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 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 is a list ofincluding governance provisions that demonstrate eBay’s commitment to transparencyprotect and accountability:
empower stockholders, including:
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✓ Strong Board independence (10 | Special Meetings – Stockholders representing 20% or more of 12 directors are independent)✓ Declassified Board with all members standing for election annually
✓ Majority vote standard for uncontested director elections
✓ Stockholder right toeBay common stock can call a special meeting
stockholders meeting. ✓NEW Stockholder proxy access ✓ Strong stockholder engagement practice
| | ✓ 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
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Our Corporate Governance Guidelines, the charters of our principal Board committees, and 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 will be reflected in the same location on our website. Information contained on our investor relations website is not part of this Proxy Statement.
The rules
Annual Election of The NASDAQ Stock Market 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 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 responsibilities.
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On a quarterly basis, each member of our Board is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under the listing standards of The NASDAQ Stock Market and our Corporate Governance Guidelines, and whether members of our Audit Committee and Compensation Committee satisfy additional Securities and Exchange Commission (“SEC”) and 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
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Our Board has determined that each of the following directors is independent under the listing standards of The NASDAQ Stock Market and under eBay’s Corporate Governance Guidelines:
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 Board limits membership on the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee to independent directors.
Our Corporate Governance Guidelines require any director who has previously been determined to be independent to inform the Chairman 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 status as an independent director to change.
Corporate Governance
| Board of Directors – All directors are elected annually by the stockholders, and Committees |
In accordance with our Bylaws, our Board elects our Chairman of the Board and appoints our CEO. Our Corporate Governance Guidelines require that the roles of Chairman of the Board and CEO be held by separate individuals and require the appointment of a lead independent director if the Chairman of the Board is not an independent director. Mr. Tierney has served as 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.
The Board has three principal committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating 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 on any significant matters discussed by the committee.
stockholders can remove directors with or without cause. | ✓ | Majority Voting for Election of Board of Directors Chairman – We have adopted a majority voting standard for the election of the Board: Thomas J. Tierney (Independent)
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| | | | | | | | directors in uncontested elections. | ✓ | | | | | 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
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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 auditorsProxy Access for Director Nominations – We have adopted a proxy access bylaw provision that allows an eligible stockholder or group of stockholders 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 communicatednominate candidates for election 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.
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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 containedincluded 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.
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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.
| | ballot. | Corporate Governance
and Nominating
Committee✓ | | Four Meetings in 2016Majority 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. | All independent ✓ | | Key ResponsibilitiesNo Stockholder Rights Plan – We do not have a stockholder rights plan (also known as a “poison pill”). | Kathleen C. Mitic (Chair)
Logan D. Green
Paul S. Pressler
Thomas J. Tierney
Perry M. Traquina ✓ | | • Make recommendations toIndependent Board Leadership – We have separated the Board as to the appropriate sizeroles 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 evaluationChair of the Board and management;
• Review correspondence received from stockholders;CEO. The Chair of the Board is an independent director – as are all of the chairs and
• Review our members of the Audit, Compensation, Corporate Governance Guidelinesand Nominating and Risk Committees. When our Board Chair is not independent, we require a Lead Independent Director with robust responsibilities. NEW
| ✓ | Stockholder Engagement – Stockholders can communicate directly with the Board and/or individual directors. (See “Contacting the Board or Individual Directors.”) In addition, management and members of the Board regularly engage with stockholders to solicit their views on an annual basis.important issues such as corporate governance and executive compensation. |
NEW Adopted or modified in recent years in response to stockholder feedback or as part of ongoing assessment of governance best practices.
Table of Contents Corporate Governance / Board Composition and Independence 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’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 expected and desirable, though it does not have term limits. Director Nominations.Nomination Process Ongoing Assessment of Composition and Structure 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 current directors, 11 current directors were added since 2015. Our directors have an average tenure of 5 years and a median tenure of 5 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. Nominating Process 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 otherDirector Selection Principles The Corporate Governance and Nominating Committee considers a number of factors in determining the slate of director nominees for election to the Company’s Board that it recommends to the Board, with each candidate being reviewed 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, characteristics such as gender, race, 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. |
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Table of Contents Board Composition and Independence / Corporate Governance Diversity of Skills and Experience In planning for succession, the Corporate Governance and Nominating Committee considers each candidate relative to the following attributes: 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 committee include the following. + | ✓Technology industry experience | + | Retail and e-commerce industry experience | + | CharacterStrategy experience in either established or growth markets |
+ | ✓Investment and finance experience | + | Leadership experience, including public company governance | + | IntegrityEntrepreneurship |
+ | ✓Transactional experience, including mergers and acquisitions | + | Management experience, including talent and culture development | + | JudgmentProduct, marketing and media experience |
+ | ✓Government and public policy experience | + | Global business experience | + | SkillsSustainable business practices experience |
| ✓ | | 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 activitiesFinancial expertise, including expertise gained as a chief financial officer or other sophisticated experience |
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 desirableFurther Diversity Priorities
In 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 thatexpertise, the Corporate Governance and Nominating Committee should consider diversity (includingconsiders gender, race, age and race), age, international background, and expertisenational origin 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,
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 2021 Annual Meeting of Stockholders should submit their recommendations or nominations to the Corporate Governance and Nominating Committee also takes into account the setin care of guiding principles relating to Board membership described in “Our Corporate Governance Practices — Succession Planning” below. Corporate Governance
You can view our Corporate GovernanceSecretary. Such nominations should be in accordance with the time limitations, procedures, and Nominating Committee Charter onrequirements described under the corporate governanceheading “May I propose actions for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?” in the section of our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm.entitled “Questions and Answers About the Proxy Materials and Our 2020 Annual Meeting.”
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, including: 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“Proxy Access” bylaw provision that allowspermits an eligible stockholder or group of up to 20 stockholders to nominate candidates for election to the Board that areour 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 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.Agreement with Elliott and Starboard On February 28, 2019, we entered into separate agreements (collectively, the “Agreements”) with funds affiliated with Elliott Management Corporation (collectively, “Elliott”) and with Starboard Value LP and its affiliates (collectively, “Starboard”). The Agreements include provisions regarding various matters including, but not limited to, the appointment of directors, procedures for determining replacements for the newly appointed directors, voting commitments, “standstills” restricting certain conduct and activities during the periods specified in each Agreement, non-disparagement and other items that are addressed separately in each Agreement. A description of the Agreements and copies of the Agreements are included in a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2019. Pursuant to the Agreements, Jesse Cohn was appointed to the Board on March 1, 2019, and Matthew Murphy was appointed to the Board on March 15, 2019.
Table of Contents Majority VotingCorporate Governance / Board Composition and Independence On February 28, 2020, we received notice from Starboard regarding its intent to nominate four persons as candidates to stand for Charterelection to the Board at the 2020 Annual Meeting. On April 16, 2020, we and Bylaw Amendments – Our charter and bylaw provisions do notStarboard jointly announced that Starboard withdrew its nomination of director candidates to stand for election at the 2020 Annual Meeting. Director Independence The rules of The Nasdaq Stock Market require listed companies to have supermajority voting provisions. Stockholders can approve binding charter and bylaw amendmentsa board of directors with at least a majority vote. of independent directors. These rules have both objective tests and a subjective test for determining who is an “independent director.”Objective tests | 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 responsibilities. |
On a quarterly basis, each member of our Board is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under the listing standards of The Nasdaq Stock Market and our Corporate Governance Guidelines, and whether members of our Audit Committee and Compensation Committee satisfy additional SEC and Nasdaq independence requirements. No Stockholder Rights Plan – We doOur 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 have a stockholder rights plan (also knownconsider any such transactions, relationships, and arrangements in making its subjective determination. Our Board has determined that 14 of our 15 Directors are Independent. Each of the 14 directors is independent under the listing standards of The Nasdaq Stock Market and under eBay’s Corporate Governance Guidelines. Devin Wenig, who stepped down as President and Chief Executive Officer and as a “poison pill”). Independentmember of the Board Leadership – We have separatedon September 24, 2019, was not an independent director. Jamie Iannone, who joined the roles of ChairmanBoard and became our President and Chief Executive Officer on April 27, 2020, is not an independent director.The Board limits membership on the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee to independent directors. Our Corporate Governance Guidelines require any director who has previously been determined to be independent to inform the 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 status as an independent director to change. 22 | | | / 2020 Proxy Statement |
Table of Contents Board Leadership Structure and Effectiveness / Corporate Governance Board Leadership Structure and Effectiveness Board Leadership In accordance with our bylaws, our Board elects our Chair of the Board and appoints our CEO. The ChairmanOur Corporate Governance Guidelines require that the roles of Chair of the Board and CEO be held by separate individuals and require the appointment of a lead independent director if the Chair of the Board is not an independent director – as are alldirector. The Board believes that the separation of the chairsoffices 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 membersChair of the Board regularly engage with stockholdersand CEO is appropriate at this time as it aids in the Board’s oversight of management and it allows our CEO to solicit their viewsfocus primarily on important issues suchhis management responsibilities. Director Tierney has served as corporate governance and executive compensation.
| Stockholder Engagement on Corporate Governance and Our Executive Compensation Program
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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 overviewChair of the discussions and feedback toBoard since July 2015. Director Tierney will retire from 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 stockholdersBoard on the resultsdate 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 PayPalAnnual Meeting, 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 setdetermined that he will be succeeded as Chair of the Board by Director Pressler.
Committee Structure The Board has four principal committees: the Audit Committee, the Compensation Committee, the Corporate Governance Guidelines to set a framework within whichand Nominating Committee and the Risk Committee. The purpose of the Board will conductcommittees is to help the Board effectively and efficiently fulfill its business. Our Corporate Governance Guidelines are summarized below along with certain otherresponsibilities, but they do not displace the oversight of our governance practices. | Meetings of the Board of Directors and Committees
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Executive Sessions among Independent Directors. At least several timesthe Board as a year,whole. Each committee meets regularly and has a written charter that has been approved by the independent directors meet in executive session. The Chairman leads these discussions.
Outside Advisors.Board. In addition, a member of each committee periodically reports to the Board on any significant matters discussed by the committee. 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.
Board of Directors | Chair of the Board: Thomas J. Tierney (Independent) |
| | | | | | | Board Member Attendance at Annual MeetingAudit Committee Chair: Fred D. Anderson Jr.
All Members Independent | | Compensation Committee Chair: Paul S. Pressler All Members Independent | | Corporate Governance and Nominating Committee Chair: Kathleen C. Mitic All Members Independent | | Risk Committee Chair: Robert H. Swan All Members Independent |
Absent exigent circumstances, allTable of Contents
Corporate Governance / Board members are expected to attend eBay’s annual meetingLeadership Structure and Effectiveness Audit Committee Each member of stockholdersthe Audit Committee is independent in person oraccordance 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 each of Mr. Anderson and Mr. Traquina is an “audit committee financial expert” as defined by telephone or video call. Allthe SEC. In connection with Director Anderson’s retirement, the Board has a succession plan that will result in an additional qualified independent director joining the Audit Committee as of the date of the Annual Meeting. | | | | Members | | | Key Responsibilities | Fred D. Anderson Jr. (Chair) Adriane M. Brown Perry M. Traquina Meetings in 2019: 9 | | | ●Meets with our independent auditors to review the results of the annual audit and to 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, including our system to monitor and manage business risks and our legal and ethical compliance programs ●Considers conflicts of interest and reviews all transactions with related persons involving executive officers or Board members that are reasonably expected to exceed specified thresholds ●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 and risk, and the steps we have taken to detect, monitor, and actively manage such exposures ●Reviews and evaluates the compensation and performance of the Vice President, Internal Audit, reviews and approves the internal audit plan, receives regular reports on internal audit activities and meets directly with the Vice President, Internal Audit without other members of management present | | | | |
You can view our Audit Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents. Compensation Committee The members of our Compensation Committee are all independent in accordance with the rules and regulations of The Nasdaq Stock Market and the Exchange Act and Section 162(m) of the Internal Revenue Code. | | | | Members | | | Key Responsibilities | Paul S. Pressler (Chair) Anthony J. Bates Bonnie S. Hammer Kathleen C. Mitic Thomas J. Tierney Meetings in 2019: 8 | | | ●Reviews and approves the compensation of our CEO and our other executive officers and the overall strategy for employee compensation ●Reviews and approves the 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 ensure that our compensation programs do not incent employees to take unacceptable risk ●Reviews talent management and organizational development strategies with senior leadership (i.e., human capital management) | | | | |
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Table of Contents Board Leadership Structure and Effectiveness / Corporate Governance 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. You can view our Compensation Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/ corporate-governance/governance-documents. Compensation Committee Interlocks and Insider Participation All members of the Compensation Committee during 2019 were independent directors, servingand 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 2019, 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 Board atCompensation Committee or Board. Risk Assessment of Compensation Policies and Practices We have assessed the timecompensation 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 Compensation Committee, which agreed with this conclusion. Corporate Governance and Nominating Committee All members of our last annual meetingCorporate Governance and Nominating Committee are independent under the listing standards of stockholders, which was held in April 2016, attended that meeting. The Nasdaq Stock Market. | | | | Members | | | Key Responsibilities | Kathleen C. Mitic (Chair) Logan D. Green Paul S. Pressler Thomas J. Tierney Perry M. Traquina Meetings in 2019: 3 | | | ●Makes recommendations to the Board as to the appropriate size of the Board and Committee Effectiveness; Director Assessment; Board Educationcommittees ●Reviews the qualifications 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 and philanthropy and sustainability reportingNEW ●Reviews the Company’s political spending and related activities | | | | |
It is important thatThe Corporate Governance and Nominating Committee takes into account 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 evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chairman of the Board leads the Board in its review of the results of the annual self-assessment and takes further action as needed. In addition, the Company provides membership in the National Association of Corporate Directors to all Board members to assist them in remaining current with exemplary board and committee practices and developments in corporate governance.
The Board also has developed a set of guiding principles relating to Board membership. membership described in “Board Composition and Independence.”
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/governance-documents.
Table of Contents Corporate Governance / Board Leadership Structure and Effectiveness Risk CommitteeNEW The Board believes thatRisk Committee was formed in lightSeptember 2018. The Risk Committee Charter requires a majority of the rapidly changing environment in which the Company’s businesses operate, the Board must addcommittee members with highly relevant professional experience. In addition, the Board believes that a certain amount of director turnover is to be expectedindependent under the listing standards of the Nasdaq Stock Market. Currently, all members of our Risk Committee are independent under the Nasdaq Stock Market listing standards. | | | | Members | | | Key Responsibilities | Robert H. Swan (Chair) Anthony J. Bates Adriane M. Brown Diana Farrell Meetings in 2019: 3 | | | ●Oversees the Company’s management of key risks such as information security and regulatory compliance (including privacy, anti-money laundering and foreign assets control), as well as the guidelines, policies and processes for 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 ●Reviews reports from the Company’s Chief Compliance Officer regarding ongoing enhancements to, and overall effectiveness of, the Company’s compliance risk management program | | | | |
You can view our Risk Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents. 26 | | | / 2020 Proxy Statement |
Table of Contents Board Leadership Structure and desirable,Effectiveness / Corporate Governance Board and while it does not have term limits, theCommittee Effectiveness We believe in strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board believes that up to nine to 12 years will generally be the expected time commitment from any individual director. Corporate Governance |accountability. Our Corporate Governance Practices
Guidelines set a framework within which our Board conducts its business and demonstrates our commitment to good governance and our relationship with our stockholders. Principle features of our Corporate Governance Guidelines are summarized below along with certain other of our governance practices. Engaged Independent Oversight | | Incorporation of Feedback | | Board Annual Self-AssessmentIt 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 evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chair of the Corporate Governance and Nominating Committee leads the Board in its review of the results of the annual self-assessment and takes further action as needed. Self-Assessment QuestionnaireProvides director feedback on the Board and each of the Committees as well as each director Results AnalyzedResults of the self-assessment are analyzed and discussed with Corporate Governance and Nominating Committee Individual DiscussionsThe Chair of our Corporate Governance and Nominating Committee engages with individual directors as appropriate Summary of ResultsSummary of Board and Committee self-assessment results provided to full Board Ongoing FeedbackDirectors are encouraged to provide ongoing feedback in addition to the annual self-assessment Feedback IncorporatedPolicies and practices updated as appropriate as a result of the annual self-assessment and ongoing feedback Review of Process Our Corporate Governance and Nominating Committee periodically reviews the self-assessment process | Board Operations ●Robust oversight of corporate strategy ●Executive sessions scheduled for each regular Board meeting ●Director product showcases ●Open access to senior management and information ●Access to third-party advisors ●Frequent informal Board calls ●Substantial opportunity to engage with employees at company-wide events ●Engagement with management outside of Board meetings through working groups and mentorship of Impact team | | Annual Governance Review ●Review and update corporate governance practices in context of Board operations and stakeholder feedback | | Annual Self-Assessment | | | ●Formal Board and committee self-evaluations conducted by independent Chairs ●Feedback incorporated into Board practices Stockholder Outreach ●Regular fall and spring governance outreach with significant stockholders | | | | | | Succession PlanningAccountability to Stockholders
●Proxy access for director candidates nominated by stockholders ●Majority voting standard for uncontested director elections ●Annual director elections ●All directors are expected to attend the Annual Meeting of Stockholders and all attended the 2019 Annual Meeting Governance Principles ●Independent Chair ●Stockownership guidelines for directors ●Prohibition on stock hedging and pledging ●Commitment to strong governance practices and recognition of the importance of strong governance to value creation and risk oversight | | Director Recruitment ●Seek directors with diverse perspectives and expertise relevant to our long-term business strategy ●Emphasis on adding directors with diverse backgrounds to the Board Diverse, Independent Board with Mix of Tenures ●All directors except our CEO are independent ●Board includes two stockholder-recommended directors ●Directors possess wide range of expertise to foster diverse perspectives Director Education ●eBay provides membership in the National Association of Corporate Directors to all directors and sponsors attendance at additional educational programs ●Directors provided access to relevant eBay compliance training | | Governance Practices | | Board Composition | |
Table of Contents Corporate Governance / Board Oversight and Stockholder Engagement Board Oversight and Stockholder Engagement 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 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 e-commerce industry and the regulatory landscape. ● | At least annually, the Board conducts an extensive review of the Company’s long-term strategic plans, its annual operating plan and capital structure. | ● | Throughout the year and at almost every Board meeting, the Board receives information and updates from management and actively engages with senior leaders with respect to the Company’s strategy, including the strategic plans for our businesses and 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 regularly discusses and reviews feedback on strategy from our stockholders and stakeholders. |
Management Succession Planning and Workforce Culture The Board recognizes the importance of effective executive leadership to eBay’s success. We conduct a review process 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 emergency situations. Board Connection to eBay Workforce Culture The Board is intently focused on developing a culture of leadership, development, and excellence at eBay Our workforce culture is linked to eBay’s mission of empowering people and creating economic opportunity for all. This shared purpose has influenced our culture for 24 years and motivates our employees every day. We are rooted in core values of being driven, inventive, courageous, and richly diverse and inclusive, and of delivering our brand. The Board views eBay’s workforce culture as an asset and oversees eBay’s employee engagement and other workforce development programs. Culture & Employee Engagement | | Board Connection | Risk Management Accessibility and Engagement
●CEO is eBay’s Chief Culture Officer and routinely meets with employees ●Regular rhythm of employee “All Hands” meetings with the CEO and senior leaders ●Regular in-person engagement with employees in locations around the world ●Business engagement with ongoing “All About the Biz” sessions with the CEO Learning and Development ●Development culture that encourages employees to take development assignments ●Focus on leadership development through formal programs and leader assessment ●Learning sessions with initiative leaders | | Succession Planning ●Robust succession planning at most senior level Oversight of Development Programs ●People program accomplishment review Engagement with Employees ●Participation in employee “All Hands” meetings ●Breakfasts with top talent below the C-suite |
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Table of Contents Board Oversight and Stockholder Engagement / Corporate Governance 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, includingSustainability Oversight eBay faces economic, financial, legal and regulatory, operational and other risks, such as the impact of competition. Management is responsible forcompetition and sustainability risks, including social, environmental and reputational factors that are integral to the day-to-day managementstrength of the risksour brands. The Board recognizes that our ability to manage risk can influence whether we face, while theachieve 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 Risk Oversight.While the The Board is ultimately responsible foralso influences risk oversight at eBay, the Board has delegated to the Audit Committee the primary responsibility for the oversightmanagement by fostering a corporate culture 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 assessmentintegrity and risk management policies. The Audit Committee reviews with our General Counsel any significant legal,awareness.
| | | | Board of Directors | | | Ultimately responsible for risk oversight and direct oversight of major risks | | | ●CEO succession planning | ●Strategic and competitive | ●Operational planning and execution | | | ●Determines risk oversight responsibilities of its committees | | | |
| | | Risk Committee Assists the Board in its oversight of the Enterprise Risk Management (“ERM”) program for key risks such as information security and regulatory compliance (including privacy, anti-money laundering and foreign assets control). | | Audit Committee Oversight of financial risks facing the Company’s businesses, including credit, market, liquidity and investment policy risk. Oversight of ethics and compliance program and responsibility for review of related party transactions. | | Compensation Committee Promotes appropriate level of risk taking by management through the design and administration of our compensation programs. Oversight of management’s strategies for managing human capital risk. | | Corporate Governance and Nominating Committee Influences culture of the board and tone from the top through Board composition recommendations. Oversight of eBay sustainability initiatives, including eBay Impact. | | | |
| | | | Senior Management | | | Guides programs and reports to Board and committees on strategies and progress | | | ●Promotes a workforce culture of risk awareness | ●Determines with Board appropriate risk tolerances | | | | |
| ERM Program | | Internal Audit | | eBay Impact | | | Under purview of Risk Committee, identifies, assesses, prioritizes and manages our major risk exposures. | | Reporting directly to the Audit Committee, supplies independent assurance of design and effectiveness of risk management. | | With oversight from the Corporate Governance and Nominating Committee, team of key functional leaders implementing policies and programs for responsible business and philanthropy. | | | Business Functions, Operations and Commerce Platforms | | | Our People, Culture and Values | |
Table of Contents Corporate Governance / Board Oversight 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 enterpriseStockholder Engagement Risk Management Our risk management (“ERM”) programframework, including ERM and Impact sustainability programs, is embedded across our core businesses, aligned with oversight of our Company-wide initiative involvingcompany-wide initiatives by the Audit Committee,Board and its committees as illustrated above. Our approach to risk management and other personnel. The ERM framework is designed to identify, assess, prioritize and manage our major risk exposures which could affect our ability to execute on our corporate strategy and fulfill our business objectives. The ERM program is designed toThese programs enable the Audit CommitteeBoard to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review the Company’s risk exposure and risk tolerance, and to elevate certain key risks for oversight at the Board level. Management’s Role in Risk Oversight.Our Vice President, Internal Audit is responsible forManagement collaborates internally, with oversight from the Board, and periodically engages independent advisors to update risk assessments. Key risks encompassed by the ERM program include, without limitation, information security, data privacy, human capital management and regulatory compliance (including privacy, anti-money laundering and foreign assets control). As a result of our internal audit function and our risk governance framework, which includesmost recent sustainability risk assessment, monitoring,eBay’s Impact team focuses its efforts on several key areas, including Economic Opportunity, Diversity & Inclusion, Sustainable Commerce and reporting. The Vice President, Internal Audit reports directly to the Audit Committee,Community Impact.
