EBay : 2025 Proxy Statement (HTML)
EBAY
Published on 05/02/2025 at 13:52
TABLE OF CONTENTS
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Sixth year in a row as a member of the Dow Jones Best-in-Class World Index
17th year in a row with a 100% rating in the Corporate Equality Index
Recognized by TIME as one of the World's Most Sustainable Companies
Second year in a row recognized by FORTUNE as one of the Most Innovative Companies
Fifth year ranked in the U.S. Environmental Protection Agency's Green Power Partnership National Top 100
Recognized by Forbes as one of the Best Employers for New Grads
Second year in a row recognized by U.S. News & World Report as one of the Best Companies to Work For
2025 Proxy Statement
eBay's shared values of transparency, responsibility, and business performance have supported our mission to empower people and create economic opportunity for all throughout 2024. As your Board of Directors, we are focused on creating long-term, sustainable value for stockholders. Drawing on your input, we are supporting our leadership team in realizing its vision and strategy for eBay, a marketplace that will continue to connect people and build communities to create economic opportunity for all. You are cordially invited to attend our 2025 Annual Meeting of Stockholders of eBay Inc. (the "Annual Meeting") to be held on June 25, 2025, 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 Stockholders and Proxy Statement.
We are soliciting proxies for the election at our Annual Meeting of 11 individuals to serve as directors of eBay until the 2026 Annual Meeting of Stockholders.
Our Board is guided by the principles that our outside directors should have an average tenure of ten years or less and that the addition of new directors over time to "refresh" our Board is desirable. Of our 10 current non-employee directors, six joined our Board in 2020 or later and two joined in 2024, Bill Nash and Zane Rowe.
This year will be our sixth virtual annual meeting. We believe hosting the meeting virtually improves your ability to attend and participate while saving you the time and expense of travel. In our virtual meeting, participants 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 our Annual Meeting.
Sincerely,
Your Board of Directors
Adriane M. Brown
Aparna Chennapragada
Logan D. Green
E. Carol Hayles
Jamie J. Iannone
Shripriya Mahesh
William D. Nash
Paul S. Pressler
Zane Rowe
Mohak Shroff
Perry M. Traquina
TABLE OF CONTENTS
2025 Proxy Statement 1
Date and Time
Wednesday, June 25, 2025 8:00 a.m. Pacific Time
Web Address
www.virtualshareholdermeeting. com/EBAY2025
Record Date
You are eligible to vote if you were a stockholder at the close of business on April 28, 2025.
Proposal 4
Approval of the Amendment and Restatement of the eBay Equity Incentive Award Plan
FOR
Page 74
Proposal 6 Stockholder proposal, if properly presented
AGAINST
Page 86
Proposal 5 Stockholder proposal, if properly presented AGAINST Page 83
The 2025 Annual Meeting of Stockholders of eBay Inc. ("eBay," "we," "us" or the "Company") will be conducted virtually on the Internet. There will be no in-person meeting.
DESCRIPTION
BOARD'S RECOMMENDATION
FURTHER DETAILS
Proposal 1
Election of 11 directors named in this Proxy Statement to our Board to hold office until our 2026 Annual Meeting of Stockholders
FOR
Each Director Nominee
Page 7
Proposal 2 Ratification of appointment of independent auditors
FOR
Page 34
Proposal 3 Advisory vote to approve named executive officer compensation
Page 39
Stockholders as of the record date will also transact on such other business as may properly come before our 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 30, 2025, we are mailing to many of our stockholders a notice instead of a paper copy of the Proxy Statement and our 2024 Annual Report. In the event of a technical malfunction or other situation that at the discretion of the Chair of our Board may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held, the Chair of our Board or our Secretary will convene the meeting at 4:00 p.m. Pacific Time on the same date and at the location specified above solely for the purpose of holding the adjourned meeting at this later time. Under the foregoing circumstances, we will post information regarding the announcement on our investor relations website at https://investors.ebayinc.com/.
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 Phone Mail
You can vote your shares online at https://www.proxyvote.com.
By Order of the Board of Directors,
You can vote your shares by calling +1 (800) 690-6903.
