DEF 14A 1 e22101_ebay-def14a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


þ	Filed by the Registrant	o	Filed by a Party other than the Registrant

Check the appropriate box:
o	Preliminary Proxy Statement
o	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
þ	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Under Rule 14a-12

eBay, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
þ	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

We connect people and build communities to create economic opportunity for all

At eBay, we create pathways to connect millions of sellers and buyers in more than 190 markets around the world. Our technology empowers our customers, providing everyone the opportunity to grow and thrive—no matter who they are or where they are in the world. And the ripple effect of our work creates waves of change for our customers, our company, our communities and our planet.

Economic Opportunity

Champions of inclusive commerce, eBay Seller School assists sellers in transforming their business, and we help small businesses grow globally, through programs such as eBay for Change and Up & Running.

eBay Foundation

eBay Foundation leverages its voice and resources to amplify the work of those addressing and removing barriers to entrepreneurship for BIPOC in the US and women globally, leading with Trust Based Philanthropy. We also support our employees with meaningful giving and volunteer opportunities.

eBay for Charity

eBay hosts one of the world’s largest and most active fundraising platforms, partnering with charity organizations to help them reach their fundraising goals.

Sustainable Commerce

Circular commerce has been a part of eBay since we were founded over 25 years ago. We also continually strive to integrate best practices at our facilities to reduce our environmental footprint.

Trusted Marketplace

eBay created a trusted, transparent marketplace that’s based on the strong ethical values we follow as a business.

Goals: We are continuously working to quantify, track and manage our environmental footprint.

Renewable Energy

Source 100 percent renewable energy in our electricity supply by 2025 for eBay-controlled data centers and offices.

Carbon Emissions – Science Based Target

Reduce absolute scope 1 and scope 2 GHG emissions 90% by 2030 from a 2019 base year and reduce absolute scope 3 emissions from downstream transportation and distribution 20%.

* GMV, Revenue, and Revenue from International Operations represent FY 2021.

** Global Active Buyers and Approximate number of live listings is a trailing 12-month metric as of the end of 2021.

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Letter to Our Stockholders

Dear Fellow Stockholders:

We are proud that our shared values of transparency, responsibility and business performance have supported eBay’s mission to empower people and create economic opportunity throughout 2021. As your Board of Directors, we are focused on creating value for you—our stockholders—in increasingly competitive markets and during these unsettled times. Drawing on your input, we are supporting our leadership team in realizing its vision for a tech-led reimagination of eBay, a marketplace that will continue to drive success for its buyers and sellers around the world.

You are cordially invited to attend the 2022 Annual Meeting of Shareholders (Annual Meeting) of eBay Inc. to be held on June 8, 2022, at 8:00 a.m. Pacific Time. The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Shareholders and proxy statement.

Board Succession Plans and Refreshment

We are soliciting proxies for the election at the annual meeting of nine individuals to serve as directors of eBay until the 2023 Annual Meeting of Stockholder. Anthony Bates, Diana Farrell, Bonnie Hammer, and Matthew Murphy have each decided to not stand for re-election. During their tenures, Tony, Diana, Bonnie and Matt have provided eBay with exceptional guidance, expertise and insights. We thank them for their tremendous contributions. The Board has a commitment to refreshment, and we look forward to recruiting at least one additional independent director in the coming months, who will further enhance our composition and bring skills complementary to eBay’s strategic vision.

Sustainable Commitments

As Board members we, and the thousands of eBay employees, deeply share the sentiment that the company’s purpose links us to something bigger than any one of us. To ensure the achievement of our long-term business goals, we exercise our oversight to ensure that eBay’s sustainability initiatives focus on the matters that are material to our business and where we can be most impactful to our stakeholders. This includes our commitments to corporate governance best practices (especially our engagement with and responsiveness to shareholders), our impact on the environment and the communities we serve and overseeing meaningful progress in diversity, equity and inclusion. We invite you to read more in our Impact and DE&I reports and the Compensation and Human Capital Committee’s letter contained in this proxy statement.

