eBay 2017 Interactive Proxy Statement

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Nominees for Election for a One-Year Term Expiring at Our 2018 Annual Meeting

  • Fred D. Anderson Jr.

  • Edward W. Barnholt

  • Anthony J. Bates

  • Logan D. Green

  • Bonnie S. Hammer

  • Kathleen C. Mitic

  • Pierre M. Omidyar

  • Paul S. Pressler

  • Robert H. Swan

  • Thomas J. Tierney

  • Perry M. Traquina

  • Devin N. Wenig

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  1. Gender
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  • Gender

    • Bonnie S. Hammer
    • Kathleen C. Mitic

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Independent ()
Non-Independent ()

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  • Audit


    Number of meetings: 9
    Chair: Fred D. Anderson Jr.

    Audit Committee Financial Expert

    - Fred D. Anderson Jr.

    • Fred D. Anderson Jr.
    • Paul S. Pressler
    • Perry M. Traquina
  • Compensation


    Number of meetings: 8
    Chair: Edward W. Barnholt

    • Edward W. Barnholt
    • Anthony J. Bates
    • Kathleen C. Mitic
    • Bonnie S. Hammer
    • Thomas J. Tierney
  • Corporate Governance and Nominating


    Number of meetings: 4
    Chair: Kathleen C. Mitic

    • Perry M. Traquina
    • Thomas J. Tierney
    • Paul S. Pressler
    • Kathleen C. Mitic
    • Logan D. Green

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  • Chairman of the Board


    Thomas J. Tierney
    • Thomas J. Tierney
  • President and CEO


    Devin N. Wenig
    • Devin N. Wenig
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Fred D. Anderson Jr.

Managing Director of NextEquity Partners


Age: 72
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards: Yelp Inc. (since 2011)
Qualifications:

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, 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 he co-founded in July 2015, and Elevation Partners, a firm he co-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. Mr. Anderson currently serves on the Board of Directors of Yelp Inc.

On April 24, 2007, the SEC filed a complaint against Mr. Anderson and another former officer of Apple. The complaint alleged that Mr. Anderson failed to take steps to ensure that the accounting for an option granted in 2001 to certain executives of Apple, including himself, was proper. Simultaneously with the filing of the complaint, Mr. Anderson settled with the SEC, neither admitting nor denying the allegations in the complaint. In connection with the settlement, Mr. Anderson agreed to a permanent injunction from future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 and Section 16(a) of the Exchange Act and Rules 13b2-2 and 16a-3 thereunder, and from aiding and abetting future violations of Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, and 14a-9 thereunder. He also agreed to disgorge approximately $3.5 million in profits and interest from the option he received and to pay a civil penalty of $150,000. Under the terms of the settlement, Mr. Anderson may continue to act as an officer or director of public companies.

Mr. Anderson was formerly a Certified Public Accountant with Coopers & Lybrand and a captain in the U.S. Air Force. 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.

Edward W. Barnholt

Retired President and CEO, Agilent Technologies, Inc.


Age: 73
Director since: 2005
Independent: Yes
Board Committees:
Other Public Boards: Adobe Systems Incorporated (since 2005); KLA-Tencor Corporation (since 1997)
Qualifications:

Director Qualifications

  • Technology Industry Experience: Over 49 years working in the technology sector at some of the largest and most complex companies in the industry, including Agilent Technologies, Inc. and Hewlett-Packard Company.
  • Transactional/M&A Experience: Helped lead the spin-off of Agilent from Hewlett-Packard Company in 1999.
  • Leadership: Mr. Barnholt has extensive leadership experience as Chief Executive Officer of Agilent Technologies for six years and extensive experience serving as a Chairman and board member of companies, including KLA-Tencor (where he also serves as the Non-Executive Chairman and the Chairman of the Nominating and Governance Committee) and Adobe Systems (where he also serves on the Compensation Committee and is the Chair of the Nominating and Governance Committee).

Experience

Mr. Barnholt served as President and Chief Executive Officer of Agilent Technologies, Inc., a measurement company, from 1999 until his retirement in 2005. He helped lead Agilent’s spin-off from Hewlett-Packard Company in 1999. From 1966 to 1999, Mr. Barnholt held various positions at Hewlett-Packard Company. Mr. Barnholt currently serves on the Board of Directors of KLA-Tencor Corporation and Adobe Systems Incorporated.

