UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A ~~INFORMATION~~

Proxy Statement Pursuant to Section 14(a) of the

Securities
Exchange Act of 1934 (Amendment No. )

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eBay Inc.

(Name of Registrant as Specified In Its Charter)

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2024 Proxy Statement

Letter to Our Stockholders

Dear Fellow Stockholders:

eBay’s shared values of ~~Annual Meeting~~transparency, responsibility and performance have supported eBay’s mission to empower people and create economic opportunity for all throughout 2023. As your Board of ~~Stockholders~~

ToDirectors, we are focused on creating long-term, sustainable value for stockholders. Drawing on your input, we are supporting our ~~Stockholders:~~

~~NOTICE IS HEREBY GIVEN~~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.~~, a Delaware corporation, will~~ to be held on ~~Thursday, May 18, 2017~~June 20, 2024, at 8:00 a.m. Pacific ~~Time~~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 ~~Hamilton Avenue, San Jose, California 95125.~~

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.

[MISSING IMAGE: ic_ebayimpactreport-pn.gif]

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.

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

[MISSING IMAGE: sg_perrytraquina-bw.gif]

Perry M. Traquina

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2024 Proxy Statement1

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

Thursday, June 20, 2024
8:00 a.m. Pacific Time

Web Address

www.virtualshareholdermeeting.
com/EBAY2024

Record Date

You are eligible to vote if you
were a stockholder at the close
of business on April 22, 2024.

Proposals Requiring Your Vote

DESCRIPTION

BOARD’S RECOMMENDATION

FURTHER DETAILS

~~Items~~

Proposal

Election of ~~Business~~

• ~~To vote on the election of 12 director nominees~~10 directors named in ~~the proxy statement~~this Proxy Statement to our Board ~~of Directors~~ to hold office until our ~~2018~~2025 Annual Meeting of ~~Stockholders.~~

Stockholders

FOR

Each Director
Nominee

Page 8

Proposal

• ~~To approve, on an advisory basis, named executive officer compensation.~~

Ratification of appointment of independent auditors

FOR

Page 32

Proposal

• ~~To approve, on an advisory basis, the frequency with which the advisory~~

Advisory vote to approve named executive officer compensation ~~should be held.~~

• ~~To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2017.~~

• ~~To consider a stockholder proposal regarding action by written consent.~~

~~Record Date~~

Our Board of Directors has fixed the close of business on March 20, 2017 as the record date for identifying those stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement of this Annual Meeting.

FOR

Page 37

~~These~~

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.~~Proxy Statement. We will be providing access to our proxy materials over the ~~Internet~~internet under ~~the~~ Securities and Exchange ~~Commission’s~~Commission (“SEC”) “notice and access” rules. As a result, on or about April ~~3, 2017,~~25, 2024, we are mailing to many of our stockholders a notice instead of a paper copy of the ~~proxy statement~~Proxy Statement and our ~~2016~~2023 Annual Report.

~~Your vote is important. Regardless~~ In the event of ~~whether you plan to participate in~~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 ~~hope you~~ will ~~vote as soon as possible. You may cast your vote over~~post information regarding the ~~Internet, by telephone, by mail or during the Annual Meeting.~~

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER~~

~~MEETING TO BE HELD ON MAY 18, 2017: THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT~~

~~https://investors.ebayinc.com/annuals.cfm~~

~~This proxy statement will also be available in interactive form~~announcement on our investor relations website at https://~~iiwisdom.com/ebay-2017.~~

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

Mail

You can vote your shares
online at www.proxyvote.com.

You can vote your shares by
calling +1 (800) 690-6903.

Date and sign your proxy card
or voting instruction form and return it in the postage-paid envelope.

By Order of the Board of Directors

~~Marie Oh Huber~~

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 at https://investors.ebayinc.com/financial-information/annual-reports/default.aspx.

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22024 Proxy Statement

Table of Contents

~~Table of Contents~~

	1		Notice of Annual Meeting of Stockholders

~~PROXY STATEMENT SUMMARY~~8				1

~~CORPORATE GOVERNANCE~~				5

		~~Our Corporate Governance Practices~~		12

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~				16

		~~Section 16(a) Beneficial Ownership Reporting Compliance~~				17

~~CERTAIN TRANSACTIONS WITH DIRECTORS AND OFFICERS~~				18

~~PROPOSALS REQUIRING YOUR VOTE~~				19

		~~PROPOSAL 1 —~~ Proposal 1:Election of Directors		19
			~~PROPOSAL 2 —~~ 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
	37			Proposal 3:Advisory Vote to Approve Named Executive Officer Compensation					28
	38			~~PROPOSAL 3 — Advisory Vote to Approve the Frequency with which the Advisory Vote to Approve Named~~ Executive ~~Officer~~ Compensation ~~Should Be Held~~					29
		~~PROPOSAL 4 — Ratification of Appointment of Independent Auditors~~		38	30		Compensation Discussion and Analysis
		~~PROPOSAL 5 — Stockholder Proposal regarding Right to Act by Written Consent~~		55	33		Compensation and Human Capital Committee Report
				56			Executive Compensation Tables
~~OUR EXECUTIVE OFFICERS~~			36	66			CEO Pay Ratio
				67			Pay Versus Performance
~~COMPENSATION DISCUSSION AND ANALYSIS~~	71					38	Equity Compensation Plan Information
	71						Security Ownership of Certain Beneficial Owners and Management
	73				~~Executive Summary~~		Questions and Answers About the Proxy Materials and Our 2024 Annual Meeting	38
	79						Other Matters


	~~1 — Elements of Our Executive Compensation Program~~	41
	~~2 — Compensation Decisions for 2016~~	48
	~~3 — 2016 Business Results~~	51
	~~4 — Severance and Change In Control Arrangements with Executive Officers and Clawbacks~~	53
	~~5 — Further Considerations for Setting Executive Compensation~~	56

~~COMPENSATION COMMITTEE REPORT~~		58

~~COMPENSATION TABLES~~		59

	~~2016 Summary Compensation Table~~	59
	~~2016 Grants of Plan-based Awards~~	62
	~~2016 Outstanding Equity Awards at Fiscal Year-End~~	66
	~~2016 Option Exercises and Stock Vested~~	69
	~~Potential Payments Upon Termination or Change in Control~~	70

~~COMPENSATION OF DIRECTORS~~		74

	~~2016 Director Compensation Table~~	75

~~EQUITY COMPENSATION PLAN INFORMATION~~		78

~~QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 2017 ANNUAL MEETING~~		79

~~OTHER MATTERS~~		86

Forward-Looking Statements. 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.

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2024 Proxy Statement ~~Summary~~

~~Proxy Statement Summary~~

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~~

Meeting Information		Date & Time	Web Address	Record Date
~~Date~~		Thursday, ~~May 18, 2017~~
~~Time~~	June 20, 2024 8:00 a.m. Pacific Time
~~Location~~	~~2025 Hamilton Avenue, San Jose, CA 95125~~
~~Record Date~~ www.virtualshareholdermeeting. com/EBAY2024	~~March 20, 2017~~

~~How to Vote~~

~~YOUR VOTE IS IMPORTANT.~~ You are eligible to vote if you were a stockholder at the close of business on March 20, 2017 (the “Record Date”). 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:


~~By Internet~~	~~By Telephone~~	~~By Mail~~


~~You can vote your shares online atwww.proxyvote.com~~.	You ~~can~~are eligible to vote ~~your shares by calling+1 (800) 690-6903.~~if you were a stockholder at the close of business on April 22, 2024.	~~If you requested to receive printed proxy materials, you can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.~~

Proposals Requiring Your Vote

DESCRIPTION

BOARD’S RECOMMENDATION

FURTHER DETAILS

~~Description~~

~~Board’s Voting~~
~~Recommendation~~

~~Page~~
~~Reference~~
~~(for more detail)~~

Proposal 1.1: Election of 1210 directors named in this Proxy Statement to our Board to hold office until our ~~2018~~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.

~~FOR~~ ~~each Director nominee~~

FOR

Each Director
Nominee

Page 8

Proposal 2.2: 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.

FOR

Page 32

Proposal 3: Advisory vote to approve named executive officer compensation

~~FOR~~

~~Proposal 3. Advisory~~

eBay seeks a non-binding advisory vote to approve the ~~frequency with which~~compensation of the ~~advisory vote to approve~~ named executive ~~officer~~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 ~~should be held~~

arrangements.

~~EVERY YEAR~~

~~Proposal 4. Ratification of appointment of independent auditors~~

FOR

Page 37

New in this Proxy Statement

	•			Director Experience and Qualifications Matrix
~~Proposal 5. Stockholder proposal regarding right to act by written consent~~	•	~~AGAINST~~		33Refreshed Company Peer Group for 2024 Compensation

NEW Adopted or enhanced as part of ongoing assessment of governance

best practices.

~~Proxy Statement Summary~~

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	42024 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 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.	Economic Opportunity As champions of inclusive entrepreneurship for everyone, eBay assists sellers in transforming their business through eBay Academy, and we help small businesses grow globally, through programs such as eBay for Change and Up & Running.	eBay for Charity eBay for Charity empowers buyers and sellers to support charities around the world. We enable sellers to contribute a portion of their sales to selected non-profits, and we partner with charity organizations to help them reach their fundraising goals.
	eBay Foundation 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.	Sustainable Commerce 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.

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	2024 Proxy Statement 5

Corporate Governance

Highlights

Good Governance Practices

The Board of Directors (the “Board”) of eBay Inc. (“eBay” or the “Company”) is responsible for (1) providing advice and oversight of the strategic and operational direction of the Company; and (2) overseeing the Company’s executive management, each to ensure the Company operates in ways that support the long-term interest of our stockholders and the stakeholders we serve. The following is a list of governance provisions that demonstrate eBay’s commitment to transparency and accountability:

✓ ~~Strong Board independence (10 of 12 directors are independent)~~

✓ ~~Declassified Board with all members standing for election annually~~

✓ ~~Majority vote standard for uncontested director elections~~

✓ ~~Stockholder right to call a special meeting~~

✓ ~~Stockholder proxy access~~

✓ ~~Strong stockholder engagement practices~~

✓ ~~Separate Chairman and CEO roles~~

✓ ~~Independent Chairman 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~~

~~2017 Director Nominees~~

Name and Primary Occupation
Age Director
since Independent Committee
Memberships*
Other Public
Company
Boards
Fred D. Anderson Jr.
Co-Founder, Elevation Partners
Co-Founder, NextEquity Partners
72 2003 YES
Audit (Chair)
1
Edward W. Barnholt
Former President and CEO,
Agilent Technologies, Inc.
73 2005 YES
Compensation
(Chair)
2
Anthony J. Bates
Former President, GoPro, Inc.
49 2015 YES
Compensation
2
Logan D. Green
Co-Founder and CEO, Lyft Inc.
33 2016 YES
Corporate
Governance
None
Bonnie S. Hammer
Chairman, NBCUniversal Cable Entertainment
66 2015 YES
Compensation
1
Kathleen C. Mitic
Founder and CEO, Sitch, Inc.
47 2011 YES
Compensation
Governance (Chair)
1
Pierre M. Omidyar
Founder, eBay
49 1996 YES
None
1
Paul S. Pressler
Partner, Clayton, Dubilier & Rice, LLC
Interim CEO and Chairman, David’s Bridal
60 2015 YES
Audit
Governance
1
Robert H. Swan
Chief Financial Officer, Intel Corporation
56 2015 NO
None
None
Thomas J. Tierney
Chairman, eBay Inc.
Chairman and Co-Founder, The Bridgespan Group
63 2003 YES
Compensation
Governance
None
Perry M. Traquina
Former Chairman, CEO, and Managing Partner, Wellington Management Company LLP
60 2015 YES
Audit
Governance
2
Devin N. Wenig
President and CEO, eBay
50 2015 NO
None
None

* Audit = Audit Committee; Compensation = Compensation Committee; Governance = Corporate Governance and Nominating Committee

~~Proxy Statement Summary~~

~~Executive Compensation~~

Following the 2015 Spin-Off of PayPal (the “Spin-Off”), we conducted an extensive review of the Company’s compensation philosophy and executive compensation program for 2016 to determine whether they continued to be properly aligned with our business goals, culture, and importantly, stockholder interests. Following this review, the Compensation Committee and our CEO remained committed to our existing executive compensation program, which is designed to align with our business goals and culture, serves the long-term interests of our stockholders and is highly performance based. We believe that our pay-for-performance driven executive compensation program ensures that our executives’ compensation is tied to delivering results that support the Company’s business strategy and objectives.

~~Our Compensation Program~~

~~The goals of our executive compensation program are to:~~

~~align~~ ~~compensation with our business objectives, performance and stockholder interests,~~

~~motivate~~ ~~executive officers to enhance short-term results and long-term stockholder value,~~

~~position~~ ~~us competitively among the companies against which we recruit and compete for talent, and~~

~~enable~~ ~~us to attract, reward and retain executive officers and other key employees who contribute to our long-term success.~~

~~How We Pay Our Executive Officers~~

~~We achieve these objectives primarily by employing the following elements of pay for our executive officers:~~

~~long-term equity compensation,~~

~~an annual cash incentive, and~~

~~base salary.~~

~~Our executive officers also participate in our broad-based retirement savings and benefit programs and receive limited perquisites.~~

For 2016, we chose to continue to use a mix of equity and cash compensation vehicles to compensate our executive officers. We also decided to increase the weight of performance-based restricted stock units (“PBRSUs”) and eliminate the use of stock options. Our incentive compensation is dependent on financial targets that the Compensation Committee believes correlate with operating performance over one- and multi-year performance periods and long-term stock performance.

~~Proxy Statement Summary~~

The following chart shows the breakdown of 2016 compensation for our CEO, Devin Wenig, and illustrates the predominance of equity incentives and performance-based components in our executive compensation program.

~~DEVIN WENIG~~

~~Our Compensation Practices~~

~~We believe our compensation practices align with and support the goals of our executive compensation program and demonstrate our commitment to sound compensation and governance practices.~~


~~What We Do~~		~~What We Don’t Do~~

✓~~We align executive compensation with the interests of our stockholders~~ • ~~Emphasize pay-for-performance alignment~~ • ~~Deliver a majority of total compensation opportunity through performance-based compensation: PBRSUs and annual cash incentives~~ • ~~Set meaningful stock ownership requirements for executive officers~~ ✓~~We avoid excessive risk-taking~~ • ~~Maintain a clawback policy~~ • ~~Use multiple performance measures, caps on incentive payments, and overlapping two-year performance periods for PBRSU awards~~ ✓~~We adhere to compensation best practices~~ • ~~Retain an independent compensation consultant for the Compensation Committee~~ • ~~Prohibit hedging and pledging transactions by executive officers and directors~~ • ~~Provide only limited perquisites to executive officers that are not available to all employees~~		× ~~Tax gross-ups for change in control benefits~~ × ~~Automatic “single trigger” acceleration of equity upon a change in control~~ × ~~Repricing or buyout of underwater stock options without stockholder approval~~

~~Corporate Governance~~

~~Corporate Governance~~

~~Overview~~

~~The Board~~ is responsible for (1) providing advice and oversight of the strategic and operational direction of the Company and (2) overseeing the Company’s executive management ~~each~~ to ensure the Company operates in ways that support the long-term ~~interest~~interests of our stockholders and the ~~other~~ stakeholders we serve. To do this effectively, the Board has adopted clear and specific governance guidelines (“Corporate Governance Guidelines”) that, along with our Bylaws, Board committee charters, and our Code of Business Conduct and Ethics (“Code of Business Conduct”), provide the framework for the governance of the Company.

~~The following~~eBay is ~~a list of governance provisions that demonstrate eBay’s commitment~~committed to transparency and ~~accountability:~~

accountability, as demonstrated by the following governance features:


✓	Strong Board independence ~~(10~~(9 of 1210 directors are independent) ✓ ~~Declassified~~			Separate Chair and CEO roles
		Annually elected Board with all members standing for election ~~annually~~ ✓each year			Independent Chair with robust responsibilities
		Majority vote standard for uncontested director elections ✓ ~~Stockholder right to call~~ with a ~~special meeting~~ ✓ ~~Stockholder proxy access~~ ✓ ~~Strong stockholder engagement practice~~ director resignation policy for director nominees who do not receive a majority vote	✓ ~~Separate Chairman and CEO roles~~ ✓ ~~Independent Chairman with robust responsibilities~~ ✓		Simple majority vote standard for bylaw/charter amendments and transactions ✓
		Stockholder right to request eBay to call a special meeting			Clawback policy ✓
		Proxy access bylaws			Stock ownership requirements for our executive officers and directors ✓
		Strong stockholder engagement practices			Anti-hedging and anti-pledging policies

Director Nominees

NOMINEE

AFFILIATION

AGE

DIRECTOR
SINCE

COMMITTEES

OTHER PUBLIC
COMPANY BOARDS

CHCC

CGNC

Adriane M. Brown

Managing Partner, Flying
Fish Ventures

IND

2017

•

Axon Enterprise, Inc. (since 2020)

•

American Airlines Group, Inc. (since 2021)

•

KKR & Co. Inc. (since 2021)

Aparna
Chennapragada

Corporate VP, Generative AI, Microsoft Corporation

IND

2022

•

None

Logan D. Green

Chair, Co-Founder and
former Chief Executive
Officer, Lyft

IND

2016

•

Lyft, Inc. (since 2019)

E. Carol Hayles

Former Chief Financial
Officer, CIT Group, Inc.

IND

2020

•

Webster Financial Corporation (since 2018)

Jamie Iannone

President and Chief
Executive Officer, eBay Inc.

eBay

2020

•

None

Shripriya Mahesh

General Partner,
Spero Ventures

IND

2023

•

Sundaram Brake Linings Ltd (since 2020)

Paul S. Pressler

Chair of the eBay Board;
Operating Advisor,
Clayton, Dubilier & Rice

IND

2015

•

None

Zane Rowe

Chief Financial Officer,
Workday, Inc.

IND

2024

•

None

Mohak Shroff

Head of Engineering,
LinkedIn

IND

2020

•

None

Perry M. Traquina

Former Chairman
and CEO, Wellington
Management Company

IND

2015

•

Morgan Stanley (since 2015)

•

The Allstate Corporation (since 2016)

AC Audit Committee

CHCC Compensation and Human Capital Committee

RC Risk Committee

CGNC Corporate Governance and Nominating Committee

Committee Chair

Member

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	62024 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)

6+ Years

3-5 Years

0-2 Years

Voluntary and self-identified

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	2024 Proxy Statement 7

Executive Compensation Highlights

The objectives of our executive compensation program are to:

Align compensation with
our business objectives,
performance and
stockholder interests

Motivate executive officers
to enhance short-term
results and long-term
stockholder value

Position us competitively
among the companies
against which we recruit
and compete for talent

Enable us to attract, reward
and retain executive officers
and other key employees
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.
	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 stockholders • Pay-for-performance emphasized • Majority of total compensation comprises performance-based compensation • Equity/cash compensation mix significantly favors equity • Meaningful stock ownership guidelines			No tax gross-ups for change in control benefits No automatic “single trigger” acceleration of equity awards upon a change in control No repricing or buyout of underwater stock options without stockholder approval No hedging and pledging transactions
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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[MISSING IMAGE: ph_photographingshoes-pn.jpg]

82024 Proxy Statement

Proposal 1: Election
of Directors

Board of Directors

At the Annual Meeting, 10 directors will be elected to serve for a one-year term.

We are seeking the election of 10 directors to our Board.

Each of the nominees is currently a member of the Board, and each of the nominees has been elected previously by stockholders, except for Zane Rowe, who joined the Board on February 16, 2024. Each of the nominees has consented to serving and being named as a nominee in this Proxy Statement and to serving as a director if elected. Nine of the 10 nominees are currently independent directors under the listing standards of Nasdaq and our Corporate Governance Guidelines. If elected at the Annual Meeting, each of the nominees will serve a one-year term until our 2025 Annual Meeting of Stockholders and will hold office until their successor is elected and qualified, or until their earlier death, resignation, retirement, or removal.

Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. The Company has a resignation policy and bylaw provision that would apply to any nominee who does not receive the vote required for election. For more details, please see “Corporate Governance—Governance Policies and Practices—Majority Vote Standard for Election of Directors and—Director Resignation Provisions for Uncontested Elections.”

Nomination Process

Our Corporate Governance and Nominating Committee (“CGNC”) and Board have evaluated each of the director nominees recommended by our Board against the factors and principles eBay uses to select director nominees. Based on this evaluation, our CGNC and Board have concluded that it is in the best interests of eBay and its stockholders for each of the proposed nominees to serve as a director of eBay. The Board believes that all of these nominees have a strong track record of being responsible stewards of stockholders’ interests and bring extraordinarily valuable insight, perspective, and expertise to the Board. Additional reasons that the Board recommends supporting the election of the director nominees include:

•

All of the nominees have high-level managerial experience in relatively complex organizations.

•

Each nominee has highly relevant professional experience in the management, technology, and innovation fields.

•

The Board believes each nominee is an individual of high character and integrity and is able to contribute to strong board dynamics.

•

Each of these nominees has experience and expertise that complements the skill sets of the other nominees.

•

Each nominee is highly engaged and able to commit the time and resources needed to provide active oversight of eBay and its management. During 2023, our Board held eight meetings, and each then-serving Board member attended at least 75% of the aggregate number of meetings of the Board and the committees on which that member served. All of our nominees serve on two or fewer other public company boards except for one nominee who serves on three, and each of the nominees who is currently an executive officer of a publicly traded company does not serve on any other public company boards beyond eBay.

In addition to these attributes, in each individual’s biography set forth below, we have highlighted specific experience, qualifications, and skills that led the Board to conclude that each individual should serve as a director of eBay. For additional information regarding the CGNC’s approach to Board refreshment and nominations, please see “Corporate Governance—Board Composition and Independence—Ongoing Assessment of Composition—Nominating Process.”

The Board recommends a vote [MISSING IMAGE: ic_thumbsup-pn.gif]

FOR each of the director nominees.

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2024 Proxy Statement9

Director Nominees

Adriane M. Brown

Age: 65
Director Since: 2017

eBay Board Committees:

•

Compensation & Human Capital Committee, Chair

•

Corporate Governance & Nominating Committee

Other Public Company Boards:

•

Axon Enterprise, Inc. (since 2020)

•

American Airlines Group, Inc.
(since 2021)

•

KKR & Co. Inc.
(since 2021)

Experience

Ms. Brown has been a Managing Partner of Flying Fish Partners, a venture capital firm that specializes in artificial intelligence and machine learning startups, since early 2021, after joining the firm as a Venture Partner in November 2018. Prior to that, Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures (“IV”), an invention and investment company that commercializes inventions, from January 2010 through July 2017, and served as a Senior Advisor until December 2018. Before joining IV, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation Systems. Over the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets globally. Prior to Honeywell, Ms. Brown spent 19 years at Corning, Inc., ultimately serving as Vice President and General Manager, Environmental Products Division, having started her career there as a shift supervisor.

Ms. Brown serves on the boards of directors of American Airlines Group, Inc., Axon Enterprise, Inc., KKR & Co. Inc., and the non-profit International Women’s Forum. Ms. Brown previously served on the boards of directors of Allergan Plc, and Raytheon Company until 2020 and Harman International Industries from 2013 to 2017.

Ms. Brown holds a Doctorate of Humane Letters and a bachelor’s degree in environmental health from Old Dominion University and is a recipient of its Distinguished Alumni Award. She also holds a master’s degree in management from the Massachusetts Institute of Technology, where she was a Sloan Fellow.

Director Qualifications

•

Leadership; Strategy and Climate/ESG Experience: Leadership of global technology and commercial businesses at Honeywell and Corning. Experience driving business strategy, growth and development, innovation and R&D, manufacturing and sales, and customer service. Led the expansion of automotive and emissions control products and technologies, enabling customers to meet regulated emissions standards globally.

•

Investment/Finance; Management; Transactions/M&A and Technology Industry Experience: President and Chief Operating Officer for IV from January 2010 to July 2017. During her tenure at IV, the company delivered more than $3 billion in revenue, invented technology enabling 14 companies and joint ventures, acquired 50 customers and established Global Good and Research, a global health invention and innovation project.

Aparna
Chennapragada

Age: 47
Director Since: 2022

eBay Board Committees:

•

Audit Committee

Other Public Company Boards:
None

Experience

Ms. Chennapragada is Corporate Vice President of Generative AI at Microsoft Corporation, a multinational technology company. She has served in this role since October 2023, leading Microsoft’s AI-first creation experiences across Microsoft 365 and Microsoft Designer. She previously served as the Chief Product Officer at Robinhood, a financial services company that facilitates commission-free trades via a mobile application, from April 2021 to August 2022. Prior to that, Ms. Chennapragada was a Vice President and General Manager at Google, a multinational technology company, from July 2008 to April 2021. During her tenure with Google, she created and led products that applied artificial intelligence to reinvent Google Search for billions of users.

Ms. Chennapragada previously served as a board member at Capital One from March 2018 to April 2021. She received her M.S. in Management & English at the Massachusetts Institute of Technology, her M.S. in Computer Science from the University of Texas—Austin and her Bachelor of Technology in Computer Science from the Indian Institute of Technology.

Director Qualifications

•

Technology and Retail / e-commerce Industry; Strategy; Leadership; Entrepreneurship; Product, Marketing and Media; Management and Cybersecurity Experience: Technology expertise from executive roles with Google, Robinhood and Microsoft, including focus on artificial intelligence initiatives at Microsoft.

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102024 Proxy Statement

Logan D. Green

Age: 40
Director Since: 2016

eBay Board Committees:

•

Compensation & Human Capital Committee

Other Public Company Boards:

•

Lyft, Inc. (since 2019)

Experience

Mr. Green has served as Chair of the Board of Directors of and a non-employee advisor to Lyft, Inc., a rideshare company co-founded by Green, since April 2023, where he previously served as the Chief Executive Officer from 2012 until April 2023. Lyft grew out of Zimride, a rideshare company previously co-founded by Mr. Green in 2007. Zimride was acquired by Enterprise Rent-A-Car. Mr. Green received his B.A. in Business Economics from the University of California, Santa Barbara.

Director Qualifications

•

Technology and Retail / e-Commerce Industries; Leadership; Transactions/M&A; Product, Marketing and Media; Management; Strategy and Entrepreneurship Experience: Chair of the Board, Co-Founder and former CEO of Lyft, a publicly traded, peer-to-peer marketplace between drivers and riders that connects people through a platform leveraging innovative technology.

E. Carol Hayles

Age: 63
Director Since: 2020

eBay Board Committees:

•

Audit Committee, Chair

•

Corporate Governance & Nominating Committee

Other Public Company Boards:

•

Webster Financial Corporation
(since 2018)

Experience

Ms. Hayles was Executive Vice President and Chief Financial Officer of CIT Group Inc., a financial services company, from November 2015 to May 2017, during which time she was responsible for overseeing all financial operations, including accounting, tax, treasury, financial planning and investor relations. She served as Controller and Principal Accounting Officer of CIT Group Inc. from July 2010 to November 2015, where she was responsible for managing the financial accounting and reporting functions, including SEC and regulatory reporting.

Prior to CIT, Ms. Hayles spent 24 years in various finance roles at Citigroup, Inc., most recently as Deputy Controller. She began her career at PricewaterhouseCoopers LLP in Toronto, Canada and was a Canadian Chartered Accountant from 1985 to 2009.

Ms. Hayles currently serves on the board of directors of Webster Financial Corporation, where she is Chair of the Audit Committee, and she previously served on the board of directors of Avantax, Inc. from 2018 to November 2023.

Ms. Hayles received her BBA from York University in Toronto.

Director Qualifications

•

Investment/Finance; Management; Strategy; Transactions/M&A and Leadership Experience: Operating and financial expertise from experience as Chief Financial Officer of CIT Group and an executive with Citigroup.

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2024 Proxy Statement11

Jamie Iannone

Age: 51
Director Since: 2020

eBay Board Committees:
None

Other Public Company Boards:
None

Experience

Mr. Iannone has been President and Chief Executive Officer of eBay since April 2020.

Earlier in 2020, Mr. Iannone served as Chief Operating Officer of Walmart eCommerce, where he also was responsible for Store No. 8, Walmart Inc.’s incubation hub. Mr. Iannone began working at Walmart Inc. in 2014 and held leadership roles, including CEO of SamsClub.com and Executive Vice President of membership and technology of Sam’s Club. In those roles, Mr. Iannone grew the SamsClub.com business and Sam’s Club’s membership base.

Before Walmart Inc., Mr. Iannone was Executive Vice President of Digital Products at Barnes & Noble, Inc., where he was responsible for all NOOK devices, software, accessories and retail integration and experiences; books and digital content; and third-party partnerships.

Mr. Iannone held various roles at eBay from 2001 to 2009, including leading Product Marketing, Search, and Buyer Experience.

He previously worked at Epinions.com and Booz Allen Hamilton. Mr. Iannone also served on the Board of Directors of The Children’s Place.

He earned a Bachelor of Science in operations research, engineering and management systems from Princeton University and a Master of Business Administration from the Stanford Graduate School of Business.

Director Qualifications

•

Technology Industry; Management; Transactions/M&A; Strategy and Leadership Experience: Executive with three large, innovative global technology companies: eBay, Walmart, and Barnes and Noble. Board experience at The Children’s Place.

•

E-Commerce and Retail Industry Experience: Leader of an array of online and offline retail businesses, including eBay, SamsClub.com, Sam’s Club, Barnes and Noble, The Children’s Place, and Epinions.com.

•

Product, Marketing and Media Experience: Delivered innovative product experiences in executive roles at eBay, SamsClub.com and Sam’s Club, and Barnes and Noble. Led media partnerships, books, digital content, and NOOK software at Barnes and Noble.

Shripriya Mahesh

Age: 50
Director Since: 2023

eBay Board Committees:

•

Risk Committee

Other Public Company Boards:

•

Sundaram Brake Linings Ltd
(since 2020)

Experience

Ms. Mahesh co-founded Spero Ventures, a venture capital firm, and has served as General Partner since January 2018. Prior to that, Ms. Mahesh served as Partner at Omidyar Network, investing in emerging technology companies. Earlier in her career, Ms. Mahesh served in various roles at eBay, including VP and Head of Global Product Management and Strategy, VP, US Product Marketing and Platform, and VP, Corporate Strategy.

She currently serves on the boards of directors of Turo Inc. and Sundaram Brake Linings Ltd, and she is also a trustee of The Sundance Institute.

Ms. Mahesh holds a B.A. in Economics from Stella Maris College, an MFA in Film from New York University Tisch School of the Arts, and an MBA from Harvard Business School.

Director Qualifications

•

Entrepreneurship and Investment/Finance Experience: Co-Founder and General Partner of venture capital firm, Spero Ventures since 2018, as well previous emerging technology experience as an investor with Omidyar Network.

•

Technology Industry; Management; Strategy; Retail / e-Commerce Industry and Product, Marketing and Media Experience: Wide range of relevant experience from executive roles with eBay in product and strategy.

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122024 Proxy Statement

Paul S. Pressler

Independent Chair of
the Board
Age: 67
Director Since: 2015

eBay Board Committees:

•

Corporate Governance and Nominating Committee, Chair

•

Compensation and Human Capital Committee

Other Public Company Boards:
None

Experience

Mr. Pressler has been an Operating Advisor of Clayton, Dubilier & Rice, LLC, a private equity investment firm, since 2020. He was previously a partner of Clayton, Dubilier & Rice from 2009 to 2020. Previously, Mr. Pressler was Chairman of David’s Bridal, Inc. from 2012 to 2018, AssuraMed Holding, Inc. from 2010 to 2013, SiteOne Landscape Supply, Inc. from to 2013 to 2017 and Wilsonart International Holdings, LLC from 2012 to March 2024.

Mr. Pressler served as President and Chief Executive Officer of The Gap, Inc. for five years, from 2002 to 2007. Before that, he spent 15 years in senior leadership roles with The Walt Disney Company, including Chairman of the global theme park and resorts division, President of Disneyland, and President of The Disney Stores.

Mr. Pressler currently serves on the boards of directors of MOD Super Fast Pizza, LLC and Revlon Group Holdings LLC.

Mr. Pressler received his B.S. from the State University of New York at Oneonta.

Director Qualifications

•

Investment/Finance Experience and Transactions/M&A Expertise: Operating Advisor and former partner at private equity firm Clayton, Dubilier & Rice since 2009.

•

Leadership; Management; Product, Marketing and Media; Retail/e-commerce Industry and Strategy Experience: Wide-ranging experience managing retail and consumer brands including as Chairman of David’s Bridal, Chairman of SiteOne Landscape Supply, Chairman of AssuraMed, President and Chief Executive Officer of The Gap, and 15 years in senior leadership at The Walt Disney Company, including President of The Disney Stores.

Zane Rowe

Age: 53
Director Since: 2024

eBay Board Committees:

•

Audit Committee

Other Public Company Boards:
None

Experience

Mr. Rowe has served as the Chief Financial Officer of Workday, Inc., an international enterprise software company, since June 2023. At Workday, he is responsible for accounting, business finance, investor relations, tax and treasury, in addition to advising on business strategy and product development and serving as an executive sponsor for the company’s ESG efforts. He is also responsible for Global Real Estate, Workplace and Safety at Workday. He previously served as the Executive Vice President and Chief Financial Officer of VMware, Inc., a global technology company, from March 2016 to June 2023 and as its interim Chief Executive Officer from February 2021 to May 2021. At VMware, he oversaw the company’s finance and accounting functions and corporate development, as well as the Business Operations function, which included the information technology and information security organizations. Before joining VMware, Mr. Rowe served as Executive Vice President and Chief Financial Officer of EMC Corporation from October 2014 through February 2016. Prior to joining EMC, he was Vice President of North American Sales of Apple Inc. from May 2012 to May 2014. Mr. Rowe was Executive Vice President and Chief Financial Officer of United Continental Holdings, Inc. from October 2010 to April 2012 and was Executive Vice President and Chief Financial Officer of Continental Airlines from August 2008 to September 2010.

Mr. Rowe previously served on the boards of directors of Sabre Corporation from May 2016 to February 2024, and Pivotal Software, Inc. from September 2016 to December 2019. He currently serves on the Board of Trustees of Embry-Riddle Aeronautical University and is also a founding member of the U.S. Chapter of Accounting for Sustainability (A4S), a charitable organization that focuses on finance leaders helping drive resilient business models and a sustainable economy.

Mr. Rowe holds a B.S. from Embry-Riddle Aeronautical University and an MBA from San Diego State University.

Director Qualifications

•

Technology and Retail / e-Commerce Industries; Strategy; Product, Marketing and Media; Leadership; Investment/Finance; Transactions/M&A; Management and Climate/ESG Experience:
Extensive experience in corporate finance, investor relations and strategy as an executive, technology leader and Chief Financial Officer with Workday and VMware and from previous executive sales role with Apple. Experience in climate/ESG as an executive at Workday and as a member of A4S.

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2024 Proxy Statement13

Mohak Shroff

Age: 45
Director Since: 2020

eBay Board Committees:

•

Risk Committee

Other Public Company Boards:
None

Experience

Mr. Shroff is the Senior Vice President of Engineering at LinkedIn, a multinational professional networking company. In this role, Mr. Shroff leads LinkedIn’s global Engineering teams, responsible for building, scaling, and protecting LinkedIn’s platform. Since joining LinkedIn in 2008, he has held a range of technology leadership positions and has played a critical role in LinkedIn’s business growth, technology innovation, and scale. Under his leadership, the engineering team re-built LinkedIn’s platform, transitioned the application to mobile, and spearheaded collaboration across the company for the development of LinkedIn’s one product ecosystem across its products and services.

Mr. Shroff holds a B.S. in computer science from University of Texas at Austin.

Director Qualifications

•

Technology Industry; Product; Management; Strategy; Entrepreneurship; Leadership and Cybersecurity Experience: Technology leadership and expertise as well as cybersecurity experience as an executive at LinkedIn, including platform engineering, building an advertising platform and scaling a payment system.

[MISSING IMAGE: ph_perrytraquina-bw.jpg]

Perry M. Traquina

Age: 68
Director Since: 2015

eBay Board Committees:

•

Risk Committee, Chair

•

Audit Committee

Other Public Company Boards:

•

Morgan Stanley
(since 2015)

•

The Allstate Corporation
(since 2016)

Experience

Mr. Traquina is the former Chairman, Chief Executive Officer, and Managing Partner of Wellington Management Company LLP, a global investment management firm. Mr. Traquina held this position for a decade until his retirement from the firm in 2014. During his 34-year career at Wellington, he was an investor for 17 years and a member of the management team for the other half of his time at the firm.

Mr. Traquina received his B.A. from Brandeis University and his M.B.A. from Harvard University.

Director Qualifications

•

Investment/Finance and Strategy Experience: Understanding of the investment community and financial and strategic expertise from more than 34 years of leadership at Wellington Management Company LLP.

•

Leadership; Management and Climate/ESG Experience: Former Chairman, CEO, and Managing Partner of Wellington Management Company LLP, and current service on boards of directors of Morgan Stanley and The Allstate Corporation.

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142024 Proxy Statement

Corporate Governance

Highlights

eBay is committed to transparency and accountability, as demonstrated by the following governance features:

Stockholder Rights

Our Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders, including governance provisions that protect and empower stockholders.

				Special Meetings—Stockholders representing 20% or more of eBay common stock can request eBay to call a special meeting of stockholders. This threshold was previously 25%.
				Annual Election of Board of Directors—All directors are elected annually by the stockholders, and stockholders can remove directors with or without cause.
				Majority Voting for Election of Board of Directors—We have adopted a majority voting standard and bylaw for the election of directors in uncontested elections, including a resignation policy for directors that do not receive a majority vote.
				Proxy Access for Director Nominations—We have adopted a proxy access bylaw provision that allows an eligible stockholder or group of stockholders to nominate candidates for election to the Board that are included in our proxy statement and ballot.
				Majority Voting for Charter and Bylaw Amendments—Our charter and bylaw provisions do not have supermajority voting provisions. Stockholders can approve binding charter and bylaw amendments with a majority vote.
				Independent Board Leadership—We have separated the roles of Chair of the Board and CEO, and the Chair of the Board is an independent director. When our Board Chair is not independent, we require a Lead Independent Director with robust responsibilities.
				Stockholder Engagement—Stockholders can communicate directly with the Board and/or individual directors. In addition, management and members of the Board regularly engage with stockholders to solicit their views on important issues such as corporate governance and executive compensation.

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2024 Proxy Statement15

Board Composition and Independence

The Board has developed a set of guiding principles relating to Board membership. The Board believes that in light of the rapidly changing environment in which the Company operates, the Board must be comprised of members with highly relevant professional experience. In addition, although the Board does not have term limits, the Board believes that a certain amount of director turnover is to be expected and is desirable.

Ongoing Assessment of Composition

Commitment to Board Refreshment

Our Board has shown an ongoing commitment to Board refreshment and to having highly qualified, independent perspectives in the boardroom. Of our 10 director nominees, six were added since 2020. Our director nominees have an average tenure of 4.8 years. This experience balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors. A goal of our board refreshment is enhancing the diversity of skills and experience of the Board, in addition to strategic succession planning for alignment with oversight of long-term strategy.

Nominating Process

The CGNC considers nominee recommendations from a variety of sources, including nominees recommended by stockholders. The CGNC has from time to time retained an executive search firm to help facilitate the screening and interview process of director nominees. The CGNC expects that qualified candidates will have high-level managerial experience in a relatively complex organization (or be accustomed to dealing with complex problems) and will be able to represent the interests of the stockholders as a whole rather than special interest groups or constituencies.

Director Selection Principles

The CGNC considers a number of factors in determining director nominees that it recommends to the Board, both in connection with the Company’s annual meeting of stockholders and to fill Board vacancies. The CGNC reviews each candidate relative to the following principles.

				The Board should be composed of directors chosen on the basis of their character, integrity, judgment, skills, background, and experience of particular relevance to the Company.
				Directors should have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems.
				Directors should also represent the balanced, best interests of the stockholders as a whole, rather than special interest groups or constituencies.
				Each director should be an individual of the highest character and integrity, with the ability to work well with others and with sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director.
				In addressing the overall composition of the Board, diversity based on gender, race, age, international background, and expertise should be considered.
				The Board should be composed of directors who are highly engaged with our business and can commit time and resources to the Board consistent with our overboarding policy.
				The Board should include individuals with highly relevant professional experience.

The Board then determines whether to appoint recommended director nominees, in the case of Board vacancies, and whether to present recommended director nominees to the Company’s stockholders for election, in the case of the Company’s annual meeting of stockholders.

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162024 Proxy Statement

Diversity of Skills and Experience

In planning for succession, the CGNC considers the overall mix of skills and experience of the Board and the types of skills and experience desirable for future Board members, in light of the Company’s business and long-term strategy. Experiences, qualifications, skills and attributes prioritized by the CGNC include the following:

				Technology industry experience						Transactional experience, including mergers and acquisitions
				Retail and e-commerce industry experience						Management experience, including talent and culture development
				Strategy experience in either established or growth markets						Product, marketing and media experience
				Investment and finance experience, including expertise gained as a chief financial officer or other sophisticated experience						Cybersecurity experience, including technical expertise or other relevant experience
				Leadership experience, including public company governance						Climate-related and/or ESG experience, including technical expertise or other relevant experience
				Entrepreneurship

Further Diversity Priorities

In addition to skills and experience, the CGNC considers gender, race, age and national origin in evaluating potential Board members. When searching for new directors, as set forth in our Corporate Governance Guidelines, the ~~charters~~CGNC actively seeks out women and individuals from underrepresented groups to include in the pool from which Board nominees are chosen.

In addition to diversity in experiences, our directors also reflect diversity in the categories noted below (based on voluntary self-reporting):

Board Diversity Matrix (As of April 25, 2024)

Board Size:

TOTAL NUMBER OF DIRECTORS	10
GENDER IDENTITY	FEMALE		MALE
Directors		4		6
DEMOGRAPHIC BACKGROUND
African American or Black		1		0
Asian		2		1
Hispanic or Latinx		0		0
White		1		5
Two or More Races or Ethnicities		0		0

Stockholder Nominations and Proxy Access

Stockholders wishing to submit recommendations or director nominations pursuant to the advance notice procedures set forth in our bylaws for our 2025 Annual Meeting of Stockholders should submit their recommendations or nominations to the CGNC in care of our ~~principal Board committees,~~Corporate Secretary. Such nominations should be in accordance with the time limitations, procedures, and requirements described under “Questions and Answers About the Proxy Materials and Our 2024 Annual Meeting—May I propose actions for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?” below.

Our “Proxy Access” bylaw provision permits an eligible stockholder or group of up to 20 stockholders to nominate candidates for election to our ~~Code of Business Conduct can be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm. Any changes in these governance documents~~Board. Proxy access candidates will be ~~reflected~~included in our proxy statement and ballot. The proxy access bylaw provision provides that holders of at least 3% of eBay common stock, which can consist of up to 20 stockholders, holding such stock continuously for at least three years, can nominate two individuals or 20% of the ~~same location on our website. Information contained on our investor relations website~~Board, whichever is ~~not part~~greater, for election at an annual meeting of stockholders. Our bylaws provide details regarding the timeframes and procedures that must be followed and other requirements that must be met to nominate directors through this process.

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2024 Proxy ~~Statement.~~

~~Independence~~

Statement17

Director Independence

The rules of ~~The NASDAQ Stock Market~~Nasdaq require listed companies to have a board of directors with at least a majority of independent directors. These rules have both objective tests and a subjective test for determining who is an “independent director.”

	Objective tests
~~Objective test~~		The objective tests state, for example, that a director is not considered independent if he or she is an employee of the Company, or is a partner in, or a controlling stockholder or executive officer of, an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year.
	Subjective test		The subjective test requires our Board to affirmatively determine that a director does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out ~~his or her~~their responsibilities.

~~On a quarterly basis, each~~

Each member of our Board is required to ~~complete a questionnaire designed~~provide information to ~~provide information~~supplement the Company’s own due diligence to assist the Board in determining whether the director is independent under the listing standards of ~~The NASDAQ Stock Market~~Nasdaq and our Corporate Governance Guidelines, and whether members of our Audit Committee and ~~Compensation Committee~~our CHCC satisfy additional ~~Securities~~SEC and ~~Exchange Commission (“SEC”) and NASDAQ~~Nasdaq independence requirements.

~~Corporate Governance~~

Our Board has adopted guidelines setting forth certain categories of transactions, relationships, and arrangements that it has deemed immaterial for purposes of making its determination regarding a director’s independence, and does not consider any such transactions, relationships, and arrangements in making its subjective determination.

~~10 of our 12 Directors are Independent~~

Our Board has determined that ~~each~~nine of ~~the following directors is~~our 10 director nominees are independent under the listing standards of ~~The NASDAQ Stock Market~~Nasdaq and under eBay’s Corporate Governance ~~Guidelines:~~

Guidelines. Jamie Iannone, who joined the Board and became our President and Chief Executive Officer on April 27, 2020, is not an independent director.

~~Fred D. Anderson Jr.~~

~~Edward W. Barnholt~~

~~Anthony J. Bates~~

~~Logan D. Green~~

~~Bonnie S. Hammer~~

~~Kathleen C. Mitic~~

~~Pierre M. Omidyar~~

~~Paul S. Pressler~~

~~Thomas J. Tierney~~

~~Perry M. Traquina~~

~~The~~In accordance with the rules of Nasdaq, the Board limits membership on the Audit Committee, the ~~Compensation Committee,~~CHCC, and the ~~Corporate Governance and Nominating Committee~~CGNC to independent directors.

Our Corporate Governance Guidelines require any director who has previously been determined to be independent to inform the ~~Chairman~~Chair of the Board and our Corporate Secretary of any change in ~~his or her principal occupation or status as a member of the board of any other public company, including retirement, or any change in~~ circumstance that may cause ~~his or her~~their status as an independent director to change.

~~Corporate Governance~~

~~Board of Directors and Committees~~

Board Leadership Structure and Effectiveness

Board Leadership

In accordance with our ~~Bylaws,~~bylaws, our Board elects our ~~Chairman~~Chair of the Board and appoints our CEO. ~~Our~~The Chair of the Board is elected annually. Reflecting the Board’s longstanding policy, our Corporate Governance Guidelines require that the roles of ~~Chairman~~Chair of the Board and CEO be held by separate ~~individuals~~individuals. Key considerations for this policy are the Board’s belief that the separation of the offices of the Chair of the Board and CEO has been appropriate to aid in the Board’s oversight of management, while also allowing our CEO to focus primarily on management responsibilities. Under our bylaws, the Chair of the Board presides over all meetings of the Board and stockholders and has the power to request eBay to call special meetings of the Board and stockholders. As the elected leader of our Board, the Chair is influential in setting Board meeting agendas, long-term planning of Board discussions, director succession plans and the allocation of risk oversight among the Board and its standing committees. In most instances, our Chair is the independent director who engages with stockholders, when such direct engagement is deemed appropriate. Mr. Pressler has served as our Chair of the Board since June 2020.

Any change from the current structure of having a Chair separate from the CEO would be at the discretion of the Board, though the Board may seek input from stockholders if a change is contemplated in the future. Any such change would be disclosed publicly, including on our investor relations website and in our annual proxy statement. In the event that the Board determines it to be more effective to have a single individual act as both Chair and CEO, our Corporate Governance Guidelines require the appointment of a lead independent director, ifwith the ~~Chairman of the Board is not an independent director. Mr. Tierney has served as~~responsibilities set forth in our Chairman of the Board since July 2015. The Board believes that the separation of the offices of the Chairman of the Board and CEO is appropriate as it aids in the Board’s oversight of management and it allows our CEO to focus primarily on his management responsibilities.

~~All directors are elected annually. We do not have a classified board.~~

Corporate Governance Guidelines.

Committee Structure

The Board has ~~three~~four principal committees: the Audit Committee, the ~~Compensation Committee,~~CHCC, the CGNC and the ~~Corporate Governance and Nominating~~Risk Committee.

The purpose of the Board committees is to help the Board effectively and efficiently fulfill its responsibilities, but they do not displace the oversight of the Board as a whole. Each committee meets regularly and has a written charter that has been approved by the Board. In addition, a member of each committee periodically reports to the Board on any significant matters discussed by the committee.

~~Board of Directors~~

~~Chairman of the Board: Thomas J. Tierney (Independent)~~

~~Audit Committee~~

~~Chair: Fred D. Anderson Jr.~~

~~All Members Independent~~

~~Compensation Committee~~

~~Chair: Edward W. Barnholt~~

~~All Members Independent~~

~~Corporate Governance and Nominating Committee~~

~~Chair: Kathleen C. Mitic~~

~~All Members Independent~~

During 2016, our Board held five meetings, and each Board member attended at least 75% of the aggregate of all of the Board meetings and committee meetings for the committees on which such director served.

~~Corporate Governance~~

~~Audit Committee~~

Each member of the Audit Committee is independent in accordance with the audit committee independence requirements of the listing rules of The NASDAQ Stock Market and the applicable rules and regulations of the SEC. Our Board has determined that Mr. Anderson is an “audit committee financial expert” as defined by the SEC.