Our Chief Compliance Officer and the Audit Committee reviews and evaluates the compensation and performanceother members 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’smanagement, as appropriate, periodically 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 coordinates with the executives responsible for such risks through the risk governance process. The Vice President, Internal Audit periodically reviews with the AuditRisk Committee the major risks facing eBay and the steps management has taken to detect, monitor, and actively manage those risks within the agreed risk tolerance. Likewise, the Corporate Governance and Nominating Committee shall receive periodic updates on eBay Impact. The executiveexecutives responsible for managing a particular risk may(in the case of cybersecurity risks, our Chief Technology Officer and Chief Information Security Officer) also report to the Audit CommitteeBoard or its committees, as appropriate, on how the risk is being managed and progress towards agreed mitigation goals. Management works across the organization to help our business groups and functions prioritize risk management as part of the company’s strategy. Through the combination of the ERM program and our Impact sustainability efforts, we believe that our integrated risk management framework appropriately addresses the spectrum of risks facing our businesses, including but not limited to each of the risks identified by the Sustainability Accounting Standards Board as being applicable to companies in our industry. Spotlight on Managed Payment RiskNEW Risk stemming from payments intermediation is an evolving area of focus for eBay, reflecting the complexity and accelerated growth of our managed payments business. Counterparty, regulatory and transaction risks, as well as risks associated with rapidly scaling the business are managed within our ERM program. The Board’s oversight of these risks has included the following activities:
●Board-level discussion of managed payments in the context of strategy, capital allocation and operational planning ●Risk Committee reviews of management’s strategies to detect, monitor and manage managed payments risks, including review and discussion of an independent consultant’s assessment of eBay’s managed payment risk ●Audit Committee discussion of Internal Audit activities focused on managed payments risk |
eBay Impact Our purpose links us to something bigger than ourselves. The good that emerges is impact. 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 website. These efforts fall under the purview of the Corporate Governance and Nominating Committee and each of eBay’s goals is sponsored by a member of the executive leadership team to ensure we prioritize and remain accountable to achieving these targets at the highest levels of our business. For more information please visit our eBay Impact website athttps://www.ebayinc.com/impact/. Diversity & Inclusion Highlights All of our Diversity & Inclusion efforts fall within one or more of our three strategic pillars—our workforce (who and how we hire), workplace (how it feels when you’re here), and marketplace (how we include our buyers and sellers and the communities we’re in). With oversight from the Compensation Committee, we implement strategies designed to hire, grow and keep top talent, enhance corporate performance, and foster a welcoming and inclusive place for employees and customers around the globe. In our most recent Diversity & Inclusion report (for calendar year 2018), we share the results of our third global gender pay equity study, which found that we have 99.8% gender pay equity in the U.S. and 99.7% globally. |
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Table of Contents Board Oversight and Stockholder Engagement / Corporate Governance 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. In the fall, we conduct an additional cycle of stockholder Environmental, Social and Governance (“ESG”) engagement. Following each round of stockholder engagement, we provide an overview of the discussions and feedback to the applicable Board committees, which is also discussed with the Board. How We Engage Board The Chair of the Board and other directors are available for engagement with large stockholders, including participating in joint corporate governance and investor relations meetings. The Board receives feedback from management’s engagement with stockholders through a cadence of management reports throughout the year. | | Outcomes from Stockholder Engagement Stockholder feedback is thoughtfully considered and has led to modifications in our governance practices, executive compensation program and disclosure. Some of the actions we have taken that are informed by stockholder feedback over the last several years include: ●Refreshed Board membership to include investor-recommended nominees ●Instituted eBay’s first-ever dividend program and expanded return of capital through disciplined stock buybacks ●Initiated a strategic portfolio review that resulted in the sale of StubHub and which remains underway ●Conducted review, resulting in a three-year plan for significant margin expansion ●Reorganized our executive leadership team and launched other important strategic and business initiatives ●Reduced the threshold for calling a special meeting from 25 percent to a 20 percent standard ●Adopted a mainstream proxy access bylaw ●Increased already robust stock ownership requirement for chief executive officer ●Committed to enhancing the Board’s oversight of eBay’s political spending governance | | | Investor Relations We provide institutional investors with many opportunities to provide feedback to our Board and management. We participate in: ✓Webcast events ✓One-on-one meetings ✓Investor conferences throughout the year To learn more about our engagement, you may visit our investor relations website athttps://investors.ebayinc.com. | | | | ESG Team We engage with governance representatives of our major stockholders through conference calls that occur during and outside of the proxy season. Members of eBay’s corporate governance, investor relations, sustainability and executive compensation teams discuss, among other matters, company performance, emerging governance practices, the reasons behind a stockholder’s voting decisions at prior meetings, our executive compensation and our sustainable business practices. | |
Table of Contents Corporate Governance / Governance Policies and Practices 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 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. Governance Documents Our Corporate Governance Guidelines, the charters of our principal Board committees, and our Code of Business Conduct can be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents. Any changes in these governance documents will be reflected in the same location on our website. 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 entitled to vote on the proposal. As a result, abstentions and broker non-votes will have no effect on the vote for Proposal 1: Election of Directors. Director Resignation Policy 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 his or her successor is elected and qualified, or until his or her 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. Each 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 election. In additionthe case of an uncontested election, if a nominee who is an Incumbent Director does not receive the required vote for 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 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 Corporate Governance and Nominating Committee will review factors it deems 32 | | | / 2020 Proxy Statement |
Table of Contents Governance Policies and Practices / Corporate Governance 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 period of such director’s stock ownership in the Company, and the director’s contributions to the general oversight responsibility thatCompany. The Corporate Governance and Nominating Committee’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, he or she will not become a member of the Board. All of the director nominees are currently serving on the Board and each director nominee has been delegatedsubmitted an irrevocable resignation of the type described above. 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 base salary as of the date the person is first appointed as an executive officer. Each person who was serving as an executive officer as of June 30, 2016, had his or her guidelines recalculated as of July 1, 2016. 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 directors (except for our CEO) 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 Audit Committee,Board. Thereafter, these guidelines will be recalculated each June 1 (based on the value of each director’s annual retainer payable for that year). Each of our executive officers is required to retain 50% of any shares 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 withholding obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the director until the stock ownership guidelines are met. Our stock ownership guidelines can be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents. The ownership levels of our executive officers and directors as of April 1, 2020 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management.” Hedging and Pledging Policy The Company’s insider trading policy prohibits directors, executive officers, and other committees reviewemployees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the risks within their areasfuture price of responsibilityour securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. The policy also prohibits directors and expertise. For example,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 terms of the clawback were adopted by the Compensation Committee reviewssubject to amendment to comply with the risks associatedSEC rules to be issued in accordance with our compensation policiesthe Dodd-Frank Wall Street Reform and practices and our succession planning process.Consumer Protection Act of 2010, or the Dodd-Frank Act.
Table of Contents Corporate Governance |Our Corporate/ Governance Policies and Practices Risk AssessmentConflicts 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 Audit Committee and the Compensation Committee, bothInterest/Code of which agreed with this conclusion.Business Conduct
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) lodge a complaint about any accounting, internal control, auditing, or other matters of concern.
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 uponon the good judgment, ethical standards, and personal integrity of each director, executive officer, and employee. Our Code of Business Conduct requires that directors, executive officers, and other employees disclose actual or potential conflicts of interest and recuse themselves from related decisions. In order to better protect us and our stockholders, we regularly review our Code of Business Conduct 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 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 Transactions with Directors and Officers” below.Officers.” Stockholders wishingCorporate Hotline We have established a corporate hotline that is operated by a third party and allows any employee to 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 Governanceconfidentially 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 Answersanonymously (where legally permissible) lodge a 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
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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.matters of concern.
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 terms 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
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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.
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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.
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.
Security Ownership of Certain Beneficial Owners and Management
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 | % |
(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.
Certain Transactions with Directors and Officers Certain Transactions with Directors and Officers
Our Audit Committee reviews and approves the Code of Business Conduct, which applies to our directors, officers, and employees and reviews our programs that are designed to ensure compliance with the Code of Business Conduct. 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.cfmcorporate-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 percent5% 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; 34 | | | / 2020 Proxy Statement |
Practices / Corporate Governance 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.
● | 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, 2016,2019, 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.
Table of Contents Proposals Requiring Your Vote |Proposal 1 — ElectionCompensation of Directors
The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding compensation paid to all directors who are not employees of eBay, or any parent, subsidiary or affiliate of eBay, for their Board and committee services. Proposals Requiring Your VoteExcept for Mr. Omidyar, eBay’s founder and member of the Board, 2019 annual compensation to continuing non-employee directors consisted of (a) Company common stock with a grant date value equal to $250,000 or, for a non-employee director serving as the Chair of the Board, $350,000, in each case rounded up to the nearest whole share, granted at the time of the annual meeting and (b) an annual cash retainer 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 to the nearest whole share). The annual retainer is pro-rated in the event that a director serves for a portion of a year.
ProposalDeferred Stock Units (“DSUs”) granted prior to August 1, — Election2013 are payable in Company common stock or cash (at our election) following the termination of Directorsa 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. Since January 1, 2017, RSUs have been granted in lieu of DSUs as compensation for non-employee directors. In the event of a change in control of eBay, any equity awards granted to our non-employee directors will accelerate and become fully vested and exercisable.
The following table sets forth annual retainers paid to our non-employee directors who serve as Chair of the Board; the Chairs of the Audit, Compensation, Corporate Governance and Nominating, and Risk Committees; and the 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 | | 2019 Annual Retainer | All Independent Directors | | $ | 80,000 | Board Chair | | $ | 100,000 | Lead Independent Director (if applicable) | | $ | 25,000 | Committee Chairs | | | | Audit | | $ | 25,000 | Compensation | | $ | 15,000 | Corporate Governance & Nominating | | $ | 15,000 | Risk | | $ | 15,000 | Committee Members | | | | Audit | | $ | 18,000 | Compensation | | $ | 15,000 | Corporate Governance & Nominating | | $ | 10,000 | Risk | | $ | 10,000 |
| | | | | 36 | | Proposal Snapshot
| / 2020 Proxy Statement |
Table of Contents 2019 Director Compensation Table / Compensation of Directors 2019 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, 2019. Name (a) | | Fees Earned or Paid in Cash ($)(b) | | Stock Awards ($)(c)(1) | | Option Awards ($)(d) | | All Other Compensation ($)(e) | | Total ($)(f) | Fred D. Anderson Jr. | | 123,000 | | 250,000 | | — | | — | | 373,000 | Anthony J. Bates | | 102,500 | | 250,000 | | — | | — | | 352,500 | Adriane M. Brown | | 105,500 | | 250,000 | | — | | — | | 355,500 | Jesse A. Cohn | | 43,820 | | 250,000 | | — | | — | | 293,820 | Diana Farrell | | 87,500 | | 250,000 | | — | | — | | 337,500 | Logan D. Green | | 90,000 | | 250,000 | | — | | — | | 340,000 | Bonnie S. Hammer | | 95,000 | | 250,000 | | — | | — | | 345,000 | Kathleen C. Mitic | | 120,000 | | 250,000 | | — | | — | | 370,000 | Matthew J. Murphy | | 46,772 | | 250,000 | | — | | — | | 296,772 | Pierre M. Omidyar | | — | | — | | — | | 28,034 | | 28,034 | Paul S. Pressler | | 120,000 | | 250,000 | | — | | — | | 370,000 | Robert H. Swan | | 98,750 | | 250,000 | | — | | — | | 348,750 | Thomas J. Tierney | | 205,000 | | 350,000 | | — | | — | | 555,000 | Perry M. Traquina | | 108,000 | | 250,000 | | — | | — | | 358,000 |
| | | | | | | (1) | What is being voted on. ElectionIn connection with the non-employee director’s service to the Company, the non-employee director was granted RSUs. The number of 12 directors named in this Proxy StatementRSUs granted represents the quotient of (A) $250,000 (and $100,000 with respect to our Boardthe additional award to hold office until our 2018 Annual Meeting of Stockholders.
Board recommendation. The Board recommends a voteFOR eachMr. Tierney, the non-employee director serving as Chair of the named nominees.
Board) divided by (B) the Company’s closing stock price on the date of grant, rounded up to the nearest whole RSU. 100% of the RSUs 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. |
At the Annual Meeting, 12 directors will be elected to serve 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 the listing standards of The NASDAQ Stock Market.Fees Earned or Paid in Cash (Column (b))
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 of the Board and each of the nominees has been elected previously by the stockholders except Logan D. Green, who joined the Board in June 2016. Mr. Green was recommended as a nominee by the Chair of our Corporate Governance and Nominating Committee and our CEO. Each of the nominees has consented to serving as a nominee and being named as a nominee 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 thatamounts reported in the event of an uncontested election,Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee director shall be elected by the affirmative vote of a majority of the votes castin 2019, which includes 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”) failsfollowing directors elected to receive the required numbershares in lieu of votes for re-election in accordance with our Bylaws in an uncontested election, under Delaware law the Incumbentcash.
Name | | Fees Forgone ($) | | Shares Received (#) | Jesse A. Cohn | | 40,000 | | 1,055 | Paul S. Pressler | | 120,000 | | 3,251 | Robert H. Swan | | 98,750 | | 2,662 | Thomas J. Tierney | | 205,000 | | 5,551 | Perry M. Traquina | | 108,000 | | 2,925 |
Table of Contents Compensation of Directors / 2019 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 resignationCompensation Table Stock Awards (Column (c)) The amounts reported in the eventStock Awards column reflect the director fails to receiveaggregate grant date fair value of RSUs granted in 2019. The grant date fair value of each RSU was calculated using the required vote to be re-elected, as described above. Eachfair 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 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 ofgrant. Each non-employee director (other than Mr. Omidyar) providing 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 filing with the SEC. If a nominee who was not already serving as a director fails to receivethrough May 30, 2019, the required votes to be elected at thedate of our 2019 Annual Meeting, he or she will not becomewas granted 6,872 RSUs with a membervalue of $250,000 on such date (or, in the case of Mr. Tierney, our Chair of the Board. AllBoard, 9,621 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 ongrant 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
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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 interestsfirst 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 that occurs after the grant date.As of December 31, 2019, each individual who served as a non-employee director during 2019 held the aggregate numbers of DSUs and RSUs as set forth below. There were no outstanding options held by non-employee directors as of December 31, 2019. Name | | DSUs Held as of 12/31/19 (#) | | Total RSUs Held as of 12/31/19 (#) | Fred D. Anderson Jr. | | 44,402 | | 6,872 | Anthony J. Bates | | 5,810 | | 6,872 | Adriane M. Brown | | 0 | | 6,872 | Jesse A. Cohn | | 0 | | 6,872 | Diana Farrell | | 0 | | 6,872 | Logan D. Green | | 0 | | 6,872 | Bonnie S. Hammer | | 3,711 | | 6,872 | Kathleen C. Mitic | | 25,212 | | 6,872 | Matthew J. Murphy | | 0 | | 6,872 | Paul S. Pressler | | 1,128 | | 6,872 | Robert H. Swan | | 836 | | 6,872 | Thomas J. Tierney | | 52,784 | | 9,621 | Perry M. Traquina | | 6,198 | | 6,872 |
All Other Compensation (Column (e)) The amount reported in order to carry out the responsibilitiesAll Other Compensation column for Mr. Omidyar consists of a director. In addressing the overall compositionthat portion of the Board, characteristics such as diversity (including gender, race and age), international background, and expertise should be considered.
The Board should be composedpremiums paid by eBay for health insurance coverage for the benefit 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 each ofMr. Omidyar. Other than this benefit, the director nominees against the factors and principles eBay usesCompany provides no other reportable compensation or benefits 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 our directors attended at least 75% of the aggregate of all of our Board meetings 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 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.
Proposals Requiring Your Vote |Proposal 1 — Election of Directors
non-employee directors. | Nominees for Election for a One-Year Term Expiring at Our 2017 Annual Meeting38
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| | | | | 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. / 2020 Proxy Statement |
Proposals Requiring Your Vote |Proposal 1 — ElectionTable of DirectorsContents
Audit Matters | | | | | Edward W. Barnholt, 73Proposal 2
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.
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| | | | | 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.
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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.
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| | | | | 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.
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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.
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| | | | | 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.
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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.
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| | | | | 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.
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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.
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| | | | | 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.
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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.
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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
| | | | | | | | | What is being voted on. Advisory vote to approve named executive officer compensation.
Board recommendation.The Board recommends a voteFOR Proposal 2.
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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 this 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
| | | | | | | | | 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.
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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 — Ratification of Appointment of Independent Auditors
Proposal 4 — Ratification of Appointment of Independent Auditors
| | | | | | | Proposal Snapshot
| | | | | | | | | What is being voted on.Ratification of appointmentAppointment of independent auditors.
Board recommendation.Independent Auditors The Board and the Audit Committee recommend a voteFOR Proposal 4.
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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, 2017.2020. PwC has auditedserved as our historical consolidated financial statements for all annual periodsauditors 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 Bylawsbylaws 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 FeesCommittee recommend a vote FORthis proposal. |
Table of Contents Audit Matters / Audit and Other Professional Fees Audit and Other Professional Fees During the fiscal years ended December 31, 20162018 and December 31, 2015,2019, 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 | |
| | Year Ended December 31, | | | 2019 | | 2018 | Audit Fees | | $ | 14,722 | | $ | 8,850 | Audit-Related Fees | | | — | | | 1,436 | Tax Fees | | | 2,450 | | | 1,100 | All Other Fees(1) | | | 596 | | | 478 | Total | | $ | 17,768 | | $ | 11,864 |
| | (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 20152018 and 2016,2019, includes approximately $0.5$0.4 million and $0.4$0.5 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. |
“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, for attestation services related to compliance with the Sarbanes-Oxley Act of 2002, and services rendered in connection with securities offerings. “Audit-Related Fees” consist of fees incurred for due diligence procedures in connection with acquisitions and divestitures and consultation 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. 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
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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. 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 2018 and 2019 and our policy on pre-approval of non-audit services are described above. 40 | Audit Committee Report
| | / 2020 Proxy Statement |
Table of Contents Audit Committee Report / Audit Matters Audit Committee Report We constitute the Audit Committee of the Board. The 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: 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.
● | 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, and these functions are not intended to replace or duplicate the activities of management or the independent auditors. Management has primary responsibility for preparing the financial statements and designing and assessing the effectiveness of internal control over financial reporting. Management and the internal auditing departmentaudit function 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, areis 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) (“PCAOB”) 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 (“GAAP”) 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 20162019 and in early 2017,2020, in connection with the preparation of eBay’s Annual Report on Form 10-K for the year ended December 31, 2016,2019, and in fulfillment of our oversight responsibilities, we did the following, among other things: 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;
● | 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 senior management; | ● | Conferred with PwC and 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 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 used, all alternative treatments of financial information within GAAP that were 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. |
Table of Contents Audit Matters / Audit Committee as representatives of the stockholders; Report 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 were 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 2016.2019. Throughout the year, we conferred with PwC, eBay’s internal audit team,function, and senior management in separate executive sessions to discuss any matters that the Audit Committee, PwC, the internal audit team,function, 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 the matters required to be discussed by the statement on Auditing Standards No. 16 (Communication with Audit Committees).applicable requirements of the PCAOB and the SEC. The Audit Committee has also received the written disclosures and thea letter from PwC required by the applicable Public Company Accounting Oversight BoardPCAOB requirements for independent accountant communications with audit committees concerning auditor independence, and 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 the Audit Committee, and any relationships they may have with eBay that might affect their independence from eBay, the Board determined that each member of the Audit Committee meets the independence requirements of The NASDAQNasdaq 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 and Mr. Traquina each 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 athttps://investors.ebayinc.com/corporate-governance.cfm.corporate-governance/governance-documents/. Any future changes in the Audit Committee charter or key practicesCharter will also be reflected on the website. Based on ourthe reviews and discussions described above, we recommended to the Board, and the Board approved, the inclusion of the audited financial statements in eBay’s Annual Report on Form 10-K for the year ended December 31, 2016,2019, which eBay filed with the SEC on February 6, 2017.January 31, 2020. We have also approved the appointment of PwC as our independent auditors for the fiscal year ending December 31, 2017.2020. AUDIT COMMITTEE
Audit Committee | | | | | Fred D. Anderson | Adriane M. Brown | Perry M. Traquina |
42 | | | | | Fred D. Anderson | | Paul S. Pressler | | Perry M. Traquina/ 2020 Proxy Statement |
Proposals Requiring Your Vote |Table of ContentsProposal 5 — Stockholder Proposal regarding Right to Act by Written Consent
Proposal 5 — Stockholder Proposal regarding Right to Act by Written Consent
| | | | | | | 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.
