Proxy Statement Summary

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Meeting Information

How to Vote

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By Order of the Board of Directors

Marie Oh Huber

Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 15, 2021: the Proxy Statement and the Annual Report are Available at Proposals Requiring Your Votehttps://investors.ebayinc.com/financial-information/annual-reports/default.aspx

www.ebayinc.com     1

Table of Contents

1

Proxy Statement Summary

Executive Compensation

In 2018, eBay made solid progress executing its strategy of delivering the best choice, most relevance and most powerful selling platform for buyers and sellers. The Company accelerated its product innovation to improve the customer experience for buyers and sellers and delivered strong financial results. At the same time, the leadership team continued to foster a culture wedded to the Company’s purpose of creating a better, more sustainable form of commerce and rooted in the core values of being inventive, bold, courageous, diverse and inclusive. The Compensation Committee and our CEO remain committed to our existing executive compensation program, which is designed to align with our business goals and culture, serves the long-term interests of our stockholders and is highly performance based. We believe that ourpay-for-performance-driven executive compensation program ensures that our executives’ compensation is tied to delivering results that support the Company’s business strategy and objectives.

The goals of our executive compensation program are to:

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

Proxy Statement Summary

The following chart shows the breakdown of 2018 compensation for our CEO, Devin Wenig, and illustrates the predominance of equity incentives and performance-based components in our executive compensation program.

DEVIN WENIG

As discussed above, our executive compensation program aligns compensation with our business objectives, and is highly performance-based, with payouts under the program dependent on meeting financial and operational targets over designated performance periods. For 2018, 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, includingFX-neutral revenue,non-GAAP operating margin dollars, return on invested capital, payment intermediation usage andnon-GAAP net income. The specific results for 2018 are described on page 65 under 2018 Business Results.

Proxy Statement Summary

New in this Proxy Statement Special Meeting Threshold  page 19 Board Sustainability Oversight  page 25 Response to COVID-19  page 29 Management ESG Council  page 30 ESG Performance Goals  page 46

