Ebay Inc PRE 14A, filed Apr 10, 2023

Ebay Inc (EBAY)

PRE 14A 2023-04-10

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1	Notice of Annual Meeting of Stockholders
8	Proposal 1: Election of Directors
	9	Director Nominees
14	Corporate Governance
	14	Highlights
	15	Board Composition and Independence
	17	Board Leadership Structure and Effectiveness
	22	Board Oversight and Stockholder Engagement
	27	Governance Policies and Practices
	29	Delinquent Section 16(a) Reports
30	Compensation of Directors
33	Our Executive Officers
35	Proposal 2: Ratification of Appointment of Independent Auditors
	35	Audit Matters
	36	Audit and Other Professional Fees
	36	Audit Committee Pre-Approval Policy
	36	Auditor Independence
	37	Audit Committee Report
39	Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
40	Executive Compensation
	40	Compensation Discussion and Analysis

	58	Compensation and Human Capital Committee Report
	59	Executive Compensation Tables
	69	CEO Pay Ratio
	69	Pay Versus Performance
72	Proposal 4: Say-on-Pay Frequency Vote
73	Proposal 5: Approval of the Amendment and Restatement of our Equity Incentive Plan
81	Proposal 6: Approval of Amendment to our Certificate of Incorporation
82	Proposal 7: Stockholder Proposal
	82	Special Shareholder Meeting
84		Equity Compensation Plan Information
84		Security Ownership of Certain Beneficial Owners and Management
86		Questions and Answers About the Proxy Materials and Our 2023 Annual Meeting
93		Other Matters
94		Appendix A—Amendment and Restatement of our Equity Incentive Plan
111		Appendix B—Amendment to our Certificate of Incorporation

Meeting Information			Date & Time			Web Address			Record Date
			Wednesday, June 21, 2023 8:00 a.m. Pacific Time			www.virtualshareholdermeeting. com/EBAY2023			You are eligible to vote if you were a stockholder at the close of business on April 24, 2023.

	•			Oversight of Sustainability and Human Capital Initiatives
	•			Enhanced Self Evaluation Process

	•			Spotlight on eBay’s Information Security
	•			Compensation Design Changes in 2022

We founded eBay over 25 years ago to build community and connections through commerce—making selling and buying equitable and attainable for everyone. Central to this journey, we continue to embrace sustainable practices—creating opportunities and empowering people to make meaningful choices for their purchases and businesses, and realizing a prosperous world for all.	Economic Opportunity As champions of inclusive entrepreneurship for everyone, eBay assists sellers in transforming their business through Seller School, and we help small businesses grow globally, through programs such as eBay for Change and Up & Running.	eBay for Charity eBay hosts one of the world’s largest and most active fundraising platforms. We enable sellers to contribute a portion of their sales to selected non-profits, and we partner with charity organizations to help them reach their fundraising goals.
	eBay Foundation eBay Foundation invests in nonprofit organizations that remove barriers to entrepreneurship for historically excluded people and communities, using Trust Based Philanthropy to empower our partners. We also support employees with meaningful giving and volunteer opportunities.	Sustainable Commerce As a pioneer of recommerce, we strive to sustain the future of our customers, our company and our planet. We help lead the way forward as partners with our global community. We also continue to embrace best practices at our facilities to reduce our environmental footprint and reinforce our commitment to operating with integrity.
	Trusted Marketplace eBay has created a trusted, transparent marketplace that’s based on the strong ethical values we follow as a business.

				Strong Board independence (9 of 10 directors are independent)						Separate Chair and CEO roles
				Declassified Board with all members standing for election annually						Independent Chair with robust responsibilities
				Majority vote standard for uncontested director elections						Simple majority vote standard for bylaw/charter amendments and transactions
				Stockholder right to call a special meeting						Clawback policy
				Stockholder proxy access						Stock ownership requirements for our executive officers and directors
				Strong stockholder engagement practices						Anti-hedging and anti-pledging policies

