As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Devin Wenig, our CEO. We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
To better understand this disclosure, we think it is important to give context to our operations. eBay is a global commerce leader with operations requiring a wide range of talents and roles. As a global organization, we strive to create a competitive compensation program in the locations we operate. As a result, our compensation program varies by local market in order to allow us to provide a competitive compensation package.
Ratio. For 2017,
- The median of the annual total compensation of all of our employees, other than Mr. Wenig, was $122,891.
- Mr. Wenig’s annual total compensation, as reported in the 2017 Summary Compensation Table,was $17,670,591.
- Based on this information, the ratio of the annual total compensation of Mr. Wenig to the median of the annual total compensation of all employees is estimated to be 144 to 1.
In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the 2017 Summary Compensation Table with respect to each of the NEOs.
Identification of Median Employee. As permitted by SEC rules, to identify our median employee, we elected to use total target direct compensation which we calculated as year-to-date salary, target bonus and target annual equity awards. We chose this compensation measure because we believe it is the most accurate reflection of pay at eBay. For purposes of this disclosure, we converted employee compensation from local currency to U.S. dollars using the exchange rate the Company used for 2018 internal budgeting purposes.
We selected November 6, 2017 as the date on which to determine our median employee. As of that date, we had had approximately 14,000 employees, with approximately 7,350 employees located in the United States and 6,650 employees located outside of the United States. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the company’s total number of employees. We applied this de minimis exemption when identifying the median employee by excluding 672 employees in 22 jurisdictions, as set forth below. After taking into account the de minimis exemption, approximately 13,300 employees (or 95.1% of the population) were considered for identifying the median employee.
Our calculation excluded employees from the following locations: Argentina (6); Australia (157); Belgium (12); Brazil (9); Chile (5); Colombia (3); Czech Republic (37); France (26); Hong Kong (44); India (120); Italy (35); Japan (31); Luxembourg (21); Malaysia (34); Mexico (25); Russian Federation (12); Singapore (42); South Africa (9); Sweden (9); Taiwan (7); Thailand (4); and Vietnam (24).