N E W  Adopted or modified in recent years in response to stockholder feedback or as part of ongoing assessment of governance best practices.   Our Compensation PracticesForward-Looking Statements. Certain statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward- looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Information on our website should not be deemed incorporated into or part of this proxy statement. We believe our compensation practices align with and support the goals of our executive compensation program and demonstrate our commitment to sound compensation and governance practices. 2     ebay   /  2021 Proxy Statement Board of Directors Proposal 1 What We DoElection of Directors At the Annual Meeting, 13 directors will be elected to serve for a one-year term. The nominees are currently members of the Board, and each of the nominees has been elected previously by stockholders, except for E. Carol Hayles and Mohak Shroff, who joined the Board on September 10, 2020. Each of the nominees has consented to serving as a nominee and being named as a nominee in this Proxy Statement and to serving as a director if elected. Twelve of 13 of the nominees are currently independent directors under the listing standards of The Nasdaq Stock Market and our Corporate Governance Guidelines. If elected at the Annual Meeting, each of the nominees will serve a one-year term until our 2022 Annual Meeting and will hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, or removal. Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. The Company has a resignation policy that would apply to any nominee who does not receive the vote required for election. For more details, please see Corporate Governance – Governance Policies and Practices – Majority Vote Standard for Election of Directors and Director Resignation Policy for Uncontested Elections.        The Board recommends a vote FOReach of the director nominees. www.ebayinc.com     3 Board of Directors   /   2021 Board Nominees 2021 Board Nominees Summary Information               Other       Committees Public               Company Name and Principal Occupation Age Director Since AC CC RC CGNC Boards Anthony J. Bates INDEPENDENT Chief Executive Officer, Genesys 54 2015     1 Adriane M. Brown INDEPENDENT Managing Partner, Flying Fish Ventures 62 2017   o   2 Diana Farrell INDEPENDENT Former President and Founding CEO, JPMorgan Chase Institute 56 2017     0 Logan D. Green INDEPENDENT Chief Executive Officer and Co-Founder, Lyft 37 2016       1 Bonnie S. Hammer INDEPENDENT Vice Chairman, NBCUniversal 70 2015       1 E. Carol Hayles INDEPENDENT Former Chief Financial Officer, CIT Group, Inc. 60 2020       2 Jamie Iannone President and Chief Executive Officer, eBay Inc. 48 2020         0 Kathleen C. Mitic INDEPENDENT Co-Chief Executive Officer and Co-Founder, SomethingElse 51 2011     o 2 Matthew J. Murphy INDEPENDENT President and Chief Executive Officer, Marvell Technology 48 2019     1 Paul S. Pressler INDEPENDENT Chair of eBay Board; Operating Advisor, Clayton, Dubilier & Rice 64 2015     0 Mohak Shroff INDEPENDENT Head of Engineering, LinkedIn 42 2020         0 Robert H. Swan INDEPENDENT Former Chief Executive Officer, Intel Corporation 60 2015   o   0 Perry M. Traquina INDEPENDENT Former Chairman and CEO, Wellington Management Company 65 2015 o     2 AC Audit Committee CC   Compensation CommitteeRC Risk Committee CGNC Corporate Governance and Nominating Committee o Committee  Chair    Member   What We Don’t Do 4     ebay   /  2021 Proxy Statement 2021 Board Nominees   /   Board of Directors Nomination Process Our Corporate Governance and Nominating Committee and Board have evaluated each of the director nominees recommended by our Board against the factors and principles eBay uses to select director nominees. Based on this evaluation, our Corporate Governance and Nominating Committee and the Board have concluded that it is in the best interests of eBay and its stockholders for each of the proposed nominees to serve as a director of eBay. The Board believes that all of these nominees have a strong track record of being responsible stewards of stockholders’ interests and bring extraordinarily valuable insight, perspective, and expertise to the Board. Additional reasons that the Board recommends supporting the election of the director nominees include: · All of the nominees have high-level managerial experience in relatively complex organizations. · Each nominee has highly relevant professional experience in the management, technology, and innovation fields. · The Board believes each nominee is an individual of high character and integrity and is able to contribute to strong board dynamics. · Each of these nominees has experience and expertise that complement the skill sets of the other nominees. · Each nominee is highly engaged and able to commit the time and resources needed to provide active oversight of eBay and its management. During 2020, our Board held ten meetings, and each Board member attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served. None of the nominees serves on the boards of more than two other public companies, and each of the nominees who is currently an executive officer of a publicly traded company does not serve on any other boards beyond eBay and the Board of his or her own company. In addition to these attributes, in each individual’s biography set forth below, we have highlighted specific experience, qualifications, and skills that led the Board to conclude that each individual should serve as a director of eBay. For additional information regarding the Corporate Governance and Nominating Committee’s approach to Board refreshment and nominations, please see Corporate Governance – Board Composition and Independence – Director Nomination Process. Diversity Our director nominees exhibit the following diverse mix of characteristics: Tenure 1 4 Age 1 4 Gender and Ethnicity 5 Women >8 years <4 years >65 years <50 years 8 4-8 years 5 Years Average 8 50-65 years 46% Diversity 3 Ethnic Minorities Skills and Experience Technology Industry Management 8/13 11/13 E-Commerce/Retail Entrepreneurship 5/13 2/13 Public Policy Strategy 1/13 10/13 Transactions/M&A Product, Marketing and Media 2/13 5/13 Leadership Investment/Finance www.ebayinc.com     5 Board of Directors   /   2021 Board Nominees Anthony J. Bates Age: 54 Director Since: 2015 Committees: ·   Compensation Committee ·   Risk Committee Other Public Company Boards: ·   VMware, Inc. (since 2016)     Experience Mr. Bates is CEO of Genesys, which provides customer-experience and call-center technology. He was Vice Chairman of the board of Social Capital Hedosophia Holdings Corp. (“Social Capital,” a special purpose acquisition company) from 2017 to 2019. From May 2017 through June 2018, Mr. Bates held the position of Chief Executive Officer of Growth at Social Capital. He also has been a member of the board of directors of VMware, Inc. since 2016, where he is chair of the Mergers & Acquisitions committee. He was formerly a member of the board of directors of GoPro, Inc. Mr. Bates was President of GoPro, a technology company that manufactures action cameras, from 2014 to 2016, and helped with the initial public offering of the company. Before joining GoPro, Mr. Bates was the Executive Vice President of Microsoft Corp.’s Business Development and Evangelism group, responsible for the company’s relationships with key original equipment manufacturers (OEMs), strategic innovation partners, independent software vendors and developers. Mr. Bates also led Microsoft’s corporate strategy team. Mr. Bates was also the President of Microsoft’s Skype Division and the Chief Executive Officer of Skype, Inc. prior to its acquisition in October of 2011. Preceding Skype, Mr. Bates held senior positions with both Cisco Systems, Inc. and MCI Internet. Mr. Bates previously served as a member of the boards of YouTube, Inc. and LoveFilm. Director Qualifications ✓·  Align executive compensationTechnology and Retail Industry Experience: Executive leadership in the technology industry, including the management of worldwide operations, sales, service and support areas. Technical skills, as evidenced by his 10 patents in network innovations and his 12 requests for comments published with the interestsInternet Engineering Task Force. Retail industry experience from his prior employment at GoPro, a consumer products company, YouTube, and LoveFilm, a provider of our stockholdersDVD-by-mail and streaming video on demand. · •  Pay-for-performance emphasized •  MajorityManagement, Leadership and Strategy Experience: Current serves on board of total compensation comprises performance-based compensation: PBRSUsVMware, Inc.; formerly on board of Social Capital Hedosophia Holdings Corp.; and annual cash incentives •  Equity/cash compensation ratio significantly favors equity •  Meaningful stock ownership requirements ✓ Avoid excessive risk-taking •  Robust clawback policy •  Multiple performance measures, caps on incentive payments,formerly President and overlappingtwo-year performance periods for PBRSU awards ✓ Adhere to compensation best practices •  Compensation benchmarkeda board member of GoPro. Former Executive Vice President, Business Development and Evangelism at or around the 50th percentileMicrosoft Corporation, former Chief Executive Officer of peer group •  Independent compensation consultant engaged •  Only limited perquisites for executive officers that are not available to all employees ✘ Taxgross-ups for change in control benefits ✘ Automatic “single-trigger” accelerationSkype Inc. and former Senior Vice President of equity upon a change in control ✘Cisco Systems, Inc. Repricing or buyout of underwater stock options without stockholder approval ✘ Hedging and pledging transactions   6     ebay   /  2021 Proxy Statement 5 Corporate Governance2021 Board Nominees   /   Board of Directors   Adriane M. Brown Age: 62 Director Since: 2017 Committees: ·   Compensation Committee (Chair) ·   Risk Committee Other Public Company Boards: ·   Axon Enterprise, Inc. (since 2020) ·   American Airlines Group, Inc. (since 2021) Experience Ms. Brown joined Flying Fish Ventures, as a Venture Partner in November 2018 and became a Managing Partner of the venture capital firm in February 2021. Prior to that, Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures (“IV”), an invention and investment company that commercializes inventions, from January 2010 through July 2017, and served as a Senior Advisor until December 2018. Before joining IV, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation Systems. Over the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets globally. Prior to Honeywell, Ms. Brown spent 19 years at Corning, Inc., ultimately serving as Vice President and General Manager, Environmental Products Division, having started her career there as a shift supervisor. Ms. Brown serves on the boards of directors of American Airlines Group, Inc., Axon Enterprise, Inc., Washington Research Foundation, and the Pacific Science Center. Ms. Brown previously served on the boards of directors of Allergan Plc and Raytheon Company until 2020. Ms. Brown holds a Doctorate of Humane Letters and a bachelor’s degree in environmental health from Old Dominion University, and is a winner of its Distinguished Alumni Award. She also holds a master’s degree in management from the Massachusetts Institute of Technology where she was a Sloan Fellow. Director Qualifications · Leadership and Strategy Experience: Leadership of global technology and commercial businesses at Honeywell Transportation, Corning, Allergan and Raytheon. Experience driving business strategy, growth and development, innovation and R&D, manufacturing and sales, and customer service and expansion. · Investment/Finance, Management and Technology Industry Experience: President and Chief Operating Officer for IV from January 2010 to July 2017. During her tenure at IV, the company delivered more than $3 billion in revenue, invented technology enabling 14 companies and joint ventures, acquired 50 customers and established Global Good and Research, a global health invention and innovation project. Corporate Governancewww.ebayinc.com     7 Board of Directors   /   2021 Board Nominees Diana Farrell Age: 56 Director Since: 2017 Committees: ·   Corporate Governance and Nominating Committee ·   Risk Committee Other Public Company Boards: ·   None Experience Ms. Farrell is the retired Founding President and Chief Executive Officer of the JPMorgan Chase Institute. From 2014 to 2020, she was the President and Chief Executive Officer of the institute. Previously, Ms. Farrell was a Senior Partner at McKinsey & Company where she was the Global Head of the McKinsey Center for Government and the McKinsey Global Institute. Ms. Farrell served in the White House as Deputy Director of the National Economic Council and Deputy Assistant to the President on Economic Policy for 2009-2010. During her tenure, she led interagency processes and stakeholder management on a broad portfolio of economic and legislative initiatives. Ms. Farrell coordinated policy development and stakeholder engagement for economic recovery, innovation and competition, and she led financial policy initiatives including the passage of major legislation. She also served as a member of the President’s Auto Recovery Task Force. Ms. Farrell serves on the boards of directors of The Urban Institute and the National Bureau of Economic Research. In addition, Ms. Farrell is a Trustee of the Trilateral Commission and a Trustee Emeritus of Wesleyan University, and she serves as Co-Chair of the World Economic Forum’s Council on the Future of Fiscal and Monetary Policy. Ms. Farrell is a member of the Council on Foreign Relations, the Bretton Woods Committee, the National Academies of Science’s Committee on National Statistics, the Aspen Economic Strategy Group and the Economic Club of New York. Ms. Farrell holds an M.B.A. from Harvard Business School and has a B.A. from Wesleyan University, where she was awarded a Distinguished Alumna award. Director Qualifications · Policy Experience: Previously global head of the McKinsey Global Institute and McKinsey Center for Government, a leading economic advisor to the President of the United States. Member of several economic and international policy groups and a trustee leading economic think tanks. · Financial Expertise: Former Chief Executive Officer and founding President of the JPMorgan Chase Institute. Led research on global capital markets at McKinsey Global Institute, and interagency process on financial policy as Deputy Director of the National Economic Council. · Leadership and Strategy Experience: Former Senior Partner at McKinsey & Company and Deputy Director of the National Economic Council. Service on non-profit boards and leadership of economic and policy organizations. Overview8     ebay   /  2021 Proxy Statement 2021 Board Nominees   /   Board of Directors Logan D. Green Age: 37 Director Since: 2016 Committees: ·   Compensation Committee Other Public Company Boards: ·   Lyft, Inc. (since 2019) Experience Mr. Green has served as the Chief Executive Officer and Co-Founder of Lyft, Inc., a rideshare company, since 2012, where he is also a member of the Board of Directors. Lyft grew out of Zimride, a rideshare company previously co-founded by Mr. Green in 2007. Zimride was acquired by Enterprise Rent-A-Car. Mr. Green received his B.A. in Business Economics from the University of California, Santa Barbara. Director Qualifications · Technology and E-Commerce Industry, Leadership, Management, Strategy and Entrepreneurship Experience: CEO and Co-Founder of Lyft, a publicly traded, on-demand transportation company. www.ebayinc.com     9 Board of Directors   /   2021 Board Nominees Bonnie S. Hammer Age: 70 Director Since: 2015 Committees: ·   Corporate Governance and Nominating Committee Other Public Company Boards: ·   IAC/InteractiveCorp (since 2014) Experience Ms. Hammer is Vice Chairman, NBCUniversal. Previously, Ms. Hammer served as Chairman, NBCUniversal Content Studios, where she oversaw Universal Television, Universal Content Productions and NBCUniversal International Studios. Prior to her tenure as Chairman of Content Studios, Ms. Hammer was Chairman, Direct-to-Consumer and Digital Enterprises, where she built the brand identity and greenlit the initial content slate for Peacock, NBCUniversal’s streaming service. Prior to this role, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment from February 2013 to January 2019. In this capacity, Ms. Hammer had executive oversight over a number of leading cable brands (the USA, Syfy, E! Entertainment, Bravo, Oxygen and Universal Kids networks), as well as Universal Cable Productions, which created original scripted content for cable, broadcast and streaming platforms, and Wilshire Studios, which produced original reality programming. Prior to her tenure as Chairman of NBCUniversal Cable Entertainment, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment and Cable Studios from November 2010. In this capacity, Ms. Hammer had executive oversight over well-known cable brands (the USA, Syfy, E! Entertainment, Chiller, Cloo and Universal HD networks), as well as Universal Cable Productions and Wilshire Studios. Prior to joining NBCUniversal in May 2004, Ms. Hammer served as President of Syfy from 2001 to 2004 and held other senior executive positions at Syfy and USA Network from 1989 to 2000. Earlier in her career, she was an original programming executive at Lifetime Television Network from 1987 to 1989. Ms. Hammer also serves on the board of directors of IAC/InteractiveCorp. In addition to her for-profit affiliations, Ms. Hammer currently sits on the Board of Governors for the Motion Picture & Television Fund Foundation and serves on the strategic planning committee for Boston University’s College of Communication. Ms. Hammer holds a bachelor’s degree in communications and a master’s degree in media and new technology from Boston University. In 2017, Boston University awarded her an Honorary Doctorate of Humane Letters. Director Qualifications · Product, Marketing and Media Experience: Industry leader in media for over 40 years, with expertise in network programming, production, marketing, and multiplatform branding. · Leadership, Strategy and Management Experience: Vice Chairman, NBCUniversal and previous executive roles including oversight of NBCUniversal’s innovative streaming service, prominent cable brands and production studios. 10     ebay   /  2021 Proxy Statement 2021 Board Nominees   /   Board of Directors E. Carol Hayles Age: 60 Director Since: 2020 Committees: ·   Audit Committee Other Public Company Boards: ·   Blucora, Inc. (since 2018) ·   Webster Financial Corporation (since 2018) Experience Ms. Hayles was Executive Vice President and Chief Financial Officer of CIT Group Inc., a financial services company from November 2015 to May 2017, during which time she was responsible for overseeing all financial operations. She served as Controller and Principal Accounting Officer of CIT Group Inc. from July 2010 to November 2015, where she was responsible for managing the financial accounting and reporting functions, including SEC and regulatory reporting. Prior to CIT, Ms. Hayles spent 24 years in various finance roles at Citigroup, Inc., most recently as Deputy Controller. She began her career at PricewaterhouseCoopers LLP in Toronto, Canada. She was a Canadian Chartered Accountant from 1985 to 2009, and she received her BBA from York University in Toronto. Director Qualifications · Investment/Finance, Management, Transactions/M&A and Leadership Experience: Chief Financial Officer of CIT Group and executive role with Citigroup. www.ebayinc.com     11 Board of Directors   /   2021 Board Nominees Jamie Iannone Age: 48 Director Since: 2020 Committees: · None Other Public Company Boards: · None Experience Mr. Iannone has been President and Chief Executive Officer of eBay since April 2020. Earlier in 2020, Mr. Iannone served as Chief Operating Officer of Walmart eCommerce, where he also was responsible for Store No. 8, Walmart’s incubation hub. Since 2014, Mr. Iannone held leadership roles at Walmart Inc. including CEO of SamsClub.com and Executive Vice President of membership and technology, Sam’s Club, a $57 billion business. In those roles, Mr. Iannone grew the SamsClub.com business and Sam’s Club’s membership base. Before Walmart Inc., Mr. Iannone was Executive Vice President of Digital Products at Barnes & Noble, Inc., where he was responsible for all NOOK devices, software, accessories and retail integration and experiences; books and digital content; and third-party partnerships. Mr. Iannone held various roles at eBay from 2001 to 2009, including leading Product Marketing, Search, and Buyer Experience. He previously worked at Epinions.com and Booz Allen Hamilton. Mr. Iannone also served on the Board of Directors of The Children’s Place. He earned a Bachelor of Science in operations research, engineering and management systems from Princeton University and a Master of Business Administration from the Stanford Graduate School of Business. Director Qualifications · Technology Industry, Management, Strategy and Leadership Experience: Executive with three large, innovative global technology companies: eBay, Walmart, and Barnes and Noble. Board experience at The Children’s Place. · E-Commerce and Retail Industry Experience: Leader with an array of online and offline retail businesses, including eBay, SamsClub.com, Sam’s Club, Barnes and Noble, The Children’s Place, and Epinions.com. · Product and Media Experience: Delivered innovative product experiences in executive roles at eBay, SamsClub.com and Sam’s Club, and Barnes and Noble. Led media partnerships, books, digital content, and NOOK software at Barnes and Noble. 12     ebay   /  2021 Proxy Statement 2021 Board Nominees   /   Board of Directors Kathleen C. Mitic Age: 51 Director Since: 2011 Committees: ·   Compensation Committee ·   Corporate Governance and Nominating Committee (Chair) Other Public Company Boards: ·   RH (f/k/a Restoration Hardware Holdings, Inc.) (since 2013) ·   TCV Acquisition Corp. (since 2021) Experience Ms. Mitic is Co-CEO and Co-Founder of SomethingElse, a direct-to-consumer beverage company. From 2012 to 2017, Ms. Mitic was the Chief Executive Officer and Co-Founder of Sitch, a startup building mobile consumer products. From 2010 to 2012, Ms. Mitic served as Director of Platform and Mobile Marketing at Facebook, where she was responsible for developing and growing global developer and partner products. Prior to joining Facebook, Ms. Mitic served as Senior Vice President, Product Marketing at Palm, expanding the company product lines and international footprint through its acquisition by Hewlett-Packard in 2010. Prior to Palm, Ms. Mitic spent 15 years in leadership positions at various consumer technology companies. These experiences include at NetDynamics (acquired by Sun Microsystems) where she launched the industry’s first application server, at Four11 where she built the email service RocketMail (now Yahoo! Mail) and at Yahoo! where she served as Vice President and General Manager. Ms. Mitic currently serves on the boards of directors of RH (formerly known as Restoration Hardware Holdings, Inc.) and TCV Acquisition Corp. She also serves on the board of directors of Headspace, a health and wellness technology company, DVx Ventures, and the non-profit organization Lean In. Ms. Mitic received her B.A. from Stanford University and her M.B.A. from Harvard Business School. Director Qualifications · Product, Marketing and Media Experience: Expertise in global products, marketing and media through work leading Global Platform and Mobile Marketing at Facebook, Inc. and the Global Products Marketing group at Palm, Inc., and as Vice President and General Manager at Yahoo! Inc. · Technology Industry, Entrepreneurship and Leadership Experience: Consumer-facing executive positions in technology industry (listed above) for over twenty years. Entrepreneurial experience building and operating technology companies as Co-Founder and Co-Chief Executive Officer of Sitch, Inc. and former Vice President and General Manager of Yahoo! Inc. www.ebayinc.com     13 Board of Directors   /   2021 Board Nominees Matthew J. Murphy Age: 48 Director Since: 2019 Committees: ·   Audit Committee ·   Risk Committee Other Public Company Boards: ·   Marvell Technology Group Ltd. (since 2016) Experience Mr. Murphy is President and Chief Executive Officer of Marvell Technology Group Ltd. (“Marvell”), a semiconductor company. He has led Marvell since joining in July 2016 and also serves as a member of Marvell’s board of directors. In his role as CEO, Mr. Murphy is responsible for (1) providing adviceleading new technology development, directing ongoing operations and oversightdriving Marvell’s growth strategy. Prior to joining Marvell, Mr. Murphy worked for Maxim Integrated Products, Inc., a company that designs, manufactures and sells analog and mixed-signal integrated circuits. He advanced there through a series of business leadership roles over two decades. Most recently, he served as Executive Vice President of Business Units and Sales & Marketing, overseeing all product development and go-to-market activities. Prior to that, he served as the Senior Vice President of the strategicCommunications and operational directionAutomotive Solutions Group and Vice President of Worldwide Sales and Marketing. Mr. Murphy is a recipient of a Silicon Valley Business Journal 2019 C-Suite award for CEO of a Large Public Company, and was a “40 Under 40” honoree in 2011. In 2018, Institutional Investor named him All-America Executive Team Best CEO in the semiconductor category. He also served as the Chairman of the Semiconductor Industry Association (SIA) in 2018. Mr. Murphy earned a B.A. from Franklin & Marshall College, and is also a graduate of the Stanford Executive Program. He serves on the boards of directors of the SIA and Global Semiconductor Alliance. Director Qualifications · Technology Industry, Product, Leadership, Management and Strategy Experience: Chief Executive Officer of Marvell, management and executive positions with Maxim Integrated Products, Inc., and board membership at Global Semiconductor Alliance and Semiconductor Industry Association. 