S.C. § 1332.
`Plaintiff and Defendants are citizens of different states and the amount in controversy
`exceeds the sum or value of $75,000 exclusive of interest and costs.
`19. This Court has supplemental jurisdiction over Plaintiff’s state law claims
`pursuant to 28 U.S.C. § 1367(a).
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`20. This derivative action is not a collusive action to confer jurisdiction on a court
`of the United States that it would not otherwise have.
`21. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because a
`substantial portion of the transactions and wrongs complained of herein occurred in this
`District, the Defendants have regularly conducted business in this District, the Defendants
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`have received substantial compensation in this District, and the Defendants’ actions have
`had an effect in this District.
`22. Venue is also proper in this District because PayPal is headquartered in this
`District.
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`Case 5:21-cv-09720 Document 1 Filed 12/16/21 Page 7 of 72
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`PARTIES
`
`Plaintiff
`23. Plaintiff is a current shareholder of PayPal. Plaintiff has continuously held
`PayPal common stock at all relevant times.
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`24. Plaintiff is not a citizen of the United States.
`Nominal Defendant PayPal
`25. PayPal is a Delaware corporation with its principal executive offices at 2211
`North First Street, San Jose, California 95131. PayPal’s shares trade on the NASDAQ
`Global Select Market (“NASDAQ”) under the ticker symbol “PYPL.”
`Defendant Schulman
`26. Defendant Schulman has served as President, CEO, and director of PayPal
`since July 2015. In addition, he served as the President and CEO-Designee of PayPal from
`September 2014 until July 2015. According to the Company’s Schedule 14A filed with the
`SEC on April 13, 2021 (the “2021 Proxy Statement”), as of March 30, 2021, Defendant
`Schulman beneficially owned 364,755 shares of the Company’s common stock. Given that
`the price per share of the Company’s common stock at the close of trading on March 30,
`2021 was $236.54, Defendant Schulman owned approximately $86,279,147.70 worth of
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`PayPal stock.
`27. For the fiscal year ended December 31, 2020 (the “2020 Fiscal Year”),
`Defendant Schulman received $23,362,072 in compensation from the Company. This
`included $1,038,462 in salary, $20,957,193 in stock awards, $1,000,000 in non-equity
`incentive plan compensation, and $366,417 in all other compensation. For the fiscal year
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`ended December 31, 2019 (the “2019 Fiscal Year”), Defendant Schulman received
`$25,825,473 in compensation from the Company. This included $1,000,000 in salary,
`$23,854,743 in stock awards, $750,000 in non-equity incentive plan compensation, and
`$220,730 in all other compensation. For the fiscal year ended December 31, 2018 (the
`“2018 Fiscal Year”), Defendant Schulman received $37,764,588 in compensation from the
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`Company. This included $1,000,000 in salary, $35,275,516 in stock awards, $875,000 in
`non-equity incentive plan compensation, and $614,072 in all other compensation. For the
`fiscal year ended December 31, 2017 (the “2017 Fiscal Year”), Defendant Schulman
`received $19,218,634 in compensation from the Company. This included $1,000,000 in
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`in stock awards, $1,000,000
`salary, $16,976,017
`in non-equity
`incentive plan
`compensation, and $242,617 in all other compensation.
`28. During the Relevant Period, when the Company materially misstated
`information to the investing public to keep the stock price inflated, and before the scheme
`was exposed, Defendant Schulman made the following sale of Company stock:
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`Number of Shares Price Per Share Proceeds
`Date
`10,000
`$303.75
`$3,037,500
`2/16/2021
`His insider sale, made with knowledge of material non-public information before the
`material misstatements and omissions were exposed, demonstrates his motive in
`facilitating and participating in the scheme.
` According to the 2021 Proxy Statement, Defendant Schulman previously
`29.
`served as Group President, Enterprise Group of American Express Company, from August
`2010 to August 2014. He also served as President, Prepaid Group of Sprint Nextel
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`Corporation, from November 2009 until August 2010, when Sprint Nextel acquired Virgin
`Mobile, USA. In addition, he has served as a board member on various public companies,
`including Verizon Communications Inc., Flex Ltd., and NortonLifeLock.
`30. Upon information and belief, Defendant Schulman is a citizen of California.
