We chose a mix of equity and cash compensation vehicles to compensate executive officers based on sustainable long-term value drivers of Company performance over one- and multi-year periods (and, in the case of certain monthly performance bonuses to Messrs. Schenkel and Cring, during their interim service) and individual contributions to the Company.
Our executive officers were also eligible to receive a comprehensive set of benefits:
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.
The Compensation Committee encouraged Mr. WenigIannone (and Mr. Schenkel in the interim CEO position) to use the corporate airplane for personal travel to reduce possible security concerns where relevant. Prior to his appointment to interim CEO and in his CFO role, Mr. Schenkel’s access to the corporate airplane was limited to 20 hours of personal use, subject to Mr. Schenkel fully reimbursing the Company for the incremental costs associated with such use.concerns. The Company does not grant bonuses to cover, reimburse, or otherwise “gross-up” any income tax owed for personal travel on the corporate airplane.
When making compensation decisions for our NEOs, the Compensation Committee evaluated each individual based on his or her leadership, competencies, innovation, and both past and expected future contributions toward the Company’s financial, strategic, and other priorities. The Company’s performance was reflected in our executive compensation program, holding leadership accountable for Company performance.
Each executive officer’s individual contribution and impact, projected level of contribution and impact in the future, and competitive positioning are considered using a score card when determining individual awards. The score card evaluates each executive with respect to factors, including business unit performance (or in the case of our CEO, Company performance), organizational development, and strategic and operational excellence. The retention value of current year awards and the total value of unvested equity from previous awards are also considered. The individual awards can be higher or lower than the median target award by an amount ranging from zero to three times the median target award.
The Compensation Committee also assesses annual cash incentive award opportunities against data from public filings of our peer group companies and general industry data for comparable technology companies that are included in proprietary third-party surveys, and it approves target annual cash incentive opportunities for our NEOs at approximately the 50th percentile based on that data. We reviewThe Compensation Committee reviews market data annually, and periodically adjustadjusts incentive opportunities to the extent necessary where our practices are inconsistent with such market data.
The Compensation Committee considered many factors in approving the various components of the other NEOs’ compensation, including those set forth below.below, using a score card as described above. In evaluating performance against these factors, the Compensation Committee assigned no specific weighting to any one of the factors, instead evaluating individual performance in a holistic manner.manner:
The Compensation Committee reviewed and approved the target value of equity awards, target annual cash incentive award, and salary for our NEOs based on available market data as well as Company and individual performance.
The Compensation Committee limits the use of out-of-cycle compensation for executive officers to extraordinary circumstances only. In additionrecognition of Mr. Cring serving as interim CFO for the full 2020 fiscal year, the Compensation Committee approved an adjustment to the annual awards andamount of the supplemental grant to Mr. Schenkel described above, two of our NEOs, Mr. Cring and Ms. Yetto, received additional equity grants. Mr. Cring received an RSU grant related to the additional responsibilities of his Interim CFO role. Ms. Yetto received a 2019-2020 PBRSU grant and an RSU grantmonthly performance bonuses for 2020 to recognize the critical natureactual Company and individual performance under the eIP. The adjustment to the 2020 monthly performance bonuses was a one-time payment of her role as Chief People Officer in the portfolio and operational review initiatives.
Our executive compensation program is highly performance-based, with payouts under the performance-based program dependent on meeting financial and operational targets over designated performance periods. For 2019,2020, we selected financial metrics and targets that the Compensation Committee believes incentivize our management team to achieve our strategic objectives and drive the Company’s financial performance and long-term stock performance, including FX-neutral revenue, non-GAAP operating margin dollars, return on invested capital, payment intermediation usage and non-GAAP net income. As mentioned above, we made
The PBRSU Program is a key component of the annual equity compensation for each executive officer. At the beginning of each performance period, executive officers receive PBRSU grants that are subject to performance- and time-based vesting requirements.
If the Company’s actual performance exceeds or falls short of the target performance goals, the actual number of shares subject to the PBRSU award will be increased or decreased formulaically.
Under the PBRSU program, under which PBRSUs are awarded to executives at the level of Senior Vice President and above, 100% of any PBRSU awards granted to the CEO and CFO will vest, if at all, more than 14 months following the end of the applicable two-year performance period. This provision subjects 100% of the CEO and CFO PBRSU awards to at least three years of stock price volatility before the shares vest. For all SVPs other than the CEO and CFO, one-half of the PBRSUs vest in March following the end of the applicable performance period, and the other half of the award vests in March of the following year, more than 14 months following the completion of the performance period. The Compensation Committee believes that the post-performance-periodpost- performance-period vesting feature of the PBRSUs provides an important mechanism that helps to retain executive officers and align their interests with long-term stockholder value.
* | Mr. Cring is not eligible for the PBRSU program due to his position as a VP.
|
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Compensation Discussion &and Analysis / Executive Compensation
Performance Measures and Rationale
As discussed above, the number of shares subject to a target PBRSU award are adjusted based on whether the Company’s actual performance exceeds or falls short of the target performance goals for the applicable performance period.
The following table outlines the performance measures for the 2018-20192019-2020 and 2019-20202020-2021 performance periods and the rationale for their 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. Beginning with the 2018-2019 PBRSU cycle,
Starting in 2018, we added athe Payments componentModifier to the modifier element of the PBRSU Program design. ThisThe Payments modifierModifier 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 20182019 and 2019,2020, our Compensation Committee determined that payout of PBRSUs for the 2018-2019 cycle should be subject to achievement in growing the use of our intermediation platform, as well as our existing Company financial performance metrics. The 2020-2021 PBRSUs do not contain a Payments modifier was also included for the 2019-2020 PBRSU cycle, but has been removed from the 2020-2021 PBRSU calculationModifier 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 business.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. |
| (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. |
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Executive Compensation / Compensation Discussion & Analysis
Calculation Mechanics
2018-2019 and 2019-2020 PBRSU Cycles*. Shares that vest under the 2018-2019 and 2019-2020 PBRSU awards reflect the potential impact of the Payments modifier. The shares that vest will be 0% to 340% of the initial grant for the 2018-2019 performance period and 0% to 330% for the 2019-2020 performance period, based on eBay’s FX-neutral revenue, non-GAAP operating margin dollars (each weighted 50%), and return on invested capital and Payments modifiers, with the calculation as set forth below:
FX-neutral
revenue
Payout % | + | Non-GAAP
operating
$ margin
Payout % | × | ROIC Modifier
and Payments
Modifier
Payout % | = | Total
Payout % |
| | | | | | |
| | | Total
Payout % | × | Target
Shares
Awarded | = | Total Shares
Earned
(subject to
additional
vesting periods) |
| | | | | | |
2018-2019 Cycle: | | 2019-2020 Cycle: |
March 15, 2020
50% vesting for all
NEOs except CEO
and CFO | | March 15, 2021
100% vesting for CEO
and CFO;
50% vesting for all
other NEOs | | March 15, 2021
50% vesting for all
NEOs except CEO
and CFO | | March 15, 2022
100% vesting for CEO
and CFO;
50% vesting for all
other NEOs |
* | Mr. Cring is not eligible for the PBRSU program due to his position as a VP. |
Compensation Discussion and 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. 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 or unusual or extraordinary corporate transactions, events, or developments) and the Compensation Committee may apply negative discretion to reduce the payout levels of the awards.
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 do not include a Payments Modifier which means awards will range from 0% to 240% of the initial 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
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2018-2019Executive Compensation / Compensation Discussion and Analysis
2019-2020 PBRSU Cycle Performance and Shares Earned
As discussed in the Executive Summary above, the Company’s financial performance during the 2019-2020 performance cycle was extraordinary. The following graphs showgraphic illustrates the goals and results achievedpayout calculation for the 2018-20192019-2020 PBRUSs based on performance period: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:
| | Threshold | | Target | | Maximum |
Foreign-exchange neutral
(FX-neutral) revenue ($ billions) | |  |
Non-GAAP operating
margin dollars ($ billions) | |  |
Return on Invested Capital (%) Modifier | |  |
Payments Modifier | |  |
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Compensation Discussion & Analysis / Executive CompensationFX-neutral revenue (200% x .5) = 100% Non-GAAP operating Payout % (200% x .5) = 100% = 200% Modifier Adjustment % (ROIC + Payments) = 158% Total Payout % 316%
FX-neutral
revenue
Payout %
32.5% (65%*.5)
| + | Non-GAAP
operating
$ margin
Payout %
27.5% (55%*.5)
| × | ROIC Modifier
and Payments
Modifier
Payout %
144%
| = | Total
Payout %
86%
|
For the 2018-20192019-2020 performance period, actual awards under the PBRSU Program could range from 0% to 340%330% of the target awards. Based on the Company’s financial performance during the 2018-20192019-2020 performance period, the actual PBRSU awards were 86%payout percentage was 316% of target and our NEOs received the 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 |
| * | | Total
Payout % | × | Target
Shares
Awarded | = | Total Shares
Earned
(subject Due to
additional
vesting periods) |
| | | | | | his hire date, Mr. Iannone did not receive a grant for the 2019-2020 PBRSU performance period. |
| Name | | Percentage of
Target | | Target
Shares | | Shares
Awarded for
2018-2019
Performance
Cycle | | Vesting Schedule |
| Mr. Schenkel | | 86% | | 108,124 | | 92,987 | | 100% on March 15, 2021 |
| Mr. Cring* | | N/A | | N/A | | N/A | | N/A |
| Mr. Lee | | 86% | | 69,310 | | 59,607 | | 50% on March 15, 2020; 50% on March 15, 2021 |
| Mr. Thompson** | | N/A | | N/A | | N/A | | N/A |
| Ms. Yetto | | 86% | | 62,379 | | 53,646 | | 50% on March 15, 2020; 50% on March 15, 2021 |
| Mr. Wenig*** | | N/A | | 231,114 | | N/A | | N/A |
| ** | Mr. Cring is not eligible for our PBRSU program due to his position as VP. |
** | Mr. Thompson was hired in July 2019 and therefore, did not participate in the 2018-2019 PBRSU cycle. |
| *** | Ms. Yetto departed the Company in March 2021. In accordance with the terms of the Mr. Wenig’s Letter Agreement dated September 29, 2014, his 2018-2019Ms. Yetto’s offer letter agreement, her 2019-2020 PBRSU award was deemed earned prior to hisher separation date assuming achievement of targetusing actual Company performance, during the 2018-2019 performance period, and as such 231,114 shares were made payablepaid to himher in a cash lump sum using certain value assumptions. |
In accordance with the terms of Mr. Cring is not eligibleSchenkel’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 program dueperformance period, Ms. Jones received a cash payment equal to his position as a VP.
Time-Based RSUs
Each executive officer receives a portion of his or her annual equity award as a grant of RSUs that vest on a quarterly basis over a four-year period subject to continued employment. For newly hired executive officers, 25%50% of the initial grant of RSUs vestearned shares based on the first anniversary of the date of grantactual Company performance. Please see discussion below under Severance and the remainder vest on the quarterly schedule. This vesting schedule is alignedChange in Control Arrangements with market practiceExecutive Officers and helps enable the Company to remain competitive in attracting talent.Clawbacks.
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Executive Compensation / Compensation Discussion &and Analysis / Executive Compensation
2019
2020 Annual Cash Incentive Awards (the eBay Incentive Plan)
(eIP)
Plan Design
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.
In the first quarter of the year, the Compensation Committee approves Company performance measures based on business criteria and target levels of performance. After the end of each year, the Compensation Committee approves the actual performance against the Company financial performance measures to determine the payout percentage for that portion of the annual cash incentive plan.