14     ebay   /  2021 Proxy Statement 2021 Board Nominees   /   Board of Directors Paul S. Pressler Chair of the Board Age: 64 Director Since: 2015 Committees: ·   Compensation Committee ·   Corporate Governance and Nominating Committee Other Public Company Boards: ·   None Experience Mr. Pressler has been an Operating Advisor of Clayton, Dubilier & Rice, LLC, a private equity investment firm, since 2020. He was previously a partner of Clayton, Dubilier & Rice from 2009 to 2020. Previously, Mr. Pressler was Chairman of David’s Bridal, Inc. from 2012 to 2018, AssuraMed Holding, Inc. from 2010 to 2013 and SiteOne Landscape Supply, Inc. from to 2013 to 2017. Mr. Pressler served as President and Chief Executive Officer of The Gap, Inc. for five years, from 2002 to 2007. Before that, he spent 15 years in senior leadership roles with The Walt Disney Company, including Chairman of the global theme park and (2) overseeingresorts division, President of Disneyland, and President of The Disney Stores. Mr. Pressler currently serves on the board of directors of Wilsonart, Inc. and MOD Super Fast Pizza, LLC. Mr. Pressler received his B.S. from the State University of New York at Oneonta. Director Qualifications · Investment/Finance Experience and Transactions/M&A Expertise: Operating Advisor and former partner at private equity firm Clayton, Dubilier & Rice since 2009. · Leadership, Management, Retail Industry and Strategy Experience: Formerly Chairman of David’s Bridal, Chairman of SiteOne Landscape Supply, Chairman of AssuraMed, President and Chief Executive Officer of The Gap, and 15 years in senior leadership at The Walt Disney Company, including President of The Disney Stores. www.ebayinc.com     15 Board of Directors   /   2021 Board Nominees Mohak Shroff Age: 42 Director Since: 2020 Committees: ·   None Other Public Company Boards: ·   None Experience Mr. Shroff is Sr. Vice President and Head of Engineering at LinkedIn. His teams are responsible for building, scaling, and protecting LinkedIn. In his time at LinkedIn, he has played several key roles, from serving as head of product engineering, to working with the infrastructure and monetization teams, to leading Project Inversion. Prior to joining LinkedIn in 2008, Mr. Shroff served as key technical leader on the Ariba Supplier Network engineering team. Mr. Shroff holds a BS in computer science from University of Texas at Austin. Director Qualifications · Technology Industry, Product, Management, Strategy and Leadership Experience: Executive and technology leader with LinkedIn. 16     ebay   /  2021 Proxy Statement 2021 Board Nominees   /   Board of Directors Robert H. Swan Age: 60 Director Since: 2015 Committees: ·   Audit Committee ·   Risk Committee (Chair) Other Public Company Boards: ·   None Experience Mr. Swan is the former CEO of Intel Corporation (“Intel”), a multinational technology company. He first served as Intel’s Executive Vice President and Chief Financial Officer from 2016 and added interim CEO to his duties in June 2018 to January 2019, then served as a director and CEO from January 2019 to February 2021. Mr. Swan served as an Operating Partner of General Atlantic, a leading global growth equity firm. From 2006 to 2015, Mr. Swan served as Senior Vice President, Finance and Chief Financial Officer at eBay, where he oversaw all aspects of the Company’s finance function, including controllership, financial planning and analysis, tax, treasury, audit, mergers and acquisitions, and investor relations. Prior to eBay, Mr. Swan served as Chief Financial Officer at Electronic Data Systems Corp., TRW Inc., and Webvan Group, Inc. He also served as Chief Operating Officer and CEO of Webvan Group. He previously served on the board of directors of Applied Materials, Inc. from 2009 to 2016, and AppDynamics from 2016 to 2017. Mr. Swan began his career at General Electric, where he spent 15 years in numerous senior finance roles, including divisional Chief Financial Officer for GE Transportation Systems, GE Healthcare Europe, and GE Lighting. Mr. Swan received his B.S. from the University at Buffalo and his M.B.A. from the State University of New York at Binghamton. Director Qualifications · Investment/Finance and Transactions/M&A Expertise: Former Chief Financial Officer of Intel, eBay and Electronic Data Systems. · Leadership, Management, Strategy Experience and Technology and E-Commerce/Retail Industry Experience: Former Chief Executive Officer of Intel and executive roles at eBay, Intel, and Electronic Data Systems. www.ebayinc.com     17 Board of Directors   /   2021 Board Nominees Perry M. Traquina Age: 65 Director Since: 2015 Committees: ·   Audit Committee (Chair) ·   Corporate Governance and Nominating Committee Other Public Company Boards: ·   Morgan Stanley (since 2015) ·   The Allstate Corporation (since 2016) Experience Mr. Traquina is the former Chairman, Chief Executive Officer, and Managing Partner of Wellington Management Company LLP, a global investment management each to ensurefirm. Mr. Traquina held this position for a decade until his retirement from the Company operatesfirm in ways that support2014. During his 34-year career at Wellington, he was an investor for 17 years and a member of the long-term interest of our stockholders andmanagement team for the other stakeholders we serve. The Board has adopted clearhalf of his time at the firm. Mr. Traquina received his B.A. from Brandeis University and specific governance guidelines (“his M.B.A. from Harvard University. Director Qualifications · Investment/Finance Experience: More than 34 years of leadership at Wellington Management Company LLP. · Leadership and Management Experience: Former Chairman, CEO, and Managing Partner of Wellington Management Company LLP, and current service on boards of directors of Morgan Stanley and The Allstate Corporation. 18     ebay   /  2021 Proxy Statement Corporate Governance Guidelines”) that, along with our bylaws, Board committee charters, and our Code of Business Conduct and Ethics (“Code of Business Conduct”), provide the framework for the governance of the Company. Highlights eBay is committed to transparency and accountability, as demonstrated by the following governance features:           ✓Board Composition and Independence ü   Diverse experience and perspectives ü  Commitment to Board refreshment ü   Strong Board independence (14(12 of 1513 directors are independent)   ✓ Declassified Board with all members standing for election annually Leadership Structure and Effectiveness ✓ü  Majority vote standard for uncontested director elections   Separate Board Chair and CEO roles ✓ü  Stockholder right to call a special meeting  Risk Committee ✓ü   Robust self-evaluation process Board Oversight and Stockholder proxy access Engagement ✓ü   Strategy and Risk Oversight ü   Oversight of sustainability initiatives  N E W  ü   Strong stockholder engagement practicepractices ✓Board Governance Policies & Practices Separate Chairman and CEO roles ✓ü  Independent Chairman with robust responsibilities   Clawback policy ✓ü  Simple majority vote standard for bylaw/charter amendments and transactions ✓ Clawback policy ✓ Stock  Robust stock ownership requirements for our executive officers and directors ✓ü   Anti-hedging and anti-pledging policies Stockholder Rights Our Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders, including governance provisions that protect and empower stockholders. ü   Special Meetings – Stockholders representing 20% or more of eBay common stock can call a special meeting of stockholders.  N E W  ü   Annual Election of Board of Directors – All directors are elected annually by the stockholders, and stockholders can remove directors with or without cause. ü Majority Voting for Election of Board of Directors – We have adopted a majority voting standard for the election of directors in uncontested elections. ü Proxy Access for Director Nominations – We have adopted a proxy access bylaw provision that allows an eligible stockholder or group of stockholders to nominate candidates for election to the Board that are included in our proxy statement and ballot. ü   Majority Voting for Charter and Bylaw Amendments – Our charter and bylaw provisions do not have supermajority voting provisions. Stockholders can approve binding charter and bylaw amendments with a majority vote. ü   Independent Board Leadership – We have separated the roles of Chair of the Board and CEO, and the Chair of the Board is an independent director. When our Board Chair is not independent, we require a Lead Independent Director with robust responsibilities. ü   Stockholder Engagement – Stockholders can communicate directly with the Board and/or individual directors. In addition, management and members of the Board regularly engage with stockholders to solicit their views on important issues such as corporate governance and executive compensation.  N E W  Adopted or modified in recent years in response to stockholder feedback or as part of ongoing assessment of governance best practice. www.ebayinc.com     19 Corporate Governance   /   Board Composition and Independence Board Composition and Independence The Board has developed a set of guiding principles relating to Board membership. The Board believes that in light of the rapidly changing environment in which the Company operates, the Board must be comprised of members with highly relevant professional experience. In addition, although the Board does not have term limits, the Board believes that a certain amount of director turnover is to be expected and is desirable. Ongoing Assessment of Composition Commitment to Board Refreshment Our Board has shown an ongoing commitment to Board refreshment and to having highly qualified, independent perspectives in the boardroom. Of our 13 current directors, 12 were added since 2015. Our directors have an average tenure of 5 years. This experience balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors. A goal of our board refreshment is enhancing the diversity of skills and experience of the Board. Nominating Process The Corporate Governance Guidelines,and Nominating Committee considers nominee recommendations from a variety of sources, including nominees recommended by stockholders. The Corporate Governance and Nominating Committee has from time to time retained an executive search firm to help facilitate the chartersscreening and interview process of director nominees, as it did for the search process that identified directors Hayles and Shroff in 2020. The Corporate Governance and Nominating Committee expects that qualified candidates will have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems, and will be able to represent the interests of the stockholders as a whole rather than special interest groups or constituencies. Director Selection Principles The Corporate Governance and Nominating Committee considers a number of factors in determining the slate of director nominees for election to the Company’s Board that it recommends to the Board, with each candidate being reviewed relative to the following principles. ü   The Board should be composed of directors chosen on the basis of their character, integrity, judgment, skills, background, and experience of particular relevance to the Company. ü   Directors should have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems. ü   Directors should also represent the balanced, best interests of the stockholders as a whole, rather than special interest groups or constituencies. ü   Each director should be an individual of the highest character and integrity, with the ability to work well with others and with sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director. ü   In addressing the overall composition of the Board, characteristics such as gender, race, age, international background, and expertise should be considered. ü   The Board should be composed of directors who are highly engaged with our business. ü   The Board should include individuals with highly relevant professional experience. 20     ebay   /  2021 Proxy Statement Board Composition and Independence   /   Corporate Governance Diversity of Skills and Experience In planning for succession, the Corporate Governance and Nominating Committee considers the overall mix of skills and experience of the Board and the types of skills and experience desirable for future Board members, in light of the Company’s business and long-term strategy. Experiences, qualifications, skills and attributes prioritized by the committee include the following. + Technology industry experience + Retail and e-commerce industry experience + Strategy experience in either established or growth markets + Investment and finance experience + Leadership experience, including public company governance + Entrepreneurship + Transactional experience, including mergers and acquisitions + Management experience, including talent and culture development + Product, marketing and media experience + Government and public policy experience + Global business experience + Sustainable business practices experience + Financial expertise, including expertise gained as a chief financial officer or other sophisticated experience Further Diversity Priorities (Gender and Race) In addition to skills and experience, the Corporate Governance and Nominating Committee considers gender, race, age and national origin in evaluating potential Board members. When searching for new directors, the Corporate Governance and Nominating Committee actively seeks out women and individuals from underrepresented groups to include in the pool from which Board nominees are chosen. Stockholder Nominations and Proxy Access Stockholders wishing to submit recommendations or director nominations pursuant to the advance notice procedures set forth in our bylaws for our 2022 Annual Meeting of Stockholders should submit their recommendations or nominations to the Corporate Governance and Nominating Committee in care of our principal Board committees,Corporate Secretary. Such nominations should be in accordance with the time limitations, procedures, and requirements described under the heading “May I propose actions for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?” in the section entitled “Questions and Answers About the Proxy Materials and Our 2021 Annual Meeting.” Our “Proxy Access” bylaw provision permits an eligible stockholder or group of up to 20 stockholders to nominate candidates for election to our Code of Business Conduct can be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents. Any changes in these governance documentsBoard. Proxy access candidates will be reflectedincluded in our proxy statement and ballot. The proxy access bylaw provision provides that holders of at least 3% of eBay common stock, which can comprise up to 20 stockholders, holding such stock continuously for at least three years, can nominate two individuals or 20% of the same location on our website. Information contained on our investor relations websiteBoard, whichever is not partgreater, for election at an annual meeting of stockholders. Our bylaws provide details regarding the time frames and procedures that must be followed and other requirements that must be met to nominate directors through this Proxy Statement.process. www.ebayinc.com     21 Corporate Governance   /   Board Composition and Independence   Director Independence The rules of The Nasdaq Stock Market require listed companies to have a board of directors with at least a majority of independent directors. These rules have both objective tests and a subjective test for determining who is an “independent director.”   Objective tests The objective tests state, for example, that a director is not considered independent if he or she is an employee of the Company, or is a partner in, or a controlling stockholder or executive officer of, an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year. Subjective test The subjective test requires our Board to affirmatively determine that a director does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. On a quarterly basis, each Each member of our Board is required to complete a questionnaire designedprovide information to provide informationsupplement the Company’s own due diligence to assist the Board in determining whether the director is independent under the listing standards of The Nasdaq Stock Market and our Corporate Governance Guidelines, and whether members of our Audit Committee and Compensation Committee satisfy additional Securities and Exchange Commission (“SEC”)SEC and Nasdaq independence requirements. Corporate Governance   Our Board has adopted guidelines setting forth certain categories of transactions, relationships, and arrangements that it has deemed immaterial for purposes of making its determination regarding a director’s independence, and does not consider any such transactions, relationships, and arrangements in making its subjective determination.   14 of our 15 Directors are Independent Our Board has determined that each12 of the following directors isour 13 Directors are independent under the listing standards of The Nasdaq Stock Market and under eBay’s Corporate Governance Guidelines:Guidelines. Jamie Iannone, who joined the Board and became our President and Chief Executive Officer on April 27, 2020, is not an independent director.   Fred D. Anderson Jr.In accordance with the rules of The Nasdaq Stock Market, the Board limits membership on the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee to independent directors.   Anthony J. BatesOur Corporate Governance Guidelines require any director who has previously been determined to be independent to inform the Chair of the Board and our Corporate Secretary of any change in circumstance that may cause his or her status as an independent director to change.   22     ebay   /  2021 Proxy Statement Adriane M. BrownBoard Leadership Structure and Effectiveness   /   Corporate Governance   Jesse A. CohnBoard Leadership Structure and Effectiveness   Board Leadership In accordance with our bylaws, our Board elects our Chair of the Board and appoints our CEO. Our Corporate Governance Guidelines require that the roles of Chair of the Board and CEO be held by separate individuals and require the appointment of a lead independent director if the Chair of the Board is not an independent director. The Board believes that the separation of the offices of the Chair of the Board and CEO is appropriate at this time as it aids in the Board’s oversight of management and it allows our CEO to focus primarily on his management responsibilities. Director Pressler has served as our Chair of the Board since June 2020. Committee Structure The Board has four principal committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Risk Committee. The purpose of the Board committees is to help the Board effectively and efficiently fulfill its responsibilities, but they do not displace the oversight of the Board as a whole. Each committee meets regularly and has a written charter that has been approved by the Board. In addition, a member of each committee periodically reports to the Board on any significant matters discussed by the committee. The Board and each of its committees may retain outside advisors of its choosing at the Company’s expense. Neither the Board nor any committee is required to obtain management’s consent to retain outside advisors. Board of Directors Chair of the Board: Paul S. Pressler (Independent) Audit Committee Chair: Perry M. Traquina All Members Independent Compensation Committee Chair: Adriane M. Brown All Members Independent Corporate Governance and Nominating Committee Chair: Kathleen C. Mitic All Members Independent Risk Committee Chair: Robert H. Swan All Members Independent www.ebayinc.com     23 Corporate Governance   /   Board Leadership Structure and Effectiveness Audit Committee Each member of the Audit Committee is independent in accordance with the audit committee independence requirements of the listing rules of The Nasdaq Stock Market and the applicable rules and regulations of the SEC. Our Board has determined that each of Messrs. Traquina and Swan and Ms. Hayles is an “audit committee financial expert” as defined by SEC rules. Members Key Responsibilities Perry M. Traquina (Chair) Carol Hayles Matthew Murphy Robert Swan Meetings in 2020: 9 ·   Meets with our independent auditors to review the results of the annual audit and to discuss our financial statements ·   Oversees the independence of the independent auditors, evaluates, together with the Board, the independent auditors’ performance, and reviews and approves the fees of the independent auditors ·   Receives and considers the independent auditors’ comments as to controls, adequacy of staff, and management performance and procedures in connection with audit and financial controls ·   Considers conflicts of interest and reviews all transactions with related persons involving executive officers or Board members that are reasonably expected to exceed specified thresholds ·   Receives periodic updates on our legal and ethical compliance programs ·   Reviews and discusses with management our financial risk exposures, including credit and counterparty risks, market risk, asset and liability risk, liquidity risk, foreign currency risk, and investment policy and risk, and the steps we have taken to detect, monitor, and actively manage such exposures ·   Reviews and evaluates the compensation and performance of the Head of Internal Audit, reviews and approves the internal audit plan, receives regular reports on internal audit activities and meets directly with the Head of Internal Audit without other members of management present You can view our Audit Committee Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents. Compensation Committee The members of our Compensation Committee are all independent in accordance with the rules and regulations of The Nasdaq Stock Market and the Exchange Act and Section 162(m) of the Internal Revenue Code. Members Key Responsibilities Adriane M. Brown (Chair) Anthony J. Bates Logan Green Kathleen C. Mitic Paul S. Pressler Meetings in 2020: 8 ·   Reviews and approves the compensation of our CEO and our other executive officers ·   Oversees global compensation strategy for all employees and broad-based equity plans ·   Reviews and approves the Compensation Discussion and Analysis ·   Assesses on an annual basis the independence of its compensation consultants and other compensation advisers ·   Reviews risk assessment of our compensation programs to ensure that our compensation programs do not incent employees to take unacceptable risk The Compensation Committee Charter permits the Compensation Committee to, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. You can view our Compensation Committee Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents. 24     ebay   /  2021 Proxy Statement Board Leadership Structure and Effectiveness   /   Corporate Governance Corporate Governance and Nominating Committee All members of our Corporate Governance and Nominating Committee are independent under the listing standards of The Nasdaq Stock Market. Members Key Responsibilities Kathleen C. Mitic (Chair) Diana Farrell Logan D. Green Bonnie S. Hammer Kathleen C. Mitic Corporate Governance Matthew J. Murphy Pierre M. Omidyar Paul S. Pressler Robert H. Swan Thomas J. Tierney Perry M. Traquina The Meetings in 2020: 4 ·   Makes recommendations to the Board limits membership onas to the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee to independent directors. Our Corporate Governance Guidelines require any director who has previously been determined to be independent to inform the Chairmanappropriate size of the Board and our Corporate SecretaryBoard committees ·   Reviews the qualifications of any change in his or her principal occupation or status as a membercandidates for the Board ·   Makes recommendations to the Board on potential Board and Board committee members ·   Assesses the responsibilities of key Board committees and makes recommendations to the Board ·   Establishes procedures for the oversight of the board of any other public company, including retirement, or any change in circumstance that may cause his or her status as an independent director to change. Board Refreshment Our Board has shown an ongoing commitment to Board refreshment and to having highly qualified, independent perspectives in the boardroom. Of our current directors, 11 new directors were added since 2015. Our directors have an average tenure of 6 years and a median tenure of 3 years. This experience balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors. One of our goals in board refreshment is enhancing the diversityevaluation of the Board and to that end, we have had three women directors joinmanagement ·   Reviews correspondence received from stockholders and receives reports on stockholder feedback obtained through outreach program ·    Oversees the Board since 2015. Company’s policies and programs concerning responsible business and philanthropy and sustainability reporting  N E W  ·    Reviews the Company’s political spending and related activities The Corporate Governance and Nominating Committee takes into account the set of guiding principles relating to Board membership described in “Board Composition and Independence.” You can view our Corporate Governance and Nominating Committee Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.   