`Defendant Rainey
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`31. Defendant Rainey has served as the Company’s CFO since August 2015. In
`addition, he has served as Executive Vice President, Global Customer Operations since
`January 2018. According to the 2021 Proxy Statement, as of March 30, 2021, Defendant
`Rainey beneficially owned 107,845 shares of the Company’s common stock. Given that
`the price per share of the Company’s common stock at the close of trading on March 30,
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`2021 was $236.54, Defendant Rainey owned approximately $25,509,656.30 worth of
`PayPal stock.
`32. For the 2020 Fiscal Year, Defendant Rainey received $10,015,110 in
`compensation from the Company. This included $778,846 in salary, $8,896,739 in stock
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`awards, $328,125 in non-equity incentive plan compensation, and $11,400 in all other
`compensation. For the 2019 Fiscal Year, Defendant Rainey received $11,182,014 in
`compensation from the Company. This included $750,000 in salary, $10,139,564 in stock
`awards, $281,250 in non-equity incentive plan compensation, and $11,200 in all other
`compensation. For the 2018 Fiscal Year, Defendant Rainey received $9,524,190 in
`compensation from the Company. This included $721,154 in salary, $8,463,911 in stock
`awards, $328,125 in non-equity incentive plan compensation, and $11,000 in all other
`compensation. For the 2017 Fiscal Year, Defendant Rainey received $8,631,687 in
`compensation from the Company. This included $650,000 in salary, $5,645,887 in stock
`awards, $325,000 in non-equity incentive plan compensation, and $2,010,800 in all other
`compensation.
`33. During the Relevant Period, when the Company materially misstated
`information to the investing public to keep the stock price inflated, and before the scheme
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`was exposed, Defendant Rainey made the following sale of Company stock:
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`Number of Shares Price Per Share
`5,377
`$298
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`Proceeds
`$1,602,346
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`Date
`2/17/2021
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`His insider sale, made with knowledge of material non-public information before the
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`material misstatements and omissions were exposed, demonstrates his motive in
`facilitating and participating in the scheme.
`34. According to the 2021 Proxy Statement, Defendant Rainey previously served
`as Executive Vice President and Chief Financial Officer at United Airlines from August
`2015 to September 2016 and as Senior Vice President of Financial Planning and Analysis
`at United Continental Holdings, Inc. from October 2010 to April 2012. In addition, he has
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`served as a member of the Board of Directors of Nasdaq, Inc. since 2017.
`35. Upon information and belief, Defendant Rainey is a citizen of California.
`Defendant Anderson
`36. Defendant Anderson joined the Company as a Controller in June 2014 and
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`currently serves as the Company’s Treasurer. He previously served as the Company’s Chief
`Accounting Officer from July 2015 until August 2020. Prior to joining the Company,
`Defendant Anderson served as Assistant Controller at MasterCard and Director, IFRS
`Policy & Implementation at IBM.
`37. Upon information and belief, Defendant Anderson is a citizen of California.
`Defendant Karbowski
` Defendant Karbowski joined the Company in May 2013 and has served since
`38.
`August 2020 as Vice President, Chief Accounting Officer. In his time with the Company,
`and in addition to his current role, Defendant Karbowski has served as Controller, New
`Ventures; Director, Assistant Controller; Senior Director, Controller; and Vice President,
`Global Controller. He previously served as Director, Accounting at Microsoft Corp.
`39. Upon information and belief, Defendant Karbowski is a citizen of California.
`Defendant Adkins
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`40. Defendant Adkins has served as a Company director and as a member of the
`Audit, Risk, and Compliance Committee (“ARC Committee”) since September 26, 2017.
`In addition, he has served as member of the Governance Committee since at least
`September 2018. According to the 2021 Proxy Statement, as of March 30, 2021, Defendant
`Adkins beneficially owned 17,843 shares of the Company’s common stock. Given that the
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`price per share of the Company’s common stock at the close of trading on March 30, 2021
`was $236.54, Defendant Adkins owned approximately $4,220,583.22 worth of PayPal
`stock.