Date and sign your proxy card
or voting instruction form and return it in the postage-paid envelope.
Samantha Wellington
Secretary
oxy
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 25, 2025: the Pr Statement and the Annual Report are Available at https://investors.ebayinc.com/financial-information/annual-reports/default.aspx.
2 2025 Proxy Statement
1 Notice of Annual Meeting of Stockholders
7 Proposal 1: Election of Directors
8 Director Nominees
14 Corporate Governance
14 Highlights
15 Board Composition and Independence
17 Board Leadership Structure and Effectiveness
22 Board Oversight
Stockholder Engagement
Governance Policies and Practices
31 Compensation of Directors
34 Proposal 2: Ratification of Appointment of Independent Auditors
34 Audit Matters
35 Audit and Other Professional Fees
35 Audit Committee Pre-Approval Policy
Auditor Independence
Audit Committee Report
Our Executive Officers
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
Executive Compensation
40 Compensation Discussion and Analysis
59 Compensation and Human Capital Committee Report
60 Executive Compensation Tables
69 CEO Pay Ratio
69 Pay Versus Performance
74 Proposal 4: Approval of the Amendment and Restatement of our Equity Incentive Plan
Proposal 5: Stockholder Proposal
Board Statement in Opposition
Proposal 6: Stockholder Proposal
Board Statement in Opposition
89 Equity Compensation Plan Information
89 Security Ownership of Certain Beneficial Owners and Management
91 Questions and Answers about the Proxy Materials and our 2025 Annual Meeting
97 Other Matters
98 Appendix A-Amendment and Restatement of our Equity Incentive Plan
Forward-Looking Statements. This Proxy Statement contains forward-looking statements. All statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, targets, commitments and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements appear throughout this Proxy Statement. These forward-looking statements generally are identified by the words "aim," "anticipate," "believe," "commit," "continue," "could," "drive," "expect," "estimate," "goal," "grow," "intend," "forecast," "future," "goal," "likely," "maintain," "may," "objective," "ongoing," "opportunity," "plan," "possible," "potential," "project," "seek," "shall," "should," "strategy," "target," "will," "would," and similar expressions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Incorporation by Reference. Neither the Compensation and Human Capital Committee Report nor the Audit Committee Report shall be deemed filed with the SEC or incorporated by reference into any prior or future filings made by our Company under the Securities Act or the Exchange Act.
References in this Proxy Statement to our Company website and additional Company reports or information contained on our website are for information purposes only or to satisfy requirements of The Nasdaq Stock Market LLC ("Nasdaq") and the SEC and are intended to provide inactive, textual references only. The information on our Company website, including the information contained in those reports, is not part of this Proxy Statement and is not incorporated by reference into this Proxy Statement.
2025 Proxy Statement 3
Proxy 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.
Date & Time Web Address Record Date
Wednesday, June 25, 2025 8:00 a.m. Pacific Time
www.virtualshareholdermeeting. com/EBAY2025
You are eligible to vote if you were a stockholder at the close of business on April 28, 2025.
Proposal 1: Election of 11 directors named in this Proxy Statement to our Board to hold office until our 2026 Annual Meeting of Stockholders
The Board believes that each of the director nominees has the experience, qualifications and skills necessary to contribute to an effective and well-functioning Board.
FOR
Each Director Nominee
Page 7
DESCRIPTION
BOARD'S RECOMMENDATION FURTHER DETAILS
Proposal 2: Ratification of appointment of independent auditors
The Audit Committee has appointed PricewaterhouseCoopers LLP ("PwC") to serve as eBay's independent registered public accounting firm for the 2025 fiscal year, and this appointment is being submitted to our stockholders for ratification. The Audit Committee and the Board believe that the continued retention of PwC to serve as eBay's independent auditor is in the best interests of the Company and our stockholders.
Proposal 3: Advisory vote to approve named executive officer compensation
eBay seeks a non-binding advisory vote to approve the compensation of the named executive officers ("NEOs") as disclosed in this Proxy Statement. The Board and the Compensation and Human Capital Committee ("CHCC") value the opinions of our stockholders and will take into account the outcome of this vote in considering future compensation arrangements.
