Proxy Statement Summary

Featured Image

Proxy Statement Summary

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.

Meeting Information

DateWednesday, May 30, 2018
Time8:00 a.m. Pacific Time
Location2025 Hamilton Avenue, San Jose, CA 95125
Record DateApril 4, 2018

How to Vote

YOUR VOTE IS IMPORTANT. You are eligible to vote if you were a stockholder at the close of business on April 4, 2018 (the “Record Date”). 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:

By InternetBy TelephoneBy Mail
You can vote your shares online at www.proxyvote.com.You can vote your shares by calling
+1 (800) 690-6903.
If you requested to receive printed proxy materials, you can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

Proposals Requiring Your Vote

DescriptionBoard's Voting RecommendationPage Reference (for more detail)
Proposal 1. Election of 13 directors named in this Proxy Statement to our Board to hold office until our 2019 Annual Meeting of StockholdersFOR each Director nominee23
Proposal 2. Advisory vote to approve named executive officer compensationFOR34
Proposal 3. Ratification of appointment of independent auditorsFOR36
Proposal 4. Ratification of Special Meeting ProvisionsFOR40

Corporate Governance

The Board of Directors (the “Board”) of eBay Inc. (“eBay” or the “Company”) 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, each to ensure the Company operates in ways that support the long-term interest of our stockholders and the stakeholders we serve. The following is a list of governance provisions that demonstrate eBay’s commitment to transparency and accountability:

Strong Board independence (11 of 13 directors are independent)Separate Chairman and CEO roles
Declassified Board with all members standing for election annuallyIndependent Chairman with robust responsibilities
Majority vote standard for uncontested director electionsSimple majority vote standard for bylaw/charter amendments and transactions
Stockholder right to call a special meetingClawback policy
Stockholder proxy accessStock ownership requirements for our executive officers and directors
Strong stockholder engagement practicesAnti-hedging and anti-pledging policies

2018 Director Nominees

   Committee Memberships* 
NameDirector sinceIndependentACCCCGCOther Public Company Boards
Fred D. Anderson Jr.2003YES1
Anthony J. Bates
2015YES2
Adriane M. Brown2017YES2
Diana Farrell2017YESNone
Logan D. Green
2016YESNone
Bonnie S. Hammer2015YES1
Kathleen C. Mitic2011YES1
Pierre M. Omidyar1996YESNone
Paul S. Pressler2015YES1
Robert H. Swan
2015NONone
Thomas J. Tierney (Chairman of the Board)2003YESNone
Perry M. Traquina2015YES2
Devin N. Wenig2015NONone
* AC = Audit Committee; CC = Compensation Committee; CGC = Corporate Governance and Nominating Committee; Committee Chair = 
** 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.

Executive Compensation

In 2017, eBay made solid progress executing its strategy of delivering the best choice, most relevance and most powerful selling platform for buyers and sellers. The Company accelerated its product innovation to improve the customer experience for buyers and sellers and delivered strong financial results. At the same time, the leadership team continued to foster a culture wedded to the Company’s purpose of creating a better, more sustainable form of commerce and rooted in the core values of being inventive, bold, courageous, diverse and inclusive. The Compensation Committee and our CEO remained committed to our existing executive compensation program, which is designed to align with our business goals and culture, serves the long-term interests of our stockholders and is highly performance based. We believe that our pay-for-performance driven executive compensation program ensures that our executives’ compensation is tied to delivering results that support the Company’s business strategy and objectives.

Our Compensation Program

The goals of our executive compensation program are to:

  • 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
How We Pay Our Executive Officers

We achieve these objectives primarily by employing the following elements of pay for our executive officers:

  • long-term equity compensation,
  • an annual cash incentive, and
  • base salary.

Our executive officers also participate in our broad-based retirement savings and benefit programs and receive limited perquisites.

For 2017, we chose to continue to use a mix of equity and cash compensation vehicles to compensate our executive officers. Our incentive compensation is dependent on financial targets that the Compensation Committee believes correlate with operating performance over one- and multi-year performance periods and long-term stock performance.

The following chart shows the breakdown of 2017 compensation for our CEO, Devin Wenig, and illustrates the predominance of equity incentives and performance-based components in our executive compensation program.

Our Compensation Practices

We believe our compensation practices align with and support the goals of our executive compensation program and demonstrate our commitment to sound compensation and governance practices.

What We DoWhat We Don't Do
We align executive compensation with the interests of our stockholders
  • Emphasize pay-for-performance alignment

  • Deliver a majority of total compensation opportunity through performance-based compensation: PBRSUs and annual cash incentives

  • Set meaningful stock ownership requirements for executive officers
Tax gross-ups for change in control benefits
We avoid excessive risk-taking
  • Maintain a clawback policy

  • Use multiple performance measures, caps on incentive payments, and overlapping two-year performance periods for PBRSU awards
Automatic “single trigger” acceleration of equity upon a change in control
We adhere to compensation best practices
  • Retain an independent compensation consultant for the Compensation Committee

  • Prohibit hedging and pledging transactions by executive officers and directors

  • Provide only limited perquisites to executive officers that are not available to all employees
Repricing or buyout of underwater stock options without stockholder approval

Title Goes Here