Mr. Barnholt also serves on the Board of Trustees of the David and Lucile Packard Foundation. Mr. Barnholt received his B.S. and M.S. from Stanford University.

Anthony J. Bates

Former President, GoPro, Inc.


Age: 49
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: GoPro, Inc. (since 2014); VMware, Inc. (since February 2016)
Qualifications:

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: As a board member of GoPro, Inc. and its former President, 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., Mr. Bates brings strong leadership expertise to the board.

Experience

Mr. Bates was the President of GoPro, Inc., which makes and sells versatile capture devices to enable people to capture photo and video content, from June 2014 until December 2016. From June 2013 until March 2014, Mr. Bates was the Executive Vice President, Business Development and Evangelism, of Microsoft Corporation, a software company. Mr. Bates was the Chief Executive Officer of Skype Inc., a provider of software applications and related Internet communications products, from October 2010 until its acquisition by Microsoft in 2011, subsequent to which Mr. Bates served as the President of Microsoft’s Skype Division until June 2013. From 1996 to 2010, Mr. Bates served in various roles at Cisco Systems, Inc., a networking equipment provider, most recently as Senior Vice President and General Manager of the Enterprise Group. Mr. Bates currently serves on the Board of Directors of GoPro, Inc. and VMware, Inc., a cloud and virtualization software and services company.

Logan D. Green

Chief Executive Officer and co-founder of Lyft Inc.


Age: 33
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Director Qualifications

  • Technology Industry Experience: Extensive executive and entrepreneurial leadership experience in the technology industry.
  • Leadership: As Chief Executive Officer and co-founder of Lyft Inc., an on-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. the on-demand transportation company since 2012. Lyft Inc. grew out of Zimride, a rideshare company previously co-founded by Mr. Green in 2007. Zimride was acquired by Enterprise Rent-a-car. Prior to founding Zimride, Mr. Green created the first car-share program at UC Santa Barbara and served on the Board of the Santa Barbara Metropolitan Transit District.

Mr. Green received his B.A. in Business Economics from the University of California, Santa Barbara.

Bonnie S. Hammer

Chairman, NBCUniversal Cable Entertainment


Age: 66
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: IAC/InteractiveCorp (since 2014)
Qualifications:

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 of NBCUniversal Cable Entertainment, Ms. Hammer’s executive oversight of prominent cable brands and production studios provides the board with strong leadership experience.

Experience

Ms. Hammer has been Chairman of NBCUniversal Cable Entertainment, a division of the cable network and entertainment company, NBCUniversal, since 2010. In this capacity, Ms. Hammer has executive oversight of leading cable brands including USA Network, Bravo, Syfy, E! Entertainment, Oxygen and Sprout. She also oversees two Hollywood studios: Universal Cable Productions, which produces scripted content for linear television networks and digital streaming outlets, and Wilshire Studios, which specializes in the production of unscripted content.

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. Ms. Hammer also serves as a Governor 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.

Kathleen C. Mitic

Founder and CEO, Sitch, Inc.


Age: 47
Director since: 2011
Independent: Yes
Board Committees:
Other Public Boards: Restoration Hardware Holdings, Inc. (since 2013)

Qualifications:

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 the past fourteen 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

Ms. Mitic is the Founder and Chief Executive Officer of Sitch, Inc. (formerly known as Three Koi Labs, Inc.), a mobile start-up company formed in 2012. 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 Restoration Hardware Holdings, Inc.(where she serves as a member of the Audit Committee). She also serves on the Board of Directors of Sitch, Inc. and Special Olympics International.

Ms. Mitic received her B.A. from Stanford University and her M.B.A. from Harvard Business School.

Pierre M. Omidyar

Founder, eBay Inc.


Age: 49
Director since: 1996
Independent: Yes
Board Committees:
Other Public Boards: PayPal Holdings, Inc. (since 2015)
Qualifications:

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 to eBay, Mr. Omidyar serves 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 has served as director of PayPal Holdings Inc. since July 2015.

Mr. Omidyar is an active philanthropist and is deeply engaged in the philanthropic organizations he founded with his wife, including: Democracy Fund, HopeLab, Humanity United, Omidyar Network, and Ulupono Initiative. 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 and publisher of First Look Media, a new-model 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 Omidyar-Tufts Microfinance Fund, Punahou School, and Santa Fe Institute.