Proposal 4: Approval of the Amendment and Restatement of the eBay Equity Incentive Award Plan
The Board and the CHCC believe that the amendment and restatement of the Equity Incentive Award Plan to increase the available shares of eBay common stock thereunder, among other changes, is critical to our ability to execute on our long-term strategy and is in the best interests of the Company and our stockholders.
Proposal 5: Stockholder proposal, if properly presented
The Board believes that the actions requested by the proponent are unnecessary and not in the best interests of our stockholders.
Proposal 6: Stockholder proposal, if properly presented
The Board believes that the actions requested by the proponent are unnecessary and not in the best interests of our stockholders.
FOR Page 34
FOR Page 39
FOR Page 74
AGAINST Page 83
AGAINST Page 86
NEW Formed a new Technology Committee that assists the Board in its oversight of the Company's technology and risks related to the Company's cybersecurity, data management and site availability.
NEW Added a current sitting public company CEO to the Board.
4 2025 Proxy Statement
eBay and our Board are committed to good governance practices as well as transparency and accountability. eBay's governance practices include the following features:
Annually elected Board with all members standing for election each year
Majority vote standard for uncontested director elections with a director resignation policy for director nominees who do not receive a majority vote
Proxy access bylaws
DIRECTOR
COMMITTEES
OTHER PUBLIC
NOMINEE
AFFILIATION
AGE
SINCE
AC
CHCC
CGNC
RC
TC
COMPANY BOARDS
Adriane M. Brown • Axon Enterprise, Inc. (since 2020)
Managing Partner, Flying
IND
66
2017 • American Airlines Group, Inc. (since
2021)
Fish Ventures
KKR & Co. Inc. (since 2021)
Aparna Chennapragada
Corporate VP, Generative AI,
IND
48
2022
None
Microsoft Corporation
Logan D. Green
Venture Partner,
IND
41
2016
Lyft, Inc. (since 2019)
Autotech Ventures
E. Carol Hayles
Jamie Iannone
President and Chief Executive Officer, eBay Inc.
eBay 52 2020
None
Former Chief Financial Officer, CIT Group, Inc.
IND 64 2020
Webster Financial Corporation (since 2018)
Shripriya Mahesh
William D. Nash
President and Chief Executive Officer, CarMax, Inc.
IND
56 2024
CarMax, Inc. (since 2016)
General Partner, Spero Ventures
IND 51 2023
Sundaram Brake Linings Ltd (since 2020)
Paul S. Pressler
Zane Rowe
Chief Financial Officer, Workday, Inc.
IND
54 2024
None
Chair of the eBay Board; Operating Advisor, Clayton, Dubilier & Rice
IND 68 2015
None
Mohak Shroff
Perry M. Traquina
Former Chairman and CEO, Wellington
Management Company
IND
69 2015
Morgan Stanley (since 2015)
The Allstate Corporation (since 2016)
Head of Engineering, LinkedIn
IND 46 2020
None
AC Audit Committee CHCC Compensation and
Human Capital Committee
CGNC Corporate Governance and Nominating Committee
RC Risk Committee TC Technology
Committee
2025 Proxy Statement 5
The matrix below highlights some of the key experience, skills and attributes that we seek in our director nominees in light of the Company's business and strategy. This matrix does not encompass all experiences, qualifications, skills or attributes of our director nominees. For more information on the qualifications that each director nominee brings to our Board, see "Proposal 1: Election of Directors-Director Nominees" below. For more information on the experience, skills and attributes listed in the matrix, see "Corporate Governance-Board Composition and Independence-Director Selection Principles" below.
PRESSLER TRAQUINA GREEN BROWN IANNONE HAYLES SHROFF CHENNAPRAGADA MAHESH ROWE NASH
Key Experience and Skills
Technology
E-Commerce/ Retail
Strategy
Investment/ Finance
Leadership
Entrepreneurship
Transactions/ M&A
Product, Marketing and Media
Management
6+ Years
0-2 Years
Cybersecurity
3-5 Years
6 2025 Proxy Statement
The objectives 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
Enable us to attract, reward and retain executive officers and other key employees who contribute to our
long-term success
The following is a selection of notable highlights of our executive compensation program.