	How We Pay Our CEO			Mr. Iannone’s compensation is highly weighted to Company performance. Over 95% of his 2022 compensation is based on Company performance goals or is otherwise subject to stock price volatility.
	Compensation Practices			We align executive compensation with the interests of our stockholders by emphasizing pay-for-performance and weighting equity more heavily in our total compensation mix, having meaningful stock ownership requirements, and a majority of total compensation is comprised of performance-based compensation.
				We avoid excessive risk-taking by having a robust clawback policy, multiple performance measures, caps on incentive payments, and overlapping long-term performance periods for performance-based restricted stock unit (“PBRSU”) awards. We adhere to compensation best practices, with compensation benchmarked at or around the 50th percentile of our peer group, the engagement of an independent compensation consultant and limited perquisites for executive officers that are not available to all employees.
	Compensation Design Changes in 2022 Based on Shareholder Feedback			We evaluate plan designs annually to determine their appropriateness and implemented the following changes in 2022. The Committee added a three-year relative total shareholder return modifier to the PBRSUs awarded to our NEOs in 2022. This design change was made based on feedback from shareholders and a desire to extend the performance period to three years and incorporate a metric related to stock price performance against peers. The Committee also modified the performance periods for the core financial measures from a two-year period to a three-year period comprised of a series of three one-year periods to better align with management’s annual financial planning and the constantly changing online retail segment in which we compete. Finally, in order to incentivize management to drive revenue growth in Payments and Advertising (as further described below under “PBSO Program—Performance Measures and Rationale” on page 50), in line with our strategic initiatives, the Committee added performance-based stock options (“PBSOs”) to the equity award mix in 2022. These awards only begin vesting upon achievement of operational goals relating to growth in Payments and Advertising revenue over a three-year performance period. In addition to these performance-based vesting conditions, these awards are also subject to time-based vesting over the same three-year period.

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

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

				Technology industry experience						Transactional experience, including mergers and acquisitions
				Retail and e-commerce industry experience						Management experience, including talent and culture development
				Strategy experience in either established or growth markets						Product, marketing and media experience
				Investment and finance experience						Government and public policy experience
				Leadership experience, including public company governance						Sustainable business practices experience
				Entrepreneurship						Financial expertise, including expertise gained as a chief financial officer or other sophisticated experience

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

	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 their responsibilities.


• E. Carol Hayles (Chair)	• Robert Swan	Meetings in 2022: 13
• Perry M. Traquina		Meetings in 2022: 13


• Adriane M. Brown (Chair)	• Paul S. Pressler	Meetings in 2022: 6
• Logan Green		Meetings in 2022: 6


• Perry M. Traquina (Chair)	• Paul S. Pressler	Meetings in 2022: 2
• Adriane M. Brown		Meetings in 2022: 2


• Robert H. Swan (Chair)	• Mohak Shroff	Meetings in 2022: 3
• Aparna Chennapragada		Meetings in 2022: 3

	Risks relating to information security are a continued area of focus for eBay, managed within our ERM Program. The Board’s oversight of these risks has included the following activities: • At least 3 deep dive reports at the Risk Committee level and at least 1 Board level discussion annually on information security risks including payments security, data security, regulatory compliance, platform security and other categories of risk. • Audit Committee discussion of relevant Sarbanes-Oxley Act and internal audit activities. • Periodic Risk Committee reviews of management’s strategies to detect, monitor and manage information security risks.
	The foundation of our marketplace is built upon openness, honesty, integrity and trust. For more information, please visit our eBay Impact website at https://www.ebayinc.com/impact/.

Economic Opportunity	As champions of inclusive entrepreneurship for everyone, eBay assists sellers in transforming their business through Seller School, and we help small businesses grow globally, through programs such as eBay for Change and Up & Running.	The number of eBay’s commercial sellers in less-advantaged communities grew 30% compared to a 0.02% decrease in the number of business enterprises in those communities from 2017-2020.
eBay for Charity	eBay hosts one of the world’s largest and most active fundraising platforms. We enable sellers to contribute a portion of their sales to selected non-profits, and we partner with charity organizations to help them reach their fundraising goals.	In 2022, for the fifth year in a row, eBay for Charity broke our previous records, raising more than $163 million globally in charitable donations through the eBay marketplace.
eBay Foundation	eBay Foundation invests in nonprofit organizations that remove barriers to entrepreneurship for historically excluded people and communities, using Trust Based Philanthropy to empower our partners. We also support our employees with meaningful giving and volunteer opportunities.	Since 1998, eBay Foundation has provided over $100 million in total giving, which has supported over 1,800 unique grantees. In 2022, eBay Foundation grantees created or strengthened 57,000 businesses. In 2021, eBay Foundation increased the employee matching gifts cap to $10,000 per employee and, in 2022, engaged 50% of employees in one or more programs.
Sustainable Commerce	As a pioneer of recommerce, we strive to sustain the future of our customers, our company and our planet. We help lead the way forward as partners with our global community. We also continue to embrace best practices at our facilities to reduce our environmental footprint and reinforce our commitment to operating with integrity.	Through selling pre-loved and refurbished items on eBay in 2022, over 1.6 million metric tons of carbon emissions were avoided. eBay has been carbon neutral since 2021, and we remain committed to reducing 90% of carbon emissions from our operations (scope 1 & 2) by 2030 as well as achieving 100% renewable energy by 2025. In 2023, eBay earned an A on the CDP Climate Change survey in recognition of outstanding action against climate change.
Trusted Marketplace	eBay has 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 Equality Index 2022—our 15th year on the Index. For each year since 2020, eBay has published a Global Transparency Report in order to openly communicate its trust and safety policies and enforcement of those policies.