Board of Directors and Committees Risk Committee The Risk Committee Charter requires a majority of the committee members to be independent under the listing standards of the Nasdaq Stock Market. Currently, all members of our Risk Committee are independent under the Nasdaq Stock Market listing standards. Members Key Responsibilities In accordance with our bylaws, our Board elects our Chairman of the Board and appoints our CEO. Our Corporate Governance Guidelines require that the roles of Chairman of the Board and CEO be held by separate individuals and require the appointment of a lead independent director if the Chairman of the Board is not an independent director. Mr. Tierney has served as our Chairman of the Board since July 2015. The Board believes that the separation of the offices of the Chairman of the Board and CEO is appropriate at this time as it aids in the Board’s oversight of management and it allows our CEO to focus primarily on his management responsibilities.Robert H. Swan (Chair) Anthony J. Bates All directors are elected annually. We do not have a classified board.Adriane M. Brown The Board has four principal committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the Risk Committee.Diana Farrell The purpose of the Board committees is to help the Board effectively and efficiently fulfill its responsibilities, but they do not displace the oversight of the Board as a whole. Each committee meets regularly and has a written charter that has been approved by the Board. In addition, a member of each committee periodically reports to the Board on any significant matters discussed by the committee. Board of Directors Chairman of the Board: Thomas J. Tierney (Independent) Audit Committee Chair: Fred D. Anderson Jr. All Members Independent Compensation Committee Chair: Paul S. Pressler All Members Independent Corporate Governance and Nominating Committee Chair: Kathleen C. Mitic All Members Independent Risk Committee Chair: Robert H. Swan All Members Independent During 2018, our Board held six meetings, and each Board member attended at least 75% of the aggregate number of meetings of the Board and the committees on which they served. Corporate GovernanceMatthew Murphy   Audit Committee Each member of the Audit Committee is independentMeetings in accordance with the audit committee independence requirements of the listing rules of The Nasdaq Stock Market and the applicable rules and regulations of the SEC. Our Board has determined that Mr. Anderson is an “audit committee financial expert” as defined by the SEC.2020: 3   Audit Committee Ten Meetings in 2018 All independent Key Responsibilities Fred D. Anderson Jr. (Chair) Adriane M. Brown Perry M. Traquina •  Meet with our independent auditors to review the results of the annual audit and to discuss our financial statements, including the independent auditors’ judgment about the quality of accounting principles, the reasonableness of significant judgments, the clarity of the disclosures in our financial statements, and any other matters required to be communicated to the Audit Committee by the independent auditors under generally accepted auditing standards; •  Meet with our independent auditors to review the interim financial statements prior to the filing of our quarterly reports on Form10-Q; •  Decide whether to appoint, retain, or terminate our independent auditors, including the sole authority to approve all audit engagement fees and terms; •  Oversee the independence of the independent auditors, evaluate together with the Board the independent auditors’ performance, and review and approve the fees of the independent auditors; and •  Receive and consider the independent auditors’ comments as to controls, adequacy of staff, and management performance and procedures in connection with audit and financial controls, including our system to monitor and manage business risks and our legal and ethical compliance programs. Other Duties •  Prepare the Audit Committee Report for inclusion in our proxy statement; •  Approve audit andnon-audit services provided to us by our independent auditors; •  Consider conflicts of interest and review all transactions with related persons involving executive officers or Board members that are reasonably expected to exceed specified thresholds; •  Review and discuss with management our financial risk exposures, including credit and counterparty risks, market risk, asset and liability risk, liquidity risk, foreign currency risk, and investment policy and risk, and the steps we have taken to detect, monitor, and actively manage such exposures; •  Review with our General Counsel and Secretary significant legal, compliance, and regulatory matters that could have a material impact on our financial statements or our business, including material notices to or inquiries received from governmental agencies; and •  Determine the compensation of our Vice President, Internal Audit, who meets with the Audit Committee regularly without other members of management present. Corporate Governance·    You can view our Audit Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents. Compensation Committee The members of our Compensation Committee are all independent in accordance with the rules and regulations of The Nasdaq Stock Market, the Exchange Act and Section 162(m) of the Internal Revenue Code. Compensation Committee Nine Meetings in 2018 All independent Key Responsibilities Paul S. Pressler (Chair) Anthony J. Bates Bonnie S. Hammer Kathleen C. Mitic Thomas J. Tierney •  Review and approve all compensation programs applicable to directors and executive officers, the overall strategy for employee compensation, and the compensation of our CEO and our other executive officers; •  Oversee and monitor compliance with the Company’s stock ownership guidelines applicable to directors and executive officers; •  Review the Compensation Discussion and Analysis contained in our proxy statement and prepare the Compensation Committee Report for inclusion in our proxy statement; and •  Review and consider whether to recommend adjustments to executive compensation. Other Duties •  Assess on an annual basis the independence of its compensation consultants, outside legal counsel, and other compensation advisers. The Compensation Committee Charter permits the Compensation Committee to, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. Additional disclosure regarding the role of the Compensation Committee in compensation matters, including the role of consultants in compensation decisions, can be found under “Compensation Discussion and Analysis — Compensation Decisions for 2018” and “Compensation Discussion and Analysis — Further Considerations for Setting Executive Compensation — Role of Consultants in Compensation Decisions” below. You can view our Compensation Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents. Compensation Committee Interlocks and Insider Participation. All members of the Compensation Committee during 2018 were independent directors, and no member was an employee or former employee of eBay. No Compensation Committee member had any relationship requiring disclosure under Item 404 of RegulationS-K promulgated by the SEC. During 2018, none of our executive officers served on the Compensation Committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee or Board. Corporate Governance Corporate Governance and Nominating Committee All members of our Corporate Governance and Nominating Committee are independent under the listing standards of The Nasdaq Stock Market. Corporate Governance and Nominating Committee Four Meetings in 2018 All independent Key Responsibilities Kathleen C. Mitic (Chair) Logan D. Green Paul S. Pressler Thomas J. Tierney Perry M. Traquina •  Make recommendations to the Board as to the appropriate size of the Board or any Board committee; •  Review the qualifications of candidates for the Board; and •  Make recommendations to the Board on potential Board and Board committee members (whether as a result of vacancies, including any vacancy created by an increase in the size of the Board, or as part of the annual election cycle). Other Duties •  Establish procedures for the oversight of the evaluation of the Board and management; •  Review correspondence received from stockholders; and •  Review our Corporate Governance Guidelines on an annual basis. Director Nominations.The Corporate Governance and Nominating Committee considers nominee recommendations from a variety of sources, including nominees recommended by stockholders. The Corporate Governance and Nominating Committee has from time to time retained an executive search firm to help facilitate the screening and interview process of director nominees. The Corporate Governance and Nominating Committee expects that qualified candidates will have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems, and will be able to represent the interests of the stockholders as a whole rather than special interest groups or constituencies. Among other factors, the Corporate Governance and Nominating Committee considers each candidate relative to the following: CORE QUALIFICATIONS AND EXPERIENCES DIVERSITY OF SKILLS AND EXPERIENCES ✓   Integrity and judgment ✓   Demonstrated management ability ✓   Extensive experience in the public, private ornot-for-profit sectors ✓   Leadership and expertise in their respective fields ✓   Financial literacy or expertise ✓   Experience of particular relevance to the Company ✓   Ability to work synergistically with others to solve complex problems ✓   Availability and willingness to devote sufficient time to Board activities ✓   Involvement in educational, charitable and community organizations ✓   Strategic thinking ✓   Reputational focus +   Technology industry experience +   Financial experience as CFO or in a similar capacity +   Public company/corporate governance experience +   Global experience +   Audit, tax, accounting and preparation of financial statements +   Transactional experience +   Mergers and Acquisitions experience +   Established and growth markets experience +   Management and strategy / leadership consulting experience +   Media experience +   Environmental, social and governance experience +   Talent and culture development experience +   Product and marketing experience +   Investment and finance experience +   Government and public policy experience Corporate Governance Our Corporate Governance Guidelines provide that the Corporate Governance and Nominating Committee should consider diversity (including gender and race), age, international background, and expertise in evaluating potential Board members. Diversity is an important factor in our consideration of potential directors      When searching for new directors, the Corporate Governance and Nominating Committee actively seeks out women and individuals from minority groups to include in the pool from which Board nominees are chosen. Diversity is also assessed as part of the annual Board evaluation. The Corporate Governance and Nominating Committee considers the interplay of a candidate’s background and expertise with that of other Board members, and the extent to which a candidate may be a desirable addition to any committee of the Board. The Corporate Governance and Nominating Committee values diversity as a factor in selecting nominees to serve on the Board. Finally, the Corporate Governance and Nominating Committee also takes into account the set of guiding principles relating to Board membership described in “Our Corporate Governance Practices — Succession Planning” below. You can view our Corporate Governance and Nominating Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents. Risk Committee The Risk Committee was formed in September 2018. The Risk Committee Charter, which can be viewed athttps://investors.ebayinc.com/corporate-governance/governance-documents, requires a majority of the committee members to be independent under the listing standards of the Nasdaq Stock Market. Currently, all members of our Risk Committee are independent under the Nasdaq Stock Market listing standards. Risk Committee All independent Key Responsibilities Robert H. Swan (Chair) Anthony J. Bates Adriane M. Brown Diana Farrell •  OverseeOversees the Company’s management of key risks such as information security and regulatory compliance (including privacy, anti-money laundering and foreign assets control), as well as the guidelines, policies and processes for monitoring and mitigating such risks. Other Duties •  Review and discuss with management the Company’s enterprise risk management function and structure, and the guidelines, policies and processes for risk assessment and risk management; •  Review and discuss with management the tone and culture within the Company regarding risk, including open risk discussions, and integration of risk management into the Company’s behaviors, decision making, and processes; •  Receive reports from the Company’s corporate audit and compliance staff on the results of risk management reviews and assessment; •  Review reports from the Company’s Chief Compliance Officer regarding ongoing enhancements to, and overall effectiveness of, the Company’s compliance risk management program; •  Review management actions on significant compliance matters and the Company’s compliance with applicable law and regulation; and •  Review disclosure regarding risk contained in the Company’s annual report on Form10-K as well has any significant updates to such disclosure. Corporate Governance Stockholder Rights Our Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders, including governance provisions that protect and empower stockholders, including: Special Meeting – Stockholders representing 25% or more of eBay common stock can call a special stockholders meeting. Management is proposing an amendment to the Company’s bylaws and charter reducing the ownership threshold to 20%. Annual Election of Board of Directors – All directors are elected annually by the stockholders, and stockholders can remove directors with or without cause. Majority Voting for Election of Board of Directors – We have adopted a majority voting standard for the election of directors in uncontested elections. Proxy Access for Director Nominations – We have adopted a proxy access bylaw provision that allows an eligible stockholder or group of stockholders to nominate candidates for election to the Board that are included in our proxy statement and ballot. Majority Voting for Charter and Bylaw Amendments – Our charter and bylaw provisions do not have supermajority voting provisions. Stockholders can approve binding charter and bylaw amendments with a majority vote. No Stockholder Rights Plan – We do not have a stockholder rights plan (also known as a “poison pill”). Independent Board Leadership – We have separated the roles of Chairman of the Board and CEO. The Chairman of the Board is an independent director – as are all of the chairs and members of the Audit, Compensation, Corporate Governance and Nominating and Risk Committees. Stockholder Engagement – Stockholders can communicate directly with the Board and/or individual directors. (See “Contacting the Board or Individual Directors” below.) In addition, management and members of the Board regularly engage with stockholders to solicit their views on important issues such as corporate governance and executive compensation. Corporate Governance |Our Corporate Governance Practices Stockholder Engagement on Corporate Governance and Our Executive Compensation Program We have a practice of regularly engaging with stockholders to seek their feedback on our corporate governance practices and our executive compensation program. After we file our proxy statement, we engage with our largest stockholders about important topics to be addressed at our annual meeting. In the fall, we conduct an additional cycle of stockholder engagement where we focus on our corporate governance practices and executive compensation program, as well as anything else resulting from matters voted on at our annual meeting. Following each round of stockholder engagement, we provide an overview of the guidelines, policies and processes for monitoring and mitigating such risks ·   Reviews and discusses with management the Company’s enterprise risk management function and structure, and the guidelines, policies and processes for risk assessment and risk management ·   Reviews and discusses with management the tone and culture within the Company regarding risk, including open risk discussions, and feedback tointegration of risk management into the applicable Board committees, which is also discussed withCompany’s behaviors, decision making, and processes ·   Receives reports from the Board. Stockholder engagement: Regular engagement with stockholdersCompany’s corporate audit and compliance staff on a broad range of topics Offered over 35 meetings with stockholders representing ~55% of common stock outstanding throughout the year Met with stockholders representing ~37% of common stock outstanding 2017 discussion topics included: Say-on-pay Short-term and long-term incentive program design and performance metrics Diversity and Inclusion Board and governance matters Cybersecurity Environmental, Social and Governance matters BOARD OF DIRECTORS Gender Pay Equity and Global Diversity & Inclusion. We have reported on gender pay equity for a number of years. Starting in October 2016, we publicly disclosed key findings of our pay equity study, including that women earn the same as men in the U.S. in terms of salary. In March 2017, we published our first global Diversity and Inclusion (“D&I”) Report, which included both quantitative information about our global gender diversity and U.S. racial and ethnic diversity along with details about our strategic approach, programs and initiatives. In April 2018, we published our second global D&I Report, along with the findings from our second global study of gender pay equity. In mid-April 2019, we will publish our global D&I Report for the 2018 calendar year. In that report we share the results of our third global gender pay equity study, which found that we have 99.8% gender pay equity in the U.S.risk management reviews and 99.7% globally.assessment Our Corporate Governance Practices We believe in strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board accountability. Our Corporate Governance Guidelines set a framework within which our Board will conduct its business and demonstrate our commitment to good governance and You can view our Risk Committee Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents. www.ebayinc.com     25 Corporate Governance   /   Board Leadership Structure and Effectiveness Board and Committee Effectiveness We believe in strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board accountability. Our Corporate Governance Guidelines set forth a framework within which our Board conducts its business and demonstrates our commitment to good governance and a productive relationship with our stockholders. Principle features of our Corporate Governance Guidelines are summarized below along with certain other of our governance practices.   Meetings of the Board of Directors and Committees Executive Sessions among Independent Directors. At least several times a year, the independent directors meet in executive sessions. The Chairman leads these discussions. Outside Advisors. The Board and each of its committees may retain outside advisors of its choosing at the Company’s expense. Neither the Board nor any committee is required to obtain management’s consent to retain outside advisors. Corporate Governance |Our Corporate Governance Practices Board Member Attendance at Annual Meeting Absent exigent circumstances, all Board members are expected to attend eBay’s annual meeting of stockholders in person or by telephone or video call. Twelve of the 13 directors serving on our Board at the time of our last annual meeting of stockholders, which was held in May 2018, attended that meeting. Board and Committee Effectiveness; Board Annual Self-Assessment; Board Education It is important that the Board and its committees are performing effectively and in the best interests of the Company and its stockholders. The Board and each committee perform an annual self-assessment to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, Engaged Independent Oversight Annual Governance Review Review and update corporate governance practices in context of Board operations and stakeholder feedback Annual Self-Evaluation Formal Board and committee self-evaluations conducted by independent Chairs Feedback incorporated into Board practices Stockholder Outreach Regular fall and spring governance outreach with significant stockholders Board Annual Self-Evaluations It is important that the Board and its committees are performing effectively and in the best interests of the Company and its stockholders. The Board and each committee annually evaluate its effectiveness in fulfilling its obligations. As part of this annual self-evaluation, directors are able to provide feedback on the performance of other directors. The Chair of the Corporate Governance and Nominating Committee leads the Board in its review of the results of the annual self-evaluation. Self-Evaluation Questionnaire Provides director feedback on the Board and each of the Committees as well as each director Results Analyzed Results of the self-evaluations are analyzed and discussed with Corporate Governance and Nominating Committee Individual Discussions The Chair of our Corporate Governance and Nominating Committee engages with individual directors as appropriate Summary of Results Summary of Board and Committee self- evaluation results provided to full Board Ongoing Feedback Directors are encouraged to provide ongoing feedback in addition to the annual self-evaluation Feedback Incorporated Policies and practices updated as appropriate as a result of the annual self-evaluation and ongoing feedback Review of Process Our Corporate Governance and Nominating Committee periodically reviews the self-evaluation process Director Recruitment Seek directors with diverse perspectives and expertise relevant to our long-term business strategy Emphasis on adding directors with diverse backgrounds to the Board Diverse, Independent Board with Mix of Tenures All directors except our CEO are independent Board includes five female and three racially diverse directors Directors possess wide range of expertise to foster diverse perspectives Director Education eBay provides membership in the National Association of Corporate Directors to all directors and sponsors attendance at additional educational programs Directors provided updates on relevant eBay compliance training Incorporation of Feedback Board Operations Robust oversight of corporate strategy Executive sessions scheduled for each regular Board meeting Director product showcases Open access to senior management and information Access to third-party advisors Frequent informal Board calls Substantial opportunity to engage with employees at company-wide events Engagement with management outside of Board meetings through working groups Accountability to Stockholders Proxy access for director candidates nominated by stockholders Majority voting standard for uncontested director elections Annual director elections All directors are expected to attend the Annual Meeting of Stockholders, and with the exception of now- retired Directors Anderson and Omidyar, all attended the 2020 Annual Meeting Governance Principles Independent Chair Stock ownership guidelines for directors Prohibition on stock hedging and pledging Commitment to strong governance practices and recognition of the importance of strong governance to value creation and risk oversight 26     ebay   /  2021 Proxy Statement Board Oversight and Stockholder Engagement   /   Corporate Governance Board Oversight and Stockholder Engagement Strategy Oversight One of the Board’s key responsibilities is overseeing the Company’s strategy, and the Board has deep experience and expertise in the area of strategy development and insights into the most important issues facing the Company. Setting the strategic course of the Company involves a high level of constructive engagement between management and the Board. The Board regularly discusses eBay’s key priorities, taking into consideration and adjusting the Company’s long-term strategy with global economic, customer and other significant trends, as well as changes in the e-commerce industry and the regulatory landscape. · At least annually, the Board conducts an extensive review of the results ofCompany’s long-term strategic plans, its annual operating plan and capital structure. · Throughout the annual self-assessmentyear and takes further action as needed. In addition, the Company provides membership in the National Association of Corporate Directors to allat almost every Board members, as well as the opportunity to attend director education programs at other institutions, to assist them in remaining current with exemplary board and committee practices and developments in corporate governance. Annual Self-Assessment SELF-ASSESSMENT QUESTIONNAIRE Provides director feedback onmeeting, the Board receives information and each of the Committees as well as each director RESULTS ANALYZED Results of the self-assessment analyzedupdates from management and discussed with Corporate Governance and Nominating Committee INDIVIDUAL DISCUSSIONS The Chair of our Corporate Governance and Nominating Committeeactively engages with individual directors as appropriate SUMMARY OF RESULTS Summary of Board and Committee self-assessment results provided to full Board ONGOING FEEDBACK Directors are encouraged to provide ongoing feedback in additionsenior leaders with respect to the annual self-assessment FEEDBACK INCORPORATED PoliciesCompany’s strategy, including the strategic plans for our businesses and practices updated as appropriate as a result of the annual self-assessment and ongoing feedback REVIEW OF PROCESS The Chair of our Corporate Governance Committee periodically reviews the self-assessment process competitive environment. · eBay’s independent directors also hold regularly scheduled executive sessions without Company management present, at which strategy is discussed. · The Board also has developed a set of guiding principles relating to Board membership. The Board believes that in light of the rapidly changing environment in which the Company’s businesses operate, the Board must add members with highly relevant professional experience. In addition, the Board believes that a certain amount of director turnover is to be expectedregularly discusses and desirable, though it does not have term limits. Corporate Governance |Our Corporate Governance Practices reviews feedback on strategy from our stockholders and stakeholders.   