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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]
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| eBay’s Statement of Opposition
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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.
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.
Majority Voting for Election of Board of Directors – eBay has adopted a majority voting standard for the election of directors in uncontested elections.
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.
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.
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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 27, 2020. | | | | | | | | | NameJamie Iannone
| | AgeAge:47
| | | PositionPosition: | | Biography | Devin N. Wenig
| | | 50 | | | President and Chief Executive Officer | | Biography Mr. Wenig’sIannone’s biography is set forth under the heading “Proposal 1 – Election“Board of Directors,”Directors” above. |
Andy Cring Age:50 Position:Interim Chief Financial Officer | Stephen Fisher
| | | 52 | | | Biography Mr. Cring has served eBay as Interim Chief Financial Officer since September 2019. Prior to that, he was eBay’s Vice President, Global Financial Planning, beginning in 2013. Before joining eBay, Mr. Cring was Senior Vice President Chief Technology Officer | | Mr. Fisher serves eBay as Senior Vice President, Chief Technology Officer. He has servedfor Global Financial Planning and Analysis at Yahoo! for three years and was in that capacity since July 2015. He joined eBay in September 2014 as Senior Vice President, Chief Technology Officer, eBay Marketplaces. Prior to joining eBay, Mr. Fisher spent 10 yearsthe Finance group at Salesforce.com, an enterprise cloud computing company, most recently as its Executive Vice President, Technology.
Mr. Fisher currently serves on the Board of Directors of Vonage Holdings Corp. and Safeguard Scientifics, Inc.General Electric for 16 years.
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Marie Oh Huber | | | 55 | | | Age:58 Position:Senior Vice President, Legal Affairs, General Counsel and Secretary | | Biography Ms. Huber serves eBay as Senior Vice President, Legal Affairs, 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, developmenttechnology and manufacturinglife sciences company, most recently as Senior Vice President, General Counsel and Secretary. Prior to Agilent, she spent ten years at Hewlett-Packard Company in various positions. |
Harry A. Lawton
| | | 42 | | | Wendy E. Jones Age:54 Position:Senior Vice President, North AmericaGlobal Customer Experience and Operations | | Mr. LawtonBiography Ms. Jones serves eBay as Senior Vice President, North America. HeGlobal Customer Experience & Operations. She joined eBay in May 2015.2003 as Vice President, Customer Service for North America and Australia. She has held various other leadership roles at eBay over the years. Prior to joining eBay, Mr. Lawton spent 10 yearsMs. Jones worked at Home Depot, a home improvement retail company, most recently as State Street Bank, Land Rover NA, and for iSKY, Inc., in various leadership roles.
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Table of Contents Our Executive Officers Jae Hyun Lee Age:56 Position:Senior Vice President, of Merchandising. Mr. Lawton currently serves on the Board of Directors of Buffalo Wild Wings.International
| Jae Hyun Lee
| | | 52 | | | Senior Vice President, Asia Pacific | | Biography Mr. Lee serves eBay as Senior Vice President, eBay Asia Pacific.International, leading eBay’s core Marketplaces’ international business outside the UK, Germany, France, Italy and Spain. He has served in that capacity since July 2015. He joinedJanuary 2020. Prior to this position, he served as General Manager, eBay in May 2002 and has held a number of executive roles, most recently asMarkets, beginning February 2019; Senior Vice President, eBay MarketplacesEMEA, beginning August 2017; and Senior Vice President, Asia Pacific, from March 2007 to July 2015.leading that region for 12 years. Prior to joining eBay, Mr. Lee was CEO of Korea Thrunet Co. Ltd, a NASDAQ-listed broadband Internet service company and spent almost eight years at Boston Consulting Group with various roles all over the world. |
Raymond J. Pittman
| | | 47 | | | Pete Thompson Age:51 Position:Senior Vice President, Chief Product Officer | | Biography Mr. Pittman servesThompson has served eBay as Senior Vice President Chief Product Officer. He has served in that capacity since July 2015. He joined eBay in November 2013 as Senior Vice President,and Chief Product Officer eBay Marketplaces.since August 2019. Before that, he was Vice President for Alexa Voice Services at Amazon from October 2017. Prior to joining eBay,that, 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 | | | SeniorThompson was Executive Vice President Finance and Chief FinancialOperating Officer | | Mr. Schenkel serves eBay as Senior at TiVo from September 2016 and Vice President Finance and Chief Financial Officer. He has served in that capacity since July 2015. He has been with eBay since March 2007 and has held a number of executive roles, most recently as Senior Vice President, Finance and Chief Financial Officer for eBay Marketplaces– Product at Sonos, Inc. 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. ToddSonos, he spent twomore than 9 years at Reardon Commerce, a company focused on online consumer and commerce, as it Chief Product Officer and four years at Google leading Product Management for Travel and other advertising and analytical areas.Microsoft in various positions. |
Kristin Yetto | | | 50 | | | Age:53 Position:Senior Vice President, Chief People Officer | | Biography Ms. Yetto serves eBay 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 Senior Vice President of Human Resources for eBay Marketplaces from March 2010 until July 2015. Prior to joining eBay, Ms. Yetto served atas an HR Business Partner at Palm. Before Palm, Ms. Yetto was a Director of Global Services for Seagate Technology. |
Message from the Compensation Committee
| Message from 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.
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Table of Contents Executive Compensation Proposal 3 | | | | | | | Edward W. Barnholt
| | Anthony J. Bates
| | Bonnie S. Hammer
| | Kathleen C. Mitic
| | Thomas J. Tierney Advisory Vote to Approve Named Executive Officer Compensation |
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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, |Executive Summarycompensation 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 reviewCompensation Committee of the Company’s compensation philosophy andBoard is committed to an executive compensation program for 2016 to determine whether they continued to be properlythat is aligned with our business goals, culture, and importantly, stockholder interests. FollowingWe 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 generally has three 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 vest based on our achievement of specified financial performance goals over a two-year performance period. Under our annual cash incentive plan, 75% of each named executive officer’s bonus payout for 2019 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, and there is a reduced payout for individual performance if Company performance is below target. We also granted time-based restricted stock units, the value of which depends on the performance of the Company’s stock. In addition, from time to time to respond to extraordinary circumstances, we may use one-time grants and supplemental payments – for example, with our monthly performance bonuses for Messrs. Schenkel and Cring in connection with their interim roles.
Table of Contents Executive Compensation 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, particularly in light of our annual evaluation of, and periodic refinements to, the program. 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 review,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 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2019 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 2021 Annual Meeting. The Board recommends a voteFORthis proposal. |
46 | | | / 2020 Proxy Statement |
Table of Contents Message from the Compensation Committee / Executive Compensation Message from the Compensation Committee Dear eBay Stockholder, 2019 was a year of evolution as eBay focused on investments in our core Marketplace to improve the customer experience and position the Company for growth. We introduced several initiatives, including an operating review that resulted in a three-year plan to drive margin improvement and a strategic review of our portfolio of assets, which resulted in the 2020 sale of the StubHub business. We continued to make progress on growth initiatives of managed payments and advertising, including the acceleration of managed payments in the U.S. and Germany, along with a focus on our first-party advertising business. We also saw growth in our Classifieds business, particularly as the business furthered its verticalization strategy in automotive. 2019 Performance In 2019, we took actions to promote the Company’s long-term success. These actions provide optimism that the Company made progress which was reflected in an above-target annual incentive award payout in respect of 2019. However, we recognize that performance over the last two years fell short of expectations. Our long-term incentive plans held leaders accountable for this performance with below-target payouts of the performance-based restricted stock units for the 2018-2019 performance cycle. Accordingly, we believe our compensation program is aligned with our pay-for-performance philosophy and continues to contain the right mix of short and long-term incentives to drive performance during 2020 and beyond. Continued Stockholder Engagement While the Company continues to evolve, our core values remain constant. We welcome diversity of thoughts, backgrounds, ideas and opinions because we believe our shared purpose benefits from a multiplicity of viewpoints. This includes our solicitation of feedback from our stockholders through regular engagement efforts and outreach initiatives. We routinely discuss our strategy for executive compensation and address current trends and issues related to compensation. In 2019, consistent with our commitment to stockholder input and as we have consistently done for many years, the Company held conversations with investors during which we discussed our executive compensation program and their feedback on that program, among other matters. The compensation program for our executives reflects our careful consideration of this feedback, and our view that the compensation appropriately recognizes our executives’ performance. Leadership Transition We believe strong leadership is an important element of success, particularly as eBay positions itself for growth. In fall 2019, the Board began a comprehensive search for a new Chief Executive Officer. During the CEO remained committedsearch, certain compensation decisions were made to place tenured leaders in new roles, particularly the appointments of Scott Schenkel and Andrew Cring to the interim CEO and CFO roles, respectively. Other executive compensation decisions were related to hiring a new Chief Product Officer to simplify the Marketplace shopping experience and recognizing the importance of the core leadership team in delivering on the portfolio and operating reviews. In April 2020, the Board appointed Jamie Iannone, an experienced leader with a proven track record of innovation, execution, and operational excellence, as the Company’s next CEO. Now, in the year of our existing executive25th anniversary, we are excited that Jamie will lead eBay in its next chapter. eBay exists to empower people and create economic opportunity. This shared purpose continues to drive our culture and motivates our employees every day. In this time of change, we are counting on our people to be driven, inventive, courageous, diverse and inclusive, and to deliver an authentic eBay experience. We welcome your input on our 2019 compensation program, which is designeddescribed in the following pages. | | | | | Paul S. Pressler | Anthony J. Bates | Bonnie S. Hammer | Kathleen C. Mitic | Thomas J. Tierney |
Table of Contents Executive Compensation / Compensation Discussion & Analysis Compensation Discussion & Analysis This Compensation Discussion and Analysis describes the compensation of our “named executive officers” (“NEOs”) for 2019: | | | Scott Schenkel | Andrew Cring | Jae Hyun Lee | Interim Chief Executive Officer (“Interim CEO”)(1) | Interim Chief Financial Officer (“Interim CFO”)(2) | Senior Vice President, International(3) | | | | | | | Pete Thompson | Kristin Yetto | | Senior Vice President, Chief Product Officer(4) | Senior Vice President, Chief People Officer(5) | |
(1) | Mr. Schenkel served as Senior Vice President, Finance and Chief Financial Officer for a majority of the year. Effective as of September 24, 2019, in connection with Mr. Wenig’s departure as CEO, Mr. Schenkel served as the Interim CEO until Mr. Iannone’s appointment on April 27, 2020 as CEO. Effective as of April 27, 2020, Mr. Schenkel assumed the role of Senior Advisor for a transition period commencing on April 27, 2020. His employment will terminate upon the conclusion of such transition period which is expected to end on June 19, 2020. Mr. Wenig is also a named executive officer due to his status as the CEO during a portion of 2019. | (2) | Mr. Cring served as Vice President, Global Financial Planning and Analysis for the majority of the year. Effective as of September 24, 2019, in connection with Mr. Schenkel’s appointment to Interim CEO, Mr. Cring has served as the Interim CFO. In this position, Mr. Cring leads all aspects of eBay’s finance, analytics, and information technology functions – including controllership, financial planning and analysis, tax, treasury, audit, mergers and acquisitions, and investor relations. | (3) | Mr. Lee served as Senior Vice President, General Manager, Markets until January 2020 when he was named Senior Vice President, International. In this role, Mr. Lee is responsible for leading eBay’s core Marketplaces’ international business outside the UK, Germany, France, Italy and Spain.He oversees a diverse portfolio of businesses: off-platform businesses in Korea, Japan and Turkey; our fourth largest on-platform business, in Australia; cross-border trade out of Greater China; and 180+ unsited markets in Asia, Latin America, Eastern Europe, the Middle East and Africa. | (4) | Mr. Thompson was hired in 2019 as Senior Vice President, Chief Product Officer. In this position, Mr. Thompson leads eBay’s product experience, where he is focused on making the shopping journey simple, personalized and discovery-based, while providing the enhanced tools and insights that help eBay sellers succeed. | (5) | Since 2015, Ms. Yetto serves as Senior Vice President, Chief People Officer. In this position, Ms. Yetto is responsible for all aspects of human resources across eBay, including business performance, talent development and acquisition, learning and development, compensation, benefits, HR shared services, and people tools and technologies. |
Executive Summary Within our executive compensation program, we strive to align with our business goals and culture, serves the long-term interests of our stockholders and is highly performance based.our executives. We also believe in creating incentives that reflect our pay-for-performance drivenphilosophy, both in periods of success and during years where 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. In support of this philosophy, our NEOs received payouts for the 2018-2019 PBRSU cycle that paid out below target while receiving annual cash incentive payouts that paid above target due to progress of strategic initiatives in 2019 that resulted in the Company exceeding the revenue threshold and net income target. The Compensation Committee also reviewed and approved the target value of equity awards, target annual cash incentive award, and salary for our NEOs based on a number of factors, including, but not limited to, performance of the NEO’s business unit or function and organizational excellence such as driving innovation. Out-of-Cycle Compensation Decisions Generally, the Compensation Committee limits the use of out-of-cycle compensation for executive compensation program ensures thatofficers to extraordinary circumstances only. In 2019, we took action to ensure a seamless leadership transition and provided incentives for leaders to execute initiatives relating to our executives’ compensation is tied to delivering results that supportportfolio and operational strategic plans. Specifically, with the Company’s business strategydeparture of Mr. Wenig and objectives. the 48 | Our Compensation Program
| | / 2020 Proxy Statement |
Table of Contents Compensation Discussion & Analysis / Executive Compensation Board appointments of Mr. Schenkel to the Interim CEO role and Mr. Cring to the Interim CFO role, we implemented a special pay structure in the form of monthly performance bonuses designed to align Mr. Schenkel’s and Mr. Cring’s cash compensation to their interim roles. We also provided one-time equity grants to Mr. Schenkel and Mr. Cring in recognition of the increased responsibilities inherent to their new roles. In addition, Ms. Yetto’s vital work as the leader of the People function in the portfolio and operating initiatives was also recognized by a one-time equity grant. We view these out-of-cycle incentives as consistent with our core compensation philosophy, including our commitment to linking compensation to demonstrable performance achievements, and for Mr. Schenkel and Mr. Cring, tailored to the interim nature of these roles. 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 ✓ | 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 elements of pay for our executive officers: long-term (1) equity compensation,
awards, both restricted stock unit (“RSU”) and performance-based restricted stock unit (“PBRSU”) grants under the eBay Inc. 2008 Equity Incentive Award Plan, (2) an annual cash incentive,bonus program under the eBay Incentive Plan (“eIP”); and (3) base salary. How We Paid Our CEO The following graphics illustrate the predominance of equity incentives and performance-based components in our executive compensation program. Mr. Schenkel (Interim CEO) 2019 Pay Mix* | 2019 Compensation (USD$ in thousands) | Base Salary | 750 | Interim CEO Performance Bonus | 375 | Annual Bonus (eIP) | 968 | Equity Awards | 15,516 |
* | Pay mix information includes three primary components of 2019 compensation. See the Summary Compensation Table for information about “All Other Compensation.” | ** | Interim CEO Monthly Performance Bonus granted to Mr. Schenkel in connection with his assumption of Interim CEO responsibilities and is intended to align cash compensation with the new role. |
OurTable of Contents
Executive Compensation / Compensation Discussion & Analysis Incentive Compensation Correlates to Performance In 2019, we continued to compensate 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 useusing 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.vehicles. Our incentive compensation is dependent ontied to financial targets that the Compensation Committee believes correlate with operating performance over one- and multi-year performance periods (and, in the case of certain performance bonuses to Messrs. Schenkel and Cring, monthly periods over their interim service) and long-term stock performance.
In recognition of the importance of our strategic decision to improve customer experience by intermediating payments on our Marketplace platform, we continued the adjustment of the PBRSU Program for the 2019-2020 PBRSU cycle to tie our senior executives’ compensation to the degree of achievement of Payments intermediation through the use of a Payments achievement modifier component to the design. Plan | Performance Metrics | Compensation Committee Rationale | Annual Cash Incentive (“eIP”) | ●FX-neutral revenue (threshold) ●Non-GAAP net income ●Individual performance | ●A minimum revenue threshold must be met before any incentive is paid ●Non-GAAP net income is directly affected by management decisions and provides the most widely followed measure of financial performance | PBRSUs | ●FX-neutral revenue ●Non-GAAP operating margin dollars ●ROIC Modifier ●Payments Modifier (for ‘18/’19 & ‘19/’20 cycles only) | ●Key drivers of our long-term success and stockholder value, and directly affected by management decisions ●Incentivizes profitable growth and efficient use of capital ●Incentivizes achievement of establishment and acceleration of payments intermediation |
2019 Annual Cash Incentive Goals and Plan Performance (“eIP”) The following graphs show the goals and results achieved for the 2019 performance period: | | Threshold | | Target | | Maximum | FX-neutral Revenue ($ billions) | | | Non-GAAP Net Income ($ billions) | | |
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Compensation Discussion & Analysis / Executive Compensation 2018-2019 PBRSU Goals and Analysis |PerformanceExecutive Summary The following chart showsgraphs show the breakdown of 2016 compensationgoals and results achieved for the 2018-2019 performance period: Say-on-Pay Results and Stockholder Engagement In 2019, our CEO, Devin Wenig, and illustrates the predominance of equity incentives and performance-based components instockholders once again overwhelmingly approved our executive compensation program through the “say-on-pay” vote, with approximately 90% of the votes cast in favor. This is consistent with the high stockholder support our executive compensation program received in both 2018 and 2017, each time with approximately 93% of the votes cast in favor of the program. DEVIN WENIG
| Our 2016 Company Performance
|
As discussed above,We regularly review the Company’s compensation philosophy and executive compensation program to assess whether they continue 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 program is highly performance-based,philosophy and executive compensation program. In 2019, we engaged with payouts for elements understockholders regarding a variety of topics, including compensation. After conducting this review and considering the program dependent on meeting financial targets over one- and multi-year performance periods. For 2016, we selected financial metrics and targets that the Compensation Committee believes incentivize our management team to achieve our strategic objectives and drivefeedback received during the Company’s financial performance and long-term stock performance, including FX-neutral revenue, non-GAAP operating margin dollars, return on invested capital and non-GAAP net income.
In 2016,regular engagement with stockholders, we made great progress against 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 experiencedetermined 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 compensation program.philosophy, compensation objectives, and overall program continue to be appropriate. The Compensation Committee determined for 2019 that the elements of our executive compensation program should remain in place.
2015-2016 Performance-Based Restricted Stock Unit
2020 Compensation Updates In 2020, as a result of our most recent program evaluation and in consideration of the appointment of our new CEO, we are introducing a new performance-based award, specifically for Mr. Iannone. This award of performance stock units (“PBRSU”TSR PSUs”) ProgramAwards were earned at 126% of targetrewards Mr. Iannone based on Company performance:performance goals relating to eBay’s total shareholder return relative to that of the S&P 500 index over two- and three-year performance periods. We believe the TSR PSUs directly align a portion of Mr. Iannone’s long-term incentive compensation to the creation of stockholder return.
We are also making a change to our PBRSU program. Beginning with the 2020-2021 PBRSU cycle, we removed the Payments component to the modifiers that determine payout of the PBRSUs. This Payments modifier was designed to reward growth on the payment intermediation system. Now that the Payments initiative has launched, we believe that there is no need to retain the Payments modifier as continued growth related to this business will be reflected in the other performance metrics. During a period of evolution, including leadership transitions, our compensation plans provided flexibility to make decisions to address these changes. Accordingly, our Board of Directors, including the Compensation Committee, remain committed to the programs. However, consistent with best practices, we will continue to evaluate plan designs annually to determine whether any adjustments should be made. | | | | | Foreign-exchange neutral
(FX-neutral) revenue ($ billions) | www.ebayinc.com | Non-GAAP operating margin
dollars ($ billions) | | Return on Invested Capital (%)
Modifier51 | | | | | | | | |
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Executive Compensation / 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)Our Compensation Practices
| | 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 alignAlign executive compensation with the interests of our stockholders •● Emphasize pay-for-performance alignment•Pay-for-performance emphasized Deliver a majority
●Majority of total compensation opportunity throughcomprises performance-based compensation: PBRSUs and annual cash incentives •● Set meaningfulEquity/cash compensation ratio significantly favors equity
●Meaningful stock ownership requirements for executive officers ✓We avoidAvoid excessive risk-taking •● Maintain aRobust clawback policy•● Use multipleMultiple performance measures, caps on incentive payments, and overlapping two-year performance periods for PBRSU awards✓We adhereAdhere to compensation best practices •● Retain an independentCompensation benchmarked at or around the 50th percentile of peer group
●Independent compensation consultant for the Compensation Committeeengaged •● Prohibit hedging and pledging transactions by executive officers and directors• Provide only limitedLimited perquisites tofor executive officers that are not available to all employees
| |
×✗Tax gross-ups for change in control benefits
×✗Automatic “single trigger”“single-trigger” acceleration of equity awards upon a change in control
×✗Repricing or buyout of underwater stock options without stockholder approval✗Hedging and pledging transactions |
40
Compensation Discussion and Analysis |Introduction
Introduction This Compensation Discussion and Analysis is presented as follows: ➊ | Elements of Our Executive Compensation ProgramProgramsprovides a description of our executive compensation practices, programs, and processes. |
➋ | 2019 NEO Target Compensationdiscusses how we use the elements of compensation program to achieve our target pay mix. | | 2019 Compensation Decisions for 2016explains executive compensation decisions made for 2016.our executive officers for 2019. |
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 Compensationdiscusses 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 Clawbacksdiscusses the Company’s severance and change in control plans and other arrangements with executive officers. |
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 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 approvedTo achieve 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.