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

ROLE	2022 ANNUAL RETAINER
All Independent Directors		$	80,000
Board Chair		$	100,000
Lead Independent Director (if applicable)		$	25,000
Committee Chairs
Audit		$	25,000
Compensation and Human Capital		$	15,000
Corporate Governance & Nominating		$	15,000
Risk		$	15,000
Committee Members
Audit		$	18,000
Compensation and Human Capital		$	15,000
Corporate Governance & Nominating		$	10,000
Risk		$	10,000

Name (a)	Fees Earned ($)(b)		Stock Awards ($)(c)		All Other Compensation ($)(d)		Total ($)(e)
Anthony J. Bates(1)		72,115		—		—		72,115
Adriane M. Brown		120,000		250,000		—		370,000
Aparna Chennapragada(2)		18,832		201,370		—		220,201
Diana Farrell(3)		68,681		—		—		68,681
Logan D. Green		95,081		250,000		—		345,081
Bonnie S. Hammer(4)		61,813		—		—		61,813
E. Carol Hayles		126,708		250,000		—		376,708
Shripriya Mahesh(5)		—		—		—		—
Kathleen C. Mitic(6)		114,783		250,000		—		364,783
Matthew J. Murphy(7)		74,263		—		—		74,263
Paul S. Pressler		205,000		350,000		—		555,000
Mohak Shroff		90,000		250,000		—		340,000
Robert H. Swan		123,226		250,000		—		373,266
Perry M. Traquina		113,367		250,000		—		363,367

Name	Fees Forgone ($)		Shares Received (#)
Logan D. Green		71,331		1,541
Matthew J. Murphy		47,263		934
Robert H. Swan		123,129		2,504
Perry M. Traquina		108,768		2,215

Name	DSUs Held as of 12/31/22 (#)		Total RSUs Held as of 12/31/22 (#)
Adriane M. Brown		—		5,244
Aparna Chennapragada		—		4,224
Logan D. Green		—		5,244
E. Carol Hayles		—		5,244
Paul S. Pressler		1,128		7,341
Mohak Shroff		—		5,244
Robert H. Swan		836		5,244
Perry M. Traquina		6,198		5,244


				Cornelius Boone Age: 42 Position: Senior Vice President, Chief People Officer Biography Mr. Boone has served eBay as Senior Vice President, Chief People Officer since February 2021. Prior to joining eBay, he was Vice President, Human Resources at American Airlines from 2018 to 2021. Prior to American Airlines, Mr. Boone was Vice President, Human Resources at Walmart from 2016 to 2018, and Vice President, Human Resources at Walmart Global eCommerce from 2014 to 2016.


				Marie Oh Huber Age: 61 Position: Senior Vice President, Chief Legal Officer, General Counsel and Secretary Biography Ms. Huber serves eBay as Senior Vice President, Chief Legal Officer, General Counsel and Secretary. She assumed her current role in July 2015. Prior to joining eBay, Ms. Huber spent 15 years at Agilent Technologies, a technology and life sciences company, most recently as Senior Vice President, General Counsel and Secretary. Before Agilent, she spent ten years at Hewlett-Packard Company in various positions, and prior to HP she started her career at large law firms in New York and San Francisco.