~~Audit Committee~~		~~Nine Meetings in 2016~~
~~All independent~~		~~Key Responsibilities~~
~~Fred D. Anderson Jr. (Chair)~~ ~~Paul S. Pressler~~ ~~Perry M. Traquina~~		• Meet with our independent auditors to review the results of the annual audit and to discuss our financial statements, including the independent auditors’ judgment about the quality of accounting principles, the reasonableness of significant judgments, the clarity of the disclosures in our financial statements, and any other matters required to be communicated to the Audit Committee by the independent auditors under generally accepted auditing standards; • ~~Meet with our independent auditors to review the interim financial statements prior to the filing of our Quarterly Reports on Form 10-Q;~~ • ~~Decide whether to appoint, retain, or terminate our independent auditors, including the sole authority to approve all audit engagement fees and terms;~~ • ~~Oversee the independence of the independent auditors, evaluate together with the Board the independent auditors’ performance, and review and approve the fees of the independent auditors; and~~ • Receive and consider the independent auditors’ comments as to controls, adequacy of staff, and management performance and procedures in connection with audit and financial controls, including our system to monitor and manage business risks and our legal and ethical compliance programs.
		~~Other Duties~~

		• ~~Prepare Audit Committee Report for inclusion in our proxy statement;~~ • ~~Approve audit and non-audit services provided to us by our independent auditors;~~ • ~~Consider conflicts of interest and review all transactions with related persons involving executive officers or Board members that are reasonably expected to exceed specified thresholds;~~ • Review and discuss with management our major risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal, and regulatory risks, and the steps we have taken to detect, monitor, and actively manage such exposures; • Review with our General Counsel and Secretary significant legal, compliance, and regulatory matters that could have a material impact on our financial statements or our business, including material notices to or inquiries received from governmental agencies; and • ~~Determine the compensation of our Vice President, Internal Audit, who meets with the Audit Committee regularly without other members of management present.~~

~~Corporate Governance~~

The Audit Committee also has primary responsibility for the oversight of risks facing our business. See “Corporate Governance – Our Corporate Governance Practices – Risk Oversight – Audit Committee’s Role in Risk Oversight.”

~~You can view our Audit Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm~~.

~~Compensation Committee~~

The members of our Compensation Committee are all independent in accordance with the rules and regulations of The NASDAQ Stock Market, the Exchange Act and Section 162(m) of the Internal Revenue Code.


~~Compensation Committee~~		~~Eight Meetings in 2016~~
~~All independent~~		~~Key Responsibilities~~
~~Edward W. Barnholt (Chair)~~ ~~Anthony J. Bates~~ ~~Bonnie S. Hammer~~ ~~Kathleen C. Mitic~~ ~~Thomas J. Tierney~~		• Review and approve all compensation programs applicable to directors and executive officers, the overall strategy for employee compensation, and the compensation of our CEO and our other executive officers; • ~~Oversee and monitor compliance with the Company’s stock ownership guidelines applicable to directors and executive officers;~~ • ~~Review the Compensation Discussion and Analysis contained in our proxy statement and prepare the Compensation Committee Report for inclusion in our proxy statement; and~~ • ~~Review and consider whether to recommend adjustments to executive compensation.~~
		~~Other Duties~~
		• ~~Assess on an annual basis the independence of its compensation consultants, outside legal counsel, and other compensation advisers.~~

The Compensation Committee Charter permits the Compensation Committee to, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee.

Additional disclosure regarding the role of the Compensation Committee in compensation matters, including the role of consultants in compensation decisions, can be found under “Compensation Discussion and Analysis — Compensation Decisions for 2016” and “Compensation Discussion and Analysis — Further Considerations for Setting Executive Compensation — Role of Consultants in Compensation Decisions” below.

~~You can view our Compensation Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm~~.

~~Compensation Committee Interlocks and Insider Participation.~~ All members of the Compensation Committee during 2016 were independent directors, and no member was an employee or former employee of eBay. No Compensation Committee member had any relationship requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC. During 2016, none of our executive officers served on the Compensation Committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee or Board.

~~Corporate Governance~~

~~Corporate Governance and Nominating Committee~~

All members of our Corporate Governance and Nominating Committee are independent under the listing standards of The NASDAQ Stock Market. Mr. Green joined the Corporate Governance and Nominating Committee in March 2017.


~~Corporate Governance~~ ~~and Nominating~~ ~~Committee~~		~~Four Meetings in 2016~~
~~All independent~~		~~Key Responsibilities~~
~~Kathleen C. Mitic (Chair)~~ ~~Logan D. Green~~ ~~Paul S. Pressler~~ ~~Thomas J. Tierney~~ ~~Perry M. Traquina~~		• ~~Make recommendations to the Board as to the appropriate size of the Board or any Board committee;~~ • ~~Review the qualifications of candidates for the Board; and~~ • Make recommendations to the Board on potential Board and Board committee members (whether as a result of vacancies, including any vacancy created by an increase in the size of the Board, or as part of the annual election cycle).
		~~Other Duties~~
		• ~~Establish procedures for the oversight of the evaluation of the Board and management;~~ • ~~Review correspondence received from stockholders; and~~ • ~~Review our Corporate Governance Guidelines on an annual basis.~~

~~Director Nominations.~~The Corporate Governance and Nominating Committee considers nominee recommendations from a variety of sources, including nominees recommended by stockholders. The Corporate Governance and Nominating Committee has from time to time retained an executive search firm to help facilitate the screening and interview process of director nominees. The Corporate Governance and Nominating Committee expects that qualified candidates will have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems, and will be able to represent the interests of the stockholders as a whole rather than special interest groups or constituencies.

~~Among other factors, the Corporate Governance and Nominating Committee considers each candidate relative to the following attributes:~~

✓

~~Character~~

✓

~~Integrity~~

✓

~~Judgment~~

✓

~~Skills~~

✓

~~Background~~

✓

~~Experience of particular relevance to the Company~~

✓

~~Ability to work with others to solve complex problems~~

✓

~~Availability and willingness to devote sufficient time to Board activities~~

The Corporate Governance and Nominating Committee also considers the interplay of a candidate’s background and expertise with that of other Board members, and the extent to which a candidate may be a desirable addition to any committee of the Board. The Corporate Governance and Nominating Committee also values diversity as a factor in selecting nominees to serve on the Board.

Our Corporate Governance Guidelines provide that the Corporate Governance and Nominating Committee should consider diversity (including gender and race), age, international background, and expertise in evaluating potential Board members. When searching for new directors, the Corporate Governance and Nominating Committee actively seeks out qualified women and individuals from minority groups to include in the pool from which Board nominees are chosen. Finally, the Corporate Governance and Nominating Committee also takes into account the set of guiding principles relating to Board membership described in “Our Corporate Governance Practices — Succession Planning” below.

~~Corporate Governance~~

~~You can view our Corporate Governance and Nominating Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm~~.

~~Stockholder Rights~~

~~Special Meeting – Stockholders representing 25% or more of eBay common stock can call a special stockholders meeting.~~

~~Annual Election of Board of Directors – All directors are elected annually by the stockholders, and stockholders can remove directors with or without cause.~~

~~Majority Voting for Election of Board of Directors – We have adopted a majority voting standard for the election of directors in uncontested elections.~~

Proxy Access for Director Nominations – We have adopted a proxy access bylaw provision that allows an eligible stockholder or group of stockholders to nominate candidates for election to the Board that are included in our proxy statement and ballot.

Majority Voting for Charter and Bylaw Amendments – Our charter and bylaw provisions do not have supermajority voting provisions. Stockholders can approve binding charter and bylaw amendments with a majority vote.

~~No Stockholder Rights Plan – We do not have a stockholder rights plan (also known as a “poison pill”).~~

Independent Board Leadership – We have separated the roles of Chairman of the Board and CEO. The Chairman of the Board is an independent director – as are all of the chairs of the committees of the Board.

Stockholder Engagement – Stockholders can communicate directly with the Board and/or individual directors. (See “Contacting the Board or Individual Directors” below.) In addition, management and members of the Board regularly engage with stockholders to solicit their views on important issues such as corporate governance and executive compensation.

~~Stockholder Engagement on Corporate Governance and Our Executive Compensation Program~~

We have a practice of regularly engaging with stockholders to seek their feedback on our corporate governance practices and our executive compensation program. After we file our proxy statement, we engage with our largest stockholders about important topics to be addressed at our annual meeting. In the fall, we conduct an additional cycle of stockholder engagement where we focus on our corporate governance practices and executive compensation program, as well as anything else resulting from matters voted on at our annual meeting. Following each round of stockholder engagement, we provide an overview of the discussions and feedback to the applicable Committees, which is also discussed with the Board.

~~Corporate Governance |~~~~Our Corporate Governance Practices~~

~~Gender Pay Equity and Global Diversity & Inclusion.~~At our 2016 annual meeting, stockholders considered a stockholder proposal to publish a report on gender pay equity. Prior to receiving this stockholder proposal, we had begun the process of conducting an extensive global study of gender pay equity that considered the main components of compensation, including salary, bonus and stock. While the proposal did not pass, it garnered significant support. In October 2016, we publicly disclosed key findings of our pay equity study, including that women earn the same as men in the U.S. in terms of salary. As part of our fall governance outreach, we updated our stockholders on the results of our gender pay equity study. In addition, in March 2017, we publicly disclosed our first Global Diversity & Inclusion report since the Spin-Off of PayPal and the sale of our Enterprise segment. The report included both quantitative information on our global gender diversity and U.S. racial and ethnic diversity and qualitative information on our strategic approach, programs and initiatives.

~~Our Corporate Governance Practices~~

We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board accountability are key to our relationship with our stockholders. To help our stockholders understand our commitment to this relationship and our governance practices, the Board has adopted a set of Corporate Governance Guidelines to set a framework within which the Board will conduct its business. Our Corporate Governance Guidelines are summarized below along with certain other of our governance practices.

~~Meetings of the Board of Directors and Committees~~

~~Executive Sessions among Independent Directors.~~ ~~At least several times a year, the independent directors meet in executive session. The Chairman leads these discussions.~~

~~Outside Advisors.~~ The Board and each of its committees may retain outside advisors of its choosing at the Company’s expense. Neither the Board nor any committee is required to obtain management’s consent to retain outside advisors.

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182024 Proxy Statement

Audit Committee

All members of our Audit Committee are independent in accordance with the audit committee independence requirements of the listing rules of Nasdaq and the applicable rules and regulations of the SEC. Our Board has determined that each of Ms. Hayles and Messrs. Traquina and Rowe is an “audit committee financial expert” as defined by SEC rules.

Members


~~Board Member Attendance at Annual Meeting~~	• E. Carol Hayles (Chair)	• Aparna Chennapragada	Meetings in 2023: 10
	• Perry M. Traquina	• Zane Rowe*	Meetings in 2023: 10

~~Absent exigent circumstances,~~

Mr. Rowe joined the Audit Committee upon his appointment to the Board in February 2024.

Key Responsibilities

•

Meets with our independent auditors to review the results of the annual audit and discuss our financial statements

•

Oversees the independence of the independent auditors, evaluates, together with the Board, the independent auditors’ performance, and reviews and approves the fees of the independent auditors

•

Receives and considers the independent auditors’ comments as to controls, adequacy of staff, and management performance and procedures in connection with audit and financial controls

•

Considers conflicts of interest and reviews all transactions with related persons involving executive officers or Board members that are reasonably expected to ~~attend eBay’s annual meeting~~exceed specified thresholds

•

Receives periodic updates on our legal and ethical compliance programs

•

Reviews and discusses with management our financial risk exposures, including credit and counterparty risks, market risk, asset and liability risk, liquidity risk, foreign currency risk, and investment policy risk, and the steps we have taken to detect, monitor, and actively manage such exposures

•

Reviews and evaluates the compensation and performance of ~~stockholders in person or by telephone or video call. All~~the Head of Internal Audit, reviews and approves the internal audit plan, receives regular reports on internal audit activities and meets directly with the Head of Internal Audit without other members of management present

You can view our Audit Committee Charter on the corporate governance section of our ~~directors serving~~investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.

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2024 Proxy Statement19

Compensation and Human Capital Committee

All members of our CHCC are independent in accordance with the rules and regulations of Nasdaq and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In 2021, we took the important step of expanding the role of this committee to formally include broad oversight of human capital management. In this capacity, we have planned with the executive leadership team to engage in a regular cadence of discussions throughout the year on critical matters such as diversity, equity and inclusion, pay equity and management development.

Members


• Adriane M. Brown (Chair)	• Paul S. Pressler	Meetings in 2023: 6
• Logan Green		Meetings in 2023: 6

Key Responsibilities

•

Reviews and approves the compensation of our CEO and our other executive officers

•

Oversees global compensation strategy for all employees and broad-based equity plans

•

Reviews and approves our annual Compensation Discussion and Analysis

•

Assesses on an annual basis the independence of its compensation consultants and other compensation advisers

•

Reviews risk assessment of our compensation programs to assess whether our compensation programs incentivize employees to take unacceptable risk

•

Reviews and approves Board compensation Reviews, approves and administers any Company compensation clawback policies

•

Oversees, in conjunction with the Board, our human capital management strategy and practices, including activities such as talent recruitment, development and retention, employee engagement, succession planning, and diversity, equity and inclusion

You can view our CHCC Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.

Corporate Governance and Nominating Committee

All members of our CGNC are independent under the listing standards of Nasdaq.

Members


• Paul S. Pressler (Chair)	• E. Carol Hayles	Meetings in 2023: 3
• Adriane M. Brown		Meetings in 2023: 3

Key Responsibilities

•

Makes recommendations to the Board as to the appropriate size of the Board and Board committees

•

Reviews the qualifications and independence of candidates for the Board

•

Makes recommendations to the Board on potential Board and Board committee members

•

Assesses the responsibilities of key Board committees and makes recommendations to the Board

•

Establishes procedures for the oversight of the evaluation of the Board and management

•

Reviews correspondence received from stockholders and receives reports on stockholder feedback obtained through outreach program

•

Oversees the Company’s policies and programs concerning responsible business, philanthropy and sustainability initiatives and reporting

•

Reviews the Company’s political spending and related activities

The CGNC takes into account the set of guiding principles relating to Board membership described in “—Board Composition and Independence.”

You can view our CGNC Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.

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202024 Proxy Statement

Risk Committee

The Risk Committee Charter requires a majority of the committee members to be independent under the listing standards of the Nasdaq. Currently, all members of our Risk Committee are independent under Nasdaq listing standards.

Members


• Perry M. Traquina (Chair)	• Mohak Shroff	Meetings in 2023: 3
• Shripriya Mahesh		Meetings in 2023: 3

Key Responsibilities

•

Oversees the Company’s management of key risks such as cybersecurity, data management and applicable regulatory compliance (including privacy, anti-money laundering and foreign assets control), as well as policies and processes for assessing, monitoring and mitigating such risks

•

Reviews and discusses with management the Company’s enterprise risk management function and structure, and the guidelines, policies and processes for risk assessment and risk management

•

Reviews and discusses with management the tone and culture within the Company regarding risk, including open risk discussions, and integration of risk management into the Company’s behaviors, decision making and processes

•

Receives reports from the Company’s corporate audit and compliance staff on the results of risk management reviews and assessment

You can view our Risk Committee Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.

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2024 Proxy Statement21

Board and Committee Effectiveness

We believe in strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board accountability. Our Corporate Governance Guidelines set forth a framework within which our Board ~~at the time~~conducts its business and demonstrates our commitment to good governance and a productive relationship with our stockholders. Principal features of our ~~last annual meeting~~Corporate Governance Guidelines are summarized below along with certain other of ~~stockholders, which was held in April 2016, attended that meeting.~~

~~Board and Committee Effectiveness; Director Assessment; Board Education~~

our governance practices.

Board Annual Self-Evaluations

It is important that the Board and its committees are performing effectively and in the best interests of the Company and its stockholders. The Board and each committee ~~perform an annual self-assessment to~~annually evaluate ~~its~~their effectiveness in fulfilling ~~its~~their obligations. As part of this annual ~~self-assessment,~~self-evaluation, directors ~~are able to~~can provide feedback on the performance of other directors. The ~~Chairman~~chair of the Board leads the Board in its review of the results of the annual ~~self-assessment~~self-evaluation.

Self-Evaluation Questionnaire

Provides director feedback on the Board and ~~takes further action~~each of the committees

Director Interviews

Chair of the Board meets with each Director to solicit peer feedback and Committee Chairs have 1v1 conversations with individual directors based on themes of questionnaire responses

Results Analyzed

Results of the self-evaluations are analyzed and discussed with CGNC and each committee discusses its feedback

Summary of Results

Summary of Board and committee self-evaluation results provided to full Board

Ongoing Feedback

Directors are encouraged to provide ongoing feedback in addition to the annual self-evaluation

Feedback Incorporated

Policies and practices updated as ~~needed. In addition,~~appropriate as a result of the annual self- evaluation and ongoing feedback

Review of Process

Our CGNC periodically reviews the self-evaluation process

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222024 Proxy Statement

Board Oversight

Strategy Oversight

One of the Board’s key responsibilities is overseeing the Company’s strategy, and the Board has deep experience and expertise in the area of strategy development and insights into the most important issues facing the Company. Setting the strategic course of the Company ~~provides membership~~involves a high level of constructive engagement between management and the Board.

The Board regularly discusses eBay’s key priorities, taking into consideration and adjusting the Company’s long-term strategy with global economic, customer and other significant trends, as well as changes in the ~~National Association~~e-commerce industry and the regulatory landscape.

•

At least annually, the Board conducts an extensive review of ~~Corporate Directors~~the Company’s long-term strategic plans, its annual operating plan and capital structure.

•

Throughout the year and at Board meetings, the Board receives information and updates from management and actively engages with senior leaders with respect to ~~all Board members to assist them in remaining current with exemplary board~~the Company’s strategy, including the strategic plans for our businesses and ~~committee practices and developments in corporate governance.~~

the competitive environment.

•

eBay’s independent directors also hold regularly scheduled executive sessions without Company management present, at which strategy is discussed.

•

The Board also has developed a set of guiding principles relating to Board membership. The Board believes that in light of the rapidly changing environment in which the Company’s businesses operate, the Board must add members with highly relevant professional experience. In addition, the Board believes that a certain amount of director turnover is to be expectedregularly discusses and ~~desirable,~~reviews feedback on strategy from our stockholders and ~~while it does not have term limits, the Board believes that up to nine to 12 years will generally be the expected time commitment from any individual director.~~

other stakeholders.

~~Corporate Governance |~~~~Our Corporate Governance Practices~~

~~Succession Planning~~

Management Succession Planning and Workplace Culture

The Board recognizes the importance of effective executive leadership to eBay’s success. ~~We conduct~~The Board conducts a review ~~process~~of management at least annually that includes succession plans for our senior leadership positions. ~~These succession plans are reviewed and approved by our Board.~~ In conducting its review, the Board considers, among other factors, organizational and operational needs, competitive challenges, leadership/management potential and development and interim successors for emergency situations.

~~Risk Oversight~~

Board Connection to eBay Workplace Culture

The Board is intently focused on fostering a culture of leadership, development and excellence.

Our workplace culture is linked to eBay’s mission of empowering people and creating economic opportunity for all. This shared purpose has influenced our culture for over 25 years and motivates our employees every day. We are rooted in core beliefs of empowering our community, innovating boldly, delivering with impact, being for everyone and acting with integrity. The Board views eBay’s workplace culture as an asset and oversees eBay’s employee engagement and other workforce development programs.

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2024 Proxy Statement23

Enterprise Risk ~~is inherent with every business,~~ and ~~how well a business manages risk can ultimately determine its success. We face a number of risks, including~~Sustainability Oversight

eBay faces economic, financial, legal and regulatory, operational and other risks, such as the impact of ~~competition. Management is responsible for~~competition and sustainability risks, including social, environmental and reputational factors that are integral to the ~~day-to-day management~~strength of ~~the risks~~our brands. The Board recognizes that our ability to manage risk can influence whether we ~~face, while the~~achieve our strategic and operating objectives. The Board, as a whole and through its committees, has responsibility for the oversight of risk ~~management.~~management, while management is responsible for the day-to-day management of the risks that we face. In its risk oversight role, the Board is responsible for satisfying itself that the risk management framework and supporting processes as implemented by management are adequate and functioning as designed.

~~Audit Committee’s Role in~~ The Board also influences risk management by fostering a corporate culture of integrity and risk awareness.

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242024 Proxy Statement

Risk ~~Oversight.~~~~While~~Management

Risk management is embedded across our businesses, with oversight of our company-wide initiatives by the Board ~~is ultimately responsible for~~and its committees as illustrated above. Our approach to risk oversight at eBay, the Board has delegated to the Audit Committee the primary responsibility for the oversight of risks facing our businesses. The Audit Committee’s charter provides that it will review and discuss with management our major risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal, and regulatory risks, and the steps we have taken to detect, monitor, and actively manage such exposures, as well as management’s risk assessment and risk management policies. The Audit Committee reviews with our General Counsel any significant legal, compliance, and regulatory matters that could have a material impact on our financial statements or our business, including material notices to or inquiries received from governmental agencies. We also have embedded an enterprise risk management (“ERM”) program across our core businesses, aligned with our Company-wide initiative involving the Audit Committee, management, and other personnel. The ERM framework is designed to identify, assess, prioritize and manage ~~our major~~ risk exposures ~~which~~that could affect our ability to execute on our corporate strategy and fulfill our business objectives. ~~The~~Our ERM program ~~is designed to enable~~enables the ~~Audit Committee~~Board to establish a mutual understanding with management ofon the effectiveness of the Company’s risk management practices and capabilities, ~~to review~~including with division of responsibilities for reviewing the Company’s risk exposure and risk tolerance, tracking emerging risks and ~~to elevate~~ensuring proper escalation of certain key risks for ~~oversight at~~periodic review by the Board ~~level.~~

~~Management’s Role in Risk Oversight.~~~~Our Vice President, Internal Audit~~and its committees.

Management collaborates internally, periodically engages independent advisors to update risk assessments and works across the organization to help our business groups and functions identify emerging risks and trends. Short- and long-term risks are evaluated regularly, and senior management is responsible for ~~our internal audit function~~prioritizing risks and ~~our~~developing a culture of risk-aware practices to identify and manage the appropriate level of risk governance framework, which includes risk assessment, monitoring, and reporting. The Vice President, Internal Audit reports directly to the Audit Committee, and the Audit Committee reviews and evaluates the compensation and performance of the Vice President, Internal Audit and provides the Vice President, Internal Audit with direct access to the Audit Committee. The Vice President, Internal Audit facilitates the Audit Committee’s review and approval of the internal audit plan and provides regular reporting on audit activities. In addition, through consultation with management, the Vice President, Internal Audit periodically assesses the major risks facing eBay and coordinatesconsistent with the ~~executives responsible for such~~Company’s business strategy. Risks are mapped based on probability, immediacy and potential magnitude, and eBay’s risk management strategies and Board oversight processes are designed accordingly. Examples of key risks ~~through~~encompassed by the ERM program include, without limitation, cybersecurity, data privacy, human capital management and regulatory compliance.

On a regular basis, the Board and its committees engage with our senior management and other members of management on risk ~~governance process. The Vice President, Internal Audit~~as part of broad strategic and operational discussions that encompass interrelated risks, as well as on a risk-by-risk basis. In 2023, we separated internal management of ethics and compliance and consolidated several areas of compliance under our Chief Compliance Officer, who reports to our Chief Financial Officer. Our Chief Compliance Officer periodically reviews with the ~~Audit~~Risk Committee the major risks ~~facing eBay~~under its oversight and the steps management has taken to detect, monitor and actively manage those risks within the agreed risk tolerance. Likewise, our Chief Sustainability Officer shares with the CGNC emerging trends and risks relating to sustainability, our strategy for improving our sustainability efforts, and how our sustainability efforts are rated on external indices. Our Audit Committee has an annual cadence to review the risks included in its remit, including quarterly meetings regarding ethics programs with our Chief Ethics Officer. The ~~executive~~CHCC engages with our Chief People Officer and our Diversity, Equity & Inclusion (“DE&I”) leader several times per year regarding the most relevant risks and opportunities concerning our workforce, including an annual review of the Company’s risk assessment of its compensation policies and practices for its employees, assesses whether such policies and practices encourage excessive risk-taking and evaluates policies and practices that could mitigate such risks. The executives responsible for managing a particular risk (in the case of cybersecurity risks, our Chief Technology Officer and Chief Information Security Officer) may also report to the ~~Audit Committee~~full Board or its committees, as appropriate, on how the risk is being managed and progress towards agreed mitigation goals.

~~In addition~~

The Company maintains disclosure controls and procedures, including within our cybersecurity incident response plans, designed for analysis of potentially material events covered by our risk management framework, including cybersecurity incidents or threats.

Diversity, Equity & Inclusion Highlights

DE&I is core to who we are and is a key principle upon which our business is built. We are committed to being a richly diverse, truly equitable and fearlessly inclusive place to work, grow, sell and buy. Our approach to DE&I continues to focus on key objectives we need to deliver to realize sustained progress. Our four objectives are: increasing representation, cultivating a sense of belonging, engaging our communities and allies—our sellers and buyers as well as the broader communities we serve—and building inclusive technology. Equity remains at the forefront of what we do as we deliver meaningful progress across each of these strategic objectives. We plan to continue to be transparent about our journey, progress made as well as lessons learned. The results of our eighth gender pay equity study found that we have 100.5% pay parity for women in the U.S. and 100.3% globally as of April 1, 2024. For more information, please visit our Diversity, Equity and Inclusion section of our Company website at https://www.ebayinc.com/company/diversity-equity-inclusion/.

eBay Impact: Our Focus on Sustainability

As a result of our most recent sustainability materiality assessment, which was facilitated by an outside advisor, eBay’s Impact team focuses its efforts on several key areas, including Economic Opportunity, Sustainable Commerce, Culture & Workforce and maintaining a Trusted Marketplace. This assessment is updated every three years to ensure that our Impact programs continue to reflect our most salient issues. As noted above, the CGNC receives periodic updates on eBay sustainability initiatives, reporting, investor feedback and third-party ratings.

Many of our Impact sustainability initiatives involve cross-company collaboration on goal setting, impact measurement and reporting, which is published annually on the eBay Impact section of our Company website. To advance our strategies, manage environmental, social and governance (“ESG”) risks and capitalize on opportunities, eBay formed the ESG Council, which is composed of key members of our management team and engages with numerous critical partners across the Company. This Council is chaired by our Chief Sustainability Officer and is a key part of eBay integrating sustainability into the business and supporting our transition to a low carbon economy. We are currently focusing our transition efforts on achieving our renewable energy and carbon emissions targets discussed in the table below. We published our fourth Task Force on Climate-Related Financial Disclosures report in 2023 to address stakeholders’ interest in increased disclosure regarding our climate-related risks and opportunities.

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2024 Proxy Statement25

Through the combination of the ERM program and our Impact sustainability efforts, we believe eBay appropriately addresses the spectrum of risks facing our businesses, including but not limited to each of the material issues identified by the Sustainability Accounting Standards Board industry standards as being applicable to companies in our industry, including climate risks. We have published additional information on this topic in the eBay Impact section of our Company website at https://www.ebayinc.com/impact/. The table below provides a brief overview of the eBay Impact initiatives as well as recent highlights.

Empowering communities through thoughtful commerce

eBay Impact Initiative	Overview	Progress
Economic Opportunity	As champions of inclusive entrepreneurship for everyone, eBay assists sellers in transforming their business through eBay Academy, and we help small businesses grow globally, through programs such as eBay for Change and Up & Running.	The number of U.S. eBay commercial sellers(1) in less-advantaged communities(2) grew 37% from 2017-2021 compared to a 1% decrease in business establishment(3) growth in those communities during that time.
eBay for Charity	eBay for Charity empowers buyers and sellers to support charities around the world. We enable sellers to contribute a portion of their sales to selected non-profits, and we partner with charity organizations to help them reach their fundraising goals.	In 2023, eBay for Charity matched donations made to the International Rescue Committee, Team Rubicon, World Central Kitchen, Hawaii Community Foundation and American National Red Cross, and partnered with Homes For Our Troops, GiveLove, Deckaid Inc, Direct Relief and Free The Work. In 2023, nearly $162 million was raised by buyers and sellers to support charities via eBay for Charity.
eBay Foundation	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 our employees with meaningful giving and volunteering opportunities.	Since 1998, eBay Foundation has provided over $120 million in total giving, which has supported over 1,800 unique nonprofit organizations. In 2023, eBay Foundation granted over $19 million to support historically excluded entrepreneurs through our employee gift-matching program.
Sustainable Commerce	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.	Through selling pre-loved and refurbished items on our Marketplace in 2023, eBay helped avoid approximately 1.6 million metric tons of carbon emissions that would have been expected to result from the production of comparable new goods. eBay remains committed to our target of reducing 90% of carbon emissions from our operations (scope 1 & 2) by 2030 from a 2019 baseline, and 20% from our value chain (scope 3) in the same timeframe. eBay also remains committed to achieving 100% renewable energy by 2025 for eBay-controlled data centers and offices. In 2023, eBay earned an A- on the CDP Climate Change survey in recognition of outstanding leadership in action against climate change.
Trusted Marketplace	eBay has created a trusted, transparent marketplace that is based on the strong ethical values we strive to follow as a business.	eBay earned a 100% rating in the Corporate Equality Index for the 16th consecutive year and received the 2023-2024 Equality 100 Award: Leaders in LGBTQ+ Inclusion. For each year since 2020, eBay has published a Global Transparency Report in order to openly communicate its trust and safety policies and enforcement of those policies.

(1)

Defined as “a seller with at least $10,000 USD or more in annual sales on eBay.”

(2)

Based on data from certain U.S. counties that are considered to be “at risk” or “distressed” as defined by the Economic Innovation Group’s 2024 Distressed Communities Index.

(3)

Defined as “a single physical location at which business is conducted or services or industrial operations are performed.”

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262024 Proxy Statement

Stockholder Engagement

Why We Engage

Our directors and management are committed to maintaining a robust dialogue with stockholders. We routinely engage with stockholders throughout the year in order to:

•

Provide transparency into our business, our performance and our governance and compensation practices

•

Discuss with our stockholders the issues that are important to them, hear their expectations for us and share our views

•

Assess emerging issues that may affect our business, inform our decision making, enhance our corporate disclosures and help shape our practices

After we file our proxy statement, we engage with our largest stockholders about important topics to be addressed at our annual meeting. Since January 2023, we have offered to meet on sustainability, governance, compensation, capital allocation and other matters with approximately 53 investors representing approximately 68% of our outstanding shares, which resulted in approximately 18 conference calls with investors representing more than 36% of our outstanding shares.

How We Engage

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2024 Proxy Statement27

Governance Policies and Practices

Contacting the Board or Individual Directors

Stockholders may contact the Board, individual directors or groups of directors (such as all of our independent directors) at the following address:


				c/o Corporate Secretary, eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125

The CGNC has delegated responsibility for initial review of stockholder communications to our Corporate Secretary. This process assists the Board in reviewing and responding to stockholder communications in an appropriate manner. The CGNC has instructed our Corporate Secretary to review correspondence directed to the ~~general oversight responsibility that has been delegated~~Board and its principal committees. It is at the Corporate Secretary’s discretion to determine whether to forward items solely related to complaints by users with respect to ordinary course of business, customer service and satisfaction issues, or matters the ~~Audit Committee, other committees review~~Corporate Secretary deems to be of a commercial or frivolous nature or otherwise inappropriate for the risks within their areas of responsibility and expertise. For example, the Compensation Committee reviews the risks associated with our compensation policies and practices and our succession planning process.

Board’s or its committees’ consideration.

~~Corporate~~ Governance |Documents

Our Corporate Governance ~~Practices~~

~~Risk Assessment~~Guidelines, the charters of ~~Compensation Policies~~our principal Board committees, and ~~Practices.~~Weour Code of Business Conduct and Ethics can be found on our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents, and any changes in these governance documents will be reflected in the same location. Information contained on our investor relations website is not part of this Proxy Statement.

Majority Vote Standard for Election of Directors

Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the numbers of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. “ABSTAIN” votes will be counted as present for purposes of this vote but are not counted as votes cast. Broker non-votes will not be counted as present and are not considered votes on the proposal. As a result, abstentions and broker non-votes will have ~~assessed the compensation policies and practices for our employees and concluded that they do not create risks that are reasonably likely to have a material adverse~~no effect on the ~~Company. This analysis was presented~~vote for Proposal 1: Election of Directors.

Director Resignation Provisions for Uncontested Elections

If a nominee who is serving as a director (an “Incumbent Director”) fails to receive the required number of votes for election in accordance with our bylaws in an uncontested election, under Delaware law, the Incumbent Director would continue to serve on the Board as a “holdover director” until their successor is elected and qualified, until they are re-nominated after consideration by the CGNC as described further below or until their earlier death, resignation, retirement, or removal pursuant to our bylaws. Our Corporate Governance Guidelines provide that, in considering whether to nominate any Incumbent Director for election, the Board will take into account whether the Incumbent Director has tendered an irrevocable resignation that is effective upon the Board’s acceptance of such resignation in the event the director fails to receive the required vote to be elected, as described above and as contemplated in our bylaws. In the case of a proposed nominee who is not an Incumbent Director, the Board will take into account whether they have agreed to tender such a resignation prior to being nominated for election. All of the director nominees are currently serving on the Board, and each director nominee has submitted such an irrevocable resignation.

Under our bylaws, in the case of an uncontested election, if a nominee who is an Incumbent Director does not receive the required vote for election, the CGNC or another committee of the Board will decide whether to accept or reject such director’s resignation (if the director has tendered such a resignation), or whether to take other action, within 90 days after the date of the certification of the election results (subject to an additional 90-day period in certain circumstances). In reaching its decision, the CGNC will review factors it deems relevant, which may include any stated reasons for “AGAINST” votes, whether the underlying cause or causes of the “AGAINST” votes are curable, criteria considered by the CGNC in evaluating potential candidates for the Board, the length of service of such director, the size and holding period of such director’s stock ownership in the Company, and such director’s contributions to the ~~Audit Committee~~Company. The CGNC’s decision will be publicly disclosed in a filing with the SEC. If a nominee who was not already serving as a director fails to receive the required votes to be elected at the Annual Meeting, they will not become a member of the Board.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines to better align the interests of our directors and executive officers with the interests of our stockholders and further promote our commitment to sound corporate governance. Under these guidelines, our executive officers are required to achieve ownership of eBay common stock valued at three times their annual base salary (six times in the case of our CEO). For the executive officers, these guidelines are initially calculated using the executive officer’s annual base salary as of the date the person is

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282024 Proxy Statement

first appointed as an executive officer. These guidelines are then recalculated each January 1st immediately following the third anniversary of the most recent calculation. In addition, these guidelines will also be recalculated as of the date on which an executive officer’s pay grade changes. Our non-employee directors are required to achieve ownership of eBay common stock valued at five times the value of the annual retainer payable to directors. For the non-employee directors, these guidelines are initially calculated as of the director’s election to the Board and are then recalculated each June 1st thereafter.

Each of our executive officers is required to retain 50% of any shares of eBay common stock received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax withholding obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the executive officer until the stock ownership guidelines are met. Each of our non-employee directors is required to retain 25% of the shares received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the non-employee director until the stock ownership guidelines are met. As of December 31, 2023, all of our executive officers and directors were in compliance with the stock ownership guidelines.

Our stock ownership guidelines can be found on our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.

The ownership levels of our executive officers and directors as of April 15, 2024 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” below.

Hedging and Pledging Policy

The Company’s insider trading policy prohibits directors, executive officers, and other employees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, short sale, collar or other derivative security. The policy also prohibits directors and executive officers from pledging eBay common stock as collateral for any loans.

Clawback Policies

In 2012, we implemented changes to the eBay Incentive Plan and the ~~Compensation Committee, both~~Company’s equity incentive award plans to provide that awards made under those plans are subject to a clawback provision.

In 2014, the CHCC adopted a clawback policy applicable to employees with a title of ~~which agreed~~Vice President or above.

In 2023, the CHCC adopted a supplemental clawback policy applicable to our executive officers that complies with ~~this conclusion.~~

~~Corporate Hotline.~~ ~~We have established a corporate hotline~~the new SEC rules issued in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and applicable Nasdaq listing rules that ~~is operated by a third party~~took effect in December 2023. Our legacy clawback policy and ~~allows any employee to confidentially~~supplemental clawback policy are discussed in further detail under the section entitled “Severance and ~~anonymously (where legally permissible) lodge a complaint about any accounting, internal control, auditing, or other matters~~Change in Control Arrangements with Executive Officers and Clawbacks—Clawbacks” below.

Conflicts of ~~concern.~~

~~Conflicts of Interest~~

Interest/Code of Business Conduct and Ethics

We expect our directors, executive officers, and other employees to conduct themselves with the highest degree of integrity, ethics, and honesty. Our credibility and reputation depend ~~upon~~on the good judgment, ethical standards, and personal integrity of each director, executive officer, and employee. Our Code of Business Conduct and Ethics requires that directors, executive officers, and other employees disclose actual or potential conflicts of interest and recuse themselves from related decisions. ~~In order to~~To better protect us and our stockholders, we regularly review our Code of Business Conduct and Ethics and related policies to ensure that they provide clear guidance to our directors, executive officers, and employees.

The Company also has practices that address potential conflicts in circumstances where a non-employee director is a control person of an investment fund that desires to make an investment in or acquire a company that may compete with one of the Company’s businesses. Under those circumstances, the director is required to notify the Company’s CEO and General Counsel of the proposed transaction, and the Company’s senior management then assesses the nature and degree to which the investee company is competitive with the Company’s businesses, as well as the potential overlaps between the Company and the investee company. If the Company’s senior management determines that the competitive situation and potential overlaps between eBay and the investee company are acceptable, approval of the transaction by the Company would be conditioned upon the director agreeing to certain limitations (including refraining from joining the board of directors of the investee company or conveying any confidential or proprietary material between the Company and the investee company, abstaining from being the primary decision-maker for the investment fund with respect to the investee company, and recusing ~~himself/herself~~themself from portions of Company Board meetings that contain competitive information reasonably pertinent to the investee company). All transactions by investment funds in which a non-employee director is a control person also remain subject in all respects to the Board’s written policy for the review of related person transactions, discussed under the section entitled ~~“Certain~~“—Certain Transactions with Directors and Officers” below.

~~Director Nominations~~

~~Stockholders wishing~~

Corporate Hotline

We have established a corporate hotline that is operated by a third party and allows any employee to confidentially and anonymously (where legally permissible) submit recommendations or director nominations pursuant to the advance notice procedures set forth in our Bylaws for our 2018 Annual Meeting of Stockholders should submit their proposals to the Corporate Governance and Nominating Committee in care of our Corporate Secretary. Such submissions should be in accordance with the time limitations, procedures, and requirements described under the heading “May I propose actions for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?” in the section entitled “Questions and Answersa complaint about ~~the Proxy Materials and our 2017 Annual Meeting” below.~~

~~Proxy Access for Director Nominations.~~ In March 2016, our Board adopted a “Proxy Access for Director Nominations” bylaw provision, which permits an eligible stockholder or group of up to 20 stockholders to nominate candidates for election to our Board. Proxy access candidates will be included in our proxy statement and ballot. The proxy access bylaw provision provides that holders of at least 3% of eBay common stock, which can comprise up to 20 stockholders, holding such stock continuously for at least three years, can nominate two individuals or 20% of the Board, whichever is greater, for election at an annual

~~Corporate Governance |~~~~Our Corporate Governance Practices~~

~~stockholders meeting. Our Bylaws provide details regarding the time frames and procedures that must be followed and other requirements that must be met to nominate directors through this process.~~

~~Additional Governance Provisions~~

~~Stock Ownership Guidelines.~~ Our Board has adopted stock ownership guidelines to better align the interests of our directors and executive officers with the interests of our stockholders and further promote our commitment to sound corporate governance. Under these guidelines, our executive officers are required to achieve ownership of eBay common stock valued at three times their annual base salary (seven times in the case of our CEO). Our non-employee directors are required to achieve ownership of eBay common stock valued at three times the amount of the annual retainer payable to directors as of the later of (i) July 1, 2016 or (ii) the year the director is first elected to the Board. Thereafter, these guidelines will be recalculated each June 1 (based on the value of each director’s annual retainer payable for that year). Our stock ownership guidelines can be found on our investor relations website at https://investors.ebayinc.com/corporate-governance.cfm.

~~The ownership levels of our executive officers and directors as of March 20, 2017 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” below.~~

~~Hedging and Pledging Policy.~~ ~~The Company’s insider trading policy prohibits directors, executive officers, and other employees from entering into~~ any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, short sale, collar,accounting, internal control, auditing, or other ~~derivative security. The policy also prohibits directors and executive officers from pledging eBay common stock as collateral for any loans.~~

~~Clawbacks.~~ In 2012, we implemented changes to the eBay Incentive Plan and the Company’s equity incentive plans to provide that awards made under those plans are subject to a clawback provision. In January 2014, the termsmatters of the clawback were adopted by the Compensation Committee subject to amendment to comply with the SEC rules to be issued in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act.

~~Contacting the Board or Individual Directors~~

~~Stockholders may contact the Board or individual directors at the following address:~~

~~c/o Corporate Secretary, eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125.~~

The Corporate Governance and Nominating Committee has delegated responsibility for initial review of stockholder communications to our Corporate Secretary. This process assists the Board in reviewing and responding to stockholder communications in an appropriate manner. The Corporate Governance and Nominating Committee has instructed our Corporate Secretary to review correspondence directed to the Board and its principal committees. It is at her discretion to determine whether to forward items solely related to complaints by users with respect to ordinary course of business, customer service and satisfaction issues, or matters she deems to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s or its committees’ consideration.

~~Auditor Independence~~

We have taken a number of steps to ensure continued independence of our outside auditors. Our independent auditors report directly to the Audit Committee, and we limit the use of our auditors for non-audit services. The fees for services provided by our auditors in 2016 and 2015 and our policy on pre-approval of non-audit services are described under “Proposal 4 — Ratification of Appointment of Independent Auditors” below.

concern.

~~Security Ownership of Certain Beneficial Owners and Management~~

TABLE OF CONTENTS~~Security Ownership of Certain Beneficial Owners and Management~~

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of March 20, 2017 by (1) each stockholder known to us to be the beneficial owner of more than 5% of our common stock, (2) each director and nominee for director, (3) each of the executive officers named in the 2016 Summary Compensation Table below, and (4) all executive officers and directors as a group. Unless otherwise indicated below, the address for each of our executive officers and directors is c/o eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125.

     Shares Beneficially Owned ⁽¹⁾
Name of Beneficial Owner
     Number      Percent
Pierre M. Omidyar⁽²⁾
     70,368,858      6.52 %
The Vanguard Group⁽³⁾
     66,983,234      6.21 %
BlackRock, Inc.⁽⁴⁾
     60,506,773      5.61 %
Devin N. Wenig⁽⁵⁾
     1,295,040      *
Scott F. Schenkel⁽⁶⁾
     262,319      *
Harry A. Lawton⁽⁷⁾
     71,010      *
Stephen Fisher⁽⁸⁾
     122,941      *
Raymond J. Pittman⁽⁹⁾
     120,889      *
Fred D. Anderson Jr.⁽¹⁰⁾
     21,616      *
Edward W. Barnholt⁽¹¹⁾
     20,116      *
Anthony J. Bates⁽¹²⁾
     14,686      *
Logan D. Green⁽¹³⁾
     1,000      *
Bonnie S. Hammer⁽¹⁴⁾
     12,417      *
Kathleen C. Mitic⁽¹⁵⁾
     22,286      *
Paul S. Pressler⁽¹⁶⁾
     22,916      *
Robert H. Swan⁽¹⁷⁾
     352,405      *
Thomas J. Tierney⁽¹⁸⁾
     34,108      *
Perry M. Traquina⁽¹⁹⁾
     18,666      *
All directors and executive officers as a group of (20 persons)⁽²⁰⁾
     73,324,080      6.78 %

*	~~Less than one percent~~

⁽¹⁾

This table is based upon information supplied by officers, directors, and principal stockholders and any Schedules 13D and 13G filed with the SEC. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated in the footnotes to this table, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of March 20, 2017, deferred stock units (“DSUs”) that are vested or scheduled to vest within 60 days of March 20, 2017 and restricted stock units (“RSUs”), that are scheduled to vest within 60 days of March 20, 2017, are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding those options, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of beneficial ownership is based on 1,079,284,521 shares of common stock outstanding as of Mach 20, 2017.

⁽²⁾	~~Mr. Omidyar is our founder and a member of our Board. Includes 70,000 shares held by his spouse.~~

⁽³⁾

The Vanguard Group and its affiliates and subsidiaries have beneficial ownership of an aggregate of 66,983,234 shares of the Company’s common stock; The Vanguard Group has sole power to vote 1,642,711 shares of the Company’s common stock and sole power to dispose of 65,148,670 shares of the Company’s common stock. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

⁽⁴⁾

BlackRock, Inc., and its affiliates and subsidiaries have beneficial ownership of an aggregate of 60,506,773 shares of the Company’s common stock; BlackRock, Inc. has sole power to vote 50,816,157 shares of the Company’s common stock and sole power to dispose of 60,448,146 shares of the Company’s common stock. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

~~Security Ownership of Certain Beneficial Owners and Management |~~~~Section 16(a) Beneficial Ownership Reporting Compliance~~

⁽⁵⁾	Mr. Wenig is our President and CEO and a member of our Board. Includes 799,356 shares Mr. Wenig has the right to acquire pursuant to outstanding options exercisable within 60 days of March 20, 2017 and 61,392 RSUs scheduled to vest within 60 days of March 20, 2017.

⁽⁶⁾	Mr. Schenkel is our Senior Vice President, Finance and CFO. Includes 152,541 shares Mr. Schenkel has the right to acquire pursuant to outstanding options exercisable within 60 days of March 20, 2017 and 19,493 RSUs scheduled to vest within 60 days of March 20, 2017.

⁽⁷⁾	~~Mr. Lawton is our Senior Vice President, North America. Includes 34,564 shares Mr. Lawton has the right to acquire pursuant to outstanding options exercisable within 60 days of March 20, 2017.~~

⁽⁸⁾	Mr. Fisher is our Senior Vice President and Chief Technology Officer. Includes 12,408 shares Mr. Fisher has the right to acquire pursuant to outstanding options exercisable within 60 days of March 20, 2017 and 10,919 RSUs scheduled to vest within 60 days of March 20, 2017.

⁽⁹⁾	Mr. Pittman is our Senior Vice President and Chief Product Officer. Includes 14,887 shares Mr. Pittman has the right to acquire pursuant to outstanding options exercisable within 60 days of March 20, 2017 and 10,973 RSUs scheduled to vest within 60 days of March 20, 2017.

⁽¹⁰⁾	Includes 178 DSUs and 8,706 RSUs that are scheduled to vest within 60 days of March 20, 2017. The address for Mr. Anderson is c/o Elevation Partners, 3000 Sand Hill Road, Suite 4-140, Menlo Park, CA 94025.

⁽¹¹⁾	~~Includes 178 DSUs and 8,706 RSUs that are scheduled to vest within 60 days of March 20, 2017.~~

⁽¹²⁾	~~Includes 140 shares owned through a trust and 8,706 RSUs that vested or are scheduled to vest within 60 days of March 20, 2017.~~

⁽¹³⁾	~~The address for Mr. Logan is c/o Lyft, 185 Berry Street, Suite 5000, San Francisco, CA 94107.~~

⁽¹⁴⁾	~~Includes 8,706 RSUs that are scheduled to vest within 60 days of March 20, 2017. The address for Ms. Hammer is c/o NBCUniversal, 30 Rockefeller Plaza, Suite 2187E, New York, New York 10112.~~

⁽¹⁵⁾	~~Includes 178 DSUs and 8,706 RSUs that are scheduled to vest within 60 days of March 20, 2017. The address for Ms. Mitic is c/o Sitch, 364 University Avenue, Palo Alto, CA 94301.~~

⁽¹⁶⁾	~~Includes 8,706 RSUs that are scheduled to vest within 60 days of March 20, 2017. The address for Mr. Pressler is c/o Clayton, Dubilier & Rice, LLC, 375 Park Avenue, 18th Floor, New York, NY 10152.~~

⁽¹⁷⁾	Includes 41,444 options exercisable as of March 20, 2017 and 8,706 RSUs that are scheduled to vest within 60 days of March 20, 2017. The address for Mr. Swan is c/o Intel Corporation 2200 Mission College Blvd., Santa Clara, CA 95054-1549.

⁽¹⁸⁾	Includes 178 DSUs and 12,664 RSUs that are scheduled to vest within 60 days of March 20, 2017. The address for Mr. Tierney is c/o The Bridgespan Group, 2 Copley Place, 7th Floor, Suite 3700B, Boston, Massachusetts 02116.

⁽¹⁹⁾	~~Includes that 8,706 RSUs that are scheduled to vest within 60 days of March 20, 2017. The address for Mr. Traquina is c/o eBay Inc., 2025 Hamilton Avenue, San Jose, CA, 95125.~~

⁽²⁰⁾	~~Includes 1,307,360 shares subject to options exercisable within 60 days of March 20, 2017. Also, includes 712 DSUs and 227,588 RSUs scheduled to vest within 60 days of March 20, 2017.~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file reports regarding their ownership and changes in ownership of our securities with the SEC and to furnish us with copies of all Section 16(a) reports that they file.

We believe that during the fiscal year ended December 31, 2016, our directors, executive officers, and holders of more than 10% of our common stock complied with all applicable Section 16(a) filing requirements, except for a late Form 4 filed on March 4, 2016 to report a purchase of common stock shares on the open market for Mr. Pressler.

In making this statement, we have relied upon a review of the copies of Section 16(a) reports furnished to us and the written representations of our directors, executive officers, and holders of more than 10% of our common stock.