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Table of Contents Compensation Discussion and& Analysis |Elements of Our / Executive Compensation Program | Elements of Our Executive Compensation Program |
The Compensation Dashboard belowfollowing chart provides a snapshotsummary of the key elements of our 20162019 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
program. | | | | | | | | | Short-Term Incentives | | Long-Term IncentivesCompensation Elements | | Benefits | CashPerformance Metrics | | EquityPerformance and Vesting Periods | | Rationale |
| | Base Salary | | ●Assessment and Target Positioning Strategy | | ●N/A | | ●Rewards executives’ current contributions to the Company ●Reflects the scope of executives’ roles and responsibilities | | | Annual Cash Incentive Awards | | Threshold company performance measures: •●FX-neutral revenue (threshold)
●Non-GAAP net income (threshold) If BOTH thresholds are met, then payout based on ●Total non-GAAP net income (75%) ●Individual performance (25%) | | ●Annual | | ●Aligns executive compensation with annual Company and individual performance ●Motivates executives to enhance annual results | | | Equity Incentive Awards | | Time-based RSUs: ●Time-based vesting only PBRSUs: ●FX-neutral revenue ●Non-GAAP operating margin dollars ●Return on invested capital (modifier) ●Payments (modifier) | | Time-based RSUs: ●Quarterly vesting over a four-year period subject to continued employment PBRSUs: ●For CEO and CFO: 100% PBRSU awards granted will vest more than 14 months following the end of the applicable two-year performance. ●For other NEOs: One-half of the PBRSUs vest in March following the end of the applicable performance period, and the other half of the award vests in March of the following year, more than 14 months following the completion of the performance period. | | ●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
| | |
Table of Contents Executive Compensation / Compensation Discussion & Analysis 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, in the case of certain monthly performance bonuses to Messrs. Schenkel and Cring, during their interim service) and individual contributions to the Company. Our executive officers were also were eligible to participate in our broad-based retirement savings (which includereceive a 401(k) program opencomprehensive set of benefits: ● | Health and welfare benefits plans; | ● | Employee stock purchase plan; | ● | Limited use of the corporate airplane (CEO and CFO only; with reimbursement required by the CFO and voluntarily provided by the CEO). Both Mr. Schenkel and Mr. Cring are authorized to use the corporate airplane in their Interim CEO and CFO positions, respectively, subject to the same principles described in the preceding sentence. | ● | 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); and | ● | Certain other limited perquisites. |
We provide certain executive officers with limited perquisites and other personal benefits not available to all employees in the United Statesthat we believe are reasonable and an unmatched deferredconsistent with our overall compensation program availableand philosophy. These benefits are provided to vice presidentsenable the Company to attract and above inretain these executive officers. We periodically review the United States) and benefit programs and received limited perquisites. Compensation Discussion and Analysis |Elementslevels of Our Executive Compensation Program
Beginning in 2016, we decidedthese benefits provided to increase the weight of PBRSUs and eliminate stock options from the mix of equity for our executive officers.
For 2016, onceThe Compensation Committee encouraged Mr. Wenig (and Mr. Schenkel in the valueinterim CEO position) to use the corporate airplane for personal travel to reduce possible security concerns where relevant. Prior to his appointment to interim CEO and in his CFO role, Mr. Schenkel’s access to the corporate airplane was limited to 20 hours of personal use, subject to Mr. Schenkel fully reimbursing the annual equity incentive awards has been setCompany 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.
| 2019 NEO Target Compensation |
When making compensation decisions for our NEOs, the Compensation Committee evaluated each individual based on his or her 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 officer, the formula used to allocate the annual equity awards is as follows: compensation program, holding leadership accountable for Company performance.
Incentive Compensation
AnnualLong-Term Equity Awards: ValueAwards . 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 2016,2019, 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
equity compensation practices for comparable technology companies that are included in proprietary third-party surveys.
● | equity compensation practices of technology companies in our peer group, as disclosed in their public filings (see page 77 for our 2019 peer group), and | ● | 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. 54 | | | / 2020 Proxy Statement |
Table of Contents Compensation Discussion & Analysis / Executive Compensation 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. 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. Annual Cash Incentive. 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, and periodically adjust incentive opportunities to the extent necessary where our practices are inconsistent with such market data. Base Salary Assessment and Target Positioning Strategy. We review market data annually and approve each executive officer’s base salary for the year. Increases, if any, generally become effective on or around April 1st 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 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. Determining 2019 Target Annual Compensation for our CEO Mr. Schenkel, Interim CEO At Mr. Schenkel’s appointment as the Interim CEO, the Compensation Committee focused on incentivizing Mr. Schenkel for leading the Company during this transition while remaining committed to the philosophy of tying compensation to Company performance. In determining Mr. Schenkel’s compensation as the Interim CEO, the Compensation Committee determined that a monthly performance bonus was appropriate in order to bring his cash compensation in line with that of the CEO position. Prior to his appointment, Mr. Schenkel’s salary was determined at a level appropriate for his role as the CFO in accordance with the methodology described below for NEOs other than the CEO. The Compensation Committee also determined that supplemental 2019-2020 PBRSU and RSU grants were necessary and appropriate to further compensate Mr. Schenkel for the additional responsibilities of the CEO position. Mr. Wenig, Former CEO In 2019, the Compensation Committee sought to link Mr. Wenig’s compensation with the sustainable long-term performance of the Company. The Compensation Committee considered many factors in setting the various components of Mr. Wenig’s compensation, including factors such as execution against long-term strategic plans and innovation and execution across eBay’s platforms. The Compensation Committee reviewed and approved the salary, target annual cash incentive award, and value of equity awards for Mr. Wenig considering available market data as well as Company and individual performance.
Table of Contents Executive Compensation / Compensation Discussion & Analysis Name | | 2019 Base Salary | | Year- Over-Year Change for Base Salary ($) | | 2019 Target Annual Cash Incentive Award | | Year-Over- Year Change for Target Annual Cash Incentive Award ($) | | 2019 Target Value of Equity Awards ($) | | Year-Over- Year Change for Target Value of Equity Awards ($) | Mr. Schenkel | | $ | 750,000 | (1) | | No Change | | 100% | | No Change | | $ | 13,460,000 | (2) | | 73% | Mr. Wenig | | $ | 1,000,000 | | | No Change | | 200% | | No Change | | $ | 10,850,000 | | | -30% |
| | (1) | The amount does not include monthly performance bonuses. | (2) | The amount includes a special grant of RSUs in the amount of $4,000,000 and a special grant of PBRSUs in the amount of $4,000,000 in recognition of the additional responsibilities of the Interim CEO position. |
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 those set forth below. In evaluating performance against these factors, the Compensation Committee 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 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 approved a salary increase for Ms. Yetto in order to remain competitive with current market conditions. The Compensation Committee determined that the other NEOs’ target annual cash incentive awards 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 annual equity awards based on delivery against business metrics, financial targets and Company-level leadership. The Compensation Committee limits the use of special equity-relatedout-of-cycle compensation for executive officers to extraordinary circumstances only. In 2016, noneaddition to the annual awards and the supplemental grant to Mr. Schenkel described above, two of our NEOs, Mr. Cring and Ms. Yetto, received additional equity grants. Mr. Cring received an RSU grant related to the additional responsibilities of his Interim CFO role. Ms. Yetto received a 2019-2020 PBRSU grant and an RSU grant to recognize the critical nature of her role as Chief People Officer in the portfolio and operational review initiatives. 56 | | | / 2020 Proxy Statement |
Table of Contents Compensation Discussion & Analysis / Executive Compensation The following table shows the compensation arrangements for our other NEOs: Name | | 2019 Base Salary | | Year- Over-Year Change for Base Salary ($) | | 2019 Target Annual Cash Incentive Award | | Year-Over- Year Change for Target Annual Cash Incentive Award ($) | | 2019 Target Value of Equity Awards ($) | | Year-Over- Year Change for Target Value of Equity Awards ($) | Mr. Cring | | $ | 440,000 | (1) | | N/A | (2) | | 55 | % | | N/A | (2) | | $ | 4,400,000 | (3) | | N/A | (2) | Mr. Lee | | $ | 675,000 | (4) | | No Change | | | 75 | % | | No Change | | | $ | 4,250,000 | (5) | | -15% | | Mr. Thompson | | $ | 625,000 | | | N/A | (6) | | 65 | % | | N/A | (4) | | $ | 8,000,000 | (7)(5) | | N/A | (4) | Ms. Yetto | | $ | 675,000 | | | N/A | (8) | | 75 | % | | N/A | (7) | | $ | 6,150,000 | (5)(9) | | N/A | (7) |
| | (1) | Does not include monthly performance bonuses. | (2) | Mr. Cring was not an NEO for fiscal year 2018. | (3) | Reflects 100% RSUs since Mr. Cring is not eligible for the PBRSU program due to his position as a VP. The amount also includes a special grant of RSUs in the amount of $3,000,000 in recognition of the additional responsibilities of the Interim CFO position. | (4) | Mr. Lee’s base salary is reported in U.S. dollars on an FX-neutral basis. | (5) | 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, 2020 and the remaining 50% of the achieved portion of the award will vest on March 15, 2021. | (6) | Mr. Thompson was hired in July 2019 and therefore was not an NEO for fiscal year 2018. | (7) | Mr. Thompson received a new hire grant of $1,600,000 in RSUs and $2,400,000 in PBRSUs in accordance with the Company’s 2019 allocation of 60% PBRSUs and 40% RSUs. Mr. Thompson also received a supplemental grant of RSUs in the amount of $4,000,000. | (8) | Ms. Yetto was not an NEO for fiscal year 2018. | (9) | In addition to the annual focal equity award, on October 15, 2019, Ms. Yetto received a special grant of PBRSUs for the 2019-2020 performance period in the amount of $1,500,000 and a special grant of RSUs in the amount of $1,500,000. |
| 2019 Incentive Compensation Decisions |
Our executive compensation program is highly performance-based, with payouts under the program dependent on meeting financial and operational targets over designated performance periods. For 2019, we selected financial metrics and targets that the Compensation Committee 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, payment intermediation usage and non-GAAP net income. As mentioned above, we made one-time equity grants to Mr. Schenkel and Mr. Cring in recognition of the increased responsibilities inherent to their new roles. On October 15, 2019, Mr. Schenkel received grants of $4,000,000 in RSUs vesting over four years on a quarterly basis and a grant of $4,000,000 in PBRSUs for the 2019-2020 performance period. On October 15, 2019, Mr. Cring received a grant of $3,000,000 in RSUs vesting over four years on a quarterly basis. In addition, we made a one-time grant to recognize the critical nature of Ms. Yetto’s role as Chief People Officer in the portfolio and operational review initiatives. On October 15, 2019, Ms. Yetto received a grant of PBRSUs for the 2019-2020 performance period in the amount of $1,500,000 and a grant of RSUs in the amount of $1,500,000 vesting over four years on a quarterly basis.
Table of Contents Executive Compensation / Compensation Discussion & Analysis 2019 Long-Term Equity Incentive Awards In 2019, our NEOs received equity-related compensation beyondas part of the Company’s standard annual equity award. In general, the formula used to allocate the annual equity awards is as follows: PBRSU Program
Plan Design and Performance Periods.The PBRSU Program is a key component of the annual equity compensation for each executive officer. At the beginning of each performance period, executive officers receive PBRSU grants that are subject to performance- and time-based vesting requirements.
Compensation DiscussionPerformance Period and Analysis |VestingElements of Our Executive Compensation Program
Each PBRSU cycle has a two-year performance period. The performance goals for each cycle are approved by the Compensation Committee at the beginning of the performance period. Each executive officer is awarded a target number of shares subject to the PBRSU award at the beginning of the performance period.
If the Company’s actual performance exceeds or falls short of the target performance goals, the actual number of shares subject to the PBRSU award will be increased or decreased formulaically. Under the PBRSU program, under which PBRSUs are awarded to executives at the level of Senior Vice President and above, 100% of any PBRSU awards granted to ourthe CEO and CFO will vest, if at all, more than 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 fullat least three years of stock price volatility before the shares vest. For all executive officersSVPs other than the CEO and CFO, one-half of the PBRSUs vest in March following the end of the applicable performance period, and the other half of the award vests in March of the following year, more than one full year14 months following the completion of the performance period. The Compensation Committee believes that the post-performance periodpost-performance-period vesting feature of the PBRSUs provides an important mechanism that helps to retain executive officers and align their interests with long-term stockholder value. PBRSU Timeline | | * | Mr. Cring is not eligible for the PBRSU program due to his position as a VP. |
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Table of Contents
Compensation Discussion & Analysis / Executive Compensation Performance Measures and Rationale.Rationale As discussed above, the number of shares subject to a target PBRSU award are adjusted based on whether the Company’s actual performance exceeds or falls short of the target performance goals for the applicable performance period. Compensation Discussion and Analysis |Elements of Our Executive Compensation Program
The following table outlines the performance measures for the 2015-20162018-2019 and 2016-20172019-2020 performance periods and the rationale for their selection: selection. Performance Measures | | | Performance Measures
| | FX-neutral revenue(1) Non-GAAP operating margin dollars(2) Return on invested capital (modifier) Payments (modifier)(3) | Rationale | | The Compensation Committee 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 leaders are accountable for driving profitable growth, and making appropriate tradeoffs between investments that increase operating expense and future growth in revenue. The return on invested capital modifier is used to hold leaders accountable for the efficient use of capital. Beginning with the 2018-2019 PBRSU cycle, we added a Payments component to the modifier element of the PBRSU Program design. This Payments modifier was used to incentivize the senior leadership team to work cross-functionally on a critical growth initiative and profit driver that impacts multiple areas of the business. Given the importance of the success of the Payments initiative to the Company’s success generally, as well as the priority placed on this initiative in the Company’s operational strategy for 2018 and 2019, our Compensation Committee determined that payout of PBRSUs for the 2018-2019 cycle should be subject to achievement in growing the use of our intermediation platform, as well as our existing Company financial performance metrics. The Payments modifier was also included for the 2019-2020 PBRSU cycle, but has been removed from the 2020-2021 PBRSU calculation as we believe, given the success and growth of the platform, that the other metrics will now accurately capture the performance of the Payments business. | Targets | | The two-year performance targets are generally set in a manner consistent with the current year budget and multi-year strategic plan. 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. |
| | (1) | Calculated on a fixed foreign exchange basis (referred to as FX-neutral).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, separation expenses, and certain one-time gains, losses and/or expenses. | (3) | Applicable only to the 2018-2019 and 2019-2020 PBRSU cycles. Measures performance based on market launch thresholds and then percentage of intermediated GMV. |
Table of Contents Executive Compensation / Compensation Discussion & Analysis Calculation Mechanics 2018-2019 and 2019-2020 PBRSU Cycles*. Shares that vest under the 2018-2019 and 2019-2020 PBRSU awards reflect the potential impact of the Payments modifier. The shares that vest will be 0% to 340% of the initial grant for the 2018-2019 performance period and 0% to 330% for the 2019-2020 performance period, based on eBay’s FX-neutral revenue, non-GAAP operating margin dollars (each weighted 50%), and return on invested capital and Payments modifiers, with the calculation as set forth below: FX-neutral revenue Payout % | + | Non-GAAP operating $ margin Payout % | × | ROIC Modifier and Payments Modifier Payout % | = | Total Payout % | | | | | | | | | | | Total Payout % | × | Target Shares Awarded | = | Total Shares Earned (subject to additional vesting periods) | | | | | | | |
2018-2019 Cycle: | | 2019-2020 Cycle: | March 15, 2020 50% vesting for all NEOs except CEO and CFO | | March 15, 2021 100% vesting for CEO and CFO; 50% vesting for all other NEOs | | March 15, 2021 50% vesting for all NEOs except CEO and CFO | | March 15, 2022 100% vesting for CEO and CFO; 50% vesting for all other NEOs |
| | * | Mr. Cring is not eligible for the PBRSU program due to his position as a VP. |
Plan Mechanics and Targets. The two-year performance targets are generally set in a manner consistent with the current year budget and multi-year strategic plan. To receive any shares subject to 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. 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 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)acquisitions or unusual or extraordinary corporate transactions, events, or developments) and the Compensation Committee may apply negative discretion to reduce the
Compensation Discussion and Analysis |Elements of Our Executive Compensation Program
payout levels of the awards. 2018-2019 PBRSU Cycle Performance and Shares that vestEarned The following graphs show the goals and results achieved for the 2018-2019 performance period: | | Threshold | | Target | | Maximum | Foreign-exchange neutral (FX-neutral) revenue ($ billions) | | | Non-GAAP operating margin dollars ($ billions) | | | Return on Invested Capital (%) Modifier | | | Payments Modifier | | |
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Table of Contents Compensation Discussion & Analysis / Executive Compensation FX-neutral revenue Payout % 32.5% (65%*.5) | + | Non-GAAP operating $ margin Payout % 27.5% (55%*.5) | × | ROIC Modifier and Payments Modifier Payout % 144% | = | Total Payout % 86% |
For the 2018-2019 performance period, actual awards under the PBRSU Program could range from 0% to 340% of the target awards. Based on the Company’s financial performance during the 2018-2019 performance period, the actual PBRSU awards are 0% to 240%were 86% of target and our NEOs received the initial grant, based on eBay’s FX-neutral revenue, non-GAAP operating margin dollars, and return on invested capitalfollowing awards: | | | Total Payout % | × | Target Shares Awarded | = | Total Shares Earned (subject to additional vesting periods) | | | | | | | |
Name | | Percentage of Target | | Target Shares | | Shares Awarded for 2018-2019 Performance Cycle | | Vesting Schedule | Mr. Schenkel | | 86% | | 108,124 | | 92,987 | | 100% on March 15, 2021 | Mr. Cring* | | N/A | | N/A | | N/A | | N/A | Mr. Lee | | 86% | | 69,310 | | 59,607 | | 50% on March 15, 2020; 50% on March 15, 2021 | Mr. Thompson** | | N/A | | N/A | | N/A | | N/A | Ms. Yetto | | 86% | | 62,379 | | 53,646 | | 50% on March 15, 2020; 50% on March 15, 2021 | Mr. Wenig*** | | N/A | | 231,114 | | N/A | | N/A |
* | Mr. Cring is not eligible for our PBRSU program due to his position as VP. | ** | Mr. Thompson was hired in July 2019 and therefore, did not participate in the 2018-2019 PBRSU cycle. | *** | In accordance with the terms of the Mr. Wenig’s Letter Agreement dated September 29, 2014, his 2018-2019 PBRSU award was deemed earned prior to his separation date assuming achievement of target performance during the 2018-2019 performance period, and as such 231,114 shares were made payable to him in a cash lump sum, using certain value assumptions. |
Mr. Cring is not eligible for the two-year performance period. PBRSU program due to his position as a VP.
Time-basedTime-Based RSUs
As discussed above, each Each executive officer receives a portion of his or her annual equity award as a grant of RSUs that vest on a quarterly basis 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 on the first anniversary of the date of grant and the remainder vest on the quarterly schedule. This changevesting schedule is aligned with the current market practices of many companies in our peer grouppractice and will helphelps enable the Company to remain competitive in attracting talent.
www.ebayinc.com | Annual Cash Incentive Awards (the eBay Incentive Plan (eIP))61
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Table of Contents Executive Compensation / Compensation Discussion & Analysis 2019 Annual Cash Incentive Awards (the eBay Incentive Plan) Plan Design and Performance Period. The eBay Incentive Plan (“eIP”) is a broad-based short-term cash incentive plan. The Compensation Committee has set an annual performance period under the plan. In the first quarter of the year, the Compensation Committee approves Company performance measures based on business criteria and target levels of performance. After the end of each year, the Compensation Committee approves the actual performance against the Company financial performance measures to determine the payout percentage for that portion of the annual cash incentive plan. Performance Measures and Rationale The following table provides information on the Company performance measures set in 2019 and rationale for their selection: Performance Measures(1) | | Rationale | | Target | Company financial performance measure | FX-neutral revenue (threshold) | | The Compensation Committee 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 net income goal. | | Targets are set based primarily on the Company’s Board-approved budget for the year. | Non-GAAP net income(2) | | Non-GAAP net income is the 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 widely followed measure of financial performance. | | Targets are set based primarily on the Company’s Board-approved budget for the year. | Individual measure | Individual performance | | The Compensation Committee 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. | | ●CEO’s assessment of the individual performance of the executive officers who are his direct reports. ●In making its determination of the individual performance of each executive officer, the Compensation Committee does not give any specific weighting to individual goals. ●A downward modifier to individual performance is applied if the Company fails to achieve target performance, regardless of individual goal achievement. |
(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 Company performance or individual performance, with the payout level for Company financial performance component 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 the Company’s 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. |
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Table of Contents Compensation Discussion & Analysis / Executive Compensation Calculation Mechanics The plan is designed to support a tight link between Company performance and any incentive payouts. The annual cash incentives payable for 20162019 had both a FX-neutral revenue threshold and a non-GAAP net income minimum performance threshold. Unless both of these minimum performance thresholds are met, there is no incentive payout. If both minimum performance thresholds are met, the Company uses total non-GAAP net income to determine the payout percentage of the Company financial performance component of the annual cash incentive. The following table shows the threshold, target, and maximum payout percentage for non-GAAP net income: | | Threshold | | Target | | Maximum | Non-GAAP net income | | |
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 generally 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. InConsistent with our commitment to aligning executive compensation with Company performance, in circumstances (such as 2018) where the Company’s financial performance is above its minimum performance threshold butand 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 In 2019, the FX-neutral revenue threshold and a non-GAAP net income minimum performance threshold but totalwere met. The non-GAAP net income was 90% of theexceeded 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 maximumresulting in a payout for both the Company financial performance and the individual performance components of the annual incentive plan is 200% of target. 122%.Compensation Discussion and Analysis |Individual PerformanceElements of Our Executive Compensation Program
Performance Measures and Rationale. The following table provides information on the Company performance measures set in 2016 and rationale for their selection:
| | | Performance Measures(1)
| | Rationale | Company financial performance measure
| | | FX-neutral revenue (threshold)
| | The Compensation Committee 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 net income goal. | Non-GAAP net income(2)
| | Non-GAAP net income is the 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 widely followed measure of financial performance. | Individual measure
| | | Individual performance
| | The Compensation Committee 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) | 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 Company performance or individual performance, with the payout level for Company financial performance component 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 the Company’s Board-approved budget 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 to determine the payout percentage for that portion of the annual cash incentive plan. With respect to individual performance, our CEO presents the Compensation Committee 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 reviews his assessments and payout recommendations and makes a subjective determination of the level of individual performance and payouts for each of those executive officers. In addition, the Compensation Committee (with input from the ChairmanChair 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 does not give any specific weighting to individual goals.