Performance Measures and Rationale
The following table provides information on the Company performance measures set in 20192020 and rationale for their selection:
| Performance Measures(1) | | Rationale | | Target |
| Company financial performance measure |
| FX-neutral revenue (threshold) | | The Compensation Committee believes that a minimum revenue threshold should be met before any cash incentive is paid. Once the minimum revenue threshold has been met, the Company financial performance component of the annual cash incentive payment is paid based on results in relation to the non-GAAP net income goal. | | Targets are set based primarily on the Company’s Board-approved budget for the year. |
| Non-GAAP net income(2) | | Non-GAAP net income is the key measure of short- and intermediate-term results for the Company given that it can be directly affected by the decisions of the Company’s management and provides the most widely followed measure of financial performance. | | Targets are set based primarily on the Company’s Board-approved budget for the year. |
| Individual measure |
| Individual performance | | The Compensation Committee believes that a portion of the compensation payable under this plan should be differentiated based on individual performance for which a review is conducted at the end of the year. | | ●·CEO’s assessment of the individual performance of the executive officers who are his direct reports.
●·In making its determination of the individual performance of each executive officer, the Compensation Committee does not give any specific weighting to individual goals.
●·A downward modifier to individual performance is applied if the Company fails to achieve target performance, regardless of individual goal achievement.
|
| (1) | Both minimum FX-neutral revenue and minimum non-GAAP net income performance thresholds must be met in order for there to be any incentive payout based on Company performance or individual performance, with the payout level for Company financial performance component based on the amount of non-GAAP net income. |
| (2) | Non-GAAP net income excludes certain items, primarily stock-based compensation expense and related employer payroll taxes, amortization or impairment of acquired intangible assets, impairment of goodwill, amortization of the deferred tax asset associated with the realignment of the Company’s legal structure and related foreign exchange effects, significant gains or losses and transaction expenses from the acquisition or disposal of a business and certain gains or losses on investments. Non-GAAP net income is calculated quarterly, is publicly disclosed as part of our quarterly earnings releases, and is a basis of third-party analysts’ estimates of the Company’s results. |
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Executive Compensation / 2020 Proxy Statement
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Compensation Discussion &and Analysis / Executive Compensation
Calculation Mechanics
The plan is designed to support a tight link between Company performance and any incentive payouts. The annual cash incentives payable for 20192020 had both a FX-neutral revenue threshold and a non-GAAP net income minimum performance threshold. Unless both of these minimum performance thresholds are met, there is no incentive payout. If both minimum performance thresholds are met, the Company uses total non-GAAP net income to determine the payout percentage of the Company financial performance component of the annual cash incentive.
The following table shows theincentive (from 50% at threshold target, andto 200% for maximum payout percentage for non-GAAP net income:
| | Threshold | | Target | | Maximum |
Non-GAAP net income | |  |
Additionally, ifperformance). 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. Toabove 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 (such as 2018) 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.
In 2019, For example, if the Company exceeded the FX-neutral revenue minimum performance threshold and atotal non-GAAP net income minimumwas 90% of the target performance threshold, were met.then the individual performance component would be reduced by 10%. The non-GAAP net income exceeded targetmaximum payout for both the individual performance resulting in a payoutcomponent of 122%.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 Chair of the Board and other independent members of the Board) makes a subjective determination of the individual performance of the CEO. In making its determination of the individual performance of each executive officer, the Compensation Committee does not give any specific weighting to individual goals. In addition, as described above, when the Company fails to achieve target performance, the Compensation Committee applies a downward modifier is applied to individual performance regardless of individual goal achievement in order to take a more holistic approach to assessing performance.
2019
2020 Performance and Payouts
The following graphs show
We discuss the goals and results achieved for the 2019 performance period:
| | Threshold | | Target | | Maximum |
FX-neutral Revenue ($ billions) | |  |
Non-GAAP Net Income ($ billions) | |  |
Table of Contents
Executive Compensation / Compensation Discussion & Analysis
The performancefinancial goals for the 20192020 eIP performance period and corresponding performance results above in the Executive Summary. The financial performance goals were set in early 20192020 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.
In early 2020,2021, 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. The Compensation Committee determined that it wasresults and made appropriate to adjust non-GAAPadjustments for two significant divestitures. Based on above-threshold performance for FX-neutral revenue and above-maximum performance for Non-GAAP net income, for certain unanticipated legal changes, portfolio review advisor costs, higher and accelerated capital returns, which, on a net basis, resulted in an upward adjustment to the net income achievement. The Company financial performance component was paidcertified by the Compensation Committee at 122%200% of target for participants at or above the director level, including all NEOs.
The Compensation Committee reviewed Mr. Schenkel’sIannone’s performance for the purpose of determining the individual portion of his 20192020 annual cash incentive award, with input from the entire Board. Mr. Iannone’s offer letter provided that his 2020 annual cash incentive award would not be prorated and would be at least $1,500,000. The Compensation Committee considered the factors listed above when assessing Mr. Schenkel’sIannone’s individual performance. Mr. Schenkel’sIannone’s individual component of the annual cash incentive was established at 150%200% of target. Mr. Schenkel’sIannone’s total earned annual incentive award for 2019,2020 including the Company financial component and the individual component, was 129%200% of target.
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Compensation Discussion and Analysis / Executive Compensation
For the other NEOs, the individual performance component was recommended by Mr. SchenkelIannone based on his assessment of each person’sexecutive’s performance using the score card factors described above, and waswhich the Compensation Committee reviewed and approved byin light of management’s strong performance in 2020 (as discussed above in the Compensation Committee.Executive Summary). The total earned annual incentive award as a percentage for 2019 for each of our NEOs for 2020 was paid at between 113% and 129% of target as follows:
| Name | | Annual Cash
Incentive Target
as Percentage of
Base Salary | | Annual Cash
Incentive
Award for
2019 | | Company
Performance
Payout % | | Performance
Payout as %
of Target |
| Mr. Schenkel | | 100% | | $ | 967,500 | | | 122% | | 129% |
| Mr. Cring | | 55% | | $ | 312,180 | | | 122% | | 129% |
| Mr. Lee | | 75% | | $ | 567,864 | | | 122% | | 113% |
| Mr. Thompson | | 65% | | $ | 182,031 | | | 122% | | 117% |
| Ms. Yetto | | 75% | | $ | 616,781 | | | 122% | | 129% |
| Mr. Wenig | | 200% | | $ | 1,819,192 | * | | 122% | | 117% |
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. Wenig’sCring’s interim CFO letter agreement, dated September 29, 2014,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 2019.2020. 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. |
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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 2019,2020, Pay Governance provided a
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Compensation Discussion & Analysis / Executive Compensation
market overview of executive compensation, evaluated the Company’s peer group composition, evaluated compensation levels at the peer group companies, assessed and proposed equity and cash compensation guidelines for various executive job levels, assessed compensation for the Company’s executive officers, advised on the framework for the Company’s long-term incentive awards, and assessed Board compensation. Pay Governance also provided guidance to the 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.
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The Compensation Committee evaluates the Company’s peer group on an annual basis. The peer group consisted of the following companies for 2019:2020:
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.
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Table of Contents
Executive Compensation / Compensation Discussion &and Analysis
 |  | Severance and Change in Control Arrangements with Executive Officers and Clawbacks |
The objective of our severance and change in control arrangements described below is to provide fair and reasonable severance that will also serve as a retention incentive for those impacted by a change in control or similar transactions. We believe that these protections help the Company attract and retain highly talented executive officers.
Mr. Wenig separated from the Company on September 24, 2019, and was paid severance pursuant to a separation agreement between him and the Company dated September 24, 2019 and the letter agreement between Mr. Wenig and the Company dated September 29, 2014 (collectively, the “Wenig Separation Arrangements”). Pursuant to the Wenig Separation Arrangements, in exchange for Mr. Wenig’s execution and non-revocation of a release of claims in favor of the Company, Mr. Wenig became entitled to severance payments. For more information about the Wenig Separation Arrangements, please see the Executive Compensation Tables included.
Jamie Iannone was appointed CEO effective April 27, 2020 as disclosed in our Current Report on Form 8-K filed with the SEC on April 13, 2020. The details of his appointment are included therein.
Severance Arrangements Outside a Change in Control
The Company’s SVP and Above Standard Severance Plan (“SVP and Above Severance Plan” or “StandardStandard Severance Plan”), which covers each officerofficers employed as a senior vice president or in a more senior position, provides severance protection outside of a change in control period if a participant is terminated without cause and signs and does not revoke a waiver of claims against the Company. Mr.Messrs. Iannone, Thompson and Mr. Lee participate, and prior to her termination Ms. Jones participated, in the SVP and AboveStandard Severance Plan. Since 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. Cring is at the VP level, he is eligible to participateparticipates in the Company’s VP Standard Severance Plan (“VP Severance Plan”), which also provides severance protection outside of a change in control period. UnderIn May 2020, the VP Severance Plan, if a participant is terminated without cause and signs and does not revoke a waiverCompensation Committee approved enhanced severance protections for Mr. Cring in recognition of claims againsthis responsibilities as the Interim CFO.
Ms. Jones separated from the Company then he is entitledin December 2020, and was paid severance pursuant to a lump sum paymentthe Standard Severance Plan. Details of one-half of target cash incentive (i.e., one-half of annual salary and one-half of target eIP payment) and an amount equal to 4 months of COBRA coverage. In addition, the participant would also receive a prorated eIP payment based on actual Company performance and target individual performance for the year in which the termination occurs and one-half of the value of the equity that would have vestedMs. Jones’ severance package are provided in the 12 month period afterfootnotes to the termination date (as if the participant had remained employed).Executive Compensation Tables – Summary Compensation Table below.
Neither Mr. Schenkel andor Ms. Yetto do not participateparticipated in the SVP and AboveStandard Severance Plan. Mr. Schenkel and Ms. YettoBoth entered into offer lettersletter agreements with the Company in 2014 and 2015, respectively, in connection with their appointments to the leadership team afteraround the time of the Company’s separation of PayPal Holdings, Inc. EachInc (in 2014 and 2015, respectively). The offer letter providesletters provided for certain severance benefits if there isfor a termination without cause or resignation for good reason not in connection with a change in control, and if the applicable executive signssigned and doesdid not revoke a waiver of claims against the Company.
Under
Mr. Schenkel separated from the Company in June 2020, and was paid severance pursuant to his offer letter agreement. Details of Mr. Schenkel’s severance package are provided in the footnotes 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 her 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, under the terms of Mr. Lee’s offer letter agreement entered into in connection with his appointment to his role of Senior Vice President, General Manager, Markets (which is still effective in his new role as SVP, International), Mr. Lee is entitled to receive a separation payment in the event he voluntarily terminates his employment with the Company. This separation payment is intended to replicate benefits offered under a retirement program in which Mr. Lee formerly participated when he was employed with the Company in Korea. The benefit is equal to three times his average monthly salary multiplied by his years of service since January 1, 2013. Should the Company terminate Mr. Lee’s employment for reason other than cause, Mr. Lee is entitled to benefits under the Standard Severance Plan. Mr. Lee’s offer letter also includes any non-competition restrictive covenant for 12-months post termination of employment.
Please see the “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” section for further information regarding the Company’s Standard Severance Plan, including amounts received by Mr. Wenig in connection with his departure, and the treatment of awards upon qualifying termination events or a change in control.