2024 Proxy Statement29

Certain Transactions with Directors and Officers

~~Certain Transactions with Directors and Officers~~

Our Audit Committee reviews and approves the Code of Business Conduct and Ethics, which applies to our directors, officers, and employees and reviews our programs that are designed to ensure compliance with the Code of Business ~~Conduct.~~Conduct and Ethics. The Audit Committee also reviews and approves all transactions with related persons that are required to be disclosed in this section of our Proxy Statement. The charter of our Audit Committee and our Code of Business Conduct and Ethics may be found on our investor relations website athttps://investors.ebayinc.com/~~corporate-governance.cfm~~corporate-governance/governance-documents/.

Our Board has adopted a written policy for the review of related person transactions. For purposes of the policy, a related person transaction includes transactions in which (1) the amount involved is more than $120,000, (2) eBay is a participant, and (3) any related person has a direct or indirect material interest. The policy defines a “related person” to include directors, nominees for director, executive officers, beneficial holders of more than ~~five percent~~5% of eBay’s outstanding common stock and their respective family members. Pursuant to the policy, all related person transactions must be approved by the Audit Committee or, in the event of an inadvertent failure to bring the transaction to the Audit Committee for pre-approval, ratified by the Audit Committee. In the event that a member of the Audit Committee has an interest in a related person transaction, the transaction must be approved or ratified by the disinterested members of the Audit Committee. In deciding whether to approve or ratify a related person transaction, the Audit Committee will consider the following factors:

•

Whether the terms of the transaction are (a) fair to eBay and (b) at least as favorable to eBay as would apply if the transaction did not involve a related person;

•

Whether there are demonstrable business reasons for eBay to enter into the transaction;

•

Whether the transaction would impair the independence of an outside director under eBay’s director independence standards; and

•

Whether the transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant.

We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with eBay.

Since January 1, ~~2016,~~2023, there were no related person transactions, and we are not aware of any currently proposed related person transactions, that would require disclosure under SEC rules.

~~Proposals Requiring Your Vote |~~~~Proposal 1 — Election~~

TABLE OF CONTENTS

302024 Proxy Statement

Compensation of Directors

~~Proposals Requiring Your Vote~~

~~Proposal 1 — Election~~

The CHCC is responsible for reviewing and making recommendations to the Board regarding compensation paid to all directors who are not employees of ~~Directors~~


		~~Proposal Snapshot~~
		~~Proposal Snapshot~~
		~~What is being voted on.~~ ~~Election of 12 directors named in this Proxy Statement to our Board to hold office until our 2018 Annual Meeting of Stockholders.~~ ~~Board recommendation.~~ ~~The Board recommends a voteFOR~~ ~~each of the named nominees.~~

AteBay, or any parent, subsidiary, or affiliate of eBay, for their Board and committee services. Pay Governance LLC (“Pay Governance”) serves as the CHCC’s independent compensation consultant. In connection with its engagement, Pay Governance assists the CHCC in conducting annual peer benchmarking and assessment of market trends and best practices, to ensure that eBay’s director compensation program is in line with the market and that pay levels are comparable to peers. Our most recent benchmarking indicates that our compensation is benchmarked at or around the 50th percentile of our peer group.

Annual ~~Meeting, 12~~compensation to continuing non-employee directors ~~will be elected~~consisted of (a) Restricted Stock Units (“RSUs”), granted on the date of the annual meeting with a grant date value equal to ~~serve~~$250,000 or, for a ~~one-year term until our 2018 Annual Meeting and until their successors are elected and qualified.~~

~~Our Board is currently composed of 12 members, 10 of whom are currently independent directors under~~non-employee director serving as the ~~listing standards of The NASDAQ Stock Market.~~

~~The term of office of each of the nominees standing for election at the Annual Meeting expires at the upcoming Annual Meeting. All of the nominees are currently members~~Chair of the Board, ~~and~~$350,000, in each case, the number of RSUs being determined by dividing the grant date value by the closing price per share of the ~~nominees has been elected previously~~Company’s common stock on the date of grant, rounded up to the nearest whole share and (b) an annual cash retainer of $80,000 plus additional cash fees for chair and committee service paid in quarterly installments (or, at the non-employee director’s discretion, paid in additional shares of the Company’s common stock of an equivalent value, calculated in the same manner as the annual equity award (as described above), rounded up to the nearest whole share). The annual equity award and Board and committee retainers are pro-rated in the event that a non-employee director serves for a portion of a year. For newly appointed non-employee directors, the annual equity award is granted shortly following the date of the director’s appointment, with the number of RSUs being determined by dividing the grant date value (pro-rated based on the remaining portion of a year) by the closing price per share of the Company’s common stock on the date of the Company’s most recent annual meeting. However, if the non-employee director is appointed more than nine months since the last annual meeting, the director will receive cash in lieu of any equity award grant.

In 2023, the Board and stockholders ~~except Logan D. Green,~~approved our Equity Incentive Award Plan, as amended and restated, which includes a maximum annual limit of $600,000 (increased by two times for the year in which a the non-employee director commences service on the Board) on the value of equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year (excluding any equity issued in lieu of cash). For purposes of this limitation, the value of equity awards is based on the grant date fair value.

We previously issued Deferred Stock Units (“DSUs”) as equity compensation for our non-employee directors. Since January 1, 2017, RSUs have been granted in lieu of DSUs as compensation for non-employee directors. DSUs granted prior to August 1, 2013 are payable in Company common stock or cash (at our election) following the termination of a non-employee director’s service on the Board. DSUs granted on or after August 1, 2013 are payable solely in Company common stock following the termination of a non-employee director’s service on the Board. In the event of a change in control of eBay, any unvested RSU awards granted to our non-employee directors will accelerate and become fully vested.

The following table sets forth annual retainers, which have remained unchanged since 2018 (except for the addition in 2020 of the retainer for the Chair of the Risk Committee), paid to our non-employee directors who ~~joined~~serve as Chair of the Board, the Chairs of the Audit, Compensation and Human Capital, Corporate Governance and Nominating, and Risk Committees, and as members of those Committees. Directors with an interest and background in technology who meet regularly with our senior technologists and report significant matters to the Board do not receive any additional compensation for such service.

ROLE	2023 ANNUAL RETAINER
All Independent Directors		$	80,000
Board Chair		$	100,000
Lead Independent Director (if applicable)		$	25,000
Committee Chairs
Audit		$	25,000
Compensation and Human Capital		$	15,000
Corporate Governance & Nominating		$	15,000
Risk		$	15,000
Committee Members
Audit		$	18,000
Compensation and Human Capital		$	15,000
Corporate Governance & Nominating		$	10,000
Risk		$	10,000

TABLE OF CONTENTS

2024 Proxy Statement31

2023 Director Compensation Table

The following table and footnotes summarize the total compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2023.

NAME	FEES EARNED OR PAID IN CASH ($)(b)		STOCK AWARDS ($)(c)		TOTAL ($)(e)
Adriane M. Brown		120,466		250,000		370,466
Aparna Chennapragada		92,200		250,000		342,200
Logan D. Green		103,989		250,000		353,989
E. Carol Hayles		134,599		250,000		384,599
Shripriya Mahesh(1)		105,432		250,000		355,432
Paul S. Pressler		209,195		350,000		559,195
Zane Rowe(2)		—		—		—
Mohak Shroff		90,000		250,000		340,000
Robert H. Swan(3)		89,273		—		89,273
Perry M. Traquina		130,876		250,000		380,876

(1)

Ms. Mahesh was appointed to the Board in March 2023. Because her appointment was more than nine months after the Company’s prior annual meeting of stockholders, in accordance with our director compensation practices, Ms. Mahesh received a pro-rated cash award upon appointment, in lieu of a pro-rated RSU award.

(2)

Mr. Rowe was appointed to the Board in February 2024.

(3)

Mr. Swan retired from the Board in June ~~2016.~~2023. The cash fees paid to Mr. ~~Green was recommended as~~Swan reflect a ~~nominee by the Chair of our Corporate Governance and Nominating Committee and our CEO. Each~~pro-rated payment of the ~~nominees has consented~~annual retainer for the period of 2023 during which he provided service to ~~serving as a nominee and being named as a nominee~~the Company.

Fees Earned or Paid in this Proxy Statement and to serving as a director if elected. If elected at the Annual Meeting, each of the nominees will serve a one-year term until our 2018 Annual Meeting and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.

~~Majority Vote Standard for Election of Directors.~~ ~~Our Bylaws provide that~~Cash (Column (b))

The amounts reported in the ~~event of an uncontested election,~~Fees Earned or Paid in Cash column reflect the cash fees paid to each non-employee director ~~shall be elected by the affirmative vote of a majority of the votes cast~~in 2023, as well as fees with respect to ~~such director—i.e.,~~which the numbers of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. “ABSTAIN” votes will be counted as present for purposes of this vote but are not counted as votes cast. Broker non-votes will not be counted as present and are not entitled to vote on the proposal. As a result, abstentions and broker non-votes will have no effect on the vote for this proposal.

~~Director Resignation Policy for Uncontested Elections.~~ ~~If a nominee who is serving as a director (an “Incumbent Director”) fails~~following directors elected to receive ~~the required number~~shares in lieu of votes for re-election in accordance with our Bylaws in an uncontested election, under Delaware law the Incumbent Director would continue to serve on the Board as a “holdover director” until his or her successor is elected and qualified, or until his or her earlier resignation or removal pursuant to our Bylaws. Our Corporate Governance Guidelines provide that, in considering whether to nominate any Incumbent Director for re-election, the Board will take into account whether the Incumbent Director has tendered an irrevocable resignation that is effective upon the Board’s acceptance of such resignationcash.

NAME	FEES FORGONE ($)		SHARES RECEIVED (#)
Logan D. Green		23,789		472
Paul S. Pressler		157,945		3,730
Robert H. Swan		89,273		1,921
Perry M. Traquina		123,097		2,786

Stock Awards (Column (c))

The amounts reported in the ~~event~~Stock Awards column reflect the ~~director fails to receive~~aggregate grant date fair value of RSUs granted in 2023. The grant date fair value of each RSU was calculated using the ~~required vote to be re-elected, as described above. Each~~fair value of our Incumbent Directors has tendered an irrevocable resignation. In the case of a proposed nominee who is not an Incumbent Director, the Board will take into account whether he or she has agreed to tender such a resignation prior to being nominated for re-election.

In the case of an uncontested election, if a nominee who is an Incumbent Director does not receive the required vote for re-election, the Corporate Governance and Nominating Committee or another committee of the Board will decide whether to accept or reject such director’s resignation (if the director has tendered such a resignation), or whether to take other action, within 90 days aftercommon stock on the date of the ~~certification of the election results (subject to an additional 90-day period~~grant calculated in certain circumstances). In reaching its decision, the Corporate Governance and Nominating Committee will review factors it deems relevant, which may include any stated reasons for “AGAINST” votes, whether the underlying cause or causes of the “AGAINST” votes are curable, criteria considered by the Corporate Governance and Nominating Committee in evaluating potential candidates for the Board, the length of service of the director, the size and holding

~~Proposals Requiring Your Vote |~~~~Proposal 1 — Election of Directors~~

period of such director’s stock ownership in the Company, and the director’s contributions to the Company. The Corporate Governance and Nominating Committee’s decision will be publicly disclosed in a filingaccordance with the ~~SEC. If a nominee who was not already serving~~Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation. Each non-employee director providing service as a director ~~fails to receive~~through June 21, 2023, the ~~required votes to be elected at the~~date of our 2023 Annual Meeting, ~~he or she will not become~~was granted 5,669 RSUs with a ~~member~~value of $250,000 on such date (or, in the case of Mr. Pressler, our Chair of the ~~Board. All~~Board, 7,937 RSUs with a value of $350,000 on such date). Such RSUs become fully vested upon the earlier of (i) the first anniversary of the ~~director nominees are currently serving on~~grant date, and (ii) the ~~Board and each director nominee has submitted an irrevocable resignation of the type described above.~~

~~Background to the Board’s Recommendation in Favor of eBay’s Nominees~~

The Corporate Governance and Nominating Committee considers a number of factors and principles in determining the slate of director nominees for election to the Company’s Board that it recommends to the Board, as discussed in the section titled “Corporate Governance – Board of Directors and Committees – Corporate Governance and Nominating Committee,” above. In particular, the Board considers the following factors and principles to evaluate and select nominees:

~~The Board should be composed of directors chosen on the basis of their character, integrity, judgment, skills, background, and experience of particular relevance to the Company.~~

~~Directors should have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems.~~

~~Directors should also represent the balanced, best interests~~first annual meeting of the stockholders ~~as a whole, rather than special interest groups or constituencies.~~

~~Each director should be an individual of the highest character and integrity, with the ability to work well with others and with sufficient time available to devote to the affairs~~ of the Company ~~in order to carry out~~that occurs after the ~~responsibilities~~grant date.

As of ~~a director.~~

~~In addressing the overall composition of the Board, characteristics such as diversity (including gender, race and age), international background, and expertise should be considered.~~

~~The Board should be composed of directors who are highly engaged with our business.~~

~~The Board should include individuals with highly relevant professional experience.~~

~~Our Corporate Governance and Nominating Committee and Board have evaluated~~December 31, 2023, each of the director nominees against the factors and principles eBay uses to select director nominees. Based on this evaluation, our Corporate Governance and Nominating Committee and the Board have concluded that it is in the best interests of eBay and its stockholders for each of the proposed nominees listed below to serve as a director of eBay. The Board believes that all of these nominees have a strong track record of being responsible stewards of stockholders’ interests and bring extraordinarily valuable insight, perspective, and expertise to the Board. Additional reasons that the Board recommends supporting the election of the director nominees include:

~~All of the nominees have high-level managerial experience in relatively complex organizations.~~

~~Each nominee has highly relevant professional experience in the management, technology, and innovation fields.~~

Each nominee is highly engaged and able to commit the time and resources needed to provide active oversight of eBay and its management. None of the nominees sits on the boards of more than three other public companies, and each of ourthen-serving non-employee directors ~~attended at least 75% of~~held the aggregate numbers of ~~all of our Board meetings~~DSUs and ~~committee meetings for committees on which such director served during 2016.~~

~~The Board believes each nominee is an individual of high character and integrity and is able to contribute to strong board dynamics.~~

~~Each of these nominees has experience and expertise that complement the skill sets of the other nominees.~~

~~In addition to these attributes, in each individual’s biography~~RSUs set forth ~~below, we have highlighted specific experience, qualifications, and skills that led the Board to conclude that each individual should serve as a director of eBay.~~

below.

NAME	DSUS HELD AS OF 12/31/23 (#)		TOTAL RSUS HELD AS OF 12/31/23 (#)
Adriane M. Brown		—		5,669
Aparna Chennapragada		—		5,669
Logan D. Green		—		5,669
E. Carol Hayles		—		5,669
Shripriya Mahesh		—		5,669
Paul S. Pressler		1,128		7,937
Mohak Shroff		—		5,669
Perry M. Traquina		6,198		5,669

~~Proposals Requiring Your Vote |~~~~Proposal 1 — Election of Directors~~

~~Nominees for Election for a One-Year Term Expiring at Our 2017 Annual Meeting~~


~~Fred D. Anderson Jr., 72~~ ~~Director Since~~~~: 2003~~ ~~eBay Board Committees:~~ • ~~Audit Committee (Chair; Audit Committee Financial Expert)~~ ~~Other Public Company Boards:~~ • ~~Yelp Inc. (since 2011)~~		~~Director Qualifications~~
		•~~Financial Expertise:~~ Extensive financial experience, having served as the Chief Financial officer of Apple Inc., one of the world’s largest consumer electronics companies, for eight years, and the Chief Financial Officer of Automatic Data Processing, one of the world’s largest providers of business processing solutions, for four years. •~~Technology Industry Experience:~~ ~~Former Chief Financial Officer of two large, innovative global technology companies, as well as extensive experience as a board member of public technology companies.~~ •~~Transactional Experience:~~ ~~Significant experience in all aspects of analyzing and executing sophisticated corporate transactions with very large and sophisticated technology businesses and at Elevation Partners.~~ •~~Leadership:~~ ~~Co-Founder and Managing Director of Elevation Partners and NextEquity Partners.~~
		~~Experience~~ Mr. Anderson serves as a Managing Director of NextEquity Partners, a firm he co-founded in July 2015, and Elevation Partners, a firm he co-founded in July 2004, focusing on venture and private equity investments in technology and digital media companies. From 1996 until 2004, Mr. Anderson served as Executive Vice President and Chief Financial Officer of Apple Inc. From 1992 until 1996, Mr. Anderson served as Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc. Prior to that, Mr. Anderson was the Chief Operating Officer and President of MAI Systems. Mr. Anderson currently serves on the Board of Directors of Yelp Inc. On April 24, 2007, the SEC filed a complaint against Mr. Anderson and another former officer of Apple. The complaint alleged that Mr. Anderson failed to take steps to ensure that the accounting for an option granted in 2001 to certain executives of Apple, including himself, was proper. Simultaneously with the filing of the complaint, Mr. Anderson settled with the SEC, neither admitting nor denying the allegations in the complaint. In connection with the settlement, Mr. Anderson agreed to a permanent injunction from future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 and Section 16(a) of the Exchange Act and Rules 13b2-2 and 16a-3 thereunder, and from aiding and abetting future violations of Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, and 14a-9 thereunder. He also agreed to disgorge approximately $3.5 million in profits and interest from the option he received and to pay a civil penalty of $150,000. Under the terms of the settlement, Mr. Anderson may continue to act as an officer or director of public companies. Mr. Anderson was formerly a Certified Public Accountant with Coopers & Lybrand and a captain in the U.S. Air Force. Mr. Anderson also serves on the Board of Trustees for Whittier College and also serves on the Advisory Board for Stanford Athletics. Mr. Anderson received his B.A. from Whittier College and his M.B.A. from the University of California, Los Angeles.

~~Proposals Requiring Your Vote |~~~~Proposal 1 — Election of Directors~~


~~Edward W. Barnholt, 73~~ ~~Director Since~~~~: 2005~~ ~~eBay Board Committees:~~ • ~~Compensation Committee (Chair)~~ ~~Other Public Company Boards:~~ • ~~Adobe Systems Incorporated (since 2005)~~ • ~~KLA-Tencor Corporation (since 1997)~~		~~Director Qualifications~~
		•~~Technology Industry Experience:~~ ~~Over 49 years working in the technology sector at some of the largest and most complex companies in the industry, including Agilent Technologies, Inc. and Hewlett-Packard Company.~~ •~~Transactional/M&A Experience:~~ ~~Helped lead the spin-off of Agilent from Hewlett-Packard Company in 1999.~~ •~~Leadership:~~ Mr. Barnholt has extensive leadership experience as Chief Executive Officer of Agilent Technologies for six years and extensive experience serving as a Chairman and board member of companies, including KLA-Tencor (where he also serves as the Non-Executive Chairman and the Chairman of the Nominating and Governance Committee) and Adobe Systems (where he also serves on the Compensation Committee and is the Chair of the Nominating and Governance Committee).
		~~Experience~~ Mr. Barnholt served as President and Chief Executive Officer of Agilent Technologies, Inc., a measurement company, from 1999 until his retirement in 2005. He helped lead Agilent’s spin-off from Hewlett-Packard Company in 1999. From 1966 to 1999, Mr. Barnholt held various positions at Hewlett-Packard Company. Mr. Barnholt currently serves on the Board of Directors of KLA-Tencor Corporation and Adobe Systems Incorporated. ~~Mr. Barnholt also serves on the Board of Trustees of the David and Lucile Packard Foundation. Mr. Barnholt received his B.S. and M.S. from Stanford University.~~


~~Anthony J. Bates, 49~~ ~~Director Since~~~~: 2015~~ ~~eBay Board Committees:~~ • ~~Compensation Committee~~ ~~Other Public Company Boards:~~ • ~~GoPro, Inc. (since 2014)~~ • ~~VMware, Inc. (since February 2016)~~		~~Director Qualifications~~
		•~~Technology Industry Experience:~~ ~~Extensive executive leadership experience in the technology industry, including the management of worldwide operations, sales, service and support areas.~~ •~~Leadership:~~ As a board member of GoPro, Inc. and its former President, former Executive Vice President, Business Development and Evangelism at Microsoft Corporation, former Chief Executive Officer of Skype Inc. and former Senior Vice President of Cisco Systems, Inc., Mr. Bates brings strong leadership expertise to the board.
		~~Experience~~ Mr. Bates was the President of GoPro, Inc., which makes and sells versatile capture devices to enable people to capture photo and video content, from June 2014 until December 2016. From June 2013 until March 2014, Mr. Bates was the Executive Vice President, Business Development and Evangelism, of Microsoft Corporation, a software company. Mr. Bates was the Chief Executive Officer of Skype Inc., a provider of software applications and related Internet communications products, from October 2010 until its acquisition by Microsoft in 2011, subsequent to which Mr. Bates served as the President of Microsoft’s Skype Division until June 2013. From 1996 to 2010, Mr. Bates served in various roles at Cisco Systems, Inc., a networking equipment provider, most recently as Senior Vice President and General Manager of the Enterprise Group. Mr. Bates currently serves on the Board of Directors of GoPro, Inc. and VMware, Inc., a cloud and virtualization software and services company.

~~Proposals Requiring Your Vote |~~~~Proposal 1 — Election of Directors~~


~~Logan D. Green, 33~~ ~~Director Since:~~~~2016~~ ~~eBay Board Committees:~~ • ~~Corporate Governance and Nominating Committee~~ ~~Other Public Company Boards:~~ • ~~None~~		~~Director Qualifications~~
		•~~Technology Industry Experience:~~ ~~Extensive executive and entrepreneurial leadership experience in the technology industry.~~ •~~Leadership:~~ ~~As Chief Executive Officer and co-founder of Lyft Inc., an on-demand transportation company operating in 300 cities across the U.S., Mr. Green brings strong leadership experience to the Board.~~
		~~Experience~~ Mr. Green has served as the Chief Executive Officer and co-founder of Lyft Inc. the on-demand transportation company since 2012. Lyft Inc. grew out of Zimride, a rideshare company previously co-founded by Mr. Green in 2007. Zimride was acquired by Enterprise Rent-a-car. Prior to founding Zimride, Mr. Green created the first car-share program at UC Santa Barbara and served on the Board of the Santa Barbara Metropolitan Transit District. ~~Mr. Green received his B.A. in Business Economics from the University of California, Santa Barbara.~~


~~Bonnie S. Hammer, 66~~ ~~Director Since:~~ ~~2015~~ ~~eBay Board Committees:~~ • ~~Compensation Committee~~ ~~Other Public Company Boards:~~ • ~~IAC/InteractiveCorp (since 2014)~~		~~Director Qualifications~~
		•~~Media Experience:~~ ~~Industry leader in media for over 40 years, with expertise in network programming, production, marketing, and multiplatform branding.~~ •~~Leadership:~~ ~~As Chairman of NBCUniversal Cable Entertainment, Ms. Hammer’s executive oversight of prominent cable brands and production studios provides the board with strong leadership experience.~~
		~~Experience~~ Ms. Hammer has been Chairman of NBCUniversal Cable Entertainment, a division of the cable network and entertainment company, NBCUniversal, since 2010. In this capacity, Ms. Hammer has executive oversight of leading cable brands including USA Network, Bravo, Syfy, E! Entertainment, Oxygen and Sprout. She also oversees two Hollywood studios: Universal Cable Productions, which produces scripted content for linear television networks and digital streaming outlets, and Wilshire Studios, which specializes in the production of unscripted content. When Ms. Hammer joined NBCUniversal in 2004, she was named President of USA Network and Syfy, having served as President of Syfy from 2001 to 2004. She held other senior executive positions at Syfy and USA Network from 1989 to 2000. Before that, she was an original programming executive at Lifetime Television Network from 1987 to 1989. Ms. Hammer has served on the boards of ShopNBC, a 24-hour TV Shopping network, the International Radio and Television Society, and the Ad Council. Ms. Hammer also serves on the Board of Directors of IAC/InteractiveCorp and currently holds an advisory role with Boston University’s College of Communication. Ms. Hammer also serves as a Governor on the Board of Governors for the Motion Picture & Television Fund. ~~Ms. Hammer holds a bachelor’s degree in communications and a master’s degree in media and new technology from Boston University.~~

~~Proposals Requiring Your Vote |~~~~Proposal 1 — Election of Directors~~


~~Kathleen C. Mitic, 47~~ ~~Director Since:~~ ~~2011~~ ~~eBay Board Committees:~~ • ~~Compensation Committee~~ • ~~Corporate Governance and Nominating Committee (Chair)~~ ~~Other Public Company Boards:~~ • ~~Restoration Hardware Holdings, Inc. (since 2013)~~		~~Director Qualifications~~
		•~~Product and Marketing Experience:~~ Ms. Mitic has expertise in global products and marketing. Ms. Mitic led Global Platform and Mobile Marketing at Facebook, Inc., one of the world’s most recognized social networking companies, and led Global Products Marketing at Palm, Inc. •~~Leadership:~~ Ms. Mitic has served in executive positions within the industry as listed above, including at major global consumer-facing technology companies, for the past fourteen years. She has experience building and operating technology companies as the founder and Chief Executive Officer of Sitch, Inc. and the Vice President and General Manager of Yahoo! Inc. Her extensive experience as an entrepreneur is particularly relevant to our Company.
		~~Experience~~ Ms. Mitic is the Founder and Chief Executive Officer of Sitch, Inc. (formerly known as Three Koi Labs, Inc.), a mobile start-up company formed in 2012. From 2010 to 2012, Ms. Mitic served as Director of Platform and Mobile Marketing for Facebook, Inc., a social networking service. From 2009 to 2010, Ms. Mitic served as Senior Vice President, Product Marketing of Palm, Inc., a smartphone manufacturer. Ms. Mitic currently serves on the Board of Directors of Restoration Hardware Holdings, Inc. (where she serves as a member of the Audit Committee). She also serves on the Board of Directors of Sitch, Inc. and Special Olympics International. ~~Ms. Mitic received her B.A. from Stanford University and her M.B.A. from Harvard Business School.~~


~~Pierre M. Omidyar, 49~~ ~~Director Since:~~ ~~1996~~ ~~eBay Board Committees:~~ • ~~None~~ ~~Other Public Company Boards:~~ • ~~PayPal Holdings, Inc. (since 2015)~~		~~Director Qualifications~~
		•~~Technology Industry Experience:~~ Mr. Omidyar has extensive experience as a technologist and innovator in our industry. His knowledge of the industry and long history of driving innovation provide important expertise to our technology-driven and innovation-focused Company. •~~Leadership:~~ As the founder of eBay, Mr. Omidyar brings to the Board a deep understanding of the business and a long-standing history as a leader within our Company and the technology industry. In addition to eBay, Mr. Omidyar serves on the Board of Directors of PayPal Holdings Inc. and founded several other innovative businesses, including the Omidyar Network and First Look Media. His extensive experience as an entrepreneur is particularly relevant to our Company.
		~~Experience~~ Pierre M. Omidyar is a philanthropist, technologist, and innovator. Mr. Omidyar founded eBay in September 1995 and has served as a Board member of eBay Inc. since May 1996, and as Chairman of the Board from May 1996 to July 2015. He has served as director of PayPal Holdings Inc. since July 2015. Mr. Omidyar is an active philanthropist and is deeply engaged in the philanthropic organizations he founded with his wife, including: Democracy Fund, HopeLab, Humanity United, Omidyar Network, and Ulupono Initiative. In addition, Mr. Omidyar is co-founder and publisher of Civil Beat, a nonprofit news service dedicated to serving Hawaii’s public interest through investigative journalism. He is also the founder and publisher of First Look Media, a new-model media company devoted to supporting independent voices, from fearless investigative journalism and documentary filmmaking to smart, provocative entertainment. Mr. Omidyar serves on the Board of Trustees of Omidyar-Tufts Microfinance Fund, Punahou School, and Santa Fe Institute. ~~Mr. Omidyar received his B.S. from Tufts University.~~

TABLE OF CONTENTS

~~Proposals Requiring Your Vote |~~~~Proposal 1 — Election of Directors~~


~~Paul S. Pressler, 60~~ ~~Director Since:~~ ~~2015~~ ~~eBay Board Committees:~~ • ~~Audit Committee~~ • ~~Corporate Governance and Nominating Committee~~ ~~Other Public Company Boards:~~ • ~~SiteOne Landscape Supply, Inc. (since 2013)~~		~~Director Qualifications~~
		•~~Financial Expertise:~~ ~~Mr. Pressler has been a partner at the private equity firm Clayton, Dubilier & Rice, LLC (“CD&R”) since 2009.~~ •~~Leadership:~~ As the Chair of the Board of Directors of AssuraMed, Mr. Pressler worked closely with CD&R management to improve AssuraMed’s business performance, which ultimately resulted in the sale of AssuraMed to Cardinal Health. Additionally, Mr. Pressler serves as Chairman and Interim Chief Executive Officer of David’s Bridal, Inc., and Chairman of SiteOne Landscape Supply, Inc. He also serves on the Board of Directors of The DryBar, Inc, and Drive Devilbiss Healthcare. He previously served as President and Chief Executive Officer of Gap Inc. and spent 15 years in senior leadership roles at The Walt Disney Company, including President of The Disney Stores.
		~~Experience~~ Mr. Pressler has been a Partner of Clayton, Dubilier & Rice LLC, a private equity investment firm, since 2009. He is currently Chairman and Interim Chief Executive Officer of David’s Bridal, a retail company specializing in formalwear, and Chairman of SiteOneLandscape Supply, a company specializing in green industry supplies. He also served as Chairman of AssuraMed from 2010 to 2013. Mr. Pressler served as President and Chief Executive Officer of Gap Inc. for five years, from 2002 to 2007. Before that, he spent 15 years in senior leadership roles with The Walt Disney Company, including Chairman of the global theme park and resorts division, President of Disneyland, and President of The Disney Stores. ~~Mr. Pressler received his B.S. from the State University of New York at Oneonta.~~


~~Robert H. Swan, 56~~ ~~Director Since:~~ ~~2015~~ ~~eBay Board Committees:~~ • ~~None~~ ~~Other Public Company Boards:~~ • ~~None~~		~~Director Qualifications~~
		•~~Financial Expertise:~~ ~~Mr. Swan has been an Executive Vice President and Chief Financial Officer at Intel Corporation since 2016.~~ •~~Leadership:~~ Mr. Swan brings extensive business leadership expertise to the Board. He previously served as an Operating Partner of General Atlantic. He also served as the Senior Vice President, Finance, and Chief Financial Officer at eBay Inc. In addition, Mr. Swan served as CFO at Electronic Data Systems Corp., TRW, Inc., and Webvan Group, Inc.
		~~Experience~~ Mr. Swan joined Intel Corporation, a multinational technology company, in 2016 and serves as its Executive Vice President and Chief Financial Officer. From 2015 to 2016, Mr. Swan served as an Operating Partner of General Atlantic, a global equity firm. From 2006 to 2015, Mr. Swan served as Senior Vice President, Finance, and Chief Financial Officer at eBay, where he oversaw all aspects of the Company’s finance function, including controllership, financial planning and analysis, tax, treasury, audit, mergers and acquisitions, and investor relations. Prior to eBay, Mr. Swan served as Chief Financial Officer at Electronic Data Systems Corp., TRW, Inc., and Webvan Group, Inc. Mr. Swan began his career at General Electric, where he spent 15 years in numerous senior finance roles, including divisional Chief Financial Officer for GE Transportation Systems, GE Healthcare Europe, and GE Lighting. ~~Mr. Swan received his B.S. from the State University of Buffalo and his M.B.A. from the State University of New York at Binghamton.~~

[MISSING IMAGE: ph_smilingcouple-pn.jpg]

~~Proposals Requiring Your Vote |~~~~Proposal 1 — Election of Directors~~


~~Thomas J. Tierney, 63~~ ~~Director Since:~~ ~~2003~~ ~~eBay Board Committees:~~ • ~~Compensation Committee~~ • ~~Corporate Governance and Nominating Committee~~ • ~~Chairman of the Board~~ ~~Other Public Company Boards:~~ • ~~None~~		~~Director Qualifications~~
		•~~Nonprofit and Philanthropic Leader:~~ Mr. Tierney is a social entrepreneur and recognized leader in the non-profit world. He frequently speaks and writes on a variety of topics related to non-profit leadership and philanthropy. Mr. Tierney also is Chair of the Harvard Business School Initiative on Social Enterprise and serves on the Harvard Business School’s Dean’s Advisory Board. •~~Management and Strategy/Leadership Consulting Experience:~~ Mr. Tierney has extensive management experience as Chairman of The Bridgespan Group and Chief Executive of Bain & Company. Over 35 years of experience providing strategy and leadership consulting to CEOs across a range of industries. •~~Leadership:~~ ~~Mr. Tierney helped lead Bain & Company through a highly successful turnaround.~~
		~~Experience~~ Mr. Tierney is Chairman and co-founder of The Bridgespan Group, a non-profit organization that collaborates with mission-driven leaders and organizations to help accelerate social impact, and he has been its Chairman of the Board since late 1999. From 1980 to 2000, he held various positions at Bain & Company, including serving as its CEO from 1992 to 2000. ~~Mr. Tierney currently serves on many charitable boards, including the global board of The Nature Conservancy (where he currently serves as the Chairman), and The Woods Hole Oceanographic Institution.~~ ~~Mr. Tierney received his B.A. from the University of California at Davis and his M.B.A. from Harvard Business School.~~


~~Perry M. Traquina, 60~~ ~~Director Since:~~ ~~2015~~ ~~eBay Board Committees:~~ • ~~Audit Committee~~ • ~~Corporate Governance and Nominating Committee~~ ~~Other Public Company Boards:~~ • ~~Morgan Stanley (since 2015)~~ • ~~Allstate Corporation (since 2016)~~		~~Director Qualifications~~
		•~~Investment/Finance Experience:~~ ~~Mr. Traquina brings significant expertise in finance and global investment management with more than 34 years of experience at Wellington Management Company LLP.~~ •~~Leadership:~~ Mr. Traquina’s experience as a former Chairman, CEO, and Managing Partner of Wellington Management Company LLP adds to the strong leadership expertise of the Board. He also serves on the Board of Directors of Morgan Stanley and Allstate Corporation.
		~~Experience~~ Mr. Traquina is the former Chairman, Chief Executive Officer, and Managing Partner of Wellington Management Company LLP, a global investment management firm. Mr. Traquina held this position for a decade until his retirement from the firm in 2014. During his 34-year career at Wellington, he was an investor for 17 years and a member of the management team for the other half of his time at the firm. ~~Mr. Traquina received his B.A. from Brandeis University and his M.B.A. from Harvard University.~~

~~Proposals Requiring Your Vote |~~~~Proposal 1 — Election of Directors~~


~~Devin N. Wenig, 50~~ ~~Director Since:~~ ~~2015~~ ~~eBay Board Committees:~~ • ~~None~~ ~~Other Public Company Boards:~~ • ~~None~~		~~Director Qualifications~~
		•~~Technology Industry Experience:~~ ~~Mr. Wenig was President of eBay’s Marketplaces business from 2011 to July 2015. Mr. Wenig was also CEO of Thomson Reuters Markets, which included significant software and internet businesses.~~ •~~Marketing Expertise:~~ Mr. Wenig previously served in a number of marketing leadership positions at Reuters, including Managing Director of Marketing at Reuters Information, Executive Vice President of Marketing at Reuters America, and Executive Vice President of Marketing at Reuters Holding Switzerland SA. •~~Leadership:~~ Mr. Wenig brings significant leadership experience to the Board, because he is the President and CEO of eBay, and he previously served as CEO of Thomson Reuters Markets and was a member of the Board of Directors of Reuters Group PLC (Reuters).
		~~Experience~~ Mr. Wenig has been President and CEO at eBay since July 2015. From 2011 to July 2015, Mr. Wenig served as President of eBay’s Marketplaces business. Previously, Mr. Wenig spent 18 years at Thomson Reuters, where he served as CEO of its largest division, Thomson Reuters Markets, from 2008 to 2011. In that role, he led the global financial services and media businesses, which provide information, analytics and technology services to professionals in the financial services, media, and corporate markets globally, as well as to individuals through its consumer media arm. From 2006 to 2008, Mr. Wenig was Chief Operating Officer of Reuters, a provider of financial market data. In that role, he led Reuters’ consumer media and Internet strategy and was responsible for the company’s data, information, and analytical products, as well as the sales, information technology, and global marketing functions. Prior to that, Mr. Wenig served on the Reuters Board of Directors and was president of Reuters’ Business Divisions from 2003 to 2006, where he was responsible for leading the revitalization of Reuters and its four business segments. Mr. Wenig currently is a member of the Business Council. He also serves as the co-chair of the World Economic Forum’s Consumer Industries Steering Committee and as a Trustee of the Paley Center for Media. ~~Mr. Wenig received his B.A. from Union College and his J.D. from Columbia University School of Law.~~

~~Proposals Requiring Your Vote |~~~~Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation~~

~~Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation~~


		~~Proposal Snapshot~~
		~~Proposal Snapshot~~
		~~What is being voted on~~. ~~Advisory vote to approve named executive officer compensation.~~ ~~Board recommendation.~~~~The Board recommends a voteFOR~~ ~~Proposal 2.~~

In accordance with the requirements of Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as described in the Compensation Discussion and Analysis, compensation tables, and related narrative discussion of such compensation included in this322024 Proxy Statement

As discussed in the Compensation Discussion and Analysis, the Compensation Committee of the Board is committed to an executive compensation program that is aligned with our business goals, culture, and stockholder interests. We believe a competitive compensation program that is highly performance-based is key to delivering long-term stockholder returns.

~~Our executive compensation program is designed to:~~

~~align compensation with our business objectives, performance and stockholder interests;~~

~~motivate executive officers to enhance short-term results and long-term stockholder value;~~

~~position us competitively among the companies against which we recruit and compete for talent; and~~

~~enable us to attract, reward and retain executive officers and other key employees who contribute to our long-term success.~~

To achieve these objectives, our executive compensation program has three principal components: long-term equity compensation, an annual cash incentive, and base salary. The Compensation Committee seeks to have our named executive officers’ total compensation heavily weighted to variable, performance-based compensation by delivering a majority of compensation in the form of performance-based restricted stock units and annual cash incentives. Performance-based restricted stock units are granted based on our achievement of financial performance goals over a two-year performance period. Under our annual cash incentive plan, 75% of each named executive officer’s target bonus for 2016 was based on Company financial performance with the remaining 25% based on individual performance; there is no payout for individual performance unless thresholds for Company performance are met. We also granted time-based restricted stock units, the value of which depends on the performance of the Company’s stock.

The Compensation Committee believes that the goals of our executive compensation program are appropriate and that the program is properly structured to achieve those goals. We have engaged in ongoing discussions with our investors, who generally support those goals and the program, and we believe our stockholders as a whole should support them as well.

We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote “~~FOR~~~~” the following resolution at the Annual Meeting:~~

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2016 Summary Compensation Table, and the other related tables and disclosures.”

While the say-on-pay vote is advisory, and therefore not binding on the Company, the Board and the Compensation Committee value the opinions of our stockholders and will take into account the outcome of this vote in considering future compensation arrangements. It is expected that the next say-on-pay vote will occur at the 2018 annual meeting.

~~Proposals Requiring Your Vote |~~

Proposal ~~3 — Advisory Vote to Approve the Frequency with which the Advisory Vote to Approve Named Executive Officer Compensation Should Be Held~~

~~Proposal 3 — Advisory Vote to Approve the Frequency with which the Advisory Vote to Approve Named Executive Officer Compensation Should Be Held~~


		~~Proposal Snapshot~~
		~~Proposal Snapshot~~
		~~What is being voted on.~~ ~~Advisory vote to approve the frequency with which the advisory vote to approve named executive officer compensation should be held.~~ ~~Board recommendation.~~ ~~The Board recommends a frequency ofEVERY YEARfor Proposal 3.~~

We are asking stockholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers (i.e., the frequency of a say-on-pay vote). This proposal is commonly known as a “say-on-frequency” proposal. Stockholders may indicate whether they would prefer an advisory vote on executive compensation every year, every two years, or every three years, or they may abstain from voting on this proposal. We have historically solicited an advisory vote on executive compensation every year, and the Board believes that continuing to hold such a vote every year is advisable for a number of reasons, including the following:

~~an annual advisory vote enables our stockholders to provide the Company with input regarding the compensation of our named executive officers on a timely basis; and~~

an annual advisory vote on compensation of our named executive officers is consistent with our policy of seeking input from our stockholders on corporate governance matters and our compensation philosophy, policies, and practices for our named executive officers.

Stockholders are not voting to approve or disapprove the Board’s recommendation. Instead, you may cast your vote on your preferred voting frequency by choosing any of the following four options with respect to this proposal: “every year,” “every two years,” “every three years,” or “abstain.” For the reasons discussed above, we are asking our stockholders to vote for a frequency of “every year.”

The say-on-frequency vote is advisory and therefore not binding on the Company, the Board, or the Compensation Committee. The Board and the Compensation Committee value the opinions of our stockholders and will take into account the outcome of this vote in considering the frequency with which the advisory vote on compensation of our named executive officers will be held in the future.

~~Proposals Requiring Your Vote |~~~~Proposal 4 —~~2: Ratification of Appointment of Independent Auditors

~~Proposal 4 — Ratification of Appointment of Independent Auditors~~


		~~Proposal Snapshot~~
		~~Proposal Snapshot~~
		~~What is being voted on.~~ ~~Ratification of appointment of independent auditors.~~ ~~Board recommendation.~~ ~~The Board and the Audit Committee recommend a voteFOR~~ ~~Proposal 4.~~

Audit Matters

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent auditors retained to audit our consolidated financial statements. We have appointed PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for the fiscal year ending December 31, ~~2017.~~2024. PwC has ~~audited~~served as our ~~historical consolidated financial statements for all annual periods~~auditors since ~~our incorporation in 1996.~~1997. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent audit firm. Further, in conjunction with the mandated rotation of the independent audit firm’s lead engagement partner, the Audit Committee will continue to be directly involved in the selection and evaluation of PwC’s lead engagement partner. The Board and the Audit Committee believe that the continued retention of PwC to serve as our independent auditors is in the best interests of eBay and our stockholders. We expect that representatives of PwC will be present at the Annual Meeting, will have an opportunity to make a statement if they wish, and will be available to respond to appropriate questions.

Our ~~Bylaws~~bylaws do not require the stockholders to ratify the appointment of PwC as our independent auditors. However, we are submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Audit Committee will reconsider whether or not to retain PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of eBay and our stockholders.


The Board and the Audit ~~and Other Professional Fees~~ Committee recommend a vote FOR this proposal.

TABLE OF CONTENTS

2024 Proxy Statement33

Audit and Other Professional Fees

During the fiscal years ended December 31, ~~2016~~2023 and December 31, ~~2015,~~2022, fees for services provided by PwC were as follows (in thousands):

Year Ended December 31,
     2016      2015
Audit Fees⁽¹⁾
     $ 9,362           $ 15,951
Audit-Related Fees
     1,609           1,447
Tax Fees
     70           280
All Other Fees⁽²⁾
     512           2,360
Total
     $ 11,553           $ 20,038

⁽¹⁾	~~Higher in 2015 due to distribution of PayPal ($4.4 million), sale of our Enterprise segment ($3.1 million) and additional work on eBay discontinued operations ($2.0 million)~~

⁽²⁾	For 2015 and 2016, includes approximately $0.5 million and $0.4 million, respectively, of lease payments to PwC Russia for office space in Russia pursuant to a sublease arrangement negotiated on an arm’s-length basis.

	YEAR ENDED DECEMBER 31,
	2023			2022
Audit Fees		$	7,921		$	9,709
Audit-Related Fees(1)			250			606
Tax Fees			500			364
All Other Fees			26			33
Total		$	8,697		$	10,712

(1)

Audit-Related Fees for 2023 relate to the UK Safeguarding audit requirement.

“Audit Fees” consist of fees incurred for services rendered for the audit of eBay’s annual financial statements, review of financial statements included in eBay’s quarterly reports on Form 10-Q, other services normally provided in connection with statutory and regulatory filings, and for attestation services related to compliance with the Sarbanes-Oxley Act of ~~2002, and services rendered in connection with securities offerings.~~2002. “Audit-Related Fees” consist of fees incurred for ~~due diligence procedures in connection with acquisitions~~other attestation engagements and ~~divestitures and consultation~~consultations regarding financial accounting and reporting matters. “Tax Fees” consist of fees incurred for ~~transfer pricing consulting services,~~ tax planning and advisory services, and tax compliance services. “All Other Fees” consist of fees incurred for permitted services not included in the category descriptions provided above with respect to “Audit Fees,” “Audit-Related Fees,” and “Tax Fees,” and include fees for consulting services, compliance-related services, and software ~~licenses, as well as the lease payments described above.~~

licenses.

~~Proposals Requiring Your Vote |~~~~Proposal 4 — Ratification of Appointment of Independent Auditors~~

The Audit Committee has determined that the non-audit services rendered by PwC were compatible with maintaining its independence. All such non-audit services were pre-approved by the Audit Committee pursuant to the pre-approval policy set forth below.

~~Audit Committee Pre-Approval Policy~~

Audit Committee Pre-Approval Policy

The Audit Committee has adopted a policy requiring the pre-approval of any non-audit engagement of PwC. In the event that we wish to engage PwC to perform accounting, technical, diligence, or other permitted services not related to the services performed by PwC as our independent registered public accounting firm, our internal finance personnel will prepare a summary of the proposed engagement, detailing the nature of the engagement, the reasons why PwC is the preferred provider of such services, and the estimated duration and cost of the engagement. This information will be provided to our Audit Committee or a designated Audit Committee member, who will evaluate whether the proposed engagement will interfere with the independence of PwC in the performance of its auditing services and decide whether the engagement will be permitted.

On an interim basis, any non-audit engagement may be presented to the Chair of the Audit Committee for approval and to the full Audit Committee at its next regularly scheduled meeting.

~~Audit Committee Report~~

Auditor Independence

We ~~constitute~~have taken a number of steps to ensure continued independence of our outside auditors. Our independent auditors report directly to the Audit Committee, and we limit the use of ~~the Board.~~our auditors for non-audit services. The fees for services provided by our auditors in 2022 and 2023 and our policy on pre-approval of non-audit services are described above.

TABLE OF CONTENTS

342024 Proxy Statement

Audit ~~Committee’s responsibility is to provide assistance and guidance to the Board in fulfilling its oversight responsibilities to eBay’s stockholders with respect to:~~

Committee Report

~~eBay’s corporate accounting and reporting practices;~~

~~eBay’s compliance with legal and regulatory requirements;~~

~~The independent auditors’ qualifications and independence;~~

~~The performance of eBay’s internal audit function and independent auditors;~~

~~The quality and integrity of eBay’s financial statements and reports;~~

~~Reviewing and approving all audit engagement fees and terms, as well as all non-audit engagements with the independent auditors; and~~

~~Producing this report.~~

The Audit Committee ~~members are not professional accountants or auditors,~~has reviewed and ~~these functions are not intended to replace or duplicate the activities of~~discussed with our management ~~or the independent auditors. Management has primary responsibility for preparing the~~our audited consolidated financial statements and designing and assessing the effectiveness of internal control over financial reporting. Management and the internal auditing department are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. PwC, eBay’s independent auditors, are responsible for planning and carrying out an audit of eBay’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and eBay’s internal control over financial reporting, expressing an opinion on the conformity of eBay’s audited financial statements with generally accepted accounting principles as well as the effectiveness of eBay’s internal control over financial reporting, reviewing eBay’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures.

~~During 2016 and in early 2017, in connection with the preparation of eBay’s Annual Report on Form 10-K~~ for the year ended December 31, ~~2016, and in fulfillment of our oversight responsibilities, we did the following, among other things:~~

2023.

~~Discussed with PwC the overall scope of and plans for their audit;~~

Reviewed, upon completion of the audit, the financial statements to be included in the Form 10-K and management’s report on internal control over financial reporting and discussed the audited financial statements and eBay’s internal control over financial reporting with management;

~~Proposals Requiring Your Vote |~~~~Proposal 4 — Ratification of Appointment of Independent Auditors~~

Conferred with PwC and with senior management of eBay regarding the scope, adequacy, and effectiveness of internal accounting and financial reporting controls (including eBay’s internal control over financial reporting) in effect;

~~Instructed PwC that the independent auditors are ultimately accountable to the Board and the~~The Audit Committee ~~as representatives of the stockholders;~~

Discussed with PwC, both during and after completion of their audit processes, the results of their audit, including PwC’s assessment of the quality and appropriateness, not just acceptability, of the accounting principles applied by eBay, the reasonableness of significant judgments, the nature of significant risks and exposures, the adequacy of the disclosures in the financial statements, as well as other matters required to be communicated under generally accepted auditing standards, including the matters required by applicable accounting standards; and

Obtained from PwC, in connection with the audit, a timely report relating to eBay’s annual audited financial statements describing all critical accounting policies and practices to be used, all alternative treatments of financial information within generally accepted accounting principles that werehas discussed with ~~management, ramifications of the use of such alternative disclosures and treatments, the treatment preferred by PwC, and any material written communications between PwC and management.~~

Our Audit Committee held nine meetings in 2016. Throughout the year, we conferred with PwC, eBay’s internal audit team, and senior management in separate executive sessions to discuss any matters that the Audit Committee, PwC, the internal audit team, or senior management believed should be discussed privately with the Audit Committee. We have direct and private access to both the internal and external auditors of eBay.