Assessment and Target Positioning Strategy. We review market data and approve each executive officer’s base salary for the year. Increases generally become effective on or around April 1st 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.
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 In addition, as described above, when the Company fails to attract and retain these executive officers. We periodically review the levels of these benefits provided to our executive officers.
Mr. Wenig and Mr. Schenkel have access to the corporate airplane for up to 50 hours and 20 hours of personal use, respectively, subject to Mr. Wenig 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,achieve target performance, the Compensation Committee evaluated each individual based on his or her leadership, competencies, innovation, 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 beganapplies a downward modifier 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
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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 against these factors, the Compensation Committee assigned no specific weighting to these factors and it evaluated individual performance regardless of individual goal achievement in order to take a more holistic manner.
Providing leadership and visionapproach 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 2016assessing performance.
The Compensation Committee also reviewed2019 Performance 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 diversity in the workforce and 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. |
| Payouts
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
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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.
2015-2016 PBRSU Award
The following graphs show the goals and results achieved for the 2015-20162019 performance period: | | | | | Foreign-exchange neutral
(FX-neutral) revenue ($ billions)Threshold | | Non-GAAP operating margin
dollars ($ billions)Target | | Return on Invested Capital (%)
ModifierMaximum | FX-neutral Revenue ($ billions) | | | Non-GAAP Net Income ($ billions) | | | | |
Table of Contents Executive Compensation / Compensation Discussion & Analysis The performance goals for the 2015-20162019 performance period 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
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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 20162019 based primarily on the Company’s budget for the year. The performance goal for FX-neutral revenue is a minimum revenue threshold that must be met for the annual cash incentive payment to be paid based on actual results in relation to the Non-GAAPnon-GAAP net income performance goals. The target for Non-GAAP net income for 2016 was 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.
In early 2017,2020, 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 cash incentive plan, the Compensation 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 results. The Compensation Committee determined that it was appropriate to adjust non-GAAP net income to remove the impact of incremental interest expense from the Company’s 2016 offering of institutionalfor certain unanticipated legal changes, portfolio review advisor costs, higher and retail bonds and to eliminate the gain realized from de-designation of certain foreign exchange hedges relatedaccelerated capital returns, which, on a net basis, resulted in an upward adjustment to the realignmentnet income achievement. The Company financial performance component was paid at 122% of our legal structure in 2016.target for participants at or above the director level, including all NEOs. In addition, theThe Compensation Committee reviewed Mr. Wenig’sSchenkel’s performance for the purpose of determining the individual portion of his 20162019 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 positioningfactors listed above when assessing Mr. Schenkel’s individual performance. Mr. Schenkel’s individual component of the core eBay business, StubHub and Classifieds. As a result, the individual performance component of Mr. Wenig’s annual cash incentive award was established at 150% of target, and histarget. Mr. Schenkel’s total earned annual incentive award for 20162019, including the Company financial component and the individual component, was 121.5%129% of target.
Compensation Discussion and Analysis |Severance and Change In Control Arrangements with Executive Officers and Clawbacks
The payout level underFor the annual cash incentive plan could range from 0%-200% of target. The Company performance component (75%) ofother NEOs, 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 recommended by Mr. Schenkel based on his assessment of each NEO’s individualperson’s performance scoreusing the factors described above, and was reviewed and approved by the Compensation Committee. The total earned annual incentive award as a percentage for 20162019 for each of our NEOs werewas paid at between 105.3%113% and 121.5%129% of target as follows:
Name | | Annual Cash Incentive Target as Percentage of Base Salary | | Annual Cash Incentive Award for 2019 | | Company Performance Payout % | | Performance Payout as % of Target | Mr. Schenkel | | 100% | | $ | 967,500 | | | 122% | | 129% | Mr. Cring | | 55% | | $ | 312,180 | | | 122% | | 129% | Mr. Lee | | 75% | | $ | 567,864 | | | 122% | | 113% | Mr. Thompson | | 65% | | $ | 182,031 | | | 122% | | 117% | Ms. Yetto | | 75% | | $ | 616,781 | | | 122% | | 129% | Mr. Wenig | | 200% | | $ | 1,819,192 | * | | 122% | | 117% |
* | In accordance with Mr. Wenig’s letter agreement dated September 29, 2014, his eIP payout was based on the actual performance of the Company for the full year (and did not take into account any individual performance factors), but prorated for the time that he was employed during 2019. |
| Further Considerations for Setting Executive Compensation |
| | | | | | | | | | | 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 | |
Role of Consultants in Compensation Decisions
➍ SeverancePay Governance LLC (“Pay Governance”) serves as the Compensation Committee’s independent compensation consultant. It provides the Compensation Committee with advice and Change In Control Arrangements with Executive Officersresources to help the Compensation Committee assess the effectiveness of the Company’s executive compensation strategy and Clawbacksprograms. 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. OurAs part 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), and with 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 2019, Pay Governance provided a
64 | | | / 2020 Proxy Statement |
Table of Contents Compensation Discussion & Analysis / Executive Compensation 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 Committee with respect to the leadership transition. 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 creatingproprietary 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 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. |
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 Compensation Committee evaluates the Company’s peer group on an annual basis. The peer group consisted of the following companies for 2019: Adobe Inc. | | Expedia Group, Inc. | | PayPal Holdings, Inc. | Alphabet Inc. | | Facebook, Inc. | | salesforce.com, Inc. | Amazon.com, Inc. | | Intel Corporation | | Symantec Corporation | Booking Holdings Inc. | | Intuit Inc. | | Twitter, Inc. | Cisco Systems, Inc. | | Microsoft Corporation | | | Electronic Arts Inc. | | Netflix, Inc. | | |
Table of Contents Executive Compensation / Compensation Discussion & Analysis | Severance and Change in Control Arrangements with Executive Officers and Clawbacks |
The objective of our severance and change in control arrangements described below wasis to provide fair and reasonable severance that wouldwill 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 advanceMr. Wenig separated from the Company on September 24, 2019, and was paid severance pursuant to a separation agreement between him and the Company dated September 24, 2019 and the letter agreement between Mr. Wenig and the Company dated September 29, 2014 (collectively, the “Wenig Separation Arrangements”). Pursuant to the Wenig Separation Arrangements, in exchange for Mr. Wenig’s execution and non-revocation of a release of claims in favor of the Spin-OffCompany, Mr. Wenig became entitled to severance payments. For more information about the Wenig Separation Arrangements, please see the Executive Compensation Tables included.
Jamie Iannone was appointed CEO effective April 27, 2020 as disclosed in our Current Report on Form 8-K filed with the SEC on April 13, 2020. The details of PayPalhis appointment are included therein. Severance Arrangements Outside a Change in 2015, we adopted the eBay Inc.Control The Company’s SVP and Above Standard Severance Plan (“SVP and Summary Plan Description (theAbove Severance Plan” or “Standard Severance Plan”) and the eBay Inc. Change, which covers each officer employed as a senior vice president or 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 tomore 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
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The Company’s Standard Severance Planposition, 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. FisherThompson and Mr. PittmanLee participate in the SVP and Above Severance Plan. Since Mr. Cring is at the VP level, he is eligible to participate in the Company’s VP Standard Severance Plan.Plan (“VP Severance Plan”), which also provides severance protection outside of a change in control period. Under the VP Severance Plan, if a participant is terminated without cause and signs and does not revoke a waiver of claims against the Company, then he is entitled to a lump sum payment of one-half of target cash incentive (i.e., one-half of annual salary and one-half of target eIP payment) and an amount equal to 4 months of COBRA coverage. In addition, the participant would also receive a prorated eIP payment based on actual Company performance and target individual performance for the year in which the termination occurs and one-half of the value of the equity that would have vested in the 12 month period after the termination date (as if the participant had remained employed).
Mr. Wenig, Mr. Schenkel and Mr. LawtonMs. Yetto do not participate in the StandardSVP and Above Severance Plan. Mr. WenigSchenkel and Mr. SchenkelMs. Yetto entered into offer letters with the Company in 2014 and 2015, respectively, in connection with their appointmentappointments to their current roles at the Company, which providedleadership team after the separation of PayPal Holdings, Inc. Each offer letter provides for certain severance arrangementsbenefits if they are respectively terminatedthere is a termination without cause or resignresignation for good reason not in connection with a change in control, and sign and do not revoke a waiver of claims againstif 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 heapplicable executive signs and does not revoke a waiver of claims against the Company.
Under the terms of Mr. Lee’s offer letter entered into in connection with his appointment to his role of Senior Vice President, General Manager, Markets (which is still effective in his new role as SVP, International), Mr. Lee is entitled to receive a separation payment in the event he voluntarily terminates his employment with the Company. This separation payment is intended to replicate benefits offered under a retirement program in which Mr. Lee formerly participated when he was employed with the Company in Korea. The benefit is equal to three times his average monthly salary multiplied by his years of service since January 1, 2013. Should the Company terminate Mr. Lee’s employment for reason other than cause, Mr. Lee is entitled to benefits under the Standard Severance Plan. Mr. Lee’s offer letter also includes any non-competition restrictive covenant for 12-months post termination of employment. Please see the “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” section for further information regarding the Company’s Standard Severance Plan, including amounts received by Mr. Wenig in connection with his departure, and the treatment of awards upon qualifying termination events or a change in control.66 | | | / 2020 Proxy Statement |
Table of Contents Compensation Discussion and& Analysis |Severance and Change In Control Arrangements with/ Executive Officers and ClawbacksCompensation The following charttable 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 (except Mr. Cring) would receive if terminated outside of a change in control. | | | | | | | | | | | SVP and Above Severance Plan Participants | | Standard Severance Plan
ParticipantsMr. Schenkel and Ms. Yetto | Cash Elements | | Mr. Wenig andSeverance
Mr. Schenkel
| | Mr. Lawton | Cash
Elements
| | Severance | | 1x salary and 1x target cash incentive award | | 2x salary and 2x targetbonus | | For Mr. Schenkel, 2x salary and 2x cash incentive award | | 1-1.5x For Ms. Yetto, 1x salary and1-1.5x target 1x cash incentive award(1) | eIP | eIP | | Prorated payment for year in which termination occurs(2)(1) | | Health Premium | | 2x theThe cost of 1224 months of health insurance coverage | | No payment | | No payment | Make-Good Payment | Make Good Award | | Payment of any unpaid cash “make good” awards | | n/a | | Same as Plan | EquityElements | | | Equity
Elements
| | Options and RSUs(2) | | 100% acceleration of awards that would have otherwise vested within 12 months of termination date(3) | PBRSUs(2) | 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,Ms. Yetto, 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 Individualindividual performance element. |
(3)(2) | For Mr. Wenig,Schenkel and Ms. Yetto and the participants in the SVP and Above Severance Plan, he/she would receive a lump sum amount equal to the dividend equivalents that have already accrued and would have vested in connection with applicable shares. In addition, Mr. Schenkel and Ms. Yetto would receive an amount equal to dividend equivalents that have not yet accrued, but would have accrued for the next 12 months, notwithstanding the termination. | (3) | For Mr. Lawton,Schenkel and Ms. Yetto, the Company shall pay cash based on the value of the shares that would have vested in lieu of accelerated vesting. Pursuant to their offer letters, Mr. Schenkel and Ms. Yetto’s outstanding PBRSUs would be treated as vested at the time of termination. 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
Severance Arrangements in connection with a Change in Control |
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 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 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. FisherCring, Mr. Thompson, and Mr. PittmanLee participate in the Change in Control Severance Plan. Mr. Wenig, Mr. Schenkel and Mr. LawtonMs. Yetto do not participate in the Change in Control Severance Plan. Mr. WenigSchenkel and Mr. SchenkelMs. Yetto entered into offer letters with the Company in 2014 and 2015, respectively, in connection with their appointmentappointments to their current roles at the Company, which provided for change in control arrangements if they are respectively terminated without cause or resign for good reason in connection with a change in Compensation Discussion and Analysis |Severance and Change In Control Arrangements with Executive Officers and Clawbacks
control, and sign and do not revoke a waiver of claims againstleadership team after the Company. Mr. Lawton, who was hired a few months before the Spin-Offseparation of PayPal does not participate in the Change in Control Severance Plan because hisHoldings, Inc. Each offer letter provided change in control arrangementsprovides for certain severance benefits if hethe individual is terminated without cause or resigns for good reason in connection withthe ninety days preceding or the twenty-four months following, a change in control, and signs and does not revoke a waiver of claims against the Company.
Table of Contents Executive Compensation / Compensation Discussion & Analysis The following charttable 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 and Ms. Yetto | | Severance | | For Mr. Lawton | Cash
Elements
| | Severance | | Lee and Mr. Thompson, 2x salary and 2x target cash incentive award | | eIPbonus For Mr. Cring, 1x salary and 1x bonus | | 2x base salary and 2x bonus | | | (determined as the greater of base salary or target bonus opportunity) | | eIP | | 1x target cash incentive award(1) | | Prorated payment for year in which termination occurs(1) | Cash Elements | Health Premium | | Prorated payment for year in which termination occurs(1) | | Health Premium | | 2xFor Mr. Lee and Mr. Thompson, the cost of 24 months of health insurance coverage | | No payment For Mr. Cring, the cost of 12 months of health coverage | | No payment | | Make Good AwardMake-Good Payment | | Payment of any unpaid cash “make good” awards | | n/a | | Same as Plan | Equity Elements | | | Equity
Elements Options and RSUs | | Options and RSUs | | 100% acceleration of awards(2) | | PBRSUs | | 100% acceleration of awards(2)(3) |
| | (1) | For Mr. Wenig and Mr. Schenkel and Mr. Lawton,Ms. Yetto, 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 elementcomponent and the Individualindividual performance element.component. |
(2) | For Mr. Wenig, Mr. Schenkel and Mr. Lawton,Ms. Yetto, the Company shallwill pay cash based on the value of the shares that would have vested 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 adopted a clawback policy that covers each officer employed as a vice presidentVice 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 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 presidentSenior Vice President or in a more senior position or a vice presidentVice 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 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●
| 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 Consultants in Compensation Decisionsstock 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. |
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Pay Governance serves as the Compensation Committee’s independent compensation consultant. It provides the Table of Contents
Compensation Committee with advice and resources to help the Compensation Committee assess the effectiveness 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 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), and with 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 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 does not provide any other services to the Company.
| Report /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, 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.
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.
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, the peer group consisted of the following companies for 2016:
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 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 Compensation 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. 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 Committee reviews and approves Company compensation programs on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation 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 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, 2016.2019. COMPENSATION COMMITTEE
Compensation Committee | | | | | | | | | | | | | | | | | | Edward W. Barnholt Paul S. Pressler | | Anthony J. Bates | | Bonnie S. Hammer | | Kathleen C. Mitic | | Thomas J. Tierney |
Table of Contents Executive Compensation / Executive Compensation Tables | Executive Compensation Tables 2016 2019 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, 20162019 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal years ended December 31, 20152018 and 2014.2017. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 ($) | | Devin N. Wenig President and Chief Executive Officer | | | 2016 | | | | 1,000,000 | | | | 0 | | | | 12,500,033 | | | | 0 | | | | 2,430,000 | | | | 0 | | | | 11,159 | | | | 15,941,192 | | | | 2015 | | | | 942,308 | | | | 0 | | | | 9,188,884 | | | | 1,667,333 | | | | 2,695,000 | | | | 0 | | | | 15,902 | | | | 14,509,427 | | | | 2014 | | | | 823,077 | | | | 0 | | | | 6,993,672 | | | | 1,364,467 | | | | 1,303,188 | | | | 0 | | | | 11,261 | | | | 10,495,665 | | Scott F. Schenkel Senior Vice President, Finance and Chief Financial Officer | | | 2016 | | | | 650,000 | | | | 0 | | | | 5,972,030 | | | | 0 | | | | 789,750 | | | | 0 | | | | 10,746 | | | | 7,422,526 | | | | 2015 | | | | 621,154 | | | | 0 | | | | 6,857,377 | | | | 1,192,618 | | | | 888,250 | | | | 0 | | | | 12,746 | | | | 9,572,145 | | Stephen Fisher Senior Vice President, Chief Technology Officer | | | 2016 | | | | 625,000 | | | | 200,000 | | | | 6,967,348 | | | | 0 | | | | 493,359 | | | | 0 | | | | 10,600 | | | | 8,296,307 | | | | 2015 | | | | 625,000 | | | | 200,000 | | | | 2,888,421 | | | | 473,879 | | | | 535,547 | | | | 0 | | | | 2,513,912 | | | | 7,236,759 | | Harry A. Lawton Senior Vice President, North America | | | 2016 | | | | 650,000 | | | | 300,000 | | | | 3,483,686 | | | | 0 | | | | 513,094 | | | | 0 | | | | 10,600 | | | | 4,957,380 | | | | 2015 | | | | 400,000 | | | | 300,000 | | | | 5,324,787 | | | | 395,163 | | | | 342,750 | | | | 0 | | | | 4,084,769 | | | | 10,847,469 | | Raymond J. Pittman Senior Vice President, Chief Product Officer | | | 2016 | | | | 580,000 | | | | 0 | | | | 5,474,346 | | | | 0 | | | | 457,837 | | | | 0 | | | | 10,600 | | | | 6,522,783 | |
Name and Principal Position (a) | | Year (b) | | Salary ($) (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 ($) | Scott F. Schenkel Interim Chief Executive Officer(1) | | 2019 | | 750,000 | | 375,000 | | 15,515,744 | | 0 | | 967,500 | | 0 | | 39,012 | | 17,647,255 | | 2018 | | 736,538 | | 0 | | 7,251,530 | | 0 | | 574,500 | | 0 | | 11,000 | | 8,573,568 | | 2017 | | 686,539 | | 0 | | 6,856,169 | | 0 | | 928,543 | | 0 | | 10,800 | | 8,482,051 | Andrew J. Cring Interim Chief Financial Officer(2) | | 2019 | | 440,000 | | 210,000 | | 4,947,044 | | 0 | | 312,180 | | 0 | | 11,200 | | 5,920,424 | Jae Hyun Lee SVP, International(3) | | 2019 | | 711,735 | | 0 | | 5,719,824 | | 0 | | 580,683 | | 0 | | 1,483,753 | | 8,495,994 | | 2018 | | 653,238 | | 0 | | 4,648,404 | | 0 | | 367,814 | | 0 | | 357,376 | | 6,026,832 | | 2017 | | 595,163 | | 0 | | 7,113,476 | | 0 | | 603,719 | | 0 | | 131,958 | | 8,444,316 | Peter B. Thompson SVP, Chief Product Officer(4) | | 2019 | | 240,385 | | 3,500,000 | | 7,852,346 | | 0 | | 182,031 | | 0 | | 9,615 | | 11,784,377 | Kristin A. Yetto SVP, Chief People Officer | | 2019 | | 637,500 | | 0 | | 7,302,044 | | 0 | | 616,781 | | 0 | | 11,200 | | 8,567,525 | Devin N. Wenig Former President and Former Chief Executive Officer(5) | | 2019 | | 780,769 | | 0 | | 14,601,000 | | 0 | | 1,819,192 | | 0 | | 40,024,909 | | 57,225,871 | | 2018 | | 1,000,000 | | 0 | | 15,500,046 | | 0 | | 1,501,500 | | 0 | | 170,620 | | 18,172,166 | | 2017 | | 1,000,000 | | 0 | | 14,000,033 | | 0 | | 2,580,000 | | 0 | | 90,558 | | 17,670,591 |
Mr. Fisher and Mr. Lawton received these supplemental cash payments pursuant to their offer letters.
