2024
Annual Proxy Statement
In 2023, we received several awards recognizing our culture, workplace and commitments to responsible business.
Fifth year in a row as a member of the Dow Jones
Sustainability World Index
100% rating in the Corporate Equality Index for the 16th consecutive year and recipient of
2023-2024 Equality 100 Award: Leaders in LGBTQ+ Inclusion
Received an A- for leadership in
climate change in CDP Climate Change Survey
Fourth year ranked in the U.S. Environmental
Protection Agency's
Green Power Partnership National Top 100
2024 Proxy Statement
Letter to Our Stockholders
Dear Fellow Stockholders:
eBay's shared values of transparency, responsibility and performance have supported eBay's mission to empower people and create economic opportunity for all throughout 2023. As your Board of Directors, we are focused on creating long-term, sustainable value for stockholders. Drawing on your input, we are supporting our leadership team in realizing its vision and strategy for eBay, a marketplace that will continue to drive success for its sellers and buyers around the world.
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of eBay Inc. to be held on June 20, 2024, at 8:00 a.m. Pacific Time. The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Board Election and Refreshment
We are soliciting proxies for the election at the Annual Meeting of ten individuals to serve as directors of eBay until the 2025 Annual Meeting of Stockholders. The Board has a commitment to refreshment, and we recently recruited one additional independent director, Zane Rowe. Mr. Rowe further enhances the Board's composition, and with his extensive experience in corporate finance, investor relations and strategy, he brings skills and expertise complementary to eBay's strategic vision.
Sustainable Initiatives
As Board members we, and the thousands of eBay employees, deeply share the sentiment that the company's purpose links us to something bigger than any one of us. To ensure the achievement of our long-term business goals, we oversee the management team to ensure eBay's sustainability initiatives focus on the matters that are most meaningful to our business and where we can be most impactful to our stakeholders. This includes our commitments to corporate governance best practices (especially our engagement with and responsiveness to stockholders), our impact on the environment and the communities we serve and overseeing meaningful progress in diversity, equity and inclusion. We invite you to read more in our Impact, DE&I and Recommerce reports.
eBay Impact Report | DE&I Report | Recommerce Report |
Engaging Virtually
This year will be our fifth virtual annual meeting. We believe hosting the meeting virtually improves your ability to attend and participate while saving you the time and expense of travel. In the virtual meeting, participants will join via a website where they can listen to the speakers, view any presentations, submit questions and comments, hear the company's responses, and vote their shares electronically. We recommend that participants log in at least 15 minutes prior to the start of the meeting.
Thank you for your continued investment in eBay. We are proud to represent stockholder interests in this great company and look forward to meeting with you at the 2024 Annual Meeting of Stockholders.
Thursday June 20, 2024 8:00 a.m. (PT)
www.virtualshareholdermeeting.
com/EBAY2024
Sincerely,
Your Board of Directors
Adriane M. Brown
Aparna Chennapragada
Logan D. Green
E. Carol Hayles
Jamie J. Iannone
Shripriya Mahesh
Paul S. Pressler
Zane Rowe
Mohak Shroff
Perry M. Traquina
2024 Proxy Statement | 1 |
Notice of Annual
Meeting of
Stockholders
The 2024 Annual Meeting of Stockholders of eBay Inc. ("eBay," "we," "us" and the "Company") will be conducted virtually on the Internet. There will be no in-person meeting.
Date and Time | Web Address | Record Date |
Thursday, June 20, 2024 | www.virtualshareholdermeeting. | You are eligible to vote if you |
8:00 a.m. Pacific Time | com/EBAY2024 | were a stockholder at the close |
of business on April 22, 2024. |
Proposals Requiring Your Vote
DESCRIPTION
BOARD'S RECOMMENDATION
FURTHER DETAILS
Proposal 1
Proposal 2
Proposal 3
Election of 10 directors named in this Proxy Statement to our Board to hold office until our 2025 Annual Meeting of Stockholders
Ratification of appointment of independent auditors
Advisory vote to approve named executive officer compensation
FOR
Each Director | Page 8 |
Nominee | |
FOR | Page 32 |
FOR | Page 37 |
Stockholders as of the record date will also transact on such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. The items of business are described more fully in the accompanying Proxy Statement. We will be providing access to our proxy materials over the internet under Securities and Exchange Commission ("SEC") "notice and access" rules. As a result, on or about April 25, 2024, we are mailing to many of our stockholders a notice instead of a paper copy of the Proxy Statement and our 2023 Annual Report. In the event of a technical malfunction or other situation that at the discretion of the Chair of our Board may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held, the Chair of our Board or our Secretary will convene the meeting at 4:00 p.m. Pacific Time on the same date and at the location specified above solely for the purpose of holding the adjourned meeting at this later time. Under the foregoing circumstances, we will post information regarding the announcement on our investor relations website at https://investors.ebayinc.com/.