~~We have discussed with PwC~~PricewaterhouseCoopers LLP (“PwC”), our independent registered public accounting firm, the matters required to be discussed by the ~~statement on Auditing Standards No. 16 (Communication with Audit Committees)~~applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the U.S. Securities and Exchange Commission (the “SEC”).

The Audit Committee has also received the written disclosures and the letter from PwC required by applicable requirements of the ~~applicable Public Company Accounting Oversight Board requirements for independent accountant~~PCAOB regarding PwC’s communications with ~~audit committees~~the Audit Committee concerning ~~auditor~~ independence, and the Audit Committee has discussed the independence of PwC with that firm. We have concluded that PwC’s provision to eBay and its affiliates of the non-audit services reflected under “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” above is compatible with PwC’s obligation to remain independent.

We have also established procedures for the receipt, retention, and treatment of complaints received by eBay regarding accounting, internal accounting controls, or auditing matters and for the confidential anonymous submission by eBay employees of concerns regarding questionable accounting or auditing matters.

~~After reviewing the qualifications of the current members of~~

Based on the Audit ~~Committee,~~Committee’s review and ~~any relationships they may have with eBay that might affect their independence from eBay, the Board determined that each member of~~discussions noted above, the Audit Committee meets the independence requirements of The NASDAQ Stock Market and of Section 10A of the Exchange Act, that each member is able to read and understand fundamental financial statements, and that Mr. Anderson qualifies as an “audit committee financial expert” under the applicable rules promulgated pursuant to the Exchange Act. The Audit Committee operates under a written charter adopted by the Board. The current Audit Committee Charter is available on the corporate governance section of eBay’s investor relations website at https://investors.ebayinc.com/corporate-governance.cfm. Any future changes in the Audit Committee charter or key practices will also be reflected on the website.

~~Based on our reviews and discussions described above, we~~ recommended to the Board ~~and the Board approved, the inclusion~~ of ~~the~~Directors that our audited consolidated financial statements be included in ~~eBay’s~~our Annual Report on Form 10-K for the year ended December 31, ~~2016, which eBay filed~~2023 for filing with the ~~SEC on February 6, 2017. We have also approved the appointment of PwC as our independent auditors for the fiscal year ending December 31, 2017.~~

~~AUDIT COMMITTEE~~

SEC.

Audit Committee


	E. Carol Hayles (Chair)
~~Fred D. Anderson~~Aparna Chennapragada		~~Paul S. Pressler~~	Perry M. Traquina


	Zane Rowe

~~Proposals Requiring Your Vote |~~~~Proposal 5 — Stockholder Proposal regarding Right to Act by Written Consent~~

~~Proposal 5 — Stockholder Proposal regarding Right to Act by Written Consent~~


		~~Proposal Snapshot~~
		~~Proposal Snapshot~~
		~~What is being voted on.~~ ~~Stockholder Proposal Regarding Right to Act by Written Consent.~~ ~~Board recommendation.~~ ~~The Board recommends a voteAGAINST~~ ~~the stockholder proposal based on the reasons set forth in eBay’s Statement of Opposition following the stockholder proposal.~~

John Chevedden, whose address is 2215 Nelson Avenue, Redondo Beach, California, has advised the Company that he intends to present the following stockholder proposal at the 2017 Annual Meeting. Mr. Chevedden has indicated that he holds no fewer than 100 shares of eBay common stock.

The text of the stockholder proposal and supporting statement appear exactly as received by eBay unless otherwise noted. All statements contained in the stockholder proposal and supporting statement are the sole responsibility of the proponent. The stockholder proposal may contain assertions about the Company or other matters that we believe are incorrect, but we have not attempted to refute all of those assertions.

The stockholder proposal will be voted on at the 2017 Annual Meeting only if properly presented by or on behalf of the proponent. Adoption of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy. Abstentions will be counted as present for purposes of this vote and therefore will have the same effect as a vote against this stockholder proposal. Broker non-votes will not be counted as present and are not entitled to vote on this proposal.

~~Proposal [4] – Right to Act by Written Consent~~

Resolved, Shareholders request that our board of directors undertake such steps as may be necessary 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 written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.

This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent. EBAY shareholder gave 46% support to this topic previously which means that the overwhelming number of shareholders who are well versed in the reasons for and against written consent supported this proposal topic.

Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. Taking action by written consent saves the expense of holding a special shareholder meeting. Also our company requires 25% of shareholders to aggregate their shares to call a special meeting – a much higher hill to climb than the 10% of shareholders permitted by Delaware law.

~~Please vote to enhance shareholder value:~~

~~Right to Act by Written Consent — Proposal [4]~~

~~eBay’s Statement of Opposition~~

~~The Board has carefully considered this proposal and does not believe that it is in the best interests of eBay and its stockholders. The Board therefore recommends a voteAGAINST~~ ~~this proposal.~~

~~Proposals Requiring Your Vote |~~~~Proposal 5 — Stockholder Proposal regarding Right to Act by Written Consent~~

eBay regularly engages with and solicits the feedback of its stockholders and is proud of its track record of responsiveness to stockholders. The Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders. We understand that corporate governance is not static – we monitor and evaluate trends and developments in corporate governance and compare and evaluate them against our current practices. The Board recognizes that some stockholders may view the ability to act by written consent as an important right. However, the Board believes that eBay’s existing Bylaw provision that provides stockholders with the right to call special meetings offers a transparent and equitable mechanism for stockholders to raise matters for consideration by the Company, whereas this proposal’s written consent right would enable a limited group of stockholders to act without the same required transparency to all stockholders.

The Board recommends that stockholders vote against this proposal because it believes the written consent process, as set forth in this proposal, is less transparent and less democratic than holding a stockholders meeting, and thus deprives stockholders of a forum for discussion or opportunity to ask questions about proposed actions. Matters that are so important as to require stockholder approval should be communicated in advance so they can be considered and voted upon by all stockholders. This proposal would allow a group of stockholders to take action by written consent without prior communication to all stockholders of the proposed action or reasons for the action. The Board believes that, if implemented, this proposal would disenfranchise stockholders who will not have the opportunity to participate in the process.

eBay’s stockholders have the right to call a special meeting at a twenty-five percent threshold, which is the most common threshold among S&P 500 companies that provide their stockholders with that right. This threshold is half of what would be necessary for stockholders to act by written consent under this proposal. Therefore, any coalition of stockholders proposing to act by written consent could call a special meeting. This right to call a special meeting, along with our established stockholder communication and engagement practices, provides stockholders with opportunities to raise important matters and propose actions for stockholder consideration outside the annual meeting process.

~~Stockholder meetings offer important protections and advantages that are absent from the written consent process under this proposal. The protections and advantages of stockholder meetings include:~~

The meeting and the stockholder vote take place in a transparent manner on a specified date that is publicly announced well in advance, giving all interested stockholders a chance to express their views and cast their votes. [MISSING IMAGE: ft_ebay-bw.jpg]

~~The meeting provides stockholders with a forum for open discussion and consideration of the proposed stockholder action.~~

Accurate and complete information about the proposed stockholder action is widely distributed in a proxy statement before the meeting, which promotes a well-informed discussion and consideration of the merits of the proposed action.

~~The Board is able to analyze and provide a recommendation with respect to actions proposed to be taken at a stockholder meeting.~~

In contrast, adoption of this proposal would make it possible for the holders of a bare majority of shares of eBay common stock outstanding to take significant corporate actions without any prior notice to the Company, the Board or the other eBay stockholders – actions that may have important ramifications for both eBay and its stockholders. This approach would effectively disenfranchise all of those stockholders who do not have (or are not given) the opportunity to participate in the written consent.

~~Proposals Requiring Your Vote |~~~~Proposal 5 — Stockholder Proposal regarding Right to Act by Written Consent~~

The Board also believes that eBay’s strong corporate governance practices make adoption of this proposal unnecessary. In addition to giving stockholders the right to call special meetings, eBay has many other governance provisions that protect and empower stockholders, including:

~~Annual Election of Board of Directors – All eBay directors are elected annually by the stockholders, and stockholders can remove directors with or without cause.~~TABLE OF CONTENTS

~~Majority Voting for Election of Board of Directors – eBay has adopted a majority voting standard for the election of directors in uncontested elections.~~

2024 Proxy Access for Director Nominations – eBay has adopted a proxy access bylaw provision that allows an eligible stockholder or group of stockholders to nominate candidates for election to the Board that be included in eBay’s proxy statement and ballot.

Majority Voting for Charter and Bylaw Amendments – eBay’s charter and Bylaw provisions do not have supermajority voting provisions — stockholders can approve binding charter and bylaw amendments with a majority vote.

~~No Stockholder Rights Plan – eBay does not have a stockholder rights plan (also known as a “poison pill”).~~

Independent Board Leadership – eBay has separated the roles of Chairman of the Board and CEO. The Chairman of the Board is an independent director – as are all of the chairs of the committees of the Board.

Stockholder Engagement – Stockholders can communicate directly with the Board and/or individual directors. In addition, management and members of the Board regularly engage with stockholders to solicit their views on important issues such as executive compensation and corporate governance.Statement35

In summary, the Board believes the adoption of this proposal is unnecessary because of eBay’s commitment to good corporate governance, the right of stockholders to call special meetings and the ability of stockholders to nominate directors through proxy access. The Board also believes that this written consent proposal would circumvent the protections, procedural safeguards and advantages provided to all stockholders by stockholder meetings.

~~The Board of Directors Recommends a VoteAGAINST~~ ~~Proposal 5.~~

~~Unless you specify otherwise, the Board intends the accompanying proxy to be voted against this item.~~

Our Executive Officers

~~Our Executive Officers~~

Executive officers are appointed annually by the Board and serve at the discretion of the Board. Set forth below is information regarding our executive officers as of ~~March 20, 2017.~~

April 25, 2024.


~~Name~~	~~Age~~		~~Position~~	~~Biography~~
~~Devin N. Wenig~~		50	Jamie Iannone Age: 51 Position:President and Chief Executive Officer	Biography Mr. ~~Wenig’s~~Iannone’s biography is set forth above on page 11 under ~~the heading~~ “Proposal ~~1 –~~1: Election of ~~Directors,~~Directors— Director Nominees.” ~~above.~~

~~Stephen Fisher~~

Steve Priest

Age: 54

Position:Senior Vice President, Chief ~~Technology~~Financial Officer

Biography

Mr. ~~Fisher serves~~Priest has served eBay as Senior Vice President, Chief ~~Technology Officer.~~Financial Officer since June 2021. He previously served as Chief Financial Officer of JetBlue Airways Corporation, a position he held from February 2017 to June 2021. Mr. Priest joined JetBlue in August 2015 as Vice President Structural Programs. Prior to JetBlue, he worked at British Airways from 1996 to 2015 where he served as Senior Vice President of its North Atlantic joint venture business with American Airlines, Iberia, and Finnair, as well as in several other leadership roles.


				Cornelius Boone Age: 43 Position: Senior Vice President, Chief People Officer Biography Mr. Boone has served ~~in that capacity since July 2015. He joined~~ eBay ~~in September 2014~~ as Senior Vice President, Chief ~~Technology~~People Officer ~~eBay Marketplaces.~~since February 2021. Prior to joining eBay, ~~Mr. Fisher spent 10 years at Salesforce.com, an enterprise cloud computing company, most recently as its Executive~~he was Vice President, ~~Technology.~~ Human Resources at American Airlines from 2018 to January 2021. Prior to American Airlines, Mr. ~~Fisher currently serves on the Board of Directors of Vonage Holdings Corp.~~Boone was Vice President, Human Resources at Walmart from 2016 to 2018, and ~~Safeguard Scientifics, Inc.~~ Vice President, Human Resources at Walmart Global eCommerce from 2014 to 2016.

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362024 Proxy Statement

Marie Oh Huber

Age: 62

Position:Senior Vice President, Chief Legal ~~Affairs,~~Officer, General Counsel and Secretary

Biography

Ms. Huber serves eBay as Senior Vice President, Chief Legal ~~Affairs,~~Officer, General Counsel and Secretary. She ~~joined eBay in May 2015 and~~ assumed her current role ~~upon the Spin-Off.~~in July 2015. Prior to joining eBay, Ms. Huber spent 15 years at Agilent Technologies, a ~~research, development~~technology and ~~manufacturing~~life sciences company, most recently as Senior Vice President, General Counsel and Secretary.

~~Harry A. Lawton~~

~~Senior Vice President, North America~~

~~Mr. Lawton serves eBay as Senior Vice President, North America. He joined eBay in May 2015. Prior to joining eBay, Mr. Lawton~~ Before Agilent, she spent 10ten years at ~~Home Depot, a home improvement retail company, most recently as Senior Vice President of Merchandising.~~

~~Mr. Lawton currently serves on the Board of Directors of Buffalo Wild Wings.~~

Hewlett‑Packard Company in various positions, and prior to HP she started her career at large law firms in New York and San Francisco.

~~Jae Hyun Lee~~			52			~~Senior Vice President, Asia Pacific~~		Mr. Lee serves eBay as Senior Vice President, eBay Asia Pacific. He has served in that capacity since July 2015. He joined eBay in May 2002 and has held a number of executive roles, most recently as Senior Vice President, eBay Marketplaces Asia Pacific from March 2007 to July 2015. Prior to joining eBay, Mr. Lee spent almost eight years at Boston Consulting Group with various roles all over the world.
~~Raymond J. Pittman~~			47			Julie Loeger Age: 60 Position:Senior Vice President, Chief ~~Product~~Growth Officer		~~Mr. Pittman~~ Biography Ms. Loeger serves eBay as Senior Vice President, Chief Growth Officer. She assumed her current role in January 2021. Prior to joining eBay, Ms. Loeger spent 29 years at Discover, a financial company, most recently as Executive Vice President, President—U.S. Cards, a position she held from 2018 to January 2021. At Discover, Ms. Loeger held leadership positions in many areas, including Rewards, Portfolio Marketing, Acquisition, Brand Management and Product ~~Officer. He has served in that capacity since July 2015. He joined eBay in November 2013 as~~Development. Prior to joining Discover, she held various marketing positions at Anheuser Busch, Inc.

		Eddie Garcia Age: 52 Position: Senior Vice President, Chief Product Officer ~~eBay Marketplaces. Prior to joining eBay,~~ Biography Mr. ~~Pittman spent almost four years at Apple, a multinational technology company, most recently as head of Apple’s worldwide e-commerce platform.~~
~~Scott F. Schenkel~~	49		~~Senior Vice President, Finance and Chief Financial Officer~~	~~Mr. Schenkel serves~~Garcia has served eBay as Senior Vice President ~~Finance~~ and Chief ~~Financial Officer.~~Product Officer since April 2022. He ~~has served~~is an eBay alumnus and brings more than two decades of product leadership experience. He rejoined eBay in ~~that capacity~~April 2022 from Meta, where he was the Head of Commerce for Facebook’s mobile app and led their marketplace efforts since ~~July 2015. He has been with eBay since March 2007 and has~~June 2021. Prior to working at Meta, Mr. Garcia held ~~a number of executive roles,~~various positions at Sam’s Club from November 2014 until May 2021, including, most recently, as Senior Vice President ~~Finance~~ and Chief Financial Officer for eBay Marketplaces from March 2010 until July 2015 and as Vice President, Finance and Chief Financial Officer for eBay Marketplaces from September 2008 to March 2010. Prior to joining eBay, Mr. Schenkel spent over 16 years in finance with General Electric, in a variety of roles around the world.
~~Jeremy P. Todd~~	49		~~Senior Vice President, EMEA~~	Mr. Todd serves eBay as Senior Vice President, EMEA. He has served in that capacity since July 2014. He joined eBay in July 2012 as Vice President, eBay Marketplaces Strategy and was Senior Vice President, eBay Marketplaces EMEA from July 2014 to July 2015. Prior to joining eBay, Mr. Todd spent two years at Reardon Commerce, a company focused on online consumer and commerce, as it Chief Product Officer from March 2019 to May 2021, and ~~four years at Google leading Product Management for Travel and other advertising and analytical areas.~~
~~Kristin Yetto~~	50		~~Senior~~previously Vice President ~~Chief People Officer~~	~~Ms. Yetto serves eBay~~of End to End Experience from April 2017 to March 2019. Prior to Sam’s Club, Mr. Garcia served as ~~Senior Vice President, Chief People Officer. She has served in that capacity since July 2015. She has been with eBay since March 2003 and has held a number of executive roles, most recently as~~the Senior Vice President of ~~Human Resources for~~Product Development at Travelzoo from January 2014 to November 2014. Previously, at eBay, ~~Marketplaces~~Mr. Garcia held leadership roles in search, payments, buyer experience and new ventures from ~~March 2010 until July 2015. Prior~~2003 to ~~joining eBay, Ms. Yetto served at an HR Business Partner at Palm. Before Palm, Ms. Yetto was a Director of Global Services for Seagate Technology.~~2014.

~~Message from~~

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2024 Proxy Statement37

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation

In accordance with the ~~Compensation Committee~~

~~Message from~~requirements of Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as described in the ~~Compensation Committee~~

~~Dear eBay Stockholder,~~

2016 represented eBay’s first full year as a standalone company following the 2015 Spin-Off of PayPal. During the year, under the leadership of CEO Devin Wenig, the Company made solid progress against its long-term strategic plan as it began to deliver on its commitment to drive the best choice, the most relevance and the most powerful selling platform.

At the same time, Mr. Wenig and his leadership team focused on building a values-based culture that is inventive, bold, courageous, diverse and inclusive. Our commitment to being a great company and a great place to work enables us to attract and retain talent.

~~We believe we are off to a good start. While there is still much work ahead of us, we are very pleased with the progress eBay made over the past year.~~

As the Compensation Committee of your Board of Directors, we remain committed to ensuring that the Company’s executive compensation program serves the long-term interests of our stockholders and is highly performance-based. The cornerstone of our program is pay-for-performance, and we believe that the executive compensation program ensures that our executives’ compensation is clearly tied to delivering results that align with the Company’s business strategy and objectives.

The Company regularly engages with stockholders to exchange views and, importantly, solicit feedback on our compensation approach. In 2016, some of us had the opportunity to participate in these discussions, which provided helpful insights as we consider the progression of our compensation program. Following our internal analysis and stockholder feedback, we believe that eBay’s executive compensation program continues to be appropriate and effective in driving strategy and aligning pay with performance.

The Compensation Discussion and Analysis, which follows, provides additional details about the Company’s compensation approach and decisions for 2016. We believe that our 2016 programs created the proper incentives and rewards for our executive officers while creating long-term value for our stockholders. We look forward to continuing to serve you in 2017 and encourage you to contact us with any questions or feedback.

~~Edward W. Barnholt~~

~~Anthony J. Bates~~

~~Bonnie S. Hammer~~

~~Kathleen C. Mitic~~

~~Thomas J. Tierney~~

Compensation Discussion and Analysis, |~~Executive Summary~~

compensation tables, and related narrative discussion of such compensation included in this Proxy Statement.

As discussed in the Compensation Discussion and Analysis,

~~Executive Summary~~

~~Following~~ the ~~2015 Spin-Off of PayPal, we conducted an extensive review~~CHCC of the ~~Company’s compensation philosophy and~~Board is committed to an executive compensation program ~~for 2016 to determine whether they continued to be properly~~that is aligned with our business goals, culture, and ~~importantly,~~ stockholder interests. ~~Following this review, the Compensation Committee and our CEO remained committed to our existing executive~~We believe a competitive compensation program ~~which is designed to align with our business goals and culture, serves the long-term interests of our stockholders and~~that is highly ~~performance based. We believe that our pay-for-performance driven executive compensation program ensures that our executives’ compensation~~performance-based is ~~tied~~key to delivering ~~results~~long-term stockholder returns.

The CHCC believes that ~~support~~ the ~~Company’s business strategy and objectives.~~

~~Our Compensation Program~~

~~The~~ goals of our executive compensation program are ~~to:~~

~~align~~ ~~compensation~~appropriate and that the program is properly structured to achieve those goals, particularly in light of our annual evaluation of, and periodic refinements to, the program. We have engaged in ongoing discussions with our ~~business objectives, performance~~investors, who generally support those goals and ~~stockholder interests,~~the program, and we believe our stockholders as a whole should support them as well.

~~motivate~~We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to ~~enhance short-term results and long-term stockholder value,~~

~~position~~ ~~us competitively among~~express their views on the ~~companies against which we recruit and compete for talent, and~~

~~enable~~ uscompensation of our named executive officers. This vote is not intended to ~~attract, reward and retain~~address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2023 Summary Compensation Table, and the other ~~key employees who contribute to~~related tables and disclosures.”

While the say-on-pay vote is advisory, and therefore not binding on the Company, the Board and the CHCC value the opinions of our ~~long-term success.~~stockholders and will take into account the outcome of this vote in considering future compensation arrangements. It is expected that the next say-on-pay vote will occur at the 2025 Annual Meeting of Stockholders.

The Board recommends a vote [MISSING IMAGE: ic_thumbsup-pn.gif]

FOR this proposal.

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382024 Proxy Statement

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation of our NEOs for 2023:

	Jamie Iannone, President and Chief Executive Officer (“CEO”)
~~How We Pay Our Executive Officers~~	Steve Priest, Senior Vice President, Chief Financial Officer (“CFO”)
	Cornelius Boone, Senior Vice President, Chief People Officer
	Julie Loeger, Senior Vice President, Chief Growth Officer
	Eddie Garcia, Senior Vice President, Chief Product Officer

Executive Summary

Within our executive compensation program, we strive to align the interests of our stockholders and our executives. We also believe in creating incentives that reflect our pay-for-performance philosophy, both in periods of success and during years when our financial performance falls short of our targets. In our view, our compensation practices, including incentive compensation, play an important role in reinforcing our performance-driven culture. Despite significant macroeconomic pressures on discretionary spending across our major markets in 2023, the Company exceeded its short-term financial goals and continued to demonstrate significant progress toward its long-term objectives, due in large part to the strategies of and execution under Mr. Iannone’s leadership. Notable achievements of the management team in 2023 include:

•

Execution of our Focus Category strategy drove underlying growth in our business, as we continued to innovate for customers and expanded our global coverage to new categories and countries.

•

Revenue growth accelerated throughout 2023, aided by continued innovation in areas like first-party advertising, financial services, and new programs like eBay International Shipping.

•

Made significant investments in tech talent and marketing to support our vision and strategy, for the long-term health of our business, including making meaningful strides toward establishing eBay as a leader in generative AI for e-commerce.

•

Balanced our investments in innovation with prudent cost discipline to establish a strong foundation for sustainable, long-term growth, and created additional investment capacity through our structural cost program.

•

Generated strong cash flow and returned over $1.9 billion to stockholders, including $1.4 billion of share repurchases and $528 million paid in cash dividends

•

Managed our portfolio investments with the aim of generating stockholder value, including entering into an agreement for the sale of 50% of our shares in Adevinta for estimated cash proceeds of $2.2 billion in aggregate, which sale remains subject to closing conditions and is expected to be completed in the second quarter of 2024.

Our Compensation Program

The objectives of our executive compensation program are to:

				align compensation with our business objectives, performance and stockholder interests,
				motivate executive officers to enhance short-term results and long-term stockholder value,
				position us competitively among the companies against which we recruit and compete for talent, and
				enable us to attract, reward and retain executive officers and other key employees who contribute to our long-term success.

We achieve these objectives primarily by employing the ~~following~~various elements of ~~pay for~~ our executive ~~officers:~~

compensation programs as illustrated in the graphic below.

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2024 Proxy Statement39

Base Salary reflects the scope of executives’ roles and responsibilities and compensates for expected day-to-day performance.

Annual Cash Incentive under the eBay Incentive Plan (“eIP”) aligns executive compensation with annual Company and individual performance and motivates executives to enhance annual results.

Long-term Equity Incentives include our PBRSU, PBSO and RSU programs, which align executive incentives with the long-term interests of our stockholders. Our executive compensation program is heavily weighted towards long-term equity ~~compensation,~~

~~an annual cash incentive, and~~

~~base salary.~~

~~Our~~incentives. In 2023, our equity grants for executive officers ~~also participate~~were structured so that, taking into account the full performance vesting periods, 60% of the target equity value is comprised of performance-based incentives (40% PBRSUs and 20% PBSOs), and 40% is comprised of time-based RSUs.

•

Performance-based Restricted Stock Units (PBRSUs) hold executives accountable for the long-term performance of the Company, and a three-year relative total shareholder return modifier focuses the executive on stock performance over the long-term.

•

Performance-based Stock Options (PBSOs) incentivize management to drive revenue growth in Payments and Advertising over a multi-year period, in line with our strategic initiatives, by providing for performance-based vesting. Additionally, including time-based vesting through the end of the performance period promotes retention and focuses the executive on stock performance over the long-term.

•

Time-based Restricted Stock Units (RSUs) promote retention since executives must remain with the Company in order to vest in the award and enjoy the growth in equity value.

How We Pay Our CEO

The following graphics illustrate the predominance of equity incentives and performance-based components in Mr. Iannone’s 2023 target pay mix in our ~~broad-based retirement savings and benefit programs and receive limited perquisites.~~

~~For 2016,~~core compensation program.

	2023 TARGET COMPENSATION
Base Salary		$	1,000,000
Annual Cash Incentive (eIP)		$	2,000,000
Equity Awards		$	21,000,000
Total Target Compensation		$	24,000,000

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.

Pay for Performance

In 2023, we ~~chose~~continued to ~~continue to use~~compensate our executive officers using a mix of equity and cash ~~compensation vehicles to compensate our executive officers. We also decided to increase the weight of performance-based restricted stock units (“PBRSUs”) and eliminate the use of stock options.~~compensation. Our incentive compensation is ~~dependent on~~tied to financial targets that the ~~Compensation Committee~~CHCC believes correlate with operating performance over one- and multi-year performance periods and long-term stock performance.

Performance targets are generally set in a manner consistent with the current year budget and multi-year strategic plan.

PLAN	PERFORMANCE METRICS	CHCC RATIONALE
Annual Cash Incentive (eIP)	• FX-neutral revenue (threshold only) • Non-GAAP net income • Customer satisfaction improvement (kicker) • Individual performance	• A revenue threshold must be met before any incentive can be paid based on non-GAAP net income • Non-GAAP net income is directly affected by management decisions and provides a widely followed measure of financial performance • Improved customer satisfaction expected to lead to revenue growth • Differentiate compensation based on individual contributions, including ESG factors
PBRSUs	• FX-neutral revenue • Non-GAAP operating margin dollars • ROIC modifier • Relative total shareholder return modifier	• Key drivers of our long-term success and stockholder value, and directly affected by management decisions • Incentivizes profitable growth and efficient use of capital • Increases or decreases award by up to 15% based on stock performance relative to S&P 500, strengthening alignment between long-term interests of our NEOs and stockholders

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402024 Proxy Statement

	PLAN			PERFORMANCE METRICS			CHCC RATIONALE
	PBSOs			• Revenue from (i) Payments and (ii) Advertising			• Drivers of our growth with significant upside for the business • Incentivizes growth in line with our strategic initiatives

PBRSUs

As discussed below under “—PBRSU Program,” because we shifted from a two- to three-year performance period beginning with our 2022 PBRSU grants covering the 2022-2024 performance cycle (“2022-2024 PBRSUs”) and continued this approach with our 2023 PBRSU grants covering the 2023-2025 performance cycle (“2023-2025 PBRSUs”), there were no PBRSU awards vesting for our executive officers for 2023.

eIP Financial Goals and Plan Performance

The following graphs show the goals and results achieved for the 2023 performance period under the financial component of our eIP, which accounted for 75% of our NEOs’ award opportunities.

2023 eIP Financial Results

As discussed above, the Company performed above its financial target in 2023. FX-neutral revenue surpassed the threshold requirement of the eIP, and non-GAAP net income performance was above threshold and target performance. The CHCC then exercised its authority under the eIP to adjust the non-GAAP net income result for certain unforeseen impacts not contemplated at the time the target was set—interest income driven by rising interest rates and certain additional investment approved by the Board, as well as the impact of certain unplanned, one-time litigation expense—which resulted in a net downward adjustment. After accounting for the impact of the CHCC-approved adjustments, the Company financial component of the eIP paid out at 174% of target. In years when the Company’s financial performance is above threshold, a modifier is applied to the individual performance component to increase or decrease it proportionately based on the Company’s financial performance relative to target, by up to a maximum of 20%. Because the Company financial performance component was above target performance in 2023, the individual performance component was modified upward by 20% under the eIP.

PBSO Financial Goals and Performance

As a result of the Company’s 2023 financial performance in advertising and payments revenue under the PBSOs granted in each of 2022 (the “2022—2024 PBSOs”) and 2023 (the “2023—2025 PBSOs”), the first two of four performance goals were achieved for each of the 2022—2024 PBSOs ($1.65 billion and $1.80 billion) and the 2023—2025 PBSOs ($1.72 billion and $1.85 billion). Achievement of these goals unlocked 50% of the options underlying each of those PBSO awards, which remain ongoing and also subject to certain time-based vesting requirements over the course of their respective three-year performance periods (as described in further detail below under “2023 Long-Term Equity Incentive Awards—PBSO Program”).

For each of the NEOs other than Mr. Garcia, the exercise price for the 2022—2024 PBSOs is $57.71 per share, which was the closing price of a share of the Company’s common stock on the grant date of April 1, 2022. Mr. Garcia joined the Company in April 2022 and was granted 2022—2024 PBSOs on May 15, 2022 with an exercise price of $46.65 per share, which was the closing price of a share of the Company’s common stock on May 13, 2022, the last business day prior to the grant date.

For each of the NEOs, the exercise price for the 2023—2025 PBSOs is $44.37 per share, which was the closing price of a share of the Company’s common stock on March 31, 2023, the last business day prior to the grant date of April 1, 2023.

Say-on-Pay Results and Stockholder Engagement

In 2023, stockholders once again strongly approved our executive compensation program through the “say-on-pay” vote, with approximately 83% of the votes cast in favor. We regularly review our compensation philosophy and executive compensation program to assess whether it continues to be properly aligned with our business goals, culture and, importantly, stockholder interests. We also engage with our stockholders at least twice a year to solicit feedback on our compensation philosophy and executive compensation program. In 2023, the CHCC reviewed

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2024 Proxy Statement41

our programs to assess whether our programs continue to support eBay’s business strategy. After conducting these reviews and considering the compensation design changes that we made in 2022, in addition to the feedback received from stockholders, including the results of the “say-on-pay” vote in 2023, we determined that the Company’s executive compensation philosophy, compensation objectives, and overall program continue to be appropriate. The CHCC determined for 2023 that the various elements of the program should remain in place.

Our Compensation Practices

We believe our compensation practices align with and support the goals of our executive compensation program and demonstrate our commitment to sound compensation and governance practices.

WHAT WE DO			WHAT WE DON’T DO
Align executive compensation with the interests of our stockholders • Pay-for-performance emphasized • Majority of total compensation comprises performance-based compensation • Equity/cash compensation mix significantly favors equity • Meaningful stock ownership guidelines			No tax gross-ups for change in control benefits No automatic “single trigger” acceleration of equity awards upon a change in control No repricing or buyout of underwater stock options without stockholder approval No hedging and pledging transactions
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

CD&A Roadmap

Our Compensation Discussion and Analysis |is presented as follows:

				Elements of Our Executive Compensation Program provides a description of our executive compensation practices, programs, and processes.
				2023 NEO Target Compensation discusses how we determine the mix of the elements in our compensation program to achieve our total target compensation.
				2023 Compensation Design and Determinations explains executive compensation decisions relating to the performance-based pay of our executive officers in 2023.
				Further Considerations for Setting Executive Compensation discusses the role of the Company’s compensation consultant, peer group considerations, and the impact of accounting and tax requirements on compensation.
				Severance and Change in Control Arrangements with Executive Officers and Clawbacks discusses the Company’s severance and change in control plans and other arrangements with executive officers.

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422024 Proxy Statement

Elements of Our Executive ~~Summary~~

Compensation Program

The following chart ~~shows~~provides a summary of the ~~breakdown~~core elements of ~~2016~~our 2023 executive compensation program.

COMPENSATION
ELEMENTS

PERFORMANCE
METRICS

PERFORMANCE AND
VESTING PERIODS

WHY WE PAY

Cash

Base Salary

Assessment and Target Positioning Strategy

N/A

•

Rewards executives’ current contributions to the Company

•

Reflects the scope of executives’ roles and responsibilities

Short-Term Incentives

Annual Cash
Incentive Awards

Threshold company performance measure:

•

FX-neutral revenue (threshold-only)

If threshold is met, then payout based on:

•

Total non-GAAP net income (75%)

•

Individual performance (25%)

If non-GAAP net income is at or above target and Buyer CSAT improvement goal is reached:

•

Buyer CSAT (customer satisfaction) kicker applies (increasing non-GAAP net income portion by 5% or 10%, depending on Buyer CSAT achievement level)

Annual

•

Aligns executive compensation with annual Company and individual performance

•

Motivates executives to enhance annual results

•

Incentivizes executives to improve customer satisfaction, which can lead to revenue growth

•

Differentiate compensation based on individual contributions, including ESG factors

Long-Term Incentives (Equity)

Equity Incentive
Awards

Time-based RSUs:

•

Time-based vesting

PBRSUs:

•

FX-neutral revenue

•

Non-GAAP operating margin dollars

•

Return on invested capital modifier

•

Relative total shareholder return (rTSR) modifier

PBSOs:

•

Revenue from (i) Payments and (ii) Advertising

Time-based RSUs:

•

Quarterly vesting over a four-year period subject to continued employment

PBRSUs:

•

100% of PBRSU awards earned will vest in March following the end of the three-year performance period

PBSOs:

•

Options earned based on performance during three-year performance period are subject to time-based vesting over the same three-year period, subject to continued employment

•

Aligns executive incentives with the long-term interests of our stockholders

•

Positions award guidelines at target level with the median of the market levels paid to peer group executives

•

Recognizes individual executive’s recent performance and potential future contributions

•

Retains executives for the long term

•

Provides a total compensation opportunity with payouts varying based on our operating and stock price performance

•

Strengthens alignment of the long-term interests of our NEOs and stockholders

•

Incentivizes revenue growth in line with our strategic initiatives

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2024 Proxy Statement43

We chose a mix of equity and cash compensation vehicles to compensate executive officers based on sustainable long-term value drivers of Company performance over one- and multi-year periods and individual contributions to the Company.

Our executive officers were also eligible to receive a comprehensive set of benefits, including:

•

health and welfare benefits plans;

•

employee stock purchase plan; and

•

broad-based 401(k) retirement savings plan and a VP and above deferred compensation plan (each plan is available to U.S.-based employees only).

Based on a security risk study conducted by an independent third party, we provide security to Mr. Iannone that includes personal use of the corporate airplane (occasionally with guests), as well as certain additional security and IT support that we also provide for our ~~CEO, Devin Wenig,~~other NEOs. Because the costs of these measures arise from the nature of these NEOs’ employment responsibilities with the Company, we believe these measures serve important business purposes and ~~illustrates~~do not consider them to be personal benefits. However, to ensure we comply with SEC disclosure rules, we have reported the ~~predominance~~aggregate incremental costs of ~~equity incentives~~these measures in the “All Other Compensation” column of the 2023 Summary Compensation Table below. The CHCC will review the scope and ~~performance-based components~~costs of these security measures from time to time.

The Company does not grant bonuses to cover, reimburse, or otherwise “gross-up” any income tax owed for personal travel via the corporate airplane. We provide relocation assistance to executive officers, when applicable, and the Company reimburses executives for related taxes owed. During fiscal 2023, none of our NEOs received perquisites or other personal benefits except as described above.

2023 NEO Target Compensation

When making compensation decisions for our NEOs, the CHCC evaluated each individual based on the individual’s leadership, competencies, innovation, and both past and expected future contributions toward the Company’s financial, strategic and other priorities. The Company’s performance was reflected in our executive compensation ~~program.~~

~~DEVIN WENIG~~

~~Our 2016 Company Performance~~

~~As discussed~~program, holding leaders accountable for Company performance.

Long-Term Equity Incentive Compensation

Each year, the CHCC reviews equity award guidance for each position and determines the value of annual equity awards accordingly. This guidance is based on our desired pay positioning relative to companies with which we compete for talent. The midpoint of the guidance, or the median target award, reflects the 50th percentile of the competitive market. The CHCC is also cognizant of potential dilution of our stockholders resulting from equity compensation and carefully considers share usage each year.

In 2023, the CHCC reviewed equity award guidance by position based on the following:

•

equity compensation practices of technology companies in our peer group, as disclosed in their most recent public filings (see below under “—Further Considerations for Setting Executive Compensation—Peer Group Considerations” for our 2023 peer group), and

•

equity compensation practices for comparable technology companies that are included in proprietary third-party surveys.

Each executive officer’s individual contribution and impact, projected level of contribution and impact in the future, and competitive positioning are considered using a scorecard when determining the size of individual awards. The scorecard evaluates each executive with respect to factors including business unit performance (or in the case of our CEO, Company performance), organizational development and strategic and operational excellence. The retention value of current year awards and the total value of unvested equity from previous awards are also considered.

Annual Cash Incentive Compensation

The CHCC also assesses annual cash incentive award opportunities against data from public filings of our peer group companies and general industry data for comparable technology companies that are included in proprietary third-party surveys, and it approves target annual cash incentive opportunities for our NEOs in a range around the 50th percentile based on that data. The CHCC reviews market data annually, and periodically adjusts incentive opportunities to the extent necessary where our practices are inconsistent with such market data.

Base Salary

The CHCC reviews market data annually and approves each executive officer’s base salary for the year, with increases (if any) generally becoming effective on or around April 1st of the year. The CHCC assesses competitive market data on base salaries from public filings of our peer group companies and general industry data for comparable technology companies that are included in proprietary third-party surveys. The CHCC assesses each executive officer’s base salary against the 50th percentile of the salaries paid to comparable executives at peer group companies and also considers individual performance, levels of responsibility, expertise and prior experience in our evaluation of base salary adjustments.

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442024 Proxy Statement

Target Value of Equity Awards, Target Cash Incentive Award and Salary for NEOs

The CHCC considered many factors in approving the various components of the NEOs’ compensation, including those set forth below, using a scorecard as described above. In evaluating performance against these factors, the CHCC assigned no specific weighting to any one of the factors, instead evaluating individual performance in a holistic manner:

•

Performance against target financial results for the NEO’s business unit or function

•

Defining business unit or function strategy and executing against relevant goals

•

Recognition of the interconnection between the eBay business units and functions and the degree to which the NEO supported and drove the success of other business units or functions and the overall business

•

Driving innovation and execution for the business unit or function

•

Organization development, including hiring, developing, and retaining the senior leadership team of the business unit or function

•

Achievement of strategic or operational objectives, including control of costs in an environmentally and socially responsible manner

The CHCC reviewed and approved the target value of equity awards, target annual cash incentive award, and salary for our NEOs based on available market data as well as the factors described above, including Company and individual performance.

The following table shows target compensation for our NEOs (disregarding supplemental transition awards described below):

NAME	2023 ANNUAL BASE SALARY			2023 TARGET ANNUAL CASH INCENTIVE AWARD (% OF SALARY)	2023 TARGET VALUE OF EQUITY AWARDS ($)(1)
Mr. Iannone		$	1,000,000	200%		$	21,000,000
Mr. Priest		$	800,000	100%		$	8,000,000
Mr. Boone		$	675,000	75%		$	5,000,000
Ms. Loeger		$	700,000	75%		$	6,250,000
Mr. Garcia		$	675,000	75%		$	6,250,000

(1)

Includes 40% PBRSUs, 40% time-based RSUs and 20% PBSOs.

Supplemental Transition Awards

For the NEOs who joined the Company in 2021 and 2022, their new-hire compensation packages included payments of supplemental cash compensation in 2023. These components were designed to entice the NEOs to join eBay, to deliver take-home compensation in the first years of employment approximating target compensation for their roles in our peer group and to compensate for value they forfeited when leaving their prior employers. These payments are typically subject to repayment upon termination of employment for cause or resignation other than for good reason, prior to the second or third anniversary of their applicable hire date, less 1/24th or 1/36th (as applicable) for every full month of active employment following their hire date. In 2023, the new NEOs received the following amounts in supplemental cash payments: $380,000 (Mr. Boone), $500,000 (Ms. Loeger) and $2,250,000 (Mr. Garcia).

2023 Compensation Design and Determinations

Our executive compensation program is highly performance-based, with payouts ~~for elements~~ under the ~~program~~performance-based programs dependent on meeting financial and operational targets over ~~one- and multi-year~~designated performance periods. For ~~2016,~~2023, we selected financial metrics and targets that the ~~Compensation Committee~~CHCC believes incentivize our management team to achieve our strategic objectives and drive the Company’s financial performance and long-term stock performance, including FX-neutral revenue, non-GAAP operating margin dollars, return on invested capital, relative total shareholder return, payments revenue, advertising revenue and non-GAAP net income.

2023 Long-Term Equity Incentive Awards

In ~~2016, we made great progress against~~2023, our key strategic priorities to drive the best choice, the most relevance, and the most powerful selling platform. To drive the best choice for our consumers, we actively managed inventory, marketed around key retail moments, and launched integrations with partners to help enable small- and medium-sized merchants scale their businesses on eBay. We developed and began to roll out new consumer experiences to deliver a relevant shopping experience that is built on our structured data re-platforming effort. We also made a number of platform improvements that are designed to build the most powerful selling platform, including launching our Seller Hub product, releasing a revamped set of seller APIs, and improving our listing flows.

~~The following charts show the Company’s 2016 financial results that impacted the Company’s executive~~NEOs received equity-related compensation ~~program.~~

~~2015-2016 Performance-Based Restricted Stock Unit (“PBRSU”) Program~~

~~Awards were earned at 126% of target based on Company performance:~~


~~Foreign-exchange neutral~~ ~~(FX-neutral) revenue ($ billions)~~	~~Non-GAAP operating margin~~ ~~dollars ($ billions)~~	~~Return on Invested Capital (%)~~ ~~Modifier~~

~~Compensation Discussion and Analysis |~~~~Executive Summary~~

~~2016 Annual Cash Incentive Award (the eBay Incentive Plan (eIP))~~

~~Company performance component paid at 112% of target based on the following performance:~~


~~FX-neutral revenue~~ ~~($ billions)~~		~~Non-GAAP net income~~ ~~($ billions)~~

~~Our Compensation Practices~~

~~We believe our compensation practices align with and support the goals of our executive compensation program and demonstrate our commitment to sound compensation and governance practices.~~


~~What We Do~~		~~What We Don’t Do~~

✓~~We align executive compensation with the interests of our stockholders~~ • ~~Emphasize pay-for-performance alignment~~ • ~~Deliver a majority of total compensation opportunity through performance-based compensation: PBRSUs and annual cash incentives~~ • ~~Set meaningful stock ownership requirements for executive officers~~ ✓~~We avoid excessive risk-taking~~ • ~~Maintain a clawback policy~~ • ~~Use multiple performance measures, caps on incentive payments, and overlapping two-year performance periods for PBRSU awards~~ ✓~~We adhere to compensation best practices~~ • ~~Retain an independent compensation consultant for the Compensation Committee~~ • ~~Prohibit hedging and pledging transactions by executive officers and directors~~ • ~~Provide only limited perquisites to executive officers that are not available to all employees~~		× ~~Tax gross-ups for change in control benefits~~ × ~~Automatic “single trigger” acceleration of equity upon a change in control~~ × ~~Repricing or buyout of underwater stock options without stockholder approval~~

~~Compensation Discussion and Analysis |~~~~Introduction~~

~~Introduction~~

~~This Compensation Discussion and Analysis is presented~~ as ~~follows:~~

➊	~~Elements of Our Executive Compensation Program~~ ~~provides a description of our executive compensation practices, programs, and processes.~~

➋	~~Compensation Decisions for 2016~~ ~~explains executive compensation decisions made for 2016.~~

➌	~~2016 Business Results~~ ~~highlights results that affected executive compensation.~~

➍	~~Severance and Change in Control Arrangements with Executive Officers and Clawbacks~~ ~~discusses the Company’s severance and change in control plans and other arrangements with executive officers.~~

➎	~~Further Considerations for Setting Executive Compensation~~ ~~discusses the role of the Company’s compensation consultant, peer group considerations, and the impact of accounting and tax requirements on compensation.~~

~~This Compensation Discussion and Analysis describes the compensation of our “named executive officers” (“NEOs”) for 2016:~~

~~Devin Wenig, President and Chief Executive Officer (“CEO”)~~

~~Scott Schenkel, Senior Vice President, Finance and Chief Financial Officer (“CFO”)~~

~~Stephen Fisher, Senior Vice President, Chief Technology Officer~~

~~Harry Lawton, Senior Vice President, North America~~

~~Raymond Pittman, Senior Vice President, Chief Product Officer~~

~~Review of Elements of Executive Compensation Program; 2016 “Say on Pay” Vote and Investor Feedback~~

~~We conducted an extensive review~~part of the Company’s compensation philosophy and executive compensation program for 2016 to assess whether they continued to be properly aligned with our business goals, culture and, importantly, stockholder interests. After conducting this review and considering the feedback received during the Company’s regular engagement with stockholders by management of the Company and members of the Board, we determined that the Company’s executive compensation philosophy, compensation objectives, and overall program continued to be appropriate. In addition, we decided to increase the weight of PBRSUs and eliminate stock options from the mix of equity for our executive officers.

In 2016, our stockholders once again overwhelmingly approved our executive compensation program through the “say on pay” vote, with 93% of the votes cast in favor. As a result, the Compensation Committee did not make any specific changes to the Company’s executive compensation program in response to the 2016 “say on pay” vote.

_➊ ~~Elements of Our Executive Compensation Program~~

~~The goals of our executive compensation program are to:~~

~~align~~ ~~compensation with our business objectives, performance, and stockholder interests,~~

~~motivate~~ ~~executive officers to enhance short-term results and long-term stockholder value,~~

~~position~~ ~~us competitively among the companies against which we recruit and compete for talent, and~~

~~enable~~ ~~us to attract, reward, and retain executive officers and other key employees who contribute to our long-term success.~~

To achieve these goals, we have three principal components of our executive compensation program: equity compensation, an annual cash incentive, and base salary. We seek to ensure that total compensation for our executive officers is heavily weighted to variable, performance-based compensation by delivering a majority of compensation in the form of PBRSUs and annual cash incentives.

~~Compensation Discussion and Analysis |~~~~Elements of Our Executive Compensation Program~~

The Compensation Dashboard below provides a snapshot of the key elements of our 2016 executive compensation program and describes why each element is provided. Additional information about these key elements is included in the sections following the dashboard.

~~COMPENSATION DASHBOARD~~


~~Short-Term Incentives~~		~~Long-Term Incentives~~	~~Benefits~~
~~Cash~~		~~Equity~~
~~Base Salary~~	~~Annual Cash Incentive Awards~~	• ~~Aligns executive incentives with the long-term interests of our stockholders~~ • ~~Positions award guidelines at target level with the median of the market levels paid to peer group executives~~ • ~~Recognizes individual executive’s recent performance and potential future contributions~~ • ~~Retains executives for the long term~~ • ~~Provides a total compensation opportunity with payouts varying based on our operating and stock price performance~~	• ~~Health and welfare benefit plans~~ • ~~Employee stock purchase plan~~ • ~~Retirement savings plans~~ • ~~Deferred compensation plan~~ • ~~Limited personal use of the corporate airplane with reimbursement required (CEO and CFO only)~~ • ~~Certain other limited perquisites~~
• ~~Rewards individuals’ current contributions to the Company~~ • ~~Reflects the scope of their roles and responsibilities~~ • ~~Compensates for expected day-to-day performance~~	• ~~Aligns executive compensation with annual Company and individual performance~~ • ~~Motivates executives to enhance annual results~~

We chose a mix of equity and cash compensation vehicles to compensate executive officers based on long-term value drivers of Company performance over one- and multi-year periods and individual contributions to the Company. Our executive officers also were eligible to participate in our broad-based retirement savings (which include a 401(k) program open to all employees in the United States and an unmatched deferred compensation program available to vice presidents and above in the United States) and benefit programs and received limited perquisites.

~~Compensation Discussion and Analysis |~~~~Elements of Our Executive Compensation Program~~

~~Equity Incentive Awards~~

~~Beginning in 2016, we decided to increase the weight of PBRSUs and eliminate stock options from the mix of equity for our executive officers.~~

~~For 2016, once the value of the~~standard annual equity ~~incentive awards has been set for each executive officer, the~~award. The formula used to allocate the 2023 annual target equity awards is as follows:

~~Annual Equity Awards: Value~~

The value of annual equity awards is determined within guidelines that the Compensation Committee approves on an annual basis for each position. These guidelines are based on our desired pay positioning relative to companies with which we compete for talent. The midpoint of the guidelines, or the median target award, reflects the 50th percentile of the competitive market.

~~In 2016, the Compensation Committee approved equity award guidelines by position based on the following:~~

~~equity compensation practices of technology companies in our peer group, as disclosed in their public filings (see page 57 for our 2016 peer group), and~~ [MISSING IMAGE: pc_awards-pn.jpg]

~~equity compensation practices for comparable technology companies that are included in proprietary third-party surveys.~~

The Compensation Committee is also cognizant of dilution resulting from equity compensation, and so it carefully considers share usage each year and sets an upper limit on the number of shares that can be used for equity compensation, including awards to executive officers and the overall employee population.