Mr. Schenkel served as Senior Vice President, Finance and Chief Financial Officer for a majority of the year. From September 24, 2019 to April 26, 2020, Mr. Schenkel served as the Interim CEO until Mr. Iannone’s appointment as CEO. Effective as of April 27, 2020, Mr. Schenkel assumed the role of Senior Advisor. | Stock Awards (Column (e))(2)
| Mr. Cring served as Vice President, Global Financial Planning and Analysis for the majority of the year. Effective as of September 24, 2019, in connection with Mr. Schenkel’s appointment to Interim CEO, Mr. Cring serves as the Interim CFO. | (3) | Mr. Lee served as Senior Vice President, General Manager, Markets until January 2020 when he was named SVP, International. Mr. Lee’s base salary was converted from Singapore dollars to U.S. dollars based on Company FX planning rates. | (4) | Mr. Thompson was hired as Chief Product Officer in July 2019 and received an equity transition payment of $3,500,000. | (5) | Mr. Wenig’s employment with the Company was terminated on September 24, 2019. |
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Table of Contents Executive Compensation Tables / Executive Compensation Bonus (Column (d)) Beginning in October 2019, Mr. Schenkel received a monthly performance bonus in the amount of $125,000 for each month he served as Interim CEO. Beginning in October 2019, Mr. Cring received a monthly performance bonus in the amount of $70,000 for each month he served as Interim CFO. Mr. Thompson received an equity transition payment of $3,500,000, subject to repayment if he leaves prior to the first anniversary of his start date and partial repayment if he leaves prior to the end of his third year of employment. 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 — 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 fair value for PBRSUs is different from (and lower than) the maximum value of PBRSUs set forth below. 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,Focal RSU awards were granted to our NEOs in connection with the Company’s annual equity grant inon April 1, 2019 with a grant date value of, $5,000,018 for Mr. Wenig, $2,388,812$2,939,040 for Mr. Schenkel, $2,786,939$1,884,000 for Mr. Fisher, $1,393,470Cring, $2,287,930 for Mr. Lawton,Lee, $1,695,600 for Ms. Yetto, and $2,189,748$5,840,400 for Mr. Pittman. Compensation Tables |2016 Summary Compensation TableWenig. On August 15, 2019, Mr. Thompson was granted two RSU awards with grant date values of $1,570,461 and $3,926,173, respectively. On October 15, 2019, Mr. Schenkel was granted an RSU award with a grant date value of $4,084,072 in connection with his appointment as the Interim CEO. On October 15, 2019, Mr. Cring was granted an RSU award with a grant date value of $3,063,044 in connection with his appointment as the Interim CFO. On October 15, 2019, Ms. Yetto was granted an RSU award with a grant date value of $1,531,522 in recognition of the critical nature of her role during the operating and portfolio initiatives.
PBRSUs:PBRSUs provide an opportunity for our NEOs to receive time-based RSUs if the performance measures for a particular time period — typically 24 months — are met. For a description of the performance measures for the 2016-20172018-2019 PBRSU awards, see “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program — Equity Incentive Awards — PBRSU Program” above. For 2016,2019, PBRSU awards were granted were to our NEOs in connection with the Company’s annual equity grant inon April 1, 2019 with a grant date value of $7,500,015 for Mr. Wenig, $3,583,218$4,408,560 for Mr. Schenkel, $4,180,409$3,431,894 for Mr. Fisher, $2,090,216Lee, $2,543,400 for Ms. Yetto and $8,760,600 for Mr. Lawton,Wenig. On August 15, 2019, Mr. Thompson was granted a PBRSU award with a grant date value of $2,543,400. On October 15, 2019, Mr. Schenkel was granted a PBRSU award with a grant date value of $4,084,072 in connection with his appointment as the Interim CEO. On October 15, 2019, Ms. Yetto was granted a PBRSU award with a grant date value of $1,531,522 in recognition of the critical nature of her role during the operating and $3,284,598portfolio initiatives. Mr. Cring is not eligible for Mr. Pittman.the PBRSU program due to his position as a Vice President.
Table of Contents Executive Compensation / Executive Compensation Tables Assuming the highest level of performance is achieved under the applicable performance measures for the 2016-20172019-2020 PBRSU awards, the maximum possible value of the PBRSU 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 | |
Name | | Maximum Value of PBRSUs (as of Grant Date) | Mr. Schenkel | | | $28,025,685 | Mr. Cring(1) | | | N/A | Mr. Lee | | | $11,325,252 | Mr. Thompson | | | $7,773,849 | Ms. Yetto | | | $13,447,243 | Mr. Wenig | | | $28,909,980 |
| | (1) | Mr. Cring is not eligible for our PBRSU program due to his position as VP. |
The value that our NEOs received in 20162019 from the vesting of stock awards is reflected in the 20162019 Option Exercises and Stock Vested table below. Additional information on all outstanding stock awards as of December 31, 20162019 is reflected in the 20162019 Outstanding Equity Awards at Fiscal Year-End table below. | Option Awards (Column (f))
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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(Column (f)) Since 2016, in accordance with our revised equity guidelines, no option awards were granted to our NEOs.
The value that our NEOs received in 20162019 from the exercise of previously granted stock options is reflected in the 20162019 Option Exercises and Stock Vested table below. Additional information on all outstanding option awards as of December 31, 20162019 is reflected in the 20162019 Outstanding Equity Awards at Fiscal 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 for services they rendered in 2016, 2015, and 2014, respectively.each of the applicable years. See “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program — Annual Cash Incentive Awards (the eBay Incentive Plan (eIP))” above for more information. Compensation Tables | 2016 Summary Compensation Table
| All Other Compensation (Column (i)) General
All Other Compensation (Column (i)) |
General
The amounts reported in the All Other Compensation column reflect: a) | An amount of $10,600$11,200 for each of our NEOs, which representsMr. Schenkel, Mr. Cring, and Ms. Yetto, representing the maximum matching contributions made by the Company to the Company’s 401(k) savings plan for the benefit of our U.S.-based NEOs, which also is the same maximum amount applicable to each participating employee for 2016;2019. Mr. Thompson also received matching contributions from the Company’s 401(k) savings plan in the amount of $9,615. Mr. Lee is not eligible to participate in the Company’s 401(k) savings plan and therefore did not receive any matching contributions under the plan. |
b) | On September 24, 2019, the Company and Mr. Wenig entered into a letter agreement regarding his departure (the “Wenig Letter”). Pursuant to the terms of the Wenig Letter, in exchange for his execution and non-revocation of a release of claims against the Company, the Company paid the amounts required to be paid to him under his letter agreement with the Company dated September 29, 2014 upon a termination without cause (the “Letter Agreement”). The Letter Agreement payments include: (i) two times his annual base salary which equals $2,000,000; (ii) two times his annual target bonus amount which equals $4,000,000; (iii) a prorated portion of the bonus under the eBay Incentive Plan (“eIP”) that Mr. Wenig otherwise would have earned and been paid (using his accrued eligible compensation under the eIP through the last day of employment) for the 2019 fiscal year under the eIP which equals $1,819,192 (which is reflected in the “Non-Equity Plan Compensation” column of the Summary Compensation Table); (iv) the amount of $5,849,674, which is the dollar value |
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Table of Contents Executive Compensation Tables / Executive Compensation | of outstanding and unvested RSU awards that were treated as vested under the Letter Agreement; (v) the amount of $27,357,280, which is the dollar value of outstanding and unvested PBRSU Awards that were treated as vested under the Letter Agreement; and (vi) the amount of $545,288, which is the dollar value of dividend equivalents associated with the equity awards that were treated as vested under the Letter Agreement. | c) | In his role as SVP, General Manager, Markets, Mr. Lee was provided certain information technology support services provided by the Companyexpatriate allowances due to extended travel and temporary relocations, totaling $1,483,753. | d) | An amount of $4,260 in home security expenses for computer equipment located at the residences of Mr. Wenig relating to monitoring services by outside security providers. The incremental cost associated with the home security services is determined based upon the amount paid to the applicable outside security provider. | e) | An amount of $26,303 in secured chauffeured transportation allowances provided to Mr. Wenig. The incremental cost associated with such services is determined based upon the amount paid to the applicable service provider. | f) | Mr. Wenig was permitted personal airplane usage in 2019. $230,904 is included in the amount for Mr. Wenig to reflect his personal airplane use. This amount is the cost of fuel, oil, lubricants, and other additives related to the applicable trips times two. | g) | Mr. Schenkel.Schenkel was permitted personal airplane usage in 2019 due to his previous CFO position and as the Interim CEO. $27,812 is included in the amount for Mr. Schenkel in this column to reflect his personal airplane use. This amount is the cost of fuel, oil, lubricants, and other additives related to the applicable trips times two. |
Table of Contents Executive Compensation / Executive Compensation Tables |2016 2019 Grants of Plan-basedPlan-Based Awards 2016 Grants of Plan-based Awards
The following table, footnotes, and narrative set forth certain information regarding grants of plan-based awards to each of our NEOs for the fiscal year ended December 31, 2016.2019. | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#)(j) | | All Other Option Awards: Number of Securities Underlying Options (#)(j) | | Exercise or Base Price of Option Awards ($/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) | Mr. Schenkel | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Company | | N/A | | N/A | | 281,250 | | 562,500 | | 1,125,000 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Individual | | N/A | | N/A | | — | | 187,500 | | 375,000 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | 23,400 | | 117,000 | | 386,100 | | — | | — | | — | | 4,408,560 | (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | | Performance | | | | | | | | | | | | | | | | | | | | | | | | | period) | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | 9/25/2019 | | 10/15/2019 | | — | | — | | — | | 21,009 | | 105,043 | | 346,642 | | — | | — | | — | | 4,084,072 | (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | | Performance | | | | | | | | | | | | | | | | | | | | | | | | | period) | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | — | | — | | — | | 78,000 | | — | | — | | 2,939,040 | | RSUs | | 9/25/2019 | | 10/15/2019 | | — | | — | | — | | — | | — | | — | | 105,043 | | — | | — | | 4,084,072 | Mr. Cring | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Company | | N/A | | N/A | | 90,750 | | 181,500 | | 363,000 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Individual | | N/A | | N/A | | — | | 60,500 | | 121,000 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | — | | — | | — | | 50,000 | | — | | — | | 1,884,000 | | RSUs | | 9/25/2019 | | 10/15/2019 | | — | | — | | — | | — | | — | | — | | 78,782 | | — | | — | | 3,063,044 | Mr. Lee | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Company | | N/A | | N/A | | 193,132 | | 386,263 | | 772,527 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Individual | | N/A | | N/A | | — | | 128,754 | | 257,509 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | 18,216 | | 91,080 | | 300,564 | | — | | — | | — | | 3,431,894 | (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | | Performance | | | | | | | | | | | | | | | | | | | | | | | | | period) | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | — | | — | | — | | 60,720 | | — | | — | | 2,287,930 |
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Table of Contents | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | |
Executive Compensation Tables |/ Executive Compensation2016 Grants | | | | | |
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 (#)(j) | | 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) | Mr. Thompson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Company | | N/A | | N/A | | 58,594 | | 117,187 | | 234,375 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Individual | | N/A | | N/A | | — | | 39,062 | | 78,125 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | 7/3/2019 | | 8/15/2019 | | — | | — | | — | | 11,946 | | 59,729 | | 197,106 | | — | | — | | — | | 2,355,712 | (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | | Performance | | | | | | | | | | | | | | | | | | | | | | | | | period) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 7/3/2019 | | 8/15/2019 | | — | | — | | — | | — | | — | | — | | 39,819 | | — | | — | | 1,570,461 | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 7/3/2019 | | 8/15/2019 | | — | | — | | — | | — | | — | | — | | 99,548 | | — | | — | | 3,926,173 | Ms. Yetto | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Company | | N/A | | N/A | | 179,297 | | 358,594 | | 717,187 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Individual | | N/A | | N/A | | — | | 119,531 | | 239,062 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | 13,500 | | 67,500 | | 222,750 | | — | | — | | — 2,543,400 | (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | | Performance | | | | | | | | | | | | | | | | | | | | | | | | | period) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | 10/14/2019 | | 10/15/2019 | | — | | — | | — | | 7,878 | | 39,391 | | 129,990 | | — | | — | | — | | 1,531,522 | (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | | Performance | | | | | | | | | | | | | | | | | | | | | | | | | period) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | — | | — | | — | | 45,000 | | — | | — | | 1,695,600 | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 10/14/2019 | | 10/15/2019 | | — | | — | | — | | — | | — | | — | | 39,391 | | — | | — | | 1,531,522 | Mr. Wenig | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Company | | N/A | | N/A | | 585,577 | | 1,171,154 | | 2,342,308 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | eIP - Individual | | N/A | | N/A | | — | | 390,385 | | 780,769 | | — | | — | | — | | — | | — | | — | | — | Performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PBRSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | 46,500 | | 232,500 | | 767,250 | | — | | — | | — | | 8,760,600 | (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | | Performance | | | | | | | | | | | | | | | | | | | | | | | | | period) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | — | | — | | — | | 155,000 | | — | | — | | 5,840,400 |
Table of Plan-based AwardsContents | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | |
Executive Compensation /Executive 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))
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Annual Cash Incentive Plan) (Columns (d), (e), and (f))
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The amounts reported under these columns relate to the possible awards under the annual cash incentive plan. In 2016,2019, the total annual target incentive amounts under the annual cash incentive plan 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. Schenkel | | $750,000 | Mr. Cring | | $242,000 | Mr. Lee | | $703,125 | Mr. Thompson | | $156,250 | Ms. Yetto | | $478,125 | Mr. Wenig | | $1,561,539 |
The total 20162019 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; for 2016,2019, both these Company performance thresholds were met. Actual payouts to our NEOs under the annual cash incentive plan for the fiscal year ended December 31, 20162019 are reflected in the Non-Equity Incentive Plan Compensation column in the 20162019 Summary Compensation Table above. eIP—Company Performance:The amounts shown in the rows entitled “eIP – Company Performance” reflect estimated payouts for the fiscal year ended December 31, 20162019 under the annual cash incentive plan 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. |
eIP—Individual Performance:The amounts shown in the rows entitled “eIP – Individual Performance” reflect estimated payouts for the fiscal year ended December 31, 20162019 under the annual cash incentive plan 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. |
See “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program — Annual Cash Incentive Awards (the eBay Incentive Plan (eIP))” above. 76 | | | / 2020 Proxy Statement |
Table of Contents Executive Compensation Tables |/ Executive Compensation2016 Grants of Plan-based Awards | Estimated Future Payouts Under Equity Incentive Plan Awards (PBRSUs) (Columns (g), (h), and (i))
Estimated Future Payouts Under Equity Incentive Plan Awards (PBRSUs) (Columns (g), (h), and (i)) |
The amounts shown reflect estimated payouts of PBRSUs for the 2016-20172019-2020 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 and the Payments modifier is applied, and are 40%20% 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 at target,met, and the target return on invested capital and the Payments 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 and the Payments modifier is applied, and are 240%330% of the amounts shown under the Target column. |
For further discussion of the PBRSUs, including their vesting schedules, see “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program — Equity Incentive 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 20162019 vest over afour-year period with 1/16th of the shares underlying the RSU award vesting on June 15, 2016,2019 and additional 1/16th of the shares underlying the RSU award vesting each quarter thereafter. | Grant Date Fair Value (Column (m))
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 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 performance measures for the 2016-20172019-2020 performance period as of the date on which those PBRSUs were granted for accounting purposes.
Table of Contents Executive Compensation /Executive Compensation Tables |2016 2019 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, 2016.2019. 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 ($)(1) | | Stock Grant Date | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | Mr. Schenkel | | 47,252 | | — | | — | | 20.41 | | 10/15/2014 | | 10/15/2021 | | | | | | | | | | | | | 27,914 | | — | | — | | 22.63 | | 4/1/2013 | | 4/1/2020 | | | | | | | | | | | | | 1,799 | | — | | — | | 22.76 | | 4/1/2014 | | 4/1/2021 | | | | | | | | | | | | | 24,747 | | — | | — | | 23.21 | | 4/1/2015 | | 4/1/2022 | | | | | | | | | | | | | 14,144 | | — | | — | | 26.92 | | 7/17/2015 | | 7/17/2022 | | | | | | | | | | | | | 94,288 | | — | | — | | 26.92 | | 7/17/2015 | | 7/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | | 6,253 | | 225,796 | | 4/1/2016 | | | | | | | | | | | | | | | | | | | 25,530 | | 921,888 | | 4/1/2017 | | | | | | | | | | | | | | | | | | | 40,547 | | 1,464,152 | | 4/1/2018 | | | | | | | | | | | | | | | | | | | 63,375 | | 2,288,471 | | 4/1/2019 | | | | | | | | | | | | | | | | | | | 105,043 | | 3,793,103 | | 10/15/2019 | | | | | | | | | | | | | | | | | | | | | | | | | 732,742 | | 26,459,314 | Mr. Cring | | 29,710 | | — | | — | | 23.03 | | 2/15/2013 | | 2/15/2020 | | | | | | | | | | | | | 17,779 | | — | | — | | 22.76 | | 4/1/2014 | | 4/1/2021 | | | | | | | | | | | | | 11,959 | | — | | — | | 23.21 | | 4/1/2015 | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | 5,211 | | 188,169 | | 4/1/2016 | | | | | | | | | | | | | | | | | | | 14,079 | | 508,393 | | 4/1/2017 | | | | | | | | | | | | | | | | | | | 4,693 | | 169,464 | | 4/1/2017 | | | | | | | | | | | | | | | | | | | 25,992 | | 938,571 | | 5/15/2018 | | | | | | | | | | | | | | | | | | | 40,625 | | 1,466,969 | | 4/1/2019 | | | | | | | | | | | | | | | | | | | 78,782 | | 2,844,818 | | 10/15/2019 | | | | | Mr. Lee | | 8,319 | | — | | — | | 23.21 | | 4/1/2015 | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | 3,126 | | 112,880 | | 4/1/2016 | | | | | | | | | | | | | | | | | | | 15,018 | | 542,300 | | 4/1/2017 | | | | | | | | | | | | | | | | | | | 14,039 | | 506,948 | | 9/15/2017 | | | | | | | | | | | | | | | | | | | 25,992 | | 938,571 | | 4/1/2018 | | | | | | | | | | | | | | | | | | | 49,335 | | 1,781,487 | | 4/1/2019 | | | | | | | | | | | | | | | | | | | | | | | | | 300,564 | | 10,853,366 |
78 | | | / 2020 Proxy Statement |
Table of Contents | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | |
Executive Compensation Tables |/ Executive Compensation2016 Outstanding Equity Awards 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 | |
Compensation Tables |2016 Outstanding Equity Awards 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 | |
Compensation Tables |2016 Outstanding Equity Awards at Fiscal Year-End
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 ($)(1) | | Stock Grant Date | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | Mr. Thompson | | | | | | | | | | | | | | 39,819 | | 1,437,864 | | 8/15/2019 | | | | | | | | | | | | | | | | | | | 99,548 | | 3,594,678 | | 8/15/2019 | | | | | | | | | | | | | | | | | | | | | | | | | 197,106 | | 7,117,498 | Ms. Yetto | | 25,398 | | — | | — | | 22.76 | | 4/1/2014 | | 4/1/2021 | | | | | | | | | | | | | 49,912 | | — | | — | | 23.21 | | 4/1/2015 | | 4/1/2022 | | | | | | | | | | | | | 47,144 | | — | | — | | 26.92 | | 7/17/2015 | | 7/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | | 3,126 | | 112,880 | | 4/1/2016 | | | | | | | | | | | | | | | | | | | 14,079 | | 508,393 | | 4/1/2017 | | | | | | | | | | | | | | | | | | | 23,392 | | 844,685 | | 4/1/2018 | | | | | | | | | | | | | | | | | | | 36,563 | | 1,320,290 | | 4/1/2019 | | | | | | | | | | | | | | | | | | | 39,391 | | 1,422,409 | | 10/15/2019 | | | | | | | | | | | | | | | | | | | | | | | | | 352,741 | | 12,737,478 | Mr. Wenig(3) | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — |
(1) | Market Value is calculated based on a price per share of $29.69,$36.11, which was the closing price of our common stock on December 30, 2016.31, 2019. |
(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 2016-20172019-2020 performance period based on Company performance through 2016.2019. 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 and Payments modifier). See “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program — Equity Incentive Awards — PBRSU Program” above for a more detailed discussion of these awards and related performance measures. | (3) | In connection with Devin Wenig’s termination of employment on September 24, 2019, the Company cancelled his outstanding RSUs and PBRSUs. Mr. Wenig had a 90-day post-termination exercise period with respect to his vested, outstanding options. |