How to Vote | Your Vote Is Important. Even if you plan to attend the meeting, please vote as soon as possible using any of |
the following methods. In all cases, you should have your notice, or if you requested to receive printed proxy | |
materials, your proxy card or voting instruction form, on hand and follow the instructions: |
Online | Phone | |
You can vote your shares | You can vote your shares by | Date and sign your proxy card |
online at www.proxyvote.com. | calling +1 (800) 690-6903. | or voting instruction form and return |
it in the postage-paid envelope. | ||
By Order of the Board of Directors |
Molly Finn
Assistant Secretary
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 20, 2024: the Proxy Statement and the Annual Report are Available athttps://investors.ebayinc.com/financial-information/annual-reports/default.aspx.
- 2024 Proxy Statement
Table of Contents
- Notice of Annual Meeting of Stockholders
- Proposal 1: Election of Directors 9 Director Nominees
14 Corporate Governance 14 Highlights
15 Board Composition and Independence
17 Board Leadership Structure and Effectiveness
22 Board Oversight
26 Stockholder Engagement
27 Governance Policies and Practices
30 Compensation of Directors
32 Proposal 2: Ratification of Appointment of Independent Auditors
32 Audit Matters
33 Audit and Other Professional Fees
33 Audit Committee Pre-Approval Policy
33 Auditor Independence
34 Audit Committee Report
35 Our Executive Officers
- Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
- Executive Compensation
38 Compensation Discussion and Analysis
55 Compensation and Human Capital Committee Report
56 Executive Compensation Tables
66 CEO Pay Ratio
67 Pay Versus Performance
71 Equity Compensation Plan Information
71 Security Ownership of Certain Beneficial Owners and Management
73 Questions and Answers About the Proxy Materials and Our 2024 Annual Meeting
79 Other Matters
Forward-LookingStatements. This Proxy Statement contains forward-looking statements. All statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, targets, commitments and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements appear throughout this Proxy Statement. These forward-looking statements generally are identified by the words "anticipate," "believe," "commit," "expect," "estimate," "intend," "forecast," "future," "goal," "maintain," "may," "ongoing," "opportunity," "plan," "possible," "potential," "project," "should," "strategy," "target," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Incorporation by Reference. Neither the Compensation and Human Capital Committee Report nor the Audit Committee Report shall be deemed filed with the SEC or incorporated by reference into any prior or future filings made by our Company under the Securities Act or the Exchange Act.
References in this Proxy Statement to our Company website and additional Company reports or information contained on our website are for information purposes only or to satisfy requirements of The Nasdaq Stock Market LLC ("Nasdaq") and the SEC and are intended to provide inactive, textual references only. The information on our Company website, including the information contained in those reports, is not part of this Proxy Statement and is not incorporated by reference into this Proxy Statement.
2024 Proxy Statement | 3 |
Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
Meeting
Information
Date & Time | Web Address | Record Date |
Thursday, June 20, 2024 | www.virtualshareholdermeeting. | You are eligible to vote if you |
8:00 a.m. Pacific Time | com/EBAY2024 | were a stockholder at the close |
of business on April 22, 2024. |
Proposals Requiring Your Vote
DESCRIPTION | BOARD'S RECOMMENDATION | FURTHER DETAILS |
Proposal 1: Election of 10 directors named in this Proxy Statement to our Board to hold office until our 2025 Annual Meeting of Stockholders
The Board believes that each of the director nominees has the experience, qualifications and skills necessary to contribute to an effective and well-functioning Board.
Proposal 2: Ratification of appointment of independent auditors
The Audit Committee has appointed PricewaterhouseCoopers LLP ("PwC") to serve as eBay's independent registered public accounting firm for the 2024 fiscal year, and this appointment is being submitted to our stockholders for ratification. The Audit Committee and the Board believe that the continued retention of PwC to serve as eBay's independent auditor is in the best interests of the Company and our stockholders.
Proposal 3: Advisory vote to approve named executive officer compensation
eBay seeks a non-binding advisory vote to approve the compensation of the named executive officers ("NEOs") as disclosed in this Proxy Statement. The Board and the Compensation and Human Capital Committee ("CHCC") value the opinions of our stockholders and will take into account the outcome of this vote in considering future compensation arrangements.
FOR
Each Director | Page 8 |
Nominee |
FOR | Page 32 |
FOR | Page 37 |
New in this Proxy Statement | NEW | Adopted or enhanced as part of ongoing assessment of governance |
best | practices. |
- Director Experience and Qualifications Matrix
- Refreshed Company Peer Group for 2024 Compensation
- 2024 Proxy Statement
eBay Impact Highlights
We connect people and build communities to create economic opportunity for all.