How We Pay Our CEO
This graphic illustrates the predominance of equity incentives and performance-based components in Mr. Iannone's 2024 target pay mix. Mr. Iannone's compensation is highly weighted to Company performance. Over 95% of his 2024 target pay mix is
based on Company performance goals or is otherwise subject to Company stock price performance.
Compensation Practices
We align executive compensation with the interests of our stockholders by emphasizing pay-for-performance and weighting equity more heavily than cash in our total compensation mix, maintaining meaningful stock ownership requirements, and providing a majority of total compensation in the form of performance-based compensation. Our target pay mix significantly favors equity, including for Mr. Iannone, whose 2024 target pay mix consists of 86% equity and 14% salary and annual cash incentive.
We promote a balance of short-term and long-term motivations through the design and administration of our compensation programs, including by having multiple performance measures, caps on incentive payments, overlapping long-term performance periods for performance-based restricted stock unit ("PBRSU") awards and clawback policies that exceed Nasdaq and SEC requirements. We adhere to compensation best practices, with compensation benchmarked at or around the 50th percentile of our peer group, the engagement of an independent compensation consultant and limited perquisites for executive officers that are not available to all employees.
WHAT WE DO WHAT WE DON'T DO
Align executive compensation with the interests of our stockholders
Pay-for-performance emphasized
Majority of total compensation comprises performance-based compensation
Equity/cash compensation mix significantly favors equity
Stock ownership guidelines
Multiple performance measures, caps on incentive payments, and overlapping long-term performance periods for PBRSU awards
Clawback policies that exceed Nasdaq and SEC requirements
Target compensation at or around the 50th percentile of peer group
Independent compensation committee and compensation consultant
Limited perquisites for executive officers that are not available to all employees
No tax gross-ups for change in control benefits
No automatic "single trigger" acceleration of equity awards upon a change in control
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2025 Proxy Statement 7
We are seeking the election of 11 directors to our Board. Each of the nominees is currently a member of the Board, and each of the nominees has been elected previously by stockholders, except for Bill Nash, who joined the Board on September 18, 2024. Mr. Nash further enhances the Board's composition with his significant experience in retail, ecommerce, and technology development. His experience as the CEO of CarMax deepens the knowledge and experience of our Board and will aid its focus on eBay's sustainable long-term growth.
Each of the nominees has consented to serving and being named as a nominee in this Proxy Statement and to serving as a director if elected. 10 of the 11 nominees are currently independent directors under the listing standards of Nasdaq and our Governance Guidelines of the Board (the "Governance Guidelines"). If elected at the Annual Meeting, each of the nominees will serve a one-year term until our 2026 Annual Meeting of Stockholders and will hold office until their successor is elected and qualified, or until their earlier death, resignation, retirement, or removal.
Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director-i.e., the number of shares voted "FOR" a director nominee must exceed the number of votes cast "AGAINST" that nominee. The Company has a resignation policy and bylaw provision that would apply to any nominee who does not receive the vote required for election. For more details, please see "Corporate Governance-Governance Policies and Practices-Majority Vote Standard for Election of Directors and-Director Resignation Provisions for Uncontested Elections."
Our Corporate Governance and Nominating Committee ("CGNC") reviews potential director nominees from several sources, such as management and stockholder recommendations, and is authorized to retain consultants or search firms to identify potential director candidates. In 2024, our CGNC engaged a third-party search firm, Spencer Stuart, to assist in identifying and evaluating potential director candidates. Our CGNC and Board have evaluated each of the director nominees recommended by our Board against the factors and principles eBay uses to select director nominees. Based on this evaluation, our CGNC and Board have concluded that it is in the best interests of eBay and its stockholders for each of the proposed nominees to serve as a director of eBay. The Board believes that each of these nominees possesses the key experience and skills that the Board desires for eBay, has a strong track record of being responsible stewards of stockholders' interests and brings extraordinarily valuable insight, perspective, and expertise to the Board. Additional reasons that the Board recommends supporting the election of the director nominees include:
All of the nominees have high-level managerial experience in complex organizations.