Each executive officer’s individual contribution and impact, projected level of contribution and impact in the future, and competitive positioning are considered when determining individual awards. The retention value of current year awards and the total value of unvested equity from previous awards are also considered. The individual awards can be higher or lower than the median target award by an amount ranging from zero to three times the median target award. The Compensation Committee limits the use of special equity-related compensation for executive officers to extraordinary circumstances only. In 2016, none of our NEOs received equity-related compensation beyond the standard annual equity award.

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2024 Proxy Statement45

PBRSU Program

~~Plan Design and Performance Periods.~~

The PBRSU Program is a key component of the annual equity compensation for each executive officer. AtToward the beginning of each performance period, executive officers receive PBRSU grants that are subject to performance- and time-based vesting requirements.

~~Compensation Discussion~~ PBRSUs are only awarded to executives at the level of Senior Vice President and ~~Analysis |~~~~Elements of Our Executive Compensation Program~~

above.

Performance Period and Vesting

Each PBRSU cycle has a ~~two-year~~three-year performance period (consisting of the average performance each year relative to the financial performance goals for that year), along with a total shareholder return modifier based on the Company’s stock performance relative to the S&P 500 over a three-year performance period. The financial performance goals for each ~~cycle~~year of the performance period are approved by the ~~Compensation Committee~~CHCC at the beginning of ~~the performance period.~~that year. Each executive officer is awarded a target number of shares subject to the PBRSU award at the beginning of the three-year performance period.

PBRSU awards granted in 2022 are based on the 2022-2024 performance cycle, and PBRSU awards granted in 2023 are based on the 2023-2025 performance cycle. If the Company’s actual performance exceeds or falls short of the target financial performance goals, the actual number of shares ~~subject to~~earned under the respective PBRSU ~~award~~awards will be increased or decreased ~~formulaically.~~

~~Under~~formulaically and then adjusted by the total shareholder return modifier at the end of the applicable performance period.

Prior to 2022, PBRSU awards were granted with a two-year performance period. Beginning in 2022, for the 2022-2024 PBRSUs and subsequently for the 2023-2025 PBRSUs, the CHCC used a three-year performance period, consisting of the average financial performance for each of three one-year periods comprising the respective PBRSU awards, based both on a desire to extend the performance period and to better align it with management’s annual financial planning, in light of the dynamic macroeconomic environment, and the constantly changing internet retail segment in which we compete. As a result of this change, there were no PBRSU awards vesting for our executive officers for 2023. As discussed below under “—PBSO Program,” in early 2024 our executive officers began vesting in PBSO awards based on 2023 performance.

Beginning with the PBRSU ~~program,~~awards granted in 2022, 100% of any ~~PBRSU awards granted to our CEO and CFO~~earned PBRSUs will vest, if at all, 14 months following the end of the applicable two-year performance period. This provision subjects 100% of the CEO and CFO PBRSU awards to a full three years of stock price volatility before the shares vest. For all executive officers other than the CEO and CFO, one-half of the PBRSUs vest in March following the end of the ~~applicable~~three-year performance period. Given their three-year performance period ~~and the other half~~prior to any vesting, 100% of the ~~award vests in March~~PBRSU awards remain subject to three years of Company stock price performance before the ~~following year, more than one full year following~~shares are eligible to vest. The CHCC believes the ~~completion~~length of ~~the performance period. The Compensation Committee believes that the post-performance~~this period ~~vesting feature of the PBRSUs provides an~~is important ~~mechanism that helps to retain~~for retaining executive officers, ~~and align~~while aligning their interests with long-term stockholder ~~value.~~

interests.

Performance Measures and ~~Rationale.~~Rationale

As discussed above, the number of shares subject to a target PBRSU award that are ~~adjusted~~eligible for payout is based on ~~whether~~ the Company’s actual financial performance ~~exceeds or falls short of~~against the target performance goals for the applicable performance ~~period.~~

~~Compensation Discussion~~period, and ~~Analysis |~~~~Elements of Our Executive Compensation Program~~

subject to further adjustment based on the Company’s stock price performance relative to the S&P 500 over a three-year period.

The following table outlines the performance measures for the ~~2015-2016~~2022-2024 PBRSUs and ~~2016-2017 performance periods~~2023-2025 PBRSUs and the rationale for their ~~selection:~~

selection.

Performance
Measures

FX-neutral revenue(1)

—weighted 50% of award opportunity with a payout range of 0% to 200% of target (50% at threshold, 100% at target and 200% at maximum performance)

Non-GAAP operating margin dollars(2)

—weighted 50% of award opportunity with a payout range of 0% to 200% of target (50% at threshold, 100% at target and 200% at maximum performance)

Return on invested capital (modifier)

—measured for each of the three one-year periods comprising the performance period—can modify annual performance results (based on FX-neutral revenue and non-GAAP operating margin) up or down by as much as 15%

Relative total shareholder return(3) (modifier)—measured over a three-year period—can modify total payout under PBRSU awards (based on average per year performance results) up or down by as much as 15%

Rationale

The ~~Compensation Committee~~CHCC believes these measures are key drivers of our long-term business success and stockholder value and are directly affected by the decisions of the Company’s management.

Both FX-neutral revenue and non-GAAP operating margin dollars measures are used to help ~~ensure that~~keep leaders ~~are~~ accountable for driving profitable growth and ~~making~~make appropriate tradeoffs between investments that increase operating expense and future ~~growth in revenue.~~

revenue growth.

The return on invested capital (ROIC) modifier is used to hold leaders accountable for the efficient use of capital.

The relative total shareholder return (rTSR) modifier is used to focus leaders on stock performance and strengthen alignment of the long-term interests of our NEOs and stockholders.

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462024 Proxy Statement

⁽¹⁾				~~Calculated on~~
Targets			In light of the dynamic macroeconomic environment, the three one-year financial performance targets are generally set in a ~~fixed foreign exchange basis (referred~~manner consistent with the current year budget. At the time the financial performance targets were set, the target goals were designed to ~~as FX-neutral).~~be achievable with strong management performance, while the maximum goals were designed to be very difficult to achieve.

⁽²⁾	Non-GAAP operating margin dollars excludes certain items, primarily stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, impairment of goodwill, separation expenses, and certain one-time gains, losses and/or expenses.

~~Plan~~

(1)

Calculated on a fixed foreign exchange basis.

(2)

Non-GAAP operating margin dollars excludes certain items, primarily stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, impairment of goodwill, restructuring expenses, and certain one-time gains, losses and/or expenses and, for 2023, impacts of acquisitions or disposals of businesses.

(3)

Measured against the S&P 500.

Calculation Mechanics ~~and Targets.~~ ~~The two-year performance targets are generally set in~~

To become eligible for a ~~manner consistent with the current year budget and multi-year strategic plan. To receive any~~payout of shares ~~subject to~~under a PBRSU award, at least one of the FX-neutral revenue or non-GAAP operating margin dollars minimum performance thresholds must be met. Each of the minimum performance thresholds are independent and, if any of the FX-neutral revenue or non-GAAP operating margin dollar performance thresholds are met, the award is adjusted with respect to that performance measure in accordance with the percentages outlined ~~in the illustration below.~~above. If the minimum performance threshold for either FX-neutral revenue or non-GAAP operating margin dollars is not met, then no shares are awarded for that performance measure. ~~At the time the performance targets were set, the target goals were designed to be achievable with strong management performance, while the maximum goals were designed to be very difficult to achieve.~~

The ~~following chart shows the minimum, target, and maximum payout percentage for FX-neutral revenue and non-GAAP operating margin dollars:~~

   Minimum    Target    Maximum
FX-neutral revenue
   25 %    50 %    100 %
Non-GAAP operating margin dollars
   25 %    50 %    100 %

The number of shares awarded is determined by comparing our actual performance for FX-neutral revenue and non-GAAP operating margin dollars over the performance period against the minimum, target, and maximum performance levels and converting the result into a payout percentage. The FX-neutral revenue and non-GAAP operating margin dollars measures are then added together and this total is multiplied by the third measure, return on invested capital, with the modification multiplier determined in accordance with the table below:

Minimum Target Maximum
Return on invested capital (modifier)
80 % 100 % 120 %

~~The target award is multiplied by the percentage resulting from this calculation to determine the actual number of PBRSUs awarded. The Compensation Committee~~CHCC may approve adjustments to the calculations of the performance measures due to material events not contemplated at the time the targets were set (such as ~~major acquisitions)~~unusual or extraordinary corporate transactions, events or developments) and the ~~Compensation Committee~~CHCC may apply negative discretion to reduce the

~~Compensation Discussion and Analysis |~~~~Elements of Our Executive Compensation Program~~

payout levels of the awards. ~~Shares that vest under PBRSU awards are~~

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2024 Proxy Statement47

The 2022-2024 PBRSUs and 2023-2025 PBRSUs can each be earned in a range of 0% to ~~240%~~265% of ~~the initial grant, based on eBay’s FX-neutral revenue, non-GAAP operating margin dollars, and return on invested capital for the two-year performance period.~~

target.

Time-based RSUs

~~As discussed above, each~~

Each executive officer receives a portion of ~~his or her~~the officer’s annual equity award as a grant of RSUs that vests quarterly, over a four-year period, subject to continued employment. RSU awards granted in 2023 to our executive officers vest over a four-year period, subject to continued employment. ~~Beginning with awards granted on or after February 15, 2016, we moved from annual vesting over four years to quarterly vesting over four years.~~ For newly hired executive officers, 25% of the initial grant of ~~time-based~~ RSUs ~~vest~~vests on the first anniversary of the grant date ~~of grant~~ and the remainder ~~vest on the~~vests quarterly ~~schedule.~~thereafter. This ~~change~~vesting schedule is aligned with ~~the current~~ market ~~practices of many companies in our peer group~~practice and ~~will help enable~~helps the Company to remain competitive in attracting talent.

PBSO Program

Another component of the annual equity compensation for each executive officer is the PBSO Program. Executive officers receive annual PBSO grants that are subject to performance- and time-based vesting requirements. The PBSOs awarded to executives at the level of Senior Vice President and above were the only options granted by the Company in 2022 and 2023.

Performance Period and Vesting

Each PBSO cycle has a three-year performance period with four performance goals, and achievement of each goal earns the executive officer one-fourth of the officer’s option awards. The performance goals for each cycle are approved by the CHCC at the beginning of the performance period. Each executive officer is awarded a number of stock options at the beginning of the performance period, reflecting a target number of options to be unlocked if the first two of the performance goals are achieved, as well as additional options to be unlocked by achievement of the third and fourth performance goals, respectively. PBSO awards granted in 2022 are based on the 2022-2024 performance cycle, while PBSO awards granted in 2023 are based on the 2023-2025 performance cycle.

Under the PBSO program, stock options earned through performance are also subject to time-based vesting over the three-year performance period (subject to continued employment), such that one-third of the earned options is available to vest as of March 15 following each year of the performance period, with the initial vesting for each earned performance goal occurring on March 15 following the year in which the goal was achieved. The CHCC believes that the three-year vesting feature helps to retain executive officers and align their interests with long-term stockholder value.

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482024 Proxy Statement

Performance Measures and Rationale

The following table outlines the performance measures for the 2022-2024 and 2023-2025 performance periods and the rationale for their selection.


~~Annual Cash Incentive Awards (the eBay Incentive Plan (eIP))~~ Performance Measures			Revenue resulting from Payments(1) and Advertising.(2) with a range of 0% to 100% vesting of option awards granted (50% at target and 100% at maximum performance)
Rationale			The CHCC believes these measures represent areas of revenue growth for the Company. Both Payments and Advertising revenue are used to incentivize management to focus on the Company’s revenue growth, in line with our strategic initiatives.
Targets			The four performance goals, which are reviewed and measured annually for achievement, are generally set in a manner consistent with our strategic growth initiatives set forth at our 2022 Investor Day. At the time the CHCC set these performance goals in early 2022 (for the 2022-2024 PBSOs) and early 2023 (for the 2023-2025 PBSOs), the target goals were designed for the first two tranches (50% vesting) to be challenging, achievable with strong management performance that delivers on our goals set forth at our 2022 Investor Day, while the maximum goals were designed for the third and fourth tranches (75% and 100% vesting, respectively) to be very difficult to achieve, requiring management to significantly surpass our stated goals. In setting these goals, the CHCC factored in macroeconomic headwinds and our internal forecasts at the time, including, in 2022, the ongoing war in Ukraine and lower consumer confidence influencing changes in consumer behavior, and in 2023, anticipated adverse impacts of foreign currency exchange and lower volume.

(1)

Revenue from Payments means all payments and financial services revenue from additional monetization efforts. To the extent applicable, this excludes the payment processing revenue related 100% to the GMV migration to the new Payments platform, which is now completed.

(2)

Revenue from Advertising means revenue from all existing advertising products, including promoted listings (and its products and promoted listings off eBay’s platform), third-party product offerings and any new advertising product or feature that the Company may launch during the performance period.

Calculation Mechanics and Timeline

To earn any stock options subject to a PBSO award, at least one of the performance goals must be met. Achievement of each performance goal earns 25% of the options, which then become eligible to vest subject to time-based vesting requirements described above. The CHCC reviews the Company’s financial performance following each year during the performance period to determine if any of the performance goals for the PBSO awards have been achieved during the prior year.

Each of the 2022-2024 and 2023-2025 PBSOs can be earned in a range of 0% to 100% of the PBSO grant, with a target level of 50%.

	PERFORMANCE			VESTING
	Unlock #1			25%
	Unlock #2 (Target)			50%
	Unlock #3			75%
	Unlock #4			100%

Each PBSO award will expire 10 years from the grant date (subject to earlier termination if the holder’s employment terminates before that time).

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2024 Proxy Statement49

2022-2024 and 2023-2025 Cycle Performance and Options Earned

As discussed in the “Executive Summary” above, based on the Company’s financial performance in advertising and payments revenue during the 2023 performance period, the first two performance goals have been satisfied for each of the 2022-2024 PBSOs and the 2023-2025 PBSOs. As a result of these goals being achieved, the performance-based vesting requirements have been satisfied for 50% of the options underlying each of those PBSO cycles, which remain ongoing, and our NEOs earned the following options and will vest in these options subject to satisfying the applicable time-based vesting requirements based on continued employment, as described below:

2022-2024 Options Earned

NAME PERCENTAGE
OF OPTION AWARDS
EARNED FOR 2023
PERFORMANCE OPTION AWARDS AVAILABLE OPTIONS EARNED
FOR 2023
PERFORMANCE VESTING SCHEDULE
Mr. Iannone 50% 445,892 222,946 Two-thirds in March 2024;
One-third in March 2025
Mr. Priest 50% 185,790 92,895 Two-thirds in March 2024;
One-third in March 2025
Mr. Boone 50% 104,042 52,021 Two-thirds in March 2024;
One-third in March 2025
Ms. Loeger 50% 123,864 61,932 Two-thirds in March 2024;
One-third in March 2025
Mr. Garcia 50% 147,098 73,549 Two-thirds in March 2024;
One-third in March 2025
2023-2025 Options Earned
NAME PERCENTAGE
OF OPTION AWARDS
EARNED FOR 2023
PERFORMANCE OPTION AWARDS AVAILABLE OPTIONS EARNED
FOR 2023
PERFORMANCE VESTING SCHEDULE
Mr. Iannone 50% 640,820 320,210 One-third in each of:
March 2024;
March 2025;
March 2026
Mr. Priest 50% 243,972 121,986 One-third in each of:
March 2024;
March 2025;
March 2026
Mr. Boone 50% 152,482 76,241 One-third in each of:
March 2024;
March 2025;
March 2026
Ms. Loeger 50% 190,604 95,302 One-third in each of:
March 2024;
March 2025;
March 2026
Mr. Garcia 50% 190,604 95,302 One-third in each of:
March 2024;
March 2025;
March 2026
2023 Annual Cash Incentive Awards (eIP)

Plan Design ~~and Performance Period.~~

The ~~eBay Incentive Plan (“eIP”)~~eIP is a broad-based short-term cash incentive plan. The ~~Compensation Committee~~CHCC has set an annual performance period under the plan.

~~The plan is designed to support a tight link between~~

In the first quarter of the year, the CHCC approves Company performance measures based on business criteria and ~~any incentive payouts. The annual cash incentives payable for 2016 had both a FX-neutral revenue threshold and a non-GAAP net income minimum~~target levels of performance. After the end of each year, the CHCC approves the actual performance ~~threshold. Unless both of these minimum performance thresholds are met, there is no incentive payout. If both minimum performance thresholds are met,~~against the Company ~~uses total non-GAAP net income~~performance measures to determine the payout percentage ~~of the Company financial performance component~~for that portion of the annual cash ~~incentive.~~

Additionally, if the minimum performance thresholds are met, 75% of executive officers’ payouts under the plan are based on the Company’s performance as described above. To facilitate differentiation based on individual performance, the remaining 25% of awards are based on individual performance. As discussed in more detail below, the Compensation Committee considers many factors in determining the CEO’s individual performance, but does not assign specific weighting to these factors. The CEO partners with the Compensation Committee to similarly assess the individual performance of the other executive officers. In circumstances where the Company’s financial performance is above its minimum performance threshold but below the target performance threshold, a modifier is applied to the individual performance component to reduce it proportionately based on the Company financial performance component. For example, if the Company exceeded the FX-neutral revenue minimum performance threshold but total non-GAAP net income was 90% of the target performance threshold, then the individual performance component would be calculated as follows: target incentive amount x 25% x individual performance score x 90%. The maximum payout for both the Company financial performance and the individual performance components of the annual incentive plan is 200% of target.

plan.

~~Compensation Discussion and Analysis |~~~~Elements of Our Executive Compensation Program~~

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502024 Proxy Statement

Performance Measures and ~~Rationale.~~Rationale

The following table provides information on the Company performance measures set in ~~2016~~the first quarter of 2023 and rationale for their selection:

	PERFORMANCE MEASURES(1)		RATIONALE		TARGET
~~Performance Measures~~⁽¹⁾	Company performance measure					~~Rationale~~
~~Company financial performance measure~~
FX-neutral revenue ~~(threshold)~~ (threshold-only)		The ~~Compensation Committee~~CHCC believes that a minimum revenue threshold should be met before any cash incentive is paid. Once the minimum revenue threshold has been met, the Company financial performance component of the annual cash incentive payment is paid based on results in relation to the ~~Non-GAAP~~non-GAAP net income goal.		Threshold is set based primarily on the Company’s Board-approved budget for the year.
	Non-GAAP net income⁽²⁾		Non-GAAP net income is ~~the~~a key measure of short- and intermediate-term results for the Company given that it can be directly affected by the decisions of the Company’s management and provides ~~the most~~a widely followed measure of financial performance.		Targets are set based primarily on the Company’s Board-approved budget for the year.
~~Individual measure~~	Customer satisfaction improvement (kicker)		Improved customer satisfaction (CSAT) is expected to lead to revenue growth, and inclusion of the CSAT kicker confirms the Company’s focus on customers and key revenue-generating initiatives. The CSAT kicker can only apply if non-GAAP net income is at or above target.		Targets are set based on achievable and meaningful improvement to customer satisfaction surveys.
	Individual measure
	Individual performance		The ~~Compensation Committee~~CHCC believes that a portion of the compensation payable under this plan should be differentiated based on individual performance for which a review is conducted at the end of the ~~year.~~

⁽¹⁾year, including with respect to ESG factors.

~~Both minimum FX-neutral revenue and minimum non-GAAP net income~~

•

CEO’s assessment of the individual performance ~~thresholds must be met in order for there~~of the executive officers who are his direct reports while assessment of the CEO’s performance is made by the CHCC with input from the full Board.

•

In making its determination of the individual performance of each executive officer, the CHCC does not give any specific weighting to ~~be any incentive~~individual goals.

•

A modifier to individual performance is applied based on achievement of Company performance goals, regardless of individual goal achievement.

The Company modifier will adjust the individual payout based on Company performance orbetween a range of 80%-120%. For example, if the Company exceeded the FX-neutral revenue minimum performance threshold and total non- GAAP net income was 90% of the target performance threshold, then the individual performance component would be reduced by 10%. The base range of payouts for the individual performance component of the annual incentive plan is 0% to 200% of target, with ~~the payout level for~~potential upward modification of 20% when Company financial performance ~~component~~is at maximum.

(1)

Both minimum FX-neutral revenue and minimum non-GAAP net income performance thresholds must be met in order for there to be any incentive payout based on ~~the amount of non-GAAP net income.~~

⁽²⁾

Non-GAAP net income excludes certain items, primarily stock-based compensation expense and related employer payroll taxes, amortization or impairment of acquired intangible assets, impairment of goodwill, amortization of the deferred tax asset associated with the realignment of its legal structure and related foreign exchange effects, significant gains or losses and transaction expenses from the acquisition or disposal of a business and certain gains or losses on investments. Non-GAAP net income is calculated quarterly, is publicly disclosed as part of our quarterly earnings releases, and is a basis of third-party analysts’ estimates of the Company’s results.

~~Plan Mechanics and Targets.~~ ~~In the first quarter of the year, the Compensation Committee approves~~ Company performance ~~measures based on business criteria and target levels of performance. Targets are set based primarily on~~or individual performance, with the ~~Company’s Board-approved budget~~payout level for ~~the year.~~

The Compensation Committee also assesses annual cash incentive award opportunities against data from public filings of our peer group companies and general industry data for comparable technology companies that are included in proprietary third-party surveys, and it approves target annual cash incentive opportunities for our NEOs at approximately the 50th percentile based on that data. We review market data annually, but only periodically adjust incentive opportunities.

~~After the end of each year, the Compensation Committee approves the actual performance against the~~ Company financial performance ~~measures~~component based on the amount of non-GAAP net income, and, if non-GAAP net income performance is at or above target, such payout level may be increased by the CSAT kicker.

(2)

Non-GAAP net income excludes certain items, primarily stock-based compensation expense and related employer payroll taxes, amortization or impairment of acquired intangible assets, impairment of goodwill, amortization of the deferred tax asset associated with the realignment of the Company’s legal structure and related foreign exchange effects, significant gains or losses, transaction expenses from the acquisition or disposal of a business, certain gains or losses on investments and impacts of acquisitions or disposals of businesses. Non-GAAP net income is calculated quarterly, is publicly disclosed as part of our quarterly earnings releases, and is a basis of third-party analysts’ estimates of the Company’s results.

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2024 Proxy Statement51

Calculation Mechanics

The eIP is designed to support a tight link between Company performance and any incentive payouts. The annual cash incentives payable for 2023 had an FX-neutral revenue threshold. If the minimum performance threshold is met, the Company uses total non-GAAP net income to determine the payout percentage ~~for that portion~~of the Company financial performance component of the annual cash incentive ~~plan.~~ (from 0% for below threshold to 50% at threshold to 200% for maximum performance). If non-GAAP net income performance is achieved at target level or higher, the Company’s performance relative to CSAT goals could increase the Company financial performance component of the payout (by up to 10%, bringing the payout to 220% for maximum performance with the maximum CSAT kicker). However, if non-GAAP net income performance is below target level, the CSAT kicker will not apply. 75% of each executive officer’s target opportunity under the eIP is based on the Company’s performance as described above and, to facilitate differentiation based on individual performance, the remaining 25% is based on individual performance.

As discussed in more detail below, the CHCC considers many factors in determining the CEO’s individual performance but does not assign specific weighting to these factors. The CHCC consults with the CEO to similarly assess the individual performance of the other executive officers. Consistent with our commitment to aligning executive compensation with Company performance, the Company modifier will adjust the individual payout based on Company performance between a range of 80%-120%. For example, if the Company exceeded the FX-neutral revenue minimum performance threshold and total non-GAAP net income was 90% of the target performance threshold, then the individual performance component would be reduced by 10%. The base range of payouts for the individual performance component of the annual incentive plan is 0% to 200% of target, with potential upward or downward modification of 20% based on Company financial performance (bringing the individual component up to 240% for maximum individual performance and maximum Company financial performance).

Individual Performance

With respect to individual performance, our CEO presents the ~~Compensation Committee~~CHCC with his assessment of the individual performance of the executive officers who are his direct reports and recommends a bonus payout percentage for the individual performance component of the annual incentive plan based on his assessment. The ~~Compensation Committee~~CHCC reviews his assessments and payout recommendations, along with the scorecard evaluation and makes a subjective determination of the level of individual performance and payouts for each of those executive officers. In addition, the ~~Compensation Committee~~CHCC (with input from the ~~Chairman~~Chair of the Board and other independent members of the Board) makes a subjective determination of the individual performance of the CEO. In making its determination of the individual performance of each executive officer, the ~~Compensation Committee~~CHCC does not give any specific weighting to individual goals.

~~Base Salary~~

~~Assessment and Target Positioning Strategy.~~ ~~We review market data and approve each~~ For 2023, the executive ~~officer’s base salary for the year. Increases generally become effective on or around April 1~~^st of the year. We assess competitive market data on base salaries from public filings of our peer group companies and general industry data for comparable technology companies that are included in proprietary third-party surveys. When considering the competitive market data, we also recognize that the data is historical and does not necessarily reflect those companies’ current pay practices. We assess each executive officer’s base salary

~~Compensation Discussion and Analysis |~~~~Compensation Decisions for 2016~~

against the 50th percentile of the salaries paid to comparable executives at peer group companies and also consider individual performance, levels of responsibility, expertise, and prior experience in our evaluation of base salary adjustments.

~~Perquisites~~

We provide certain executive officers with limited perquisites and other personal benefits not available to all employees that we believe are reasonable and consistent with our overall compensation program and philosophy. These benefits are provided to enable the Company to attract and retain these executive officers. We periodically review the levels of these benefits providedteam set team goals related to our ~~executive officers.~~

~~Mr. Wenig~~sustainability and ~~Mr. Schenkel have access~~DE&I initiatives, including relating to ~~the corporate airplane for up to 50 hours~~diversity representation, inclusion and ~~20 hours of personal use, respectively, subject to Mr. Wenig~~belonging, recommerce and Mr. Schenkel fully reimbursing the Company for the incremental costs associated with such use. The Company does not grant bonuses to cover, reimburse, or otherwise “gross-up” any income tax owed for personal travel on the corporate airplane.

_➋ ~~Compensation Decisions for 2016~~

~~When making compensation decisions for our NEOs, the Compensation Committee evaluated each individual based on his or her leadership, competencies, innovation,~~carbon emissions, and both past and expected future contributions toward the Company’s financial, strategic, and other priorities. Under the leadership of Mr. Wenig, the Company made solid progress during the year against its long-term strategic plan as it began to deliver on its commitment to drive the best choice, the most relevance, and the most powerful selling platform. At the same time, Mr. Wenig and his leadership team focused on building a values-based culture that is inventive, bold, courageous, diverse and inclusive.

In addition, the Compensation Committee considered retention concerns as well as the total value of each NEO’s unvested equity awards. Based on its assessment, the Compensation Committee approved individual compensation arrangements for each NEO based on the factors and guidelines described above and in this section.

~~Determining 2016 Target Compensation for our CEO~~

The Compensation Committee takes a multi-year view of Mr. Wenig’s total compensation, with the objective of rewarding his leadership of the Company and tying his compensation to Company results and stock price performance. In doing so, the Compensation Committee has sought to focus Mr. Wenig’s attention on the longer-term performance of the Company.

~~The Compensation Committee considered many factors in setting the various components of Mr. Wenig’s compensation, including the factors set forth below. In evaluating performance~~success against these ~~factors, the Compensation Committee assigned no specific weighting to these factors and it evaluated individual performance in~~goals was a ~~holistic manner.~~

~~Providing leadership and vision to improve eBay’s position as a leading ecommerce player~~

~~Execution against the Company’s long-term strategic plan to drive the best choice, the most relevance, and the most powerful selling platform~~

~~Driving innovation and execution across eBay~~

~~Performance against target financial goals and operating goals including initiatives related to structured data, the shopping experience, mobile applications, and shipping~~

~~Building an excellent executive management team and a values-based culture that is inventive, bold, courageous, diverse, and inclusive to enable eBay to attract and retain top talent~~

~~Compensation Discussion and Analysis |~~~~Compensation Decisions for 2016~~

The Compensation Committee also reviewed and approved the salary, target annual cash incentive award, and target value of equity awards for our CEO considering available market data as well as Company and individual performance.

The Compensation Committee determined that Mr. Wenig’s base salary and target annual cash incentive award remained competitive without an increase and that his overall cash compensation was consistent with creating an ownership culture by focusing his compensation mix on equity rather than cash.

In determining Mr. Wenig’s 2016 equity award, the Compensation Committee recognized the strength of Mr. Wenig’s leadership team, his focus on shaping eBay’s culture to embrace innovation, risk-taking and diversityfactor considered in the ~~workforce~~CHCC’s subjective assessment of individual performance.

2023 Performance and Payouts

We discuss the ~~marketplace, the over-delivery of~~ financial results against targets, the execution against the long-term strategic plan to drive future growth, and engagement with current and potential investors. They also considered the year-over-year increase in the value of equity grants awarded in the prior year to CEOs of other large, public companies in the Internet and technology space.

~~The following table outlines Mr. Wenig’s 2016 compensation:~~

   2016    2015
Year-Over-Year
Change ($)

Year-Over-Year
Change (%)
Base Salary
   $ 1,000,000    $ 1,000,000    No change    No change
Target Annual Cash Incentive Award
(percentage of base salary)


200%



200%



No change



No change

Target Value of Equity Awards
   $ 12,500,000 *    $ 11,000,000    $ 1,500,000 *    14%

*	Allocated in accordance with the Company’s 2016 allocation: 60% PBRSUs and 40% RSUs. For the PBRSU portion of the award, if performance targets are met, the achieved portion of the award will vest 100% on March 15, 2019.

~~Breakdown of 2016 Compensation for our CEO~~

The following chart shows the breakdown of reported 2016 compensation for Mr. Wenig. This chart illustrates the predominance of equity incentives and performance-based components in our executive compensation program.

~~DEVIN WENIG~~

~~Compensation Discussion and Analysis |~~~~Compensation Decisions for 2016~~

~~Summary of Target Value of Equity Awards, Target Cash Incentive Award, and Salary for other NEOs~~

The Compensation Committee considered many factors in approving the various components of the other NEOs’ compensation, including the factors set forth below. In evaluating performance against these factors, the Compensation Committee assigned no specific weighting to these factors and it evaluated individual performance in a holistic manner.

~~Performance against target financial results for the NEO’s business unit or function~~

~~Defining business unit or function strategy and executing against relevant goals~~

Recognition of the interconnection between the eBay business units and functions and the degree to which each executive supported and drove the success of other business units or functions and the overall business

~~Organization development, including hiring, developing, and retaining the senior leadership team of the business unit or function~~

~~Achievement of strategic or operational objectives, including control of costs~~

~~Driving innovation and execution for the business unit or function~~

The Compensation Committee reviewed and approved the target value of equity awards, target annual cash incentive award, and salary for our NEOs based on available market data as well as Company and individual performance.

The Compensation Committee determined that the target annual cash incentive award and base salary for our other NEOs remained competitive without an increase and that their overall cash compensation was consistent with creating an ownership culture by focusing the compensation mix on equity rather than cash. The Committee determined equity awards based on delivery against business metrics, financial targets and Company-level leadership. The decreases in the total target value of 2016 equity awards compared to 2015 equity awards for Mr. Schenkel and Mr. Lawton reflect the fact that each received equity awards in 2015 that recognized either a new position in the Company or a new hire grant.

~~The following chart shows the compensation arrangements for our other NEOs:~~

NAME
2016 Base
Salary
Year-Over-Year
Change for Base
Salary ($)
2016 Target
Annual Cash
Incentive Award
Year-Over-
Year
Change
for Target
Annual Cash
Incentive
Award ($)
2016 Target
Value of
Equity
Awards*
Year-Over-
Year
Change
for Target
Value of
Equity
Awards ($)

Scott Schenkel
$ 650,000 No Change 100 % No Change $ 6,000,000 **    ($ 2,000,000 )
Stephen Fisher
$ 625,000 No Change 75 % No Change $ 7,000,000 ***    $ 3,500,000 ****
Harry Lawton
$ 650,000 No Change 75 % No Change $ 3,500,000 ***    ($ 2,500,000 )
Raymond Pittman
$ 580,000 n/a 75 % n/a $ 5,500,000 ***    n/a

*	~~Allocated in accordance with the Company’s 2016 allocation: 60% PBRSUs and 40% RSUs.~~

** For the PBRSU portion of the award, if performance targets are met, 100% of achieved portion of the award will vest on March 15, 2019.

*** For the PBRSU portion of the award, if performance targets are met, 50% of the achieved portion of the award will vest on March 15, 2018 and the remaining 50% of achieved portion of the award will vest on March 15, 2019.

**** Mr. Fisher had recently joined the Company at the time of his 2015 grant. As a result, Mr. Fisher’s 2015 grant was lower than typical due to the timing of this grant and his hire date. The target value of Mr. Fisher’s equity awards for 2016 reflects a full year of employment.

~~Compensation Discussion and Analysis |~~~~2016 Business Results~~

_➌ ~~2016 Business Results~~

~~The following is a summary of the business results that directly affected 2016 executive compensation, including performance-based equity awards and annual cash incentive awards.~~

~~PBRSUs~~

~~2015-2016 PBRSU Award~~

~~The following graphs show the goals and results achieved for the 2015-2016 performance period:~~


~~Foreign-exchange neutral~~ ~~(FX-neutral) revenue ($ billions)~~	~~Non-GAAP operating margin~~ ~~dollars ($ billions)~~	~~Return on Invested Capital (%)~~ ~~Modifier~~

~~The performance~~ goals for the ~~2015-2016~~2023 eIP performance period and corresponding performance results above in the “Executive Summary.” The financial performance goals were set in early 2015, before the impact of the completion of the Spin-Off of PayPal and the sale of eBay Enterprise were known. In early 2016, the Committee modified the performance goals for the 2015 component of the 2015-2016 performance period because the Committee determined that it was appropriate to adjust the performance goals to reflect the impact of the eBay Enterprise sale. The Committee also modified the non-GAAP operating margin performance goal, which was partially based on the Company’s pre-Spin-Off hedging strategy for the combined entity, to account for foreign-exchange rate impact and certain costs related to the Spin-Off of PayPal.

The targets for the 2015-2016 performance period were lower than the Company’s actual results for the 2014-2015 performance period. This is because the actual results for the 2014-2015 performance period included the performance of eBay, PayPal, and Enterprise for 2014, whereas the 2015-2016 targets were based solely on the performance of eBay.

Following the end of the performance period, as part of its review of the Company’s financial performance against the PBRSU targets and in accordance with its authority under the plan, the Committee considered whether the impact of any significant corporate events not contemplated at the time the targets were set should lead to an adjustment of any of the performance result. The Committee determined that it was appropriate to adjust the calculation of return on invested capital for 2016 to remove the impact of a non-cash deferred tax asset related to a legal structure realignment.

~~Compensation Discussion and Analysis |~~~~2016 Business Results~~

Actual awards under the PBRSU plan could range from 0% to 240% of the target awards. Based on the Company’s financial performance during the 2015-2016 performance period, the actual PBRSU awards were 126% of target and our NEOs received the following awards:

Name
   Percentage of
Target Size of Award for 2015-2016
Performance Cycle    Vesting Schedule
Devin Wenig
   126 % 282,494
100% on March 1, 2018
Scott Schenkel
   126 % 196,426
100% on March 1, 2018
Stephen Fisher
   126 % 91,711
50% on March 1, 2017; 50% on March 1, 2018
Harry Lawton
   126 % 75,740
50% on March 1, 2017; 50% on March 1, 2018
Raymond Pittman
   126 % 65,508
50% on March 1, 2017; 50% on March 1, 2018

~~Annual Cash Incentive Awards~~

~~2016 Annual Cash Incentive Goals and Plan Performance.~~

~~The following graphs show the goals and results achieved for the 2016 performance period:~~


~~FX-neutral revenue~~ ~~($ billions)~~		~~Non-GAAP net income~~ ~~($ billions)~~

~~The performance goals for the 2016 performance period were set in early 2016~~2023 based primarily on the Company’s budget for the ~~year. The~~year, at which time the CHCC believed that achievement of the target Company financial performance ~~goal for FX-neutral revenue is a minimum revenue threshold that must~~goals would be ~~met for the annual cash incentive payment to be paid~~challenging based on ~~actual results in relation to~~macroeconomic headwinds and our internal forecasts at the ~~Non-GAAP net income performance goals. The target for Non-GAAP net income for 2016 was~~time, including anticipated continued impacts of inflationary pressure and lower ~~than the actual results for Non-GAAP net income in 2015 because the 2016 target reflected the anticipated foreign-exchange rate impact of a stronger U.S. dollar and certain Spin-Off related costs.~~

consumer confidence. In early ~~2017, as~~2024, the CHCC reviewed the financial results under the eIP, which were above threshold. As part of its review of the Company’s financial performance against the annual cash incentive plan targets and in accordance with its authority under the ~~plan,~~eIP, the ~~Compensation Committee~~CHCC considered whether the impact of any significant corporate events not contemplated at the time the targets were set should lead to an adjustment of any of the performance results. The ~~Compensation Committee~~CHCC determined that it was appropriate to adjust non-GAAP net income ~~to remove~~performance for certain unforeseen impacts—interest income driven by rising interest rates and certain additional investment approved by the Board, as well as the impact of ~~incremental interest expense from~~certain unplanned, one-time litigation expense—which resulted in a net downward adjustment. Accordingly, the ~~Company’s 2016 offering~~Company financial performance component was certified by the CHCC at 174% of ~~institutional and retail bonds and to eliminate the gain realized from de-designation~~target for all NEOs. This Company financial performance achievement also resulted in a 20% upward modification of ~~certain foreign exchange hedges related to the realignment of our legal structure in 2016.~~

In addition, the Compensation Committee reviewed Mr. Wenig’s performance for the purpose of determining the individual portion of his 2016 annual cash incentive award, with input from the entire Board. The Compensation Committee did not assign fixed weightings to specific individual goals or performance criteria. Instead, it took a holistic view of performance during the year and the Company’s positioning for the future. The Compensation Committee considered the strong financial results in 2016 and the solid positioning of the core eBay business, StubHub and Classifieds. As a result, the individual performance component under the eIP. While the Company saw improved CSAT performance in 2023, the CSAT performance results were below target, so the CSAT kicker was not factored into the Company performance component.

The CHCC considered the factors listed above when assessing Mr. Iannone’s individual performance. Mr. Iannone’s individual component of ~~Mr. Wenig’s~~the annual cash incentive ~~award~~ was established at ~~150%~~120% of target and ~~his~~was modified upward by 20% as a result of the above-target Company financial performance component. Mr. Iannone’s total earned annual incentive award for ~~2016~~2023, including the Company financial component and the individual component, was ~~121.5%~~167% of target.

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522024 Proxy Statement

For the other NEOs, the individual performance component was recommended to the CHCC by Mr. Iannone based on his assessment of each executive’s performance using the scorecard factors described above, which the CHCC reviewed and approved. The earned annual incentive award for each of our NEOs for 2023 was as follows:
NAME ANNUAL CASH
INCENTIVE TARGET
AS PERCENTAGE OF
BASE SALARY ANNUAL CASH
INCENTIVE
AWARD FOR
2023 COMPANY
PERFORMANCE
PAYOUT % PERFORMANCE
PAYOUT AS %
OF TARGET
Mr. Iannone 200% $ 3,330,000 174% 167%
Mr. Priest 100% $ 1,320,000 174% 165%
Mr. Boone 75% $ 842,906 174% 166%
Ms. Loeger 75% $ 905,625 174% 173%
Mr. Garcia 75% $ 842,906 174% 166%
Further Considerations for Setting Executive Compensation
Role of Consultants in Compensation ~~Discussion~~Decisions

Pay Governance serves as the CHCC’s independent compensation consultant. It provides the CHCC with advice and ~~Analysis |~~resources to help the CHCC assess the effectiveness of the Company’s executive compensation strategy and programs. Pay Governance reports directly to the CHCC, and the CHCC has the sole power to terminate or replace Pay Governance at any time.

As part of its engagement, the CHCC has directed Pay Governance to work with our Senior Vice President, Chief People Officer and other members of management to obtain information necessary for Pay Governance to form recommendations and evaluate management’s recommendations to the CHCC. Pay Governance also meets with the CHCC during its regular meetings, in executive session (where no members of management are present), and with the CHCC chair and other members of the CHCC outside of the CHCC’s regular meetings. As part of its engagement in 2023, Pay Governance provided a market overview of executive compensation, evaluated the Company’s peer group composition, evaluated compensation levels at the peer group companies, assessed and proposed equity and cash compensation guidelines for various executive job levels, assessed compensation for the Company’s executive officers, advised on the framework for the Company’s long-term incentive awards, and assessed Board compensation. Pay Governance also provided guidance to the CHCC with respect to recent regulatory developments regarding executive compensation, including pay versus performance disclosure and clawback policies. Pay Governance does not provide any other services to the Company.

Compensation Consultant Conflict of Interest Assessment

The CHCC recognizes that it is essential to receive objective advice from its compensation advisors. To that end, the CHCC closely examines the procedures and safeguards that its compensation advisor takes to ensure that its services are objective. The CHCC has assessed the independence of Pay Governance pursuant to SEC rules and concluded that Pay Governance is independent pursuant to SEC and Nasdaq rules and Pay Governance’s work for the CHCC does not raise any conflict of interest.

Risk Assessment of Compensation Policies and Practices

We have assessed the compensation policies and practices for our employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company. This analysis was presented to the CHCC, which agreed with this conclusion.

Peer Group Considerations

To set total compensation guidelines, we review market data of companies that are comparable to eBay and that we believe compete with eBay for executive talent, business and capital. We review both specific data from peer group companies’ public filings and general industry data for comparable technology companies that are included in proprietary third-party surveys. We believe that it is necessary to consider this market data in making compensation decisions to attract and retain talent. We also recognize that, at the executive level, we compete for talent against larger global companies, as well as smaller, non-public companies.

To assess whether the peer group continues to reflect the markets in which we compete for executive talent, the CHCC reviews and approves the peer group each year with the assistance of Pay Governance. In deciding whether a company should be included in the peer group, the CHCC generally considers the following criteria:

•

revenue;

•

market value;

•

historical growth rates;

•

primary line of business;

•

whether the company has a recognizable and well-regarded brand; and

•

whether we compete with the company for talent.

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2024 Proxy Statement53

For each member of the peer group, one or more of the factors listed above was relevant to the reason for inclusion in the group, and, similarly, one or more of these factors may not have been relevant to the reason for inclusion in the group.

The CHCC evaluates the Company’s peer group on an annual basis with the assistance of Pay Governance. No changes were made to the peer group for 2023, which continued to consist of the following companies:

[MISSING IMAGE: tb_2023peergroup-pn.jpg]

In 2023, after considering the factors listed above, and with the assistance of Pay Governance, the CHCC determined to refresh the Company’s peer group for 2024, including making the following changes:

Severance and Change Inin Control Arrangements with Executive Officers and Clawbacks

The payout level under the annual cash incentive plan could range from 0%-200% of target. The Company performance component (75%) of the annual cash incentive plan was based on the Company’s non-GAAP net income for 2016 (and the achievement of the FX-neutral revenue threshold) and paid at 112% of target. The individual performance component (25%) was based on each NEO’s individual performance score and the total earned annual incentive award for 2016 for eachobjective of our ~~NEOs were paid at between 105.3% and 121.5% of target as follows:~~

Name
   Annual Cash Incentive Target
as Percentage of Base Salary
Annual cash
Incentive Award for 2016
Devin Wenig
   200 %    $ 2,430,000
Scott Schenkel
   100 %    $ 789,750
Stephen Fisher
   75 %    $ 493,359
Harry Lawton
   75 %    $ 513,094
Raymond Pittman
   75 %    $ 457,837

_➍ ~~Severance and Change In Control Arrangements with Executive Officers and Clawbacks~~

~~Our objective in creating the~~ severance and change in control arrangements ~~described below was~~is to provide fair and reasonable severance that ~~would~~will also serve as a retention incentive for those impacted by a change in control or similar transactions. We believe that these protections help the Company attract and retain highly talented executive officers.

~~In advance~~

Severance Arrangements Outside of ~~the Spin-Off of PayPal~~a Change in ~~2015, we adopted the eBay Inc.~~Control

Our SVP and Above Standard Severance Plan, as amended and ~~Summary Plan Description~~restated (the “Standard Severance Plan”), together with the award agreements for our various forms of equity awards, cover officers employed as a senior vice president or in a more senior position, and the eBay Inc. Change in Control Severance Plan for Key Employees and Summary Plan Description (the “Change in Control Severance Plan”). In considering the protections included in these plans, we conducted a comprehensive review of protections provided to senior executives of our peer group and took into account the information about candidates’ expectations learned in the course of recruiting efforts in 2015 for talented senior leaders to complete our leadership team. When considering whether to enter into arrangements outside these plans, the Compensation Committee was also mindful that newly recruited executives were either leaving relatively secure employment arrangements or turning down attractive alternative offers and determined that these protections should be extended to certain, then-current executives in order to maintain internal alignment.

~~Severance Arrangements Outside a Change in Control~~

~~The Company’s Standard Severance Plan provides~~generally provide severance protection outside of a change in control period if a participant is terminated without cause and signs and does not revoke a waiver of claims against the Company. ~~Mr. Fisher~~Messrs. Iannone, Priest, Boone and ~~Mr. Pittman~~Garcia and Ms. Loeger participate in the Standard ~~Severance Plan.~~

~~Mr. Wenig, Mr. Schenkel and Mr. Lawton do not participate in the Standard~~

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542024 Proxy Statement

Severance Plan. For Mr. Wenig and Mr. Schenkel entered into offer letters with the Company in 2014 in connection with their appointment to their current roles at the Company, which provided for severance arrangements if they are respectively terminated without cause or resign for good reason not in connection with a change in control, and sign and do not revoke a waiver of claims against the Company. Mr. Lawton, who was hired a few months before the Spin-Off of PayPal, does not participate inIannone, the Standard Severance Plan ~~because~~also covers his ~~offer letter provided severance arrangements if he is terminated without cause or resigns~~resignation for good reason ~~not~~and provides enhanced benefits for the role of CEO. Additional termination benefits in connection with our NEOs’ PBSO awards are also provided upon a ~~change~~qualifying termination under the Standard Severance Plan or upon the officer’s death or disability.

Severance Arrangements in ~~control, and he signs and does not revoke~~Connection with a ~~waiver of claims against the Company.~~

~~Compensation Discussion and Analysis |~~~~Severance and~~ Change Inin Control ~~Arrangements with Executive Officers and Clawbacks~~

~~The following chart describes the severance benefits that each of our NEOs would receive if terminated outside of a change in control.~~


		~~Standard Severance Plan~~ ~~Participants~~	~~Mr. Wenig and~~ ~~Mr. Schenkel~~	~~Mr. Lawton~~
~~Cash~~ ~~Elements~~	~~Severance~~	~~1x salary and 1x target cash incentive award~~	~~2x salary and 2x target cash incentive award~~	~~1-1.5x salary and1-1.5x~~ ~~target cash incentive award~~⁽¹⁾
	~~eIP~~	~~Prorated payment for year in which termination occurs~~⁽²⁾
	~~Health Premium~~	~~2x the cost of 12 months of health insurance coverage~~	~~No payment~~	~~No payment~~
	~~Make Good Award~~	~~Payment of any unpaid cash “make good” awards~~	~~n/a~~	~~Same as Plan~~

~~Equity~~ ~~Elements~~	~~Options and RSUs~~	~~100% acceleration of awards that would have otherwise vested within 12 months of termination date~~⁽³⁾
~~Equity~~ ~~Elements~~	~~PBRSUs~~	~~100% acceleration of awards that would have otherwise vested within 12 months of termination date~~^(3)(4)(5)

⁽¹⁾

Mr. Lawton’s severance payment is equal to one and half times salary and one and half times target cash incentive award if his termination is after the one-year anniversary but before the second anniversary of the commencement of his employment. If his termination is after the second anniversary of the commencement of his employment, then his severance payment is equal to one times salary and one times target cash incentive award.

⁽²⁾

For Mr. Wenig and Mr. Schenkel and Mr. Lawton, based only on actual performance with respect to the Company performance element for the full year. For Standard Severance Plan Participants, based on actual performance with respect to the Company performance element for the full year and target performance with respect to the Individual performance element.

⁽³⁾

For Mr. Wenig, Mr. Schenkel and Mr. Lawton, the Company shall pay cash in lieu of accelerated vesting. For Standard Severance Plan Participants, the Company can elect to pay cash in lieu of accelerated vesting. The cash value of such unvested equity is determined using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to his or her termination date.

⁽⁴⁾	For Standard Severance Plan Participants, this includes the actual amount of shares that would have been granted with respect to PBRSUs for performance periods completing on or before the first anniversary of the date of his or her termination.

⁽⁵⁾	~~For Mr. Wenig, Mr. Schenkel and Mr. Lawton, this includes the target amount of shares with respect to PBRSUs for performance periods for which achievement has not yet been determined.~~

~~Severance Arrangements in connection with a Change in Control~~

The Company has not entered into any arrangements with any of its ~~executive officers~~NEOs to provide “single trigger” severance payments upon a change in control.

The Company’s equity incentive plans generally provide for the acceleration of vesting of awards granted under the plans upon a change in control only if the acquiring entity does not agree to assume or continue the awards. These provisions generally apply to all holders of awards under the equity incentive plans.