A key differentiator for eBay is our focus on a sustainable future. The impact that eBay has on the environment and the communities we support is of deep importance to us. We have ambitious environmental targets to
Economic Opportunity | eBay for Charity |
As champions of inclusive | eBay for Charity empowers buyers and |
entrepreneurship for everyone, eBay | sellers to support charities around the |
assists sellers in transforming their | world. We enable sellers to contribute a |
business through eBay Academy, and | portion of their sales to selected |
we help small businesses grow globally, | non-profits, and we partner with charity |
through programs such as eBay for | organizations to help them reach their |
Change and Up & Running. | fundraising goals. |
eBay Foundation | Sustainable Commerce |
reduce our impact on the planet, and our marketplace provides an alternative to the carbon emissions, water, energy and waste typically used in producing new goods.
eBay Foundation helps to support economically vibrant and thriving communities, including by partnering with nonprofit organizations that are addressing and removing barriers to entrepreneurship for people who identify with historically excluded groups. We also support employees with meaningful giving and volunteer opportunities.
As a pioneer of recommerce, we strive to sustain the future of our customers, our company and our planet. We help lead the way forward as partners with our global community. We also continue to embrace best practices at our facilities to reduce our environmental footprint and reinforce our commitment to operating with integrity.
Trusted Marketplace
eBay has created a trusted, transparent marketplace that's based on the strong ethical values we follow as a business.
Impact Goals: We continue to work to better quantify, track and manage our environmental footprint.
Goal: Renewable Energy
Source 100 percent of our electricity supply from renewable energy sources by 2025 for eBay- controlled data centers and offices.
Goal: Carbon Emissions-Science Based Target
Reduce absolute scope 1 and scope 2 greenhouse gas ("GHG") emissions 90% by 2030 from a 2019 baseline and reduce absolute scope 3 emissions from downstream transportation and distribution by 20% in the same timeframe.
2024 Proxy Statement 5
Corporate Governance Highlights
Good Governance Practices
The Board of Directors is responsible for (1) providing advice and oversight of the strategic and operational direction of the Company and
- overseeing the Company's executive management to ensure the Company operates in ways that support the long-term interests of our stockholders and the stakeholders we serve. eBay is committed to transparency and accountability, as demonstrated by the following governance features:
Strong Board independence (9 of 10 directors are independent)
Annually elected Board with all members standing for election each year
Majority vote standard for uncontested director elections with a director resignation policy for director nominees who do not receive a majority vote
Stockholder right to request eBay to call a special meeting
Proxy access bylaws
Strong stockholder engagement practices
Separate Chair and CEO roles
Independent Chair with robust responsibilities
Simple majority vote standard for bylaw/charter amendments and transactions
Clawback policy
Stock ownership requirements for our executive officers and directors
Anti-hedging and anti-pledging policies
Director Nominees
DIRECTOR | COMMITTEES | OTHER PUBLIC | ||||||||
NOMINEE | AFFILIATION | AGE | SINCE | AC | CHCC | RC | CGNC | COMPANY BOARDS | ||
Adriane M. Brown | IND | 65 | 2017 | • | Axon Enterprise, Inc. (since 2020) | |||||
Managing Partner, Flying | • | American Airlines Group, Inc. (since 2021) | ||||||||
Fish Ventures | • | KKR & Co. Inc. (since 2021) | ||||||||
Aparna | ||||||||||
Chennapragada | IND | 47 | 2022 | • | None | |||||
Corporate VP, Generative AI, | ||||||||||
Microsoft Corporation | ||||||||||
Logan D. Green | ||||||||||
Chair, Co-Founder and | IND | 40 | 2016 | • | Lyft, Inc. (since 2019) | |||||
former Chief Executive | ||||||||||
Officer, Lyft | ||||||||||
E. Carol Hayles | IND | 63 | 2020 | • | Webster Financial Corporation (since 2018) | |||||
Former Chief Financial | ||||||||||
Officer, CIT Group, Inc. | ||||||||||
Jamie Iannone | eBay | 51 | 2020 | • | None | |||||
President and Chief | ||||||||||
Executive Officer, eBay Inc. | ||||||||||
Shripriya Mahesh | IND | 50 | 2023 | • | Sundaram Brake Linings Ltd (since 2020) | |||||
General Partner, | ||||||||||
Spero Ventures | ||||||||||
Paul S. Pressler | IND | 67 | 2015 | • | None | |||||
Chair of the eBay Board; | ||||||||||
Operating Advisor, | ||||||||||
Clayton, Dubilier & Rice | ||||||||||
Zane Rowe | IND | 53 | 2024 | • | None | |||||
Chief Financial Officer, | ||||||||||
Workday, Inc. | ||||||||||
Mohak Shroff | IND | 45 | 2020 | • | None | |||||
Head of Engineering, | ||||||||||
Perry M. Traquina | IND | 68 | 2015 | • | Morgan Stanley (since 2015) | |||||
Former Chairman | ||||||||||
and CEO, Wellington | • | The Allstate Corporation (since 2016) | ||||||||
Management Company | ||||||||||
AC Audit Committee | CHCC Compensation and Human Capital Committee | RC Risk Committee | CGNC Corporate Governance | |||||||
Committee Chair | Member | and Nominating Committee | ||||||||
- 2024 Proxy Statement
Director Experience and Qualifications NEW
The matrix below summarizes what our Board believes are desirable types of experience, skills and attributes possessed by our director nominees in light of the Company's business and strategy. This matrix does not encompass all experience, qualifications, skills or attributes of our director nominees.For more information on the qualifications that each director nominee brings to our Board, see "Proposal 1: Election of Directors-Director Nominees" below.