Management Succession Planning and Workforce Culture   Succession Planning The Board recognizes the importance of effective executive leadership to eBay’s success. We conduct a review at least annually that includes succession plans for our senior leadership positions. These succession plans are reviewed and approved by the importance of effective executive leadership to eBay’s success. We conduct a review process at least annually that includes succession plans for our senior leadership positions. These succession plans are reviewed and approved by our Board. In conducting its review, the Board considers, among other factors, organizational and operational needs, competitive challenges, leadership/management potential and development, and emergency situations.   Risk Oversight Board Connection to eBay Workforce Culture The Board is intently focused on fostering a culture of leadership, development and excellence Our workforce culture is linked to eBay’s mission of empowering people and creating economic opportunity for all. This shared purpose has influenced our culture for 25 years and motivates our employees every day. We are rooted in core beliefs of empowering our community, innovating boldly, delivering with impact, being for everyone and acting with integrity. The Board views eBay’s workforce culture as an asset and oversees eBay’s employee engagement and other workforce development programs. Culture & Employee Engagement Board Connection Risk is inherentManagement Accessibility and Engagement ·  Our new CEO worked across the company on a recommitment to “Our DNA”, a framework to link all employees to our purpose, our role in people’s lives, our strategic vision and our beliefs ·  Regular rhythm of employee “All Hands” meetings with everythe CEO and senior leaders ·  Learning sessions with the initiative and business and how well a business manages risk can ultimately determine its success. We face a number of risks, including economic, financial, legal and regulatory, operational, and other risks, such as the impact of competition. Management is responsible for theday-to-dayleaders management of the risks that we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board is responsible for satisfying itself that the risk management framework and supporting processes as implemented by management are adequate and functioning as designed. Committee RoleLearning and Development ·  Strong culture of 360 feedback, professional development with opportunities for stretch assignments, leader and instructor-led training and self-directed learning ·  Company-wide program on doing business with integrity led by eBay C-Suite ethical leadership training for people managers; expanded “tone from the top” program Succession Planning ·  Robust succession planning at most senior level Oversight of Development Programs ·  People program accomplishment review ·  Annual People (human capital management) review with Chief People Officer Engagement with Employees ·  Participation in Risk Oversight. While the Board is ultimately responsible for risk oversight at eBay,employee “All Hands” meetings, including International Women’s Day and directly oversees risks related to the Company’s strategy, business execution, and competition, in September 2018, the Board formed the Risk Committee to assist the Board in its oversight of key risks such as information security and regulatory compliance (including privacy, anti-money laundering and foreign assets control). The Audit Committee continues to have the primary responsibility for the oversight of financial risks facing the Company’s businesses (including credit and counterparty risks, market risk, asset and liability risk, liquidity risk, foreign currency risk, and investment policy and risk). The Compensation Committee continues to assist the Board in its oversight function of risks related to the Company’s compensation policies and practices.Conscious Inclusion programs We also have embedded an enterprise risk management (“ERM”) program across our core businesses, aligned with our Company-wide initiative involving the Risk Committee, management, and other personnel. The ERM framework is designed to identify, assess, prioritize, and manage our major risk exposures which could affect our ability to execute on our corporate strategy and fulfill our business objectives. The ERM program is designed to enable the Risk Committee to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review the Company’s risk exposure and risk tolerance, and to elevate certain key risks for oversight at the Board level. Management’s Role in Risk Oversight. The Chief Compliance Officer www.ebayinc.com     27 Corporate Governance   /   Board Oversight and Stockholder Engagement Enterprise Risk and Sustainability Oversight eBay faces economic, financial, legal and regulatory, operational and other risks, such as the impact of competition and sustainability risks, including social, environmental and reputational factors that are integral to the strength of our brands. The Board recognizes that our ability to manage risk can influence whether we achieve our strategic and operating objectives. The Board, as a whole and through its committees, has responsibility for the oversight of risk management, while management is responsible for the day-to-day management of the risks that we face. In its risk oversight role, the Board is responsible for satisfying itself that the risk management framework and supporting processes as implemented by management are adequate and functioning as designed. The Board also influences risk management by fostering a corporate culture of integrity and risk awareness. Board of Directors Ultimately responsible for risk oversight and direct oversight of major risks Human capital management Strategic and competitive Operational planning and execution Determines risk oversight responsibilities of its committees Risk Committee Assists the Board in its oversight of the Enterprise Risk Management (“ERM”) program for key risks such as information security and regulatory compliance (including privacy, anti-money laundering and foreign assets control). Audit Committee Oversight of financial risks facing the Company’s businesses, including tax, credit, market, liquidity and investment policy risk. Oversight of ethics and compliance program and responsibility for review of related party transactions. Compensation Committee Promotes appropriate level of risk taking by management through the design and administration of our compensation programs. Oversight of management’s global compensation and employee retention strategies. Corporate Governance and Nominating Committee Influences culture of the board and tone from the top through Board composition recommendations. Oversight of eBay sustainability initiatives, including eBay Impact. Senior Management Guides programs and reports to Board and committees on strategies and progress Promotes a workforce culture of risk awareness Determines with Board appropriate risk tolerances ERM Program With oversight from the Risk Committee, identifies, assesses, prioritizes and manages our major risk exposures. Internal Audit Reporting directly to the Audit Committee, supplies independent assurance of design and effectiveness of risk management. eBay Impact With oversight from the Corporate Governance and Nominating Committee, team of key functional leaders implementing policies and programs for sustainability and philanthropy. Business Functions, Operations and Commerce Platforms Our People, Culture and Beliefs 28     ebay   /  2021 Proxy Statement Board Oversight and Stockholder Engagement   /   Corporate Governance Risk Management and Sustainability Our risk management framework, including ERM and Impact sustainability programs, is embedded across our core businesses, with oversight of our company-wide initiatives by the Board and its committees as illustrated above. Our approach to risk management is designed to identify, assess, prioritize and manage our major risk exposures which could affect our ability to execute on our corporate strategy and fulfill our business objectives. These programs enable the Board to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review the Company’s risk exposure and risk tolerance, and to elevate certain key risks for oversight at the Board level. Management collaborates internally, with oversight from the Board, and periodically engages independent advisors to update risk assessments. Key risks encompassed by the ERM program include, without limitation, information security, data privacy, human capital management and regulatory compliance (including privacy, anti-money laundering and foreign assets control). As a result of our most recent sustainability risk assessment, eBay’s Impact team focuses its efforts on several key areas, including Economic Opportunity, Sustainable Commerce, Culture & Workforce and maintaining a Trusted Managed Marketplace. Key members of management, as appropriate, periodically review with the Risk Committee the major risks facing eBay and the steps management has taken to detect, monitor, and actively manage those risks within the agreed risk tolerance. Our Vice President, Internal Audit is responsible for our internal audit function and reports directly to the Audit Committee. The Audit Committee reviews and evaluates the compensation and performance of the Vice President, Internal Audit and provides the Vice President, Internal Audit with direct access to the Audit Committee. The Vice President, Internal Audit facilitates the Audit Committee’s review and approval of the internal audit plan and provides regular reporting on audit activities. The Vice President, Internal Audit periodically reviews with the Audit Committee the major financial risks facing eBay and the steps management has taken to detect, monitor, and actively manage those risks within the agreed risk tolerance. Likewise, the Corporate Governance and Nominating Committee receives periodic updates on eBay sustainability initiatives. The executives responsible for managing a particular risk (in the case of cybersecurity risks, our Chief Technology Officer and Chief Information Security Officer) also report to the Board or its committees, as appropriate, on how the risk is being managed and progress towards agreed mitigation goals. Management works across the organization to help our business groups and functions prioritize risk management as part of the company’s strategy. Through the combination of the ERM program and our Impact sustainability efforts, we believe that our risk management framework appropriately addresses the spectrum of risks facing our businesses, including but not limited to each of the material issues identified by the Sustainability Accounting Standards Board as being applicable to companies in our industry. Spotlight on eBay’s Response to COVID-19  N E W  eBay responded to the global pandemic in 2020 by allocating over $100 million to relief efforts to support our employees, customers and broader stakeholder communities as outlined below. The Board’s oversight of the risks presented by the dynamic environment included the following activities: · Board-level discussion of the pandemic in the context of strategy, capital allocation and operational planning · Risk Committee reviews of management’s strategies to detect, monitor and manage those risks withinto employees and cybersecurity resulting from the agreed risk tolerance. The executive responsible for managing a particular risk may also report to the Risk Committee or pandemic · Audit Committee as appropriate,discussion of financial risks stemming from the impact on how the risk is being managed and progress towards agreed mitigation goals. 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. Corporate Governance |Our Corporate Governance Practices Corporate Hotline. We have established a corporate hotline that is operated by a third party and allows any employee to confidentially and anonymously (where legally permissible) lodge a complaint about any accounting, internal control, auditing, or other matters of concern. Conflicts of Interest customers We expect our directors, executive officers, and other employees to conduct themselves with the highest degree of integrity, ethics, and honesty. Our credibility and reputation depend on the good judgment, ethical standards, and personal integrity of each director, executive officer, and employee. Our Code of Business Conduct requires that directors, executive officers, and other employees disclose actual or potential conflicts of interest and recuse themselves from related decisions. In order to better protect us and our stockholders, we regularly review our Code of Business Conduct and related policies to ensure that they provide clear guidance to our directors, executive officers, and employees. The Company also has practices that address potential conflicts in circumstances where anon-employee director is a control person of an investment fund that desires to make an investment in or acquire a company that may compete with one of the Company’s businesses. Under those circumstances, the director is required to notify the Company’s CEO and General Counsel of the proposed transaction, and the Company’s senior management then assesses the nature and degree to which the investee company is competitive with the Company’s businesses, as well as the potential overlaps between the Company and the investee company. If the Company’s senior management determines that the competitive situation and potential overlaps between eBay and the investee company are acceptable, approval of the transaction by the Company would be conditioned upon the director agreeing to certain limitations (including refraining from joining the board of directors of the investee company or conveying any confidential or proprietary material between the Company and the investee company, abstaining from being the primary decision-maker for the investment fund with respect to the investee company, and recusing himself/herself from portions of Company Board meetings that contain competitive information reasonably pertinent to the investee company). All transactions by investment funds in which anon-employee director is a control person also remain subject in all respects to the Board’s written policy for the review of related person transactions, discussed under the section entitled “Certain Transactions with Directors and Officers” below. · Director Nominations Stockholders wishing to submit recommendations or director nominations pursuant to the advance notice procedures set forth in our bylaws for our 2020 Annual Meeting of Stockholders should submit their recommendations or nominations to the Corporate Governance and Nominating Committee discussion of the activities of eBay Foundation · Compensation Committee discussion of the impacts of COVID-19 on executive compensation       Employees Communities   Customers ü   Provided equipment, training and resources to enable work-from-home dynamics ü   Increased flexibility to balance personal and professional responsibilities ü   Expanded our Employee Assistance Program for mental health support and provided mental health support training for managers ü   Invested in additional care benefits ü   Gave employees additional day of leave ü   Made assistance payments to all employees to support individual needs and wellbeing ü   Advocated for small business relief ü   eBay Foundation granted $15 million to support small businesses, untapped communities and broader COVID-19 relief efforts ü   Matched up to $1M in donations made to Feeding America, Direct Relief and Opportunity Fund through eBay for Charity ü   Offered U.S. shoppers the opportunity to buy Gifts That Give Back to support relief efforts ü   Partnered with the NHS and DHSC in the U.K. to pilot new platform to supply primary care and social care providers access to PPE for free ü   Deferred fees for hundreds of thousands of eBay sellers to support their cash flow needs ü   Provided eBay Store subscribers with up to 100,000 extra listings for free ü   Extended protections for Seller Performance Standards ü   Invited brick-and-mortar retailers to keep their businesses going on eBay through small business accelerator program “Up & Running,” which launched adaptations in over 25 markets worldwide ü   Blocking or quickly removing items that make false health claims or offer products at inflated prices – over 50 million listings globally to date www.ebayinc.com     29 Corporate Governance   /   Board Oversight and Stockholder Engagement eBay Impact Many of our Impact sustainability initiatives involve cross-company collaboration on goal setting, impact measurement and reporting, which is published annually on the eBay Impact website. To advance our strategies, manage environmental, social and governance (“ESG”) risks and capitalize on opportunities, eBay has formed the ESG Council, which is composed of key members of our management team and engages with numerous critical partners across the company.  N E W  This Council is chaired by our Chief Sustainability Officer and is key to eBay executing on our company’s low-carbon transition plan, which is currently focused on achieving 100% renewable energy in our electricity supply by 2025. We also published our first Task Force for Climate-Related Financial Disclosure report this year, addressing the investor need for increased disclosure on climate risks and opportunities. For more information please visit our eBay Impact website at https://www.ebayinc.com/impact/. Our purpose links us to something bigger than ourselves. The good that emerges is impact. Economic Opportunity Champions of inclusive commerce, eBay Seller School assists sellers in transforming their business, and we help small businesses grow globally, including through eBay’s Retail Revival and Up and Running programs. From 2011 to 2018, the number of eBay’s commercial sellers in less-advantaged communities grew 26% percent compared to a 0.9% decrease in the overall number of business enterprises in those communities. eBay for Charity eBay hosts one of world’s largest and most active fundraising platforms, partnering with charity organizations to help them reach their fundraising goals. In 2020, for the third year in a row, eBay for Charity broke our previous records, raising a total of nearly $123 million globally in charitable donations through the eBay marketplace. eBay Foundation eBay Foundation leverages its voice and resources to amplify the work of those addressing and removing barriers to entrepreneurship. We also support our employees with meaningful giving and volunteering opportunities. To date, eBay Foundation has provided over $65 million in total giving, which has supported over 1,800 unique grantees. In 2020, eBay Foundation increased the employee matching gifts cap to $5,000 per employee and engaged 43% of employees in one or more program. Sustainable Commerce Circular commerce has been a part of our eBay brand since we were founded 25 years ago. We continually strive to integrate best practices at our facilities to reduce our environmental footprint. Through the sale of pre-owned apparel and electronics, eBay has helped avoid over 3.1 million metric tons of carbon emissions since 2016. In 2019, eBay continued to make progress on our environmental goals, achieving 64% renewable energy globally and in 2020, earned inclusion in the CDP Climate A List for the first time. Trusted Marketplace eBay created a trusted, transparent marketplace that’s based on the strong ethical values we follow as a business. eBay earned a 100% rating on the Human Rights Campaign Foundation’s Corporate Secretary. Such nominations should be in accordanceEquality Index 2020—our 13th year on the Index. eBay was also recognized by the US Department of Homeland Security for its partnership with the time limitations, procedures,Intellectual Property Rights Center, as part of their “E-Commerce Working Group” efforts to combat the sale and requirements described underdistribution of counterfeit and dangerous goods on the heading “May I propose actionsInternet. Goals: We are working to better understand, track and quantify our environmental footprint. Renewable Energy Source 100 percent renewable energy in our electricity supply by 2025 for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?”eBay-controlled data centers and offices. Carbon Emissions Achieve 50% absolute reduction in the section entitled “QuestionsScope 1 and Answers about the Proxy Materials2 GHG emissions by 2025 and 75% reduction by 2030 from our 2016 baseline. Diversity, Equity & Inclusion Highlights eBay is committed to being a richly diverse, truly equitable and fearlessly inclusive place for the world to work, grow, buy and sell. Diversity, Equity and Inclusion (DE&I) goes well beyond a moral necessity – it’s the foundation of our business model and critical to our ability to thrive in an increasingly competitive global landscape. To accomplish this lofty goal, we focus our energy and resources across three global and strategic areas: our workforce (who and how we hire), workplace (how do we build a more inclusive environment) and marketplace (how do we better serve the needs of our buyers and sellers as well as the communities we serve). Equity is at the forefront of all we do as we deliver across each of these strategic areas. In our most recent Diversity, Equity and Inclusion report (for calendar year 2020), we shared the results of our fifth gender pay equity study, which found that we have 100% gender pay equity in the US and 99.7% globally. 