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Compensation Discussion & Analysis / Executive Compensation
The following table describes the severance benefits (other than certain accrued benefits which are paid (such as earned but unpaid bonuses, payment of unreimbursed expenses, etc.)) that each of our NEOs (except Mr. Cring) would receive if terminated outside of a change in control.
| | | | SVP and Above Severance Plan Participants | | Mr. Schenkel and Ms. Yetto |
Cash Elements | | Severance | | 2x salary and 2x bonus | | For Mr. Schenkel, 2x salary and 2x cash incentive award
For Ms. Yetto, 1x salary and 1x cash incentive award |
eIP | | Prorated payment for year in which termination occurs(1) |
Health Premium | | The cost of 24 months of health coverage | | No payment |
Make-Good Payment | | Payment of any unpaid cash “make good” awards | | n/a |
EquityElements |
| Options and RSUs(2) | | 100% acceleration of awards that would have otherwise vested within 12 months of termination date(3) |
PBRSUs(2) | | 100% acceleration of awards that would have otherwise vested within 12 months of termination date(3) |
| |
(1) | For Mr. Schenkel and 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. |
(2) | For Mr. Schenkel and Ms. Yetto and the participants in the SVP and Above Severance Plan, he/she would receive a lump sum amount equal to the dividend equivalents that have already accrued and would have vested in connection with applicable shares. In addition, Mr. Schenkel and Ms. Yetto would receive an amount equal to dividend equivalents that have not yet accrued, but would have accrued for the next 12 months, notwithstanding the termination. |
(3) | For Mr. Schenkel and Ms. Yetto, the Company shall pay cash based on the value of the shares that would have vested in lieu of accelerated vesting. Pursuant to their offer letters, Mr. Schenkel and Ms. Yetto’s outstanding PBRSUs would be treated as vested at the time of termination. For Standard Severance Plan Participants, the Company can elect to pay cash in lieu of accelerated vesting. |
Severance Arrangements in Connection with a Change in Control
The Company has not entered into any arrangements with any of its executive officers to provide “single trigger” severance payments upon a change in control.
The Company’s equity incentive plans generally provide for the acceleration of vesting of awards granted under the plans upon a change in control only if the acquiring entity does not agree to assume or continue the awards. These provisions generally apply to all holders of awards under the equity incentive plans.
The Company’s Change in Control Severance Plan provides severance protection for executives at the level of Vice PresidentVP 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.Messrs. Iannone, Cring, Mr. Thompson and Mr. Lee participate, and prior to her termination Ms. Jones participated, in the Change in Control Severance Plan.
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Compensation Discussion and Analysis / Executive Compensation
Neither Mr. Schenkel andnor Ms. Yetto do not participateparticipated in the Change in Control Severance Plan. Mr. Schenkel and Ms. Yetto entered into offer letters with the Company in 2014 and 2015, respectively, in connection with their appointments to the leadership team after the separation of PayPal Holdings, Inc. EachTheir offer letter providesagreements provided for certain severance benefits if the individual isthey were terminated without cause or resignsresigned for good reason in the ninety days preceding or the twenty-four months following, a change in control, and signssigned and doesdid not revoke a waiver of claims against the Company.
Table of Contents
Please see Executive Compensation / Compensation Discussion & Analysis
The following table describesTables—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
Plan Participants | | Mr. Schenkel and Ms. Yetto |
| Severance | | For Mr. Lee and Mr. Thompson, 2x salary and 2x bonus
For Mr. Cring, 1x salary and 1x bonus | | 2x base salary and 2x bonus |
| | (determined as the greater of base salary or target bonus opportunity) |
| eIP | | 1x target cash incentive award(1) | | Prorated payment for year in which termination occurs(1) |
Cash
Elements | Health Premium | | For Mr. Lee and Mr. Thompson, the cost of 24 months of health coverage
For Mr. Cring, the cost of 12 months of health coverage | | No payment |
Make-Good Payment | | Payment of any unpaid cash “make good” awards | | n/a |
Equity Elements | Options and RSUs | | 100% acceleration of awards(2) |
PBRSUs | | 100% acceleration of awards(2)(3) |
| |
(1) | For Mr. Schenkel and Ms. Yetto, based only on actual performance with respect to the Company performance element for the full year. For Change in Control Severance Plan Participants, based on target performance with respect to both the Company performance component and the individual performance component. |
(2) | For Mr. Schenkel and Ms. Yetto, the Company will pay cash based on the value of the shares that would have vested in lieu of accelerated vesting. For Change in Control Severance Plan Participants, the Company can elect to pay cash in lieu of accelerated vesting. The cash value of such unvested equity is determined using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to his or her termination date. |
(3) | This payment includes the target amount of shares subject to PBRSUs for performance periods for which achievement has not yet been determined. |
Clawbacks
The Compensation Committee has adopted a clawback policy that covers each officer employed as a Vice 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 President or in a more senior position or a Vice President who is a member of the finance function, the following event is also covered: a material restatement of all or a portion of the Company’s financial statements that is the result of a supervisory or other failure by the covered employee.
Under the clawback policy, the Compensation Committee has the authority and discretion to determine whether an event covered by the policy has occurred and, depending on the facts and circumstances, may (but need not) require the full or partial forfeiture and/or repayment of any incentive compensation covered by the policy that was paid or awarded to a covered employee. The forfeiture and/or repayment may include all or any portion of the following:
● | · | Any incentive compensation that is greater than the amount that would have been paid to the covered employee had the covered event been known; |
● | · | Any outstanding or unpaid incentive compensation, whether vested or unvested, that was awarded to the covered employee; and |
● | · | Any incentive compensation that was paid to or received by the covered employee (including gains realized through the exercise of stock options) during the twelve-month period preceding the date on which the Company had actual knowledge of the covered event or the full impact of the covered event was known, or such longer period of time as may be required by any applicable statute or government regulation. |
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Table of Contents
Compensation Committee Report / Executive Compensation
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, 2019.2020.
Compensation Committee
Anthony J. Bates Adriane M. Brown Logan D. Green Kathleen C. Mitic Paul S. Pressler
68 ebay / 2021 Proxy Statement
| |  | |  | |  | |  |
Paul S. Pressler | | Anthony J. Bates | | Bonnie S. Hammer | | Kathleen C. Mitic | | Thomas J. Tierney |
Table of Contents
Executive Compensation Tables / Executive Compensation Tables
Executive Compensation Tables
2019
2020 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, 20192020 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal years ended December 31, 20182019 and 2017.2018.
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
($) (i) | | Total
($) |
Scott F. Schenkel
Interim Chief
Executive Officer(1) | | 2019 | | 750,000 | | 375,000 | | 15,515,744 | | 0 | | 967,500 | | 0 | | 39,012 | | 17,647,255 |
| 2018 | | 736,538 | | 0 | | 7,251,530 | | 0 | | 574,500 | | 0 | | 11,000 | | 8,573,568 |
| 2017 | | 686,539 | | 0 | | 6,856,169 | | 0 | | 928,543 | | 0 | | 10,800 | | 8,482,051 |
Andrew J. Cring
Interim Chief
Financial Officer(2) | | 2019 | | 440,000 | | 210,000 | | 4,947,044 | | 0 | | 312,180 | | 0 | | 11,200 | | 5,920,424 |
Jae Hyun Lee
SVP, International(3) | | 2019 | | 711,735 | | 0 | | 5,719,824 | | 0 | | 580,683 | | 0 | | 1,483,753 | | 8,495,994 |
| 2018 | | 653,238 | | 0 | | 4,648,404 | | 0 | | 367,814 | | 0 | | 357,376 | | 6,026,832 |
| 2017 | | 595,163 | | 0 | | 7,113,476 | | 0 | | 603,719 | | 0 | | 131,958 | | 8,444,316 |
Peter B. Thompson
SVP, Chief Product
Officer(4) | | 2019 | | 240,385 | | 3,500,000 | | 7,852,346 | | 0 | | 182,031 | | 0 | | 9,615 | | 11,784,377 |
Kristin A. Yetto
SVP, Chief People Officer | | 2019 | | 637,500 | | 0 | | 7,302,044 | | 0 | | 616,781 | | 0 | | 11,200 | | 8,567,525 |
Devin N. Wenig
Former President
and Former Chief
Executive Officer(5) | | 2019 | | 780,769 | | 0 | | 14,601,000 | | 0 | | 1,819,192 | | 0 | | 40,024,909 | | 57,225,871 |
| 2018 | | 1,000,000 | | 0 | | 15,500,046 | | 0 | | 1,501,500 | | 0 | | 170,620 | | 18,172,166 |
| 2017 | | 1,000,000 | | 0 | | 14,000,033 | | 0 | | 2,580,000 | | 0 | | 90,558 | | 17,670,591 |
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. Schenkel servedIannone was appointed as Senior Vice President Finance and Chief FinancialExecutive Officer for a majorityeffected as of the year. From September 24, 2019April 27, 2020. |
| (2) | Mr. Lee’s base salary was converted from Singapore dollars to April 26, 2020, 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.Advisor until his departure from the Company on June 19, 2020. |
(2) | Mr. Cring served as Vice President, Global Financial Planning and Analysis for the majority of the year. Effective as of September 24, 2019, in connection with Mr. Schenkel’s appointment to Interim CEO, Mr. Cring serves as the Interim CFO. |
(3) | Mr. Lee served as Senior Vice President, General Manager, Markets until January 2020 when he was named SVP, International. Mr. Lee’s base salary was converted from Singapore dollars to U.S. dollars based on Company FX planning rates. |
| (4) | Mr. Thompson was hired as Chief Product Officer in July 2019 and received an equity transition payment of $3,500,000. |
(5) | Mr. Wenig’s employment withMs. Jones departed the Company was terminated on September 24, 2019.December 16, 2020. |
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Executive Compensation / 2020 Proxy Statement
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Executive Compensation Tables / Executive Compensation
Bonus (Column (d))
Beginning in October 2019, Mr. Schenkel received a monthly performance bonus in the amount of $125,000 for each month he served as Interim CEO.
Beginning in October 2019, Mr. Cring received a monthly performance bonus in the amount of $70,000 for each month he served as Interim CFO.
Mr. ThompsonIannone 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 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:Focal RSU awards were granted to our NEOs in connection with the Company’s annual equity grant on April 1, 20192020 with a grant date value of $2,939,040$2,057,770 for Mr. Cring, $1,809,686 for Mr. Lee, $1,645,065 for Mr. Thompson, $1,480,443 for Ms. Yetto, $3,290,130 for Mr. Schenkel $1,884,000 for Mr. Cring, $2,287,930 for Mr. Lee, $1,695,600and $1,151,200 for Ms. Yetto, and $5,840,400 forJones. On May 7, 2020, Mr. Wenig. On August 15, 2019, Mr. ThompsonIannone was granted two new hire RSU awards with grant date values of $1,570,461$5,024,966 and $3,926,173,$6,804,662, respectively. On October 15, 2019, Mr. Schenkel was granted an RSU award with a grant date value of $4,084,072 in connection with his appointment as the Interim CEO. On October 15, 2019, Mr. Cring was granted an RSU award with a grant date value of $3,063,044 in connection with his appointment as the Interim CFO. On October 15, 2019, Ms. Yetto was granted an RSU award with a grant date value of $1,531,522 in recognition of the critical nature of her role during the operating and portfolio initiatives.
PBRSUs:PBRSUs: 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 2018-20192020-2021 PBRSU awards and TSR PSU awards, see “CompensationCompensation Discussion and Analysis — Elements of Our Executive Compensation Program — Equity Incentive Awards — PBRSU Program” above.
For 2019,2020, PBRSU awards were granted to our NEOs in connection with the Company’s annual equity grant on April 1, 20192020 with a grant date value of $4,408,560$2,714,530 for Mr. Lee, $2,467,597 for Mr. Thompson, $2,220,665 for Ms. Yetto, $4,935,194 for Mr. Schenkel $3,431,894 for Mr. Lee, $2,543,400and $1,726,800 for Ms. Yetto and $8,760,600 forJones. On May 7, 2020, Mr. Wenig. On August 15, 2019, Mr. ThompsonIannone was granted a PBRSU award with a grant date value of $2,543,400. On October 15, 2019,$7,537,448. Mr. Schenkel was grantedIannone also received a PBRSUTSR PSU award with a grant date value of $4,084,072 in connection with his appointment as the Interim CEO. On October 15, 2019, Ms. Yetto was granted a PBRSU award with a grant date value of $1,531,522 in recognition of the critical nature of her role during the operating and portfolio initiatives. Mr. Cring is not eligible for the PBRSU program due to his position as a Vice President.$7,219,548.
