Performance Measures
| | FX-neutral revenue(1)selection.
Performance Measures | FX-neutral revenue(1)— weighted 50% of award opportunity with a payout range of 0% to 200% of target (50% at threshold, 100% at target and 200% at maximum performance) Non-GAAP operating margin dollars(2) — weighted 50% of award opportunity with a payout range of 0% to 200% of target (50% at threshold, 100% at target and 200% at maximum performance) Return on invested capital (modifier)— can modify awards earned based on FX-neutral revenue and Non-GAAP operating margin up or down by as much as 20% Payments (modifier)(3)— had the ability to adjust the total modification upwards to a maximum modification of 65% and downwards to a maximum of negative 60% | 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. Starting in 2018, we added the Payments Modifier to the PBRSU Program design. The Payments Modifier was used in the 2019-2020 performance cycle 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 Managed Payments initiative to the Company’s success generally, as well as the priority placed on this initiative in the Company’s operational strategy for 2019 and 2020, our Compensation Committee determined that payout of PBRSUs should be subject to achievement in growing the use of our intermediation platform, as well as our existing Company financial performance metrics. The 2020-2021 PBRSUs do not contain a Payments Modifier as we believe, given the success and growth of the platform, that the other metrics will now accurately capture the performance of the Managed Payments initiative. | 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. |
Plan Mechanics and Targets.58 ebay The two-year performance targets are generally set in a manner consistent with the current year budget/ 2021 Proxy Statement
Compensation Discussion and multi-year strategic plan. Analysis / Executive Compensation Calculation Mechanics 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.above. If the minimum performance threshold for either FX-neutral revenue or non-GAAP operating margin dollars is not met, then no shares are awarded for that performance measure. At the time the performance targets were set, the target goals were designed to be achievable with strong management performance, while the maximum goals were designed to be very difficult to achieve. The following chart shows the minimum, target, and maximum payout percentage for FX-neutral revenue and non-GAAP operating margin dollars:
| | | | | | | | | | | | | | | | | | | Minimum | | Target | | Maximum | FX-neutral revenue | | | | 25 | % | | | | 50 | % | | | | 100 | % | Non-GAAP operating margin dollars | | | | 25 | % | | | | 50 | % | | | | 100 | % |
The number of shares awarded is determined by comparing our actual performance for FX-neutral revenue and non-GAAP operating margin dollars over the performance period against the minimum, target, and maximum performance levels and converting the result into a payout percentage. The FX-neutral revenue and non-GAAP operating margin dollars measures are then added together and this total is multiplied by the third measure, return on invested capital, with the modification multiplier determined in accordance with the table below:
| | | | | | | | | | | | | | | | | | | Minimum | | Target | | Maximum | Return on invested capital (modifier) | | | | 80 | % | | | | 100 | % | | | | 120 | % |
The target award is multiplied by the percentage resulting from this calculation to determine the actual number of PBRSUs awarded. The Compensation Committee 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. Shares that vest under The 2019-2020 PBRSU performance cycle reflected the impact of the Payments Modifier, which provided the possibility of a maximum payout of 330%. The 2020-2021 PBRSU awards aredo not include a Payments Modifier which means awards will range from 0% to 240% of the initial grant, based on eBay’s FX-neutral revenue, non-GAAP operating margin dollars, and return on invested capital for the two-year performance period.grant.  
FX-neutral revenue Payout (50% - 200%) x .5 + Non-GAAP operating $ margin Payout (50% - 200%) x .5 Modifier (80% - 120%) = Total Payout % (0% - 240%)* Total Payout % Target Shares Awarded = Total Shares Earned (subject to additional vesting periods) * The potential range of modification for the 2019-2020 PBRSU performance cycle was 40% to 165% due to the inclusion of the Payment Modifier, which provided for a possible payout range of 0% to 330%. 2020-2021 PBRSU Timeline 
March 15 50% vesting for all NEOs except CEO and CFO March 15 100% vesting for CEO and CFO 50% vesting for all other NEOs 2020-2021 Performance Period 2020 2021 2022 2023 2024 www.ebayinc.com Time-based RSUs59 Executive Compensation / Compensation Discussion and Analysis 2019-2020 PBRSU Cycle Performance and Shares Earned As discussed in the Executive Summary above, each executive officer receives a portion of his or her equity award as a grant of RSUs that vest over a four-yearthe Company’s financial performance during the 2019-2020 performance cycle was extraordinary. The following graphic illustrates the payout calculation for the 2019-2020 PBRUSs based on performance above maximum for both the Revenue and Operating Margin measures, and upward modification under both the Return on Invested Capital modifier and the Payments Modifier: 
FX-neutral revenue (200% x .5) = 100% Non-GAAP operating Payout % (200% x .5) = 100% = 200% Modifier Adjustment % (ROIC + Payments) = 158% Total Payout % 316% For the 2019-2020 performance period, subjectactual awards under the PBRSU Program could range from 0% 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%330% of the initial grant of time-based RSUs vesttarget awards. Based on the first anniversaryCompany’s financial performance during the 2019-2020 performance period, the PBRSU payout percentage was 316% of target and our NEOs received the date of grant and the remainder vest on the quarterly schedule. This change is aligned with the current market practices of many companies in our peer group and will help enable the Company to remain competitive in attracting talent.following awards: Name | Percentage of Target | Target
Shares | Shares
Awarded for
2019-2020 Performance Cycle | Vesting Schedule | | Mr. Iannone* | N/A | N/A | N/A | N/A | | Mr. Cring** | N/A | N/A | N/A | N/A | | Mr. Lee | 316% | 91,080 | 287,813 | 50% on March 15, 2021; 50% on March 15, 2022 | | Mr. Thompson | 316% | 59,729 | 188,744 | 50% on March 15, 2021; 50% on March 15, 2022 | | Ms. Yetto*** | 316% | 106,891 | 337,776 | N/A |
| * | Due to his hire date, Mr. Iannone did not receive a grant for the 2019-2020 PBRSU performance period. |
Annual Cash Incentive Awards (the eBay Incentive Plan (eIP))
| ** | Mr. Cring is not eligible for our PBRSU program due to his position as VP. |
| *** | Ms. Yetto departed the Company in March 2021. In accordance with the terms of the Ms. Yetto’s offer letter agreement, her 2019-2020 PBRSU award was deemed earned prior to her separation date using actual Company performance, and such shares were paid to her in a cash lump sum using certain value assumptions. |
In accordance with the terms of Mr. Schenkel’s offer letter agreement, his 2019-2020 PBRSU award was deemed earned prior to his separation date assuming achievement of target performance, and such shares were paid to him in a cash lump sum using certain value assumptions. In accordance with our Standard Severance Plan, for the 2019-2020 PBRSU performance period, Ms. Jones received a cash payment equal to 50% of the earned shares based on actual Company performance. Please see discussion below under Severance and Change in Control Arrangements with Executive Officers and Clawbacks. 60 ebay / 2021 Proxy Statement Compensation Discussion and Analysis / Executive Compensation 2020 Annual Cash Incentive Awards (eIP) Plan Design and Performance Period. The eBay Incentive Plan (“eIP”)eIP is a broad-based short-term cash incentive plan. The Compensation Committee has set an annual performance period under the plan. The plan is designed to support a tight link between
In the first quarter of the year, the Compensation Committee approves Company performance measures based on business criteria and any incentive payouts. The annual cash incentives payable for 2016 had both a FX-neutral revenue threshold and a non-GAAP net income minimumtarget levels of performance. After the end of each year, the Compensation Committee approves the actual performance threshold. Unless both of these minimum performance thresholds are met, there is no incentive payout. If both minimum performance thresholds are met,against the Company uses total non-GAAP net incomefinancial performance measures to determine the payout percentage of the Company financial performance componentfor that portion of the annual cash incentive. Additionally, if the minimum performance thresholds are met, 75% of executive officers’ payouts under the plan are based on the Company’s performance as described above. To facilitate differentiation based on individual performance, the remaining 25% of awards are based on individual performance. As discussed in more detail below, the Compensation Committee considers many factors in determining the CEO’s individual performance, but does not assign specific weighting to these factors. The CEO partners with the Compensation Committee to similarly assess the individual performance of the other executive officers. In circumstances where the Company’s financial performance is above its minimum performance threshold but below the target performance threshold, a modifier is applied to the individual performance component to reduce it proportionately based on the Company financial performance component. For example, if the Company exceeded the FX-neutral revenue minimum performance threshold but total non-GAAP net income was 90% of the target performance threshold, then the individual performance component would be calculated as follows: target incentive amount x 25% x individual performance score x 90%. The maximum payout for both the Company financial performance and the individual performance components of the annual incentive plan is 200% of target.
Compensation Discussion and Analysis |Elements of Our Executive Compensation Programplan.
Performance Measures and Rationale.Rationale The following table provides information on the Company performance measures set in 20162020 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-GAAPnon-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. | Individual measure
| | 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 itsthe 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. |
Plan Mechanicswww.ebayinc.com 61
Executive Compensation / Compensation Discussion and Targets.Analysis In the first quarter of the year, the Compensation Committee approves Calculation Mechanics The plan is designed to support a tight link between 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. any incentive payouts. The Compensation Committee also assesses annual cash incentives payable for 2020 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 award opportunities against data from public filings of our peer group companies and general industry data for comparable technology companies thatpayout. If both minimum performance thresholds 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 againstmet, the Company financial performance measuresuses total non-GAAP net income to determine the payout percentage for that portionof the Company financial performance component of the annual cash incentive plan. (from 50% at threshold to 200% for maximum performance). When the minimum performance thresholds are met, 75% of executive officers’ payouts under the plan are based on the Company’s performance as described above and, 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. Consistent with our commitment to aligning executive compensation with Company performance, in circumstances where the Company’s financial performance is above its minimum performance threshold and below the target performance threshold, a modifier is applied to the individual performance component to reduce it proportionately based on the Company financial performance component. For example, if the Company exceeded the FX-neutral revenue minimum performance threshold and total non-GAAP net income was 90% of the target performance threshold, then the individual performance component would be reduced by 10%. The maximum payout for both the individual performance component of the annual incentive plan is 200% of target. Individual Performance 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, along with the score card evaluation and makes a subjective determination of the level of individual performance and payouts for each of those executive officers. In addition, the Compensation Committee (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 In addition, as described above, when the year. Increases generally become effective on or around April 1stCompany fails to achieve target performance, a downward modifier is applied to individual performance regardless 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 includedindividual goal achievement 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 2016order to take a more holistic approach to assessing performance.
against2020 Performance and Payouts
We discuss 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 the Company 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, 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 began to deliver on its commitment to drive the best choice, the most relevance, and the most powerful selling platform. At the same time, Mr. Wenig and his leadership team focused on building a values-based culture that is inventive, bold, courageous, diverse and inclusive.
In addition, the Compensation Committee considered retention concerns as well as the total value of each NEO’s unvested equity awards. Based on its assessment, the Compensation Committee approved individual compensation arrangements for each NEO based on the factors and guidelines described above and in this section.
| Determining 2016 Target Compensation for our CEO
|
The Compensation Committee takes a multi-year view of Mr. Wenig’s total compensation, with the objective of rewarding his leadership of the Company and tying his compensation to Company results and stock price performance. In doing so, the Compensation Committee has sought to focus Mr. Wenig’s attention on the longer-term performance of the Company.
The Compensation Committee considered many factors in setting the various components of Mr. Wenig’s compensation, including the factors set forth below. In evaluating performance against these factors, the Compensation Committee assigned no specific weighting to these factors and it evaluated individual performance in a holistic manner.
Providing leadership and vision to improve eBay’s position as a leading ecommerce player
Execution against the Company’s long-term strategic plan to drive the best choice, the most relevance, and the most powerful selling platform
Driving innovation and execution across eBay
Performance against target financial goals and operating goals including initiatives related to structured data, the shopping experience, mobile applications, and shipping
Building an excellent executive management team and a values-based culture that is inventive, bold, courageous, diverse, and inclusive to enable eBay to attract and retain top talent
Compensation Discussion and Analysis |Compensation Decisions for 2016
The Compensation Committee also reviewed and approved the salary, target annual cash incentive award, and target value of equity awards for our CEO considering available market data as well as Company and individual performance.
The Compensation Committee determined that Mr. Wenig’s base salary and target annual cash incentive award remained competitive without an increase and that his overall cash compensation was consistent with creating an ownership culture by focusing his compensation mix on equity rather than cash.
In determining Mr. Wenig’s 2016 equity award, the Compensation Committee recognized the strength of Mr. Wenig’s leadership team, his focus on shaping eBay’s culture to embrace innovation, risk-taking and 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. |
| Breakdown of 2016 Compensation for our CEO
|
The following chart shows the breakdown of reported 2016 compensation for Mr. Wenig. This chart illustrates the predominance of equity incentives and performance-based components in our executive compensation program.