The Company’s Change in Control Severance Plan ~~provides~~for Key Employees, as amended and restated (the “Change in Control Severance Plan”), together with the award agreements for our various forms of equity awards, provide severance protection for executives at the level of VP or in a more senior position in connection with a change in control if a participant is terminated without cause or resigns for good reason and signs and does not revoke a waiver of claims against the Company. ~~Mr. Fisher~~Messrs. Iannone, Priest, Boone and ~~Mr. Pittman~~Garcia and Ms. Loeger participate in the Change in Control Severance Plan.

~~Mr. Wenig, Mr. Schenkel, and Mr. Lawton do not participate in~~ Certain payments under the Change in Control Severance Plan are reduced by any similar severance payments made under the Company’s other severance plan or agreement, including the Standard Severance Plan. ~~Mr. Wenig and Mr. Schenkel entered into offer letters with the Company in 2014~~Additional termination benefits in connection with ~~their appointment to their current roles at the Company, which~~our NEOs’ PBSO awards are also provided ~~for~~upon a change in ~~control arrangements if they are respectively terminated without cause~~control.

Please see “Executive Compensation Tables—Potential Payments Upon Termination or ~~resign~~Change in Control” below for ~~good reason~~further information regarding the Standard Severance Plan, the Change in ~~connection with a change~~Control Severance Plan, and other termination protections described in

~~Compensation Discussion and Analysis |~~~~Severance~~ this “Severance and Change Inin Control Arrangements with Executive Officers and Clawbacks” section.

Clawbacks

~~control, and sign and do not revoke a waiver of claims against~~

In 2014, the Company. Mr. Lawton, who was hired a few months before the Spin-Off of PayPal, does not participate in the Change in Control Severance Plan because his offer letter provided change in control arrangements if he is terminated without cause or resigns for good reason in connection with a change in control, and signs and does not revoke a waiver of claims against the Company.

~~The following chart describes the severance benefits that each of our NEOs would receive if they are terminated in connection with a change in control.~~


		~~Change in Control Severance~~ ~~Plan Participants~~	~~Mr. Wenig and~~ ~~Mr. Schenkel~~	~~Mr. Lawton~~
~~Cash~~ ~~Elements~~	~~Severance~~	~~2x salary and 2x target cash incentive award~~
	~~eIP~~	~~1x target cash incentive award~~	~~Prorated payment for year in which termination occurs~~⁽¹⁾	~~Prorated payment for year in which termination occurs~~⁽¹⁾
	~~Health Premium~~	~~2x the cost of 24 months of health insurance coverage~~	~~No payment~~	~~No payment~~
	~~Make Good Award~~	~~Payment of any unpaid cash “make good” awards~~	~~n/a~~	~~Same as Plan~~

~~Equity~~ ~~Elements~~	~~Options and RSUs~~	~~100% acceleration of awards~~⁽²⁾
~~Equity~~ ~~Elements~~	~~PBRSUs~~	~~100% acceleration of awards~~⁽²⁾⁽³⁾

⁽¹⁾

For Mr. Wenig and Mr. Schenkel and Mr. Lawton, based only on actual performance with respect to the Company performance element for the full year. For Change in Control Severance Plan Participants, based on target performance with respect to both the Company performance element and the Individual performance element.

⁽²⁾

For Mr. Wenig, Mr. Schenkel and Mr. Lawton, the Company shall pay cash in lieu of accelerated vesting. For Change in Control Severance Plan Participants, the Company can elect to pay cash in lieu of accelerated vesting. The cash value of such unvested equity is determined using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to his or her termination date.

⁽³⁾	~~This payment includes the target amount of shares subject to PBRSUs for performance periods for which achievement has not yet been determined.~~

~~Clawbacks~~

~~The Compensation Committee has~~CHCC adopted a clawback policy that covers each officer employed as a ~~vice president~~Vice President or in a more senior position and applies to incentive compensation, which includes any cash incentive award, equity award, or equity-based award paid or awarded to any covered employee during the period in which he or she is designated as a covered employee. For all covered employees, the occurrence of either of the following events is covered: (a) an action or omission by the covered employee that constitutes a material violation of the Company’s Code of Business Conduct and Ethics or (b) an action or omission by the covered employee that results in material financial or reputational harm to the Company. In addition, for covered employees that are employed as a ~~senior vice president~~Senior Vice President or in a more senior position or a ~~vice president~~Vice President who is a member of the finance function, the following event is also covered: a material restatement of all or a portion of the Company’s financial statements that is the result of a supervisory or other failure by the covered employee.

~~Compensation Discussion and Analysis |~~~~Further Considerations for Setting Executive Compensation~~

Under the clawback policy, the ~~Compensation Committee~~CHCC has the authority and discretion to determine whether an event covered by the policy has occurred and, depending on the facts and circumstances, may (but need not) require the full or partial forfeiture and/or repayment of any incentive compensation covered by the policy that was paid or awarded to a covered employee. The forfeiture and/or repayment may include all or any portion of the following:

•

Any incentive compensation that is greater than the amount that would have been paid to the covered employee had the covered event been known;

•

Any outstanding or unpaid incentive compensation, whether vested or unvested, that was awarded to the covered employee; and

•

Any incentive compensation that was paid to or received by the covered employee (including gains realized through the exercise of stock options) during the twelve-month period preceding the date on which the Company had actual knowledge of the covered event or the full impact of the covered event was known, or such longer period of time as may be required by any applicable statute or government regulation.

_➎ ~~Further Considerations for Setting Executive Compensation~~

~~Role of Consultants in Compensation Decisions~~

~~Pay Governance serves~~

Additionally, in 2023 the CHCC adopted a supplemental clawback policy, effective as of December 1, 2023, that complies with the ~~Compensation Committee’s independent compensation consultant. It provides~~new SEC rules under the ~~Compensation Committee with advice~~Dodd-Frank Act and ~~resources to help~~ the ~~Compensation Committee assess the effectiveness~~applicable Nasdaq listing rules. The supplemental clawback policy covers our “executive officers,” as defined in Section 16 of the Company’s executive compensation strategy and programs. Pay Governance reports directly to the Compensation Committee, and the Compensation Committee has the sole power to terminate or replace Pay Governance at any time.

~~As part~~Exchange Act (including each of ~~its engagement, the Compensation Committee has directed Pay Governance to work with~~ our Senior Vice President, Chief People Officer and other members of management to obtain information necessary for Pay Governance to form recommendations and evaluate management’s recommendations to the Compensation Committee. Pay Governance also meets with the Compensation Committee during its regular meetings, in executive session (where no members of management are present)NEOs), and ~~with~~generally requires (subject to certain exceptions) that the Compensation Committee chair and other members of the Compensation Committee outside of the Compensation Committee’s regular meetings. As part of its engagement in 2016, Pay Governance provided an environmental scan of executiveCompany claw back certain incentive-based compensation evaluated the Company’s peer group composition, evaluated compensation levels at the peer group companies, assessed and proposed equity and cash compensation guidelines for various executive job levels, assessed compensation for the Company’s executive officers, advised on the framework for the Company’s long-term incentive awards, and assessed Board compensation. Pay Governance does not provide any other services to the Company.

~~Compensation Consultant Conflict of Interest Assessment~~

The Compensation Committee recognizes that it is essential to receive objective advice from its compensation advisors. To that end, the Compensation Committee closely examines the procedures and safeguards that its compensation advisor takes to ensure that its services are objective. The Compensation Committee has assessed the independence of Pay Governance pursuant to SEC rules and concluded that Pay Governance’s work for the Compensation Committee does not raise any conflict of interest.

~~Peer Group Considerations~~

To set total compensation guidelines, we review market data of companies that are comparable to eBay and that we believe compete with eBay for executive talent, business, and capital. We review both specific data from peer group companies’ public filings and general industry data for comparable technology companies that are included in proprietary third party surveys. We believe that it is necessary to consider this market data in making compensation decisions to attract and retain talent. We also recognize that, at the executive level, we compete for talent against larger global companies,erroneously awarded as ~~well as smaller, non-public companies.~~

~~Compensation Discussion and Analysis |~~~~Further Considerations for Setting Executive Compensation~~

To assess whether the peer group continues to reflect the markets in which we compete for executive talent, the Compensation Committee reviews and approves the peer group each year with the assistance of its compensation consultant. In deciding whether a company should be included in the peer group, the Compensation Committee generally considers the following screening criteria:

~~revenue;~~

~~market value;~~

~~historical growth rates;~~

~~primary line of business;~~

~~whether the company has a recognizable and well-regarded brand; and~~

~~whether we compete with the company for talent.~~

A part of its annual review following the Spin-Off of PayPal, the Compensation Committee determined that several financial services companies were no longer relevant for eBay as a stand-alone company and added several technology companies that it believed were relevant following the Spin-Off based on the peer group selection criteria noted above. The companies removed from the peer group were American Express Company, Capital One Financial Corp., Charles Schwab & Co., Inc., MasterCard Incorporated and Visa Inc. The companies added to peer group were Electronic Arts Inc., LinkedIn Corporation, Netflix, Inc., PayPal Holdings, Inc., salesforce.com, inc., The Priceline Group Inc., and Twitter, Inc. As a result of ~~these changes,~~financial restatements and includes both “material restatements” and “little r” restatements (restatements of financials for a prior period to correct an error that would otherwise result in a material misstatement in the ~~peer group consisted~~current period, even though the error is immaterial as to financials of the ~~following companies~~past period when it was reported). The supplemental clawback policy is filed with the SEC as an exhibit to our Annual Report on Form 10-K for ~~2016:~~

the fiscal year ended December 31, 2023.

~~Adobe Systems Incorporated~~

~~Alphabet Inc.~~

~~Amazon.com, Inc.~~

~~Cisco Systems, Inc.~~

~~Electronic Arts Inc.~~

~~Facebook, Inc.~~

~~Intel Corporation~~

~~Intuit Inc.~~

~~LinkedIn Corporation~~

~~Microsoft Corporation~~

~~Netflix, Inc.~~

~~PayPal Holdings, Inc.~~

~~salesforce.com, inc.~~

~~Symantec Corporation~~

~~The Priceline Group Inc.~~

~~Twitter, Inc.~~

~~Yahoo! Inc.~~

~~Impact of Accounting and Tax Requirements on~~

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2024 Proxy Statement55

Compensation

~~We are limited by Section 162(m) of the Code to a deduction for federal income tax purposes of up to $1 million of compensation paid to our CEO~~ and any of our other three most highly compensated executive officers, other than our CFO, in a taxable year. Compensation above $1 million may be deducted if, by meeting certain technical requirements, it can be classified as “performance-based compensation.” The annual cash incentive program was last approved by our stockholders in 2015. Under the annual cash incentive program, the portion of the awards attributable to Company performance is intended to qualify as “performance-based compensation” under Section 162(m). Certain grants under the 2008 Equity Incentive Award Plan, which was last approved by our stockholders in 2016, are also intended to qualify as “performance-based compensation.” Although the CompensationHuman Capital Committee ~~uses the requirements of Section 162(m) as a guideline, deductibility is not the sole factor it considers in assessing the appropriate levels and types of executive compensation.~~ Report

The Compensation ~~Committee expressly retains the full discretion to forgo deductibility when the Compensation Committee believes it to be in the interests of the Company~~ and ~~our stockholders.~~

~~Compensation | Compensation Committee~~

~~Compensation Committee Report~~

~~The Compensation~~Human Capital Committee reviews and approves Company compensation programs on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation and Human Capital Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. Based upon the review and discussions referred to above, the Compensation and Human Capital Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and eBay’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~

~~COMPENSATION COMMITTEE~~

2023.

Compensation and Human Capital Committee

[MISSING IMAGE: sg_adrianembrown-bw.jpg]

[MISSING IMAGE: sg_paulspressler-bw.jpg]

Adriane M. Brown (Chair)

Logan D. Green

Paul S. Pressler

~~Edward W. Barnholt~~

~~Anthony J. Bates~~

~~Bonnie S. Hammer~~

~~Kathleen C. Mitic~~

~~Thomas J. Tierney~~

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562024 Proxy Statement

Executive Compensation Tables | ~~2016~~

2023 Summary Compensation Table

~~Compensation Tables~~

~~2016 Summary Compensation Table~~

The following table, footnotes, and narrative summarize the total compensation earned by each of our ~~named executive officers, or~~ NEOs for the fiscal year ended December 31, ~~2016~~2023 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal years ended December 31, ~~2015~~2022 and ~~2014.~~

Name and Principal
Position (a)
Year
(b) Salary
($) (c) Bonus
($) (d) Stock
Awards
($) (e) Option
Awards
($) (f) Non- Equity
Incentive Plan
Compensation
($) (g) Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($) (h) All Other
Compensation
($) (i)
Total
($)

Devin N. Wenig
President and Chief
Executive Officer
2016 1,000,000 0 12,500,033 0 2,430,000 0 11,159 15,941,192
2015 942,308 0 9,188,884 1,667,333 2,695,000 0 15,902 14,509,427
2014 823,077 0 6,993,672 1,364,467 1,303,188 0 11,261 10,495,665
Scott F. Schenkel
Senior Vice President,
Finance and Chief
Financial Officer
2016 650,000 0 5,972,030 0 789,750 0 10,746 7,422,526

2015

621,154 0 6,857,377 1,192,618 888,250 0 12,746 9,572,145
Stephen Fisher
Senior Vice President,
Chief Technology
Officer
2016 625,000 200,000 6,967,348 0 493,359 0 10,600 8,296,307

2015

625,000 200,000 2,888,421 473,879 535,547 0 2,513,912 7,236,759
Harry A. Lawton
Senior Vice President,
North America
2016 650,000 300,000 3,483,686 0 513,094 0 10,600 4,957,380

2015

400,000 300,000 5,324,787 395,163 342,750 0 4,084,769 10,847,469
Raymond J. Pittman
Senior Vice President,
Chief Product Officer
2016 580,000 0 5,474,346 0 457,837 0 10,600 6,522,783

~~Bonus (Column (d))~~

2021.

NAME AND PRINCIPAL POSITION (a)	YEAR (b)		SALARY ($) (c)		BONUS ($) (d)		STOCK AWARDS ($) (e)		OPTION AWARDS ($) (f)		NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (g)		CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) (h)		ALL OTHER COMPENSATION ($) (i)		TOTAL ($)
Jamie Iannone President and Chief Executive Officer (“CEO”)		2023		1,000,000		—		12,904,448		4,141,196		3,330,000		—		185,025		21,560,669
		2022		1,000,000		—		10,103,040		3,747,722		1,722,000		—		377,563		16,950,325
		2021		1,000,000		1,500,000		15,000,111		—		4,050,000		—		134,991		21,685,102
Steve Priest Senior Vice President, Chief Financial Officer (“CFO”)		2023		800,000		—		4,979,143		1,577,614		1,320,000		—		50,327		8,727,085
		2022		788,462		1,750,000		4,209,628		1,561,565		662,308		—		433,958		9,405,920
		2021		389,423		2,250,000		9,832,329		—		817,789		—		238,433		13,527,975
Cornelius Boone Senior Vice President, Chief People Officer		2023		675,000		380,000		3,064,104		986,006		842,906		—		26,566		5,974,582
		2022		668,077		830,000		2,357,411		874,473		431,411		—		180,738		5,342,110
		2021		582,981		2,300,000		6,508,553		—		767,349		—		171,611		10,330,494
Julie Loeger Senior Vice President, Chief Growth Officer		2023		700,000		500,000		3,805,581		1,232,517		905,625		—		27,665		7,171,388
		2022		688,462		800,000		2,806,419		1,041,077		487,947		—		167,431		5,991,336
		2021		625,000		1,250,000		7,223,993		—		984,375		—		216,984		10,300,352
Eddie Garcia Senior Vice President, Chief Product Officer		2023		675,000		2,250,000		3,918,664		1,232,517		842,906		—		19,050		8,938,137
Eddie Garcia Senior Vice President, Chief Product Officer		2022		467,308		2,666,500		6,560,035		1,030,789		294,404		—		2,484		11,021,520

(1)

Mr. ~~Fisher~~Garcia became an NEO in fiscal 2022.

Bonus (Column (d))

Mr. Boone received a new-hire transition payment of $380,000, made in part to offset equity compensation forgone when he left his prior employer, and which was subject to partial repayment if he had left the Company prior to the third anniversary of his start date.

Ms. Loeger received a new-hire transition payment of $500,000, made in part to offset equity compensation forgone when she left her prior employer to join eBay.

Mr. ~~Lawton~~Garcia received ~~these supplemental cash payments pursuant~~a new-hire transition payment of $2,250,000, made in part to ~~their offer letters.~~

~~Stock Awards (Column (e))~~

offset equity compensation forgone when he left his prior employer to join eBay, and which is subject to partial repayment if he leaves prior to the second anniversary of such payment.

Stock Awards (Column (e))

The amounts reported in the Stock Awards column represent the aggregate grant date fair value of ~~time-based restricted stock units, or~~ RSUs and ~~performance-based restricted stock units, or~~ PBRSUs granted to each of our NEOs in ~~2016, 2015, and 2014, respectively,~~each of the applicable years, calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, ~~Compensation —~~ Compensation—Stock Compensation. The grant date fair value of RSUs is determined using the fair value of our common stock on the date of grant, and the grant date fair value of PBRSUs is calculated based on the fair value of our common stock on the date of grant and the probable outcome of the performance measures for the applicable performance period as of the date on which the PBRSUs are granted. This ~~estimated~~grant date fair value for PBRSUs is different from (and lower than) the maximum value ~~of PBRSUs~~ set forth below. Additionally, because the PBRSUs granted in 2023 are comprised of three one-year performance metrics, only one-third of the shares underlying these PBRSU awards were treated as granted in 2023 for accounting purposes. Similarly, one-third of the shares underlying the PBRSUs actually granted in 2022 were treated as granted in 2023 for accounting purposes. The equity incentive awards included in this column were all awarded under the Company’s ~~2008~~ Equity Incentive Award Plan, as amended and restated.

~~RSUs:~~ ~~For 2016,~~

RSUs: RSU awards were granted to our NEOs in connection with the Company’s annual equity grant inon April 1, 2023 with a grant date value of ~~$5,000,018~~$8,282,415 for Mr. ~~Wenig, $2,388,812~~Iannone, $3,155,239 for Mr. ~~Schenkel, $2,786,939~~Priest, $1,972,025 for Mr. ~~Fisher, $1,393,470~~Boone, $2,465,020 for Ms. Loeger and $2,465,020 for Mr. ~~Lawton, and $2,189,748 for Mr. Pittman.~~

Garcia.

~~Compensation Tables |~~~~2016 Summary Compensation Table~~

~~PBRSUs:~~PBRSUs: PBRSUs provide an opportunity for our NEOs to ~~receive time-based~~earn RSUs if the performance measures for a particular time ~~period — typically 24 months —~~ period—in this case 36 months—are met. For a description of the performance measures for the ~~2016-2017~~2022-2024 and 2023-2025 PBRSU awards, see ~~“Compensation Discussion~~“—2023 Compensation Design and ~~Analysis — Elements of Our Executive Compensation Program —~~Determinations—2023 Long-Term Equity Incentive ~~Awards —~~ Awards—PBRSU ~~Program”~~Program—Performance Measures and Rationale” above.

For ~~2016,~~2023, the portions of the 2022-2024 PBRSU awards that were treated as granted ~~were to our NEOs in connection with the Company’s annual equity grant in April with~~for accounting purposes on January 1, 2023 had a grant date value of ~~$7,500,015~~$1,767,242 for Mr. ~~Wenig, $3,583,218~~Iannone, $736,364 for Mr. ~~Schenkel, $4,180,409~~Priest, $412,367 for Mr. ~~Fisher, $2,090,216~~Boone, $490,910 for Ms. Loeger and $603,993 for Mr. ~~Lawton, and $3,284,598~~Garcia.

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2024 Proxy Statement57

For 2023, the portions of the 2023-2025 PBRSU awards that were treated as granted for accounting purposes on April 1, 2023 had a grant date value of $2,854,791 for Mr. ~~Pittman.~~

Iannone, $1,087,540 for Mr. Priest, $679,712 for Mr. Boone, $849,652 for Ms. Loeger and $849,652 for Mr. Garcia.

Assuming the highest level of performance is achieved under the applicable performance measures for the ~~2016-2017~~portions of the 2022-2024 and 2023-2025 PBRSU awards that were treated as granted for accounting purposes in 2023, the maximum possible value of such portion of these PBRSU awards allocated to our NEOs using the fair value of our common stock on the date that such awards were granted for accounting purposes is presented below:

NAME	MAXIMUM VALUE OF PBRSUs (AS OF GRANT DATE)
Mr. Iannone		$	12,078,643
Mr. Priest		$	4,771,511
Mr. Boone		$	2,853,218
Ms. Loeger		$	3,500,395
Mr. Garcia		$	3,805,136

The value that our NEOs received in 2023 from the vesting of stock awards is reflected in the “2023 Option Exercises and Stock Vested” table below. Additional information on all outstanding stock awards as of December 31, 2023 is reflected in the “2023 Outstanding Equity Awards at Fiscal Year-End” table below.

Option Awards (Column (f))

The grant date fair value of PBSOs was calculated using the Black-Scholes option pricing model. The determination of fair value of PBSOs on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of additional variables including expected life, expected volatility, risk-free interest rate and dividend yield. For 2023, our computation of expected volatility was based on a combination of historical and market-based implied volatility from traded options on our stock. Our computation of expected life was determined using the simplified approach in which the expected term is based on the midpoint between the vesting date and the expiration date of the award, given the insufficient historical data relating to stock option exercises. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities commensurate with the expected life of the awards. The dividend yield assumption is based on our history and current expectations of dividend payouts. The weighted-average assumptions calculated for 2023 are as follows: expected life of 6.3 years, expected volatility of 32%, risk-free interest rate of 3.5%, and dividend yield of 2.2%.

PBSO awards provide an opportunity for our NEOs to earn stock options if certain performance measures are met within a 36-month period, subject to time-based vesting over the same period. For a description of the performance measures for the 2023-2025 PBSO awards, see “—2023 Compensation Design and Determinations—2023 Long-Term Equity Incentive Awards—PBSO Program—Performance Measures and Rationale” above.

For 2023, PBSO awards were granted to our NEOs in connection with the Company’s annual equity grant on April 1, 2023 with a grant date value of $4,141,196 for Mr. Iannone, $1,577,614 for Mr. Priest, $986,006 for Mr. Boone, $1,232,517 for Ms. Loeger and $1,232,517 for Mr. Garcia.

Assuming the highest level of performance is achieved under the applicable performance measures for the 2023-2025 PBSO awards, the maximum possible value of the ~~PBRSU~~PBSO awards allocated to our NEOs ~~for such performance period~~ using the fair value of our common stock on the date that such awards were granted is presented ~~below:~~

Name
   Maximum Value
of PBRSUs (as
of Grant Date)
Mr. Wenig
   $ 18,000,037
Mr. Schenkel
   $ 8,599,723
Mr. Fisher
   $ 10,032,981
Mr. Lawton
   $ 5,016,519
Mr. Pittman
   $ 7,883,036

below.

NAME	MAXIMUM VALUE OF PBSOs (AS OF GRANT DATE)
Mr. Iannone		$	8,355,672
Mr. Priest		$	3,183,119
Mr. Boone		$	1,989,446
Ms. Loeger		$	2,486,817
Mr. Garcia		$	2,486,817

The value that our NEOs received in 2016 from the vesting of stock awards is reflected in the 2016 Option Exercises and Stock Vested table below. Additional information on all outstanding stock awards as of December 31, 2016 is reflected in the 2016 Outstanding Equity Awards at Fiscal Year-End table below.

~~Option Awards (Column (f))~~

The amounts reported in the Option Awards column represent the grant date fair value of stock option awards granted to each of our NEOs in 2015 and 2014, respectively, calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 14 to the Company’s consolidated financial statements in its Form 10-K for the fiscal year ended December 31, 2016.

~~For 2016, in accordance with our revised equity guidelines, no option awards were granted to our NEOs.~~

~~The value that our NEOs received in 2016~~2023 from the exercise of previously granted stock options is reflected in the ~~2016~~“2023 Option Exercises and Stock ~~Vested~~Vested” table below. Additional information on all outstanding option awards as of December 31, ~~2016~~2023 is reflected in the ~~2016~~“2023 Outstanding Equity Awards at Fiscal ~~Year-End~~Year-End” table below.

~~Non-Equity Incentive Plan Compensation (Column (g))~~

Non-Equity Incentive Plan Compensation (Column (g))

The amounts reported in the Non-Equity Incentive Plan Compensation column represent amounts earned by each of our NEOs under the ~~annual cash incentive plan~~eIP for services they rendered in ~~2016, 2015,~~each of the applicable years. See “—2023 Compensation Design and ~~2014, respectively. See “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program —~~Determinations—2023 Annual Cash Incentive ~~Awards (the eBay Incentive Plan (eIP))”~~Awards” above for more information.

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582024 Proxy Statement

All Other Compensation ~~Tables |~~ ~~2016 Summary Compensation Table~~

~~All Other Compensation (Column (i))~~

~~General~~

(Column (i))

The amounts reported in the All Other Compensation column reflect:

a)	An amount of $10,600 for each of our NEOs, which represents the maximum matching contributions made by the Company to the Company’s 401(k) savings plan for the benefit of our NEOs, which also is the same maximum amount applicable to each participating employee for 2016; and

b)	~~The dollar value of certain information technology support services provided by the Company for computer equipment located at the residences of Mr. Wenig and Mr. Schenkel.~~

~~Compensation Tables |~~~~2016~~a)

An amount of $13,200 for Messrs. Iannone, Priest, Boone and Garcia and Ms. Loeger representing the maximum matching contributions made by the Company to the Company’s 401(k) savings plan for the benefit of such NEOs, which also is the same maximum amount applicable to each participating employee for 2023.

An amount for Mr. Iannone, which represents personal security benefits provided in accordance with the recommendations of an independent third-party security risk study and includes: (1) $148,737 for personal airplane use, consisting of the aggregate incremental cost to the Company, including, primarily, fuel and engine maintenance costs (with no incremental costs when Mr. Iannone was accompanied by guests), and (2) $23,087 for security and IT support, based on the incremental cost paid to outside service providers.

An amount for Messrs. Priest, Boone and Garcia and Ms. Loeger of $12,200, $1,000, $5,850 and $1,000, respectively, which reflects the amount the Company paid to the applicable outside security and IT support providers for this support.

An amount for Messrs. Priest and Boone and Ms. Loeger of relocation benefits of $24,927, $12,366 and $13,465, respectively. These relocation benefits are valued on the basis of the aggregate incremental cost to the Company and represent the amount accrued for payment or paid to the applicable service provider, in addition to related tax gross-up payments made to these NEOs in respect of the imputed income associated with such benefits.

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2024 Proxy Statement59

2023 Grants of ~~Plan-based~~Plan-Based Awards

~~2016 Grants of Plan-based Awards~~

The following table, footnotes, and narrative set forth certain information regarding grants of plan-based awards to each of our NEOs for the fiscal year ended December 31, ~~2016.~~

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(j)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(k)

Exercise
or Base
Price of
Option
Awards
($/Sh)(l)

Grant
Date Fair
Value
($)(m)

Name (a)
Approval
Date (b) Grant
Date (c) Threshold
($)(d) Target
($)(e) Maximum
($)(f) Threshold
(#)(g) Target
(#)(h) Maximum
(#)(i)
Devin N. Wenig

RSUs
1/13/2016 4/1/2016 — — — — — — 209,381 — — 5,000,018
eIP - Company Performance
N/A N/A 750,000 1,500,000 3,000,000 — — — — — — —
eIP – Individual Performance
N/A N/A — 500,000 1,000,000 — — — — — — —
PBRSUs (2016-2017 Performance period)
1/13/2016 4/1/2016 — — — 125,629 314,071 753,771 — — — 7,500,015
Scott F. Schenkel

RSUs
1/13/2016 4/1/2016 — — — — — — 100,034 — — 2,388,812
eIP – Company Performance
N/A N/A 243,750 487,500 975,000 — — — — — — —
eIP – Individual Performance
N/A N/A — 162,500 325,000 — — — — — — —
PBRSUs(2016-2017 Performance period)
1/13/2016 4/1/2016 — — — 60,021 150,051 360,123 — — — 3,583,218
Stephen Fisher

RSUs
1/13/2016 4/1/2016 — — — — — — 116,706 — — 2,786,939
eIP – Company Performance
N/A N/A 175,781 351,562 703,124 — — — — — — —
eIP – Individual Performance
N/A N/A — 117,187 234,374 — — — — — —
PBRSUs(2016-2017 Performance period)
1/13/2016 4/1/2016 — — — 70,024 175,059 420,142 — — — 4,180,409
2023.

	APPROVAL DATE (b)		GRANT DATE (c)		ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS						ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS						ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(j)		EXERCISE OR BASE PRICE OF OPTION AWARDS ($/Sh)(l)		GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(m)
NAME (a)	APPROVAL DATE (b)		GRANT DATE (c)		THRESHOLD ($)(d)		TARGET ($)(e)		MAXIMUM ($)(f)		THRESHOLD (#)(g)		TARGET (#)(h)		MAXIMUM (#)(i)				EXERCISE OR BASE PRICE OF OPTION AWARDS ($/Sh)(l)		GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(m)
Mr. Iannone
eIP—Company Performance		N/A		N/A		750,000		1,500,000		3,300,000		—		—		—		—		—		—
eIP—Individual Performance		N/A		N/A		—		500,000		1,200,000		—		—		—		—		—		—
PBSO (2023-2025 Perf. Period)		3/30/2023		4/1/2023		—		—		—		160,105		320,210		640,420		—		44.37		4,141,196
PBRSUs (2022-2024 Performance Period)		3/31/2022		1/1/2023		—		—		—		15,655		43,336		114,840		—		—		1,767,242
PBRSUs (2023-2025 Performance Period)		3/30/2023		4/1/2023		—		—		—		22,478		62,223		164,891		—		—		2,854,791
RSUs		3/30/2023		4/1/2023		—		—		—		—		—		—		186,667		—		8,282,415
Mr. Priest
eIP—Company Performance		N/A		N/A		300,000		600,000		1,320,000		—		—		—		—		—		—
eIP—Individual Performance		N/A		N/A		—		200,000		480,000		—		—		—		—		—		—
PBSO (2023-2025 Perf. Period)		3/30/2023		4/1/2023		—		—		—		60,993		121,986		243,970		—		44.37		1,577,614
PBRSUs (2022-2024 Performance Period)		3/31/2022		1/1/2023		—		—		—		6,523		18,057		47,851		—		—		736,364
PBRSUs (2023-2025 Performance Period)		3/30/2023		4/1/2023		—		—		—		8,563		23,704		62,816		—		—		1,087,540
RSUs		3/30/2023		4/1/2023		—		—		—		—		—		—		71,112		—		3,155,239
Mr. Boone
eIP—Company Performance		N/A		N/A		189,844		379,687		835,312		—		—		—		—		—		—
eIP—Individual Performance		N/A		N/A		—		126,562		303,750		—		—		—		—		—		—
PBSO (2023-2025 Perf. Period)		3/30/2023		4/1/2023		—		—		—		38,121		76,241		152,481		—		44.37		986,006
PBRSUs (2022-2024 Performance Period)		3/31/2022		1/1/2023		—		—		—		3,653		10,112		26,797		—		—		412,367
PBRSUs (2023-2025 Performance Period)		3/30/2023		4/1/2023		—		—		—		5,352		14,815		39,260		—		—		679,712
RSUs		3/30/2023		4/1/2023		—		—		—		—		—		—		44,445		—		1,972,025
Ms. Loeger
eIP—Company Performance		N/A		N/A		196,875		393,750		866,250		—		—		—		—		—		—
eIP—Individual Performance		N/A		N/A		—		131,250		315,000		—		—		—		—		—		—
PBSO (2023-2025 Perf. Period)		3/30/2023		4/1/2023		—		—		—		47,651		95,302		190,602		—		44.37		1,232,517
PBRSUs (2022-2024 Performance Period)		3/31/2022		1/1/2023		—		—		—		4,349		12,038		31,901		—		—		490,910
PBRSUs (2023-2025 Performance Period)		3/30/2023		4/1/2023		—		—		—		6,690		18,519		49,075		—		—		849,652
RSUs		3/30/2023		4/1/2023		—		—		—		—		—		—		55,556		—		2,465,020
Mr. Garcia
eIP—Company Performance		N/A		N/A		189,844		379,687		835,312		—		—		—		—		—		—
eIP—Individual Performance		N/A		N/A		—		126,562		303,750		—		—		—		—		—		—
PBSO (2023-2025 Perf. Period)		3/30/2023		4/1/2023		—		—		—		47,651		95,302		190,602		—		44.37		1,232,517
PBRSUs (2022-2024 Performance Period)		3/31/2022		1/1/2023		—		—		—		5,350		14,811		39,249		—		—		603,993
PBRSUs (2023-2025 Performance Period)		3/30/2023		4/1/2023		—		—		—		6,690		18,519		49,075		—		—		849,652
RSUs		3/30/2023		4/1/2023		—		—		—		—		—		—		55,556		—		2,465,020

~~Compensation Tables |~~~~2016 Grants of Plan-based~~

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602024 Proxy Statement

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(j)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(k)

Exercise
or Base
Price of
Option
Awards
($/Sh)(l)

Grant
Date Fair
Value
($)(m)

Name (a)
Approval
Date (b) Grant
Date (c) Threshold
($)(d) Target
($)(e) Maximum
($)(f) Threshold
(#)(g) Target
(#)(h) Maximum
(#)(i)
Harry A. Lawton

RSUs
1/13/2016 4/1/2016 — — — — — — 58,353 — — 1,393,470
eIP – Company Performance
N/A N/A 182,813 365,625 731,250 — — — — — — —
eIP – Individual Performance
N/A N/A — 121,875 243,750 — — — — — — —
PBRSUs(2016-2017 Performance period)
1/13/2016 4/1/2016 — — — 35,012 87,530 210,072 — — — 2,090,216
Raymond J. Pittman

RSUs
1/13/2016 4/1/2016 — — — — — — 91,698 — — 2,189,748
eIP – Company Performance
N/A N/A 163,125 326,250 652,500 — — — — — — —
eIP – Individual Performance
N/A N/A — 108,750 217,500 — — — — — — —
PBRSUs(2016-2017 Performance period)
1/13/2016 4/1/2016 — — — 55,019 137,546 330,111 — — — 3,284,598
(eIP) (Columns (d), (e), and (f))

~~Compensation Tables |~~~~2016 Grants of Plan-based Awards~~

~~Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Annual Cash Incentive Plan)~~

~~(Columns (d), (e), and (f))~~

The amounts reported under these columns relate to the possible awards under the ~~annual cash incentive plan.~~eIP. In ~~2016,~~2023, the total annual target incentive amounts under the ~~annual cash incentive plan~~eIP for the NEOs were as follows:

Mr. Wenig
   $ 2,000,000
Mr. Schenkel
   $ 650,000
Mr. Fisher
   $ 468,750
Mr. Lawton
   $ 487,500
Mr. Pittman
   $ 435,000

Mr. Iannone	$	2,000,000
Mr. Priest	$	800,000
Mr. Boone	$	506,250
Ms. Loeger	$	525,000
Mr. Garcia	$	506,250

The total ~~2016~~2023 annual target incentive amounts under the annual cash incentive plan for the NEOs were allocated 75% to Company performance and 25% to individual performance. No payment occurs for the individual performance component of the annual cash incentive plan unless the minimum thresholds for both FX-neutral revenue and non-GAAP net income are ~~met;~~achieved; for ~~2016,~~2023, both these Company performance thresholds were ~~met.~~

achieved.

Actual payouts to our NEOs under the annual cash incentive plan for the fiscal year ended December 31, ~~2016~~2023 are reflected in the ~~Non-Equity~~“Non-Equity Incentive Plan ~~Compensation~~Compensation” column in the ~~2016~~“2023 Summary Compensation ~~Table~~Table” above.

eIP—Company Performance: The amounts shown in the rows entitled ~~“eIP –~~ “eIP—Company Performance” reflect ~~estimated~~potential payouts for the fiscal year ended December 31, ~~2016~~2023 under the ~~annual cash incentive plan~~eIP for the portion of the award payable based on the Company’s performance, as follows:

•

~~Threshold:~~The amounts shown in this column reflect the minimum payment levels if the minimum FX-neutral revenue and non-GAAP net income thresholds are met, which are 50% of the amounts shown under the Target column.

•

~~Target:~~ ~~The amounts shown in this column reflect the target payment levels if target non-GAAP net income is met.~~

•

~~Maximum:~~ ~~The amounts shown in this column represent the maximum amounts payable based on Company performance, which are 200% of the amounts shown under the Target column.~~

•

Threshold: The amounts shown in this column reflect the minimum payment levels if the minimum FX-neutral revenue and non-GAAP net income thresholds are achieved, which are 50% of the amounts shown under the Target column.

•

Target: The amounts shown in this column reflect the target payment levels if target non-GAAP net income is achieved.

•

Maximum: The amounts shown in this column represent the maximum amounts payable based on Company performance (including the maximum CSAT kicker), which are 220% of the amounts shown under the Target column.

eIP—Individual Performance:The amounts shown in the rows entitled ~~“eIP –~~ “eIP—Individual Performance” reflect ~~estimated~~potential payouts for the fiscal year ended December 31, ~~2016~~2023 under the ~~annual cash incentive plan~~eIP for the portion of the award payable based on individual performance, as follows:

•

~~Threshold:~~ Although there are no thresholds under the annual cash incentive plan for individual performance, there is no payout for individual performance unless the minimum thresholds for both Company-wide FX-neutral revenue and non-GAAP net income are met. In addition, in circumstances where the Company’s financial performance is above its thresholds but below its targets, a modifier is applied to the individual performance component to reduce it proportionately based on the Company financial performance component.

•

~~Target:~~ ~~The amounts shown in this column reflect 100% of the target award for individual performance.~~

•

~~Maximum:~~ ~~The amounts shown in this column are 200% of the amounts shown under the Target column.~~

•

Threshold: Although there are no thresholds under the eIP for individual performance, there is no payout for individual performance unless the minimum thresholds for both Company-wide FX-neutral revenue and non-GAAP net income are achieved.

•

Target: The amounts shown in this column reflect 100% of the target award for individual performance.

•

Maximum: The amounts shown in this column are 240% of the amounts shown under the Target column.

In years when the Company’s financial performance is above its threshold, a modifier is applied to the individual performance component to reduce or increase it proportionately based on the Company financial performance component relative to target, in a range of 80%-120%. See ~~“Compensation Discussion~~“—2023 Compensation Design and ~~Analysis — Elements of Our Executive Compensation Program —~~Determinations—2023 Annual Cash Incentive ~~Awards (the eBay~~Awards” above.

Estimated Future Payouts Under Equity Incentive Plan ~~(eIP)~~Awards (PBSOs and PBRSUs) (Columns (g), (h), and (i))~~” above.~~

~~Compensation Tables |~~~~2016 Grants of Plan-based Awards~~

~~Estimated Future Payouts Under Equity Incentive Plan Awards (PBRSUs) (Columns (g), (h), and (i))~~

PBSOs

The amounts shown reflect ~~estimated~~potential payouts of ~~PBRSUs~~PBSOs for the ~~2016-2017~~2023-2025 performance period, as follows:

•

~~Threshold:~~ The amounts shown in this column reflect the awards if the minimum FX-neutral revenue and non-GAAP operating margin dollar thresholds are met and the lowest return on invested capital modifier is applied, and are 40% of the amounts shown under the Target column.

•

~~Target:~~ ~~The amounts shown in this column reflect the awards if the FX-neutral revenue and non-GAAP operating margin dollar amounts are at target, and the target return on invested capital modifier is applied.~~

•

~~Maximum:~~ The amounts shown in this column reflect the awards if the maximum FX-neutral revenue and non-GAAP operating margin dollar amounts are met and the maximum return on invested capital modifier is applied, and are 240% of the amounts shown under the Target column.

•

Threshold: The amounts shown in this column reflect the awards if the first Payments and Advertising performance goal is achieved and are 50% of the amounts shown under the Target column.

•

Target: The amounts shown in this column reflect the awards if target performance is achieved and the first two Payments and Advertising performance goals are achieved.

•

Maximum: The amounts shown in this column reflect the awards if maximum performance is achieved and all four Payments and Advertising goals are achieved and are 200% of the amounts shown under the Target column.

For further discussion of the PBSOs, including their vesting schedules, see “—2023 Compensation Design and Determinations—2023 Long-Term Equity Incentive Awards—PBSO Program” above.

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2024 Proxy Statement61

PBRSUs

The amounts shown reflect potential payouts of the respective portions of the 2022-2024 PBRSUs and 2023-2025 PBRSUs that were treated as granted for accounting purposes in 2023, as follows:

•

Threshold: The amounts shown in this column reflect the awards if the minimum FX-neutral revenue and non-GAAP operating margin dollar thresholds are achieved and each of the lowest return on invested capital modifier and the lowest total shareholder return modifier is applied, respectively, and are 36% of the amounts shown under the Target column.

•

Target: The amounts shown in this column reflect the awards if the target FX-neutral revenue and non-GAAP operating margin dollar amounts are achieved, and each of the target return on invested capital modifier and the target total shareholder return modifier, is applied, respectively.

•

Maximum: The amounts shown in this column reflect the awards if the maximum FX-neutral revenue and non-GAAP operating margin dollar amounts are achieved and each of the maximum return on invested capital modifier and the maximum total shareholder return modifier, is applied, respectively, and are 265% of the amounts shown under the Target column.

For further discussion of the PBRSUs, including their vesting schedules, see ~~“Compensation Discussion~~“—2023 Compensation Design and ~~Analysis — Elements of Our Executive Compensation Program —~~Determinations—2023 Long-Term Equity Incentive ~~Awards —~~ Awards—PBRSU Program” above.

~~All Other Stock Awards: Number of Shares or Stock Units (RSUs) (Column (j))~~

All Other Stock Awards: Number of Shares or Stock Units (RSUs) (Column (j))

The awards reflect the number of RSUs on the grant date. RSU awards granted to our NEOs in ~~2016~~2023 vest quarterly over afour-year period ~~with 1/16th of the shares underlying the RSU award vesting~~beginning on June 15, ~~2016, and additional 1/16th of the shares underlying the RSU award vesting each quarter thereafter.~~

~~Grant Date Fair Value (Column (m))~~

2023, subject to continued employment.

Grant Date Fair Value (Column (m))

The grant date fair value of each RSU award was calculated using the fair value of our common stock on the date of grant. The ~~estimated~~grant date fair value of PBRSUs was calculated based on the fair value of our common stock on the date of grant and the probable outcome of ~~the~~applicable performance measures ~~for the 2016-2017 performance period~~ as of the date on which ~~those PBRSUs~~the awards were granted for accounting purposes.

~~Compensation Tables |~~~~2016~~The grant date fair value of PBSOs was calculated using the Black-Scholes option pricing model. The determination of fair value of PBSOs on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of additional variables including expected life, expected volatility, risk-free interest rate and dividend yield. For 2023, our computation of expected volatility was based on a combination of historical and market-based implied volatility from traded options on our stock. Our computation of expected life was determined using the simplified approach in which the expected term is based on the midpoint between the vesting date and the expiration date of the award, given the insufficient historical data relating to stock option exercises. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities commensurate with the expected life of the awards. The dividend yield assumption is based on our history and current expectations of dividend payouts. The weighted-average assumptions calculated for 2023 are as follows: expected life of 6.3 years, expected volatility of 32%, risk-free interest rate of 3.5%, and dividend yield of 2.2%.

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622024 Proxy Statement

2023 Outstanding Equity Awards at Fiscal Year-End

~~2016 Outstanding Equity Awards at Fiscal Year-End~~

The following table and footnotes set forth certain information regarding outstanding equity awards for each of our NEOs as of December 31, ~~2016.~~

Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)
Option
Grant
Date Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
Market
Value
Shares
or Units
of Stock
That
Have Not
Vested
($)⁽¹⁾ Stock
Grant
Date Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)⁽¹⁾

Devin N. Wenig
134,207 0 0 13.69 10/14/2011 10/14/2018
83,108 0 0 14.86 4/2/2012 4/2/2019
134,207 0 0 14.67 4/13/2012 4/13/2019
127,932 11,631 ⁽²⁾ 0 22.63 4/1/2013 4/1/2020
84,654 42,328 ⁽²⁾ 0 22.76 4/1/2014 4/1/2021
62,450 48,643 ⁽²⁾ 0 20.41 10/15/2014 10/15/2021
93,581 131,014 ⁽²⁾ 0 23.21 4/1/2015 4/1/2022
16,698 30,446 ⁽²⁾ 0 26.92 7/17/2015 7/17/2022
17,444 ⁽³⁾ 517,912 4/1/2013
31,746 ⁽³⁾ 942,539 4/1/2014
27,796 ⁽³⁾ 825,263 10/15/2014
84,224 ⁽³⁾ 2,500,611 4/1/2015
17,678 ⁽³⁾ 524,860 7/17/2015
170,122 ⁽⁴⁾ 5,050,922 4/1/2016
38,624 ⁽⁵⁾ 1,146,747 4/1/2014
33,818 ⁽⁵⁾ 1,004,056 10/15/2014
235,826 ⁽⁶⁾ 7,001,674 3/16/2015
46,668 ⁽⁶⁾ 1,385,573 7/20/2015
753,771 ⁽⁷⁾ 22,379,461
2023.

NAME	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE		NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE (1)		EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#)(2)		OPTION EXERCISE PRICE ($)		OPTION GRANT DATE		OPTION EXPIRATION DATE		NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)		MARKET VALUE SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3)		STOCK GRANT DATE		EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(4)		EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(3)
Mr. Iannone														109,809(5)		4,789,869		4/1/2021
														15,183(7)		662,282		5/7/2020
														29,710(8)		1,295,950		4/1/2021
														73,130(9)		3,189,931		4/1/2022
														151,667(10)		6,615,715		4/1/2023
																		4/1/2022		344,524		15,028,130
																		4/1/2023		494,668		21,577,399
		—		222,946(11)		111,471		57.71		4/1/2022		4/1/2032
		—		320,210(12)		160,105		44.37		4/1/2023		4/1/2033
Mr. Priest														46,666(5)		2,035,571		7/15/2021
														17,677(13)		771,071		7/15/2021
														30,471(9)		1,329,145		4/1/2022
														57,779(10)		2,520,320		4/1/2023
																		4/1/2022		143,553		6,261,788
																		4/1/2023		188,447		8,220,049
		—		92,895(11)		46,446		57.71		4/1/2022		4/1/2032
		—		121,986(12)		60,992		44.37		4/1/2023		4/1/2033
Mr. Boone														18,756(6)		818,137		4/1/2021
														10,150(14)		442,743		3/15/2021
														9,101(15)		396,986		4/1/2022
														36,112(10)		1,575,205		4/1/2023
																		4/1/2022		80,390		3,506,629
																		4/1/2023		117,779		5,137,531
		—		52,021(11)		26,010		57.71		4/1/2022		4/1/2032
				76,241(12)		38,120		44.37		4/1/2023		4/1/2033
Ms. Loeger														8,185(16)		357,030		2/15/2021
														15,347(16)		669,436		2/15/2021
														15,125(6)		659,753		4/1/2021
														10,834(15)		472,579		4/1/2022
														45,139(10)		1,968,963		4/1/2023
																		4/1/2022		95,702		4,174,526
																		4/1/2023		147,223		6,421,885
		—		61,932(11)		30,963		57.71		4/1/2022		4/1/2032
		—		95,302(12)		47,650		44.37		4/1/2023		4/1/2033
Mr. Garcia														27,771(17)		1,211,371		5/15/2022
														40,394(18)		1,761,986		5/15/2022
														45,139(10)		1,968,963		4/1/2023
																		5/15/2022		117,750		5,136,259
																		4/1/2023		147,223		6,421,885
		—		73,549(11)		36,774		46.65		5/15/2022		5/15/2032
		—		95,302(12)		47,650		44.37		4/1/2023		4/1/2033

~~Compensation Tables |~~~~2016 Outstanding Equity Awards~~

(1)

In accordance with the SEC executive compensation disclosure rules, represents the PBSOs earned at ~~Fiscal Year-End~~

Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)
Option
Grant
Date Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
Market
Value
Shares
or Units
of Stock
That
Have Not
Vested
($)⁽¹⁾ Stock
Grant
Date Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)⁽¹⁾

Scott F. Schenkel
10,157 0 ⁽²⁾ 0 14.86 4/2/2012 4/2/2019
25,587 2,327 ⁽²⁾ 0 22.63 4/1/2013 4/1/2020
28,782 14,392 ⁽²⁾ 0 22.76 4/1/2014 4/1/2021
26,579 20,673 ⁽²⁾ 0 20.41 10/15/2014 10/15/2021
35,353 49,494 ⁽²⁾ 0 23.21 4/1/2015 4/1/2022
5,009 9,135 ⁽²⁾ 0 26.92 7/17/2015 7/17/2022
0 94,288 ⁽⁸⁾ 0 26.92 7/17/2015 7/17/2022
3,489 ⁽³⁾ 103,588 4/1/2013
10,792 ⁽³⁾ 320,414 4/1/2014
11,813 ⁽³⁾ 350,728 10/15/2014
31,817 ⁽³⁾ 944,647 4/1/2015
5,304 ⁽³⁾ 157,476 7/17/2015
47,144 ⁽⁸⁾ 1,399,705 7/17/2015
81,277 ⁽⁴⁾ 2,413,114 4/1/2016
13,132 ⁽⁵⁾ 389,889 4/1/2014
14,373 ⁽⁵⁾ 426,734 10/15/2014
89,091 ⁽⁶⁾ 2,645,112 3/16/2015
107,335 ⁽⁶⁾ 3,186,776 7/20/2015
360,123 ⁽⁷⁾ 10,692,052
the target performance level (achievement of the second performance goal) under each of the 2022-2024 and 2023-2025 PBSO awards.