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Executive Compensation Tables / Executive Compensation Tables
Assuming the highest level of performance is achieved under the applicable performance measures for the 2019-20202020-2021 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. 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 |
Name | | Maximum Value
of PBRSUs
(as of Grant Date) |
Mr. Schenkel | | | $28,025,685 |
Mr. Cring(1) | | | N/A |
Mr. Lee | | | $11,325,252 |
Mr. Thompson | | | $7,773,849 |
Ms. Yetto | | | $13,447,243 |
Mr. Wenig | | | $28,909,980 |
| |
| (1) | Mr. Cring is not eligible for our PBRSU program due to his position as VP. |
The value that our NEOs received in 20192020 from the vesting of stock awards is reflected in the 20192020 Option Exercises and Stock Vested table below. Additional information on all outstanding stock awards as of December 31, 20192020 is reflected in the 20192020 Outstanding Equity Awards at Fiscal Year-End table below.
Option Awards (Column (f))
Since 2016, in accordance with our revised equity guidelines, no option awards were granted to our NEOs.
The value that our NEOs received in 20192020 from the exercise of previously granted stock options is reflected in the 20192020 Option Exercises and Stock Vested table below. Additional information on all outstanding option awards as of December 31, 20192020 is reflected in the 20192020 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 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.
All Other Compensation (Column (i))
General
The amounts reported in the All Other Compensation column reflect:
| a) | An amount of $11,200$11,400 for Mr. Schenkel,Cring, Mr. Cring,Thompson, Ms. Yetto, Mr. Schenkel, and Ms. Yetto,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 2019. Mr. Thompson also received matching contributions from the Company’s 401(k) savings plan in the amount of $9,615.2020. 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. |
b) | On September 24, 2019, the Companyplan, and Mr. Wenig entered into a letter agreement regarding his departure (the “Wenig Letter”). Pursuant to the terms of the Wenig Letter, in exchange for his execution and non-revocation of a release of claims against the Company, the Company paid the amounts required to be paid to him under his letter agreement with the Company dated September 29, 2014 upon a termination without cause (the “Letter Agreement”). The Letter Agreement payments include: (i) two times his annual base salary which equals $2,000,000; (ii) two times his annual target bonus amount which equals $4,000,000; (iii) a prorated portion of the bonus under the eBay Incentive Plan (“eIP”) that Mr. Wenig otherwise would have earned and been paid (using his accrued eligible compensation under the eIP through the last day of employment) for the 2019 fiscal year under the eIP which equals $1,819,192 (which is reflectedIannone did not participate in the “Non-Equity Plan Compensation” column of the Summary Compensation Table); (iv) the amount of $5,849,674, which is the dollar valueplan. |
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Executive Compensation Tables / Executive Compensation
| of outstanding and unvested RSU awards that were treated as vested under the Letter Agreement; (v) the amount of $27,357,280, which is the dollar value of outstanding and unvested PBRSU Awards that were treated as vested under the Letter Agreement; and (vi) the amount of $545,288, which is the dollar value of dividend equivalents associated with the equity awards that were treated as vested under the Letter Agreement. |
c)b) | In his role as SVP, General Manager, Markets,International, Mr. Lee was provided certain expatriate allowances due to extended travel and temporary relocations, totaling $1,483,753.$611,791. |
d) | An amount of $4,260 in home security expenses for Mr. Wenig relating to monitoring services by outside security providers. The incremental cost associated with the home security services is determined based upon the amount paid to the applicable outside security provider. |
e) | An amount of $26,303 in secured chauffeured transportation allowances provided to Mr. Wenig. The incremental cost associated with such services is determined based upon the amount paid to the applicable service provider. |
f)c) | Mr. WenigIannone was permitted personal airplane usage in 2019. $230,9042020. $52,063 is included in the amount for Mr. WenigIannone to reflect his personal airplane use. This amount is the cost of fuel, oil, lubricants, and other additives related to the applicable trips times two. |
g) | Mr. Schenkel was permitted personal airplane usage in 2019 due to his previous CFO positionIannone also received security and as the Interim CEO. $27,812 is includedIT support in the amount for Mr. Schenkel in this column to reflect his personal airplane use. This amount is the cost of fuel, oil, lubricants, and other additives related to the applicable trips times two.$24,075. |
www.ebayinc.com | 73d) | 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. |
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| f) | 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 outstanding and unvested RSU awards that were treated as vested under the 2014 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 accrued paid time off. |
| g) | Ms. Jones received severance payments consistent with the Standard Severance Plan in the amount of $11,725,974 in exchange for her execution and 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 $57,636 for accrued paid time off. |
72 2019ebay / 2021 Proxy Statement
Executive Compensation Tables / Executive Compensation
2020 Grants of Plan-Based Awards
The
The following table, footnotes, and narrative set forth certain information regarding grants of plan-based awards to each of our NEOs for the fiscal year ended December 31, 2019.2020.
| | | | | |
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | | All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)(j) | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(j) | | Exercise
or Base
Price of
Option
Awards
($/Sh)(l) | | Grant
Date Fair
Value
($)(m) |
| Name (a) | | Approval
Date (b) | | Grant
Date (c) | | Threshold
($)(d) | | Target
($)(e) | | Maximum
($)(f) | | Threshold
(#)(g) | | Target
(#)(h) | | Maximum
(#)(i) |
| Mr. Schenkel | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| eIP - Company | | N/A | | N/A | | 281,250 | | 562,500 | | 1,125,000 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| eIP - Individual | | N/A | | N/A | | — | | 187,500 | | 375,000 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| PBRSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | 23,400 | | 117,000 | | 386,100 | | — | | — | | — | | 4,408,560 |
| (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| period) | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| PBRSUs | | 9/25/2019 | | 10/15/2019 | | — | | — | | — | | 21,009 | | 105,043 | | 346,642 | | — | | — | | — | | 4,084,072 |
| (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| period) | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| RSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | — | | — | | — | | 78,000 | | — | | — | | 2,939,040 |
| |
| RSUs | | 9/25/2019 | | 10/15/2019 | | — | | — | | — | | — | | — | | — | | 105,043 | | — | | — | | 4,084,072 |
| Mr. Cring | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| eIP - Company | | N/A | | N/A | | 90,750 | | 181,500 | | 363,000 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| eIP - Individual | | N/A | | N/A | | — | | 60,500 | | 121,000 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| RSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | — | | — | | — | | 50,000 | | — | | — | | 1,884,000 |
| |
| RSUs | | 9/25/2019 | | 10/15/2019 | | — | | — | | — | | — | | — | | — | | 78,782 | | — | | — | | 3,063,044 |
| Mr. Lee | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| eIP - Company | | N/A | | N/A | | 193,132 | | 386,263 | | 772,527 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| eIP - Individual | | N/A | | N/A | | — | | 128,754 | | 257,509 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| PBRSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | 18,216 | | 91,080 | | 300,564 | | — | | — | | — | | 3,431,894 |
| (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| period) | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| RSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | — | | — | | — | | 60,720 | | — | | — | | 2,287,930 |
| | | | | | | | | | 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 |
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| | | / 2020 |
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
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Executive Compensation Tables /Executive Compensation
| | | | | |
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | | All Other
Stock
Awards:
Number of
Shares
of Stock
or Units
(#)(j) | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(j) | | Exercise
or Base
Price of
Option
Awards
($/Sh)(l) | | Grant
Date Fair
Value
($)(m) |
| Name (a) | | Approval
Date (b) | | Grant
Date (c) | | Threshold
($)(d) | | Target
($)(e) | | Maximum
($)(f) | | Threshold
(#)(g) | | Target
(#)(h) | | Maximum
(#)(i) |
| Mr. Thompson | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| eIP - Company | | N/A | | N/A | | 58,594 | | 117,187 | | 234,375 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| eIP - Individual | | N/A | | N/A | | — | | 39,062 | | 78,125 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| PBRSUs | | 7/3/2019 | | 8/15/2019 | | — | | — | | — | | 11,946 | | 59,729 | | 197,106 | | — | | — | | — | | 2,355,712 |
| (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| period) | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| RSUs | | 7/3/2019 | | 8/15/2019 | | — | | — | | — | | — | | — | | — | | 39,819 | | — | | — | | 1,570,461 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| RSUs | | 7/3/2019 | | 8/15/2019 | | — | | — | | — | | — | | — | | — | | 99,548 | | — | | — | | 3,926,173 |
| Ms. Yetto | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| eIP - Company | | N/A | | N/A | | 179,297 | | 358,594 | | 717,187 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| eIP - Individual | | N/A | | N/A | | — | | 119,531 | | 239,062 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| PBRSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | 13,500 | | 67,500 | | 222,750 | | — | | — | | — 2,543,400 |
| (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| period) | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| PBRSUs | | 10/14/2019 | | 10/15/2019 | | — | | — | | — | | 7,878 | | 39,391 | | 129,990 | | — | | — | | — | | 1,531,522 |
| (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| period) | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| RSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | — | | — | | — | | 45,000 | | — | | — | | 1,695,600 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| RSUs | | 10/14/2019 | | 10/15/2019 | | — | | — | | — | | — | | — | | — | | 39,391 | | — | | — | | 1,531,522 |
| Mr. Wenig | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| eIP - Company | | N/A | | N/A | | 585,577 | | 1,171,154 | | 2,342,308 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| eIP - Individual | | N/A | | N/A | | — | | 390,385 | | 780,769 | | — | | — | | — | | — | | — | | — | | — |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| PBRSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | 46,500 | | 232,500 | | 767,250 | | — | | — | | — | | 8,760,600 |
| (2019-2020 | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance | | | | | | | | | | | | | | | | | | | | | | | | |
| period) | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| RSUs | | 1/25/2019 | | 4/1/2019 | | — | | — | | — | | — | | — | | — | | 155,000 | | — | | — | | 5,840,400 |
Table of Contents
Executive Compensation /Executive Compensation Tables
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 2019,2020, the total annual target incentive amounts under the annual cash incentive plan for the NEOs were as follows:
| Mr. Iannone | $2,000,000 |
| Mr. Cring | $ 257,654 |
| Mr. Lee | $ 532,185 |
| Mr. Thompson | $ 431,875 |
| Ms. Yetto | $ 537,260 |
| Mr. Schenkel | | $750,000 389,423 |
Mr. CringMs. Jones | | $242,000 |
Mr. Lee | | $703,125 |
Mr. Thompson | | $156,250 |
Ms. Yetto | | $478,125 |
Mr. Wenig | | $1,561,539 466,327 |
The total 20192020 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 2019,2020, 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, 20192020 are reflected in the Non-Equity Incentive Plan Compensation column in the 20192020 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, 20192020 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, 20192020 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.
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Estimated Future Payouts Under Equity Incentive Plan Awards (PBRSUs) (Columns (g), (h), and (i))
The amounts shown reflect estimated payouts of PBRSUs for the 2019-20202020-2021 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 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 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 330%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 20192020 generally vest over a four-year period with 1/16th of the shares underlying the RSU award vesting on June 15, 20192020 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 2019-2020 performance period as of the date on which those PBRSUsthe awards were granted for accounting purposes.