DEVIN WENIG
Compensation Discussion and Analysis |Compensation Decisions for 2016
| Summary of Target Value of Equity Awards, Target Cash Incentive Award, and Salary for other NEOs
|
The Compensation Committee considered many factors in approving the various components of the other NEOs’ compensation, including the factors set forth below. In evaluating performance against these factors, the Compensation Committee assigned no specific weighting to these factors and it evaluated individual performance in a holistic manner.
Performance against target financial results for the NEO’s business unit or function
Defining business unit or function strategy and executing against relevant goals
Recognition of the interconnection between the eBay business units and functions and the degree to which each executive supported and drove the success of other business units or functions and the overall business
Organization development, including hiring, developing, and retaining the senior leadership team of the business unit or function
Achievement of strategic or operational objectives, including control of costs
Driving innovation and execution for the business unit or function
The Compensation Committee reviewed and approved the target value of equity awards, target annual cash incentive award, and salary for our NEOs based on available market data as well as Company and individual performance.
The Compensation Committee determined that the target annual cash incentive award and base salary for our other NEOs remained competitive without an increase and that their overall cash compensation was consistent with creating an ownership culture by focusing the compensation mix on equity rather than cash. The Committee determined equity awards based on delivery against business metrics, financial targets and Company-level leadership. The decreases in the total target value of 2016 equity awards compared to 2015 equity awards for Mr. Schenkel and Mr. Lawton reflect the fact that each received equity awards in 2015 that recognized either a new position in the Company or a new hire grant.
The following chart shows the compensation arrangements for our other NEOs:
| | | | | | | | | | | | | | | | | | | | | | | | | NAME | | 2016 Base
Salary | | | Year-Over-Year Change for Base
Salary ($) | | | 2016 Target
Annual Cash
Incentive Award | | | Year-Over- Year Change for Target Annual Cash
Incentive Award ($) | | | 2016 Target
Value of
Equity
Awards* | | | Year-Over- Year Change
for Target
Value of
Equity
Awards ($) | | Scott Schenkel | | $ | 650,000 | | | | No Change | | | | 100 | % | | | No Change | | | $ | 6,000,000 | ** | | ($ | 2,000,000 | ) | Stephen Fisher | | $ | 625,000 | | | | No Change | | | | 75 | % | | | No Change | | | $ | 7,000,000 | *** | | $ | 3,500,000 | **** | Harry Lawton | | $ | 650,000 | | | | No Change | | | | 75 | % | | | No Change | | | $ | 3,500,000 | *** | | ($ | 2,500,000 | ) | Raymond Pittman | | $ | 580,000 | | | | n/a | | | | 75 | % | | | n/a | | | $ | 5,500,000 | *** | | | n/a | |
* | Allocated in accordance with the Company’s 2016 allocation: 60% PBRSUs and 40% RSUs. |
** For the PBRSU portion of the award, if performance targets are met, 100% of achieved portion of the award will vest on March 15, 2019.
*** For the PBRSU portion of the award, if performance targets are met, 50% of the achieved portion of the award will vest on March 15, 2018 and the remaining 50% of achieved portion of the award will vest on March 15, 2019.
**** Mr. Fisher had recently joined the Company at the time of his 2015 grant. As a result, Mr. Fisher’s 2015 grant was lower than typical due to the timing of this grant and his hire date. The target value of Mr. Fisher’s equity awards for 2016 reflects a full year of employment.
Compensation Discussion and Analysis |2016 Business Results
➌ 2016 Business Results
The following is a summary of the business results that directly affected 2016 executive compensation, including performance-based equity awards and annual cash incentive awards.
2015-2016 PBRSU Award
The following graphs show the goals and results achieved for the 2015-2016 performance period:
| | | | | Foreign-exchange neutral
(FX-neutral) revenue ($ billions) | | Non-GAAP operating margin
dollars ($ billions) | | Return on Invested Capital (%)
Modifier | | | |  | |  | |  |
The performance goals for the 2015-20162020 eIP performance period and corresponding performance results above in the Executive Summary. The financial performance goals were set in early 2015, before the impact of the completion of the Spin-Off of PayPal and the sale of eBay Enterprise were known. In early 2016, the Committee modified the performance goals for the 2015 component of the 2015-2016 performance period because the Committee determined that it was appropriate to adjust the performance goals to reflect the impact of the eBay Enterprise sale. The Committee also modified the non-GAAP operating margin performance goal, which was partially based on the Company’s pre-Spin-Off hedging strategy for the combined entity, to account for foreign-exchange rate impact and certain costs related to the Spin-Off of PayPal.
The targets for the 2015-2016 performance period were lower than the Company’s actual results for the 2014-2015 performance period. This is because the actual results for the 2014-2015 performance period included the performance of eBay, PayPal, and Enterprise for 2014, whereas the 2015-2016 targets were based solely on the performance of eBay.
Following the end of the performance period, as part of its review of the Company’s financial performance against the PBRSU targets and in accordance with its authority under the plan, the Committee considered whether the impact of any significant corporate events not contemplated at the time the targets were set should lead to an adjustment of any of the performance result. The Committee determined that it was appropriate to adjust the calculation of return on invested capital for 2016 to remove the impact of a non-cash deferred tax asset related to a legal structure realignment.
Compensation Discussion and Analysis |2016 Business Results
Actual awards under the PBRSU plan could range from 0% to 240% of the target awards. Based on the Company’s financial performance during the 2015-2016 performance period, the actual PBRSU awards were 126% of target and our NEOs received the following awards:
| | | | | | | | | | | | | Name | | Percentage of
Target | | Size of Award for 2015-2016
Performance Cycle | | Vesting Schedule | Devin Wenig | | | | 126 | % | | | | 282,494 | | | 100% on March 1, 2018 | Scott Schenkel | | | | 126 | % | | | | 196,426 | | | 100% on March 1, 2018 | Stephen Fisher | | | | 126 | % | | | | 91,711 | | | 50% on March 1, 2017; 50% on March 1, 2018 | Harry Lawton | | | | 126 | % | | | | 75,740 | | | 50% on March 1, 2017; 50% on March 1, 2018 | Raymond Pittman | | | | 126 | % | | | | 65,508 | | | 50% on March 1, 2017; 50% on March 1, 2018 |
| Annual Cash Incentive Awards
|
2016 Annual Cash Incentive Goals and Plan Performance.
The following graphs show the goals and results achieved for the 2016 performance period:
| | | FX-neutral revenue
($ billions)
| | Non-GAAP net income
($ billions)
| | |  | |  |
The performance goals for the 2016 performance period were set in early 20162020 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-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 2017,2021, 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. Theresults and made appropriate adjustments for two significant divestitures. Based on above-threshold performance for FX-neutral revenue and above-maximum performance for Non-GAAP net income, the Company financial performance component was certified by the Compensation Committee determined that it was appropriate to adjust non-GAAP net income to remove the impactat 200% of incremental interest expense from the Company’s 2016 offering of institutional and retail bonds and to eliminate the gain realized from de-designation of certain foreign exchange hedges related to the realignment of our legal structure in 2016.target for all NEOs. In addition, the
The Compensation Committee reviewed Mr. Wenig’sIannone’s performance for the purpose of determining the individual portion of his 20162020 annual cash incentive award, with input from the entire Board. The Compensation Committee didMr. Iannone’s offer letter provided that his 2020 annual cash incentive award would not assign fixed weightings to specific individual goals or performance criteria. Instead, it took a holistic view of performance during the yearbe prorated and the Company’s positioning for the future.would be at least $1,500,000. The Compensation Committee considered the strong financial results in 2016 and the solid positioningfactors listed above when assessing Mr. Iannone’s individual performance. Mr. Iannone’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%200% of target, and histarget. Mr. Iannone’s total earned annual incentive award for 20162020 including the Company financial component and the individual component, was 121.5%200% of target. Compensation Discussion and Analysis |Severance and Change In Control Arrangements with / Executive Officers and ClawbacksCompensation 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. Iannone based on his assessment of each NEO’s individualexecutive’s performance using the score card factors described above, which the Compensation Committee reviewed and approved in light of management’s strong performance in 2020 (as discussed above in the totalExecutive Summary). The earned annual incentive award for 2016 for each of our NEOs were paid at between 105.3% and 121.5% of targetfor 2020 was as follows:
| | | | | | | | | | | Name | | Annual Cash Incentive Target
as Percentage of Base Salary | | Annual cash Incentive Award for 2016 | Devin Wenig | | | | 200 | % | | | $ | 2,430,000 | | Scott Schenkel | | | | 100 | % | | | $ | 789,750 | | Stephen Fisher | | | | 75 | % | | | $ | 493,359 | | Harry Lawton | | | | 75 | % | | | $ | 513,094 | | Raymond Pittman | | | | 75 | % | | | $ | 457,837 | |
Name | Annual Cash
Incentive Target
as Percentage of Base Salary | Annual Cash
Incentive
Award for 2020 | | Company
Performance
Payout % | Performance
Payout as %
of Target | | Mr. Iannone | 200% | $4,000,000 | | 200% | 200% | | Mr. Cring | 55% | $ 515,308 | * | 200% | 200% | | Mr. Lee | 75% | $1,262,402 | | 200% | 174% | | Mr. Thompson | 65% | $ 863,750 | | 200% | 200% | | Ms. Yetto | 75% | $1,074,519 | | 200% | 200% | | Mr. Schenkel | 100% | $ 778,846 | ** | 200% | 200% | | Ms. Jones | 75% | $ 816,072 | *** | 200% | 175% |
| * | In accordance with Mr. Cring’s interim CFO letter agreement, Mr. Cring received a monthly performance bonus that is based on the difference of his annual target cash opportunity and the CFO position. In recognition that Mr. Cring served as interim CFO for the full 2020 fiscal year, the Compensation Committee approved an adjustment to the amount of the monthly performance bonuses for 2020 to recognize the actual Company financial component payout and actual individual bonus payout percentage under the eIP. These amounts are not included in the payout described above but are captured in the discretionary “Bonus” column of the Summary Compensation Table. |
| ** | In accordance with Mr. Schenkel’s offer letter agreement, 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 2020. Please see discussion below under Severance and Change in Control Arrangements with Executive Officers and Clawbacks. |
| *** | In accordance with our Standard Severance Plan, Ms. Jones’ eIP payout was based on the actual performance of the Company for the full year and target individual performance, but prorated for the time that she was employed during 2020. Please see discussion below under Severance and Change in Control Arrangements with Executive Officers and Clawbacks. |
www.ebayinc.com 63 Executive Compensation / Compensation Discussion and Analysis |  | Further Considerations for Setting Executive Compensation |
Role of Consultants in Compensation Decisions Pay Governance LLC (“Pay Governance”) serves as the Compensation Committee’s independent compensation consultant. It provides the 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 2020, Pay Governance provided a market overview of executive compensation, evaluated the Company’s peer group composition, evaluated compensation levels at the peer group companies, assessed and proposed equity and cash compensation guidelines for various executive job levels, assessed compensation for the Company’s executive officers, advised on the framework for the Company’s long-term incentive awards, and assessed Board compensation. Pay Governance also provided guidance to the Compensation 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. Risk Assessment of Compensation Policies and Practices We have assessed the compensation policies and practices for our employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company. This analysis was presented to the Compensation Committee, which agreed with this conclusion. Peer Group Considerations To set total compensation guidelines, we review market data of companies that are comparable to eBay and that we believe compete with eBay for executive talent, business, and capital. We review both specific data from peer group companies’ public filings and general industry data for comparable technology companies that are included in proprietary third party surveys. We believe that it is necessary to consider this market data in making compensation decisions to attract and retain talent. We also recognize that, at the executive level, we compete for talent against larger global companies, as well as smaller, non-public companies. To assess whether the peer group continues to reflect the markets in which we compete for executive talent, the 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: | · | 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. ➍64 Severanceebay / 2021 Proxy Statement
Compensation Discussion and Change In Control Arrangements with Analysis / Executive Officers and ClawbacksCompensation Our
The Compensation Committee evaluates the Company’s peer group on an annual basis. The peer group consisted of the following companies for 2020: 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. | |
For 2021, the Compensation Committee removed NortonLifeLock Inc. due to the sale of their enterprise security business in 2019 resulting in their smaller size. The Compensation Committee also added Walmart Inc. and Etsy Inc. to the peer group for 2021 due to the retail ecommerce sector increasingly becoming a talent competitor. www.ebayinc.com 65 Executive Compensation / Compensation Discussion and Analysis |  | Severance and Change in Control Arrangements with Executive Officers and Clawbacks |
The objective in creating theof 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 advance of the Spin-Off of PayPal
Severance Arrangements Outside a Change in 2015, we adopted the eBay Inc.Control The Company’s SVP and Above Standard Severance Plan and Summary Plan Description (the “Standard(“Standard Severance Plan”) and the eBay Inc. Change, which covers officers 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
|
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. FisherMessrs. Iannone, Thompson and Mr. PittmanLee participate, and prior to her termination Ms. Jones participated, in the Standard Severance Plan. For Mr. Iannone, the Standard Severance Plan also covers his resignation for good reason and provides enhanced benefits for the role of CEO. Further, in the event of a qualifying termination of Mr. Iannone under the Standard Severance Plan within two years of his hire date, his offer letter agreement provides for acceleration of certain of his new-hire equity awards above the normal acceleration provisions of the Standard Severance Plan.