`41. For the 2020 Fiscal Year, Defendant Adkins received $385,096 in
`compensation from the Company. This included $110,000 in fees earned or paid in cash
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`and $275,096 in stock awards. For the 2019 Fiscal Year, Defendant Adkins received
`$385,102 in compensation from the Company. This included $110,000 in fees earned or
`paid in cash and $275,102 in stock awards. For the 2018 Fiscal Year, Defendant Adkins
`received $377,681 in compensation from the Company. This included $102,658 in fees
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`earned or paid in cash and $275,023 in stock awards. For the 2017 Fiscal Year, Defendant
`Adkins received $191,667 in compensation from the Company. This included $26,575 in
`fees earned or paid in cash and $165,092 in stock awards.
`42. According to the 2021 Proxy Statement, Defendant Adkins has served since
`January 2015 as President of 3RAM Group LLC, a privately held company specializing in
`capital investments, business consulting services and property management. In addition,
`he spent over 30 years at International Business Machines Corporation (IBM) in various
`development and management roles, including Senior Vice President of Corporate
`Strategy. Furthermore, he has served as a director on the boards of various public and
`former public companies, including Avnet, Inc., United Parcel Service, Inc., W.W.
`Grainger, Inc., and PPL Corporation.
`43. Upon information and belief, Defendant Adkins is a citizen of Florida.
`Defendant Casares
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`44. Defendant Casares served as a Company director from January 2016 until the
`Company’s annual meeting on May 21, 2020. During that time, he also served as a member
`of the Compensation Committee. According to the 2020 Proxy Statement, as of March 27,
`2021, Defendant Casares beneficially owned 22,213 shares of the Company’s common
`stock. Given that the price per share of the Company’s common stock at the close of trading
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`on March 27, 2020 was $93.48, Defendant Casares owned approximately $2,076,471.24
`worth of PayPal stock.
`45. For the 2020 Fiscal Year, Defendant Casares received $98,000 in
`compensation from the Company, comprised solely of fees earned or paid in cash. For the
`2019 Fiscal Year, Defendant Casares received $373,102 in compensation from the
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`Company. This included $98,000 in fees earned or paid in cash and $275,102 in stock
`awards. For the 2018 Fiscal Year, Defendant Casares received $373,023 in compensation
`from the Company. This included $98,000 in fees earned or paid in cash and $275,023 in
`stock awards. For the 2017 Fiscal Year, Defendant received $348,043 in compensation
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`from the Company. This included $98,000 in fees earned or paid in cash and $250,043 in
`stock awards.
`46. According to the Company’s Schedule 14A filed with the SEC on April 10,
`2019 (the “2019 Proxy Statement”), Defendant Casares is a founder of Xapo Inc., a bitcoin
`wallet and vault startup, for which he served as CEO from 2014 until at least 2019. In
`addition, he is a founder and former Chief Executive Officer of Lemon Inc., a digital wallet
`platform. He formerly served as Co-CEO of Bling Nation Ltd., a mobile payments
`platform, and has served on the Board of Directors of Endeavor Global.
`47. Upon information and belief, Defendant Casares is a citizen of California.
`Defendant Christodoro
`48. Defendant Christodoro has served as a Company director since July 2015. He
`served as a member of the Compensation Committee throughout the Relevant Period and
`as a member of the Governance Committee since at least 2020. According to the 2021
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`Proxy Statement, as of March 30, 2021, Defendant Christodoro beneficially owned 24,087
`shares of the Company’s common stock. Given that the price per share of the Company’s
`common stock at the close of trading on March 30, 2021 was $236.54, Defendant
`Christodoro owned approximately $5,697,538.98 worth of PayPal stock.
`49. For the 2020 Fiscal Year, Defendant Christodoro received $382,685 in
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`compensation from the Company. This included $107,589 in fees earned or paid in cash
`and $275,096 in stock awards. For the 2019 Fiscal Year, Defendant Christodoro received
`$373,102 in compensation from the Company. This included $98,000 in fees earned or
`paid in cash and $275,102 in stock awards. For the 2018 Fiscal Year, Defendant
`Christodoro received $373,023 in compensation from the Company. This included $98,000
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`in fees earned or paid in cash and $275,023 in stock awards. For the 2017 Fiscal Year,
`Defendant Christodoro received $348,043 in compensation from the Company. This
`included $98,000 in fees earned or paid in cash and $250,043 in stock awards.