(8)www.ebayinc.com | Becomes fully vested after three years, with 100% vesting on the third anniversary of the date of grant.79 |
Table of Contents (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. |
2016 OptionExecutive Compensation / Executive Compensation Tables
2019 Options 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 byfor each of our NEOs for the fiscal year ended December 31, 2016.2019. | | | | | | | | | | | | | | | | | | | | | | | 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 ($)(2) | Devin N. Wenig | | | | 0 | | | | | 0 | | | | | 234,513 | | | | | 5,945,648 | | Scott F. Schenkel | | | | 0 | | | | | 0 | | | | | 83,972 | | | | | 2,156,659 | | Stephen Fisher | | | | 49,631 | | | | | 428,962 | | | | | 173,170 | | | | | 5,103,605 | | Harry A. Lawton | | | | 0 | | | | | 0 | | | | | 50,017 | | | | | 1,248,699 | | Raymond J. Pittman | | | | 70,084 | | | | | 490,802 | | | | | 176,532 | | | | | 5,073,763 | |
| | Option Awards | | Stock Awards | Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(2) | Mr. Schenkel | | 10,157 | | 190,850 | | 266,009 | | 9,797,110 | Mr. Cring | | 0 | | 0 | | 65,103 | | 2,462,484 | Mr. Lee | | 0 | | 0 | | 157,297 | | 5,805,324 | Mr. Thompson | | 0 | | 0 | | 0 | | 0 | Ms. Yetto | | 0 | | 0 | | 121,786 | | 4,495,967 | Mr. Wenig(3) | | 866,782 | | 13,203,710 | | 520,231 | | 19,225,313 |
| | (1) | Value realized on exercise of stock options is based on the fair market value of our common stock on the date of exercise minus the exercise price and does not reflect actual proceeds received. |
(2) | Value realized on vesting of stock awards is based on the fair market value of our common stock on the vesting date and does not reflect actual proceeds received. | (3) | In connection with Devin Wenig’s termination of employment on September 24, 2019, the Company cancelled his outstanding RSUs and PBRSUs. Mr. Wenig had a 90-day post-termination exercise period with respect to his vested, outstanding options. |
Compensation Tables |Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
The following table, footnotes, and narrative set forth our payment obligations pursuant to the compensation arrangements for each of our NEOs, under the circumstances described below, assuming that their employment was terminated or a change in control occurred on December 31, 2016.2019. In the case of Mr. Wenig, whose employment with the Company was terminated on September 24, 2019 outside of a change in control, the amounts and descriptions in the table, footnotes, and narrative set forth the payments actually made by the Company in connection with his termination. | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Voluntary Termination ($)(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 | |
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) | Mr. Schenkel | | 0 | | 0 | | 22,291,138 | | 27,697,069 | | 12,867,116 | Mr. Cring | | 0 | | 0 | | 1,763,475 | | 7,063,878 | | 1,132,677 | Mr. Lee | | 1,143,167 | | 0 | | 9,254,425 | | 14,109,872 | | 8,722,221 | Mr. Thompson | | 0 | | 0 | | 4,194,268 | | 9,728,160 | | 3,894,040 | Ms. Yetto | | 0 | | 0 | | 10,269,019 | | 13,992,233 | | 7,781,858 | Mr. Wenig(2) | | N/A | | N/A | | 39,752,242 | | N/A | | N/A |
| | (1) | With respect to Mr. Wenig, Mr. Schenkel and Mr. Lawton,Ms. Yetto, an involuntary termination includes a termination without cause or resignation for good reason. With respect to Mr. FisherLee and Mr. Pittman,Thompson, under the Company’s SVP and Above Standard Severance Plan, an involuntary termination outside of a change in control includes only a termination without cause, and under the Company’s Change in Control Plan for Key Employees, an involuntary termination in connection with a change in control includes termination without cause or resignation for good reason. |
(2) | With respect to Mr. Fisher’sCring, under the Company’s VP Standard Severance Plan, an involuntary termination includes only a termination without cause and Mr. Pittman’s Death or Disability Benefit are each presented as though their employment terminated outside a changeunder the Company’s Change in control. In the event their employment is terminatedControl Plan for Key Employee, an involuntary termination in connection with a change in control Mr. Fisher’s Death or Disability Benefit would be $19,255,837includes termination without cause. |
80 | | | / 2020 Proxy Statement |
Table of Contents Executive Compensation Tables / Executive Compensation | | (2) | On September 24, 2019, the Company and Mr. Pittman’s Death or Disability BenefitWenig entered into a letter agreement regarding his departure (the “Wenig Letter”). Pursuant to the terms of the Wenig Letter, in exchange for his execution and non-revocation of a release of claims against the Company, the Company paid the amounts required to be paid to him under his letter agreement with the Company dated September 29, 2014 upon a termination without cause (the “Letter Agreement”). The Letter Agreement payments include: (i) two times his annual base salary which equals $2,000,000; (ii) two times his annual target bonus amount which equals $4,000,000; (iii) a prorated portion of the bonus under the eBay Incentive Plan (“eIP”) that Mr. Wenig otherwise would be $13,261,330.have earned and been paid (using his accrued eligible compensation under the eIP through the last day of employment) for the 2019 fiscal year under the eIP which equals $1,819,192 (which is reflected in the “Non-Equity Plan Compensation” column of the Summary Compensation Table); (iv) the amount of $5,849,674, which is the dollar value of outstanding and unvested RSU awards that were treated as vested under the Letter Agreement; (v) the amount of $27,357,280, which is the dollar value of outstanding and unvested PBRSU Awards that were treated as vested under the Letter Agreement; and (vi) the amount of $545,288, which is the dollar value of dividend equivalents associated with the equity awards that were treated as vested under the Letter Agreement. |
Voluntary Termination (Column (a)) Mr. Lee’s offer letter provides for severance benefits upon a voluntary termination. | Change in Control (Column (b))
Change in Control (Column (b)) |
The Company has not entered into any arrangements with any of its executive officers to provide “single trigger” severance payments upon a change in control. The Company’s equity incentive plans generally provide for the acceleration of vesting of awards granted under the plans upon a change in control (as defined in the applicable plan) only if the acquiring entity does not agree to convert, assume, or continuereplace the awards. These provisions generally apply to all holders of awards under the equity incentive plans. The amounts reported in the Change in Control column assume that, in a change in control transaction, the acquiringsuccessor entity would convert, assume, or continuereplace outstanding equity awards. If the acquiringsuccessor entity does not convert, assume, or continuereplace any outstanding equity awards and all the unvested and outstanding awards are fully accelerated upon a change in control, the aggregate value of accelerated vesting of such awards to each of the NEOs that were executive officers of the Company as of December 31, 2016,2019, calculated based on the closing price of our common stock on December 30, 2016,31, 2019, would be as follows: | | | | | | Name | | Acceleration Value of All Outstanding Equity Awards as of 12/31/16
19 ($)(*) | Mr. Schenkel | | 23,874,632 | Mr. Cring | | 6,116,384 | Mr. Lee | | 11,190,092 | Mr. Thompson | | 7,189,357 | Ms. Yetto | | 11,054,968 | Mr. Wenig | | 0 |
| 23,597,839 | | * | No amounts are included for Mr. Schenkel | | | | 11,876,523 | | Mr. Fisher
| | | | 17,097,709 | | Mr. Lawton
| | | | 7,726,259 | | Mr. Pittman
| | | | 11,719,705 | Wenig because his employment with the Company terminated on September 24, 2019. |
(*)www.ebayinc.com | Excludes all shares subject to PBRSUs with respect to 2015/2016 performance period, as shares subject to such PBRSUs were not outstanding as of 12/31/2016.81 |
Table of Contents Executive Compensation / Executive Compensation Tables |Potential Payments Upon Involuntary Termination oroutside of a Change in Control (Column (c))
| Involuntary Termination outside of a Change in Control (Column (c))
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The Company’s SVP and Above Standard Severance Plan (“SVP and Above Severance Plan”), which covers each officer 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 and signs and does not revoke a waiver of claims against the Company. Mr. FisherThompson and Mr. PittmanLee participate in the SVP and Above Severance Plan. Since Mr. Cring is at the VP level, he is eligible to participate in the Company’s VP Standard Severance Plan.Plan (“VP Severance Plan”), which also provides severance protection outside of a change in control period. Under the VP Severance Plan, if a participant is terminated without cause and signs and does not revoke a waiver of claims against the Company, then he is entitled to a lump sum payment of one-half of target cash incentive (i.e., one-half of annual salary and one-half of target eIP payment) and an amount equal to 4 months of COBRA coverage. In addition, the participant would also receive a prorated eIP payment based on actual Company performance and target individual performance for the year in which the termination occurs and one-half of the value of the equity that would have vested in the 12 month period after the termination date (as if the participant had remained employed). Mr. Wenig, Mr. Schenkel and Mr. LawtonMs. Yetto do not participate in the StandardSVP and Above Severance Plan. Mr. WenigSchenkel and Mr. SchenkelMs. Yetto entered into offer letters with the Company in 2014 and 2015, respectively, in connection with their appointmentappointments to their current roles at the Company, which providedleadership team after the separation of PayPal Holdings, Inc. Each offer letter provides for certain severance arrangementsbenefits if they are respectively terminatedthere is a termination without cause or resignresignation for good reason not in connection with a change in control, and sign and do not revoke a waiver of claims againstif 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 heapplicable executive signs and does not revoke a waiver of claims against the Company.
Under the terms of Mr. Lee’s offer letter entered into in connection with his appointment to his role of Senior Vice President, General Manager, Markets (which is still effective in his new role as SVP, International), Mr. Lee is entitled to receive a separation payment in the event he voluntarily terminates his employment with the Company. This separation payment is intended to replicate benefits offered under a retirement program in which Mr. Lee formerly participated when he was employed with the Company in Korea. The benefit is equal to three times his average monthly salary multiplied by his years of service since January 1, 2013. Should the Company terminate Mr. Lee’s employment for reason other than cause, Mr. Lee is entitled to benefits under the Standard Severance Plan. Mr. Lee’s offer letter also includes any non-competition restrictive covenant for 12-months post termination of employment. Please see the “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” section for further information regarding the Company’s Standard Severance Plan, including amounts received by Mr. Wenig in connection with his departure, and the treatment of awards upon qualifying termination events or a change in control. The following charttable 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 (except Mr. Cring) would receive if terminated outside of a change in control. | | | | | | | | | | | SVP and Above Severance Plan Participants | | Standard Severance Plan
ParticipantsMr. Schenkel and Ms. Yetto | Cash Elements | | Mr. Wenig andSeverance
Mr. Schenkel
| | Mr. Lawton | Cash
Elements
| | Severance | | 1x salary and 1x target cash incentive award | | 2x salary and 2x targetbonus | | For Mr. Schenkel, 2x salary and 2x cash incentive award | | 1-1.5x For Ms. Yetto, 1x salary and 1-1.5x target1x cash incentive award (1) | | eIP | | Prorated payment for year in which termination occurs (2)(1) | | Health Premium | | 2x theThe cost of 1224 months of health insurance coverage | | No payment | | No payment | | Make Good AwardMake-Good Payment | | Payment of any unpaid cash “make good” awards | | n/a | | Same as Standard Severance Plan | Equity Elements | | | Equity
Elements
| | Options and RSUs(2) | | 100% acceleration of awards that would have otherwise vested within 12 months of termination date (3) | | PBRSUs | | 100% acceleration of awards that would have otherwise vested within 12 months of termination date(3)(4) | | PBRSUs(2) | | 100% acceleration of awards that would have otherwise vested within 12 months of termination date(3) |
| | (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, Mr. Schenkel and Mr. Lawton,Ms. Yetto, 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. |
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Table of Contents Executive Compensation Tables / Executive Compensation | (3) | (2) | For Mr. Wenig,Schenkel and Ms. Yetto and the participants in the SVP and Above Severance Plan, he/she would receive a lump sum amount equal to the dividend equivalents that have already accrued and would have vested in connection with applicable shares. In addition, Mr. Schenkel and Ms. Yetto would receive an amount equal to dividend equivalents that have not yet accrued, but would have accrued for the next 12 months, notwithstanding the termination. | (3) | For Mr. Lawton,Schenkel and Ms. Yetto, the Company shall pay cash based on the value of the shares that would have vested in lieu of accelerated vesting. Pursuant to their offer letters, Mr. Schenkel and Ms. Yetto’s outstanding PBRSUs would be treated as vested at the time of termination. 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. |
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. (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. |
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. | Involuntary Termination in Connection with a Change in Control (Column (d))
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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. FisherCring, Mr. Thompson, and Mr. PittmanLee participate in the Change in Control Severance Plan. Compensation Tables |Potential Payments Upon Termination or Change in Control
Mr. Wenig, Mr. Schenkel and Mr. LawtonMs. Yetto do not participate in the Change in Control Severance Plan. Mr. WenigSchenkel and Mr. SchenkelMs. Yetto entered into offer letters with the Company in 2014 and 2015, respectively, in connection with their appointmentappointments to their current roles at the Company, which provided for change in control arrangements if they are respectively terminated without cause or resign for good reason in connection with a change in control, and sign and do not revoke a waiver of claims againstleadership team after the Company. Mr. Lawton, who was hired a few months before the Spin-Offseparation of PayPal does not participate in the Change in Control Severance Plan because hisHoldings, Inc. Each offer letter provided change in control arrangementsprovides for certain severance benefits if hethe individual is terminated without cause or resigns for good reason in connection withthe ninety days preceding or the twenty-four months following, a change in control, and signs and does not revoke a waiver of claims against the Company.
The following charttable 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. Schenkel and Ms. Yetto | Cash Elements | | Severance | | For Mr. Lee and Mr. Thompson, 2x salary and 2x bonus For Mr. Cring, 1x salary and 1x bonus | | 2x base salary and 2x bonus | | | | | | | | | (determined as the greater of base salary or target bonus opportunity) | | eIP | | | Change in Control
Severance Plan
Participants
| | Mr. Wenig and
Mr. Schenkel
| | Mr. Lawton | Cash
Elements
| | Severance | | 2x salary and 2x1x target cash incentive award | (1) | eIP | | 1x target cash
incentive award (1) | | Prorated payment for year in which termination occurs (1) | | Prorated payment for year in which termination occurs(1) | | Health Premium | | 2xFor Mr. Lee and Mr. Thompson, the cost of 24 months of health insurancecoverage For Mr. Cring, the cost of 12 months of health coverage | | No payment | | No payment | | Make Good AwardMake-Good Payment | | Payment of any unpaid cash “make good” awards | | n/a | | Same as Change in Control Severance Plan | Equity Elements | | Options and RSUs | | 100% acceleration of awards(2) | | PBRSUs | | 100% acceleration of awards(2)(3) |
| | (1) | For Mr. Wenig, Mr. Schenkel and Mr. Lawton,Ms. Yetto, 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 elementcomponent and the Individualindividual performance element.component. |
(2) | For Mr. Wenig, Mr. Schenkel and Mr. Lawton,Ms. Yetto, the Company shallwill pay cash based on the value of the shares that would have vested 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. |
www.ebayinc.com | Death or Disability (Column (e))83
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Mr. Wenig, Table of Contents
Executive Compensation / Executive Compensation Tables Death or Disability (Column (e)) Mr. Schenkel and Ms. Yetto Pursuant Mr. Lawton Pursuant to their respective offersSchenkel’s and Ms. Yetto’s offer letters, if Mr. Wenig’s, Mr. Schenkel’s or Mr. Lawton’sMs. Yetto’s employment respectively, terminates due to his death or disability (as defined in the applicable offer letter), he or she will be entitled to receive, within 30 days of his or her termination date, a cash payment equal to the value of any outstanding and 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 termination date).
Mr. FisherThompson and Mr. Pittman Lee Pursuant to the StandardSVP and Above Severance Plan, if, outside a change in control, either Mr. Fisher’sThompson’s or Mr. Pittman’sLee’s employment respectively, terminates due to his death or disability (as defined in the StandardSVP and Above Severance Plan) then he isthe applicable executive will be entitled to receive, within 60 days of his termination date, the full vesting (or payment of cash in lieu of vesting at the election of the Company) of his outstanding and 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 Compensation Tables |Potential Payments Upon Termination or Change in Control
24 months of his or her 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 termination date). Pursuant to the Change in Control Severance Plan, if, in connection with a change in control, either Mr. Fisher’sThompson’s or Mr. Pittman’sLee’s employment respectively, terminates due to his death or disability (as defined in the Change in Control Severance Plan) then hethe applicable executive is entitled to receive, within 60 days of his termination date, the full vesting (or payment of cash in lieu of vesting at the election of the Company) of all his 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 termination date). Compensation Of DirectorsMr. Cring
Compensation of Directors
The Compensation Committee is responsible for reviewing and making recommendationsPursuant to the Board regarding compensation paid 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 of the Board, 2016 annual compensation to continuing non-employee directors consisted of (a) Company common stock with a grant date value equal to $220,000 or for a non-employee director serving as the Chairman of the Board $320,000, in each case rounded up to the nearest whole share, granted at the time of the annual meeting and (b) an annual cash retainer 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 to the nearest whole share). The annual retainer is pro-rated in the event that a director serves for a portion of a year.
Deferred Stock Units (“DSUs”) granted prior to August 1, 2013 are payable in 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 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 as compensation for non-employee directors. In the event ofVP Severance Plan, if, outside a change in control, Mr. Cring’s employment terminates due to his death or disability (as defined in the VP Severance Plan) then the applicable executive will be entitled to receive, within 60 days of his termination date, one half of the vesting (or payment of cash in lieu of vesting at the election of the Company) of all his outstanding and unvested equity awards that would have otherwise vested within 12 months of his termination date.
Pursuant to the Change in Control Severance Plan, if, in connection with a change in control, Mr. Cring’s employment terminates due to his or her death or disability (as defined in the Change in Control Severance Plan) then he is entitled to receive, within 60 days of his termination date, the vesting (or payment of cash in lieu of vesting at the election of the Company) of all his outstanding and unvested equity awards. 84 | | | / 2020 Proxy Statement |
Table of Contents CEO Pay Ratio / Executive Compensation CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Schenkel, our Interim CEO. Because we had two CEOs during 2019, SEC rules allow us the option of calculating the compensation provided to each CEO during 2019 for the time each served as CEO and combine those amounts, or the CEO serving in that position on the date we selected to identify the median employee and annualize that CEO’s compensation. Because Mr. Schenkel was employed by us prior to his promotion to Interim CEO, we did not need to annualize the compensation Mr. Schenkel received during his role as Interim CEO, and instead used his actual total compensation. We believe that the pay ratio disclosed below is 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 apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. 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 locations we operate. As a result, our compensation program varies by local market in order to allow us to provide a competitive total compensation package. Ratio.For 2019, ● | The median employee’s annual total compensation was $130,636. | ● | Mr. Schenkel’s annual total compensation, as reported in the 2019 Summary Compensation Table, was $17,647,255. | ● | Based on this information and the disclosures provided in this section, the ratio of the annual total compensation of Mr. Schenkel to the median employee’s annual total compensation is 135 to 1. |
In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the 2019 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 2020 internal budgeting purposes. Identification of Median Employee.As permitted by SEC rules, we have used the same median employee as we did for the last two years because we do not believe there has been a change in our employee population or employee compensation program that would significantly impact the CEO pay ratio disclosure. 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 pay at eBay. A complete description of the methodology that we used to identify the median employee can be found in our 2018 Proxy Statement, filed on April 16, 2018.