Mr. Wenig,Cring participates in the Company’s VP Standard Severance Plan (“VP Severance Plan”), which also provides severance protection outside of a change in control period. In May 2020, the Compensation Committee approved enhanced severance protections for Mr. Cring in recognition of his responsibilities as the Interim CFO. Ms. Jones separated from the Company in December 2020, and was paid severance pursuant to the Standard Severance Plan. Details of Ms. Jones’ severance package are provided in the footnotes to the Executive Compensation Tables – Summary Compensation Table below. Neither Mr. Schenkel and Mr. Lawton do not participateor Ms. Yetto participated in the Standard Severance Plan. Mr. Wenig and Mr. SchenkelBoth entered into offer lettersletter agreements with the Company in 2014 in connection with their appointmentappointments to their current roles at the Company, whichleadership team around the time of the Company’s separation of PayPal Holdings, Inc (in 2014 and 2015, respectively). The offer letters provided for certain severance arrangements if they are respectively terminatedbenefits for a termination without cause or resignresignation for good reason not in connection with a change in control, and signif the applicable executive signed and dodid not revoke a waiver of claims against the Company. Mr. Lawton, whoSchenkel separated from the Company in June 2020, and was hired a few months beforepaid severance pursuant to his offer letter agreement. Details of Mr. Schenkel’s severance package are provided in the Spin-Offfootnotes to the Executive Compensation Tables – Summary Compensation Table below. Ms. Yetto separated from the Company in March 2021, and was paid severance pursuant to her offer letter agreement. Details of PayPal, does not participateher severance benefits are provided in Executive Compensation Tables—Potential Payments Upon Termination or Change in Control below. In addition to the benefits provided under the Standard Severance Plan, because hisunder the terms of Mr. Lee’s offer letter provided severance arrangements if he is terminated without cause or resigns for good reason notagreement 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 changeseparation payment in control, andthe event he signs and does not revoke a waiver of claims againstvoluntarily terminates his employment with the Company. Compensation Discussion and Analysis |Severance and Change In Control Arrangements with Executive Officers and Clawbacks
The following chart describes the severance benefits that each of our NEOs would receive if terminated outside ofSeverance Arrangements in Connection with a changeChange in control.Control
| | | | | | | | | | | | | Standard Severance Plan
Participants | | Mr. Wenig and
Mr. Schenkel
| | Mr. Lawton | Cash
Elements
| | Severance | | 1x salary and 1x target cash incentive award | | 2x salary and 2x target cash incentive award | | 1-1.5x salary and1-1.5x target cash incentive award(1) | | eIP | | Prorated payment for year in which termination occurs(2) | | Health Premium | | 2x the cost of 12 months of health insurance coverage | | No payment | | No payment | | Make Good Award | | Payment of any unpaid cash “make good” awards | | n/a | | Same as Plan | | | | Equity
Elements
| | Options and RSUs | | 100% acceleration of awards that would have otherwise vested within 12 months of termination date(3) | | PBRSUs | | 100% acceleration of awards that would have otherwise vested within 12 months of termination date(3)(4)(5) |
(1) | Mr. Lawton’s severance payment is equal to one and half times salary and one and half times target cash incentive award if his termination is after the one-year anniversary but before the second anniversary of the commencement of his employment. If his termination is after the second anniversary of the commencement of his employment, then his severance payment is equal to one times salary and one times target cash incentive award. |
(2) | For Mr. Wenig and Mr. Schenkel and Mr. Lawton, based only on actual performance with respect to the Company performance element for the full year. For Standard Severance Plan Participants, based on actual performance with respect to the Company performance element for the full year and target performance with respect to the Individual performance element. |
(3) | For Mr. Wenig, Mr. Schenkel and Mr. Lawton, the Company shall pay cash in lieu of accelerated vesting. For Standard Severance Plan Participants, the Company can elect to pay cash in lieu of accelerated vesting. The cash value of such unvested equity is determined using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to his or her termination date. |
(4) | For Standard Severance Plan Participants, this includes the actual amount of shares that would have been granted with respect to PBRSUs for performance periods completing on or before the first anniversary of the date of his or her termination. |
(5) | For Mr. Wenig, Mr. Schenkel and Mr. Lawton, this includes the target amount of shares with respect to PBRSUs for performance periods for which achievement has not yet been determined. |
| Severance Arrangements in connection with a Change in Control
|
The Company has not entered into any arrangements with any of its executive officers 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 VP or in a more senior position in connection with a change in control if a participant is terminated without cause or resigns for good reason and signs and does not revoke a waiver of claims against the Company. Mr. FisherMessrs. Iannone, Cring, Thompson and Mr. PittmanLee participate, and prior to her termination Ms. Jones participated, in the Change in Control Severance Plan. Mr. Wenig,
66 ebay / 2021 Proxy Statement Compensation Discussion and Analysis / Executive Compensation Neither Mr. Schenkel and Mr. Lawton do not participatenor Ms. Yetto participated in the Change in Control Severance Plan. Mr. Wenig and Mr. Schenkel entered intoTheir offer letters with the Company in 2014 in connection with their appointment to their current roles at the Company, whichletter agreements provided for change in control arrangementscertain severance benefits if they are respectivelywere terminated without cause or resignresigned 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 against the Company. Mr. Lawton, who was hired a fewninety days preceding or the twenty-four months before the Spin-Off of PayPal, does not participate in the Change in Control Severance Plan because his offer letter provided change in control arrangements if he is terminated without cause or resigns for good reason in connection withfollowing, a change in control, and signssigned and doesdid not revoke a waiver of claims against the Company.
The following chart describes
Please see Executive Compensation Tables—Potential Payments Upon Termination or Change in Control for further information regarding the severanceStandard Severance Plan, Mr. Cring’s benefits that eachunder the VP Severance Plan, the Change in Control Severance Plan and the relevant provisions of the offer letter agreements with certain of our NEOs would receive if they are terminated in connection with a change in control.NEOs. | | | | | | | | | | | | | Change in Control Severance
Clawbacks Plan Participants
| | Mr. Wenig and
Mr. Schenkel
| | Mr. Lawton | Cash
Elements
| | Severance | | 2x salary and 2x target cash incentive award | | eIP | | 1x target cash incentive award | | Prorated payment for year in which termination occurs(1) | | Prorated payment for year in which termination occurs(1) | | Health Premium | | 2x the cost of 24 months of health insurance coverage | | No payment | | No payment | | Make Good Award | | Payment of any unpaid cash “make good” awards | | n/a | | Same as Plan | | | | Equity
Elements
| | Options and RSUs | | 100% acceleration of awards(2) | | PBRSUs | | 100% acceleration of awards(2)(3) |
(1) | For Mr. Wenig and Mr. Schenkel and Mr. Lawton, based only on actual performance with respect to the Company performance element for the full year. For Change in Control Severance Plan Participants, based on target performance with respect to both the Company performance element and the Individual performance element. |
(2) | For Mr. Wenig, Mr. Schenkel and Mr. Lawton, the Company shall pay cash in lieu of accelerated vesting. For Change in Control Severance Plan Participants, the Company can elect to pay cash in lieu of accelerated vesting. The cash value of such unvested equity is determined using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to his or her termination date. |
(3) | This payment includes the target amount of shares subject to PBRSUs for performance periods for which achievement has not yet been determined. |
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 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. |
www.ebayinc.com 67 ➎ Further Considerations for Setting Executive Compensation
| Role of Consultants in Compensation Decisions
|
Pay Governance serves as the Compensation Committee’s independent compensation consultant. It provides the / 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.
| 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 CompensationReport
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. COMPENSATION COMMITTEE2020.
| | | | | | | | |  | |  | |  | |  | |  | Edward W. Barnholt
| | Anthony J. Bates
| | Bonnie S. Hammer
| | Kathleen C. Mitic
| | Thomas J. Tierney
Compensation Committee 
Anthony J. Bates Adriane M. Brown Logan D. Green Kathleen C. Mitic Paul S. Pressler 68 ebay / 2021 Proxy Statement Executive Compensation Tables |/ Executive Compensation 2016 Executive Compensation Tables 2020 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, 20162020 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal years ended December 31, 20152019 and 2014.2018. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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
($) | | Jamie Iannone(1) | 2020 | 673,077 | 3,500,000 | 26,586,624 | — | 4,000,000 | — | 76,138 | 34,835,839 | | Chief Executive | | | | | | | | | | | Officer | | | | | | | | | | | Andrew J. Cring | 2020 | 468,462 | 1,272,000 | 2,057,770 | — | 515,308 | — | 32,921 | 4,346,460 | Interim Chief Financial Officer | 2019 | 440,000 | 210,000 | 4,947,044 | — | 312,180 | — | 11,200 | 5,920,424 | | Jae Hyun Lee(2) | 2020 | 709,580 | — | 4,524,216 | — | 924,672 | — | 611,791 | 6,770,259 | | SVP, International | 2019 | 711,735 | — | 5,719,824 | — | 580,683 | — | 1,483,753 | 8,495,994 | | | 2018 | 653,238 | — | 4,648,404 | — | 367,814 | — | 357,376 | 6,026,832 | | Peter B. Thompson | 2020 | 664,423 | 1,750,000 | 4,112,662 | — | 863,750 | — | 34,873 | 7,425,708 | SVP, Chief Product Officer | 2019 | 240,385 | 3,500,000 | 7,852,346 | — | 182,031 | — | 9,615 | 11,784,377 | | Kristin A. Yetto | 2020 | 716,346 | — | 3,701,108 | — | 1,074,519 | — | 11,658 | 5,503,631 | SVP, Chief People Officer | 2019 | 637,500 | — | 7,302,044 | — | 616,781 | — | 11,200 | 8,567,525 | | Scott F. Schenkel(3) | 2020 | 389,423 | 858,696 | 8,225,324 | — | 778,846 | — | 32,545,934 | 42,798,223 | | Former Interim Chief | 2019 | 750,000 | 375,000 | 15,515,744 | — | 967,500 | — | 39,012 | 17,647,255 | | Executive Officer | 2018 | 736,538 | — | 7,251,530 | — | 574,500 | — | 11,000 | 8,573,568 | | Wendy Jones(4) | 2020 | 621,769 | — | 2,878,000 | — | 816,072 | — | 11,795,397 | 16,111,238 | | Former SVP, Global | 2019 | 600,000 | 39,231 | 2,826,000 | — | 524,250 | — | 11,200 | 4,000,681 | | Operations | 2018 | 554,231 | — | 10,897,299 | — | 324,225 | — | 11,000 | 11,786,755 |
| (1) | Mr. Iannone was appointed as President and Chief Executive Officer effected as of April 27, 2020. |
| Bonus (Column (d))(2) | Mr. Lee’s base salary was converted from Singapore dollars to U.S. dollars based on Company FX planning rates. |
| (3) | 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 until his departure from the Company on June 19, 2020. |
| (4) | Ms. Jones departed the Company on December 16, 2020. |
Mr. Fisher and Mr. Lawton received these supplemental cash payments pursuant to their offer letters.
www.ebayinc.com 69 Executive Compensation / Executive Compensation Tables | Bonus (Column (d)) Mr. Iannone 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. 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. In recognition that Mr. Cring served as interim CFO for the full 2020 fiscal year, the Compensation Committee approved an adjustment to the amount of the monthly performance bonuses for 2020 to recognize the actual Company financial component payout and actual individual bonus payout percentage under the eIP. The adjustment to the 2020 monthly performance bonuses was a one-time payment of $432,000. In 2020, Mr. Thompson received an equity transition payment of $1,750,000, 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. 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. 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 and TSR PSU award 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 and TSR PSUs are granted. This estimated fair value for PBRSUs and TSR PSUs 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:RSUs: For 2016, RSU awards were granted to our NEOs in connection with the Company’s annual equity grant inon April 1, 2020 with a grant date value of $5,000,018$2,057,770 for Mr. Wenig, $2,388,812Cring, $1,809,686 for Mr. Lee, $1,645,065 for Mr. Thompson, $1,480,443 for Ms. Yetto, $3,290,130 for Mr. Schenkel $2,786,939and $1,151,200 for Ms. Jones. On May 7, 2020, Mr. Fisher, $1,393,470 for Mr. Lawton,Iannone was granted two new hire RSU awards with grant date values of $5,024,966 and $2,189,748 for Mr. Pittman.