`50. According to the 2021 Proxy Statement, Defendant Christodoro has served as
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`a Partner at Patriot Global Management, L.P., an investment management firm, since
`March 2019. He served as Managing Director of Icahn Capital LP from July 2012 to
`February 2017. In addition, he served in various investment and research roles from 2007
`to 2012, and began his career as an investment banking analyst at Morgan Stanley. He
`served in the United States Marine Corps, and has served as a director on the boards of
`various companies, including Pioneer Merger Corp., Sandridge Energy, Inc., Xerox
`Corporation, Enzon Pharmaceuticals, Inc., Herbalife Ltd., and Lyft, Inc.
`51. Upon information and belief, Defendant Christodoro is a citizen of New York.
`Defendant Donahoe
`52. Defendant Donahoe has served as a Company director since July 2015. In
`addition, he served as Chair of the Board throughout the Relevant Period. According to the
`2021 Proxy Statement, as of March 30, 2021, Defendant Donahoe beneficially owned
`56,630 shares of the Company’s common stock. Given that the price per share of the
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`Company’s common stock at the close of trading on March 30, 2021 was $236.54,
`Defendant Donahoe owned approximately $13,395,260.20 worth of PayPal stock.
`53. For the 2020 Fiscal Year, Defendant Donahoe received $455,046 in
`compensation from the Company. This included $130,000 in fees earned or paid in cash
`and $325,046 in stock awards. For the 2019 Fiscal Year, Defendant Donahoe received
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`$455,038 in compensation from the Company. This included $130,000 in fees earned or
`paid in cash and $325,038 in stock awards. For the 2018 Fiscal Year, Defendant Donahoe
`received $622,563 in compensation from the Company. This included $180,000 in fees
`earned or paid in cash, $375,076 in stock awards, and $67,487 in option awards. For the
`2017 Fiscal Year, Defendant Donahoe received $530,050 in compensation from the
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`Company. This included $180,000 in fees earned or paid in cash and $350,050 in stock
`awards.
`54. According to the 2021 Proxy Statement, Defendant Donahoe has served as
`President and CEO of Nike, Inc. since January 2020. He formerly served as President and
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`CEO of ServiceNow, Inc. from 2017 to 2019, and as President and CEO of eBay Inc. from
`2008 to 2015. From 2000 to 2005, Defendant Donahoe was Worldwide Managing Director
`of Bain & Company. In addition, he has served as a director on the boards of Nike, Inc.,
`ServiceNow, Inc., and eBay Inc.
`55. Upon information and belief, Defendant Donahoe is a citizen of Oregon.
`Defendant Dorman
`56. Defendant Dorman has served as a Company director since June 2015. He
`served as Chair of the Compensation Committee and as a member of the Governance
`Committee throughout the Relevant Period. According to the 2021 Proxy Statement, as of
`March 30, 2021, Defendant Dorman beneficially owned 43,837 shares of the Company’s
`common stock. Given that the price per share of the Company’s common stock at the close
`of trading on March 30, 2021 was $236.54, Defendant Dorman owned approximately
`$10,369,203.98 worth of PayPal stock.
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`57. For the 2020 Fiscal Year, Defendant Dorman received $385,096 in
`compensation from the Company. This included $110,000 in fees earned or paid in cash
`and $275,096 in stock awards. For the 2019 Fiscal Year, Defendant Dorman received
`$385,102 in compensation from the Company. This included $110,000 in fees earned or
`paid in cash and $275,102 in stock awards. For the 2018 Fiscal Year, Defendant Dorman
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`received $385,023 in compensation from the Company. This included $110,000 in fees
`earned or paid in cash and $275,023 in stock awards. For the 2017 Fiscal Year, Defendant
`Dorman received $360,043 in compensation from the Company. This included $110,000
`in fees earned or paid in cash and $250,043 in stock awards.
`58. According to the 2021 Proxy Statement, Defendant Dorman has served as
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`Founding Partner of Centerview Capital Technology Fund, a private investment firm, since
`July 2013, and as Board Chair of InfoWorks, a portfolio company of Centerview, since
`January 2019. In addition, he has served as Lead Independent Director of the Board of
`Motorola Solutions, Inc.; Non-Executive Board Chair of Motorola, Inc.; Senior Advisor
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`and Managing Director to Warburg Pincus LLC, a global p