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Executive Compensation /Executive Compensation Tables / Executive Compensation
2019
2020 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, 2019.2020.
| Name | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) | | Option
Exercise
Price
($) | | Option
Grant
Date | | Option
Expiration
Date | | Number
of
Shares
or Units
of Stock
That
Have Not
Vested
(#) | | Market
Value
Shares
or Units
of Stock
That
Have Not
Vested
($)(1) | | Stock
Grant
Date | | Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#) | | Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(2) |
| Mr. Schenkel | | 47,252 | | — | | — | | 20.41 | | 10/15/2014 | | 10/15/2021 | | | | | | | | | | |
| | 27,914 | | — | | — | | 22.63 | | 4/1/2013 | | 4/1/2020 | | | | | | | | | | |
| | 1,799 | | — | | — | | 22.76 | | 4/1/2014 | | 4/1/2021 | | | | | | | | | | |
| | 24,747 | | — | | — | | 23.21 | | 4/1/2015 | | 4/1/2022 | | | | | | | | | | |
| | 14,144 | | — | | — | | 26.92 | | 7/17/2015 | | 7/17/2022 | | | | | | | | | | |
| | 94,288 | | — | | — | | 26.92 | | 7/17/2015 | | 7/17/2022 | | | | | | | | | | |
| | | | | | | | | | | | | | 6,253 | | 225,796 | | 4/1/2016 | | | | |
| | | | | | | | | | | | | | 25,530 | | 921,888 | | 4/1/2017 | | | | |
| | | | | | | | | | | | | | 40,547 | | 1,464,152 | | 4/1/2018 | | | | |
| | | | | | | | | | | | | | 63,375 | | 2,288,471 | | 4/1/2019 | | | | |
| | | | | | | | | | | | | | 105,043 | | 3,793,103 | | 10/15/2019 | | | | |
| | | | | | | | | | | | | | | | | | | | 732,742 | | 26,459,314 |
| Mr. Cring | | 29,710 | | — | | — | | 23.03 | | 2/15/2013 | | 2/15/2020 | | | | | | | | | | |
| | 17,779 | | — | | — | | 22.76 | | 4/1/2014 | | 4/1/2021 | | | | | | | | | | |
| | 11,959 | | — | | — | | 23.21 | | 4/1/2015 | | 4/1/2022 | | | | | | | | | | |
| | | | | | | | | | | | | | 5,211 | | 188,169 | | 4/1/2016 | | | | |
| | | | | | | | | | | | | | 14,079 | | 508,393 | | 4/1/2017 | | | | |
| | | | | | | | | | | | | | 4,693 | | 169,464 | | 4/1/2017 | | | | |
| | | | | | | | | | | | | | 25,992 | | 938,571 | | 5/15/2018 | | | | |
| | | | | | | | | | | | | | 40,625 | | 1,466,969 | | 4/1/2019 | | | | |
| | | | | | | | | | | | | | 78,782 | | 2,844,818 | | 10/15/2019 | | | | |
| Mr. Lee | | 8,319 | | — | | — | | 23.21 | | 4/1/2015 | | 4/1/2022 | | | | | | | | | | |
| | | | | | | | | | | | | | 3,126 | | 112,880 | | 4/1/2016 | | | | |
| | | | | | | | | | | | | | 15,018 | | 542,300 | | 4/1/2017 | | | | |
| | | | | | | | | | | | | | 14,039 | | 506,948 | | 9/15/2017 | | | | |
| | | | | | | | | | | | | | 25,992 | | 938,571 | | 4/1/2018 | | | | |
| | | | | | | | | | | | | | 49,335 | | 1,781,487 | | 4/1/2019 | | | | |
| | | | | | | | | | | | | | | | | | | | 300,564 | | 10,853,366 |
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 ($)(2) |
| Mr. Iannone | — | — | — | — | — | — | 121,464 | 6,103,566 | 5/7/2020 | | |
| | | | | | | | 164,483 | 8,265,271 | 5/7/2020 | | |
| | | | | | | | | | | 665,016 | 33,417,074 |
| Mr. Cring | 11,959 | — | — | 23.21 | 4/1/2015 | 4/1/2022 | | | | | |
| | | | | | | | 2,816 | 141,504 | 4/1/2017 | | |
| | | | | | | | 939 | 47,185 | 4/1/2017 | | |
| | | | | | | | 14,440 | 725,610 | 5/15/2018 | | |
| | | | | | | | 28,125 | 1,413,281 | 4/1/2019 | | |
| | | | | | | | 59,087 | 2,969,122 | 10/15/2019 | | |
| | | | | | | | 58,094 | 2,919,224 | 4/1/2020 | | |
| Mr. Lee | 8,319 | — | — | 23.21 | 4/1/2015 | 4/1/2022 | | | | | |
| | | | | | | | 3,004 | 150,951 | 4/1/2017 | | |
| | | | | | | | 6,017 | 302,354 | 9/15/2017 | | |
| | | | | | | | 14,440 | 725,610 | 4/1/2018 | | |
| | | | | | | | 34,155 | 1,716,289 | 4/1/2019 | | |
| | | | | | | | 51,090 | 2,567,273 | 4/1/2020 | | |
| | | | | | | | 29,803(3) | 1,497,601 | 4/1/2018 | | |
| | | | | | | | 287,813(4) | 14,462,603 | 4/1/2019 | | |
| | | | | | | | | | | 226,368 | 11,374,992 |
| Mr. Thompson | | | | | | | 27,376 | 1,375,644 | 8/15/2019 | | |
| | | | | | | | 68,440 | 3,439,110 | 8/15/2019 | | |
| | | | | | | | 46,443 | 2,333,761 | 4/1/2020 | | |
| | | | | | | | 188,744(4) | 9,484,386 | 8/15/2019 | | |
| | | | | | | | | | | 205,776 | 10,340,244 |
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| Name | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) | | Option
Exercise
Price
($) | | Option
Grant
Date | | Option
Expiration
Date | | Number
of
Shares
or Units
of Stock
That
Have Not
Vested
(#) | |
Market
Value
Shares
or Units
of Stock
That
Have Not
Vested
($)(1) | | Stock
Grant
Date | | Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#) | | Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(2) |
| Mr. Thompson | | | | | | | | | | | | | | 39,819 | | 1,437,864 | | 8/15/2019 | | | | |
| | | | | | | | | | | | | | 99,548 | | 3,594,678 | | 8/15/2019 | | | | |
| | | | | | | | | | | | | | | | | | | | 197,106 | | 7,117,498 |
| Ms. Yetto | | 25,398 | | — | | — | | 22.76 | | 4/1/2014 | | 4/1/2021 | | | | | | | | | | |
| | 49,912 | | — | | — | | 23.21 | | 4/1/2015 | | 4/1/2022 | | | | | | | | | | |
| | 47,144 | | — | | — | | 26.92 | | 7/17/2015 | | 7/17/2022 | | | | | | | | | | |
| | | | | | | | | | | | | | 3,126 | | 112,880 | | 4/1/2016 | | | | |
| | | | | | | | | | | | | | 14,079 | | 508,393 | | 4/1/2017 | | | | |
| | | | | | | | | | | | | | 23,392 | | 844,685 | | 4/1/2018 | | | | |
| | | | | | | | | | | | | | 36,563 | | 1,320,290 | | 4/1/2019 | | | | |
| | | | | | | | | | | | | | 39,391 | | 1,422,409 | | 10/15/2019 | | | | |
| | | | | | | | | | | | | | | | | | | | 352,741 | | 12,737,478 |
| Mr. Wenig(3) | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — |
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 $36.11,$50.25, which was the closing price of our common stock on December 31, 2019.2020. |
| (2) | 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 2019-20202020-2021 performance period, which assumption is based on Company performance through 2019.2020, 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 and Payments 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 — Equity Incentive Awards — PBRSU Program” above for a more detailed discussion of these awards and related performance measures. |
| (3) | Earned in connection with achievement of the 2018-2019 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 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 Devin Wenig’sMr. Schenkel’s termination of employment on September 24, 2019,June 19, 2020, the Company cancelled his outstanding RSUs and PBRSUs. Mr. WenigSchenkel had a 90-day post-termination exercise period with respect to his vested, outstanding options. |
www.ebayinc.com | 79(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. |
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Executive Compensation /Executive Compensation Tables / Executive Compensation
2019
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 for each of our NEOs for the fiscal year ended December 31, 2019.2020.
| | 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
($)(2) |
| Mr. Schenkel | | 10,157 | | 190,850 | | 266,009 | | 9,797,110 |
| Mr. Cring | | 0 | | 0 | | 65,103 | | 2,462,484 |
| Mr. Lee | | 0 | | 0 | | 157,297 | | 5,805,324 |
| Mr. Thompson | | 0 | | 0 | | 0 | | 0 |
| Ms. Yetto | | 0 | | 0 | | 121,786 | | 4,495,967 |
| Mr. Wenig(3) | | 866,782 | | 13,203,710 | | 520,231 | | 19,225,313 |
| | Option Awards | Stock Awards |
Name | Number of
Shares Acquired on Exercise (#) | Value Realized
on Exercise ($)(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 Devin Wenig’sMr. Schenkel’s termination of employment on September 24, 2019,June 19, 2020, the Company cancelled his outstanding RSUs and PBRSUs. Mr. WenigSchenkel 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. |
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, 2019. In the case2020. Because Mr. Schenkel and Ms. Jones terminated prior to December 31, 2020, they are not discussed in this section. Details of Mr. Wenig, whose employment with the Company was terminated on September 24, 2019 outside of a change in control, the amountsSchenkel and descriptionsMs. Jones’ severance packages are provided above in the table, footnotes and narrative set forth the payments actually made by the Company in connection with his termination.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) |
| Mr. Schenkel | | 0 | | 0 | | 22,291,138 | | 27,697,069 | | 12,867,116 |
| Mr. Cring | | 0 | | 0 | | 1,763,475 | | 7,063,878 | | 1,132,677 |
| Mr. Lee | | 1,143,167 | | 0 | | 9,254,425 | | 14,109,872 | | 8,722,221 |
| Mr. Thompson | | 0 | | 0 | | 4,194,268 | | 9,728,160 | | 3,894,040 |
| Ms. Yetto | | 0 | | 0 | | 10,269,019 | | 13,992,233 | | 7,781,858 |
| Mr. Wenig(2) | | N/A | | N/A | | 39,752,242 | | N/A | | N/A |
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. SchenkelIannone and Ms. Yetto, an involuntary termination includes a termination without cause or resignation for good reason. With respect to Mr. Lee and Mr. Thompson, under the Company’s SVP and Above Standard Severance Plan, an involuntary termination includes only a termination without cause, and under the Company’s Change in Control Severance Plan, for Key Employees, 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 Standard Severance Plan, an involuntary termination includes only a termination without cause, and under the Company’s Change in Control Severance Plan, for Key Employee, an involuntary termination in connection with a change in control includes termination without cause.cause or resignation for good reason. |
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| |
(2) | On September 24, 2019, the Company and Mr. Wenig entered into a letter agreement regarding his departure (the “Wenig Letter”). Pursuant to the terms of the Wenig Letter, in exchange for his execution and non-revocation of a release of claims against the Company, the Company paid the amounts required to be paid to him under his letter agreement with the Company dated September 29, 2014 upon a termination without cause (the “Letter Agreement”). The Letter Agreement payments include: (i) two times his annual base salary which equals $2,000,000; (ii) two times his annual target bonus amount which equals $4,000,000; (iii) a prorated portion of the bonus under the eBay Incentive Plan (“eIP”) that Mr. Wenig otherwise would have earned and been paid (using his accrued eligible compensation under the eIP through the last day of employment) for the 2019 fiscal year under the eIP which equals $1,819,192 (which is reflected in the “Non-Equity Plan Compensation” column of the Summary Compensation Table); (iv) the amount of $5,849,674, which is the dollar value of outstanding and unvested RSU awards that were treated as vested under the Letter Agreement; (v) the amount of $27,357,280, which is the dollar value of outstanding and unvested PBRSU Awards that were treated as vested under the Letter Agreement; and (vi) the amount of $545,288, which is the dollar value of dividend equivalents associated with the equity awards that were treated as vested under the Letter Agreement. |
Voluntary Termination (Column (a))
Mr. Lee’s offer letter agreement provides for severance benefits upon a voluntary termination. This separation payment is intended to replicate benefits offered under a retirement program in which Mr. Lee formerly participated when he was employed with the Company in Korea. The benefit is equal to three times his average monthly salary multiplied by his years of service since January 1, 2013.
Change in Control (Column (b))
The Company has not entered into any arrangements with any of its executive officers to provide “single trigger” severance payments upon a change in control.
The Company’s equity incentive plans generally provide for the acceleration of vesting of awards granted under the plans upon a change in control only if the acquiring entity does not agree to convert, assume, or replace the awards. These provisions generally apply to all holders of awards under the equity incentive plans.