Compensation Tables |2016 Summary Compensation Table$6,804,662, respectively.
PBRSUs: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. The TSR PSU award is a one-time award specific to Mr. Iannone. For a description of the performance measures for the 2016-20172020-2021 PBRSU awards and TSR PSU awards, see “CompensationCompensation Discussion and Analysis — Elements of Our Executive Compensation Program — Equity Incentive Awards — PBRSU Program” above.
For 2016,2020, PBRSU awards were granted were to our NEOs in connection with the Company’s annual equity grant inon April 1, 2020 with a grant date value of $7,500,015$2,714,530 for Mr. Wenig, $3,583,218Lee, $2,467,597 for Mr. Thompson, $2,220,665 for Ms. Yetto, $4,935,194 for Mr. Schenkel $4,180,409and $1,726,800 for Ms. Jones. On May 7, 2020, Mr. Fisher, $2,090,216 forIannone was granted a PBRSU award with a grant date value of $7,537,448. Mr. Lawton, and $3,284,598 for Mr. Pittman.Iannone also received a TSR PSU award with a grant date value of $7,219,548. 70 ebay / 2021 Proxy Statement Executive Compensation Tables / Executive Compensation Assuming the highest level of performance is achieved under the applicable performance measures for the 2016-20172020-2021 PBRSU awards (including the TSR PSU award for Mr. Iannone), 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. Iannone | | $ | 27,511,728 | | Mr. Cring(1) | | | N/A | | Mr. Lee | | $ | 6,514,872 | | Mr. Thompson | | $ | 5,922,233 | | Ms. Yetto | | $ | 5,329,596 | | Mr. Schenkel | | $ | 11,844,466 | | Ms. Jones | | $ | 4,144,320 |
| (1) | Mr. Cring is not eligible for our PBRSU program due to his position as VP. |
The value that our NEOs received in 20162020 from the vesting of stock awards is reflected in the 20162020 Option Exercises and Stock Vested table below. Additional information on all outstanding stock awards as of December 31, 20162020 is reflected in the 20162020 Outstanding Equity Awards at Fiscal Year-End table below. | Option Awards (Column (f))
|
The amounts reported in the Option Awards column represent the grant date fair value of stock option awards granted to each of our NEOs in 2015 and 2014, respectively, calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 14 to the Company’s consolidated financial statements in its Form 10-K for the fiscal year ended December 31, 2016.(Column (f))
ForSince 2016, in accordance with our revised equity guidelines, no option awards were granted to our NEOs.
The value that our NEOs received in 20162020 from the exercise of previously granted stock options is reflected in the 20162020 Option Exercises and Stock Vested table below. Additional information on all outstanding option awards as of December 31, 20162020 is reflected in the 20162020 Outstanding Equity Awards at Fiscal Year-End table below. | 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 “CompensationCompensation 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)) | All Other Compensation (Column (i))
|
General
The amounts reported in the All Other Compensation column reflect: | a) | An amount of $10,600$11,400 for each of our NEOs, which representsMr. Cring, Mr. Thompson, Ms. Yetto, Mr. Schenkel, and Ms. Jones 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;2020. 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, and Mr. Iannone did not participate in the plan. |
| b) | In his role as SVP, International, Mr. Lee was provided certain expatriate allowances due to extended travel and temporary relocations, totaling $611,791. |
| c) | Mr. Iannone was permitted personal airplane usage in 2020. $52,063 is included in the amount for Mr. Iannone 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. Mr. Iannone also received security and IT support in the amount of $24,075. |
| d) | Mr. Cring received security and IT support in the amount of $19,921. Mr. Cring also received COVID-19 support payments in the amount of $2,400 that were applicable to all employees at the VP level and below. |
| e) | Mr. Thompson received security and IT support in the amount of $23,473. |
www.ebayinc.com 71 Executive Compensation / Executive Compensation Tables | Thef) | Mr. Schenkel received severance payments consistent with his 2014 offer letter in the amount of $32,462,828 in exchange for his execution and non-revocation of a release of claims against the Company. This amount includes (i) two times his annual base salary which equals $1,500,000; (ii) two times his annual target bonus amount which equals $1,500,000; (iii) a prorated portion of the award under the eIP that Mr. Schenkel otherwise would have earned and been paid (using his accrued eligible compensation under the eIP through the last day of employment) for the 2020 fiscal year under the eIP which equals $778,846 (which is reflected in the “Non-Equity Plan Compensation” column of the Summary Compensation Table); (iv) the amount of $5,223,508, which is the dollar value of certain information technology support services provided byoutstanding and unvested RSU awards that were treated as vested under the Company2014 offer letter; (v) the amount of $23,600,600, which is the dollar value of outstanding and unvested PBRSU awards that were treated as vested under the 2014 offer letter; and (vi) the amount of $638,719, which is the dollar value of dividend equivalents associated with the equity awards that were treated as vested under the 2014 offer letter. Consistent with his 2014 offer letter, the 10-day average price immediately prior to his June 19, 2020 departure date was used to value his equity at a conversion price of $48.51. In addition to contractual severance, Mr. Schenkel received $71,005 for computer equipment located ataccrued paid time off. |
| g) | Ms. Jones received severance payments consistent with the residencesStandard Severance Plan in the amount of Mr. Wenig$11,725,974 in exchange for her execution and Mr. Schenkel.non-revocation of a release of claims against the Company. This amount includes (i) one times her annual base salary which equals $620,000; (ii) one times her annual target bonus amount which equals $465,000; (iii) a prorated portion of the award under the eIP that Ms. Jones otherwise would have earned and been paid (using her accrued eligible compensation under the eIP through the last day of employment) for the 2020 fiscal year under the eIP which equals $816,072 (which is reflected in the “Non-Equity Plan Compensation” column of the Summary Compensation Table); (iv) the amount of $2,405,317, which is the dollar value of outstanding and unvested RSU awards that were treated as vested under the Standard Severance Plan; (v) the amount of $8,015,400, which is the dollar value of outstanding and unvested PBRSU awards that were treated as vested under the Standard Severance Plan; (vi) a COBRA premiums payment in the amount of $59,012; and (vii) the amount of $161,245, which is the dollar value of dividend equivalents associated with the equity awards that were treated as vested under the Standard Severance Plan. The conversion prices of for the value of Ms. Jones’ equity was determined in a manner consistent with the Standard Severance Plan. In addition to contractual severance, Ms. Jones received $57,636 for accrued paid time off. |
72 ebay / 2021 Proxy Statement Executive Compensation Tables |/ Executive Compensation2016 Grants of Plan-based Awards 20162020 Grants of Plan-basedPlan-Based Awards
The
The following table, footnotes, and narrative set forth certain information regarding grants of plan-based awards to each of our NEOs for the fiscal year ended December 31, 2016. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive
Plan Awards | | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | | | All Other Stock Awards: Number
of Shares
of Stock
or Units
(#)(j) | | | All Other Option Awards: Number of Securities Underlying Options (#)(k) | | | Exercise or Base Price of
Option Awards ($/Sh)(l) | | | Grant Date Fair Value ($)(m) | | Name (a) | | Approval
Date (b) | | | Grant
Date (c) | | | Threshold
($)(d) | | | Target
($)(e) | | | Maximum
($)(f) | | | Threshold
(#)(g) | | | Target
(#)(h) | | | Maximum
(#)(i) | | | | | | Devin N. Wenig | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | 1/13/2016 | | | | 4/1/2016 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 209,381 | | | | — | | | | — | | | | 5,000,018 | | eIP - Company Performance | | | N/A | | | | N/A | | | | 750,000 | | | | 1,500,000 | | | | 3,000,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | eIP – Individual Performance | | | N/A | | | | N/A | | | | — | | | | 500,000 | | | | 1,000,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | PBRSUs (2016-2017 Performance period) | | | 1/13/2016 | | | | 4/1/2016 | | | | — | | | | — | | | | — | | | | 125,629 | | | | 314,071 | | | | 753,771 | | | | — | | | | — | | | | — | | | | 7,500,015 | | Scott F. Schenkel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | 1/13/2016 | | | | 4/1/2016 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 100,034 | | | | — | | | | — | | | | 2,388,812 | | eIP – Company Performance | | | N/A | | | | N/A | | | | 243,750 | | | | 487,500 | | | | 975,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | eIP – Individual Performance | | | N/A | | | | N/A | | | | — | | | | 162,500 | | | | 325,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | PBRSUs(2016-2017 Performance period) | | | 1/13/2016 | | | | 4/1/2016 | | | | — | | | | — | | | | — | | | | 60,021 | | | | 150,051 | | | | 360,123 | | | | — | | | | — | | | | — | | | | 3,583,218 | | Stephen Fisher | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | 1/13/2016 | | | | 4/1/2016 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 116,706 | | | | — | | | | — | | | | 2,786,939 | | eIP – Company Performance | | | N/A | | | | N/A | | | | 175,781 | | | | 351,562 | | | | 703,124 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | eIP – Individual Performance | | | N/A | | | | N/A | | | | — | | | | 117,187 | | | | 234,374 | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | PBRSUs(2016-2017 Performance period) | | | 1/13/2016 | | | | 4/1/2016 | | | | — | | | | — | | | | — | | | | 70,024 | | | | 175,059 | | | | 420,142 | | | | — | | | | — | | | | — | | | | 4,180,409 | |
Compensation Tables |2016 Grants of Plan-based Awards2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | |
Compensation Tables |2016 Grants of Plan-based Awards
| | | | | | | | | | All Other | | | | | | | | | | | | | | Stock | All Other | | | | | | | | | | | | | Awards: | Option | | | | | | | | | | | | | Number | Awards: | Exercise | | | | | | Estimated Future Payouts | Estimated Future Payouts | of | Number of | or Base | | | | | | Under Non-Equity Incentive | Under Equity Incentive | Shares | Securities | Price of | Grant | | | | | Plan Awards | Plan Awards | of Stock | Underlying | Option | Date Fair | | | Approval | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options | Awards | Value | | Name (a) | Date (b) | Date (c) | ($)(d) | ($)(e) | ($)(f) | (#)(g) | (#)(h) | (#)(i) | (#)(j) | (#)(j) | ($/Sh)(l) | ($)(m) | | Mr. Iannone | | | | | | | | | | | | | 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
(2020-2021
Performance
period) | 4/5/20 | 5/7/20 | — | — | — | 72,878 | 182,196 | 437,270 | — | — | — | 7,537,449 | | TSR PSUs | 4/5/20 | 5/7/20 | — | — | — | 56,937 | 113,873 | 227,746 | — | — | — | 7,219,548 | | RSUs | 4/5/20 | 5/7/20 | — | — | — | — | — | — | 121,464 | | | 5,024,966 | | RSUs | 4/5/20 | 5/7/20 | — | — | — | — | — | — | 164,483 | — | — | 6,804,662 | | Mr. Cring | | | | | | | | | | | | | eIP - Company
Performance | N/A | N/A | 96,620 | 193,240 | 386,481 | — | — | — | — | — | — | — | eIP - Individual
Performance | N/A | N/A | — | 64,413 | 128,827 | — | — | — | — | — | — | — | | RSUs | 1/8/20 | 4/1/20 | — | — | — | — | — | — | 71,500 | — | — | 2,057,770 | | Mr. Lee | | | | | | | | | | | | | eIP - Company
Performance | N/A | N/A | 199,569 | 399,139 | 798,278 | — | — | — | — | — | — | — | eIP - Individual
Performance | N/A | N/A | — | 133,046 | 266,093 | — | — | — | — | — | — | — | PBRSUs
(2020-2021
Performance period) | 1/8/20 | 4/1/20 | — | — | — | 37,728 | 94,320 | 226,368 | — | — | — | 2,714,530 | | RSUs | 1/8/20 | 4/1/20 | — | — | — | — | — | — | 62,880 | — | — | 1,809,686 |
www.ebayinc.com 73 | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Annual Cash Incentive Plan)
(Columns (d), (e), and (f))
|
Executive Compensation / Executive Compensation Tables | | | | | | | | | | All Other | | | | | | | | | | | | | | Stock | All Other | | | | | | | | | | | | | Awards: | Option | | | | | | | | | | | | | Number | Awards: | Exercise | | | | | | Estimated Future Payouts | Estimated Future Payouts | of | Number of | or Base | | | | | | Under Non-Equity Incentive | Under Equity Incentive | Shares | Securities | Price of | Grant | | | | | Plan Awards | Plan Awards | of Stock | Underlying | Option | Date Fair | | | Approval | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options | Awards | Value | | Name (a) | Date (b) | Date (c) | ($)(d) | ($)(e) | ($)(f) | (#)(g) | (#)(h) | (#)(i) | (#)(j) | (#)(j) | ($/Sh)(l) | ($)(m) | | Mr. Thompson | | | | | | | | | | | | | eIP - Company
Performance | N/A | N/A | 161,953 | 323,906 | 647,812 | — | — | — | — | — | — | — | eIP - Individual
Performance | N/A | N/A | — | 107,969 | 215,937 | — | — | — | — | — | — | — | PBRSUs
(2020-2021
Performance
period) | 1/8/20 | 4/1/20 | — | — | — | 34,296 | 85,740 | 205,776 | — | — | — | 2,467,597 | | RSUs | 1/8/20 | 4/1/20 | — | — | — | — | — | — | 57,160 | — | — | 1,645,065 | | Ms. Yetto | | | | | | | | | | | | | eIP - Company
Performance | N/A | N/A | 201,472 | 402,945 | 805,889 | — | — | — | — | — | — | — | eIP - Individual
Performance | N/A | N/A | — | 134,315 | 268,630 | — | — | — | — | — | — | — | PBRSUs
(2020-2021
Performance
period) | 1/8/20 | 4/1/20 | — | — | — | 30,864 | 77,160 | 185,184 | — | — | — | 2,220,665 | | RSUs | 1/8/20 | 4/1/20 | — | — | — | — | — | — | 51,440 | — | — | 1,480,443 | | Mr. Schenkel | | | | | | | | | | | | | eIP - Company
Performance | N/A | N/A | 194,712 | 389,423 | 778,846 | — | — | — | — | — | — | — | eIP - Individual
