eBay 2018 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.

  • Anthony J. Bates

  • Adriane M. Brown

  • Diana Farrell

  • 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: 10
    Chair: Fred D. Anderson Jr.

    Audit Committee Financial Expert

    - Fred D. Anderson Jr.

    • Fred D. Anderson Jr.
    • Perry M. Traquina
    • Adriane M. Brown
  • Compensation


    Number of meetings: 8
    Chair: Edward W. Barnholt* (Not standing for re-election)

    • Anthony J. Bates
    • Kathleen C. Mitic
    • Bonnie S. Hammer
    • Thomas J. Tierney
    • Paul S. Pressler
  • 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 and Elevation Partners


Age: 73
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, 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 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 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.

Anthony J. Bates

Managing Partner and the Chief Executive Officer of Social Capital Growth


Age: 50
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: Mr. Bates brings strong leadership expertise to the Board. He currently serves on the Board of VMware, Inc. He is also a board member of GoPro, Inc. and its former President. 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 a Managing Partner and the Chief Executive Officer of Social Capital Growth. He is also a member of the Board 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 and high-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 board 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.

Adriane M. Brown

Former President and Chief Operating Officer for Intellectual Ventures (“IV”)


Age: 59
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards: Allergan Plc (since 2017);
Raytheon Company (since March 2018)
Qualifications:

Director Qualifications

  • Global Business Leadership: For more than 25 years, Ms. Brown lead businesses with global R&D, manufacturing and sales, serving customers worldwide. She was 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. 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 served as President and Chief Operating Officer for IV from January 2010 through July 2017. Before joining IV, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation. Over the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets. 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, the nation’s leading dropout prevention program.

Ms. Brown holds a doctorate of humane letters and a Bachelor’s degree in environmental health from Old Dominion University. She also holds a Master’s degree in management from the Massachusetts Institute of Technology where she was a Sloan Fellow.

Diana Farrell

Founding President and Chief Executive Officer of the JPMorgan Chase Institute


Age: 53
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Director Qualifications

  • Global Economic Experience: Previously global head of the McKinsey Global Institute, McKinsey Center for Government, and as a leading economic advisor to the President of the United States.
  • Finance Experience: Extensive financial experience, having served as the Chief Executive Officer and founding President of the JPMorgan Chase Institute.
  • Leadership: Founding President and Chief Executive Officer of the JPMorgan Chase Institute. Prior, Ms. Farrell served as Global Head of McKinsey Global Institute, McKinsey Center for Government, Deputy Director of the National Economic Council.
  • 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 the Global Head of the McKinsey Center for Government and the McKinsey Global Institute.

Experience

Ms. Farrell is 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, Wesleyan University, and Washington International School. In addition, Ms. Farrell is a Trustee of the Trilateral Commission, and serves 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, Economic Club of New York, and Bretton Woods Committee.

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.

Logan D. Green

Chief Executive Officer and co-founder of Lyft Inc.


Age: 34
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: 67
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 multi-platform branding.
  • Leadership: As Chairman of NBCUniversal Cable Entertainment and Studios, 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 and Studios, a division of NBCUniversal, since 2010. In this capacity, Ms. Hammer has executive oversight of leading cable brands including USA Network, Bravo, SYFY, E! Entertainment, Oxygen and Universal Kids. She also oversees two Hollywood studios: Universal Cable Productions and Wilshire Studios; and the digital business, Craftsy.

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.

Kathleen C. Mitic

Founder and former CEO, Sitch, Inc.


Age: 48
Director since: 2011
Independent: Yes
Board Committees:
Other Public Boards: RH;
Headspace Inc.
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 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 mobile start-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.

Pierre M. Omidyar

Founder, eBay Inc.


Age: 50
Director since: 1996
Independent: Yes
Board Committees:
Other Public Boards:
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 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 is an active philanthropist and is deeply engaged in the philanthropic organizations he founded with his wife through The Omidyar Group 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: 61
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 since 2009.
  • Leadership: Mr. Pressler has extensive leadership experience as Chairman of David’s Bridal, Inc., Chairman of SiteOne Landscape Supply, Inc. and former 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 is currently 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., David’s Bridal Inc., Wilsonart, Inc. and YearUp.

Mr. Pressler received his B.S. from the State University of New York at Oneonta.

* The current Chair of the Compensation Committee, Edward W. Barnholt, has decided to retire and not stand for re-election to the Board at the 2018 Annual Meeting. Paul S. Pressler has been appointed Chair of the Compensation Committee effective as of the date of the 2018 Annual Meeting.

Robert H. Swan

Executive Vice President and Chief Financial Officer, Intel Corporation


Age: 57
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 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 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 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

Chairman and Co-Founder, The Bridgespan Group


Age: 64
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), 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.

Perry M. Traquina

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


Age: 61
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Morgan Stanley (since 2015);
The 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 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 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: 51
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 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 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.

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 30, 2018 08:00 a.m. Pacific Time

Meeting begins in:

00 Days
00 Hours
00 Minutes
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Items of Business:

Item Board Rec.
Election of 13 directors named in this Proxy Statement to our Board to hold office until our 2019 Annual Meeting of Stockholders check-box
Advisory vote to approve named executive officer compensation check-box
Ratification of appointment of independent auditors check-box
Ratification of Special Meeting Provisions check-box

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