Engaging Virtually

This year will be our third virtual annual meeting. This format offers the key features of an in-person meeting without putting anyone at risk of COVID-19. Although this decision was driven by the public health crisis, we hope it will also improve your ability to attend and participate while saving stockholders the time and expense of travel. In the virtual meeting, participants will join via a website where they can listen to the speakers, view any presentations, submit questions and comments, hear the company’s responses, and vote their shares electronically. We recommend that participants log in at least 15 minutes prior to the start of the meeting.

Thank you for your continued investment in eBay. We are proud to represent stockholder interests in this great company and look forward to meeting with you at the 2022 Annual Meeting of Stockholders.

iv ebay / 2022 Proxy Statement

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.

YOUR VOTE IS IMPORTANT. Even if you plan to attend the meeting, please vote as soon as possible using any of the following methods. In all cases, you should have your notice, or if you requested to receive printed proxy materials, your proxy card or voting instruction form on hand and follow the instructions:

Proposals Requiring Your Vote

Description		Board’s Voting Recommendation	For Further Details
1	Election of 9 directors named in this Proxy Statement to our Board to hold office until our 2023 Annual Meeting of Stockholders	FOR each director nominee	Page 3
2	Ratification of appointment of independent auditors	FOR	Page 37
3	Advisory vote to approve named executive officer compensation	FOR	Page 42
4	Approval of the Amendment and Restatement of the eBay Employee Stock Purchase Plan	FOR	Pages 80-84
5	Stockholder proposal, if properly presented	AGAINST	Pages 85-86

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Corporate Governance Best Practices

The Board of Directors is responsible for (1) providing advice and oversight of the strategic and operational direction of the Company and (2) overseeing the Company’s executive management to ensure the Company operates in ways that support the long-term interest of our stockholders and the stakeholders we serve. eBay is committed to transparency and accountability, as demonstrated by the following governance features:

	Strong Board independence (12 of 13 directors are independent)		Separate Chairman and CEO roles
	Declassified Board with all members standing for election annually		Independent Chairman 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

Director Diversity

Our directors exhibit the following diverse mix of characteristics:

vi ebay / 2022 Proxy Statement

2022 Board Nominees

							Other Public
		Director	Committees				Company
Name and Principal Occupation	Age	Since	AC	CHCC	RC	CGNC	Boards
Adriane M. Brown INDEPENDENT Managing Partner, Flying Fish Ventures	63	2017					3
Logan D. Green INDEPENDENT Chief Executive Officer and Co-Founder, Lyft	38	2016					1
E. Carol Hayles INDEPENDENT Former Chief Financial Officer, CIT Group, Inc.	61	2020					2
Jamie Iannone President and Chief Executive Officer, eBay Inc.	49	2020					0
Kathleen C. Mitic INDEPENDENT Co-Chief Executive Officer and Co-Founder, SomethingElse	52	2011					2
Paul S. Pressler INDEPENDENT Chair of eBay Board; Operating Advisor, Clayton, Dubilier & Rice	65	2015					0
Mohak Shroff INDEPENDENT Head of Engineering, LinkedIn	43	2020					0
Robert H. Swan INDEPENDENT Operating Partner, Andreessen Horowitz	61	2015					1
Perry M. Traquina INDEPENDENT Former Chairman and CEO, Wellington Management Company	66	2015					2

AC Audit Committee CHCC Compensation and Human Capital Committee RC Risk Committee CGNC Corporate Governance and Nominating Committee

Committee Chair Member

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Executive Compensation Highlights

The objectives of our executive compensation program are to:

Align compensation with our business objectives, performance and stockholder interests

Position us competitively among the companies against which we recruit and compete for talent

Motivate executive officers to enhance short-term results and long-term stockholder value

Enable us to attract, reward and retain executive officers and other key employees who contribute to our long-term success

Our board of directors recommends that shareholders vote to approve an advisory resolution on the compensation paid to the Company’s named executive officers, as described in this proxy statement, for the following reasons.

How We Pay Our CEO

Compensation Practices

Compensation Design Changes for 2022

Mr. Iannone’s compensation is highly weighted to Company performance. Over 94% of his 2021 compensation is based on Company performance goals or is otherwise subject to stock price volatility.