~~Compensation Tables |~~~~2016 Outstanding Equity Awards~~

(2)

In accordance with the SEC executive compensation disclosure rules, represents the estimated future award of PBSOs at ~~Fiscal Year-End~~

Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)
Option
Grant
Date Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
Market
Value
Shares
or Units
of Stock
That
Have Not
Vested
($)⁽¹⁾ Stock
Grant
Date Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)⁽¹⁾

Stephen Fisher
6,949 48,643 ⁽⁹⁾ 0 20.41 10/15/2014 10/15/2021
3,639 50,951 ⁽²⁾ 0 23.21 4/1/2015 4/1/2022
27,796 ⁽³⁾ 825,263 10/15/2014
185,301 ⁽³⁾ 5,501,587 10/15/2014
32,753 ⁽³⁾ 972,437 4/1/2015
94,823 ⁽⁴⁾ 2,815,295 4/1/2016
33,818 ⁽⁵⁾ 1,004,056 4/1/2014
91,711 ⁽⁶⁾ 2,722,900 3/16/2015
420,142 ⁽⁷⁾ 12,474,016
Harry A. Lawton
27,051 45,082 ⁽⁹⁾ 0 24.37 6/15/15 6/15/2022
90,163 ⁽³⁾ 2,676,939 6/15/2015
27,049 ⁽³⁾ 803,085 6/15/2015
47,411 ⁽³⁾ 1,407,633 4/1/2016
45,082 ⁽⁶⁾ 1,338,485 3/16/2015
210,072 ⁽⁷⁾ 6,237,038
Raymond J. Pittman
4,178 11,491 ⁽⁹⁾ 0 20.94 12/15/2013 12/15/2020
2,116 8,466 ⁽²⁾ 0 22.76 4/1/2014 4/1/2021
5,199 36,394 ⁽²⁾ 0 23.21 4/1/2015 4/1/2022
6,267 ⁽³⁾ 186,067 12/15/2013
125,645 ⁽³⁾ 3,730,400 12/15/2013
6,348 ⁽³⁾ 188,472 4/1/2014
23,395 ⁽³⁾ 694,598 4/1/2015
74,504 ⁽⁴⁾ 2,212,024 4/1/2016
7,725 ⁽⁵⁾ 229,355 4/1/2014
65,508 ⁽⁶⁾ 1,944,933 3/16/2015
330,111 ⁽⁷⁾ 9,800,996
the achievement of the third performance goal under each of the 2022-2024 and 2023-2025 PBSO awards.

~~Compensation Tables |~~~~2016 Outstanding Equity Awards~~

(3)

Market Value is calculated based on a price per share of $43.62, which was the closing price of our common stock on December 29, 2023.

(4)

In accordance with the SEC executive compensation disclosure rules, except as otherwise noted, represents the estimated number of PBRSUs that would be earned at ~~Fiscal Year-End~~

~~(1)~~

~~Market Value is calculated based on a price per share of $29.69, which was the closing price of our common stock on December 30, 2016.~~

~~(2)~~

~~Becomes fully vested after four years, with 12.5% vesting on the six-month anniversary of the date of grant, and 1/48th vesting monthly thereafter.~~

~~(3)~~

~~Becomes fully vested after four years, with 25% vesting on each of the four annual anniversaries of the date of grant.~~

~~(4)~~

~~Becomes fully vested after four years, with 1/16th vesting on June 15, 2016, and additional 1/16th vesting each quarter thereafter.~~

~~(5)~~

~~Earned in connection with achievement with respect to the 2014-2015 PBRSU performance period; 50% vested on March 1, 2016, and the remaining 50% vested on March 1, 2017.~~

~~(6)~~

Earned in connection with achievement with respect to the 2015-2016 PBRSU performance period; for Mr. Wenig and Mr. Schenkel, 100% vests on March 1, 2018, and for the other NEOs, 50% vested on March 1, 2017, and the remaining 50% vests on March 1, 2018.

~~(7)~~

To be earned in connection with achievement with respect to the 2016-2017 PBRSU performance period; for Mr. Wenig and Mr. Schenkel, 100% vests on March 15, 2019, and for the other NEOs, 50% vests on March 15, 2018, and the remaining 50% vests on March 15, 2019. In accordance with the SEC executive compensation disclosure rules, represents the estimated future award of PBRSUs at the maximum performance level under the 2016-2017 performance period based on Company performance through 2016. PBRSUs are earned based on the Company’s FX-neutral revenue and non-GAAP operating margin dollars during the performance period (with the application of a return on invested capital modifier). See “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program — PBRSU Program” above for a more detailed discussion of these awards and related performance measures.

~~(8)~~

~~Becomes fully vested after three years, with 100% vesting on the third anniversary of the date of grant.~~

~~(9)~~

~~Becomes fully vested after four years, with 25% vesting on the one-year anniversary of the date of grant, and 1/48th vesting monthly thereafter.~~

the maximum performance level under each of the 2022-2024 and 2023-2025 PBRSU awards. 100% of any earned 2022-2024 PBRSUs will vest on March 15, 2025, and 100% of any earned 2023-2025 PBRSUs will vest on March 15, 2026.

(5)

Earned in connection with achievement of the 2021-2022 PBRSU performance period, with 100% vesting on March 15, 2024.

(6)

Earned in connection with achievement of the 2021-2022 PBRSU performance period, with 50% vesting on March 15, 2023, and 50% vesting on March 15, 2024.

TABLE OF CONTENTS~~2016~~
2024 Proxy Statement63

(7)
RSUs granted in 2020, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on May 7, 2024.

(8)
RSUs granted in 2021, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2025.

(9)
RSUs granted in 2022, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2026.

(10)
RSUs granted in 2023, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on March 15, 2027.

(11)
Earned in connection with achievement of performance goals under the 2022-2024 PBSO awards, with time-based vesting over three years, with 66.7% vesting on March 15, 2024 and 33.3% vesting on March 15, 2025.

(12)
Earned in connection with achievement of performance goals under the 2023-2025 PBSO awards, with time-based vesting over three years, with 33.3% vesting on March 15, 2024 and 33.3% vesting annually thereafter, with final vest on March 15, 2026.

(13)
RSUs granted in 2021, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on July 15, 2025.

(14)
RSUs granted in 2021, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on March 15, 2025.

(15)
RSUs granted in 2022, vesting over three years with 10% vesting quarterly in the first two years and 5% vesting quarterly in the final year, with final vest on March 15, 2025.

(16)
RSUs granted in 2021, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on February 15, 2025.

(17)
RSUs granted in 2022, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on May 15, 2026.

(18)
RSUs granted in 2022, vesting over three years with 33% vesting on the first anniversary of the grant date and 8.33% vesting quarterly thereafter, with final vest on May 15, 2025.

2023 Option Exercises and Stock Vested

The following table and footnotes set forth the number of shares acquired and the value realized upon exercise of stock options and the vesting of ~~stock awards by~~RSUs and PBRSUs for each of our NEOs for the fiscal year ended December 31, ~~2016.~~

   Option Awards    Stock Awards
Name

Number of
Shares Acquired
on Exercise
(#)

Value Realized
on Exercise
($)⁽¹⁾

Number of
Shares Acquired
on Vesting
(#)

Value Realized
on Vesting
($)⁽²⁾
Devin N. Wenig
   0    0    234,513    5,945,648
Scott F. Schenkel
   0    0    83,972    2,156,659
Stephen Fisher
   49,631    428,962    173,170    5,103,605
Harry A. Lawton
   0    0    50,017    1,248,699
Raymond J. Pittman
   70,084    490,802    176,532    5,073,763

⁽¹⁾	~~Value realized on exercise of stock options is based on the fair market value of our common stock on the date of exercise minus the exercise price and does not reflect actual proceeds received.~~

⁽²⁾	~~Value realized on vesting of stock awards is based on the fair market value of our common stock on the vesting date and does not reflect actual proceeds received.~~

2023.

	OPTION AWARDS				STOCK AWARDS
NAME	NUMBER OF SHARES ACQUIRED ON EXERCISE (#)		VALUE REALIZED ON EXERCISE ($)		NUMBER OF SHARES ACQUIRED ON VESTING (#)		VALUE REALIZED ON VESTING ($)(1)
Mr. Iannone		—		—		592,671		24,724,539
Mr. Priest		—		—		58,620		2,627,293
Mr. Boone		—		—		60,877		2,558,882
Ms. Loeger		—		—		58,814		2,541,578
Mr. Garcia		—		—		67,475		2,975,510

~~Compensation Tables |~~

(1)

Value realized on vesting of stock awards is based on the fair market value of our common stock on the vesting date and does not reflect actual proceeds received.

Potential Payments Upon Termination or Change in Control

~~Potential Payments Upon Termination or Change in Control~~

The following table, footnotes, and narrative set forth our payment obligations pursuant to the compensation arrangements for ~~each of~~ our NEOs, under the circumstances described below, assuming that their employment was terminated or a change in control occurred on December 31, ~~2016.~~

Name
Voluntary
Termination
($)(a) Change
in Control
($)(b) Involuntary
Termination
Outside of
a Change in
Control
($)(c)⁽¹⁾
Involuntary
Termination
in Connection
with a Change
in Control
($)(d)⁽¹⁾
Death or
Disability
($)(e)
Devin N. Wenig
0 0 15,310,420 38,489,473 17,835,003
Scott F. Schenkel
0 0 6,041,309 19,830,126 10,700,895
Stephen Fisher⁽²⁾
0 0 8,772,703 22,012,674 15,203,597
Harry A. Lawton
0 0 4,833,336 12,330,526 6,461,286
Raymond J. Pittman⁽²⁾
0 0 9,920,215 15,789,770 10,103,836

2023.

NAME	VOLUNTARY TERMINATION ($)(a)		CHANGE IN CONTROL ($)(b)		INVOLUNTARY TERMINATION OUTSIDE OF A CHANGE IN CONTROL ($)(c)(1)(2)		INVOLUNTARY TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL ($)(d)(1) (2)		DEATH OR DISABILITY ($)(e)(2)
Mr. Iannone		—		—		36,154,374		41,716,429		30,634,678
Mr. Priest		—		—		12,786,380		17,498,747		12,250,535
Mr. Boone		—		—		7,183,630		10,178,318		6,608,715
Ms. Loeger		—		—		8,477,073		12,140,574		8,269,740
Mr. Garcia		—		—		8,556,355		13,257,457		9,231,053

(1)

With respect to Mr. Iannone, an involuntary termination includes a termination without cause or resignation for good reason. With respect to Mr. Priest, Mr. Boone, Ms. Loeger, and Mr. Garcia, under the Standard Severance Plan, an involuntary termination includes only a termination without cause, and under the Change in Control Severance Plan, an involuntary termination in connection with a change in control includes termination without cause or resignation for good reason.

(2)

For each NEO, equity elements were calculated using the following assumptions:

The values for RSUs were calculated by multiplying the number of unvested RSUs held by the applicable NEO and subject to acceleration, by the closing price per share of our common stock on December 29, 2023, which was $43.62.

TABLE OF CONTENTS

642024 Proxy Statement

The values for PBRSUs were calculated based on target share payout amounts for ongoing performance periods for unvested PBRSUs held by the applicable NEO, except that, in cases where the performance period has ended, the final expected payout was used. This number of unvested PBRSUs (adjusted based on the expected payout) was then multiplied by the closing price per share of our common stock on December 29, 2023, which was $43.62.

No value was included for the PBSOs held by the NEOs, as the closing price per share of our common stock on December 29, 2023 was less than the exercise price per share for each of the outstanding PBSOs. Please refer to the “2023 Outstanding Equity Awards at Fiscal Year-End” table above for the number of outstanding options held by each of our NEOs for which no value was attributed in this table.

Voluntary Termination (Column (a))

The Company does not pay severance benefits upon voluntary termination.

Change in Control (Column (b))

The Company has not entered into any arrangements with any of its executive officers to provide “single trigger” payments upon a change in control.

The Company’s equity incentive plans generally provide for the acceleration of vesting of awards granted under the plans upon a change in control only if the acquiring entity does not agree to convert, assume, or replace the awards. These provisions generally apply to all holders of awards under the equity incentive plans and do not provide for a “single-trigger” benefit.

The amounts reported in the Change in Control column assume that, in a change in control transaction, the successor entity would convert, assume, or replace outstanding equity awards. If the successor entity does not convert, assume, or replace any outstanding equity awards and all the unvested and outstanding awards are fully accelerated upon a change in control, the aggregate value of accelerated vesting of such awards (including dividend equivalents for equity awards other than PBSOs) to each of the NEOs that were executive officers of the Company as of December 31, 2023, for PBRSUs, calculated based on target share payout amounts for ongoing performance periods and final expected payout amounts for completed performance periods, and for all unvested and outstanding equity awards, calculated based on the closing price of our common stock on December 29, 2023, would be as follows:

⁽¹⁾

With respect to Mr. Wenig, Mr. Schenkel and Mr. Lawton, an involuntary termination includes a termination without cause or resignation for good reason. With respect to Mr. Fisher and Mr. Pittman, an involuntary termination outside of a change in control includes only a termination without cause, and an involuntary termination in connection with a change in control includes termination without cause or resignation for good reason.NAME

ACCELERATION VALUE OF
ALL OUTSTANDING EQUITY
AWARDS AS OF 12/31/23
($)

⁽²⁾

Mr. Fisher’s and Mr. Pittman’s Death or Disability Benefit are each presented as though their employment terminated outside a change in control. In the event their employment is terminated in connection with a change in control, Mr. Fisher’s Death or Disability Benefit would be $19,255,837 and Mr. Pittman’s Death or Disability Benefit would be $13,261,330.Iannone

	33,590,902
Mr. Priest		13,373,221
Mr. Boone		7,224,970
Ms. Loeger		9,040,047
Mr. Garcia		10,252,891

Involuntary Termination outside of a Change in Control (Column (c))

The Standard Severance Plan, which covers officers employed as a senior vice president or in a more senior position, provides severance protection outside of a change in control period if a participant is terminated without cause (or resigns for good reason for Mr. Iannone) and signs and does not revoke a waiver of claims against the Company. Messrs. Iannone, Priest, Boone and Garcia and Ms. Loeger participate in the Standard Severance Plan. Additional termination benefits in connection with our NEOs’ PBSO awards are also provided upon a qualifying termination under the Standard Severance Plan.

TABLE OF CONTENTS

2024 Proxy Statement65

The following table describes the severance benefits (other than certain accrued benefits which are paid (such as earned but unpaid bonuses, payment of unreimbursed expenses, etc.)) that each of our NEOs would receive if terminated outside of a change in control.

STANDARD SEVERANCE
PLAN PARTICIPANTS

CFO

CEO

Cash Elements

Salary and Target Cash Incentive

1x salary and 1x target cash incentive award
under the eIP

2x salary and 2x target cash incentive award under the eIP

eIP(1)

Prorated payment for year in ~~Control (Column (b))~~

which termination occurs

Health Premium

A payment to cover 12 months of health coverage

A payment to cover 24 months of health coverage

New-Hire “Make-Good” Payments(2)

Payment of any unpaid new-hire “Make-Good” payments

Equity Elements

RSUs(3)

100% acceleration of awards that would have otherwise vested within 12 months of
termination date(4)

PBRSUs(3)

Pro rata payout (on original vesting date) to be calculated based on actual Company performance multiplied by portion of performance period for which Participant was employed (plus an additional 12 months)(5)

Same as Standard Service Plan, except added portion includes 18 months (instead of 12)(5)

Same as Standard Service Plan, except added portion includes 24 months (instead of 12)(5)

PBSOs

100% acceleration of awards that would have otherwise vested within 12 months of termination date

100% acceleration of awards that would have otherwise vested within 18 months of termination date

100% acceleration of awards that would have otherwise vested within 24 months of termination date

(1)

Based on actual performance with respect to the Company performance element for the full year and target performance with respect to the individual performance element.

(2)

A lump sum amount, if any, to be paid to the individual in connection with their offer of employment with the Company.

(3)

Includes a lump sum amount equal to the dividend equivalents that have already accrued and would have vested in connection with applicable shares.

(4)

The Company can elect to pay cash in lieu of accelerated vesting. The cash value of such unvested equity is determined using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to their termination date.

(5)

Involuntary Termination in Connection with a Change in Control (Column (d))

The Company has not entered into any arrangements with any of its executive officers to provide “single trigger” severance payments upon a change in control.

The ~~Company’s~~ equity incentive plans generally provide for the acceleration of vesting of awards granted under the plans upon a change in control ~~(as defined in the applicable plan)~~ only if the acquiring entity does not agree to assume or continue the awards. These provisions generally apply to all holders of awards under the equity incentive plans.

The amounts reported in the Change in Control column assume that, in a change in control transaction, the acquiring entity would assume or continue outstanding equity awards. If the acquiring entity does not assume or continue any outstanding equity awards and all the unvested and outstanding awards are fully accelerated upon a change in control, the aggregate value of accelerated vesting of such awards to each of the NEOs that were executive officers of the Company as of December 31, 2016, calculated based on the closing price of our common stock on December 30, 2016, would be as follows:


~~Name~~	~~Acceleration Value of~~ ~~All Outstanding Equity~~ ~~Awards as of 12/31/16~~ *~~($)~~^()**
~~Mr. Wenig~~		~~23,597,839~~
~~Mr. Schenkel~~		~~11,876,523~~
~~Mr. Fisher~~		~~17,097,709~~
~~Mr. Lawton~~		~~7,726,259~~
~~Mr. Pittman~~		~~11,719,705~~

^(*)	~~Excludes all shares subject to PBRSUs with respect to 2015/2016 performance period, as shares subject to such PBRSUs were not outstanding as of 12/31/2016.~~

~~Compensation Tables |~~~~Potential Payments Upon Termination or Change in Control~~

~~Involuntary Termination outside of a Change in Control (Column (c))~~

The Company’s Standard Severance Plan provides severance protection outside of a change in control period if a participant is terminated without cause and signs and does not revoke a waiver of claims against the Company. Mr. Fisher and Mr. Pittman participate in the Standard Severance Plan.

Mr. Wenig, Mr. Schenkel and Mr. Lawton do not participate in the Standard Severance Plan. Mr. Wenig and Mr. Schenkel entered into offer letters with the Company in 2014 in connection with their appointment to their current roles at the Company, which provided for severance arrangements if they are respectively terminated without cause or resign for good reason not in connection with a change in control, and sign and do not revoke a waiver of claims against the Company. Mr. Lawton, who was hired a few months before the Spin-Off of PayPal, does not participate in the Standard Severance Plan because his offer letter provided severance arrangements if he is terminated without cause or resigns for good reason not in connection with a change in control, and he signs and does not revoke a waiver of claims against the Company.

~~The following chart describes the severance benefits that each of our NEOs would receive if terminated outside of a change in control.~~


		~~Standard Severance Plan~~ ~~Participants~~	~~Mr. Wenig and~~ ~~Mr. Schenkel~~	~~Mr. Lawton~~
~~Cash~~ ~~Elements~~	~~Severance~~	~~1x salary and 1x target cash incentive award~~	~~2x salary and 2x target cash incentive award~~	~~1-1.5x salary and 1-1.5x~~ ~~target cash incentive award~~⁽¹⁾
	~~eIP~~	~~Prorated payment for year in which termination occurs~~⁽²⁾
	~~Health Premium~~	~~2x the cost of 12 months of health insurance coverage~~	~~No payment~~	~~No payment~~
	~~Make Good Award~~	~~Payment of any unpaid cash “make good” awards~~	~~n/a~~	~~Same as Standard Severance Plan~~

~~Equity~~ ~~Elements~~	~~Options and RSUs~~	~~100% acceleration of awards that would have otherwise vested within 12 months of termination date~~⁽³⁾
~~Equity~~ ~~Elements~~	~~PBRSUs~~	~~100% acceleration of awards that would have otherwise vested within 12 months of termination date~~⁽³⁾⁽⁴⁾

⁽¹⁾

⁽²⁾

For Mr. Wenig, Mr. Schenkel and Mr. Lawton, based only on actual performance with respect to the Company performance element for the full year. For Standard Severance Plan Participants, based on actual performance with respect to the Company performance element for the full year and target performance with respect to the individual performance element.

⁽³⁾

⁽⁴⁾

For Standard Severance Plan Participants, this includes the actual amount of shares that would have been granted with respect to PBRSUs for performance periods completing on or before the first anniversary of the date of his or her termination. For Mr. Wenig, Mr. Schenkel and Mr. Lawton, this includes the target amount of shares with respect to PBRSUs for performance periods for which achievement has not yet been determined.

~~Involuntary Termination in Connection with a Change in Control (Column (d))~~

~~The Company’s~~ Change in Control Severance Plan provides severance protection for executives at the level of Vice President or in a more senior position in connection with a change in control if a participant is terminated without cause or resigns for good reason and signs and does not revoke a waiver of claims against the Company. ~~Mr. Fisher~~Certain payments under the Change in Control Severance Plan are reduced by any similar severance payments made under the Company’s other severance plan or agreement, including the Standard Severance Plan. Messrs. Iannone, Priest, Boone and ~~Mr. Pittman~~Garcia and Ms. Loeger participate in the Change in Control Severance Plan.

~~Compensation Tables |~~~~Potential Payments Upon Termination or Change in Control~~

~~Mr. Wenig, Mr. Schenkel, and Mr. Lawton do not participate in the Change in Control Severance Plan. Mr. Wenig and Mr. Schenkel entered into offer letters with the Company in 2014~~ Additional termination benefits in connection with ~~their appointment to their current roles at the Company, which~~our NEOs’ PBSO awards are also provided ~~for change in control arrangements if they are respectively terminated without cause or resign for good reason in connection with~~upon a change in control ~~and sign and do not revoke a waiver of claims against the Company. Mr. Lawton, who was hired a few months before the Spin-Off of PayPal, does not participate in~~for PBSOs.

If any payments or benefits provided for under the Change in Control Severance Plan ~~because his offer letter~~or otherwise payable to the participant exceeds the greatest amount of payments and benefits that could be paid or provided ~~change~~to the participant without giving rise to any liability for any excise tax imposed by Section 4999 of the Code, the participant will receive either full payment of such payments and benefits and pay the excise tax or such lesser amount that would result in ~~control arrangements if he is terminated without cause or resigns for good reason~~no portion of the payments and benefits being subject to the excise tax, whichever results in ~~connection with a change~~the greater amount of after-tax benefits to them. The Change in ~~control, and signs and~~Control Severance Plan does not ~~revoke a waiver of claims against~~require us to provide any tax gross-up payments to the ~~Company.~~

participants.

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662024 Proxy Statement

The following ~~chart~~table describes the severance benefits that each of our NEOs would receive if they are terminated in connection with a change in control.

NEOS

Cash Elements

~~Change in Control~~

~~Severance Plan~~
~~Participants~~

Salary and Target Cash Incentive

~~Mr. Wenig and~~

~~Mr. Schenkel~~

~~Mr. Lawton~~

~~Cash~~

~~Elements~~

~~Severance~~

2x salary and 2x target cash incentive award under the eIP

~~eIP~~

~~1x target cash~~
~~incentive award~~⁽¹⁾

eIP(1)

Prorated payment for year in which termination occurs⁽¹⁾

~~Prorated payment for year in which termination occurs~~⁽¹⁾

Health Premium

~~2x the cost of~~

A payment to cover 24 months of health ~~insurance~~ coverage

~~No payment~~

~~Make Good Award~~

New-Hire “Make-Good” Payments(2)

Payment of any unpaid ~~cash “make good” awards~~new-hire “Make-Good” payments

~~n/a~~

~~Same as Change in Control Severance Plan~~

~~Equity~~

~~Elements~~

Equity Elements

~~Options and RSUs~~

RSUs(3)

100% acceleration of awards⁽²⁾(4)

~~PBRSUs~~

PBRSUs(3)

100% acceleration of awards⁽²⁾⁽³⁾ deemed earned(4)(5)

PBSOs

100% acceleration of awards deemed earned(6)

⁽¹⁾

For Mr. Wenig, Mr. Schenkel and Mr. Lawton, based only on actual performance with respect to the Company performance element for the full year. For Change in Control Severance Plan Participants, based

(1)

Based on target performance with respect to both ~~the Company performance element and the Individual performance element.~~

⁽²⁾

~~For Mr. Wenig, Mr. Schenkel and Mr. Lawton, the Company shall pay cash in lieu of accelerated vesting. For Change in Control Severance Plan Participants,~~ the Company performance component and the individual performance component in respect of the fiscal year in which separation occurs.

(2)

A lump sum amount, if any, to be paid to the individual in connection with their offer of employment with the Company.

(3)

includes a lump sum amount equal to the dividend equivalents that have already accrued and would have vested in connection with applicable shares.

(4)

⁽³⁾	~~This payment includes the target amount of shares subject to PBRSUs for performance periods for which achievement has not yet been determined.~~

~~Death or Disability (Column (e))~~

~~Mr. Wenig, Mr. Schenkel and Mr. Lawton~~

Pursuant to their respective offers letters, if Mr. Wenig’s, Mr. Schenkel’s or Mr. Lawton’s employment, respectively, terminates due to his death or disability (as defined in the applicable offer letter), he will be entitled to receive within 30 days of his termination date a cash payment equal to the value of any unvested equity awards, including the target amount of shares subject to PBRSUs for performance periods for which achievement has not yet been determined, that would have otherwise vested within 24 months of his termination date (where the value of such unvested equity is determined using the average closing price of the Company’s common stock for the 10ten consecutive trading days ending on and including the trading day immediately prior to ~~his~~their termination ~~date).~~

~~Mr. Fisher~~date.

(5)

Awards deemed earned at the target amount of shares subject to such awards for performance periods for which achievement has not yet been determined.

(6)

Awards deemed earned at the greater of the target number of options and ~~Mr. Pittman~~

the number of options earned based on performance with respect to any completed annual performance period.

Death or Disability (Column (e))

Pursuant to the Standard Severance Plan, if, outside a change in control, ~~Mr. Fisher’s or Mr. Pittman’s~~the participant’s employment ~~respectively,~~ terminates due to ~~his~~their death or disability (as defined in the Standard Severance Plan) then, ~~he is~~for RSUs, the applicable executive will be entitled to receive, within 60 days of their termination date, the full vesting (or payment of cash in lieu of vesting at the election of the Company) of ~~his~~their outstanding and unvested ~~equity, including the target amount of shares subject to PBRSUs for performance periods for which achievement has not yet been determined,~~RSU awards that would have otherwise vested within

~~Compensation Tables |~~~~Potential Payments Upon Termination or Change in Control~~

24 months of ~~his~~the applicable executive’s termination date (where the cash value of such unvested equity is determined using the average closing price of the Company’s common stock for the 10ten consecutive trading days ending on and including the trading day immediately prior to ~~his~~their termination date).

, and a lump sum amount equal to the dividend equivalents that have already accrued and would have vested in connection with applicable shares. PBRSUs will be treated in the same manner, except that the limitation to only receive vesting of shares that would have otherwise vested within 24 months of termination will not apply. For PBSOs, the applicable executive will be entitled to receive, within 60 days of their termination date, the full vesting of their outstanding and unvested earned PBSOs, consisting of the number of options actually earned based on performance in any completed performance year, that would have otherwise vested within 24 months for the CEO, 18 months for the CFO, and 12 months for other Standard Severance Plan participants, respectively.

Pursuant to the Change in Control Severance Plan, if, in connection with a change in control, ~~Mr. Fisher’s or Mr. Pittman’s~~the participant’s employment ~~respectively,~~ terminates due to ~~his~~their death or disability (as defined in the Change in Control Severance Plan) then, hefor all awards other than PBSOs, the applicable executive is entitled to receive, within 60 days of the applicable executive’s termination date, the full vesting (or payment of cash in lieu of vesting at the election of the Company) of all ~~his~~the applicable executive’s outstanding and unvested equity, including the target amount of shares subject to PBRSUs for performance periods for which achievement has not yet been determined (where the cash value ~~if applicable,~~ of such unvested equity is determined using the average closing price of the Company’s common stock for the 10ten consecutive trading days ending on and including the trading day immediately prior to ~~his~~their termination date).

~~Compensation Of Directors~~

~~Compensation of Directors~~

~~The Compensation Committee is responsible for reviewing~~, and ~~making recommendations~~a lump sum amount equal to the ~~Board regarding compensation paid~~dividend equivalents that have already accrued and would have vested in connection with applicable shares. For PBSOs, the applicable executive is entitled to ~~all directors who are not employees of eBay, or any parent, subsidiary or affiliate of eBay, for their Board and committee services.~~

~~Except for Mr. Omidyar, eBay’s founder and member~~receive, within 60 days of the ~~Board, 2016 annual compensation to continuing non-employee directors consisted of (a) Company common stock with a grant~~applicable executive’s termination date, ~~value equal to $220,000 or for a non-employee director serving as~~ the ~~Chairman~~full vesting of the ~~Board $320,000,~~applicable executive’s outstanding and unvested PBSOs that are deemed earned, consisting of the greater of the target number of options and the number of options actually earned based on performance in ~~each case rounded up to~~any completed performance year, that would have otherwise vested within 24 months for the ~~nearest whole share, granted at~~CEO, 18 months for the ~~time~~CFO, and 12 months for other Standard Severance Plan participants, respectively.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Act, we are providing the following disclosure about the relationship of the median of the annual ~~meeting and (b) an annual cash retainer~~total compensation of ~~$80,000 paid in quarterly installments (or, at the non-employee director’s discretion, paid in additional common stock of an equivalent value rounded up~~our employees to the ~~nearest whole share). The~~ annual ~~retainer~~total compensation of Mr. Iannone, our CEO. We believe that the pay ratio disclosed below is ~~pro-rated~~a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

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2024 Proxy Statement67

To better understand this disclosure, we think it is important to give context to our operations. eBay is a global commerce leader with operations requiring a wide range of talents and roles. As a global organization, we strive to create a competitive total compensation program in the ~~event that~~locations we operate. As a ~~director serves for~~result, our compensation program varies by local market in order to allow us to provide a ~~portion~~competitive total compensation package.

2023 Ratio Calculation

•

This year, the median employee’s annual total compensation was $160,007.

•

Mr. Iannone’s annual total compensation, as reported in the 2023 Summary Compensation Table, was $21,560,669.

•

Based on this information and the disclosures provided in this section, the ratio of ~~a year.~~

~~Deferred Stock Units (“DSUs”) granted prior~~the annual total compensation of Mr. Iannone to ~~August 1, 2013 are payable~~the median employee’s annual total compensation is 135:1.

In determining the annual total compensation of the median employee, we calculated such employee’s compensation in ~~stock or cash (at our election) following~~accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the termination of a non-employee director’s service on the Board. DSUs granted on or after August 1, 2013 are payable solely in stock following the termination of a non-employee director’s service on the Board. Since January 1, 2016, RSUs have been granted in lieu of DSUs assame calculation used to determine total compensation for ~~non-employee directors. In~~purposes of the ~~event~~2023 Summary Compensation Table with respect to each of the NEOs. For purposes of this disclosure, we converted employee compensation from local currency to U.S. dollars using the exchange rate the Company used for 2023 internal budgeting purposes.

Identification of Median Employee

As permitted by SEC rules, for the past three years, we have used the same median employee because we do not believe there has been a change in ~~control~~our employee population or employee compensation program that would significantly impact the CEO pay ratio disclosure. As required by SEC rules, this year, we are identifying a new median employee using the same methodology as in previous years. To identify our median employee, we elected to use total target direct compensation which we calculated as salary, target bonus and target annual equity awards. We chose this compensation measure because we believe it is the most accurate reflection of ~~eBay, any equity awards granted~~pay at eBay.

We selected November 6, 2023 as the date on which to determine our ~~non-employee directors will accelerate~~median employee. As of that date, we had approximately 12,400 employees, with approximately 7,600 employees located in the United States and ~~become fully vested and exercisable.~~

~~The following table sets forth annual retainers paid to our non-employee directors who serve as Chairman~~4,800 employees located outside of the ~~Board;~~United States. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the ~~Chairs~~median employee calculation in an amount of up to five percent (5%) of the ~~Audit,~~company’s total number of employees, provided that, if a company excludes any non-U.S. employees in a particular jurisdiction it must exclude all non-U.S. employees in that jurisdiction. We applied this de minimis exemption when identifying the median employee by excluding 501 employees in 14 jurisdictions, as set forth below. After taking into account the de minimis exemption, approximately 11,900 employees (or 96% of the population) were considered for identifying the median employee.

Our calculation excluded the following approximate number of employees from the following locations: Belgium (4); Czech Republic (21); France (39); Hong Kong (10); India (96); Italy (71); Japan (158); Luxembourg (35); Malaysia (25); Mexico (9); Russian Federation (1); Singapore (21); Spain (3); and Thailand (8).

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis” above.

YEAR	SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1)			SUMMARY COMPENSATION TABLE TOTAL FOR PRIOR PEO(1)			COMPENSATION ACTUALLY PAID TO PEO(2)			COMPENSATION ACTUALLY PAID TO PRIOR PEO			AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs(1)			AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs(2)			VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(3)						NET INCOME ($M)			COMPANY SELECTED MEASURE: FX- NEUTRAL REVENUE ($M)(4)
YEAR	SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1)			SUMMARY COMPENSATION TABLE TOTAL FOR PRIOR PEO(1)			COMPENSATION ACTUALLY PAID TO PEO(2)			COMPENSATION ACTUALLY PAID TO PRIOR PEO						AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs(2)			TOTAL SHAREHOLDER RETURN			PEER GROUP TOTAL SHAREHOLDER RETURN			NET INCOME ($M)			COMPANY SELECTED MEASURE: FX- NEUTRAL REVENUE ($M)(4)
2023		$	21,560,669			N/A		$	24,813,140			N/A		$	7,702,798		$	8,603,146		$	129.19		$	219.40		$	2,767		$	10,060
2022		$	16,950,325			N/A		$	(18,130,627)			N/A		$	8,547,469		$	673,193		$	120.01		$	139.00		$	(1,269)		$	10,115
2021		$	21,685,102			N/A		$	45,448,713			N/A		$	12,005,041		$	10,293,743		$	188.89		$	193.58		$	13,608		$	10,232
2020		$	34,835,839		$	42,798,223		$	47,240,184		$	16,181,647		$	8,031,459		$	18,418,381		$	141.16		$	143.89		$	5,667		$	8,868

(1)

The Principal Executive Officer (“PEO”) and other NEOs (the “Non-PEO NEOs”) for the applicable years were as follows:

•

2023: Mr. Iannone served as our PEO, and Messrs. Priest, Boone and Garcia and Ms. Loeger served as the Non-PEO NEOs.

•

2022: Mr. Iannone served as our PEO, and Messrs. Priest, Boone, Garcia and Thompson and Ms. Loeger served as the Non-PEO NEOs. Mr. Thompson’s employment with the Company terminated on April 29, 2022.

•

2021: Mr. Iannone served as our PEO and Messrs. Priest, Boone, Thompson and Cring and Mses. Loeger and Yetto served as the Non-PEO NEOs. Mr. Cring’s and Ms. Yetto’s employment with the Company terminated on October 15, 2021 and March 16, 2021, respectively.

•

2020: Mr. Iannone served as our PEO, Mr. Schenkel served as our prior PEO, and Messrs. Cring, Lee and Thompson and Mses. Yetto and Jones served as the Non-PEO NEOs. Mr. Schenkel’s and Ms. Jones’s employment with the Company terminated on June 19, 2020 and December 16, 2020, respectively.

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682024 Proxy Statement

The dollar amounts reported are the amounts of total compensation reported for Mr. Iannone for each corresponding year in the “Total” column of the Summary Compensation ~~and Corporate Governance and Nominating Committees;~~Table.

(2)

The 2023 Summary Compensation Table totals reported for our PEO and the ~~members~~average of ~~those Committees. Directors with an interest and background in technology who meet regularly with our senior technologists and report significant matters~~the Non-PEO NEOs as a group for each year were subject to the ~~Board do not receive any additional compensation for such service.~~

Role
   2016
Annual Retainer
All Independent Directors
   $ 80,000
Board Chairman
   $ 100,000
Lead Independent Director (if applicable)
   $ 25,000
Committee Chairs

Audit
   $ 20,000
Compensation
   $ 15,000
Corporate Governance & Nominating
   $ 15,000
Committee Members

Audit
   $ 18,000
Compensation
   $ 12,000
Corporate Governance & Nominating
   $ 10,000
following equity award adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid” using the methodology described below:

2023
PEO
AVERAGE
FOR
OTHER
NEOs

Summary Compensation Table Total $ 21,560,669 $ 7,702,798
Adjustments
Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table $ (17,045,644) $ (5,199,037)
Increase/deduction for the Inclusion of Rule 402(v) Equity Values(*):
Year End Fair Value of Equity Awards Granted During the Year $ 17,907,625 $ 5,476,937
Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years $ (331,984) $ (129,572)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year $ 1,539,183 $ 467,253
Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year $ 497,878 $ 96,440

Fair Value at the End of the Prior Year of Equity Awards that Failed.to Meet Vesting Conditions in the Year
$ 0 $ 0
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation $ 685,413 $ 188,327
Total $ 20,298,115 $ 6,099,385
COMPENSATION ACTUALLY PAID $ 24,813,140 $ 8,603,146

(*)

Compensation ~~Of Directors |~~~~2016 Director Compensation Table~~

~~2016 Director Compensation Table~~

~~The following table and footnotes summarize the total compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2016.~~

Name (a)
   Fees Earned or
Paid in Cash
($)(b)    Stock
Awards
($)(c)    Option
Awards
($)(d)    All Other
Compensation
($)(e)    Total
($)(f)
Fred D. Anderson
   118,000    220,000 ⁽²⁾    —    —    338,000
Edward W. Barnholt
   107,000    220,000 ⁽²⁾    —    —    327,000
Anthony J. Bates
   92,000    220,000 ⁽²⁾    —    —    312,000
Logan D. Green⁽¹⁾
   42,200    —    —    —    42,200
Bonnie S. Hammer
   92,000    220,000 ⁽²⁾    —    —    312,000
Kathleen C. Mitic
   117,000    220,000 ⁽²⁾    —    —    337,000
Pierre M. Omidyar
   —    —    —    24,654    24,654
Paul S. Pressler
   108,000    220,000 ⁽²⁾    —    —    328,000
Robert H. Swan
   80,000    220,000 ⁽²⁾    —    —    300,000
Thomas J. Tierney
   202,000    220,000 ⁽²⁾    —    —    422,000
Perry M. Traquina
   108,000    220,000 ⁽²⁾    —    —    328,000

⁽¹⁾	~~Mr. Green was appointed to the Board on June 21, 2016.~~

⁽²⁾

In connection with the non-employee director’s service to the Company, the non-employee director was granted restricted stock units. The number of restricted stock units granted represents the quotient of (A) $220,000 divided by (B) the Company’s closing stock price on the date of grant, rounded up to the nearest whole restricted stock unit. 100% of the restricted stock units vest on the earlier of: (i) the one-year anniversary of the date of grant or (ii) the date of the Company’s first annual meeting of stockholders that occurs after the date of grant, provided the non-employee director continues to provide service to the Company through such date.

~~Compensation Of Directors |~~~~2016 Director Compensation Table~~

~~Fees Earned or Paid in Cash (Column (b))~~

~~The amounts reported in the Fees Earned or~~Actually Paid ~~in Cash column reflect the cash fees earned by each non-employee director in 2016, which includes fees with respect to which the following directors elected to receive shares in lieu of cash.~~

Name
   Fees
Forgone
($)    Shares
Received
(#)
Fred D. Anderson
   —    —
Edward W. Barnholt
   —    —
Anthony J. Bates
   —    —
Logan D. Green
   —    —
Bonnie S. Hammer
   —    —
Kathleen C. Mitic
   —    —
Pierre M. Omidyar
   —    —
Paul S. Pressler
   108,000    3,762
Robert H. Swan
   80,000    2,786
Thomas J. Tierney
   202,000    7,034
Perry M. Traquina
   108,000    3,762

~~Compensation Of Directors |~~~~2016 Director Compensation Table~~

~~Stock Awards (Column (c))~~

~~The amounts reported in~~(“CAP”) excludes the Stock Awards ~~column reflect~~and Option Awards columns from the ~~aggregate grant date fair value of RSU awards granted in 2016.~~relevant fiscal year’s Summary Compensation Table total. The grant date fair value of ~~each RSU award was~~equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The Rule 402(v) Equity Values reflect the aggregate of the following components, as applicable: (i) the fair value as of the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less the fair value at the end of the prior year of awards granted prior to the listed fiscal year that failed to meet applicable vesting conditions during the listed fiscal year and (iv) the value of dividend equivalents paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. Equity values are calculated ~~using~~in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant or the Company’s approach to valuation employed in its financial statements.

For purposes of the above adjustments, the fair value of ~~our common stock~~equity awards on the applicable date ~~of the grant. Each non-employee director (other than Mr. Omidyar) providing service as a director through April 27, 2016, the date of our 2016 Annual Meeting, was granted 8,706 RSUs~~were determined in accordance with ~~a value of $220,000 on such date. Such RSUs become fully vested upon the earlier of (i) the first anniversary of~~FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant date fair value for accounting purposes.

The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and ~~(ii)~~the footnotes to the Summary Compensation Table of this Proxy Statement above.

PBRSU Valuation Assumptions

PBRSUs	Financial Metric Multiplier	TSR Realized Performance (Percentile)	Volatility	Risk-Free Interest Rate
2022 PBRSU	100% - 230%	25P - 50P	29.80%	4.56%
2023 PBRSU	100% - 230%	25P - 50P	33.46%	4.08%

Stock Option Valuation Assumptions

Grant date	Expected Term (years)**	Strike Price	Volatility***	Dividend Yield***	Risk-Free Interest Rate***
4/1/2022	5.81 - 6.25	$57.71	27.74%	2.41%	3.77% - 3.78%
5/15/2022	4.76 - 5.12	$46.65	27.74%	2.41%	3.75% - 3.77%
4/1/2023	5.32 - 5.83	$44.37	27.74%	2.41%	3.75% - 3.77%

(**)

Expected term adjusted for moneyness is calculated as the midpoint between the weighted time to vest (considering both service and performance conditions) and the contractual term, and then adjusted based on the moneyness ratio as of the measurement date.

(***)

Implied volatility, dividend yield and Risk-free rate are computed as of the measurement date following similar methodology as grant date.

(3)

The peer group for total shareholder return (“TSR”) for each listed fiscal year is the S&P 500 Information Technology (Sector) Index. The TSR amounts disclosed in the table assume a fixed investment of $100, and the relevant “measurement period” for any given year presented is the market close on the last trading day before the registrant’s earliest fiscal year presented in the table, through and including the end of the fiscal year for which cumulative TSR is being calculated. In addition, the TSR for the earliest year in the table will represent the TSR over that “first” year while the TSR for the next earliest year will represent the cumulative TSR over the first ~~annual meeting~~and the second years.

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2024 Proxy Statement69

(4)

The Company has identified FX-neutral revenue as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the Other NEOs in 2023 to the Company’s performance. FX-neutral revenue was chosen from the following three most important financial performance measures used by the Company to link compensation actually paid to the PEO and other NEOs in 2023 to the Company’s performance:

Most Important Financial Performance Measures:

•

FX-Neutral Revenue (the company-selected measure)—broad topline financial metric reflecting GMV performance while incentivizing business development and growth

•

Non-GAAP Operating Margin—incentivizes operational efficiency and profitability

•

Non-GAAP Net Income—incentivizes operational efficiency and profitability while also reflecting capital structure and tax impacts

For further information concerning the Company’s financial performance metrics, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement above.

Narrative

In the above “Compensation Discussion and Analysis” section of this Proxy Statement, we discuss our pay-for-performance compensation philosophy and the elements of our executive compensation program, which are heavily weighted toward equity compensation. Reflecting our philosophy and the emphasis on equity compensation, the values included in the columns for Compensation Actually Paid to our PEO and the Non-PEO NEOs in each of the ~~stockholders~~fiscal years reported above fluctuate year-over-year, primarily based on our stock price as of the ~~Company that occurs after the grant date.~~

~~As of December 31, 2016, each individual who served as a non-employee director during 2016 held the following aggregate numbers of DSUs, RSUs and options:~~

Name

DSUs
Held as of
12/31/16
(#)
   Total RSUs
Held as of
12/31/16
(#)
Total Options
Held as of
12/31/16
(#)
Fred D. Anderson
   44,402    8,706    —
Edward W. Barnholt
   52,453    8,706    —
Anthony J. Bates
   5,810    8,706    —
Logan D. Green
   —    —    —
Bonnie S. Hammer
   3,711    8,706    —
Kathleen C. Mitic
   25,212    8,706    —
Pierre M. Omidyar
   —    0    —
Paul S. Pressler
   1,128    8,706    —
Robert H. Swan
   836    8,706    167,052
Thomas J. Tierney
   52,784    12,664    6,014
Perry M. Traquina
   6,198    8,706    —

~~All Other Compensation (Column (e))~~

~~The amount reported in the All Other Compensation column for Mr. Omidyar consists of that portion~~last day of the ~~premiums paid by eBay~~listed fiscal year, among other factors, including Company financial performance relative to performance targets for ~~health insurance coverage~~PBRSUs and PBSOs. As the table illustrates, the compensation of our PEO and the Non-PEO NEOs is higher when our stock price is higher, and lower when our stock price is lower, reflecting the CHCC’s intent to align the interests of our PEO and the Non-PEO NEOs with those of our stockholders. Further, because Compensation Actually Paid values are based on our stock price as of particular dates in accordance with the SEC rules, it is important to note that the values could have been substantially different if other dates were chosen.

Relationship Between Compensation Actually Paid and Performance Measures

•

Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Cumulative TSR. The following chart illustrates the relationship between CAP for our PEO and the ~~benefit~~average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of ~~Mr. Omidyar. Other than this benefit,~~our peer group.

•

Relationship Between Compensation Actually Paid to our PEO and the ~~Company provides no other reportable compensation or benefits~~Average of the Compensation Actually Paid to ~~non-employee directors.~~

the Non-PEO NEOs and the Company’s Net Income. The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income.

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•

Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s FX-Neutral Revenue. The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s FX-neutral revenue.

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2024 Proxy Statement71

Equity Compensation Plan Information

~~Equity Compensation Plan Information~~

The following table gives information about shares of our common stock that may be issued upon the exercise of options and rights under our equity compensation plans as of December 31, ~~2016.~~2023. We refer to these plans and grants collectively as our Equity Compensation Plans.

Plan Category

(a)
Number of Securities
to be Issued Upon
Exercise of Outstanding
Options, Warrants,
and Rights

(b)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants, and Rights

(c)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column(a))
Equity compensation plans approved by security holders
47,510,126 ⁽¹⁾ $ 20.7918 ⁽²⁾ 112,331,467 ⁽³⁾
Equity compensation plans not approved by security holders
3,720 — —
Total⁽⁴⁾
47,513,846 $ 20.7918 112,331,467

⁽¹⁾

Includes (a) 42,642,774 shares of our common stock issuable pursuant to RSUs under our 2008 Equity Incentive Award Plan, as amended and restated, or our 2008 Plan, and our terminated plans, (b) 4,867,352 shares of our common stock issuable pursuant to stock options under our 2008 Plan and our terminated plans, and (c) 259,632 shares of our common stock issuable pursuant to DSUs under our 2008 Plan and a terminated plan. RSUs and DSUs, each represent an unfunded, unsecured right to receive shares of Company common stock (or, with respect to DSUs granted prior to August 1, 2013, the equivalent value thereof in cash or property). The value of RSUs and DSUs varies directly with the price of our common stock.

⁽²⁾	~~Does not include outstanding RSUs or DSUs.~~

⁽³⁾	~~Includes 19,647,069 shares of our common stock reserved for future issuance under our Employee Stock Purchase Plan as of December 31, 2016.~~

⁽⁴⁾

Excludes 1,118 shares subject to options, in each case, issued and outstanding pursuant to equity compensation plans assumed by us in acquisitions. As of December 31, 2016, the options under these plans had a weighted average exercise price of $1.18 per share. We cannot make subsequent grants or awards of our equity securities under these plans.

PLAN CATEGORY	(a) NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS, AND RIGHTS		(b) WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS, AND RIGHTS			(c) NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a))
Equity compensation plans approved by security holders		28,029,667(1)		$	49.4742(2)		70,407,836(3)
Equity compensation plans not approved by security holders		—			—		—
Total		28,029,667		$	49.4742		70,407,836

(1)

Includes (a) 23,141,572 shares of our common stock issuable pursuant to RSUs under our Equity Incentive Award Plan, as amended and restated, or our Plan, (b) 1,284,321 shares of our common stock issuable pursuant to PBRSUs under our Plan, (c) 3,529,350 shares of our common stock issuable pursuant to PBSOs under our Plan, and (d) 74,424 shares of our common stock issuable pursuant to DSUs under our Plan. RSUs and DSUs, each represent an unfunded, unsecured right to receive shares of Company common stock (or, with respect to DSUs granted prior to August 1, 2013, the equivalent value thereof in cash or property). The value of RSUs and DSUs varies directly with the price of our common stock.

(2)

Does not include outstanding RSUs or DSUs.