PRESSLER TRAQUINA GREEN BROWN IANNONE HAYLES SHROFF CHENNAPRAGADA MAHESH ROWE
Key Experience
and Skills
Technology
E-Commerce/
Retail
Strategy
Investment/
Finance
Leadership
Entrepreneurship
Transactions/
M&A
Product, Marketing
and Media
Management
Cybersecurity
Climate/
ESG
Attributes*
Gender Diversity
Racial/Ethnic
Diversity
Tenure (years) | 9 | 9 | 8 | 7 | 4 | 4 | 4 | 2 | 1 | 0 |
6+ Years | 3-5 Years | 0-2 Years | ||||||||
- Voluntary and self-identified
2024 Proxy Statement 7
Executive Compensation Highlights
The objectives of our executive compensation program are to:
Align compensation with | Motivate executive officers | Position us competitively | Enable us to attract, reward |
our business objectives, | to enhance short-term | among the companies | and retain executive officers |
performance and | results and long-term | against which we recruit | and other key employees |
stockholder interests | stockholder value | and compete for talent | who contribute to our |
long-term success |
Our Board of Directors recommends that stockholders vote to approve an advisory resolution on the compensation paid to the Company's named executive officers, as described in the Compensation Discussion and Analysis section of this Proxy Statement, for the following reasons.
How We Pay Our CEO
This graphic illustrates the predominance of equity incentives and performance-based components in Mr. Iannone's 2023 target pay mix in our core compensation program. Mr. Iannone's compensation is highly weighted to Company performance. Over 95% of his 2023 compensation is based on Company performance goals or is otherwise subject to Company stock price performance.
35% | Base Salary | |
RSUs | 4% | |
8% | Annual Cash | |
Incentive (eIP) | ||
18% | 35% | 61% |
PBSOs | PBRSUs | |
Performance- |
Based
Compensation Practices
We align executive compensation with the interests of our stockholders by emphasizing pay-for-performance and weighting equity more heavily in our total compensation mix, maintaining meaningful stock ownership requirements, and providing a majority of total compensation in the form of performance-based compensation.
We promote the appropriate level of risk-taking by management through the design and administration of our compensation programs, including by having multiple performance measures, caps on incentive payments, overlapping long-term performance periods for performance-based restricted stock unit ("PBRSU") awards and performance-based stock option ("PBSO") awards, and a robust clawback policy. We adhere to compensation best practices, with compensation benchmarked at or around the 50th percentile of our peer group, the engagement of an independent compensation consultant and limited perquisites for executive officers that are not available to all employees.
WHAT WE DO | WHAT WE DON'T DO | |
Align executive compensation with the interests of our | No tax gross-ups for change in control benefits | |
stockholders | No automatic "single trigger" acceleration of equity awards | |
• | Pay-for-performance emphasized | upon a change in control |
• | Majority of total compensation comprises performance- | No repricing or buyout of underwater stock options without |
based compensation | stockholder approval | |
• Equity/cash compensation mix significantly favors equity | No hedging and pledging transactions | |
• | Meaningful stock ownership guidelines | |
Avoid excessive risk-taking | ||
• | Multiple performance measures, caps on incentive payments, | |
and overlapping long-term performance periods for PBRSU | ||
awards and PBSOs | ||
• | Robust clawback policies |
Adhere to compensation best practices
- Compensation at or around the 50th percentile of peer group
- Independent compensation committee and compensation consultant
- Limited perquisites for executive officers that are not available to all employees
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Disclaimer
eBay Inc. published this content on 03 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 May 2024 00:02:08 UTC.