Performance | N/A | N/A | — | — | — | — | — | — | — | — | — | — | PBRSUs
(2020-2021
Performance
period) | 1/8/20 | 4/1/20 | — | — | — | 68,592 | 171,480 | 411,552 | — | — | — | 4,935,194 | | RSUs | 1/8/20 | 4/1/20 | — | — | — | — | — | — | 114,320 | — | — | 3,290,130 | | Ms. Jones | | | | | | | | | | | | | eIP - Company
Performance | N/A | N/A | 174,873 | 349,745 | 699,490 | — | — | — | — | — | — | — | eIP - Individual
Performance | N/A | N/A | — | 116,582 | 233,163 | — | — | — | — | — | — | — | PBRSUs
(2020-2021
Performance
period) | 1/8/20 | 4/1/20 | — | — | — | 24,000 | 60,000 | 144,000 | — | — | — | 1,726,800 | | RSUs | 1/8/20 | 4/1/20 | — | — | — | — | — | — | 40,000 | — | — | 1,151,200 |
74 ebay / 2021 Proxy Statement Executive Compensation Tables / Executive Compensation Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Annual Cash Incentive Plan) (Columns (d), (e), and (f)) The amounts reported under these columns relate to the possible awards under the annual cash incentive plan. In 2016,2020, 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. Iannone | $2,000,000 | | Mr. Cring | $ 257,654 | | Mr. Lee | $ 532,185 | | Mr. Thompson | $ 431,875 | | Ms. Yetto | $ 537,260 | | Mr. Schenkel | $ 389,423 | | Ms. Jones | $ 466,327 |
The total 20162020 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 2016,2020, 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, 20162020 are reflected in the Non-Equity Incentive Plan Compensation column in the 20162020 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, 20162020 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, 20162020 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 “CompensationCompensation Discussion and Analysis — Elements of Our Executive Compensation Program — Annual Cash Incentive Awards (the eBay Incentive Plan (eIP))” above. Executive Compensation / Executive Compensation Tables |2016 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 2016-20172020-2021 performance period, as follows: • | · | Threshold: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: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: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% of the amounts shown under the Target column. |
Mr. Iannone’s TSR PSU award is also reflected. For further discussion of the PBRSUs and TSR PSUs, including their vesting schedules, see “CompensationCompensation Discussion and Analysis — Elements of Our Executive Compensation Program — Equity Incentive Awards — PBRSU Program”Program above. | 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 20162020 generally vest over afour-year period with 1/16th of the shares underlying the RSU award vesting on June 15, 2016,2020 and additional 1/16th of the shares underlying the RSU award vesting each quarter thereafter. Mr. Iannone’s transition RSU award vests over a two-year period. | 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 and TSR PSUs was calculated based on the fair value of our common stock on the date of grant and the probable outcome of theapplicable performance measures for the 2016-2017 performance period as of the date on which those PBRSUsthe awards were granted for accounting purposes. 76 ebay / 2021 Proxy StatementExecutive Compensation Tables |/ Executive Compensation2016 2020 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, 2016.2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | |
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. Iannone | — | — | — | — | — | — | 121,464 | 6,103,566 | 5/7/2020 | | | | | | | | | | | 164,483 | 8,265,271 | 5/7/2020 | | | | | | | | | | | | | | 665,016 | 33,417,074 | | Mr. Cring | 11,959 | — | — | 23.21 | 4/1/2015 | 4/1/2022 | | | | | | | | | | | | | | 2,816 | 141,504 | 4/1/2017 | | | | | | | | | | | 939 | 47,185 | 4/1/2017 | | | | | | | | | | | 14,440 | 725,610 | 5/15/2018 | | | | | | | | | | | 28,125 | 1,413,281 | 4/1/2019 | | | | | | | | | | | 59,087 | 2,969,122 | 10/15/2019 | | | | | | | | | | | 58,094 | 2,919,224 | 4/1/2020 | | | | Mr. Lee | 8,319 | — | — | 23.21 | 4/1/2015 | 4/1/2022 | | | | | | | | | | | | | | 3,004 | 150,951 | 4/1/2017 | | | | | | | | | | | 6,017 | 302,354 | 9/15/2017 | | | | | | | | | | | 14,440 | 725,610 | 4/1/2018 | | | | | | | | | | | 34,155 | 1,716,289 | 4/1/2019 | | | | | | | | | | | 51,090 | 2,567,273 | 4/1/2020 | | | | | | | | | | | 29,803(3) | 1,497,601 | 4/1/2018 | | | | | | | | | | | 287,813(4) | 14,462,603 | 4/1/2019 | | | | | | | | | | | | | | 226,368 | 11,374,992 | | Mr. Thompson | | | | | | | 27,376 | 1,375,644 | 8/15/2019 | | | | | | | | | | | 68,440 | 3,439,110 | 8/15/2019 | | | | | | | | | | | 46,443 | 2,333,761 | 4/1/2020 | | | | | | | | | | | 188,744(4) | 9,484,386 | 8/15/2019 | | | | | | | | | | | | | | 205,776 | 10,340,244 |
www.ebayinc.com 77Executive Compensation / Executive 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) | | 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) | | Ms. Yetto | | | | | | | 2,816 | 141,504 | 4/1/2017 | | | | | | | | | | | 12,996 | 653,049 | 4/1/2018 | | | | | | | | | | | 25,313 | 1,271,978 | 4/1/2019 | | | | | | | | | | | 29,544 | 1,484,586 | 10/15/2019 | | | | | | | | | | | 41,795 | 2,100,199 | 4/1/2020 | | | | | | | | | | | 26,822(3) | 1,347,806 | 4/1/2018 | | | | | | | | | | | 213,300(4) | 10,718,325 | 4/1/2019 | | | | | | | | | | | 124,476(4) | 6,254,919 | 10/15/2019 | | | | | | | | | | | | | | 185,184 | 9,305,496 | | Mr. Schenkel(5) | — | — | — | — | — | — | — | — | — | — | — | | Ms. Jones(6) | — | — | — | — | — | — | — | — | — | — | — |
| (1) | Market Value is calculated based on a price per share of $29.69,$50.25, which was the closing price of our common stock on December 30, 2016.31, 2020. |
(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)(2) | 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 awardvalue of PBRSUs assuming performance is achieved at the maximum performance level underin the 2016-20172020-2021 performance period, which assumption is based on Company performance through 2016.2020, as well as TSR PSUs for Mr. Iannone. PBRSUs are earned based on the Company’s FX-neutral revenue and non-GAAP operating margin dollars during the performance period (with the application of a return on invested capital modifier). TSR PSUs are earned based on performance goals relating to eBay’s total shareholder return relative to that of the S&P 500 index. See “CompensationCompensation Discussion and Analysis — Elements of Our Executive Compensation Program — PBRSU Program”Equity Incentive Awards above for a more detailed discussion of these awards and related performance measures. |
(8) | Becomes fully vested after three years,(3) | Earned in connection with 100% vesting on the third anniversaryachievement of the date2018-2019 PBRSU performance period; 50% vested on March 15, 2020 and the remaining 50% vested on March 15, 2021. |
| (4) | Earned in connection with achievement of grant.the 2019-2020 PBRSU performance period; 50% vested on March 15, 2021 and the remaining 50% vests on March 15, 2022. |
| (5) | In connection with Mr. Schenkel’s termination of employment on June 19, 2020, the Company cancelled his outstanding RSUs and PBRSUs. Mr. Schenkel had a 90-day post-termination exercise period with respect to his vested, outstanding options. |
| (6) | In connection with Ms. Jones’ termination of employment on December 16, 2020, the Company cancelled her outstanding RSUs and PBRSUs. Ms. Jones had no option awards at the time of her termination. |
78 ebay / 2021 Proxy Statement (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. |
Executive Compensation Tables / 2016 OptionExecutive Compensation 2020 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, 2016.2020. | | | | | | | | | | | | | | | | | | | | | | | | 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 ($)(2) | | Mr. Iannone | — | — | — | — | | Mr. Cring | 47,489 | 774,896 | 77,381 | 3,581,847 | | Mr. Lee | — | — | 143,180 | 5,644,337 | | Mr. Thompson | — | — | 54,268 | 2,927,222 | | Ms. Yetto | 122,454 | 1,274,569 | 111,409 | 4,477,877 | | Mr. Schenkel(3) | 210,144 | 4,814,041 | 160,887 | 5,792,474 | | Ms. Jones(4) | — | — | 150,651 | 5,803,421 |
| (1) | Value realized on exercise of stock options is based on the fair market value of our common stock on the date of exercise minus the exercise price and does not reflect actual proceeds received. |
| (2) | Value realized on vesting of stock awards is based on the fair market value of our common stock on the vesting date and does not reflect actual proceeds received. |
| (3) | In connection with Mr. Schenkel’s termination of employment on June 19, 2020, the Company cancelled his outstanding RSUs and PBRSUs. Mr. Schenkel had a 90-day post-termination exercise period with respect to his vested, outstanding options. |
| (4) | In connection with Ms. Jones’ termination of employment on December 16, 2020, the Company cancelled her outstanding RSUs and PBRSUs. Ms. Jones had no option awards at the time of her termination. |
Compensation Tables |Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
The following table, footnotes, and narrative set forth our payment obligations pursuant to the compensation arrangements for each of our NEOs, under the circumstances described below, assuming that their employment was terminated or a change in control occurred on December 31, 2016.2020. Because Mr. Schenkel and Ms. Jones terminated prior to December 31, 2020, they are not discussed in this section. Details of Mr. Schenkel and Ms. Jones’ severance packages are provided above in the footnotes to Executive Compensation Tables – Summary Compensation Table. | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Voluntary
Termination
($)(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. Iannone | — | — | 29,522,768 | 38,139,309 | 15,337,974 | | Mr. Cring | — | — | 6,282,573 | 11,452,683 | 3,306,078 | | Mr. Lee | 2,495,356 | — | 22,414,057 | 29,875,240 | 23,215,159 | | Mr. Thompson | — | — | 15,237,479 | 24,171,405 | 17,016,757 | | Ms. Yetto | — | — | 27,219,476 | 31,543,292 | 25,117,046 |
| (1) | With respect to Mr. Wenig, Mr. SchenkelIannone 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 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 Severance Plan, an involuntary termination in connection with a change in control includes termination without cause or resignation for good reason. With respect to Mr. Cring, under the Company’s VP Severance Plan, an involuntary termination includes only a termination without cause, and under the Company’s Change in Control Severance Plan, an involuntary termination in connection with a change in control includes termination without cause or resignation for good reason. |
www.ebayinc.com 79 (2) | Mr. Fisher’s and Mr. Pittman’s Death or Disability Benefit are each presented as though their employment terminated outside a change in control. In the event their employment is terminated in connection with a change in control, Mr. Fisher’s Death or Disability Benefit would be $19,255,837 and Mr. Pittman’s Death or Disability Benefit would be $13,261,330. |
Executive Compensation / Executive Compensation Tables | Voluntary Termination (Column (a)) Mr. Lee’s offer letter agreement provides for severance benefits upon a voluntary termination. This separation payment is intended to replicate benefits offered under a retirement program in which Mr. Lee formerly participated when he was employed with the Company in Korea. The benefit is equal to three times his average monthly salary multiplied by his years of service since January 1, 2013. Change in Control (Column (b)) |
The Company has not entered into any arrangements with any of its executive officers to provide “single trigger” severance payments upon a change in control. The Company’s equity incentive plans generally provide for the acceleration of vesting of awards granted under the plans upon a change in control (as defined in the applicable plan) only if the acquiring entity does not agree to convert, assume, or continuereplace the awards. These provisions generally apply to all holders of awards under the equity incentive plans. The amounts reported in the Change in Control column assume that, in a change in control transaction, the acquiringsuccessor entity would convert, assume, or continuereplace outstanding equity awards. If the acquiringsuccessor entity does not convert, assume, or continuereplace any outstanding equity awards and all the unvested and outstanding awards are fully accelerated upon a change in control, the aggregate value of accelerated vesting of such awards to each of the NEOs that were executive officers of the Company as of December 31, 2016,2020, calculated based on the closing price of our common stock on December 30, 2016,31, 2020, would be as follows: | | | | | |
Name | | Acceleration Value of
All Outstanding Equity
Awards as of 12/31/1620
($)(*) | Mr. Wenig Iannone | | | | 23,597,839 | 29,246,304 | Mr. Schenkel Cring | | | | 11,876,523 | 8,215,925 | Mr. Fisher Lee | | | | 17,097,709 | 26,162,261 | Mr. Lawton Thompson | | | | 7,726,259 | 20,941,336 | Mr. Pittman
Ms. Yetto | | | | 11,719,705 | 27,849,656 |
80 ebay / 2021 Proxy Statement (*) | 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. |
Executive Compensation Tables |/ Executive CompensationPotential Payments Upon Involuntary Termination oroutside of a Change in Control (Column (c)) | Involuntary Termination outside of a Change in Control (Column (c))
|