(3)

Includes 28,470,802 shares of our common stock reserved for future issuance under our Employee Stock Purchase Plan as of December 31, 2023.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of April 15, 2024 by (1) each stockholder known to us to be the beneficial owner of more than 5% of our common stock, (2) each of our directors, (3) each of the executive officers named in the “2023 Summary Compensation Table” included above, and (4) all executive officers and directors as a group. Unless otherwise indicated below, the address for each of our executive officers and directors is c/o eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125.

SHARES BENEFICIALLY OWNED(1)

NAME OF BENEFICIAL OWNER

NUMBER

PERCENT

The Vanguard Group(2)

58,404,026

11.51%

BlackRock, Inc.(3)

43,874,025

8.65%

Jamie Iannone(4)

801,450

Steve Priest(5)

188,131

Julie Loeger(6)

153,214

Eddie Garcia(7)

123,983

Cornelius Boone(8)

126,872

Paul S. Pressler

76,957

Perry M. Traquina

71,224

Logan D. Green

36,922

Adriane M. Brown

29,645

E. Carol Hayles

13,006

Mohak Shroff

12,933

Aparna Chennapragada

4,224

Shripriya Mahesh

1,234

Zane Rowe

—

All directors and executive officers as a group (15 persons)(9)

1,923,810

(*)

Less than one percent.

(1)

This table is based upon information supplied by officers, directors, and principal stockholders and any Schedules 13D and 13G filed with the SEC. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated in the footnotes to this table, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 15, 2024 and RSUs that are scheduled to vest within 60 days of April 15, 2024 are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding those options and RSUs but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of beneficial ownership is based on 507,401,884 shares of common stock outstanding as of April 15, 2024.

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(2)

Based on a Schedule 13G/A filed with the SEC on February 13, 2024, reporting ownership as of December 29, 2023, the Vanguard Group and its affiliates and subsidiaries (collectively, “Vanguard”) have beneficial ownership of an aggregate of 58,404,026 shares of the Company’s common stock. Vanguard has shared power to vote 678,441 shares of the Company’s common stock, sole power to dispose of 56,169,982 shares of the Company’s common stock and shared power to dispose of 2,234,044 shares of the Company’s common stock. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(3)

Based on a Schedule 13G/A filed with the SEC on January 25, 2024, reporting ownership as of December 31, 2023, BlackRock, Inc., and its affiliates and subsidiaries (“BlackRock”) have beneficial ownership of an aggregate of 43,874,025 shares of the Company’s common stock. BlackRock has sole power to vote 37,869,343 shares of the Company’s common stock and sole power to dispose of 43,874,025 shares of the Company’s common stock. The address for BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

(4)

Mr. Iannone is our President and CEO. Includes 7,592 RSUs scheduled to vest and 255,369 options exercisable within 60 days of April 15, 2024.

(5)

Mr. Priest is our SVP, Chief Financial Officer. Includes 2,525 RSUs scheduled to vest and 102,592 options exercisable within 60 days of April 15, 2024.

(6)

Ms. Loeger is our SVP, Chief Growth Officer. Includes 4,706 RSUs scheduled to vest and 73,056 options exercisable within 60 days of April 15, 2024.

(7)

Mr. Garcia is our SVP, Chief Product Officer. Includes 9,510 RSUs scheduled to vest and 80,801 options exercisable within 60 days of April 15, 2024.

(8)

Mr. Boone is our SVP, Chief People Officer. Includes 60,095 options exercisable within 60 days of April 15, 2024.

(9)

Includes 24,333 RSUs scheduled to vest and 629,467 options exercisable within 60 days of April 15, 2024.

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2024 Proxy Statement73

Questions and Answers ~~about~~About the Proxy Materials and ~~our 2017~~Our 2024 Annual Meeting

~~Questions and Answers about the Proxy Materials and our 2017 Annual Meeting~~

Why am I receiving these materials?

Our Board has made these proxy materials available to you ~~on the Internet, or, upon your request, delivered to you in the mail~~ in connection with the Board’s solicitation of proxies for use at our ~~2017~~2024 Annual Meeting, which will take place on ~~May 18, 2017.~~Thursday, June 20, 2024. Stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement. ~~This Proxy Statement is available to you on the Internet, and on or around April 3, 2017 we~~We mailed the Notice of Internet Availability of Proxy Materials (“Notice”) to our ~~stockholders.~~

stockholders on or around April 25, 2024.

What information is contained in these materials?

The information included in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our most highly paid executive officers and our directors, and certain other required information. Our ~~2016~~2023 Annual Report, which includes our audited consolidated financial statements, is also included with these proxy materials. If you received a paper copy of these materials, the proxy materials also included the accompanying proxy card ~~and~~or voting instruction form for the Annual Meeting. If you received the Notice instead of a paper copy of the proxy materials, voting instructions can be found in the Notice or below.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

We are distributing our proxy materials to certain stockholders over the Internet under the “notice and access” approach in accordance with SEC rules. As a result, we mailed to many of our stockholders the Notice instead of a paper copy of the proxy materials. All stockholders receiving the Notice will have the ability to access the proxy materials over the Internet and request to receive a ~~paper~~ copy of the proxy materials by ~~mail.~~mail or email. Instructions on how to access the proxy materials over the Internet or to request a paper or email copy may be found in the Notice. In addition, the Notice contains instructions on how you may request access to proxy materials in printed form by mail or ~~electronically~~email on an ongoing basis.

This approach conserves natural resources and reduces our printing and distribution costs, while providing a timely and convenient method of accessing the materials and voting.

~~Questions and Answers about the Proxy Materials and our 2017 Annual Meeting~~

What proposals will be voted on at the Annual Meeting? What are the Board’s voting recommendations?

The following chart describes the proposals to be considered at the Annual Meeting and the Board’s voting recommendations.

PROPOSAL
   THE BOARD’S VOTING
RECOMMENDATION    PAGE REFERENCE
  (FOR MORE DETAIL)
1.
   Election of 12 director nominees named in this Proxy Statement
“FOR” each nominee named
in this Proxy Statement
   19
2.
   Advisory vote to approve named executive officer compensation    “FOR” the approval, on an advisory basis, of the compensation of our named executive officers    28
3.
   Advisory vote on the frequency with which the advisory vote to approve named executive officer compensation should be held    “EVERY YEAR” on the frequency of an advisory vote on the compensation of our named executive officers    29
4.
   Ratification of appointment of independent auditors    “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2017    30
5.
   Stockholder proposal regarding right to act by written consent    “AGAINST” the proposal regarding action by written consent    33

PROPOSAL(S)		THE BOARD’S VOTING RECOMMENDATION	PAGE REFERENCE (FOR MORE DETAIL)
1	Election of 10 directors named in this Proxy Statement	FOR each nominee named in this Proxy Statement	8
2	Ratification of Appointment of Independent Auditors	FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2024	32
3	Advisory Vote to Approve Named Executive Officer Compensation	FOR the approval, on an advisory basis, of the compensation of our named executive officers	37

At the time the Notice was mailed, our management and the Board were not aware of any other matters to be presented at the Annual Meeting other than those set forth in this Proxy Statement and in the Notice.

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742024 Proxy Statement

How many shares are entitled to vote?

Each share of eBay common stock outstanding as of the close of business on ~~March 20, 2017,~~April 22, 2024, the record date, is entitled to one vote at the Annual Meeting. At the close of business on ~~March 20, 2017, 1,079,284,521~~April 22, 2024, 506,443,550 shares of eBay common stock were outstanding and entitled to vote. You may vote all of the shares owned by you as of the close of business on the record date of ~~March 20, 2017,~~April 22, 2024, and you are entitled to cast one vote per share of common stock held by you on the record date. These shares include shares that are (1) held of record directly in your name, including shares purchased or acquired through eBay’s equity incentive plans and (2) held for you as the beneficial owner through a ~~stockbroker,~~broker, bank, or other nominee.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most stockholders of eBay hold their shares beneficially through a broker, bank, or other nominee rather than directly in their own name. There are some distinctions between shares held of record and shares owned beneficially, specifically:

•

Shares held of record. If your shares are registered directly in your name with eBay’s transfer agent, Computershare Shareowner Services LLC, you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by eBay. As a stockholder of record, you have the right to grant your voting proxy directly to eBay or to vote ~~in person~~ at the Annual Meeting. If you do not wish to grant your voting proxy directly to eBay or to vote at the Annual Meeting, you may submit voting instructions via the Internet or by telephone by following the instructions on the Notice, and as described below under “How can I vote my shares without attending the Annual Meeting?” If you requested ~~to receive~~ printed copies of the proxy materials, eBay has sent you a proxy card for you to ~~use. You may also~~

~~Questions and Answers about~~use to direct the ~~Proxy Materials and our 2017 Annual Meeting~~

submit voting instructions via the Internet or by telephone by following the instructions on the Notice, and as described below under “How can I vote my shares without attending the Annual Meeting?”

proxyholders regarding how to vote your shares.

•

Shares owned beneficially. If your shares are held in a brokerage account or by a broker, bank, or other nominee, you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by your broker, bank, or other nominee, which is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your ~~account, and you are~~account. You may also ~~invited to attend~~vote these shares by attending the Annual Meeting. However, because you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you request and receive a valid proxy from your broker, bank, or other nominee. If you do not wish to vote ~~in person~~at or will not be attending the Annual Meeting, you may vote by proxy as described in the Notice and below under “How can I vote my shares without attending the Annual Meeting?” If you requested printed copies of the proxy materials, ~~by mail,~~ your broker, bank, or other nominee has enclosed a voting instruction form for you to use to direct the broker, bank, or other nominee regarding how to vote your shares. Please instruct your broker, bank, or other nominee how to vote your shares using the voting instruction form you received from them.

Can I attend the Annual Meeting?

You are invited to attend the Annual Meeting, which will be held virtually, if you are a stockholder of record or a beneficial owner as of ~~March 20, 2017. All stockholders must bring proof of identification. If you are a stockholder of record, your name will also be verified against the list of~~April 22, 2024. Only stockholders of record ~~prior~~or beneficial owners as of April 22, 2024 can vote, ask questions, or make comments. To join as a stockholder, you must go to ~~admittance~~www.virtualshareholdermeeting.com/EBAY2024 (“Meeting Website”) and log in using the control number on the Notice, your proxy card or your voting instruction form. We encourage you to join 15 minutes before the ~~Annual Meeting.~~start time of 8:00 a.m. Pacific Time, June 20, 2024, to ensure you can connect. If you hold your shares in a brokerage account or through a broker, bank, or other nominee, you will need to provide proof of ownership by bringing either a copy of the Notice provided by your broker or a copy of a brokerage statement showing your share ownership as of March 20, 2017. Whether or not you attendencounter any difficulties while accessing the Annual Meeting during the ~~event~~check-in or meeting time, a phone number for technical assistance will be made available ~~via webcast~~ on ~~our investor relations website athttps://investors.ebayinc.com, and~~ the ~~webcast~~Meeting Website 15 minutes prior to the start time of the Annual Meeting. A recording of the Annual Meeting will be archived for ~~a period of~~at least 90 days following the date of the Annual Meeting. ~~Since seating~~You may find a link to it at https://investors.ebayinc.com.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this Proxy Statement to ensure that your vote will be ~~limited, admission~~represented at the Annual Meeting. We reserve the right to eject an attendee or cut off speaking privileges for behavior likely to cause disruption or annoyance or for failure to comply with reasonable requests or the rules of conduct for the meeting, including time limits applicable to attendees who are permitted to speak.

How can I participate in the Annual Meeting?

We intend to hold the Annual Meeting virtually. A virtual meeting is one held by means of remote communication. Stockholders will be able to join the meeting via the Meeting 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. Rules of conduct and instructions to vote and to ask questions or make comments will be available at the Meeting Website during the meeting.

No recording of the Annual Meeting is allowed by anyone other than the Company, including audio and video recording.

We will endeavor to answer as many questions submitted by stockholders (or their proxyholders) as time permits and expect to allocate up to 20 minutes for the question-and-answer period. To allow us to answer questions from as many stockholders as possible, each stockholder (or their proxyholder) will be allowed to pose up to two questions. We reserve the right to edit profanity or other inappropriate language

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2024 Proxy Statement75

and to exclude questions regarding topics that are not pertinent to meeting business or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. If stockholders have matters of individual concern or questions that are not addressed during the meeting, they can submit questions or comments on our investor relations website at https://investors.ebayinc.com/contact-us-and-resources/contact-us/default.aspx.

In the event of technical difficulties with the Annual Meeting, we expect that an announcement will be made on www.virtualshareholdermeeting.com/EBAY2024. If necessary, the announcement will provide updated information regarding the date, time, and location of the Annual Meeting. Any updated information regarding the Annual Meeting will also be posted on ~~a first-come, first-served basis.~~

~~How can~~our investor relations website at https://investors.ebayinc.com. If you have technical difficulty accessing the meeting, please call the U.S. or international phone number (as applicable) listed on www.virtualshareholdermeeting.com/EBAY2024 for technical assistance.

Can I vote my shares ~~in person~~ at the Annual Meeting?

Shares held directly in your name as the stockholder of record, as well as shares held in street name through a broker, bank, or other nominee, may be voted ~~in person~~ at the Annual Meeting. ~~If you choose to vote in person, please bring proof of identification.~~ Even if you plan to attend the Annual Meeting, eBay recommends that you submit a proxy as described in the Notice and below under “How can I vote my shares without attending the Annual Meeting?” so that your vote will be counted if you later decide not to attend the Annual Meeting. Shares held in street name through a brokerage account or by a broker, bank, or other nominee may be voted in person by you only if you obtain a valid proxy from your broker, bank, or other nominee giving you the right to vote the shares.

How can I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by ~~mail~~telephone or ~~telephone~~mail pursuant to instructions provided on the proxy card.

If you hold shares beneficially in street name, you may ~~also~~ vote through a voting instruction form over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by telephone or mail by following the voting instruction form provided to you by your broker, bank, or other nominee.

~~Questions and Answers about the Proxy Materials and our 2017 Annual Meeting~~

Can I change my vote or revoke my proxy?

If you are the stockholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the Annual Meeting. Proxies may be revoked by any of the following actions:

•

filing a timely written notice of revocation with our Corporate Secretary at our principal executive office (2025 Hamilton Avenue, San Jose, California 95125);

•

submitting a new proxy at a later date via the Internet, by telephone, or by mail following the instructions provided in the Notice or, if requested, the proxy card; or

•

attending the Annual Meeting and voting ~~in person~~ (attendance at the Annual Meeting will not, by itself, revoke a proxy).

If your shares are held in a brokerage account or by a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or other nominee.

Only the latest validly executed proxy that you submit will be counted.

How are votes counted?

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to each of the director nominees named in this ~~proxy statement.~~Proxy Statement. If you elect to abstain from voting on the election of directors, the abstention will not have any effect on the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to:

~~the advisory vote to approve named executive officers compensation;~~•

the ratification of the appointment of independent auditors; and

•

the ~~stockholder proposal regarding right~~advisory vote to ~~act by written consent.~~approve named executive officers’ compensation.

If you elect to abstain from voting on any of these proposals, the abstention will have the same effect as an “AGAINST” vote with respect to such ~~proposal.~~

~~You may vote “EVERY YEAR,” “EVERY TWO YEARS,” “EVERY THREE YEARS,” or “ABSTAIN” with respect to:~~

~~the advisory vote to approve the frequency with which the advisory vote to approve named executive officers compensation should be held.~~

~~If you elect to abstain from voting on this~~ proposal, ~~the~~except that such abstention will ~~not~~ have ~~any~~no effect on the ~~advisory vote.~~

election of directors.

If you provide specific instructions with regard to certain ~~items,~~proposals, your shares will be voted as you instruct on such ~~items.~~proposals. If no instructions are indicated, ~~on a properly executed proxy card or over the telephone or Internet,~~ the shares will be voted as recommended by our Board.

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762024 Proxy Statement

Who will count the votes?

A representative of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspector of election.

What is the quorum requirement for the Annual Meeting?

The quorum requirement for holding the Annual Meeting and transacting business is a majority of the outstanding shares entitled to be voted at the Annual Meeting. The shares may be present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

~~Questions and Answers about the Proxy Materials and our 2017 Annual Meeting~~

What is the voting requirement to approve each of the proposals? What effect will abstentions and broker non-votes have?

The following chart describes the proposals to be considered at the Annual Meeting, the vote required to elect directors to the Board and to adopt each of the other proposals, and the manner in which votes will be counted. Shares voted “ABSTAIN” and shares not represented at the meeting have no effect on the election of ~~directors nor the advisory vote on the frequency of the advisory vote to approve named executive officers compensation.~~ directors.

For each of the other proposals, abstentions have the same effect as “AGAINST” votes. If you are a beneficial holder and do not provide specific voting instructions to your broker, the organization that holds your shares will not be authorized to vote your shares, which would result in “broker non-votes,” on proposals other than the ratification of the ~~selection~~appointment of PricewaterhouseCoopers LLP as our independent ~~registered public accounting firm~~auditors for ~~2017.~~2024. Accordingly, we encourage you to vote promptly, even if you plan to attend the Annual Meeting.

PROPOSAL

VOTING OPTIONS

~~PROPOSAL~~

~~VOTING~~
~~OPTIONS~~

VOTE REQUIRED TO
ADOPT
THE PROPOSAL

EFFECT OF

ABSTENTIONS

EFFECT OF
BROKER

NON-VOTES*

Election of 1210 director nominees named in this Proxy Statement

For, against or abstain on each nominee

A nominee for ~~Director~~director will be elected if the votes cast for such nominee exceed the votes cast against such ~~nominee.~~nominee

No effect

~~Advisory vote to approve named executive officers compensation~~

Ratification of appointment of independent auditors

For, against or abstain

The affirmative vote of a majority of the shares of common stock ~~represented~~present at the Annual Meeting in person or represented by proxy and entitled to vote ~~thereon.~~thereon

Treated as votes against

~~No effect~~

Brokers have discretion to vote

Advisory ~~vote on the frequency with which the advisory~~ vote to approve named executive ~~officers~~officers’ compensation ~~should be held~~

~~Every Year, Every Two Years, Every Three Years, or abstain~~

~~The frequency receiving the greatest number of affirmative votes of the shares of common stock represented at the Annual Meeting and entitled to vote thereon.~~

~~No effect~~

~~Ratification of appointment of independent auditors~~

For, against or abstain

The affirmative vote of a majority of the shares of common stock ~~represented~~present at the Annual Meeting in person or represented by proxy and entitled to vote ~~thereon.~~thereon

Treated as votes against

~~Brokers have discretion to vote~~

~~Stockholder proposal regarding right to act by written consent~~

~~For, against, or abstain~~

~~The affirmative vote of a majority of the shares of common stock represented at the Annual Meeting in person or by proxy and entitled to vote thereon.~~

~~Treated as votes against~~

No effect

A broker non-vote occurs when shares held by a broker, bank, or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker, bank, or other nominee (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares with respect to that particular proposal.

What happens if a nominee who is duly nominated does not receive a majority vote?

Each current director who is standing for ~~re-election~~election at the Annual Meeting has tendered an irrevocable resignation from the Board that will become effective if (1) the election is uncontested and (2) the ~~Corporate Governance and Nominating Committee~~CGNC or another committee of the Board comprised of independent directors determines to accept such resignation after the director fails to receive a majority of votes cast. This determination will be made within 90 days of the Annual Meeting (subject to an additional 90-day period in certain circumstances) and will be publicly reported promptly after it is made.

Where can I find the voting results of the Annual Meeting?

We will ~~publish~~report the voting results in a Current Report on Form 8-K ~~subsequent to~~filed with the SEC following the Annual Meeting.

Who will bear the cost of soliciting votes for the Annual Meeting?

eBay will pay the entire cost of the solicitation of proxies. eBay has retained the services of ~~D.F. King & Co.,~~

~~Questions and Answers about the Proxy Materials and our 2017 Annual Meeting~~

~~Inc.,~~Morrow Sodali LLC a professional proxy solicitation firm, to aid in the solicitation of proxies. eBay expects that it will pay ~~D.F. King~~Morrow Sodali LLC its customary fees, estimated not to

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2024 Proxy Statement77

exceed approximately $17,500 in the aggregate, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. eBay has agreed to indemnify ~~D.F. King~~Morrow Sodali against certain liabilities relating to or arising out of their engagement. In addition, eBay may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. eBay must also pay banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others certain fees associated with:

~~Forwarding~~•

forwarding the Notice to beneficial owners;

~~Forwarding~~

•

forwarding printed proxy materials to beneficial owners who specifically request them; and

~~Obtaining~~

•

obtaining beneficial owners’ voting instructions.

Solicitations may also be made by personal interview, mail, telephone, facsimile, email, Twitter, other electronic channels of communication, in particular LinkedIn, eBay’s investor relations website, other eBay-hosted websites and blogs, or otherwise by directors, officers, and other employees of eBay, but eBay will not additionally compensate its directors, officers, or other employees for these services.

May I propose actions for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?

You may submit proposals for consideration at future annual stockholder meetings. To be considered for inclusion in the proxy materials for our ~~2018~~2025 Annual Meeting of Stockholders, your proposal (other than a proposal for director nomination) must be received by our Corporate Secretary at our principal executive office no later than December ~~1, 2017.~~

26, 2024. Your proposal must comply with the procedures and requirements set forth in Rule 14a-8 under the ~~Securities~~ Exchange ~~Act of 1934, as amended.~~Act. Your proposal should be sent ~~via registered, certified or express mail~~ to our Corporate Secretary at our principal executive office ~~(2025~~(1) via registered, certified or express mail to 2025 Hamilton Avenue, San Jose, California ~~95125)~~95125, or (2) via email to shareholderproposals@ebay.com (with a confirmation copy sent via first class mail to our Corporate Secretary at the foregoing address); no facsimile submissions will be accepted.

A stockholder proposal or a nomination for director ~~that is received after this date~~ will generally not be included in our proxy materials but will otherwise be considered at the ~~2018~~2025 Annual Meeting of Stockholders so long as it is submitted, together with the information required by our bylaws, to our Corporate Secretary at our principal executive office no earlier than ~~January 18, 2018~~February 20, 2025 and no later than ~~February 17, 2018~~March 22, 2025 and otherwise in accordance with our ~~Bylaws.~~ bylaws.

In order to comply with the SEC’s universal proxy rule, stockholders who intend to solicit proxies for director nominees submitted under the advance notice requirements of our bylaws must also comply with the additional requirements of Rule 14a-19 under the Exchange Act. However, we note that the deadline provided for in Rule 14a-19 does not supersede any of the requirements or timing required by our bylaws. We encourage stockholders who wish to submit a proposal or nomination to seek independent counsel. We will not consider any proposal or nomination that is not timely or otherwise does not meet the bylaw and SEC requirements. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

Our ~~Bylaws~~bylaws also provide that, under certain circumstances, a stockholder or group of stockholders may include director candidates that they have nominated in the proxy materials for our annual meetings. These proxy access provisions of our ~~Bylaws~~bylaws provide, among other things, that a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding stock continuously for at least three years, may nominate, and include in our proxy materials for an annual meeting, two individuals to serve as directors or 20% of the Board, whichever is greater. The nominating stockholder or group of stockholders also must deliver the information required by, and each nominee must meet the qualifications required by, our ~~Bylaws.~~bylaws. Requests to include stockholder-nominated candidates in the Company’s proxy materials for the ~~2018~~2025 Annual Meeting of Stockholders must be received by the Corporate Secretary at the above address ~~not~~no earlier than ~~the close of business on January 18, 2018~~February 20, 2025 and ~~not~~no later than ~~close of business on February 17, 2018.~~March 22, 2025. We advise you to review our ~~Bylaws,~~bylaws, which contain these and other requirements with respect to advance notice of stockholder proposals and director nominations and proxy access nominations, including certain information that must be included concerning the stockholder and each proposal and nominee. Failure to comply with the requirements, procedures and deadlines in our ~~Bylaws~~bylaws may preclude presentation and consideration of the matter or nomination of the applicable candidate for election at the ~~2018~~2025 Annual Meeting of Stockholders. Our ~~Bylaws~~bylaws were filed with the SEC as an exhibit to our Annual Report on Form ~~8-K on March 18, 2016,~~10-K for the year ended December 31, 2023 and can be viewed by visiting our investor relations website athttps://investors.ebayinc.com/~~sec.cfm~~.financial-information/annual-reports/default.aspx. You may also obtain a copy by writing to our Corporate Secretary at our principal executive office (2025 Hamilton Avenue, San Jose, California 95125).

~~Questions and Answers about the Proxy Materials and our 2017 Annual Meeting~~

How can I get electronic access to the Proxy Statement and Annual Report?

The Notice, proxy card or voting instruction form will contain instructions on how to:

~~View~~•

view our proxy materials for the Annual Meeting on the Internet and vote your shares; and

~~Instruct~~

•

instruct us to send our future proxy materials to you electronically by ~~email~~email.

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782024 Proxy Statement

Our proxy materials are also available on our investor relations website athttps://investors.ebayinc.com/~~annuals.cfm~~.

financial-information/annual-reports/default.aspx.

You can choose to receive future proxy materials electronically by visiting our investor relations website athttps://investors.ebayinc.com/~~annuals.cfm~~.financial-information/annual-reports/default.aspx. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your choice to receive proxy materials electronically will remain in effect until you contact eBay Investor Relations and tell us otherwise. You may visit our investor relations website athttps://investors.ebayinc.com or contact eBay Investor Relations by mail at 2025 Hamilton Avenue, San Jose, California 95125, orby email atir@ebay.com or by telephone at (408) 376-7493.

~~Our Proxy Statement will also be available in an interactive form athttps://www.iiwisdom.com/ebay-2017~~.

How do I obtain a paper copy of the proxy materials?

If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

How do I obtain a separate set of proxy materials if I share an address with other stockholders?

eBay has adopted an SEC-approved procedure called “householding.” Under this procedure, we are delivering a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share an address, unless otherwise requested from one or more of the stockholders. This procedure reduces the environmental impact of our annual meetings and reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. If you reside at such an address and wish to receive a separate copy of the Notice and, if applicable, the proxy materials, including our annual report, you may contact eBay Investor Relations by mail at 2025 Hamilton Avenue, San Jose, California 95125, orby email atir@ebay.com or by telephone at (408) 376-7493 and we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials. You may also contact eBay Investor Relations if you would like to receive separate copies in the future, or if you are receiving multiple copies of our proxy materials and would like to receive only one copy in the future. Stockholders who hold shares in street name (as described above) may contact their broker, bank, or other nominee to request information about householding.

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2024 Proxy Statement79

Other Matters

~~Other Matters~~

The Board knows of no other matter that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting or any adjournment or postponement thereof, the persons named in the accompanying proxy intend to vote on those matters in accordance with their best judgment.

Stockholders are urged to vote via the Internet or by telephone by following the instructions in the Notice or, if applicable, the proxy card or voting instruction form.

By Order of the Board of Directors

~~Marie Oh Huber~~

Molly Finn

Assistant Secretary

~~March 31, 2017~~

April 25, 2024

Copies of this Proxy Statement and our annual report for the year ended December 31, ~~2016~~2023 are available by visiting our investor relations website athttps://investors.ebayinc.com/~~annuals.cfm. This proxy statement will also be available in interactive form athttps://www.iiwisdom.com/ebay-2017~~.

financial-information/annual-reports/default.aspx.

You may also obtain copies free of charge ~~by making an online request by visiting our investor relations website athttps://investors.ebayinc.com/printed-materials.cfm, or~~ by contacting investor relations by mail at 2025 Hamilton Avenue, San Jose, California ~~95125 or atir@ebay.com~~.

95125.

~~ebaytm~~

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2025 Hamilton Avenue
San Jose, California 95125
https://investors.ebayinc.com

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[MISSING IMAGE: px_24ebayproxy1pg01-bw.jpg]

SCAN TO VIEW MATERIALS & VOTE2025 HAMILTON ~~AVENUE~~
~~SAN~~AVENUESAN JOSE, CA ~~95125~~
~~VOTE~~95125VOTE BY ~~INTERNET~~INTERNETBefore The Meeting - Go to www.proxyvote.com
~~Use~~ or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on ~~May 17, 2017.~~June 19, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction ~~form.~~
~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~
~~If you would like~~form.During The Meeting - Go to ~~reduce~~www.virtualshareholdermeeting.com/EBAY2024You may attend the ~~costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically~~meeting via ~~e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using~~ the Internet and ~~when prompted, indicate~~vote during the meeting. Have the information that ~~you agree to receive or access proxy materials electronically~~is printed in ~~future years.~~
~~VOTE~~the box marked by the arrow available and follow the instructions.VOTE BY PHONE -~~1-800-690-6903~~
~~Use~~ 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on ~~May 17, 2017.~~June 19, 2024. Have your proxy card in hand when you call and then follow the ~~instructions.~~
~~VOTE~~instructions.VOTE BY ~~MAIL~~
~~Mark,~~MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY ~~11717. All proxy cards will be accepted up until 11:59 P.M. Eastern Time on May 17, 2017.~~
TO11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
~~E23818-P88867~~
~~KEEP~~V38364-P10165KEEP THIS PORTION FOR YOUR ~~RECORDS~~
~~DETACH AND RETURN THIS PORTION ONLY~~
~~THIS~~RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND ~~DATED.~~
~~EBAY INC.~~
~~The~~DATED.DETACH AND RETURN THIS PORTION ONLYEBAY INC.The Board of Directors recommends that you vote ~~“FOR”~~"FOR" each of the Board of ~~Directors’~~Directors' nominees below:
Proposal 1 - Election of 1210 director nominees named in the proxy ~~statement.~~
~~Nominees:~~
statement.Nominees:For Against Abstain
~~1a. Fred~~ 1a.Adriane M. Brown1b.Aparna Chennapragada1c.Logan D. ~~Anderson Jr.~~
~~1b. Edward W. Barnholt~~
~~1c. Anthony J. Bates~~
~~1d. Logan D. Green~~
~~1e. Bonnie~~Green1d.E. Carol Hayles1e.Jamie Iannone1f.Shripriya Mahesh1g.Paul S. ~~Hammer~~
~~1f. Kathleen C. Mitic~~
~~1g. Pierre~~Pressler1h.Zane Rowe1i.Mohak Shroff1j.Perry M. ~~Omidyar~~
~~1h. Paul S. Pressler~~
~~1i. Robert H. Swan~~
~~1j. Thomas J. Tierney~~
~~1k. Perry M.~~ Traquina
~~1l. Devin N. Wenig~~
! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! ! The Board of Directors recommends you vote ~~“FOR”~~"FOR" proposal 2 below:
Proposal 2 - Ratification of appointment of independent auditors.The Board of Directors recommends you vote "FOR" proposal 3 below:Proposal 3 - Advisory vote to approve named executive officer ~~compensation.~~
~~For Against Abstain~~
~~The Board of Directors recommends you vote “Every year” on proposal 3 below:~~
~~Every Year Every 2 Years Every 3 Years Abstain~~
~~Proposal 3 - Advisory vote to approve the frequency with which the advisory vote to approve named executive officer compensation should be held.~~
~~The Board of Directors recommends you vote “FOR” proposal 4 below:~~
~~For Against Abstain~~
~~Proposal 4 - Ratification of appointment of independent auditors.~~
~~The Board of Directors recommends you vote “AGAINST” proposal 5 below:~~
~~Proposal 5 - Consideration of a stockholder proposal regarding right to act by written consent.~~
~~NOTE:~~compensation.NOTE: Such other business as may properly come before the meeting or any continuation or adjournment thereof. ~~If this proxy is signed and returned, it will be voted in accordance with your instructions.~~
For Against Abstain! ! !For Against Abstain! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
~~Signature~~ If this proxy is signed and returned, it will be voted in accordance with your instructions.Signature [PLEASE SIGN WITHIN BOX] ~~Date~~
~~Signature~~DateSignature (Joint Owners)Date
~~V.1.1~~

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at ~~www.proxyvote.com.~~
~~E23819-P88867~~
~~eBay Inc.~~
~~PROXY~~www.proxyvote.com.V38365-P10165eBay Inc.PROXY SOLICITED BY THE BOARD OF DIRECTORS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON ~~MAY 18, 2017~~
~~The~~JUNE 20, 2024The undersigned hereby appoints ~~DEVIN N. WENIG, SCOTT F. SCHENKEL~~JAMIE IANNONE, STEVE PRIEST and ~~MARIE OH HUBER,~~MOLLY FINN, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all shares of stock of eBay Inc. that the undersigned may be entitled to vote at the Annual Meeting of Stockholders of eBay Inc., a Delaware corporation, to be held virtually at www.virtualshareholdermeeting.com/EBAY2024, on Thursday, ~~May 18, 2017,~~June 20, 2024, at 8:00 a.m., Pacific Time ~~at 2025 Hamilton Avenue, San Jose, CA 95125,~~ for the purposes listed on the reverse side and at any and all continuation(s) and adjournment(s) of that meeting, with all powers that the undersigned would possess if personally present, upon and in respect to the instructions indicated on the reverse side, with discretionary authority as to any and all other matters that may properly come before the ~~meeting.~~
~~THIS~~meeting.THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NO CHOICE IS SPECIFIED: FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THE PROXY STATEMENT AND FOR PROPOSALS 2 AND ~~4, EVERY YEAR FOR PROPOSAL~~ 3 ~~AND AGAINST PROPOSAL 5,~~ AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY CONTINUATION(S) AND ADJOURNMENT(S) ~~THEREOF.~~
~~PLEASE~~THEREOF.PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE THAT IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
Continued and to be signed on reverse side
~~V.1.1~~

iso4217:USD xbrli:shares


Name and Primary Occupation	Age	Director since	Independent	Committee Memberships*	Other Public Company Boards
Fred D. Anderson Jr. Co-Founder, Elevation Partners Co-Founder, NextEquity Partners	72	2003	YES	Audit (Chair)	1
Edward W. Barnholt Former President and CEO, Agilent Technologies, Inc.	73	2005	YES	Compensation (Chair)	2
Anthony J. Bates Former President, GoPro, Inc.	49	2015	YES	Compensation	2
Logan D. Green Co-Founder and CEO, Lyft Inc.	33	2016	YES	Corporate Governance	None
Bonnie S. Hammer Chairman, NBCUniversal Cable Entertainment	66	2015	YES	Compensation	1
Kathleen C. Mitic Founder and CEO, Sitch, Inc.	47	2011	YES	Compensation Governance (Chair)	1
Pierre M. Omidyar Founder, eBay	49	1996	YES	None	1
Paul S. Pressler Partner, Clayton, Dubilier & Rice, LLC Interim CEO and Chairman, David’s Bridal	60	2015	YES	Audit Governance	1
Robert H. Swan Chief Financial Officer, Intel Corporation	56	2015	NO	None	None
Thomas J. Tierney Chairman, eBay Inc. Chairman and Co-Founder, The Bridgespan Group	63	2003	YES	Compensation Governance	None
Perry M. Traquina Former Chairman, CEO, and Managing Partner, Wellington Management Company LLP	60	2015	YES	Audit Governance	2
Devin N. Wenig President and CEO, eBay	50	2015	NO	None	None


	Shares Beneficially Owned ⁽¹⁾
Name of Beneficial Owner	Number		Percent
Pierre M. Omidyar⁽²⁾		70,368,858		6.52	%
The Vanguard Group⁽³⁾		66,983,234		6.21	%
BlackRock, Inc.⁽⁴⁾		60,506,773		5.61	%
Devin N. Wenig⁽⁵⁾		1,295,040		*
Scott F. Schenkel⁽⁶⁾		262,319		*
Harry A. Lawton⁽⁷⁾		71,010		*
Stephen Fisher⁽⁸⁾		122,941		*
Raymond J. Pittman⁽⁹⁾		120,889		*
Fred D. Anderson Jr.⁽¹⁰⁾		21,616		*
Edward W. Barnholt⁽¹¹⁾		20,116		*
Anthony J. Bates⁽¹²⁾		14,686		*
Logan D. Green⁽¹³⁾		1,000		*
Bonnie S. Hammer⁽¹⁴⁾		12,417		*
Kathleen C. Mitic⁽¹⁵⁾		22,286		*
Paul S. Pressler⁽¹⁶⁾		22,916		*
Robert H. Swan⁽¹⁷⁾		352,405		*
Thomas J. Tierney⁽¹⁸⁾		34,108		*
Perry M. Traquina⁽¹⁹⁾		18,666		*
All directors and executive officers as a group of (20 persons)⁽²⁰⁾		73,324,080		6.78	%


	Year Ended December 31,
	2016			2015
Audit Fees⁽¹⁾		$	9,362		$	15,951
Audit-Related Fees			1,609			1,447
Tax Fees			70			280
All Other Fees⁽²⁾			512			2,360
Total		$	11,553		$	20,038


	Minimum			Target			Maximum
FX-neutral revenue		25	%		50	%		100	%
Non-GAAP operating margin dollars		25	%		50	%		100	%

NAME	PERCENTAGE OF OPTION AWARDS EARNED FOR 2023 PERFORMANCE		OPTION AWARDS AVAILABLE		OPTIONS EARNED FOR 2023 PERFORMANCE		VESTING SCHEDULE
Mr. Iannone		50%		445,892		222,946	Two-thirds in March 2024; One-third in March 2025
Mr. Priest		50%		185,790		92,895	Two-thirds in March 2024; One-third in March 2025
Mr. Boone		50%		104,042		52,021	Two-thirds in March 2024; One-third in March 2025
Ms. Loeger		50%		123,864		61,932	Two-thirds in March 2024; One-third in March 2025
Mr. Garcia		50%		147,098		73,549	Two-thirds in March 2024; One-third in March 2025


	2016				2015			Year-Over-Year Change ($)				Year-Over-Year Change (%)
Base Salary		$	1,000,000			$	1,000,000			No change			No change
Target Annual Cash Incentive Award (percentage of base salary)			200%				200%			No change			No change
Target Value of Equity Awards		$	12,500,000	*		$	11,000,000		$	1,500,000	*		14%


NAME	2016 Base Salary		Year-Over-Year Change for Base Salary ($)		2016 Target Annual Cash Incentive Award			Year-Over- Year Change for Target Annual Cash Incentive Award ($)		2016 Target Value of Equity Awards*			Year-Over- Year Change for Target Value of Equity Awards ($)
Scott Schenkel	$	650,000		No Change		100	%		No Change	$	6,000,000	**	($	2,000,000	)
Stephen Fisher	$	625,000		No Change		75	%		No Change	$	7,000,000	***	$	3,500,000	****
Harry Lawton	$	650,000		No Change		75	%		No Change	$	3,500,000	***	($	2,500,000	)
Raymond Pittman	$	580,000		n/a		75	%		n/a	$	5,500,000	***		n/a


Name	Percentage of Target			Size of Award for 2015-2016 Performance Cycle		Vesting Schedule
Devin Wenig		126	%		282,494	100% on March 1, 2018
Scott Schenkel		126	%		196,426	100% on March 1, 2018
Stephen Fisher		126	%		91,711	50% on March 1, 2017; 50% on March 1, 2018
Harry Lawton		126	%		75,740	50% on March 1, 2017; 50% on March 1, 2018
Raymond Pittman		126	%		65,508	50% on March 1, 2017; 50% on March 1, 2018

NAME	ANNUAL CASH INCENTIVE TARGET AS PERCENTAGE OF BASE SALARY		ANNUAL CASH INCENTIVE AWARD FOR 2023			COMPANY PERFORMANCE PAYOUT %		PERFORMANCE PAYOUT AS % OF TARGET
Mr. Iannone		200%		$	3,330,000		174%		167%
Mr. Priest		100%		$	1,320,000		174%		165%
Mr. Boone		75%		$	842,906		174%		166%
Ms. Loeger		75%		$	905,625		174%		173%
Mr. Garcia		75%		$	842,906		174%		166%


Name	Annual Cash Incentive Target as Percentage of Base Salary			Annual cash Incentive Award for 2016
Devin Wenig		200	%		$	2,430,000
Scott Schenkel		100	%		$	789,750
Stephen Fisher		75	%		$	493,359
Harry Lawton		75	%		$	513,094
Raymond Pittman		75	%		$	457,837


Name and Principal Position (a)	Year (b)		Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($) (f)		Non- Equity Incentive Plan Compensation ($) (g)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($)
Devin N. Wenig President and Chief Executive Officer		2016		1,000,000		0		12,500,033		0		2,430,000		0		11,159		15,941,192
		2015		942,308		0		9,188,884		1,667,333		2,695,000		0		15,902		14,509,427
		2014		823,077		0		6,993,672		1,364,467		1,303,188		0		11,261		10,495,665
Scott F. Schenkel Senior Vice President, Finance and Chief Financial Officer		2016		650,000		0		5,972,030		0		789,750		0		10,746		7,422,526
		2015		621,154		0		6,857,377		1,192,618		888,250		0		12,746		9,572,145
Stephen Fisher Senior Vice President, Chief Technology Officer		2016		625,000		200,000		6,967,348		0		493,359		0		10,600		8,296,307
		2015		625,000		200,000		2,888,421		473,879		535,547		0		2,513,912		7,236,759
Harry A. Lawton Senior Vice President, North America		2016		650,000		300,000		3,483,686		0		513,094		0		10,600		4,957,380
Harry A. Lawton Senior Vice President, North America		2015		400,000		300,000		5,324,787		395,163		342,750		0		4,084,769		10,847,469
Raymond J. Pittman Senior Vice President, Chief Product Officer		2016		580,000		0		5,474,346		0		457,837		0		10,600		6,522,783


Name	Maximum Value of PBRSUs (as of Grant Date)
Mr. Wenig	$	18,000,037
Mr. Schenkel	$	8,599,723
Mr. Fisher	$	10,032,981
Mr. Lawton	$	5,016,519
Mr. Pittman	$	7,883,036


					Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)(j)		All Other Option Awards: Number of Securities Underlying Options (#)(k)		Exercise or Base Price of Option Awards ($/Sh)(l)		Grant Date Fair Value ($)(m)
Name (a)	Approval Date (b)		Grant Date (c)		Threshold ($)(d)		Target ($)(e)		Maximum ($)(f)		Threshold (#)(g)		Target (#)(h)		Maximum (#)(i)								Grant Date Fair Value ($)(m)
Devin N. Wenig
RSUs		1/13/2016		4/1/2016		—		—		—		—		—		—		209,381		—		—		5,000,018
eIP - Company Performance		N/A		N/A		750,000		1,500,000		3,000,000		—		—		—		—		—		—		—
eIP – Individual Performance		N/A		N/A		—		500,000		1,000,000		—		—		—		—		—		—		—
PBRSUs (2016-2017 Performance period)		1/13/2016		4/1/2016		—		—		—		125,629		314,071		753,771		—		—		—		7,500,015
Scott F. Schenkel
RSUs		1/13/2016		4/1/2016		—		—		—		—		—		—		100,034		—		—		2,388,812
eIP – Company Performance		N/A		N/A		243,750		487,500		975,000		—		—		—		—		—		—		—
eIP – Individual Performance		N/A		N/A		—		162,500		325,000		—		—		—		—		—		—		—
PBRSUs(2016-2017 Performance period)		1/13/2016		4/1/2016		—		—		—		60,021		150,051		360,123		—		—		—		3,583,218
Stephen Fisher
RSUs		1/13/2016		4/1/2016		—		—		—		—		—		—		116,706		—		—		2,786,939
eIP – Company Performance		N/A		N/A		175,781		351,562		703,124		—		—		—		—		—		—		—
eIP – Individual Performance		N/A		N/A		—		117,187		234,374				—		—		—		—		—		—
PBRSUs(2016-2017 Performance period)		1/13/2016		4/1/2016		—		—		—		70,024		175,059		420,142		—		—		—		4,180,409


	Option Awards													Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Grant Date		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value Shares or Units of Stock That Have Not Vested ($)⁽¹⁾		Stock Grant Date		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾
Devin N. Wenig		134,207		0			0		13.69		10/14/2011		10/14/2018
		83,108		0			0		14.86		4/2/2012		4/2/2019
		134,207		0			0		14.67		4/13/2012		4/13/2019
		127,932		11,631	⁽²⁾		0		22.63		4/1/2013		4/1/2020
		84,654		42,328	⁽²⁾		0		22.76		4/1/2014		4/1/2021
		62,450		48,643	⁽²⁾		0		20.41		10/15/2014		10/15/2021
		93,581		131,014	⁽²⁾		0		23.21		4/1/2015		4/1/2022
		16,698		30,446	⁽²⁾		0		26.92		7/17/2015		7/17/2022
															17,444	⁽³⁾		517,912		4/1/2013
															31,746	⁽³⁾		942,539		4/1/2014
															27,796	⁽³⁾		825,263		10/15/2014
															84,224	⁽³⁾		2,500,611		4/1/2015
															17,678	⁽³⁾		524,860		7/17/2015
															170,122	⁽⁴⁾		5,050,922		4/1/2016
															38,624	⁽⁵⁾		1,146,747		4/1/2014
															33,818	⁽⁵⁾		1,004,056		10/15/2014
															235,826	⁽⁶⁾		7,001,674		3/16/2015
															46,668	⁽⁶⁾		1,385,573		7/20/2015
																						753,771	⁽⁷⁾		22,379,461


Role	2016 Annual Retainer
All Independent Directors		$	80,000
Board Chairman		$	100,000
Lead Independent Director (if applicable)		$	25,000
Committee Chairs
Audit		$	20,000
Compensation		$	15,000
Corporate Governance & Nominating		$	15,000
Committee Members
Audit		$	18,000
Compensation		$	12,000
Corporate Governance & Nominating		$	10,000

	2023
	PEO			AVERAGE FOR OTHER NEOs
Summary Compensation Table Total		$	21,560,669		$	7,702,798
Adjustments
Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table		$	(17,045,644)		$	(5,199,037)
Increase/deduction for the Inclusion of Rule 402(v) Equity Values(*):
Year End Fair Value of Equity Awards Granted During the Year		$	17,907,625		$	5,476,937
Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years		$	(331,984)		$	(129,572)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		$	1,539,183		$	467,253
Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year		$	497,878		$	96,440
Fair Value at the End of the Prior Year of Equity Awards that Failed.to Meet Vesting Conditions in the Year		$	0		$	0
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		$	685,413		$	188,327
Total		$	20,298,115		$	6,099,385
COMPENSATION ACTUALLY PAID		$	24,813,140		$	8,603,146


Name (a)	Fees Earned or Paid in Cash ($)(b)		Stock Awards ($)(c)			Option Awards ($)(d)		All Other Compensation ($)(e)		Total ($)(f)
Fred D. Anderson		118,000		220,000	⁽²⁾		—		—		338,000
Edward W. Barnholt		107,000		220,000	⁽²⁾		—		—		327,000
Anthony J. Bates		92,000		220,000	⁽²⁾		—		—		312,000
Logan D. Green⁽¹⁾		42,200		—			—		—		42,200
Bonnie S. Hammer		92,000		220,000	⁽²⁾		—		—		312,000
Kathleen C. Mitic		117,000		220,000	⁽²⁾		—		—		337,000
Pierre M. Omidyar		—		—			—		24,654		24,654
Paul S. Pressler		108,000		220,000	⁽²⁾		—		—		328,000
Robert H. Swan		80,000		220,000	⁽²⁾		—		—		300,000
Thomas J. Tierney		202,000		220,000	⁽²⁾		—		—		422,000
Perry M. Traquina		108,000		220,000	⁽²⁾		—		—		328,000


Name	Fees Forgone ($)		Shares Received (#)
Fred D. Anderson		—		—
Edward W. Barnholt		—		—
Anthony J. Bates		—		—
Logan D. Green		—		—
Bonnie S. Hammer		—		—
Kathleen C. Mitic		—		—
Pierre M. Omidyar		—		—
Paul S. Pressler		108,000		3,762
Robert H. Swan		80,000		2,786
Thomas J. Tierney		202,000		7,034
Perry M. Traquina		108,000		3,762


Name	DSUs Held as of 12/31/16 (#)		Total RSUs Held as of 12/31/16 (#)		Total Options Held as of 12/31/16 (#)
Fred D. Anderson		44,402		8,706		—
Edward W. Barnholt		52,453		8,706		—
Anthony J. Bates		5,810		8,706		—
Logan D. Green		—		—		—
Bonnie S. Hammer		3,711		8,706		—
Kathleen C. Mitic		25,212		8,706		—
Pierre M. Omidyar		—		0		—
Paul S. Pressler		1,128		8,706		—
Robert H. Swan		836		8,706		167,052
Thomas J. Tierney		52,784		12,664		6,014
Perry M. Traquina		6,198		8,706		—


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights			(b) Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights				(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
Equity compensation plans approved by security holders		47,510,126	⁽¹⁾		$	20.7918	⁽²⁾		112,331,467	⁽³⁾
Equity compensation plans not approved by security holders		3,720				—			—
Total⁽⁴⁾		47,513,846			$	20.7918			112,331,467


PROPOSAL		THE BOARD’S VOTING RECOMMENDATION	PAGE REFERENCE (FOR MORE DETAIL)
1.	Election of 12 director nominees named in this Proxy Statement	“FOR” each nominee named in this Proxy Statement	19
2.	Advisory vote to approve named executive officer compensation	“FOR” the approval, on an advisory basis, of the compensation of our named executive officers	28
3.	Advisory vote on the frequency with which the advisory vote to approve named executive officer compensation should be held	“EVERY YEAR” on the frequency of an advisory vote on the compensation of our named executive officers	29
4.	Ratification of appointment of independent auditors	“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2017	30
5.	Stockholder proposal regarding right to act by written consent	“AGAINST” the proposal regarding action by written consent	33