The amounts reported in the Change in Control column assume that, in a change in control transaction, the successor entity would convert, assume, or replace outstanding equity awards. If the successor entity does not convert, assume, or replace any outstanding equity awards and all the unvested and outstanding awards are fully accelerated upon a change in control, the aggregate value of accelerated vesting of such awards to each of the NEOs that were executive officers of the Company as of December 31, 2019,2020, calculated based on the closing price of our common stock on December 31, 2019,2020, would be as follows:
Name | | Acceleration Value of
All Outstanding Equity
Awards as of 12/31/19
20 ($)(*) |
Mr. SchenkelIannone | | 23,874,63229,246,304 |
| Mr. Cring | | 6,116,3848,215,925 |
| Mr. Lee | | 11,190,09226,162,261 |
| Mr. Thompson | | 7,189,35720,941,336 |
| Ms. Yetto | | 11,054,968 |
Mr. Wenig | | 027,849,656 |
80 ebay / 2021 Proxy Statement
* | No amounts are included for Mr. Wenig because his employment with the Company terminated on September 24, 2019. |
Table of Contents
Executive Compensation /Executive Compensation Tables / Executive Compensation
Involuntary Termination outside of a Change in Control (Column (c))
The Company’s SVP and Above Standard Severance Plan, (“SVP and Above Severance Plan”), which covers each officerofficers 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.Messrs. Iannone, Thompson and Mr. Lee participate in the SVP and AboveStandard 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. Cring is at the VP level, he is eligible to participate in the Company’s VP Standard Severance Plan, (“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. Cring in recognition of his responsibilities as the Interim CFO. Under the VP Severance Plan, if a participantMr. Cring is terminated without cause and signs and does not revoke a waiver of claims against the Company, then he is entitled to a lump sum payment of one-halfone year of the target cash incentivecompensation (i.e., one-halfone year of annual salary and one-half of target eIP payment) and an amount equal to 4 months of COBRA coverage. In addition, the participantMr. Cring would also receive a prorated eIP payment based on actual Company performance and target individual performance for the year in which the termination occurs, and one-half of the value of the equity that would have vested in the 12 month12-month period after the termination date, (as if the participant had remained employed).and a $2,000,000 transition bonus.
Mr. Schenkel and
Ms. Yetto dodid not participate in the SVP and AboveStandard Severance Plan. Mr. Schenkel and Ms. Yetto entered into an offer lettersletter agreement with the Company in 2014 and 2015 respectively, in connection with their appointmentsher appointment to the leadership team after the separation of PayPal Holdings, Inc. EachThe offer letter providesprovided for certain severance benefits if there isupon a termination without cause or resignation for good reason not in connection with a change in control, and if the applicable executive signsshe signed and doesdid not revoke a waiver of claims against the Company.
Under the terms of Mr. Lee’s offer letter entered into in connection with his appointment to his role of Senior Vice President, General Manager, Markets (which is still effective in his new role as SVP, International), Mr. Lee is entitled to receive a separation payment in the event he voluntarily terminates his employment with the Company. This separation payment is intended to replicate benefits offered under a retirement program in which Mr. Lee formerly participated when he was employed with Ms. Yetto separated from the Company in Korea. The benefit is equalMarch 2021, and was paid severance pursuant to three times his average monthly salary multiplied by his years of service since January 1, 2013. Should the Company terminate Mr. Lee’s employment for reason other than cause, Mr. Lee is entitled to benefits under the Standard Severance Plan. Mr. Lee’sher offer letter also includes any non-competition restrictive covenant for 12-months post termination of employment.agreement.
Please see the “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” section for further information regarding the Company’s Standard Severance Plan, including amounts received by Mr. Wenig in connection with his departure, and the treatment of awards upon qualifying termination events or a change in control.
The following table describes the severance benefits (other than certain accrued benefits which are paid (such as earned but unpaid bonuses, payment of unreimbursed expenses, etc.)) that each of our NEOs (except Mr. Cring) would receive if terminated outside of a change in control.
| | | | SVP and AboveStandard Severance Plan Participants | Ms. Yetto |
| | Mr. SchenkelSeverance | 1x salary and Ms. Yetto1x bonus |
Cash Elements | | Severance | | For the CEO, 2x salary and 2x bonus | | For Mr. Schenkel, 2x salary and 2x cash incentive award
For Ms. Yetto, 1x salary and 1x cash
incentive award |
| eIP | | Prorated payment for year in which termination occurs(1) |
Cash
Elements | Health Premium | | The cost of 24 months of health coverage |
For the CEO, 48 months of health coverage | No payment |
| Make-Good Payment | | Payment of any unpaid cash “make
“make good” awards | | n/a |
Equity Elements | | Options and RSUs(2)
| | 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) |
| |
| (1) | For Mr. Schenkel and Ms. Yetto, based only on actual performance with respect to the Company performance element for the full year. For Standard Severance Plan Participants, based on actual performance with respect to the Company performance element for the full year and target performance with respect to the individual performance element. |
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Table of Contents
Executive Compensation Tables / Executive Compensation
| |
| (2) | For Mr. Schenkel and Ms. Yetto and the participants in the SVP and AboveStandard Severance Plan, he/she would receive a lump sum amount equal to the dividend equivalents that have already accrued and would have vested in connection with applicable shares. In addition, Mr. Schenkel and Ms. Yetto would receive an amount equal to dividend equivalents that have not yet accrued, but would have accrued for the next 12 months, notwithstanding the termination. |
| (3) | For Mr. Schenkel and Ms. Yetto, the Company shall pay cash based on the value of the shares that would have vested in lieu of accelerated vesting. Pursuant to theirher offer letters, Mr. Schenkel andletter, 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
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.Messrs. Iannone, Cring, Mr. Thompson and Mr. Lee participate in the Change in Control Severance Plan. In such an event, Mr. Cring would also be paid the $2,000,000 transition bonus described under Involuntary Termination outside of a Change in Control (Column (c)) above.
Mr. Schenkel and
Ms. Yetto dodid not participate in the Change in Control Severance Plan. Mr. Schenkel and Ms. Yetto entered into offer letters with the Company in 2014 and 2015, respectively, in connection with their appointments to the leadership team after the separation of PayPal Holdings, Inc. EachHer offer letter providesagreement provided for certain severance benefits if the individual isshe was terminated without cause or resignsresigned for good reason in the ninety days preceding or the twenty-four months following, a change in control, and signssigned and doesdid not revoke a waiver of claims against the Company.
The following table 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 |
| | Mr. Schenkel and Ms. Yetto |
Cash Elements | | Severance | | For Mr. Lee and Mr. Thompson, 2x salary and 2x bonus
For Mr. Cring, 1x salary and 1x bonus | | 2x base salary and 2x bonus |
| | | (determined as the greater of base salary or target bonus opportunity) |
| eIP | | 1x target cash incentive award(1) | | Prorated payment for year in which
termination occurs(1) |
| | | |
| Cash Elements | Health Premium | | For Mr. Lee and Mr. Thompson, the cost
of 24 months of health coverage
For Mr. Iannone, the cost of 48 months of
health coverage For Mr. Cring, the cost of 12 months of
health coverage | | No payment |
| Make-Good Payment | | Payment of any unpaid cash “make
“make good” awards | | n/a |
Equity Elements | | Options and RSUs | | 100% acceleration of awards(2) |
| Elements | PBRSUs and TSR PSUs | | 100% acceleration of awards(2)(3) |
| |
| (1) | For Mr. Schenkel and Ms. Yetto and Mr. 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 component and the individual performance component. |
| (2) | For Mr. Schenkel and Ms. Yetto, the Company will 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. |
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Table of Contents
Executive Compensation /Executive Compensation Tables / Executive Compensation
Death or Disability (Column (e))
Mr. Schenkel and Ms. Yetto
Pursuant Mr. Schenkel’s and Ms. Yetto’s offer letters, if Mr. Schenkel’s or Ms. Yetto’s employment terminates due to death or disability (as defined in the applicable offer letter), he or she will be entitled to receive, within 30 days of his or her termination date, a cash payment equal to the value of any outstanding and unvested equity awards, including the target amount of shares subject to PBRSUs for performance periods for which achievement has not yet been determined, that would have otherwise vested within 24 months of his termination date (where the value of such unvested equity is determined using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to his termination date).
Mr.
Messrs. Iannone, Thompson and Mr. Lee
Pursuant to the SVP and AboveStandard Severance Plan, if, outside a change in control, either Mr. Thompson’s or Mr. Lee’sthe participant’s employment terminates due to his death or disability (as defined in the SVP and AboveStandard Severance Plan) then the applicable executive will be entitled to receive, within 60 days of his termination date, the full vesting (or payment of cash in lieu of vesting at the election of the Company) of his outstanding and unvested equity awards, including the target amount of shares subject to 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 or her termination date (where the cash value of such unvested equity is determined using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to his termination date).
Pursuant to the Change in Control Severance Plan, if, in connection with a change in control, either Mr. Thompson’s or Mr. Lee’sthe Participant’s employment terminates due to his death or disability (as defined in the Change in Control Severance Plan) then the 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 the applicable executivehe 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 had not yet been determined, that would have otherwise vested within 24 months of her termination date (where the value of such unvested equity would have been 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 her termination date).
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Executive Compensation / 2020 Proxy Statement
Table of Contents
CEO Pay Ratio / Executive Compensation
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. Schenkel,Iannone, our Interim CEO. Because we had two CEOs during 2019,2020, (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 20192020 for the time each served as CEO and combine those amounts, or the CEO serving in that position on the date we selected to identify the median employee and annualize that CEO’s compensation. Because Mr. Schenkel was employed by us prior to his promotion to InterimIannone is our new CEO, we did not needthink it is more appropriate to annualize the compensation Mr. Schenkel received duringuse his role as Interim CEO, and instead used his actual totalannualized compensation. We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
To better understand this disclosure, we think it is important to give context to our operations. eBay is a global commerce leader with operations requiring a wide range of talents and roles. As a global organization, we strive to create a competitive total compensation program in the locations we operate. As a result, our compensation program varies by local market in order to allow us to provide a competitive total compensation package.
Ratio.For 2019,
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 $130,636.$124,919. |
● | · | Mr. Schenkel’sIannone’s annual total compensation, as reported in the 20192020 Summary Compensation Table (plus an increase to annualize his base salary), was $17,647,255.$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. SchenkelIannone to the median employee’s annual total compensation is 135 to 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 20192020 Summary Compensation Table with respect to each of the NEOs. For purposes of this disclosure, we converted employee compensation from local currency to U.S. dollars using the exchange rate the Company used for 20202021 internal budgeting purposes.
Identification of Median Employee.
Employee
As permitted by SEC rules, for the past three years, we have used the same median employee as we did for the last two years because we do not believe there has been a change in our employee population or employee compensation program that would significantly impact the CEO pay ratio disclosure. 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. A complete description
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 methodology that we usedUnited States. The pay ratio disclosure rules provide an exemption for companies to identifyexclude non-U.S. employees from the median employee can be foundcalculation in our 2018an 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 filed on April 16, 2018.
Stockholder Proposals
Table of Contents
| Proposal 4 | | Stockholder ProposalExecutive Compensation |
John Chevedden
Jing Zhao has advised the Company that he intends to present the following stockholder proposal at the 20202021 Annual Meeting. Mr. CheveddenZhao 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 20202021 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 has the flexibility to include other social and economic factors, especially under the current social and economic crisis.”
www.ebayinc.com 85
“Proposal 4 — Adopt a Mainstream Shareholder Right — Written Consent
Shareholders request that our board of directors take the steps necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to give shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any appropriate topic for written consent.
Hundreds of major companies enable shareholder action by written consent. This proposal topic won majority shareholder support at 13 large companies in a single year. This included 67%-support at both Allstate and Sprint. This proposal topic also won 63%-support at Cigna Corp. (CI) in 2019. This proposal topic would have received higher votes than 63% to 67% at these companies if more shareholders had access to independent proxy voting advice.