30     ebay   /  2021 Proxy Statement Board Oversight and Stockholder Engagement   /   Corporate Governance Stockholder Engagement Why We Engage Our directors and management are committed to maintaining a robust dialogue with stockholders. We routinely engage with stockholders throughout the year in order to: · Provide transparency into our business, our performance and our 2019 Annual Meeting” below.governance and compensation practices · Discuss with our stockholders the issues that are important to them, hear their expectations for us and share our views · Assess emerging issues that may affect our business, inform our decision making, enhance our corporate disclosures and help shape our practices After we file our proxy statement, we engage with our largest stockholders about important topics to be addressed at our annual meeting. In the fall, we conduct an additional cycle of stockholder ESG engagement. Following each round of stockholder engagement, we provide an overview of the discussions and feedback to the applicable Board committees, which is also discussed with the Board. Since January 2020, we have offered to meet on ESG matters with nearly 50 investors representing more than 50% of our outstanding shares, which resulted in approximately 30 conference calls with investors representing more than 35% of our outstanding shares. How We Engage Board Proxy Access for Director Nominations. In March 2016, our Board adopted a “Proxy Access for Director Nominations” bylaw provision, which permits an eligible stockholder or group of up to 20 stockholders to nominate candidates for election to our Board. Proxy access candidates will be included in our proxy statement and ballot. The proxy access bylaw provision provides that holders of at least 3% of eBay common stock, which can comprise up to 20 stockholders, holding such stock continuously for at least three years, can nominate two individuals or 20%Chair of the Board whichever is greater, for election at an annual stockholders meeting. Our bylaws provide details regarding the time frames and procedures that must be followed and other requirementsdirectors are available for engagement with large stockholders, including participating in joint corporate governance and investor relations meetings. The Board receives feedback from management’s engagement with stockholders through a cadence of management reports throughout the year. Outcomes from Stockholder Engagement Stockholder feedback is thoughtfully considered and has led to modifications in our governance practices, executive compensation program and disclosure. Some of the actions we have taken that must be met to nominate directors through this process. Corporate Governance |Our Corporate Governance Practicesare informed by stockholder feedback over the last several years include:   ·   Refreshed Board membership to include investor-recommended nominees in 2019 Additional Governance Provisions and Arrangements Stock Ownership Guidelines.·   Instituted eBay’s first-ever dividend program and expanded return of capital through disciplined stock buybacks Our Board has adopted·   Initiated a strategic portfolio review that resulted in the sale of StubHub and agreement to sell eBay Classifieds ·   Conducted review, resulting in a three-year plan for significant margin expansion ·   Reorganized our executive leadership team and launched other important strategic and business initiatives ·   Reduced the threshold for calling a special meeting from 25 percent to a 20 percent standard ·   Adopted a mainstream proxy access bylaw ·   Increased stock ownership guidelinesrequirement for chief executive officer ·   Committed to better alignenhancing the interestsBoard’s oversight of eBay’s political spending governance Investor Relations We provide institutional investors with many opportunities to provide feedback to our directorsBoard and executive officers with the interests of our stockholders and further promote our commitment to sound corporate governance. Under these guidelines, our executive officers are required to achieve ownership of eBay common stock valued at three times their annual base salary (ten times in the case of our CEO). For the executive officers, these guidelines are initially calculated using the executive officer’s base salary as of the date the person is first appointed as an executive officer. Each person who was serving as an executive officer as of June 30, 2016, had his or her guidelines recalculated as of July 1, 2016. These guidelines are then recalculated each January 1st immediately following the third anniversary of the most recent calculation. In addition, these guidelines will also be recalculated as of the date on which an executive officer’s pay grade changes. Our directors (except for our CEO) are required to achieve ownership of eBay common stock valued at three times the amount of the annual retainer payable to directors as of the later of (i) July 1, 2016 or (ii)management. We participate in: ü Webcast events ü One-on-one meetings ü Investor conferences throughout the year the director is first elected to the Board. Thereafter, these guidelines will be recalculated each June 1 (based on the value of each director’s annual retainer payable for that year). Each of To learn more about our executive officers (including our CEO) are required to retain 50% of any shares received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax withholding obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the executive officer until the stock ownership guidelines are met. Each of our directors (except for our CEO) are required to retain 25% of the shares received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax withholding obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the director until the stock ownership guidelines are met. Our stock ownership guidelines can be found onengagement, you may visit our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documentsinvestors.ebayinc.com. The ownership levels ESG Team We engage with governance representatives of our executive officersmajor stockholders through conference calls that occur during and directors asoutside of April 1, 2019 are set forth in the section entitled “Security Ownershipproxy season. Members of Certain Beneficial Owners and Management” below. Hedging and Pledging Policy. The Company’s insider trading policy prohibits directors, executive officers, and other employees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. The policy also prohibits directorseBay’s corporate governance, investor relations, sustainability, corporate compliance, DE&I and executive officers from pledging eBay common stock as collateral for any loans.compensation teams discuss, among other matters, company performance, emerging governance practices, the reasons behind a stockholder’s voting decisions at prior meetings, executive compensation programs and sustainable business practices. Clawbacks. In 2012, we implemented changes to the eBay Incentive Plan and the Company’s equity incentive plans to provide that awards made under those plans are subject to a clawback provision. In January 2014, the terms of the clawback were adopted by the Compensation Committee subject to amendment to comply with the SEC rules to be issued in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act. www.ebayinc.com     31 Corporate Governance   /   Governance Policies and Practices Governance Policies and Practices Contacting the Board or Individual Directors Stockholders may contact the Board, individual directors or groups of directors (such as all of our independent directors) at the following address:     c/o Corporate Secretary, eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125 Agreements with Elliott and Starboard. On February 28, 2019, we entered into separate agreements (collectively, the “Agreements”) with funds affiliated with Elliott Management Corporation (collectively, “Elliott”) and Starboard Value LP and its affiliates (collectively, “Starboard”). The Agreements include provisions regarding various matters agreed amongst the parties thereto including, but not limited to, the appointment of directors, procedures for determining replacements for the newly appointed directors, voting commitments, “standstills” restricting certain conduct and activities during the periods specified in each Agreement,non-disparagement and other items that are addressed separately in each Agreement. The full description of the Agreements and copies of the Agreements are included in a Form8-K filed with the SEC on March 1, 2019. Pursuant to the Agreements, Matthew Murphy was appointed to the Board on March 1, 2019, and Jesse Cohn was appointed to the Board on March 15, 2019. Corporate Governance |Our Corporate Governance Practices   Contacting the Board or Individual Directors Stockholders may contact the Board, individual directors or groups of directors (such as all of our independent directors) at the following address: c/o Corporate Secretary, eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125. The Corporate Governance and Nominating Committee has delegated responsibility for initial review of stockholder communications to our Corporate Secretary. This process assists the Board in reviewing and responding to stockholder communications in an appropriate manner. The Corporate Governance and Nominating Committee has instructed our Corporate Secretary to review correspondence directed to the Board and its principal committees. It is at her discretion to determine whether to forward items solely related to complaints by users with respect to ordinary course of business, customer service and satisfaction issues, or matters she deems to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s or its committees’ consideration.   Governance Documents Our Corporate Governance Guidelines, the charters of our principal Board committees, and our Code of Business Conduct can be found on our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents. Any changes in these governance documents will be reflected in the same location on our website. Information contained on our investor relations website is not part of this Proxy Statement. Majority Vote Standard for Election of Directors Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the numbers of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. “ABSTAIN” votes will be counted as present for purposes of this vote but are not counted as votes cast. Broker non-votes will not be counted as present and are not considered votes on the proposal. As a result, abstentions and broker non-votes will have no effect on the vote for Proposal 1: Election of Directors. Director Resignation Policy for Uncontested Elections If a nominee who is serving as a director (an “Incumbent Director”) fails to receive the required number of votes for election in accordance with our bylaws in an uncontested election, under Delaware law, the Incumbent Director would continue to serve on the Board as a “holdover director” until his or her successor is elected and qualified, until he or she is re-nominated after consideration by the Corporate Governance and Nominating Committee as described further below or until his or her earlier death, resignation, retirement, or removal pursuant to our bylaws. Our Corporate Governance Guidelines provide that, in considering whether to nominate any Incumbent Director for election, the Board will take into account whether the Incumbent Director has tendered an irrevocable resignation that is effective upon the Board’s acceptance of such resignation in the event the director fails to receive the required vote to be elected, as described above. Each of our Incumbent Directors has tendered an irrevocable resignation. In the case of a proposed nominee who is not an Incumbent Director, the Board will take into account whether he or she has agreed to tender such a resignation prior to being nominated for election. In the case of an uncontested election, if a nominee who is an Incumbent Director does not receive the required vote for election, the Corporate Governance and Nominating Committee or another committee of the Board will decide whether to accept or reject such director’s resignation (if the director has tendered such a resignation), or whether to take other action, within 90 days after the date of the certification of the election results (subject to an additional 90-day period in certain circumstances). In reaching its decision, the Corporate Governance and Nominating Committee will review factors it deems relevant, which may include any stated reasons for “AGAINST” votes, whether the underlying cause or causes of the “AGAINST” votes are curable, criteria considered by the Corporate Governance and Nominating Committee in evaluating potential candidates for the Board, the length of service of the director, the size and holding period of such director’s stock ownership in the Company, and the director’s contributions to the Company. The Corporate Governance and Nominating Committee’s 32     ebay   /  2021 Proxy Statement Auditor Independence We have taken a number of steps to ensure continued independence of our outside auditors. Our independent auditors report directly to the Audit Committee, and we limit the use of our auditors fornon-audit services. The fees for services provided by our auditors in 2017 and 2018 and our policy onpre-approval ofnon-audit services are described under “Proposal 3 — Ratification of Appointment of Independent Auditors” below. Security Ownership of Certain Beneficial Owners and Management Governance Policies and Practices   /   Corporate Governance   Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of April 1, 2019 by (1) each stockholder known to us to be the beneficial owner of more than 5% of our common stock, (2) each director and nominee for director, (3) each of the executive officers named in the 2018 Summary Compensation Table below, and (4) all executive officers and directors as a group. Unless otherwise indicated below, the address for each of our executive officers and directors is c/o eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125.        Shares Beneficially Owned  (1) Name of Beneficial Owner      Number          Percent     The Vanguard Group (2)          65,664,433            7.49% BlackRock, Inc. (3)          54,163,262          6.18 %  Pierre M. Omidyar (4)          45,398,858            5.18% Devin N. Wenig (5)          1,675,857          *   Scott F. Schenkel (6)          572,544            * Stephen Fisher(7)          110,991          *   Wendy Jones(8)          86,905            * Jae Hyun Lee (9)          238,013          *   Raymond J. Pittman (10)          160,090            * Fred D. Anderson Jr. (11)          35,812          *   Anthony J. Bates (12)          27,815            * Adriane M. Brown (13)          6606          *   Jesse A. Cohn          0            * Diana Farrell (14)          6606          *   Logan D. Green (15)          14,129            * Bonnie S. Hammer (16)          25,546          *   Kathleen C. Mitic (17)          24,585            * Matthew J. Murphy          0          *   Paul S. Pressler (18)          42,296            * Robert H. Swan (19)          296,396          *   Thomas J. Tierney (20)          65,410            * Perry M. Traquina (21)          37,895          *   All directors and executive officers as a group (21 persons) (22)          49,098,111          5.60 %  * Less than one percent (1) This table is based upon information supplied by officers, directors, and principal stockholders and any Schedules 13D and 13G filed with the SEC. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated in the footnotes to this table, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 1, 2019 and restricted stock units (“RSUs”) that are scheduled to vest within 60 days of April 1, 2019 are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding those options, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of beneficial ownership is based on 877,040,841 shares of common stock outstanding as of April 1, 2019. (2) The Vanguard Group and its affiliates and subsidiaries have beneficial ownership of an aggregate of 65,664,433 shares of the Company’s common stock; The Vanguard Group has sole power to vote 1,071,060 shares of the Company’s common stock, shared power to vote 249,370 shares of the Company’s common stock, sole power to dispose of 64,356,459 shares of the Company’s common stock and shared power to dispose of 1,307,974 shares of the Company’s common stock. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. Security Ownership of Certain Beneficial Owners and Management |Section 16(a) Beneficial Ownership Reporting Compliance (3) BlackRock, Inc., and its affiliates and subsidiaries have beneficial ownership of an aggregate of 54,163,262 shares of the Company’s common stock; BlackRock, Inc. has sole power to vote 46,168,521 shares of the Company’s common stock and sole power to dispose of 54,163,262 shares of the Company’s common stock. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. (4) Mr. Omidyar is our founder and a member of our Board. Includes 34,000 shares held by his spouse. (5) Mr. Wenig is our President and CEO and a member of our Board. Includes 647,502 shares Mr. Wenig has the right to acquire pursuant to outstanding options exercisable within 60 days of April 1, 2019. (6) Mr. Schenkel is our Senior Vice President, Finance and CFO. Includes 209,554 shares Mr. Schenkel has the right to acquire pursuant to outstanding options exercisable within 60 days of April 1, 2019. (7) Mr. Fisher is our Senior Vice President, Chief Technology Officer. Includes 9,099 shares Mr. Fisher has the right to acquire pursuant to outstanding options exercisable within 60 days of April 1, 2019. (8) Ms. Jones is our Senior Vice President, Global Customer Experience & Operations. Includes 18,103 shares Ms. Jones has the right to acquire pursuant to outstanding options exercisable within 60 days of April 1, 2019 and 5,782 RSUs that are scheduled to vest within 60 days of April 1, 2019. (9) Mr. Lee is our Senior Vice President, General Manager, eBay Markets. Includes 8,319 shares Mr. Lee has the right to acquire pursuant to outstanding options exercisable within 60 days of April 1, 2019. (10) Mr. Pittman’s employment with the Company was terminated on July 2, 2018. (11) Includes 6,606 RSUs that are scheduled to vest within 60 days of April 1, 2019. The address for Mr. Anderson is c/o Elevation Partners, 3000 Sand Hill Road, Suite 4-140, Menlo Park, California 94025. (12) Includes 6,606 RSUs that are scheduled to vest within 60 days of April 1, 2019. (13) Includes 140 shares owned through a trust and 6,606 RSUs that are scheduled to vest within 60 days of April 1, 2019. (14) The address for Ms. Farrell is c/o JP Morgan Chase & Co Institute, 601 Pennsylvania Avenue NW, Floor 07 - Suite 700 North, Washington, DC 20004. (15) Includes 6,606 RSUs that are scheduled to vest within 60 days of April 1, 2019. The address for Mr. Green is c/o Lyft, 185 Berry Street, Suite 5000, San Francisco, California 94107. (16) Includes 6,606 RSUs that are scheduled to vest within 60 days of April 1, 2019. The address for Ms. Hammer is c/o NBCUniversal, 30 Rockefeller Plaza, Suite 2187E, New York, New York 10112. (17) Includes 6,606 RSUs that are scheduled to vest within 60 days of April 1, 2019. (18) Includes 6,606 RSUs that are scheduled to vest within 60 days of April 1, 2019. The address for Mr. Pressler is c/o Clayton, Dubilier & Rice, LLC, 375 Park Avenue, 18th Floor, New York, New York 10152. (19) Includes 6,606 RSUs that are scheduled to vest within 60 days of April 1, 2019. The address for Mr. Swan is c/o Intel Corporation, 2200 Mission College Blvd., Santa Clara, California 95054. (20) Includes 9,248 RSUs that are scheduled to vest within 60 days of April 1, 2019. The address for Mr. Tierney is c/o The Bridgespan Group, 2 Copley Place, 7th Floor, Suite 3700B, Boston, Massachusetts 02116. (21) Includes 6,606 RSUs that are scheduled to vest within 60 days of April 1, 2019. (22) Includes 892,577 shares subject to options exercisable within 60 days of April 1, 2019. Also, includes 81,090 RSUs scheduled to vest within 60 days of April 1, 2019. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file reports regarding their ownership and changes in ownership of our securities with the SEC and to furnish us with copies of all Section 16(a) reports that they file. We believe that during the fiscal year ended December 31, 2018, our directors, executive officers, and holders of more than 10% of our common stock complied with all applicable Section 16(a) filing requirements except for the filing of four Form 4s one day late due to administrative error. These Form 4s were for our Board members Messrs. Pressler, Swan, Tierney and Traquina and were filed on November 6, 2018 to report the common stock issued in lieu of cash retainer fees payable for service on the Company’s Board. In making this statement, we have relied upon a review of the copies of Section 16(a) reports furnished to us and the written representations of our directors and executive officers. Certain Transactions with Directors and Officers Certain Transactions with Directors and Officers Our Audit Committee reviews and approves the Code of Business Conduct, which applies to our directors, officers, and employees and reviews our programs that are designed to ensure compliance with the Code of Business Conduct. The Audit Committee also reviews and approves all transactions with related persons that are required to be disclosed in this section of our Proxy Statement. The charter of our Audit Committee and our Code of Business Conduct may be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents/. Our Board has adopted a written policy for the review of related person transactions. For purposes of the policy, a related person transaction includes transactions in which (1) the amount involved is more than $120,000, (2) eBay is a participant, and (3) any related person has a direct or indirect material interest. The policy defines a “related person” to include directors, nominees for director, executive officers, beneficial holders of more than 5% of eBay’s outstanding common stock and their respective family members. Pursuant to the policy, all related person transactions must be approved by the Audit Committee or, in the event of an inadvertent failure to bring the transaction to the Audit Committee forpre-approval, ratified by the Audit Committee. In the event that a member of the Audit Committee has an interest in a related person transaction, the transaction must be approved or ratified by the disinterested members of the Audit Committee. In deciding whether to approve or ratify a related person transaction, the Audit Committee will consider the following factors: Whether the terms of the transaction are (a) fair to eBay and (b) at least as favorable to eBay as would apply if the transaction did not involve a related person; Whether there are demonstrable business reasons for eBay to enter into the transaction; Whether the transaction would impair the independence of an outside director under eBay’s director independence standards; and Whether the transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant. We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with eBay. Since January 1, 2018, there were no related person transactions, and we are not aware of any currently proposed related person transactions, that would require disclosure under SEC rules. Proposals Requiring Your Vote |Proposal 1 — Election of Directors Proposals Requiring Your Vote Proposal 1 — Election of Directors Proposal    1 Election of 15 directors named in this Proxy Statement to our Board to hold office until our 2020 Annual Meeting of Stockholders ☑ The Board recommends a FOR vote for each of the director nominees At the Annual Meeting, 15 directors will be elected to serve for aone-year term until our 2020 Annual Meeting and until their successors are elected and qualified. Our Board is currently composed of 15 members, 14 of whom are currently independent directors under the listing standards of The Nasdaq Stock Market. The term of office of each of the nominees standing for election at the Annual Meeting expires at the upcoming Annual Meeting. All of the nominees are currently members of the Board and each of the nominees has been elected previously by the stockholders, except Jesse Cohn and Matthew Murphy, who joined the Board in March 2019. On February 28, 2019, we entered into separate Agreements with funds affiliated with Elliott Management Corporation and Starboard Value LP and its affiliates. Pursuant to the Agreements, Matthew Murphy was appointed as a director to our Board on March 1, 2019, and Jesse Cohn was appointed as a director to our Board on March 15, 2019. The full description of the Agreements and copies of the Agreements are included in a Form8-K filed with the SEC on March 1, 2019. Each of the nominees has consented to serving as a nominee and being named as a nominee in this Proxy Statement and to serving as a director if elected. If elected at the Annual Meeting, each of the nominees will serve aone-year term until our 2020 Annual Meeting and until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, or removal. Majority Vote Standard for Election of Directors. Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the numbers of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. “ABSTAIN” votes will be counted as present for purposes of this vote but are not counted as votes cast. Brokernon-votes will not be counted as present and are not entitled to vote on the proposal. As a result, abstentions and brokernon-votes will have no effect on the vote for this proposal. Director Resignation Policy for Uncontested Elections. If a nominee who is serving as a director (an “Incumbent Director”) fails to receive the required number of votes for election in accordance with our bylaws in an uncontested election, under Delaware law, the Incumbent Director would continue to serve on the Board as a “holdover director” until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, or removal pursuant to our bylaws. Our Corporate Governance Guidelines provide that, in considering whether to nominate any Incumbent Director for election, the Board will take into account whether the Incumbent Director has tendered an irrevocable resignation that is effective upon the Board’s acceptance of such resignation in the event the director fails to receive the required vote to be elected, as described above. Each of our Incumbent Directors has tendered an irrevocable resignation. In the case of a proposed nominee who is not an Incumbent Director, the Board will take into account whether he or she has agreed to tender such a resignation prior to being nominated for election. Proposals Requiring Your Vote |Proposal 1 — Election of Directors In the case of an uncontested election, if a nominee who is an Incumbent Director does not receive the required vote for election, the Corporate Governance and Nominating Committee or another committee of the Board will decide whether to accept or reject such director’s resignation (if the director has tendered such a resignation), or whether to take other action, within 90 days after the date of the certification of the election results (subject to an additional90-day period in certain circumstances). In reaching its decision, the Corporate Governance and Nominating Committee will review factors it deems relevant, which may include any stated reasons for “AGAINST” votes, whether the underlying cause or causes of the “AGAINST” votes are curable, criteria considered by the Corporate Governance and Nominating Committee in evaluating potential candidates for the Board, the length of service of the director, the size and holding period of such director’s stock ownership in the Company, and the director’s contributions to the Company. The Corporate Governance and Nominating Committee’s decision will be publicly disclosed in a filing with the SEC. If a nominee who was not already serving as a director fails to receive the required votes to be elected at the Annual Meeting, he or she will not become a member of the Board. All of the director nominees are currently serving on the Board and each director nominee has submitted an irrevocable resignation of the type described above.   Stock Ownership Guidelines Our Board has adopted stock ownership guidelines to better align the interests of our directors and executive officers with the interests of our stockholders and further promote our commitment to sound corporate governance. Under these guidelines, our executive officers are required to achieve ownership of eBay common stock valued at three times their annual base salary (six times in the case of our CEO). For the executive officers, these guidelines are initially calculated using the executive officer’s base salary as of the date the person is first appointed as an executive officer. These guidelines are then recalculated each January 1st immediately following the third anniversary of the most recent calculation. In addition, these guidelines will also be recalculated as of the date on which an executive officer’s pay grade changes. Our directors (except for our CEO) are required to achieve ownership of eBay common stock valued at three times the amount of the annual retainer payable to directors. Each of our executive officers is required to retain 50% of any shares received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax withholding obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the executive officer until the stock ownership guidelines are met. Each of our non-employee directors is required to retain 25% of the shares received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the director until the stock ownership guidelines are met. Our stock ownership guidelines can be found on our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents. The ownership levels of our executive officers and directors as of April 1, 2021 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management.” Hedging and Pledging Policy The Company’s insider trading policy prohibits directors, executive officers, and other employees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. The policy also prohibits directors and executive officers from pledging eBay common stock as collateral for any loans. Clawbacks In 2012, we implemented changes to the eBay Incentive Plan and the Company’s equity incentive plans to provide that awards made under those plans are subject to a clawback provision. In January 2014, the terms of the clawback were adopted by the Compensation Committee subject to amendment to comply with the SEC rules to be issued in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act. Conflicts of Interest/Code of Business Conduct We expect our directors, executive officers, and other employees to conduct themselves with the highest degree of integrity, ethics, and honesty. Our credibility and reputation depend on the good judgment, ethical standards, and personal integrity of each director, executive officer, and employee. Our Code of Business Conduct requires that directors, executive officers, and other employees disclose actual or potential conflicts of interest and recuse themselves from related decisions. In order to better protect us and our stockholders, we regularly review our Code of Business Conduct and related policies to ensure that they provide clear guidance to our directors, executive officers, and employees. The Company also has practices that address potential conflicts in circumstances where a non-employee director is a control person of an investment fund that desires to make an investment in or acquire a company that may compete with one of the Company’s businesses. Under those circumstances, the director is required to notify the Company’s CEO and General Counsel of the proposed transaction, and the Company’s senior management then assesses the nature and degree to which the investee company is competitive with the Company’s businesses, as well as the potential overlaps between the Company and the investee company. If the Company’s senior management determines that the competitive situation and potential overlaps between eBay and the investee company are acceptable, approval of the transaction by the Company would be conditioned upon the director agreeing to certain limitations (including refraining from joining the board of directors of the www.ebayinc.com     33 Background to the Board’s Recommendation in Favor of eBay’s Nominees Corporate Governance   /   Governance Policies and Practices investee company or conveying any confidential or proprietary material between the Company and the investee company, abstaining from being the primary decision-maker for the investment fund with respect to the investee company, and recusing himself/herself from portions of Company Board meetings that contain competitive information reasonably pertinent to the investee company). All transactions by investment funds in which a non-employee director is a control person also remain subject in all respects to the Board’s written policy for the review of related person transactions, discussed under the section entitled “Certain Transactions with Directors and Officers.” Corporate Hotline We have established a corporate hotline that is operated by a third party and allows any employee to confidentially and anonymously (where legally permissible) submit a complaint about any accounting, internal control, auditing, or other matters of concern. Certain Transactions with Directors and Officers Our Audit Committee reviews and approves the Code of Business Conduct, which applies to our directors, officers, and employees and reviews our programs that are designed to ensure compliance with the Code of Business Conduct. The Audit Committee also reviews and approves all transactions with related persons that are required to be disclosed in this section of our Proxy Statement. The charter of our Audit Committee and our Code of Business Conduct may be found on our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents/. Our Board has adopted a written policy for the review of related person transactions. For purposes of the policy, a related person transaction includes transactions in which (1) the amount involved is more than $120,000, (2) eBay is a participant, and (3) any related person has a direct or indirect material interest. The policy defines a “related person” to include directors, nominees for director, executive officers, beneficial holders of more than 5% of eBay’s outstanding common stock and their respective family members. Pursuant to the policy, all related person transactions must be approved by the Audit Committee or, in the event of an inadvertent failure to bring the transaction to the Audit Committee for pre-approval, ratified by the Audit Committee. In the event that a member of the Audit Committee has an interest in a related person transaction, the transaction must be approved or ratified by the disinterested members of the Audit Committee. In deciding whether to approve or ratify a related person transaction, the Audit Committee will consider the following factors: · Whether the terms of the transaction are (a) fair to eBay and (b) at least as favorable to eBay as would apply if the transaction did not involve a related person; The Corporate Governance · Whether there are demonstrable business reasons for eBay to enter into the transaction; · Whether the transaction would impair the independence of an outside director under eBay’s director independence standards; and · Whether the transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction and Nominatingthe ongoing nature of any proposed relationship, and any other factors the Audit Committee considersdeems relevant. We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with eBay. Since January 1, 2020, there were no related person transactions, and we are not aware of any currently proposed related person transactions, that would require disclosure under SEC rules. 34     ebay   /  2021 Proxy Statement Compensation of Directors The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding compensation paid to all directors who are not employees of eBay, or any parent, subsidiary, or affiliate of eBay, for their Board and committee services. Except for Mr. Omidyar, eBay’s founder and member of the Board until September 2020, annual compensation to continuing non-employee directors consisted of (a) RSUs with a grant date value equal to $250,000 or, for a non-employee director serving as the Chair of the Board, $350,000, in each case rounded up to the nearest whole share, granted at the time of the annual meeting and (b) an annual cash retainer of $80,000 plus additional fees for chair and committee service paid in quarterly installments (or, at the non-employee director’s discretion, paid in additional common stock of an equivalent value rounded up to the nearest whole share). Effective in September 2020, the annual equity award and retainer are pro-rated in the event that a director serves for a portion of a year. The annual equity award is granted on the date of the director’s appointment unless the director is appointed more than 9 months since the last annual meeting (in which case, the director will receive cash in lieu of a grant). We previously issued Deferred Stock Units (“DSUs”) as equity compensation for our non-employee directors. Since January 1, 2017, RSUs have been granted in lieu of DSUs as compensation for non-employee directors. DSUs granted prior to August 1, 2013 are payable in Company common stock or cash (at our election) following the termination of a non-employee director’s service on the Board. DSUs granted on or after August 1, 2013 are payable solely in Company common stock following the termination of a non-employee director’s service on the Board. In the event of a change in control of eBay, any equity awards granted to our non-employee directors will accelerate and become fully vested. The following table sets forth annual retainers paid to our non-employee directors who serve as Chair of the Board; the Chairs of the Audit, Compensation, Corporate Governance and Nominating, and Risk Committees; and the members of those Committees. Directors with an interest and background in technology who meet regularly with our senior technologists and report significant matters to the Board do not receive any additional compensation for such service.   2020 Role Annual Retainer All Independent Directors   $ 80,000 Board Chair   $  100,000 Lead Independent Director (if applicable)            $ 25,000 Committee Chairs       Audit   $ 25,000 Compensation   $ 15,000 Corporate Governance & Nominating   $ 15,000 Risk   $ 15,000 Committee Members       Audit   $ 18,000 Compensation   $ 15,000 Corporate Governance & Nominating   $ 10,000 Risk   $ 10,000 www.ebayinc.com     35 Compensation of Directors   /   2020 Director Compensation Table 2020 Director Compensation Table The following table and footnotes summarize the total compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2020.     Name (a) Fees Earned or Paid in Cash ($)(b) Stock Awards ($)(c)(1) Option Awards ($)(d) All Other Compensation ($)(e)   Total ($)(f) Fred D. Anderson Jr.(2) 92,250 — — — 92,250 Anthony J. Bates 105,000 250,000 — — 355,000 Adriane M. Brown 108,041 250,000 — — 358,041 Jesse A. Cohn(3) 75,604 250,000 — — 325,604 Diana Farrell 92,500 250,000 — — 342,500 Logan D. Green 91,250 250,000 — — 341,250 Bonnie S. Hammer 93,750 250,000 — — 343,750 E. Carol Hayles(4) 5,385 200,000 — — 205,385 Kathleen C. Mitic 120,000 250,000 — — 370,000 Matthew J. Murphy 87,000 250,000 — — 337,000 Pierre M. Omidyar(5) — —   28,927 28,927 Paul S. Pressler 144,423 350,000 — — 494,423 Mohak Shroff(6) 4,396 200,000 — — 204,396 Robert H. Swan 109,500 250,000 — — 359,500 Thomas J. Tierney(7) 153,750 — — — 153,750 Perry M. Traquina 114,250 250,000 — — 364,250 (1) In connection with the non-employee director’s service to the Company, the non-employee director was granted RSUs. The number of factors and principles in determiningRSUs granted represents the slatequotient of director nominees for election(A) $250,000 (and an additional $100,000 with respect to the additional award to Mr. Pressler, the non-employee director serving as Chair of the Board) divided by (B) the Company’s closing stock price on the date of grant, rounded up to the nearest whole RSU. 100% of the RSUs vest on the earlier of: (i) the one-year anniversary of the date of grant or (ii) the date of the Company’s first annual meeting of stockholders that occurs after the date of grant, provided the non-employee director continues to provide service to the Company through such date. The stock awards granted to Ms. Hayles and Mr. Shroff reflect a pro-rated annual RSU award they received when they joined the Board that it recommendsof Directors. (2) Mr. Anderson retired from the Board in June 2020. The cash fees paid to Mr. Anderson reflect a pro-rated payment of the annual retainer for the period of 2020 during which he provided service to the Company. (3) Mr. Cohn resigned from the Board in September 2020. The cash fees paid to Mr. Cohn reflect a pro-rated payment of the annual retainer for the period of 2020 during which he provided service to the Company. (4) Ms. Hayles was appointed to the Board as discussed in the section titled “Corporate Governance – Board of Directors and Committees – Corporate Governance and Nominating Committee,” above. In particular,September 2020. (5) Mr. Omidyar retired from the Board considersin September 2020. (6) Mr. Shroff was appointed to the following factors and principles to evaluate and select nominees: Board in September 2020. (7) Mr. Tierney retired from the Board in June 2020. The Board should be composedfees earned by Mr. Tierney reflect a pro-rated payment of directors chosen on the basisannual retainer for the period of their character, integrity, judgment, skills, background, and experience of particular relevance2020 during which he provided service to the Company.   Fees Earned or Paid in Cash (Column (b)) The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee director in 2020, which includes fees with respect to which the following directors elected to receive shares in lieu of cash. 36     ebay   /  2021 Proxy Statement Directors should have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems. Directors should also represent the balanced, best interests of the stockholders as a whole, rather than special interest groups or constituencies. Each director should be an individual of the highest character and integrity, with the ability to work well with others and with sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director. In addressing the overall composition of the Board, characteristics such as diversity (including gender, race and age), international background, and expertise should be considered. The Board should be composed of directors who are highly engaged with our business. The Board should include individuals with highly relevant professional experience. Our Corporate Governance and Nominating Committee and Board have evaluated each of the director nominees against the factors and principles eBay uses to select director nominees. Based on this evaluation, our Corporate Governance and Nominating Committee and the Board have concluded that it is in the best interests of eBay and its stockholders for each of the proposed nominees listed below to serve as a director of eBay. The Board believes that all of these nominees have a strong track record of being responsible stewards of stockholders’ interests and bring extraordinarily valuable insight, perspective, and expertise to the Board. Additional reasons that the Board recommends supporting the election of the director nominees include: All of the nominees have high-level managerial experience in relatively complex organizations. Each nominee has highly relevant professional experience in the management, technology, and innovation fields. Proposals Requiring Your Vote |Proposal 1 — Election 2020 Director Compensation Table   /   Compensation of Directors Each nominee is highly engaged and able to commit the time and resources needed to provide active oversight of eBay and its management. None of the nominees sits on the boards of more than three other public companies, and each of the nominees who served as a director during 2018 attended at least 75% of the aggregate number of meetings of the Board and the committees on which they served. The Board believes each nominee is an individual of high character and integrity and is able to contribute to strong board dynamics. Each of these nominees has experience and expertise that complement the skill sets of the other nominees. In addition to these attributes, in each individual’s biography set forth below, we have highlighted specific experience, qualifications, and skills that led the Board to conclude that each individual should serve as a director of eBay. Proposals Requiring Your Vote |Proposal 1 — Election of Directors Nominees for Election for aOne-Year Term Expiring at Our 2019 Annual Meeting Fred D. Anderson Jr., 74   Director Since: 2003 eBay Board Committees: •  Audit Committee (Chair; Audit Committee Financial Expert) Other Public Company Boards: •  Yelp Inc. (since 2011) Director Qualifications •Financial Expertise: Extensive financial experience, having served as the Chief Financial Officer of Apple Inc., one of the world’s largest consumer electronics companies, for eight years, and the Chief Financial Officer of Automatic Data Processing, Inc., one of the world’s largest providers of business processing solutions, for four years. •Technology Industry Experience: Former Chief Financial Officer of two large, innovative global technology companies, as well as extensive experience as a board member of public technology companies. •Transactional Experience: Significant experience in all aspects of analyzing and executing sophisticated corporate transactions with very large and sophisticated technology businesses and at Elevation Partners. •Leadership:Co-Founder and Managing Director of Elevation Partners and NextEquity Partners. Experience Mr. Anderson serves as a Managing Director of NextEquity Partners, a firm heco-founded in July 2015, and Elevation Partners, a firm heco-founded in July 2004, focusing on venture and private equity investments in technology and digital media companies. From 1996 until 2004, Mr. Anderson served as Executive Vice President and Chief Financial Officer of Apple Inc. From 1992 until 1996, Mr. Anderson served as Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc. Prior to that, Mr. Anderson was the Chief Operating Officer and President of MAI Systems Corporation. Mr. Anderson was formerly a Certified Public Accountant with Coopers & Lybrand and a captain in the U.S. Air Force. Mr. Anderson currently serves on the board of directors of Yelp Inc. Mr. Anderson also serves on the Board of Trustees for Whittier College and also serves on the Advisory Board for Stanford Athletics. Mr. Anderson received his B.A. from Whittier College and his M.B.A. from the University of California, Los Angeles. Proposals Requiring Your Vote |Proposal 1 — Election of Directors Anthony J. Bates, 51   Director Since: 2015 eBay Board Committees: •  Compensation Committee •  Risk Committee Other Public Company Boards: •  VMware, Inc. (since 2016) •  Social Capital Hedosophia Holdings Corp. (since 2017) Director Qualifications •Technology Industry Experience:Extensive executive leadership experience in the technology industry, including the management of worldwide operations, sales, service and support areas. •Leadership:Mr. Bates brings strong leadership expertise to the Board. He currently serves on the boards of VMware, Inc. and Social Capital Hedosophia Holdings Corp., and formerly served as the President and a board member of GoPro, Inc. He is the former Executive Vice President, Business Development and Evangelism at Microsoft Corporation, former Chief Executive Officer of Skype Inc. and former Senior Vice President of Cisco Systems, Inc. Experience Mr. Bates is the Vice Chairman of the board of Social Capital Hedosophia Holdings Corp. (a special purpose acquisition company) as well as a board partner in support of Netskope (a portfolio company). From May 2017 through June 2018, Mr. Bates held the position of Chief Executive Officer of Growth at Social Capital. He is also a member of the boards of directors of GoPro, Inc. and VMware, Inc., where he is chair of the Mergers & Acquisitions committee. Prior to joining Social Capital, Mr. Bates was the President of GoPro, Inc. and helped with the initial public offering of the company. Before joining GoPro, Inc., Mr. Bates was the executive vice president of Microsoft’s Business Development and Evangelism group, responsible for the company’s relationships with key OEMs, strategic innovation partners, independent software vendors and developers. Mr. Bates also led Microsoft’s corporate strategy team. Mr. Bates was also the president of Microsoft’s Skype Division and the Chief Executive Officer of Skype prior to its acquisition in October of 2011. As the Chief Executive Officer of Skype, Mr. Bates helped grow the number of users from 100 million to over 300 million and revenues of the company to $1 billion. Preceding Skype, Mr. Bates was Senior Vice President and General Manager of Cisco’s enterprise, commercial and small business group as well as leader of its service provider andhigh-end router business units. Before Cisco, Mr. Bates spearheaded the backbone-engineering strategy for Internet MCI. Mr. Bates also served as a member of the boards of YouTube and LoveFilm. Mr. Bates has more than 25 years of experience in the Internet and telecommunications industries, and has published 12 IETF RFCs in the areas of Internet routing and operations. Mr. Bates also holds 10 patents in the area of Layer 2 and Layer 3 network innovations. Proposals Requiring Your Vote |Proposal 1 — Election of Directors Adriane M. Brown, 60   Director Since: 2017 eBay Board Committees: •  Audit Committee •  Risk Committee Other Public Company Boards: •  Allergan Plc (since 2017) •  Raytheon Company (since 2018) Director Qualifications •Global Business Leadership: Ms. Brown brings to the Board her extensive business leadership experience leading a number of global technology and commercial businesses. She possesses significant experience driving business strategy, business development, R&D, manufacturing and sales, and serving customers worldwide. She is known for driving innovation, customer expansion and business growth. •Leadership: Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures (“IV”) from January 2010 to July 2017, after more than 25 years in leadership roles in corporate America. During her tenure at IV, the company delivered more than $3B in Revenue, invented the technology enabling 14 companies and joint ventures, acquired 50 customers and established Global Good and Research, which is making significant inroads in global health through invention and innovation. Experience Ms. Brown became a Venture Partner at Flying Fish Fund in November 2018. Prior to that, Ms. Brown served as President and Chief Operating