Mr. Omidyar received his B.S. from Tufts University.

Paul S. Pressler

Partner, Clayton, Dubilier & Rice, LLC


Age: 60
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: SiteOne Landscape Supply, Inc. (since 2013)

Qualifications:

Director Qualifications

 

  • Financial Expertise: Mr. Pressler has been a partner at the private equity firm Clayton, Dubilier & Rice, LLC (“CD&R”) since 2009.
  • Leadership: As the Chair of the Board of Directors of AssuraMed, Mr. Pressler worked closely with CD&R management to improve AssuraMed’s business performance, which ultimately resulted in the sale of AssuraMed to Cardinal Health. Additionally, Mr. Pressler serves as Chairman and Interim Chief Executive Officer of David’s Bridal, Inc., and Chairman of SiteOne Landscape Supply, Inc. He also serves on the Board of Directors of The DryBar, Inc, and Drive Devilbiss Healthcare. He 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 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 is currently Chairman and Interim Chief Executive Officer of David’s Bridal, a retail company specializing in formalwear, and Chairman of SiteOneLandscape Supply, a company specializing in green industry supplies. 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 has been a Partner of Clayton, Dubilier & Rice LLC, a private equity investment firm, since 2009. He is currently Chairman and Interim Chief Executive Officer of David’s Bridal, a retail company specializing in formalwear, and Chairman of SiteOneLandscape Supply, a company specializing in green industry supplies. 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 received his B.S. from the State University of New York at Oneonta.

Robert H. Swan

Executive Vice President and Chief Financial Officer, Intel Corporation


Age: 56
Director since: 2015
Independent: No
Board Committees:
Other Public Boards:
Qualifications:

Director Qualifications

  • Financial Expertise: Mr. Swan has been an Executive Vice President and Chief Financial Officer at Intel Corporation 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 CFO at Electronic Data Systems Corp., TRW, Inc., and Webvan Group, Inc.

Experience

Mr. Swan joined Intel Corporation, a multinational technology company, in 2016 and serves as its Executive Vice President and Chief Financial Officer. From 2015 to 2016, Mr. Swan served as an Operating Partner of General Atlantic, a global 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

Chairman and Co-Founder, The Bridgespan Group


Age: 63
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Director Qualifications

  • Nonprofit and Philanthropic Leader: Mr. Tierney is a social entrepreneur and recognized leader in the non-profit world. He frequently speaks and writes on a variety of topics related to non-profit leadership and philanthropy. Mr. Tierney also is 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. 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 and co-founder of The Bridgespan Group, a non-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), 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.

Perry M. Traquina

Former Chairman, CEO and Managing Partner of Wellington Management Company LLP


Age: 60
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Morgan Stanley (since 2015);
Allstate Corporation (since 2016)
Qualifications:

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 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 his 34-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.

Devin N. Wenig

President and CEO, eBay Inc.


Age: 50
Director since: 2015
Independent: No
Board Committees:
Other Public Boards:
Qualifications:

Director Qualifications

  • Technology Industry Experience: Mr. Wenig was President of eBay’s Marketplaces business from 2011 to July 2015. Mr. Wenig was also CEO 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 CEO of eBay, and he previously served as CEO 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 CEO 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 provider of financial market data. 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.

Mr. Wenig currently is a member of the Business Council. He also serves as the co-chair of the World Economic Forum’s Consumer Industries Steering Committee and as a Trustee of the Paley Center for Media.

Mr. Wenig received his B.A. from Union College and his J.D. from Columbia University School of Law.

Meeting Highlights

The Venue

eBay Headquarters 2025 Hamilton Avenue
San Jose, California 95125

Date/Time:

May 18, 2017 08:00a.m.Pacific Time

Meeting begins in:

00 Days
00 Hours
00 Minutes
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Items of Business:

Item Board Rec.
To vote on the election of 12 director nominees named in the proxy statement to our Board of Directors to hold office until our 2018 Annual Meeting of Stockholders. check-box
To approve, on an advisory basis, named executive officer compensation. check-box
To approve, on an advisory basis, the frequency with which the advisory vote to approve named executive officer compensation should be held. check-box
To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2016. check-box
To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2017. check-box
To consider a stockholder proposal regarding action by written consent. x

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