The Company’s Standard Severance Plan, which covers officers employed as a senior vice president or in a more senior position, provides severance protection outside of a change in control period if a participant is terminated without cause (or resigns for good reason for Mr. Iannone) and signs and does not revoke a waiver of claims against the Company. Mr. FisherMessrs. Iannone, Thompson and Mr. PittmanLee participate in the Standard Severance Plan. In addition to his potential benefits under the Standard Severance Plant, under the terms of Mr. Iannone’s offer letter agreement, if a severance-qualifying termination occurs within two years following his start date, then his PBRSUs and TSR PSUs that vest under the terms of the Standard Severance Plan will be deemed earned at target and his 2020 target equity compensation (a combination of RSUs and PBRSUs with a grant value of $12,000,000) will vest in full. Since Mr. Wenig,Cring is at the VP level, he is eligible to participate in the Company’s VP Severance Plan, which also provides severance protection outside of a change in control period. Effective May 22, 2020, the Compensation Committee approved enhanced severance protection for Mr. SchenkelCring in recognition of his responsibilities as the Interim CFO. Under the VP Severance Plan, if Mr. Cring is terminated without cause and signs and does not revoke a waiver of claims against the Company, then he is entitled to lump sum payment of one year of the target cash compensation (i.e., one year of annual salary and target eIP payment) and an amount equal to 4 months of COBRA coverage. In addition, Mr. Lawton doCring would also receive a prorated eIP payment based on actual Company performance and target individual performance for the year in which the termination occurs, the value of the equity that would have vested in the 12-month period after the termination date, and a $2,000,000 transition bonus. Ms. Yetto did not participate in the Standard Severance Plan. Mr. Wenig and Mr. SchenkelMs. Yetto entered into an offer lettersletter agreement with the Company in 20142015 in connection with theirher appointment to their current roles at the Company, whichleadership team after the separation of PayPal Holdings, Inc. The offer letter provided for certain severance arrangements if they are respectively terminatedbenefits upon a termination without cause or resignresignation for good reason not in connection with a change in control, and signif she signed and dodid not revoke a waiver of claims against the Company. Mr. Lawton, whoMs. Yetto separated from the Company in March 2021, and was hired a few months before the Spin-Off of PayPal, does not participate in the Standard Severance Plan because hispaid severance pursuant to her offer letter provided severance arrangements if he is terminated without cause or resigns for good reason not in connection with a change in control, and he signs and does not revoke a waiver of claims against the Company.agreement. 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. | | | | | | | | | | | | | | Standard Severance Plan
Participants | Ms. Yetto | Mr. Wenig and
Mr. Schenkel
| | | Mr. LawtonSeverance | Cash
Elements
| | Severance | | 1x salary and 1x target cash incentive award | | bonus
For the CEO, 2x salary and 2x target cash incentive award | bonus | 1-1.5xFor Ms. Yetto, 1x salary and 1-1.5x1x cash target cash
incentive award (1) | | | eIP | | Prorated payment for year in which termination occurs (2)(1) | Cash
Elements | Health Premium | | 2x theThe cost of 1224 months of health insurance coverage | | No payment |
For the CEO, 48 months of health coverage | No payment | | | Make Good AwardMake-Good Payment | | Payment of any unpaid cash “make
“make good” awards | | n/a | | | Same as Standard Severance Plan | | | | EquityRSUs(2)
Elements
| | Options and RSUs | | 100% acceleration of awards that would have otherwise vested within 12 months of | | Equity | termination date(3) | | Elements | PBRSUs | and TSR PSUs(2) | 100% acceleration of awards that would have otherwise vested within 12 months of | | termination date(3)(4) |
| (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. |
| (3)(2) | For Mr. Wenig, Mr. SchenkelMs. Yetto and Mr. Lawton,the participants in the Standard Severance Plan, a lump sum amount equal to the dividend equivalents that have already accrued and would have vested in connection with applicable shares. In addition, 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 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 her offer letter, 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. For Mr. Iannone, his 2020 target equity compensation (a combination of RSUs and PBRSUs with a grant value of $12,000,000) would vest in full. |
www.ebayinc.com 81 (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. |
Executive Compensation / Executive Compensation Tables | Involuntary Termination in Connection with a Change in Control (Column (d)) The Company has not entered into any arrangements with any of its executive officers to provide “single trigger” severance payments upon a change in control. The Company’s equity incentive plans generally provide for the acceleration of vesting of awards granted under the plans upon a change in control 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. FisherMessrs. Iannone, Cring, Thompson and Mr. PittmanLee participate in the Change in Control Severance Plan. Compensation Tables |Potential Payments Upon In such an event, Mr. Cring would also be paid the $2,000,000 transition bonus described under Involuntary Termination oroutside of a Change in Control (Column (c)) above.
Mr. Wenig, Mr. Schenkel, and Mr. Lawton doMs. Yetto did not participate in the Change in Control Severance Plan. Mr. Wenig and Mr. Schenkel entered intoHer offer letters with the Company in 2014 in connection with their appointment to their current roles at the Company, whichletter agreement provided for change in control arrangementscertain severance benefits if they are respectivelyshe was terminated without cause or resignresigned for good reason in connection withthe ninety days preceding or the twenty-four months following, a change in control, and signsigned and do not revoke a waiver of claims against the Company. Mr. Lawton, who was hired a few months before the Spin-Off of PayPal, does not participate in the Change in Control Severance Plan because his offer letter provided change in control arrangements if he is terminated without cause or resigns for good reason in connection with a change in control, and signs and doesdid 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 | Ms. Yetto | | Severance | 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 | 1x target cash incentive award(1) | Prorated payment for year in which
termination occurs(1) | | | | | | Change in ControlCash Elements
Severance Plan
Participants
| Health Premium | For Mr. WenigLee and Mr. Schenkel | | Mr. Lawton | Cash
Elements
| | Severance | | 2x salary and 2x target cash incentive award | | 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 | | 2xThompson, the cost
of 24 months of health insurance coverage | | No payment |
For Mr. Iannone, the cost of 48 months of
health coverageFor Mr. Cring, the cost of 12 months of
health coverage | No payment | | | Make Good AwardMake-Good Payment | | Payment of any unpaid cash “make
“make good” awards | | n/a | | Same as Change in Control Severance Plan | Equity Elements
| | Options and RSUs | | 100% acceleration of awards(2) | | Elements | PBRSUs and TSR PSUs | | 100% acceleration of awards(2)(3) |
| (1) | For Mr. Wenig, Mr. SchenkelMs. Yetto and Mr. Lawton,Iannone, 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 and TSR PSUs for performance periods for which achievement has not yet been determined. |
82 ebay / 2021 Proxy Statement | Death or Disability (Column (e))
|
Mr. Wenig, Mr. SchenkelExecutive Compensation Tables / Executive Compensation
Death or Disability (Column (e)) Messrs. Iannone, Thompson and Mr. LawtonLee Pursuant to their respective offers letters,the Standard Severance Plan, if, Mr. Wenig’s, Mr. Schenkel’s or Mr. Lawton’soutside a change in control, the participant’s employment respectively, terminates due to his death or disability (as defined in the Standard Severance Plan) then the applicable offer letter), heexecutive will be entitled to receive, within 3060 days of his termination date, athe full vesting (or payment of cash payment equal toin lieu of vesting at the valueelection of anythe Company) of his outstanding and unvested equity awards, including the target amount of shares subject to TSR PSUs or 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 10 consecutive trading days ending on and including the trading day immediately prior to his termination date). Mr. Fisher and Mr. Pittman
Pursuant to the Standard Severance Plan, if, outside a change in control, Mr. Fisher’s or Mr. Pittman’s employment, respectively, terminates due to his death or disability (as defined in the Standard Severance Plan) then he is entitled to receive the vesting (or payment of cash in lieu of vesting at the election of the Company) of his unvested equity, 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 hisher 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, Mr. Fisher’s or Mr. Pittman’seither the Participant’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 TSR PSUs or PBRSUs for performance periods for which achievement has not yet been determined (where 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 termination date). Mr. Cring Pursuant to the VP 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 he 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. Ms. Yetto Pursuant to Ms. Yetto’s offer letter, if Ms. Yetto’s employment terminated due to death or disability (as defined in the offer letter), she would have been entitled to receive, within 30 days of 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 hashad not yet been determined, that would have otherwise vested within 24 months of her termination date (where the cash value if applicable, of such unvested equity iswould have been 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 hisher termination date). Executive Compensation Of Directors / CEO Pay Ratio 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. Iannone, our CEO. Because we had two CEOs during 2020, (Mr. Schenkel was the interim CEO prior to Mr. Iannone’s appointment), SEC rules allow us the option of calculating the compensation provided to each CEO during 2020 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. Iannone is our new CEO, we think it is more appropriate to use his annualized 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 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. 2020 Ratio Calculation | · | This year, we were required to determine a new median employee for purposes of the calculation. The median employee’s annual total compensation was $124,919. |
| · | Mr. Iannone’s annual total compensation, as reported in the 2020 Summary Compensation Table (plus an increase to annualize his base salary), was $35,153,379. Mr. Iannone’s base salary was the only component required to be annualized, and this amount is $991,000. Under the terms of Mr. Iannone’s offer letter, his bonus was not prorated. |
| · | Based on this information and the disclosures provided in this section, the ratio of the annual total compensation of Mr. Iannone to the median employee’s annual total compensation is 281:1. |
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 2020 Summary Compensation Table with respect to each of Directorsthe 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 2021 internal budgeting purposes. Identification of Median Employee As permitted by SEC rules, for the past three years, we have used the same median employee because we do not believe there has been a change in our employee population or employee compensation program that would significantly impact the CEO pay ratio disclosure. As required by the SEC rules, this year, we are identifying a new median employee using the same methodology as in previous years. To identify our median employee, we elected to use total target direct compensation which we calculated as salary, target bonus and target annual equity awards. We chose this compensation measure because we believe it is the most accurate reflection of pay at eBay. We selected November 6, 2020 as the date on which to determine our median employee. As of that date, we had approximately 12,500 employees, with approximately 5,900 employees located in the United States and 6,600 employees located outside of the United States. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation in an amount of up to five percent (5%) of the company’s total number of employees, provided that, if a company excludes any non-U.S. employees in a particular jurisdiction it must exclude all non-U.S. employees in that jurisdiction. We applied this de minimis exemption when identifying the median employee by excluding 549 employees in 17 jurisdictions, as set forth below. After taking into account the de minimis exemption, approximately 12,000 employees (or 96% of the population) were considered for identifying the median employee. Our calculation excluded the following approximate number of employees from the following locations: Belgium (13); Czech Republic (22); France (30); Hong Kong (22); India (66); Italy (62); Japan (162); Luxembourg (28); Malaysia (38); Mexico (11); Russian Federation (12); Singapore (30); South Africa (8); Spain (33); Taiwan (2); Thailand (2); and Vietnam (8). 84 ebay / 2021 Proxy Statement Stockholder Proposals | Proposal 4 | Executive Compensation |