Officer for IV from January 2010 through July 2017, and served as a Senior Advisor until December 2018. Before joining IV, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation Systems. Over the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets, globally. Prior to Honeywell, Ms. Brown spent 19 years at Corning ultimately serving as VP and GM, Environmental Products Division, having started her career there as a shift supervisor. Ms. Brown also serves on the board of directors of Allergan Plc, Raytheon Company and Washington Research Foundation. She is also on the board of directors of the Pacific Science Center and Jobs for America’s Graduates. Ms. Brown holds a Doctorate of Humane Letters and a bachelor’s degree in environmental health from Old Dominion University, and was named a Distinguished Alumni. She also holds a master’s degree in management from the Massachusetts Institute of Technology where she was a Sloan Fellow. Jesse A. Cohn, 38   Director Since: 2019 eBay Board Committees: •  None Other Public Company Boards: •  Citrix Systems, Inc. (since 2015) Director Qualifications •Technology Industry Experience: Extensive experience in the technology industry, sitting on the boards of technology companies. •Leadership: As the Head of U.S. Equity Activism at Elliot Management Corporation, and as a member of the boards of multiple technology companies, Mr. Cohn brings strong leadership experience to the Board. Experience Mr. Cohn is a Partner, member of the Management Committee, and the Head of U.S. Equity Activism at Elliott Management Corporation. Mr. Cohn’s primary responsibility is to manage U.S. equity activist efforts, and he spends considerable time focusing on Elliott’s technology investments. Mr. Cohn serves on the Board of Directors of Citrix Systems, Inc. and is a member of the Advisory Board at the Harvard Law School Program on Corporate Governance. Prior to joining Elliott in 2004, Mr. Cohn was an Analyst in the mergers and acquisitions group at Morgan Stanley. He earned his B.S. in Economics from the University of Pennsylvania’s Wharton School of Business, from which he graduated summa cum laude. Proposals Requiring Your Vote |Proposal 1 — Election of Directors Diana Farrell, 54   Director Since:2017 eBay Board Committees: •  Risk Committee Other Public Company Boards: •  None Director Qualifications •Global Economic Experience:Previously global head of the McKinsey Global Institute (MGI), McKinsey Center for Government (MCG), and as a leading economic advisor to the President of the United States, covering the breadth of the economic agenda. She is also member of several economic and international policy groups and a trustee leading economic think tanks (see below). •Finance Experience:Extensive financial experience, having served as the Chief Executive Officer and founding President of the JPMorgan Chase Institute. Led major research on global capital markets at MGI, and led the interagency process on all financial policy when Deputy Director of the National Economic Council. •Leadership:Founding President and Chief Executive Officer of the JPMorgan Chase Institute. Prior to that, Ms. Farrell served as Senior Partner at McKinsey & Company, as well as Global Head of McKinsey Global Institute and McKinsey Center for Government. She was Deputy Director of the National Economic Council. She has a strong record of serving on non-profit boards and leading economic and policy organizations. •Experience:Ms. Farrell is the founding President and Chief Executive Officer of the JPMorgan Chase Institute, committed to delivering data rich analyses and expert insights for the public good. Previously, Ms. Farrell was a Senior Partner at McKinsey & Company where she led the Global McKinsey Center for Government and the McKinsey Global Institute. She is an active trustee and member of a range of leading economic and policy organizations. Experience Ms. Farrellis the founding President and Chief Executive Officer of the JPMorgan Chase Institute, committed to delivering data rich analyses and expert insight for the public good. Previously, Ms. Farrell was the Global Head of the McKinsey Center for Government and the McKinsey Global Institute. Ms. Farrell also served in the White House as Deputy Director of the National Economic Council and Deputy Assistant to the President on Economic Policy from 2009-2010. During her tenure, she led interagency processes and stakeholder management on a broad portfolio of economic and legislative initiatives. Ms. Farrell coordinated policy development and stakeholder engagement around the passage of the Dodd-Frank Act and served as a member of the President’s Auto Recovery Task Force. Ms. Farrell also currently serves on the board of directors for The Urban Institute and the National Bureau of Economic Research, and is a Trustee Emeritus of Wesleyan University School. In addition, Ms. Farrell is a Trustee of the Trilateral Commission and served as a Co-Chair of the World Economic Forum’s Council on Economic Progress. Ms. Farrell is also a member of the Council on Foreign Relations, the Economic Club of New York, the Aspen Strategy Group, the Bretton Woods Committee and the National Academies of Science’s Committee on National Statistics, Ms. Farrell holds a M.B.A. from Harvard Business School, and has a B.A. from Wesleyan University, from where she was awarded a Distinguished Alumna award. Proposals Requiring Your Vote |Proposal 1 — Election of Directors Logan D. Green, 35   Director Since:2016 eBay Board Committees: •  Corporate Governance and Nominating Committee Other Public Company Boards: •  Lyft, Inc. (since 2019) Director Qualifications •Technology Industry Experience:Extensive executive and entrepreneurial leadership experience in the technology industry. •Leadership:As Chief Executive Officer andco-founder of Lyft Inc., anon-demand transportation company operating in 300 cities across the U.S., Mr. Green brings strong leadership experience to the Board. Experience Mr. Green has served as the Chief Executive Officer and co-founder of Lyft Inc. since 2012, which serves 50 million riders a month. Lyft Inc. grew out of Zimride, a rideshare company previously co-counded by Mr. Green in 2007. Zimride was acquired by Enterprise Rent-a-car. Mr. Green recevied his B.A. in Business Economics from the University of California, Santa Barbara. Bonnie S. Hammer, 68   Director Since: 2015 eBay Board Committees: •  Compensation Committee Other Public Company Boards: •  IAC/InteractiveCorp (since 2014) Director Qualifications •Media Experience:Industry leader in media for over 40 years, with expertise in network programming, production, marketing, and multiplatform branding. •Leadership:As Chairman, Direct-to-Consumer and Digital Enterprises for NBCUniversal, Ms. Hammer’s executive oversight of the media company’s forthcoming new streaming service and Digital Enterprises group, plus her previous decades-long oversight of prominent cable brands and production studios, provides the Board with strong leadership experience. Experience Ms. Hammer was named Chairman, Direct-to-Consumer and Digital Enterprises, NBCUniversal in January 2019. In this role, Hammer is leading the development and launch of NBCUniversal’s recently announced streaming service, which will debut in 2020. Additionally, Hammer has oversight of the NBCUniversal Digital Enterprises group and the company’s investments in BuzzFeed, Vox and Snap. Prior to this appointment Hammer was Chairman of NBCUniversal Cable Entertainment and Cable Studios, a position she held since 2010. In that capacity, Ms. Hammer had executive oversight of leading cable brands including USA Network, Bravo, SYFY, E! Entertainment, Oxygen and Universal Kids. She also had oversight of two Hollywood studios: Universal Cable Productions and Wilshire Studios; and the digital business, Bluprint. When Ms. Hammer joined NBCUniversal in 2004, she was named President of USA Network and SYFY, having served as President of SYFY from 2001 to 2004. She held other senior executive positions at SYFY and USA Network from 1989 to 2000. Before that, she was an original programming executive at Lifetime Television Network from 1987 to 1989. Ms. Hammer has served on the boards of ShopNBC, a 24-hour TV Shopping network, the International Radio and Television Society, and the Ad Council. Ms. Hammer also serves on the board of directors of IAC/InteractiveCorp and currently holds an advisory role with Boston University’s College of Communication. Additionally, Ms. Hammer serves on the Board of Governors for the Motion Picture & Television Fund. Ms. Hammer holds a bachelor’s degree in communications and a master’s degree in media and new technology from Boston University. In 2017, Boston University awarded her an Honorary Doctorate of Humane Letters. Proposals Requiring Your Vote |Proposal 1 — Election of Directors Kathleen C. Mitic, 49   Director Since: 2011 eBay Board Committees: •  Compensation Committee •  Corporate Governance and Nominating Committee (Chair) Other Public Company Boards: •  RH (f/k/a Restoration Hardware Holdings, Inc.) (since 2013) Director Qualifications •Product and Marketing Experience:Ms. Mitic has expertise in global products and marketing. Ms. Mitic led Global Platform and Mobile Marketing at Facebook, Inc., one of the world’s most recognized social networking companies, and led Global Products Marketing at Palm, Inc. •Leadership:Ms. Mitic has served in executive positions within the industry as listed above, including at major global consumer-facing technology companies, for over twenty years. She has experience building and operating technology companies as the founder and Chief Executive Officer of Sitch, Inc. and the Vice President and General Manager of Yahoo! Inc. Her extensive experience as an entrepreneur is particularly relevant to our Company. Experience From 2012 to 2017, Ms. Mitic was the Chief Executive Officer of Sitch, Inc., (formerly known as Three Koi Labs, Inc.), a mobilestart-up company she founded. From 2010 to 2012, Ms. Mitic served as Director of Platform and Mobile Marketing for Facebook, Inc., a social networking service. From 2009 to 2010, Ms. Mitic served as Senior Vice President, Product Marketing of Palm, Inc., a smartphone manufacturer. Ms. Mitic currently serves on the board of directors of RH (formerly known as Restoration Hardware Holdings, Inc.), where she serves as a member of the Audit Committee. She also serves on the board of directors of Headspace Inc. Ms. Mitic received her B.A. from Stanford University and her M.B.A. from Harvard Business School. Matthew J. Murphy, 46   Director Since: 2019 eBay Board Committees: •  None Other Public Company Boards: •  Marvell Technology (since 2016) Director Qualifications •Technology Industry Experience: Extensive technology industry experience, member of the board of Global Semiconductor Alliance and Semiconductor Industry Association. •Leadership:President, Chief Executive Officer and member of the board of Marvell Technology. Experience Mr. Murphy is President and Chief Executive Officer of Marvell Technology. He has led the company since joining in July 2016 and also serves as a member of the company’s Board of Directors. Prior to Marvell, Matt worked for Maxim Integrated in a series of business leadership roles over two decades. Most recently, he served as Executive Vice President of Business Units and Sales & Marketing, overseeing all product development and go-to-market activities. Mr. Murphy earned a B.A. from Franklin & Marshall College, and is also a graduate of the Stanford Executive Program. He serves on the boards of directors of the Global Semiconductor Alliance (GSA), and Semiconductor Industry Association (SIA), where he was elected SIA Board Chair for 2018. Proposals Requiring Your Vote |Proposal 1 — Election of Directors Pierre M. Omidyar, 51   Director Since: 1996 eBay Board Committees: •  None Other Public Company Boards: •  None Director Qualifications •Technology Industry Experience:Mr. Omidyar has extensive experience as a technologist and innovator in our industry. His knowledge of the industry and long history of driving innovation provide important expertise to our technology-driven and innovation-focused Company. •Leadership:As the founder of eBay, Mr. Omidyar brings to the Board a deep understanding of the business and a long-standing history as a leader within our Company and the technology industry. In addition, Mr. Omidyar served on the board of directors of PayPal Holdings Inc. and founded several other innovative businesses, including the Omidyar Network and First Look Media. His extensive experience as an entrepreneur is particularly relevant to our Company. Experience Pierre M. Omidyar is a philanthropist, technologist, and innovator. Mr. Omidyar founded eBay in September 1995 and has served as a Board member of eBay Inc. since May 1996, and as Chairman of the Board from May 1996 to July 2015. He served as director of PayPal Holdings Inc. from July 2015 to May 2017. Mr. Omidyar and his wife Pam are active philanthropists, engaged in the philanthropic organizations of The Omidyar Group, a few of which include: Democracy Fund, HopeLab, Humanity United, Omidyar Network, Ulupono Initiative, and the recently-launched Luminate, Flourish, and Spero. In addition, Mr. Omidyar is co-founder and publisher of Civil Beat, a nonprofit news service dedicated to serving Hawaii’s public interest through investigative journalism. He is also the founder of First Look Media, a media company devoted to supporting independent voices, from fearless investigative journalism and documentary filmmaking to smart, provocative entertainment. Mr. Omidyar serves on the Board of Trustees of the Omidyar-Tufts Microfinance Fund, Punahou School, and Santa Fe Institute. Mr. Omidyar received his B.S. from Tufts University. Paul S. Pressler, 62   Director Since: 2015 eBay Board Committees: •  Compensation Committee (Chair) •  Corporate Governance and Nominating Committee Other Public Company Boards: •  None Director Qualifications •Financial Expertise:Mr. Pressler has been a partner at the private equity firm Clayton, Dubilier & Rice, LLC since 2009. •Leadership:Mr. Pressler has extensive leadership experience as former Chairman of David’s Bridal, Inc., Chairman of SiteOne Landscape Supply, Inc. and Interim Chief Executive Officer of David’s Bridal, Inc. He was also the former Chair of the board of AssuraMed Holding, Inc. In addition, Mr. Pressler previously served as President and Chief Executive Officer of Gap Inc. and spent 15 years in senior leadership roles at The Walt Disney Company, including as President of The Disney Stores. Experience Mr. Pressler has been a partner of Clayton, Dubilier & Rice LLC, a private equity investment firm, since 2009. He previously served as Chairman of David’s Bridal, a retail company specializing in formalwear. He also served as Chairman of AssuraMed from 2010 to 2013. Mr. Pressler served as President and Chief Executive Officer of Gap Inc. for five years, from 2002 to 2007. Before that, he spent 15 years in senior leadership roles with The Walt Disney Company, including Chairman of the global theme park and resorts division, President of Disneyland, and President of The Disney Stores. Mr. Pressler currently serves on the board of directors of The DryBar, Inc., Wilsonart, Inc. and YearUp. Mr. Pressler received his B.S. from the State University of New York at Oneonta. Proposals Requiring Your Vote |Proposal 1 — Election of Directors Robert H. Swan, 58   Director Since: 2015 eBay Board Committees: •  Risk Committee (Chair) Other Public Company Boards: •  Intel Corporation (since 2019) Director Qualifications •Financial Expertise:Mr. Swan was named Chief Executive Officer of Intel Corporation in January 2019, where he previously served as Executive Vice President and Chief Financial Officer since 2016. •Leadership:Mr. Swan brings extensive business leadership expertise to the Board. He previously served as an Operating Partner of General Atlantic. He also served as the Senior Vice President, Finance, and Chief Financial Officer at eBay Inc. In addition, Mr. Swan served as Chief Financial Officer at Electronic Data Systems Corp., TRW, Inc., and Webvan Group, Inc. Experience Mr. Swan joined Intel Corporation, a multinational technology company, in 2016 where he served as its Executive Vice President and Chief Financial Officer until being named Chief Executive Officer in January 2019. From 2015 to 2016, Mr. Swan served as an Operating Partner of General Atlantic, a leading global growth equity firm. From 2006 to 2015, Mr. Swan served as Senior Vice President, Finance, and Chief Financial Officer at eBay, where he oversaw all aspects of the Company’s finance function, including controllership, financial planning and analysis, tax, treasury, audit, mergers and acquisitions, and investor relations. Prior to eBay, Mr. Swan served as Chief Financial Officer at Electronic Data Systems Corp., TRW, Inc., and Webvan Group, Inc. Mr. Swan began his career at General Electric, where he spent 15 years in numerous senior finance roles, including divisional Chief Financial Officer for GE Transportation Systems, GE Healthcare Europe, and GE Lighting. Mr. Swan received his B.S. from the State University of Buffalo and his M.B.A. from the State University of New York at Binghamton. Thomas J. Tierney, 65   Director Since: 2003 •  Chairman of the Board eBay Board Committees: •  Compensation Committee •  Corporate Governance and Nominating Committee Other Public Company Boards: •  None Director Qualifications •Nonprofit and Philanthropic Leader:Mr. Tierney is a social entrepreneur and recognized leader in thenon-profit world. He frequently speaks and writes on a variety of topics related tonon-profit leadership and philanthropy. Mr. Tierney is also Chair of the Harvard Business School Initiative on Social Enterprise and serves on the Harvard Business School’s Dean’s Advisory Board. •Management and Strategy/Leadership Consulting Experience:Mr. Tierney has extensive management experience as Chairman of The Bridgespan Group and Chief Executive of Bain & Company. He has over 35 years of experience providing strategy and leadership consulting to CEOs across a range of industries. •Leadership:Mr. Tierney helped lead Bain & Company through a highly successful turnaround. Experience Mr. Tierney is Chairman andco-founder of The Bridgespan Group, anon-profit organization that collaborates with mission-driven leaders and organizations to help accelerate social impact, and he has been its Chairman of the Board since late 1999. From 1980 to 2000, he held various positions at Bain & Company, including serving as its CEO from 1992 to 2000. Mr. Tierney currently serves on many charitable boards, including the global board of The Nature Conservancy (where he currently serves as the Chairman), The Hoover Institution and The Woods Hole Oceanographic Institution. Mr. Tierney received his B.A. from the University of California at Davis and his M.B.A. from Harvard Business School. Proposals Requiring Your Vote |Proposal 1 — Election of Directors Perry M. Traquina, 62   Director Since: 2015 eBay Board Committees: •  Audit Committee •  Corporate Governance and Nominating Committee Other Public Company Boards: •  Morgan Stanley (since 2015) •  The Allstate Corporation (since 2016) Director Qualifications •Investment/Finance Experience:Mr. Traquina brings significant expertise in finance and global investment management with more than 34 years of experience at Wellington Management Company LLP. •Leadership:Mr. Traquina’s experience as a former Chairman, CEO, and Managing Partner of Wellington Management Company LLP adds to the strong leadership expertise of the Board. He also serves on the board of directors of Morgan Stanley and The Allstate Corporation. Experience Mr. Traquina is the former Chairman, Chief Executive Officer, and Managing Partner of Wellington Management Company LLP, a global investment management firm. Mr. Traquina held this position for a decade until his retirement from the firm in 2014. During his34-year career at Wellington, he was an investor for 17 years and a member of the management team for the other half of his time at the firm. Mr. Traquina received his B.A. from Brandeis University and his M.B.A. from Harvard University. Proposals Requiring Your Vote |Proposal 1 — Election of Directors Devin N. Wenig, 52   Director Since: 2015 eBay Board Committees: •  None Other Public Company Boards: •  General Motors Co. (since 2018) Director Qualifications •Technology Industry Experience:Mr. Wenig was President of eBay’s Marketplaces business from 2011 to July 2015. Mr. Wenig was also Chief Executive Officer of Thomson Reuters Markets, which included significant software and internet businesses. •Marketing Expertise:Mr. Wenig previously served in a number of marketing leadership positions at Reuters, including Managing Director of Marketing at Reuters Information, Executive Vice President of Marketing at Reuters America, and Executive Vice President of Marketing at Reuters Holding Switzerland SA. •Leadership:Mr. Wenig brings significant leadership experience to the Board, because he is the President and Chief Executive Officer of eBay and he is currently on the board of directors of General Motors. He previously served as Chief Executive Officer of Thomson Reuters Markets and was a member of the board of directors of Reuters Group PLC (Reuters). Experience Mr. Wenig has been President and Chief Executive Officer at eBay since July 2015. From 2011 to July 2015, Mr. Wenig served as President of eBay’s Marketplaces business. Previously, Mr. Wenig spent 18 years at Thomson Reuters, where he served as CEO of its largest division, Thomson Reuters Markets, from 2008 to 2011. In that role, he led the global financial services and media businesses, which provide information, analytics and technology services to professionals in the financial services, media, and corporate markets globally, as well as to individuals through its consumer media arm. From 2006 to 2008, Mr. Wenig was Chief Operating Officer of Reuters, a global media company. In that role, he led Reuters’ consumer media and Internet strategy and was responsible for the company’s data, information, and analytical products, as well as the sales, information technology, and global marketing functions. Prior to that, Mr. Wenig served on the Reuters board of directors and was president of Reuters’ Business Divisions from 2003 to 2006, where he was responsible for leading the revitalization of Reuters and its four business segments. In addition to the eBay board, Mr. Wenig also serves on the board of directors of General Motors. He is currently a member of the Business Council and is the co-chair of the World Economic Forum’s Consumer Industries Steering Committee. Mr. Wenig received his B.A. from Union College and his J.D. from Columbia University School of Law. Proposals Requiring Your Vote |Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation     Name Fees Forgone ($) Shares Received (#) Adriane M. Brown 81,041 1,745 Jesse A. Cohn 20,000 596 Paul S. Pressler 30,000 894 Robert H. Swan 109,500 2,573 Thomas J. Tierney 153,750 3,762 Perry M. Traquina 114,250 2,681 Stock Awards (Column (c)) The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted in 2020. The grant date fair value of each RSU was calculated using the fair value of our common stock on the date of the grant calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation— Stock Compensation. Each non-employee director (other than Mr. Omidyar) providing service as a director through June 29, 2020, the date of our 2020 Annual Meeting, was granted 4,873 RSUs with a value of $250,000 on such date (or, in the case of Mr. Pressler, our Chair of the Board, 6,822 RSUs with a value of $350,000 on such date). On October 15, 2020, Ms. Hayles and Mr. Shroff received a pro-rated annual award of 3,898 RSUs with a value of $200,000. Such RSUs become fully vested upon the earlier of (i) the first anniversary of the grant date, and (ii) the first annual meeting of the stockholders of the Company that occurs after the grant date. As of December 31, 2020, each individual who served as a non-employee director during 2020 held the aggregate numbers of DSUs and RSUs as set forth below. There were no outstanding options held by non-employee directors as of December 31, 2020.   Name DSUs Held as of 12/31/20 (#) Total RSUs Held as of 12/31/20 (#) Anthony J. Bates 5,810 4,873 Adriane M. Brown — 4,873 Diana Farrell — 4,873 Logan D. Green — 4,873 Bonnie S. Hammer 3,711 4,873 E. Carol Hayles — 3,898 Kathleen C. Mitic 25,212 4,873 Matthew J. Murphy — 4,873 Paul S. Pressler 1,128 6,822 Mohak Shroff — 3,898 Robert H. Swan 836 4,873 Perry M. Traquina 6,198 4,873 All Other Compensation (Column (e)) The amount reported in the All Other Compensation column for Mr. Omidyar consists of that portion of the premiums paid by eBay for health insurance coverage for the benefit of Mr. Omidyar. Other than this benefit, the Company provides no other reportable compensation or benefits to non-employee directors. www.ebayinc.com     37 Audit Matters Proposal    2

Say-on-Pay: Advisory Vote to Approve Named Executive Officer Compensation ☑ The Board recommends a FOR vote for this proposal