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 comprises 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 PBRSU awards. We adhere to compensation best practices, with compensation benchmarked at or around the 50th percentile of peer group, the engagement of an independent compensation consultant and limited perquisites for executive officers that are not available to all employees.

We evaluate plan designs annually to determine their appropriateness and have implemented the following changes for 2022.

PBRSUs. Based on a desire to both extend the performance period to three years and incorporate a metric related to stock price performance against peers, and feedback from shareholders, the Committee added a three-year relative total shareholder return modifier to the PBRSUs awarded to our NEOs. The Committee also modified the performance periods for the core financial measures from a two-year period to a series of three one-year periods to better align with management’s annual financial planning.

Performance Options. In addition to Restricted Stock Units (RSUs) and PBRSUs, which historically comprised 40% and 60% of equity compensation awarded to our NEOs, the Committee determined to allocate a percentage of target equity value to performance-vesting stock options. These stock options will only vest over a three-year performance period if predetermined operational goals and time-based vesting are satisfied. As a result, the target equity value will be comprised of 40% RSUs, 40% PBRSUs, and 20% performance-vesting stock options.

eIP. The assessment of our executive leadership team’s performance will continue to include ESG factors related to sustainability and DE&I goals, as well as a customer satisfaction (CSAT) measure that can increase payouts based on performance.

viii ebay / 2022 Proxy Statement

Notice of Annual

Meeting of Stockholders

The 2022 Annual Meeting of Stockholders of eBay Inc. will be conducted virtually on the Internet. There will be no in-person meeting.

Date and Time
Wednesday, June 8, 2022
8:00 a.m. Pacific Time

Web Address
www.virtualshareholdermeeting.com/ EBAY2022

Record Date
You are eligible to vote if you were a stockholder at the close of business on April 12, 2022.

Proposals Requiring Your Vote


Description		Board’s Voting Recommendation	For Further Details
1	Election of 9 directors named in this Proxy Statement to our Board to hold office until our 2023 Annual Meeting of Stockholders	FOR each director nominee	Page 3
2	Ratification of appointment of independent auditors	FOR	Page 37
3	Advisory vote to approve named executive officer compensation	FOR	Page 42
4	Approval of the Amendment and Restatement of the eBay Employee Stock Purchase Plan	FOR	Page 80
5	Stockholder proposal, if properly presented	AGAINST	Page 85

Stockholders as of the record date will also transact on such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. The items of business are described more fully in the accompanying Proxy Statement. We will be providing access to our proxy materials over the internet under Securities and Exchange Commission (“SEC”) “notice and access” rules. As a result, on or about April 26, 2021, we are mailing to many of our stockholders a notice instead of a paper copy of the Proxy Statement and our 2021 Annual Report.

How to Vote YOUR VOTE IS IMPORTANT. Even if you plan to attend the meeting, please vote as soon as possible using any of the following methods. In all cases, you should have your notice, or if you requested to receive printed proxy materials, your proxy card or voting instruction form on hand and follow the instructions: Online You can vote your shares online at www.proxyvote.com Phone You can vote your shares by calling +1 (800) 690-6903. Mail Date and sign your proxy card or voting instruction form and return it in the postage-paid envelope.

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 8, 2022: the Proxy Statement and the Annual Report are Available at https://investors.ebayinc.com/financial-information/annual-reports/default.aspx

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Table of Contents

Annual
Meeting
Information

Annual
Meeting
Information

Date and Time

Wednesday, June 8, 2022
8:00 a.m. Pacific Time

Web Address

www.virtualshareholdermeeting. com/EBAY2022

Record Date

You are eligible to vote if you were a stockholder at the close of business on April 12, 2022.

How to
Vote

How to
Vote

Online

You can vote your shares online at www.proxyvote.com

Phone

You can vote your
shares by calling
+1 (800) 690-6903.

Mail

Date and sign your proxy card or voting instruction form and return it in the postage-paid envelope.

SEC Form DEF 14A filed by eBay Inc.