Jing Zhao has advised the Company that he intends to present the following stockholder proposal at the 2021 Annual Meeting. Mr. Zhao has indicated that he holds the requisite number of shares of eBay common stock in accordance with Rule 14a-8 requirements. eBay will provide the address of the proponent promptly upon a stockholder’s oral or written request. 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 2021 Annual Meeting only if properly presented by or on behalf of the proponent. “Stockholder Proposal to improve executive compensation program Resolved: stockholders recommend that eBay Inc. improve the executive compensation program to include the CEO pay ratio factor. Supporting Statement eBay’s 2020 Proxy Statement incorrectly claims that “In 2019, our stockholders once again overwhelmingly approved our executive compensation program through the ‘say-on-pay’ vote, with approximately 90% of the votes cast in favor.” (p. 51). In fact, the voting results are: 496,131,141 Votes For, 65,463,448 Votes Against, 712,812 Abstentions, 53,404,477 Broker Non-Votes (https://d18rn0p25nwr6d.cloudfront.net/CIK-0001065088/89d5d9f4-249c-4afe-a711-f2b61d0dcceb. pdf). Only 88% voted for (far below the usual 95% level), and 12% voted against (far above the usual 5% level) eBay’s executive compensation program. The negative votes jumped 71% from 7% in 2018 and 2017 (2020 Proxy Statement p. 51). Section 953(b) of the Dodd-Frank Act directed the SEC to amend Item 402 of Regulation S-K to require each company to disclose the annual total compensation of the CEO, the median of the annual total compensation of all employees (except the CEO), and the ratio of these two amounts (CEO pay ratio). eBay’s CEO pay ratio is 135 to 1 in 2019 (Ibid p. 85). The executive compensation program lists four goals (Ibid p. 49) and five points of discussion and analysis (Ibid p. 52) without any consideration of the CEO pay ratio factor. There is no rational methodology or program to decide the executive compensation. For example, Twitter’s CEO pay ratio is less than 0.001:1 in 2018 and 2019, Amazon’s CEO pay ratio is 58:1 in 2018 and 2019. JCPenney’s alarming CEO pay ratio 1294:1 in 2018 is the main cause to its bankruptcy. The executive compensations of big Japanese and European companies are much less than big American companies. The world has changed. America’s ballooning executive compensation is no longer sustainable for the economy. Reducing the CEO pay ratio should be included to the executive compensation program consideration. The Compensation Committee is responsible for reviewinghas the flexibility to include other social and making recommendations toeconomic factors, especially under the Board regarding compensation paid to all directors who are not employees of eBay, or any parent, subsidiary or affiliate of eBay, for their Boardcurrent social and committee services.economic crisis.” 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 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 Chairman of the Board; the Chairs of the Audit, Compensation, and Corporate Governance and Nominating 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 | | 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 | |
www.ebayinc.com 85 Compensation Of Directors |Stockholder Proposals2016 Director Compensation Table / Board Statement in Opposition
2016 Director Compensation TableBoard Statement in Opposition
The following tableBoard carefully considered this proposal and footnotes summarizedoes not believe its adoption is in the total compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2016.best interests of eBay and its stockholders. The Board therefore recommends a vote AGAINST this proposal. | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | |
The Board’s Compensation Committee designed an executive compensation program that aligns the interests of our executives with those of our stockholders. We believe in creating incentives that reflect our pay-for-performance philosophy, 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. For more on our executive compensation program, please see page 45 of this proxy statement. (1) | Mr. Green was appointed to the Board on June 21, 2016. |
(2) | In connection with the non-employee director’s service to the Company, the non-employee director was granted restricted stock units. The number of restricted stock units granted represents the quotient of (A) $220,000 divided by (B) the Company’s closing stock price on the date of grant, rounded up to the nearest whole restricted stock unit. 100% of the restricted stock units vest on the earlier of: (i) the one-year anniversary of the date of grant or (ii) the date of the Company’s first annual meeting of stockholders that occurs after the date of grant, provided the non-employee director continues to provide service to the Company through such date. |
Compensation Of Directors |2016 Director Compensation Table
Our executive compensation program is designed to achieve the following objectives: | · | align compensation with our business objectives, performance and stockholder interests; |
Fees Earned or Paid in Cash (Column (b))
| · | 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. |
Additionally, our executive compensation program is predominantly variable, at-risk and performance-based, and the Compensation Committee has put in place a number of risk-mitigating measures to further strengthen the alignment with stockholder interests. To meet our goals, we do the following: | ü | Make a majority of our executives’ compensation performance-based, including performance-based restricted stock units and annual cash incentives |
| ü | Ensure that the equity/cash compensation ratio significantly favors equity |
| ü | Impose meaningful stock ownership requirements |
| ü | Have a robust clawback policy |
| ü | Enforce multiple performance measures, caps on incentive payments, and overlapping two-year performance periods for performance-based equity awards |
| ü | Benchmark our compensation at or around the 50th percentile of our peer group |
| ü | Engage an independent compensation consultant |
| ü | Limit perquisites for executive officers that are not available to all employees |
We also regularly review eBay’s compensation philosophy and executive compensation program to assess whether they continue to be aligned with stockholder interests, our business goals, and our culture. We engage with stockholders at least twice a year to solicit their feedback on our compensation program. Though SEC rules require disclosure of the ratio of annual CEO compensation to the annual compensation of a median employee, the Board does not believe the pay ratio should generally guide our compensation principles or that our compensation program should be changed as described in this proposal. Shareholders have an annual opportunity to vote, on an advisory basis, to approve our executive compensation and have overwhelmingly endorsed our Company’s pay practices. At the 2020 annual meeting of stockholders, approximately 88% of votes cast supported our advisory proposal to approve the Company’s executive compensation, similar to levels of support at our 2019 and 2018 meetings. For these reasons, the Board recommends a vote against this proposal.  The Board of Directors recommends a vote AGAINST this proposal. |
Unless you specify otherwise, the Board intends the accompanying proxy to be voted against this item. 86 ebay / 2021 Proxy Statement Stockholder Proposals | Proposal 5 | Right to Act by Written Consent |
John Chevedden has advised the Company that he intends to present the following stockholder proposal at the 2021 Annual Meeting. Mr. Chevedden has indicated that he holds the requisite number of shares of eBay common stock in accordance with Rule 14a-8 requirements. eBay will provide the address of the proponent promptly upon a stockholder’s oral or written request. The amounts reportedtext of the stockholder proposal and supporting statement appear exactly as received by eBay unless otherwise noted. All statements contained in the Fees Earnedstockholder proposal and supporting statement are the sole responsibility of the proponent. The stockholder proposal may contain assertions about the Company or Paid in Cash column reflect the cash fees earned by each non-employee director in 2016, which includes fees with respectother matters that we believe are incorrect, but we have not attempted to which the following directors elected to receive shares in lieurefute all of cash.those assertions. | | | | | | | | | 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 | |
The stockholder proposal will be voted on at the 2021 Annual Meeting only if properly presented by or on behalf of the proponent. “Proposal 5 — 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 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. (Cl) 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. 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. Management is opposed to independent shareholder views on this proposal topic. Management hid the title of this proposal from shareholders in its introduction to the annual meeting. Plus EBAY management forced EBAY shareholders to pay for glossy advertising against this proposal topic in 2017 and 2020. Meanwhile management had the gall to state, “Our Board members are dedicated, engaged and committed to fostering ... robust discussion.” Meanwhile Mr. Paul Pressler, the chair of the Governance Committee responsible for these shenanigans, was promoted to Chair of the Board. And Mr. Pressler was apparently unaware of the basic fact that written consent can be structured so that all shareholders received notice. And Mr. Pressler was responsible for the conduct of the 2020 EBAY online shareholder meeting which had a total of 6-minutes of Q&A with vague answers and ended with “No further questions.” At least 10 questions remained unanswered. A shareholder right to act by written consent affords EBAY management strong protection for a holdout management mentality during the current rapid changing business environment. Due to the low shareholder participation in EBAY annual meeting elections any action taken by written consent would still need 62% supermajority approval from the shares that normally cast ballots at the EBAY annual meeting to equal a majority from the EBAY shares outstanding. The avalanche of bare bones online shareholder meetings in 2020 makes the shareholder right to act by written consent more valuable. Shareholders are so restricted in online meetings that management will never want a return to the more transparent in-person shareholder meeting format. Shareholders are restricted in making their views known at online shareholder meetings because all constructive questions and comments can be screened out by management. For instance the Goodyear shareholder meeting was spoiled by a trigger-happy management mute button for shareholders. And AT&T, with 3000 institutional shareholders, would not even allow shareholders to speak. Please vote yes: Adopt a Mainstream Shareholder Right — Written Consent — Proposal 5” 
www.ebayinc.com 87 Compensation Of Directors |Stockholder Proposals2016 Director Compensation Table / Board Statement in Opposition
Board Statement in Opposition The Board has carefully considered this proposal, which is substantially the same as a proposal rejected by stockholders at our 2020 annual meeting, and does not believe that its adoption is in the best interests of eBay and 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 Board. | · | 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. |
| · | Stock Awards (Column (c))eBay Stockholders Have Previously Opposed a New Written Consent Right. eBay’s stockholders considered and rejected stockholder proposals for written consent in 2020, 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. |
The amounts reportedBy 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.
88 ebay / 2021 Proxy Statement Board Statement in Opposition / Stockholder Proposals Another example of eBay’s responsiveness to stockholder views relates to the Stock Awards column reflectspecial meeting ownership threshold. Given the aggregate grant date fair value2018 vote in which a majority of RSU awards granted in 2016. The grant date fair value of each RSU award was calculated using the fair valuestockholders 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 common stockoutstanding shares to determine the prevailing stockholder views on the dateissue. These perspectives led the Board to propose lowering the threshold to 20 percent at last year’s annual meeting. The overwhelming stockholder approval of the grant. Each non-employee director (other than Mr. Omidyar) providing service asproposal reflected the Board’s collaborative approach, and during that outreach process, stockholders did not request that the company implement 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.written consent right. 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))eBay has Strong Corporate Governance Practices. Our continual engagement with stockholders referred to above complements the eBay’s good-governance practices, which include the following: |
The amount reported
| ü | Proxy 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. |
| ü | Annual Election of Board of Directors – All eBay directors are elected annually by the stockholders. |
| ü | Majority Voting for Election of Board of Directors – eBay has a majority voting standard for election of directors in uncontested elections. |
| ü | Stockholder Rights to Amend Bylaws – eBay stockholders have the ability to propose and enact binding amendments to eBay’s bylaws in addition to non-binding proposals for bylaw amendments. |
| ü | Majority Voting for Charter and Bylaw Amendments – eBay has no supermajority voting provisions; stockholders can approve charter and bylaw amendments with a majority vote. |
| ü | Independent Board Leadership – The roles of Chair of the Board and CEO are separate at eBay. The Chair of the Board is an independent director, as are all chairs of Board committees. |
| ü | 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 end of 2020, six current independent directors have joined the Board, adding complementary and relevant skillsets, leadership and diversity. |
Concluding Statement 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 All Other Compensation columnproposal’s lack of procedural protections could lead to an unfair process to push through major corporate changes without an opportunity for Mr. Omidyar consists of that portionall stockholders to participate. | The Board of Directors recommends a vote AGAINST this proposal. |
Unless you specify otherwise, the premiums paid by eBay for health insurance coverage forBoard intends the benefit of Mr. Omidyar. Other thanaccompanying proxy to be voted against this benefit, the Company provides no other reportable compensation or benefits to non-employee directors. Equity Compensation Plan Informationitem.