Table of Contents Proposal 4 | | Stockholder Proposal |
John Chevedden has advised the Company that he intends to present the following stockholder proposal at the 2020 Annual Meeting. Mr. Chevedden has indicated that he holds the requisite number of shares of eBay any equity awards granted to our non-employee directorscommon stock in accordance with Rule 14a-8 requirements. eBay will accelerate and become fully vested and exercisable.provide the address of the proponent promptly upon a stockholder’s oral or written request. The following table sets forth annual retainers paid to our non-employee directors who serve as Chairmantext of the Board;stockholder proposal and supporting statement appear exactly as received by eBay unless otherwise noted. All statements contained in the Chairsstockholder proposal and supporting statement are the sole responsibility of the Audit, Compensation,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 2020 Annual Meeting only if properly presented by or on behalf of the proponent. “Proposal 4 — Adopt a Mainstream Shareholder Right — Written Consent Shareholders request that our board of directors take the steps 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 give shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any appropriate topic for written consent. Hundreds of major companies enable shareholder action by written consent. This proposal topic won majority shareholder support at 13 large companies in a single year. This included 67%-support at both Allstate and Sprint. This proposal topic also won 63%-support at Cigna Corp. (CI) in 2019. This proposal topic would have received higher votes than 63% to 67% at these companies if more shareholders had access to independent proxy voting advice. Taking action by written consent is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director. The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting. The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it less difficult for shareholders to call a special meeting. However Intel shareholders responded with greater support for written consent in 2019 compared to 2018. This proposal topic already won 48%-support at the 2017 eBay annual meeting. This 48%- support most likely represented at least 55%-support from the shares that have access to independent proxy voting advice. Following a 45%-vote for a written consent shareholder proposal The Bank of New York Mellon Corporation (BK) said it adopted written consent in 2019. Perhaps BK is starting a new trend in recognizing that a 45%-vote represents a majority vote from the shares that have access to independent proxy voting advice. And a proxy advisor set certain minimum requirements for a company adopting written consent in case the directors of a company are tempted to adopt a “fig leaf” version of written consent. Please vote yes: Adopt a Mainstream Shareholder Right — Written Consent — Proposal 4” |
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Table of Contents Board Statement in Opposition / Stockholder Proposal Board Statement in Opposition The Board has carefully considered this proposal and Corporate Governancedoes not believe that its adoption is in the best interests of eBay and Nominating Committees;its stockholders. The Board therefore recommends a vote AGAINST this proposal. As further discussed below, eBay believes that creating a new written consent right is unnecessary under eBay’s current governance practices and that written consent is less transparent and protective of investors than stockholder meetings. In particular, written consent is redundant to the current ability of stockholders owning 20 percent of our shares to call special stockholder meetings. Furthermore, stockholders enjoy many procedural protections and have robust opportunities through eBay’s stockholder engagement program to raise priorities and concerns with management and the membersBoard. ● | eBay Recently Made It Easier for Stockholders to Call Special Meetings between Annual Meetings.In 2019, following engagement with stockholders, the Board reduced the threshold for calling a special meeting from 25 percent to a 20 percent standard. In 2018, we also modified certain procedures and requirements in our bylaws with respect to stockholder-called special meetings to expand the availability of this mechanism. | ● | eBay Stockholders Have Previously Opposed a New Written Consent Right.eBay’s stockholders considered and rejected stockholder proposals for written consent in 2017, 2015 and 2014. We believe this was due to eBay’s strong governance practices, responsiveness to stockholders, existing special meeting rights, and the downsides to stockholders of written consent relative to annual or special meetings. | ● | Written Consent is a Redundant Right.A right to act by written consent would be redundant because eBay stockholders already can call special meetings. Our 20 percent stock ownership threshold for calling a special meeting – approved just last year by stockholders – is lower than the most common threshold among S&P 500 companies that provide the right for stockholder to call a special meeting, which is 25 percent. | ● | Action at Stockholder Meetings is More Transparent and Protective of Stockholder Interests than Written Consent.The Board believes that a stockholder meeting framework (whether at an annual or specially called stockholder meeting) better serves stockholders’ interests than action by written consent. A stockholder meeting is more transparent and orderly than written consent procedures. For example, a meeting date is publicly announced well in advance, giving all stockholders a chance to express their views and cast votes, and action is not effective until such stockholder meeting has occurred and all stockholder votes are counted. Stockholders also have greater ability in a meeting framework to change their mind and their votes prior to action being effective. Complete information about the proposed stockholder action is widely distributed beforehand through proxy statement materials, facilitating open and informed discussion prior to and in connection with the meeting. The meeting process also gives the Board time to analyze and provide a recommendation on the proposal and promotes well informed decision-making by stockholders and directors. | ● | Written Consent Rights May Disenfranchise Stockholders and Have Other Potentially Negative Consequences.Unlike a stockholder meeting, the written consent process does not guarantee that all stockholders are informed of the proposed action or can participate in the decision. Under written consent mechanisms contemplated by the proposal, holders of a bare majority of eBay shares outstanding could disenfranchise other stockholders by taking significant corporate action without giving the remaining stockholders prior notice of their intended action. Moreover, action by written consent could impose significant financial and administrative burdens on the Company and may be used to promote actions that are not in the best long-term interests of all stockholders. | ● | eBay’s Responsiveness to Stockholders and Commitment to Good Governance Make New Written Consent Rights Unnecessary.The ability to act by written consent is unnecessary because eBay’s robust stockholder engagement program and its commitment to best practices in corporate governance make the Company highly responsive to stockholder priorities and concerns. Throughout the year, eBay’s Board and management meet with all types of stockholder groups to get feedback and regularly incorporate feedback into business and governance decisions. | | By way of example, partly in response to feedback received from investors, eBay recently refreshed its Board membership to include investor-recommended nominees, instituted eBay’s first-ever dividend program, expanded return of capital through disciplined stock buybacks, conducted strategic portfolio reviews that remain underway, regularly reviews its operations, scaled its growth initiatives, committed to focusing on increasing volume, revenues, margins and cash flow while continuing to invest in long-term profitable growth, re-organized its executive leadership team and launched other important strategic and business initiatives. |
Table of those Committees. Directors with an interest and backgroundContents Stockholder Proposal / Board Statement in technology who meet regularly with our senior technologists and report significant mattersOpposition Another example of eBay’s responsiveness to stockholder views relates to the special meeting ownership threshold. Given the 2018 vote in which a majority of stockholders supported eBay’s 25 percent special meeting threshold with a meaningful minority having other views, eBay reached out to engage stockholders representing more than 55 percent of our outstanding shares to determine the prevailing stockholder views on the issue. These perspectives led the Board doto propose lowering the threshold to 20 percent at last year’s annual meeting. The overwhelming stockholder approval of the proposal reflected the Board’s collaborative approach, and during that outreach process, stockholders did 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 | |
Compensation Of Directors |2016 Director Compensation Table
2016 Director Compensation Table
The following table and footnotes summarizerequest that 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 | |
company implement a written consent right. (1)● | Mr. Green was appointedeBay has Strong Corporate Governance Practices.Our continual engagement with stockholders referred to above complements the Board on June 21, 2016.eBay’s good-governance practices, which include the following: |
(2)✓ | In connectionProxy Access for Director Nominations – Eligible stockholders can include their own nominees for the Board in our proxy statement and ballot in accordance with our bylaws. | ✓ | Annual Election of Board of Directors – All eBay directors are elected annually by the non-employee director’s servicestockholders. | ✓ | Majority Voting for Election of Board of Directors – eBay has a majority voting standard for election of directors in uncontested elections. | ✓ | Stockholder Rights to Amend Bylaws – eBay stockholders have the Company, the non-employee director was granted restricted stock units.ability to propose and enact binding amendments to eBay’s bylaws in addition to non-binding proposals for bylaw amendments. | ✓ | Majority Voting for Charter and Bylaw Amendments – eBay has no supermajority voting provisions; stockholders can approve charter and bylaw amendments with a majority vote. | ✓ | Independent Board Leadership – The numberroles 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%Chair of the restricted stock units vest on the earlier of: (i) the one-year anniversaryBoard and CEO are separate at eBay. The Chair of the dateBoard is an independent director, as are all chairs of grant or (ii)Board committees. | ✓ | Active Board Oversight on Strategy, Sustainability and Risk with Regular Board Refreshment – The Board is actively engaged in decisions regarding corporate strategy and sustainability-related initiatives (including eBay Impact and our transparency towards ESG-focused investors) and oversight of our integrated risk management program. Since 2016 through the dateend of 2019, five new independent directors joined 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.Board, adding complementary and relevant skillsets, leadership and diversity. |
Compensation Of Directors |Concluding Statement2016 Director Compensation Table In summary, a written consent right is unnecessary given eBay’s strong governance practices and procedural safeguards for stockholders, such as special meeting rights, and its robust communication with stockholders and responsiveness. Moreover, the proposal’s lack of procedural protections could lead to an unfair process to push through major corporate changes without an opportunity for all stockholders to participate.
| Fees Earned or Paid in Cash (Column (b)) The Board of Directors recommends a vote AGAINSTthis proposal. |
The amounts reported inUnless you specify otherwise, the Fees Earned or Paid in Cash column reflectBoard intends the cash fees earned by each non-employee director in 2016, which includes fees with respectaccompanying proxy 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 |be voted against this item.2016 Director Compensation Table
88 | Stock Awards (Column (c))
| | / 2020 Proxy Statement |
The amounts reported in the Stock Awards column reflect the aggregate grant date fair valueTable of RSU awards granted in 2016. The grant date fair value of each RSU award was calculated using the fair value of our common stock on the 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 with a value of $220,000 on such date. Such RSUs become fully vested upon the earlier of (i) the first anniversary of the grant date, and (ii) the first annual meeting of the stockholders 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 of the premiums paid by eBay for health insurance coverage for the benefit of Mr. Omidyar. Other than this benefit, the Company provides no other reportable compensation or benefits to non-employee directors.
Equity Compensation Plan InformationContents
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, 2016.2019. 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 | |
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 | | 28,680,055 | (1) | | $23.7542 | (2) | | 63,380,445 | (3) | Equity compensation plans not approved by security holders | | — | | | — | | | — | | Total | | 28,680,055 | | | $23.7542 | | | 63,380,445 | |
| | (1) | Includes (a) 42,642,77426,128,917 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) 4,867,352761,031 shares of our common stock issuable pursuant to stock options under our 2008 Plan and our terminated plans, and (c) 259,632207,179 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 19,647,0698,649,248 shares of our common stock reserved for future issuance under our Employee Stock Purchase Plan as of December 31, 2016.2019. |
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 May 1, 2020 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 2019 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) | | 59,540,552 | | 8.47 | % | BlackRock, Inc.(3) | | 50,454,664 | | 7.18 | % | Jamie J. Iannone | | 212 | | * | | Andrew J. Cring(4) | | 167,354 | | * | | Jae H. Lee(5) | | 347,985 | | * | | Peter B. Thompson(6) | | 3,573 | | * | | Kristin A. Yetto(7) | | 102,064 | | * | | Scott F. Schenkel(8) | | 584,477 | | * | | Devin N. Wenig(9) | | 275,923 | | * | | Fred D. Anderson Jr.(10) | | 42,684 | | * | | Anthony J. Bates(11) | | 34,687 | | * | | Adriane M. Brown(10) | | 14,166 | | * | | Jesse A. Cohn(10) | | 8,523 | | * | | Diana Farrell(10) | | 13,478 | | * | | Logan D. Green(10) | | 21,001 | | * | | Bonnie S. Hammer(10) | | 32,418 | | * | | Kathleen C. Mitic(10) | | 31,457 | | * | | Matthew J. Murphy(10) | | 12,872 | | * | | Pierre M. Omidyar(12) | | 32,933,858 | | 4.69 | % | Paul S. Pressler(10) | | 52,438 | | * | | Robert H. Swan(10) | | 306,799 | | * | | Thomas J. Tierney(13) | | 81,922 | | * | | Perry M. Traquina(10) | | 48,398 | | * | | All directors and executive officers as a group (23 persons)(14) | | 35,306,414 | | 5.02 | % |
| | * | 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. |
90 | | | / 2020 Proxy Statement |
Table of Contents Security Ownership of Certain Beneficial Owners and Management | Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of May 1, 2020 and restricted stock units (“RSUs”) that are scheduled to vest within 60 days of May 1, 2020 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 702,677,948 shares of common stock outstanding as of May 1, 2020. | | | (2) | The Vanguard Group and its affiliates and subsidiaries have beneficial ownership of an aggregate of 59,540,552 shares of the Company’s common stock. The Vanguard Group has sole power to vote 1,210,900 shares of the Company’s common stock, shared power to vote 261,889 shares of the Company’s common stock, sole power to dispose of 58,148,626 shares of the Company’s common stock and shared power to dispose of 1,391,926 shares of the Company’s common stock. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. | (3) | BlackRock, Inc., and its affiliates and subsidiaries have beneficial ownership of an aggregate of 50,454,664 shares of the Company’s common stock. BlackRock, Inc. has sole power to vote 42,065,102 shares of the Company’s common stock and sole power to dispose of 50,454,664 shares of the Company’s common stock. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. | (4) | Excludes 1,118Mr. Cring is our Interim Chief Financial Officer. Includes 29,738 shares Mr. Cring has the right to acquire pursuant to outstanding options exercisable within 60 days of May 1, 2020, and 14,236 RSUs that are scheduled to vest within 60 days of May 1, 2020. | (5) | Mr. Lee is our Senior Vice President, International. Includes 8,319 shares Mr. Lee has the right to acquire pursuant to outstanding options exercisable within 60 days of May 1, 2020, and 15,621 RSUs that are scheduled to vest within 60 days of May 1, 2020. | (6) | Mr. Thompson is our Senior Vice President, Chief Product Officer. Includes 3,573 RSUs that are scheduled to vest within 60 days of May 1, 2020. | (7) | Ms. Yetto is our Senior Vice President, Chief People Officer. Includes 11,441 RSUs that are scheduled to vest within 60 days of May 1, 2020. | (8) | Mr. Schenkel served as our Interim Chief Executive Officer from September 24, 2019 until Mr. Iannone’s appointment on April 27, 2020. Includes 182,230 shares Mr. Schenkel has the right to acquire pursuant to outstanding options exercisable within 60 days of May 1, 2020, and 21,632 RSUs that are scheduled to vest within 60 days of May 1, 2020. | (9) | Mr. Wenig’s employment with the Company was terminated on September 24, 2019. | (10) | Includes 6,872 RSUs that are scheduled to vest within 60 days of May 1, 2020. | (11) | Includes 140 shares owned through a trust and 6,872 RSUs that are scheduled to vest within 60 days of May 1, 2020. | (12) | Mr. Omidyar is our founder and a member of our Board. Includes 34,000 shares held by his spouse. | (13) | Includes 9,621 RSUs that are scheduled to vest within 60 days of May 1, 2020. | (14) | Includes 223,293 shares subject to options in each case, issuedexercisable within 60 days of May 1, 2020, and outstanding pursuant175,441 RSUs scheduled to equity compensation plans assumed by us in acquisitions. Asvest within 60 days 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.May 1, 2020. |
Table of Contents Questions and Answers aboutAbout the Proxy Materials and our 2017Our 2020 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 20172020 Annual Meeting, which will take place on May 18, 2017.June 29, 2020. 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 weWe mailed the Notice of Internet Availability of Proxy Materials (“Notice”) to our stockholders.stockholders on or around May 20, 2020. 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 20162019 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 andor 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 electronicallyemail 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 | | The Board’s Voting Recommendation | | Page Reference (For more detail) | 1 | Election of 13 directors named in this Proxy Statement | | | FOReach nominee named in this Proxy Statement | | 3 | 2 | Ratification of Appointment of Independent Auditors | | | FORthe ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2020 | | 39 | 3 | Say-on-Pay: Advisory Vote to Approve Named Executive Officer Compensation | | | FORthe approval, on an advisory basis, of the compensation of our named executive officers | | 45 | 4 | Stockholder Proposal Regarding Right to Act by Written Consent, if properly presented | | | AGAINSTthe proposal regarding stockholders’ right to act by written consent | | 86 |
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. 92 | | | / 2020 Proxy Statement |
Table of Contents Questions and Answers About the Proxy Materials and Our 2020 Annual Meeting How many shares are entitled to vote?
Each share of eBay common stock outstanding as of the close of business on March 20, 2017,May 11, 2020, the record date, is entitled to one vote at the Annual Meeting. At the close of business on March 20, 2017, 1,079,284,521May 11, 2020, 702,678,700 shares of 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,May 11, 2020, 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 requested to receive printed proxy materials, eBay has sent you a proxy card for you to use. You may also
Questions and Answers about the Proxy Materials and our 2017 Annual Meeting
● | 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 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 printed copies of the proxy materials, eBay has sent you a proxy card for you to use to direct the 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. You may also vote these shares by attending the Annual Meeting. If you do not wish to vote 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, 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. |
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 also invited to attend 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 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 ofMay 11, 2020. Only stockholders of record prioror beneficial owners as of May 11, 2020 can vote, ask questions, or make comments. To join as a stockholder, you must go to admittancewww.virtualshareholdermeeting.com/EBAY2020(“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 start time of 8:00 a.m. Pacific Time, June 29, 2020, to ensure you can connect. If you have difficulty with the Meeting Website, please call 1-800-586-1548 (US) or 1-303-562-9288 (International) for technical assistance. A recording of the Annual Meeting. 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 attend the Annual Meeting the event will be made available via webcast on our investor relations website athttps://investors.ebayinc.com, and the webcast will be archived for a period ofat least 90 days following the date of the Annual Meeting. Since seatingYou may be limited, admissionfind a link to the Annual Meeting will be on a first-come, first-served basis.it athttp://investors.ebayinc.com. How 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 mailtelephone or telephonemail pursuant to instructions provided on the proxy card.
Table of Contents Questions and Answers About the Proxy Materials and Our 2020 Annual Meeting 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).
● | 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 (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 to act by written consent.
● | the ratification of the appointment of independent auditors; | ● | the advisory vote to approve named executive officers’ compensation; and | ● | the stockholder proposal regarding right to act by written consent. |
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 abstention will not have any effect on the advisory vote.
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. 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 nordirectors. 94 | | | / 2020 Proxy Statement |
Table of Contents Questions and Answers About the advisory vote on the frequency of the advisory vote to approve named executive officers compensation. Proxy Materials and Our 2020 Annual Meeting 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 selectionappointment of PricewaterhouseCoopers LLP as our independent registered public accounting firmauditors for 2017.2020. Accordingly, we encourage you to vote promptly, even if you plan to attend the Annual Meeting. | | | | | | | | | PROPOSALProposal
| | VOTING
OPTIONSVoting Options | | VOTE REQUIRED TO
ADOPT THE PROPOSALVote Required to Adopt the Proposal | | EFFECT OFEffect of
ABSTENTIONSAbstentions | | EFFECT OFEffect of Broker
BROKERNon-votes*
NON-VOTES*
| Election of 1213 director nominees named in this Proxy Statement | | For, against or abstain on each nominee | | A nominee for Directordirector will be elected if the votes cast for such nominee exceed the votes cast against such nominee.nominee | | No effect | | 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 at the Annual Meeting in person or by proxy and entitled to vote thereon.thereon | | Treated as votes against | | No effectBrokers have discretion to vote | Advisory vote on the frequency with which the advisory vote to approve named executive 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 | | 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 at the Annual Meeting in person or by proxy and entitled to vote thereon.thereon | | Treated as votes against | | Brokers have discretion to voteNo effect | Stockholder proposal regarding right to act by written consent, if properly presented | | 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.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-electionelection 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 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 the voting results in a Current Report on Form 8-K subsequent to 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., a professional proxy solicitation firm, to aid in the solicitation of proxies. eBay expects that it will pay D.F. King its customary fees, estimated not to 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 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 the Notice to beneficial owners;
Forwarding printed proxy materials to beneficial owners who specifically request them; and
Obtaining beneficial owners’ voting instructions.
● | forwarding the Notice to beneficial owners; | ● | forwarding printed proxy materials to beneficial owners who specifically request them; and | ● | 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.
Table of Contents Questions and Answers About the Proxy Materials and Our 2020 Annual Meeting 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 20182021 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.January 20, 2021. Your proposal must comply with the procedures and requirements set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. Your proposal should be sent via registered, certified or express mail to our Corporate Secretary at our principal executive office (2025 Hamilton Avenue, San Jose, California 95125); no facsimile submissions will be accepted. A stockholder proposal or a nomination for director that is received after this date will not be included in our proxy materials, but will otherwise be considered at the 20182021 Annual Meeting of Stockholders so long as it is submitted to our Corporate Secretary at our principal executive office no earlier than January 18, 2018March 1, 2021 and no later than February 17, 2018March 31, 2021 and otherwise in accordance with our Bylaws. bylaws. Our Bylawsbylaws 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 Bylawsbylaws 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 20182021 Annual Meeting of Stockholders must be received by the Corporate Secretary at the above address notno earlier than the close of business on January 18, 2018March 1, 2021 and notno later than close of business on February 17, 2018.March 31, 2021. 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 Bylawsbylaws may preclude presentation and consideration of the matter or nomination of the applicable candidate for election at the 20182021 Annual Meeting of Stockholders. Our Bylawsbylaws 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, 2019 and can be viewed by visiting our investor relations website athttps://investors.ebayinc.com/sec.cfmfinancial-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 our proxy materials for the Annual Meeting on the Internet and vote your shares; and | ● | instruct us to send our future proxy materials to you electronically by email. |
View our proxy materials for the Annual Meeting on the Internet and vote your shares; and
Instruct us to send our future proxy materials to you electronically by email
Our proxy materials are also available on our investor relations website athttps://investors.ebayinc.com/annuals.cfmfinancial-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.cfmfinancial-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.comor contact eBay Investor Relations by mail at 2025 Hamilton Avenue, San Jose, California 95125 or atir@ebay.comor 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. 96 | | | / 2020 Proxy Statement |
Table of Contents Questions and Answers About the Proxy Materials and Our 2020 Annual Meeting 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 or atir@ebay.comor 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.
Other MattersTable of Contents
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, 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 SecretarySecretary
March 31, 2017May 20, 2020
Copies of this Proxy Statement and our annual report for the year ended December 31, 20162019 are available by visiting our investor relations website athttps://investors.ebayinc.com/annuals.cfmfinancial-information/annual-reports/default.aspx. This proxy statement will also be available in interactive form athttps://www.iiwisdom.com/ebay-2017. 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.com95125.. 98 | | | / 2020 Proxy Statement |
Table of Contents 2025 Hamilton Avenue San Jose, California 95125 http://investors.ebayinc.com
ebaytmTable of Contents
2025 HAMILTON AVENUE
SAN JOSE, CA 95125
VOTE BY INTERNET Before The Meeting- Go towww.proxyvote.com
Use 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 28, 2020. 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. During The Meeting
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS- Go to
If you would like to reducewww.virtualshareholdermeeting.com/EBAY2020 You 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 electronicallymeeting 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, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years. the box marked by the arrow available and follow the instructions. VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 17, 2017.June 28, 2020. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, 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. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:E23818-P88867KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | | | | D17474-P41206 | | KEEP THIS PORTION FOR YOUR RECORDS | | | | | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
EBAY INC.
The Board of Directors recommends that you vote “FOR”"FOR" each of the Board of Directors’Directors' nominees below:
Proposal 1 -Election of 1213 director nominees named in the proxy statement. Nominees: | | For | | Against | | For Against Abstain | 1a. | | Anthony J. Bates | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1b. | | Adriane M. Brown | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1c. | | Jesse A. Cohn | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1d. | | Diana Farrell | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1e. | | Logan D. Green | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1f. | | Bonnie S. Hammer | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1g. | | Jamie Iannone | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1h. | | Kathleen C. Mitic | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1i. | | Matthew J. Murphy | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1j. | | Pierre M. Omidyar | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1k. | | Paul S. Pressler | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1l. | | Robert H. Swan | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1m. | | Perry M. Traquina | | ☐ | | ☐ | | ☐ |
1a. Fred D. Anderson Jr.The Board of Directors recommends you vote "FOR" proposal 2 below: | | For | | Against | | Abstain | 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. | | ☐ | | ☐ | | ☐ | | | | | | | | The Board of Directors recommends you vote "AGAINST" proposal 4 below: | | For | | Against | | Abstain | Proposal 4 - | | Stockholder proposal regarding written consent, if properly presented. | | ☐ | | ☐ | | ☐ | | | | | | | | | | NOTE:Such other business as may properly come before the meeting or any continuation or adjournment thereof. | | | | | | |
1b. Edward W. Barnholt1c. Anthony J. Bates1d. Logan D. Green1e. Bonnie S. Hammer1f. Kathleen C. Mitic1g. Pierre M. Omidyar1h. Paul S. Pressler1i. Robert H. Swan1j. Thomas J. Tierney1k. Perry M. Traquina1l. Devin N. WenigThe Board of Directors recommends you vote “FOR” proposal 2 below:Proposal 2 - Advisory vote to approve named executive officer compensation.For Against AbstainThe Board of Directors recommends you vote “Every year” on proposal 3 below:Every Year Every 2 Years Every 3 Years AbstainProposal 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 AbstainProposal 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: 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.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. If this proxy is signed and returned, it will be voted in accordance with your instructions. | | | | | Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature (Joint Owners) | Date |
Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date
V.1.1Table of Contents
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 SOLICITED BY THE BOARD OF DIRECTORS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2017
The undersigned hereby appoints DEVIN N. WENIG, SCOTT F. SCHENKEL and MARIE OH HUBER, 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 on Thursday, May 18, 2017, 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 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, 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 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
eBay Inc. PROXY SOLICITED BY THE BOARD OF DIRECTORS NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 29, 2020 The undersigned hereby appoints JAMIE IANNONE, ANDY CRING and MARIE OH HUBER, 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/EBAY2020, on Monday, June 29, 2020, at 8:00 a.m., Pacific Time 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 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, FOR PROPOSALS 2 AND 3, AND AGAINST PROPOSAL 4, 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 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 |
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