	YEAR ENDED DECEMBER 31,
	2022			2021
Audit Fees		$	9,709		$	12,350
Audit-Related Fees(1)			606			375
Tax Fees			364			2,037
All Other Fees			33			84
Total		$	10,712		$	14,846

	Jamie Iannone, President and Chief Executive Officer (“CEO”)
	Steve Priest, Senior Vice President, Chief Financial Officer (“CFO”)
	Cornelius Boone, Senior Vice President, Chief People Officer
	Julie Loeger, Senior Vice President, Chief Growth Officer
	Eddie Garcia, Senior Vice President, Chief Product Officer(1)
	Peter B. Thompson, former Senior Vice President, Chief Product Officer(2)

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

	2022 TARGET COMPENSATION
Base Salary		$	1,000,000
Annual Cash Incentive (eIP)		$	2,000,000
Equity Awards		$	18,000,000
Total Target Compensation		$	21,000,000

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

WHAT WE DO			WHAT WE DON’T DO
Align executive compensation with the interests of our stockholders • Pay-for-performance emphasized • Majority of total compensation comprises performance-based compensation • Equity/cash compensation mix significantly favors equity • Meaningful stock ownership requirements			No tax gross-ups for change in control benefits No automatic “single trigger” acceleration of equity awards upon a change in control No repricing or buyout of underwater stock options without stockholder approval No hedging and pledging transactions
Avoid excessive risk-taking • Robust clawback policy • Multiple performance measures, caps on incentive payments, and overlapping long-term performance periods for PBRSU awards and PBSOs
Adhere to compensation best practices • Compensation at or around the 50th percentile of peer group • Independent compensation consultant engaged • Limited perquisites for executive officers that are not available to all employees

				Elements of Our Executive Compensation Program provides a description of our executive compensation practices, programs, and processes.
				2022 NEO Target Compensation discusses how we determine the mix of the elements in our compensation program to achieve our total target compensation.
				2022 Compensation Design and Determinations explains executive compensation decisions relating to the performance-based pay of our executive officers in 2022.
				Further Considerations for Setting Executive Compensation discusses the role of the Company’s compensation consultant, peer group considerations, and the impact of accounting and tax requirements on compensation.
				Severance and Change in Control Arrangements with Executive Officers and Clawbacks discusses the Company’s severance and change in control plans and other arrangements with executive officers.

NAME	2022 ANNUAL BASE SALARY			YEAR- OVER-YEAR CHANGE FOR BASE SALARY (%)	2022 TARGET ANNUAL CASH INCENTIVE AWARD (% OF SALARY)		YEAR-OVER- YEAR CHANGE FOR TARGET ANNUAL CASH INCENTIVE AWARD (%)	2022 TARGET VALUE OF EQUITY AWARDS ($)			YEAR-OVER- YEAR CHANGE FOR TARGET VALUE OF EQUITY AWARDS (%)
Mr. Iannone		$	1,000,000	No Change		200%	No Change		$	18,000,000(2)	20%
Mr. Priest		$	800,000	6.7%		100%	No Change		$	7,500,000(2)	7.1%
Mr. Boone		$	675,000	4.7%		75%	15.4%		$	4,200,000(2)	-6.7%(4)
Ms. Loeger		$	700,000	7.7%		75%	No Change		$	5,000,000(2)	25%
Mr. Garcia		$	675,000	N/A(1)		75%	N/A(1)		$	5,500,000(2)	N/A(1)
Mr. Thompson		$	645,000	No Change		75%	No Change		$	N/A(3)	N/A


Performance Measures			Revenue resulting from Payments(1) and Advertising.(2) with a range of 0% to 100% vesting of option awards granted (50% at target and 100% at maximum performance)
Rationale			The Compensation and Human Capital Committee believes these measures represent key areas of revenue growth for the Company. Both Payments and Advertising revenue are used to incentivize management to focus on the Company’s revenue growth, in line with our strategic initiatives.
Targets			The four performance goals, which are reviewed and measured annually for achievement, are generally set in a manner consistent with our strategic growth initiatives set forth at our 2022 Investor Day. At the time the performance goals were set, the target goals were designed for the first two tranches (50% vesting) to be achievable with strong management performance that delivers on our goals stated at 2022 Investor Day, while the maximum goals were designed for the third and fourth tranches (75% and 100% vesting, respectively) to be very difficult to achieve, requiring management to significantly surpass our stated goals.