www.ebayinc.com 89 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, 2016.2020. 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 | 24,573,489(1) | | $22.5169(2) | | 51,658,063(3) | | | Equity compensation plans not approved by security holders | — | | — | | — | | | Total | 24,573,489 | | $22.5169 | | 51,658,063 | |
| (1) | Includes (a) 42,642,77422,949,214 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) 4,867,35294,434 shares of our common stock issuable pursuant to stock options under our 2008 Plan and our terminated plans, and (c) 259,632109,993 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 19,647,0695,541,370 shares of our common stock reserved for future issuance under our Employee Stock Purchase Plan as of December 31, 2016.2020. |
90 ebay / 2021 Proxy Statement Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of April 1, 2021 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 2020 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) | 50,379,913 | 7.40 | | BlackRock, Inc.(3) | 44,386,787 | 6.52 | | Jamie Iannone(4) | 112,820 | * | | Andrew J. Cring(5) | 136,063 | * | | Jae H. Lee(6) | 410,490 | * | | Peter B. Thompson(7) | 49,853 | * | | Kristin A. Yetto(8) | 8,000 | * | | Scott F. Schenkel(9) | 63,503 | * | | Wendy E. Jones(10) | — | — | | Anthony J. Bates(11) | 34,687 | * | | Adriane M. Brown | 15,737 | * | | Diana Farrell | 13,478 | * | | Logan D. Green | 21,001 | * | | Bonnie S. Hammer | 32,418 | * | | E. Carol Hayles | 73 | * | | Kathleen C. Mitic | 31,457 | * | | Matthew J. Murphy(12) | 12,872 | * | | Paul S. Pressler | 52,438 | * | | Mohak Shroff | — | — | | Robert H. Swan | 248,446 | * | | Perry M. Traquina | 50,155 | * | | All directors and executive officers as a group (22 persons)(13) | 1,417,080 | * |
| (*) | Less than one percent. |
| (1) | This table is based upon information supplied by officers, directors, and principal stockholders and any Schedules 13D and 13G filed with the SEC. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated in the footnotes to this table, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 1, 2021 and restricted stock units (“RSUs”) that are scheduled to vest within 60 days of April 1, 2021 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 681,125,559 shares of common stock outstanding as of April 1, 2021. |
www.ebayinc.com 91 Security Ownership of Certain Beneficial Owners and Management | (2) | The Vanguard Group and its affiliates and subsidiaries (collectively, “Vanguard”) have beneficial ownership of an aggregate of 50,379,913 shares of the Company’s common stock. Vanguard has shared power to vote 1,171,118 shares of the Company’s common stock, sole power to dispose of 47,390,835 shares of the Company’s common stock and shared power to dispose of 2,989,078 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 (“BlackRock”) have beneficial ownership of an aggregate of 44,386,787 shares of the Company’s common stock. BlackRock has sole power to vote 36,629,417 shares of the Company’s common stock and sole power to dispose of 44,386,787 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. Iannone is our President and CEO. Includes 112,608 RSUs scheduled to vest within 60 days of April 1, 2021. |
| (5) | Mr. Cring is our Interim CFO. Includes 11,959 shares subject to options in each case, issuedexercisable within 60 days of April 1, 2021, and outstanding pursuant4,924 RSUs scheduled to equity compensation plans assumed by us in acquisitions. Asvest within 60 days of April 1, 2021. |
| (6) | Mr. Lee is our SVP, International. Includes 8,319 shares subject to options exercisable within 60 days of April 1, 2021. |
| (7) | Mr. Thompson is our SVP, Chief Product Officer. Includes 8,711 RSUs scheduled to vest within 60 days of April 1, 2021. |
| (8) | Ms. Yetto’s employment with the Company was terminated on March 16, 2021. |
| (9) | Mr. Schenkel’s employment with the Company was terminated on June 19, 2020. |
| (10) | Ms. Jones’ employment with the Company was terminated on December 31, 2016, the16, 2020. |
| (11) | Includes 140 shares owned through a trust. |
| (12) | Includes 6,000 shares owned through a trust. |
| (13) | Includes 20,278 shares subject to options under these plans had a weighted average exercise priceexercisable within 60 days of $1.18 per share. We cannot make subsequent grants or awardsApril 1, 2021, and 128,705 RSUs scheduled to vest within 60 days of our equity securities under these plans.April 1, 2021. |
92 ebay / 2021 Proxy Statement Questions and Answers aboutAbout the Proxy Materials and our 2017Our 2021 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 20172021 Annual Meeting, which will take place on May 18, 2017.June 15, 2021. 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 April 26, 2021. 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 20162020 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(s) | The Board’s Voting Recommendation | Page Reference
(For more detail) | | 1 | Election of 13 directors named in this Proxy Statement |  FOR each nominee named in this Proxy Statement | 3 | | 2 | Ratification of Appointment of Independent Auditors |  FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2021 | 38 | | 3 | Say-on-Pay: Advisory Vote to Approve Named Executive Officer Compensation | FOR the approval, on an advisory basis, of the compensation of our named executive officers | 44 | | 4, 5 | Stockholder Proposals, if properly presented |  AGAINST the proposals regarding executive compensation and right to act by written consent | 85, 87 |
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. www.ebayinc.com 93 Questions and Answers About the Proxy Materials and Our 2021 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,April 19, 2021, the record date, is entitled to one vote at the Annual Meeting. At the close of business on March 20, 2017, 1,079,284,521April 19, 2021, 681,261,776 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,April 19, 2021, 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 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 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 alsoQuestions and Answers about the Proxy Materials and our 2017 Annual Meeting
| submit voting instructions via the Internet or by telephone by following the instructions on the Notice, and as described below under “How can I vote my shares without attending the Annual Meeting?” 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 ofApril 19, 2021. Only stockholders of record prioror beneficial owners as of April 19, 2021 can vote, ask questions, or make comments. To join as a stockholder, you must go to admittancewww.virtualshareholdermeeting.com/EBAY2021 (“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 15, 2021, 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 find a link to it at http://investors.ebayinc.com. Even if you plan on attending the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this Proxy Statement to ensure that your vote will be limited, admissionrepresented at the Annual Meeting. We reserve the right to eject an attendee or cut off speaking privileges for behavior likely to cause disruption or annoyance or for failure to comply with reasonable requests or the rules of conduct for the meeting, including time limits applicable to attendees who are permitted to speak. 94 ebay / 2021 Proxy Statement Questions and Answers About the Proxy Materials and Our 2021 Annual Meeting How can I participate in the Annual Meeting? We intend to hold the Annual Meeting virtually. A virtual meeting is one held by means of remote communication. Stockholders will be able to join the meeting via the Meeting Website where they can listen to the speakers, view any presentations, submit questions and comments, hear the company’s responses, and vote their shares electronically. A list of stockholders entitled to vote, as well as rules of conduct and instructions to vote and to ask questions or make comments, will be available at the Meeting Website during the meeting. No recording of the Annual Meeting is allowed, including audio and video recording. We will endeavor to answer as many questions submitted by shareholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting business or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. In the event of technical difficulties with the Annual Meeting, we expect that an announcement will be made on www.virtualshareholdermeeting.com/EBAY2021. If necessary, the announcement will provide updated information regarding the date, time, and location of the Annual Meeting. Any updated information regarding the Annual Meeting will also be posted on a first-come, first-served basis.our investor relations website at https://investors.ebayinc.com. How can
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. 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);
| · | 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). |
submitting a new proxy at a later date via the Internet, by telephone, or by mail following the instructions provided in the Notice or, if requested, the proxy card; or
attending the Annual Meeting and voting in person (attendance at the Annual Meeting will not, by itself, revoke a proxy).
If your shares are held in a brokerage account or by a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or other nominee. Only the latest validly executed proxy that you submit will be counted. How are votes counted? You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to each of the director nominees named in this proxy statement.Proxy Statement. If you elect to abstain from voting on the election of directors, the abstention will not have any effect on the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. www.ebayinc.com 95 Questions and Answers About the Proxy Materials and Our 2021 Annual Meeting 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; |
| · | the advisory vote to approve named executive officers’ compensation; and |
| · | the stockholder proposals. |
the ratification of the appointment of independent auditors; 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 nor the advisory vote on the frequency of the advisory vote to approve named executive officers compensation. directors. For each of the other proposals, abstentions have the same effect as “AGAINST” votes. If you are a beneficial holder and do not provide specific voting instructions to your broker, the organization that holds your shares will not be authorized to vote your shares, which would result in “broker non-votes,” on proposals other than the ratification of the selectionappointment of PricewaterhouseCoopers LLP as our independent registered public accounting firmauditors for 2017.2021. Accordingly, we encourage you to vote promptly, even if you plan to attend the Annual Meeting. Proposal | Voting Options | Vote Required to Adopt the Proposal | Effect of
Abstentions | | | | | Effect of Broker
Non-votes* | PROPOSAL
| | VOTING
OPTIONS | | VOTE REQUIRED TO
ADOPT THE PROPOSAL | | EFFECT OF
ABSTENTIONS | | EFFECT OF
BROKER
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 | proposals, 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. |
96 ebay / 2021 Proxy Statement Questions and Answers About the Proxy Materials and Our 2021 Annual Meeting 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 publishreport the voting results in a Current Report on Form 8-K filed with the SEC 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.,Morrow Sodali LLC a professional proxy solicitation firm, to aid in the solicitation of proxies. eBay expects that it will pay D.F. KingMorrow Sodali LLC 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. KingMorrow Sodali against certain liabilities relating to or arising out of their engagement. In addition, eBay may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. eBay must also pay banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others certain fees associated with:
Forwarding the Notice to beneficial owners;
| · | forwarding the Notice to beneficial owners; |
| · | forwarding printed proxy materials to beneficial owners who specifically request them; and |
| · | obtaining beneficial owners’ voting instructions. |
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. 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 20182022 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, 2017.27, 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 generally not be included in our proxy materials, but will otherwise be considered at the 20182022 Annual Meeting of Stockholders so long as it is submitted to our Corporate Secretary at our principal executive office no earlier than January 18, 2018February 15, 2022 and no later than FebruaryMarch 17, 20182022 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 20182022 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, 2018February 15, 2022 and notno later than close of business on FebruaryMarch 17, 2018.2022. 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 20182022 Annual Meeting of Stockholders. Our Bylawsbylaws were filed with the SEC as an www.ebayinc.com 97 Questions and Answers About the Proxy Materials and Our 2021 Annual Meeting exhibit to our Annual Report on Form 8-K on March 18, 2016,10-K for the year ended December 31, 2020 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
| · | 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. |
Instruct us to send our future proxy materials to you electronically by email
Our proxy materials are also available on our investor relations website at https://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. 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.com or by telephone at (408) 376-7493 and we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials. You may also contact eBay Investor Relations if you would like to receive separate copies in the future, or if you are receiving multiple copies of our proxy materials and would like to receive only one copy in the future. Stockholders who hold shares in street name (as described above) may contact their broker, bank, or other nominee to request information about householding. Other Matters
98 ebay / 2021 Proxy Statement 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 Secretary April 26, 2021 March 31, 2017
Copies of this Proxy Statement and our annual report for the year ended December 31, 20162020 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.com. 
ebaytmwww.ebayinc.com 99
2025 Hamilton Avenue
San Jose, California 95125 http://investors.ebayinc.com Proxy Statement designed by 2engage LLC / www.2engagefm.com 
2025 HAMILTON AVENUE
SAN JOSE, CA 95125
VOTE BY INTERNET Before The Meeting - Go to www.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 14, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like During The Meeting - Go to reducewww.virtualshareholdermeeting.com/EBAY2021 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 14, 2021. 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-P88867
D46434-P55676 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” each of the Board of Directors’ nominees below:
Proposal 1 - Election of 12 director nominees named in the proxy statement.
Nominees:
For Against Abstain
1a. Fred D. Anderson Jr.
1b. Edward W. Barnholt
1c. Anthony J. Bates
1d. Logan D. Green
1e. Bonnie S. Hammer
1f. Kathleen C. Mitic
1g. Pierre M. Omidyar
1h. Paul S. Pressler
1i. Robert H. Swan
1j. Thomas J. Tierney
1k. Perry M. Traquina
1l. Devin N. Wenig
The Board of Directors recommends you vote “FOR” proposal 2 below:
Proposal 2 - Advisory vote to approve named executive officer compensation.
For Against Abstain
The Board of Directors recommends you vote “Every year” on proposal 3 below:
Every Year Every 2 Years Every 3 Years Abstain
Proposal 3 - Advisory vote to approve the frequency with which the advisory vote to approve named executive officer compensation should be held.
The Board of Directors recommends you vote “FOR” proposal 4 below:
For Against Abstain
Proposal 4 - Ratification of appointment of independent auditors.
The Board of Directors recommends you vote “AGAINST” proposal 5 below:
Proposal 5 - Consideration of a stockholder proposal regarding right to act by written consent.
NOTE: 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.
Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date
V.1.1 DETACH AND RETURN THIS PORTION ONLY
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
eBaywww.proxyvote.com.D46435-P55676eBay Inc.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2017
TheJUNE 15, 2021The undersigned hereby appoints DEVIN N. WENIG, SCOTT F. SCHENKELJAMIE 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/EBAY2021, on Thursday, May 18, 2017,Tuesday, June 15, 2021, 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.
THISmeeting.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 PROPOSALSTOCKHOLDER PROPOSALS 4 AND 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 |
|
|
FOR each director nominee
page 19
c/o Corporate Secretary, eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125
No tax gross-ups for change in control benefits
1
2
3
4
5