Taking action by written consent is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director.
The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting.
The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it less difficult for shareholders to call a special meeting. However Intel shareholders responded with greater support for written consent in 2019 compared to 2018.
This proposal topic already won 48%-support at the 2017 eBay annual meeting. This 48%- support most likely represented at least 55%-support from the shares that have access to independent proxy voting advice.
Following a 45%-vote for a written consent shareholder proposal The Bank of New York Mellon Corporation (BK) said it adopted written consent in 2019.
Perhaps BK is starting a new trend in recognizing that a 45%-vote represents a majority vote from the shares that have access to independent proxy voting advice.
And a proxy advisor set certain minimum requirements for a company adopting written consent in case the directors of a company are tempted to adopt a “fig leaf” version of written consent.
Please vote yes:
Adopt a Mainstream Shareholder Right — Written Consent — Proposal 4”
|
Stockholder Proposals
| | / 2020 Proxy Statement |
Table of Contents
Board Statement in Opposition / Stockholder Proposal
Board Statement in Opposition
Board Statement in Opposition
The Board carefully considered this proposal and does not believe its adoption is in the best interests of eBay and its stockholders. The Board therefore recommends a vote AGAINST this proposal.
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.
Our executive compensation program is designed to achieve the following objectives:
| · | align compensation with our business objectives, performance and stockholder interests; |
| · | motivate executive officers to enhance short-term results and long-term stockholder value; |
| · | position us competitively among the companies against which we recruit and compete for talent; and |
| · | enable us to attract, reward and retain executive officers and other key employees who contribute to our long-term success. |
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 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.
“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
Stockholder Proposals / 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-calledstockholder called special meetings to expand the availability of this mechanism. |
● | · | eBay Stockholders Have Previously Opposed a New Written Consent Right.eBay’s stockholders considered and rejected stockholder proposals for written consent in 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. |
By way of example, partly in response to feedback received from investors, eBay recently refreshed its Board membership to include investor-recommended nominees, instituted eBay’s first-ever dividend program, expanded return of capital through disciplined stock buybacks, conducted strategic portfolio reviews that remain underway, regularly reviews its operations, scaled its growth initiatives, committed to focusing on increasing volume, revenues, margins and cash flow while continuing to invest in long-term profitable growth, re-organized its executive leadership team and launched other important strategic and business initiatives.
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By way of example, partly in response to feedback received from investors, eBay recently refreshed its Board membership to include investor-recommended nominees, instituted eBay’s first-ever dividend program, expanded return of capital through disciplined stock buybacks, conducted strategic portfolio reviews that remain underway, regularly reviews its operations, scaled its growth initiatives, committed to focusing on increasing volume, revenues, margins and cash flow while continuing to invest in long-term profitable growth, re-organized its executive leadership team and launched other important strategic and business initiatives. |
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Stockholder Proposal / Board Statement in Opposition / Stockholder Proposals
Another example of eBay’s responsiveness to stockholder views relates to the special meeting ownership threshold. Given the 2018 vote in which a majority of stockholders supported eBay’s 25 percent special meeting threshold with a meaningful minority having other views, eBay reached out to engage stockholders representing more than 55 percent of our outstanding shares to determine the prevailing stockholder views on the issue. These perspectives led the Board to propose lowering the threshold to 20 percent at last year’s annual meeting. The overwhelming stockholder approval of the proposal reflected the Board’s collaborative approach, and during that outreach process, stockholders did not request that the company implement a written consent right.
● | · | 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: |
✓ | 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 2019, five new2020, 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 proposal’s lack of procedural protections could lead to an unfair process to push through major corporate changes without an opportunity for all stockholders to participate.
 |
Unless you specify otherwise, the Board intends the accompanying proxy to be voted against this item.
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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, 2019.2020. 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 | | 28,680,055 | (1) | | $23.7542 | (2) | | 63,380,445 | (3) |
| Equity compensation plans not approved by security holders | | — | | | — | | | — | |
| Total | | 28,680,055 | | | $23.7542 | | | 63,380,445 | |
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) 26,128,91722,949,214 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) 761,03194,434 shares of our common stock issuable pursuant to stock options under our 2008 Plan and our terminated plans, and (c) 207,179109,993 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 8,649,2485,541,370 shares of our common stock reserved for future issuance under our Employee Stock Purchase Plan as of December 31, 2019. 2020. |
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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 MayApril 1, 20202021 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 20192020 Summary Compensation Table included above, and (4) all executive officers and directors as a group. Unless otherwise indicated below, the address for each of our executive officers and directors is c/o eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125.
| | Shares Beneficially Owned(1) |
| Name of Beneficial Owner | | Number | | Percent |
| The Vanguard Group(2) | | 59,540,552 | | 8.47 | % |
| BlackRock, Inc.(3) | | 50,454,664 | | 7.18 | % |
| Jamie J. Iannone | | 212 | | * | |
| Andrew J. Cring(4) | | 167,354 | | * | |
| Jae H. Lee(5) | | 347,985 | | * | |
| Peter B. Thompson(6) | | 3,573 | | * | |
| Kristin A. Yetto(7) | | 102,064 | | * | |
| Scott F. Schenkel(8) | | 584,477 | | * | |
| Devin N. Wenig(9) | | 275,923 | | * | |
| Fred D. Anderson Jr.(10) | | 42,684 | | * | |
| Anthony J. Bates(11) | | 34,687 | | * | |
| Adriane M. Brown(10) | | 14,166 | | * | |
| Jesse A. Cohn(10) | | 8,523 | | * | |
| Diana Farrell(10) | | 13,478 | | * | |
| Logan D. Green(10) | | 21,001 | | * | |
| Bonnie S. Hammer(10) | | 32,418 | | * | |
| Kathleen C. Mitic(10) | | 31,457 | | * | |
| Matthew J. Murphy(10) | | 12,872 | | * | |
| Pierre M. Omidyar(12) | | 32,933,858 | | 4.69 | % |
| Paul S. Pressler(10) | | 52,438 | | * | |
| Robert H. Swan(10) | | 306,799 | | * | |
| Thomas J. Tierney(13) | | 81,922 | | * | |
| Perry M. Traquina(10) | | 48,398 | | * | |
| All directors and executive officers as a group (23 persons)(14) | | 35,306,414 | | 5.02 | % |
| | 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 percentpercent. |
| (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. |
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Security Ownership of Certain Beneficial Owners and Management
| Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of MayApril 1, 20202021 and restricted stock units (“RSUs”) that are scheduled to vest within 60 days of MayApril 1, 20202021 are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding those options and RSUs, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of beneficial ownership is based on 702,677,948681,125,559 shares of common stock outstanding as of MayApril 1, 2020.2021. |
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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 59,540,55250,379,913 shares of the Company’s common stock. The Vanguard Group has sole power to vote 1,210,900 shares of the Company’s common stock, shared power to vote 261,8891,171,118 shares of the Company’s common stock, sole power to dispose of 58,148,62647,390,835 shares of the Company’s common stock and shared power to dispose of 1,391,9262,989,078 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 50,454,66444,386,787 shares of the Company’s common stock. BlackRock Inc. has sole power to vote 42,065,10236,629,417 shares of the Company’s common stock and sole power to dispose of 50,454,66444,386,787 shares of the Company’s common stock. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. |
| (4) | Mr. 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 Chief Financial Officer.CFO. Includes 29,73811,959 shares Mr. Cring has the rightsubject to acquire pursuant to outstanding options exercisable within 60 days of MayApril 1, 2020,2021, and 14,2364,924 RSUs that are scheduled to vest within 60 days of MayApril 1, 2020.2021. |
| (5)(6) | Mr. Lee is our Senior Vice President,SVP, International. Includes 8,319 shares Mr. Lee has the rightsubject to acquire pursuant to outstanding options exercisable within 60 days of MayApril 1, 2020, and 15,6212021. |
| (7) | Mr. Thompson is our SVP, Chief Product Officer. Includes 8,711 RSUs that are scheduled to vest within 60 days of MayApril 1, 2020.2021. |
(6) | Mr. Thompson is our Senior Vice President, Chief Product Officer. Includes 3,573 RSUs that are scheduled to vest within 60 days of May 1, 2020. |
(7) | Ms. Yetto is our Senior Vice President, Chief People Officer. Includes 11,441 RSUs that are scheduled to vest within 60 days of May 1, 2020. |
| (8) | Mr. Schenkel served as our Interim Chief Executive Officer from September 24, 2019 until Mr. Iannone’s appointment on April 27, 2020. Includes 182,230 shares Mr. Schenkel has the right to acquire pursuant to outstanding options exercisable within 60 days of May 1, 2020, and 21,632 RSUs that are scheduled to vest within 60 days of May 1, 2020. |
(9) | Mr. Wenig’sMs. Yetto’s employment with the Company was terminated on September 24, 2019.March 16, 2021. |
| (9) | Mr. Schenkel’s employment with the Company was terminated on June 19, 2020. |
| (10) | Includes 6,872 RSUs that are scheduled to vest within 60 days of May 1,Ms. Jones’ employment with the Company was terminated on December 16, 2020. |
| (11) | Includes 140 shares owned through a trust and 6,872 RSUs that are scheduled to vest within 60 days of May 1, 2020.trust. |
| (12) | Mr. Omidyar is our founder andIncludes 6,000 shares owned through a member of our Board. Includes 34,000 shares held by his spouse.trust. |
| (13) | Includes 9,621 RSUs that are scheduled to vest within 60 days of May 1, 2020. |
(14) | Includes 223,29320,278 shares subject to options exercisable within 60 days of MayApril 1, 2020,2021, and 175,441128,705 RSUs scheduled to vest within 60 days of MayApril 1, 2020.2021. |
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Questions and Answers About the Proxy Materials and Our 20202021 Annual Meeting
Why am I receiving these materials?
Our Board has made these proxy materials available to you in connection with the Board’s solicitation of proxies for use at our 20202021 Annual Meeting, which will take place on June 29, 2020.15, 2021. Stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement. We mailed the Notice of Internet Availability of Proxy Materials (“Notice”) to our stockholders on or around May 20, 2020.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 20192020 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 or voting instruction form for the Annual Meeting. If you received the Notice instead of a paper copy of the proxy materials, voting instructions can be found in the Notice or below.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
We are distributing our proxy materials to certain stockholders over the Internet under the “notice and access” approach in accordance with SEC rules. As a result, we mailed to many of our stockholders the Notice instead of a paper copy of the proxy materials. All stockholders receiving the Notice will have the ability to access the proxy materials over the Internet and request to receive a copy of the proxy materials by 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 email on an ongoing basis.
This approach conserves natural resources and reduces our printing and distribution costs, while providing a timely and convenient method of accessing the materials and voting.
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 13 directors named in this Proxy Statement | |  | FOReach nominee named in this Proxy Statement | | 3 |
| 2 | Ratification of Appointment of Independent Auditors | |  | FORthe ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2020 | | 39 |
| 3 | Say-on-Pay: Advisory Vote to Approve Named Executive Officer Compensation | | | FORthe approval, on an advisory basis, of the compensation of our named executive officers | | 45 |
| 4 | Stockholder Proposal Regarding Right to Act by Written Consent, if properly presented | |  | AGAINSTthe proposal regarding stockholders’ right to act by written consent | | 86 |
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.
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Questions and Answers About the Proxy Materials and Our 20202021 Annual Meeting
How many shares are entitled to vote?
Each share of eBay common stock outstanding as of the close of business on May 11, 2020,April 19, 2021, the record date, is entitled to one vote at the Annual Meeting. At the close of business on May 11, 2020, 702,678,700April 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 May 11, 2020,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 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 may submit voting instructions via the Internet or by telephone by following the instructions on the Notice, and as described below under “How can I vote my shares without attending the Annual Meeting?” If you requested printed copies of the proxy materials, eBay has sent you a proxy card for you to use to direct the proxyholders regarding how to vote your shares. |
● | · | Shares owned beneficially.If your shares are held in a brokerage account or by a broker, bank, or other nominee, you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by your broker, bank, or other nominee, which is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account. You may also vote these shares by attending the Annual Meeting. If you do not wish to vote at or will not be attending the Annual Meeting, you may vote by proxy as described in the Notice and below under “How can I vote my shares without attending the Annual Meeting?” If you requested printed copies of the proxy materials, your broker, bank, or other nominee has enclosed a voting instruction form for you to use to direct the broker, bank, or other nominee regarding how to vote your shares. Please instruct your broker, bank, or other nominee how to vote your shares using the voting instruction form you received from them. |
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 May 11, 2020.April 19, 2021. Only stockholders of record or beneficial owners as of May 11, 2020April 19, 2021 can vote, ask questions, or make comments. To join as a stockholder, you must go towww.virtualshareholdermeeting.com/EBAY2020EBAY2021 (“Meeting Website”) and log in using the control number on the Notice, your proxy card or your voting instruction form. We encourage you to join 15 minutes before the start time of 8:00 a.m. Pacific Time, June 29, 2020,15, 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 will be archived for at least 90 days following the date of the Annual Meeting. You may find a link to it athttp://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 represented at the Annual Meeting. We reserve the right to eject an attendee or cut off speaking privileges for behavior likely to cause disruption or annoyance or for failure to comply with reasonable requests or the rules of conduct for the meeting, including time limits applicable to attendees who are permitted to speak.
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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 our investor relations website at https://investors.ebayinc.com.
How can
Can I vote my shares 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 at the Annual Meeting. 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.
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 telephone or mail pursuant to instructions provided on the proxy card.
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Questions and Answers About the Proxy Materials and Our 2020 Annual Meeting
If you hold shares beneficially in street name, you may 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.
Can I change my vote or revoke my proxy?
If you are the stockholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the Annual Meeting. Proxies may be revoked by any of the following actions:
● | · | filing a timely written notice of revocation with our Corporate Secretary at our principal executive office (2025 Hamilton Avenue, San Jose, California 95125); |
● | · | submitting a new proxy at a later date via the Internet, by telephone, or by mail following the instructions provided in the Notice or, if requested, the proxy card; or |
● | · | attending the Annual Meeting and voting (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. 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.
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Questions and Answers About the Proxy Materials and Our 2021 Annual Meeting
You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to:
● | · | the ratification of the appointment of independent auditors; |
● | · | the advisory vote to approve named executive officers’ compensation; and |
● | · | the stockholder proposal regarding right to act by written consent.proposals. |
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.
If you provide specific instructions with regard to certain proposals, your shares will be voted as you instruct on such proposals. If no instructions are indicated, 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.
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.
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Questions and Answers About the Proxy Materials and Our 2020 Annual Meeting
For each of the other proposals, abstentions have the same effect as “AGAINST” votes. If you are a beneficial holder and do not provide specific voting instructions to your broker, the organization that holds your shares will not be authorized to vote your shares, which would result in “broker non-votes,” on proposals other than the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2020.2021. 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* |
| Election of 13 director nominees named in this Proxy Statement | | For, against or abstain on each nominee | | A nominee for director will be elected if the votes cast for such nominee exceed the votes cast against such nominee | | 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 | | Treated as votes against | | Brokers have discretion to vote |
| Advisory vote to approve named executive officers compensation | | For, against or abstain | | The affirmative vote of a majority of the shares of common stock represented at the Annual Meeting in person or by proxy and entitled to vote thereon | | Treated as votes against | | No effect |
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 | | 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. |
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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 election at the Annual Meeting has tendered an irrevocable resignation from the Board that will become effective if (1) the election is uncontested and (2) the Corporate Governance and Nominating Committee 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., 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 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.
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Questions and Answers About the Proxy Materials and Our 2020 Annual Meeting
May I propose actions for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?
You may submit proposals for consideration at future annual stockholder meetings. To be considered for inclusion in the proxy materials for our 20212022 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 January 20,December 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 20212022 Annual Meeting of Stockholders so long as it is submitted to our Corporate Secretary at our principal executive office no earlier than March 1, 2021February 15, 2022 and no later than March 31, 202117, 2022 and otherwise in accordance with our bylaws.
Our bylaws also provide that, under certain circumstances, a stockholder or group of stockholders may include director candidates that they have nominated in the proxy materials for our annual meetings. These proxy access provisions of our bylaws 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. Requests to include stockholder-nominated candidates in the Company’s proxy materials for the 20212022 Annual Meeting of Stockholders must be received by the Corporate Secretary at the above address no earlier than March 1, 2021February 15, 2022 and no later than March 31, 2021.17, 2022. We advise you to review our bylaws, which contain these and other requirements with respect to advance notice of stockholder proposals and director nominations and proxy access nominations, including certain information that must be included concerning the stockholder and each proposal and nominee. Failure to comply with the requirements, procedures and deadlines in our bylaws may preclude presentation and consideration of the matter or nomination of the applicable candidate for election at the 20212022 Annual Meeting of Stockholders. Our bylaws were filed with the SEC as an
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Questions and Answers About the Proxy Materials and Our 2021 Annual Meeting
exhibit to our Annual Report on Form 10-K for the year ended December 31, 20192020 and can be viewed by visiting our investor relations website athttps://investors.ebayinc.com/financial-information/annual-reports/default.aspxdefault.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).
How can I get electronic access to the Proxy Statement and Annual Report?
The Notice, proxy card or voting instruction form will contain instructions on how to:
● | · | view our proxy materials for the Annual Meeting on the Internet and vote your shares; and |
● | · | instruct us to send our future proxy materials to you electronically by email. |
Our proxy materials are also available on our investor relations website at
https://investors.ebayinc.com/financial-information/annual-reports/default.aspx.
You can choose to receive future proxy materials electronically by visiting our investor relations website athttps://investors.ebayinc.com/financial-information/annual-reports/default.aspx. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your choice to receive proxy materials electronically will remain in effect until you contact eBay Investor Relations and tell us otherwise. You may visit our investor relations website athttps://investors.ebayinc.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.
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.
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Questions and Answers About the Proxy Materials and Our 2020 Annual Meeting
How do I obtain a separate set of proxy materials if I share an address with other stockholders?
eBay has adopted an SEC-approved procedure called “householding.” Under this procedure, we are delivering a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share an address, unless otherwise requested from one or more of the stockholders. This procedure reduces the environmental impact of our annual meetings and reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. If you reside at such an address and wish to receive a separate copy of the Notice and, if applicable, the proxy materials, including our annual report, you may contact eBay Investor Relations by mail at 2025 Hamilton Avenue, San Jose, California 95125 or atir@ebay.comor by telephone at (408) 376-7493 and we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials. You may also contact eBay Investor Relations if you would like to receive separate copies in the future, or if you are receiving multiple copies of our proxy materials and would like to receive only one copy in the future. Stockholders who hold shares in street name (as described above) may contact their broker, bank, or other nominee to request information about householding.
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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
SecretaryMay 20, 2020
Secretary April 26, 2021
Copies of this Proxy Statement and our annual report for the year ended December 31, 20192020 are available by visiting our investor relations website athttps://investors.ebayinc.com/financial-information/annual-reports/default.aspx.
You may also obtain copies free of charge by contacting investor relations by mail at 2025 Hamilton Avenue, San Jose, California 95125.
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2025 Hamilton Avenue
San Jose, California 95125
http://investors.ebayinc.com
Table of ContentsProxy Statement designed by 2engage LLC / www.2engagefm.com
2025 HAMILTON AVENUE
SAN JOSE, CA 95125
VOTE BY INTERNET
Before The Meeting- Go towww.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 28, 2020.14, 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.
During The Meeting- Go towww.virtualshareholdermeeting.com/EBAY2020
EBAY2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in 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 June 28, 2020.14, 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.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | |
| | D17474-P41206 | | KEEP THIS PORTION FOR YOUR RECORDS |
| | | | DETACH AND RETURN THIS PORTION ONLY |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D46434-P55676 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLYEBAY INC.
The Board of Directors recommends that you vote "FOR" each of the Board of Directors' nominees below:
Proposal 1 -Election of 13 director nominees named in the proxy statement.
Nominees: | | For | | Against | | Abstain |
1a. | | Anthony J. Bates | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1b. | | Adriane M. Brown | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1c. | | Jesse A. Cohn | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1d. | | Diana Farrell | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1e. | | Logan D. Green | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1f. | | Bonnie S. Hammer | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1g. | | Jamie Iannone | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1h. | | Kathleen C. Mitic | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1i. | | Matthew J. Murphy | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1j. | | Pierre M. Omidyar | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1k. | | Paul S. Pressler | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1l. | | Robert H. Swan | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
1m. | | Perry M. Traquina | | ☐ | | ☐ | | ☐ |
The Board of Directors recommends you vote "FOR" proposal 2 below: | | For | | Against | | Abstain |
Proposal 2 - | | Ratification of appointment of independent auditors. | | ☐ | | ☐ | | ☐ |
| | | | | | |
The Board of Directors recommends you vote "FOR" proposal 3 below: | | | | | | |
Proposal 3 - | | Advisory vote to approve named executive officer compensation. | | ☐ | | ☐ | | ☐ |
| | | | | | |
The Board of Directors recommends you vote "AGAINST" proposal 4 below: | | For | | Against | | Abstain |
Proposal 4 - | | Stockholder proposal regarding written consent, if properly presented. | | ☐ | | ☐ | | ☐ |
| | | | | | | | |
NOTE:Such other business as may properly come before the meeting or any continuation or adjournment thereof.
| | | | | | |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. If this proxy is signed and returned, it will be voted in accordance with your instructions.
| | | | | |
Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature (Joint Owners) | Date |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
www.proxyvote.com.D46435-P55676eBay Inc. PROXY SOLICITED BY THE BOARD OF DIRECTORS NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 15, 2021The undersigned hereby appoints JAMIE IANNONE, ANDY CRING and MARIE OH HUBER, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all shares of stock of eBay Inc. that the undersigned may be entitled to vote at the Annual Meeting of Stockholders of eBay Inc., a Delaware corporation, to be held virtually at www.virtualshareholdermeeting.com/EBAY2021, on Tuesday, June 15, 2021, at 8:00 a.m. Pacific Time for the purposes listed on the reverse side and at any and all continuation(s) and adjournment(s) of that meeting, with all powers that the undersigned would possess if personally present, upon and in respect to the instructions indicated on the reverse side, with discretionary authority as to any and all other matters that may properly come before the meeting.THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NO CHOICE IS SPECIFIED: FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THE PROXY STATEMENT, FOR PROPOSALS 2 AND 3, AND AGAINST STOCKHOLDER 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
eBay Inc.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 29, 2020
The undersigned hereby appoints JAMIE IANNONE, ANDY CRING and MARIE OH HUBER, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all shares of stock of eBay Inc. that the undersigned may be entitled to vote at the Annual Meeting of Stockholders of eBay Inc., a Delaware corporation, to be held virtually at www.virtualshareholdermeeting.com/EBAY2020, on Monday, June 29, 2020, at 8:00 a.m., Pacific Time for the purposes listed on the reverse side and at any and all continuation(s) and adjournment(s) of that meeting, with all powers that the undersigned would possess if personally present, upon and in respect to the instructions indicated on the reverse side, with discretionary authority as to any and all other matters that may properly come before the meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NO CHOICE IS SPECIFIED: FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THE PROXY STATEMENT, FOR PROPOSALS 2 AND 3, AND AGAINST PROPOSAL 4, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY CONTINUATION(S) AND ADJOURNMENT(S) THEREOF.
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE THAT IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
Continued and to be signed on reverse side
|
FOReach director nominee
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c/o Corporate Secretary, eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125
No tax gross-ups for change in control benefits
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