Each nominee has highly relevant professional experience as managers and leaders and across a variety of innovative fields relevant to eBay, such as the technology, ecommerce, finance, products and media fields.
The Board believes each nominee is an individual of high character and integrity and is able to contribute to strong board dynamics.
Each nominee has experience and expertise that complements the skill sets of the other nominees.
Each nominee is highly engaged and able to commit the time and resources needed to provide active oversight of eBay and its management. During 2024 our Board held five meetings, and each then-serving Board member attended at least 75% of the aggregate number of meetings of the Board and the committees on which that member served.
All of our nominees serve on two or fewer other public company boards except for one nominee who serves on three. None of our nominees who is currently an executive officer of a publicly-traded company serves on any other public company boards beyond eBay and the publicly-traded company where they serve as an executive officer.
In addition to these attributes, in each nominee's biography set forth below, we have highlighted specific experience, qualifications, and skills that led the Board to conclude that each individual should serve as a director of eBay. For additional information regarding the CGNC's approach to Board refreshment and nominations, please see "Corporate Governance-Board Composition and Independence-Ongoing Assessment of Composition-Nominating Process."
The Board recommends a vote FOR each of the director nominees.
8 2025 Proxy Statement
Experience
Ms. Brown has been a Managing Partner of Flying Fish Partners, a venture capital firm that specializes in artificial intelligence and machine learning startups, since early 2021, after joining the firm as a Venture Partner in November 2018. Prior to that, Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures ("IV"), an invention and investment company that commercializes inventions, from January 2010 through July 2017, and served as a Senior Advisor until December 2018. Before joining IV, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation Systems. Over the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets globally. Prior to Honeywell, Ms. Brown spent 19 years at Corning, Inc., ultimately serving as Vice
Adriane M. Brown
Age: 66
Director Since: 2017
eBay Board Committees:
Compensation & Human Capital Committee, Chair
Corporate Governance & Nominating Committee
Other Public Company Boards:
Axon Enterprise, Inc. (since 2020)
American Airlines Group, Inc.
(since 2021)
KKR & Co. Inc. (since 2021)
President and General Manager, Environmental Products Division, having started her career there as a shift supervisor.
Ms. Brown serves on the boards of directors of American Airlines Group, Inc., Axon Enterprise, Inc., KKR & Co. Inc., and the non-profit International Women's Forum. Ms. Brown previously served on the boards of directors of Allergan Plc, and Raytheon Company until 2020 and Harman International Industries from 2013 to 2017.
Ms. Brown holds a Doctorate of Humane Letters and a bachelor's degree in environmental health from Old Dominion University and is a recipient of its Distinguished Alumni Award. She also holds a master's degree in management from the Massachusetts Institute of Technology, where she was a Sloan Fellow.
Director Qualifications
Leadership; Strategy; and Climate/ESG Experience: Leadership of global technology and commercial businesses at Honeywell and Corning. Experience driving business strategy, growth and development, innovation and R&D, manufacturing and sales, and customer service. Led the expansion of automotive and emissions control products and technologies, enabling customers to meet regulated emissions standards globally.
Investment/Finance; Management; Transactions/M&A; and Technology Industry Experience: President and Chief Operating Officer for IV from January 2010 to July 2017. During her tenure at IV, the company delivered more than $3 billion in revenue, invented technology enabling 14 companies and joint ventures, acquired 50 customers and established Global Good and Research, a global health invention and innovation project.
Aparna Chennapragada
Age: 48
Director Since: 2022
eBay Board Committees:
Technology Committee
Other Public Company Boards:
None
Experience
Ms. Chennapragada is Corporate Vice President of Generative AI at Microsoft Corporation, a multinational technology company. She has served in this role since October 2023, leading Microsoft's AI-first creation experiences across Microsoft 365 and Microsoft Designer. She previously served as the Chief Product Officer at Robinhood, a financial services company that facilitates commission-free trades via a mobile application, from April 2021 to August 2022. Prior to that, Ms. Chennapragada was a Vice President and General Manager at Google, a multinational technology company, from July 2008 to April 2021. During her tenure with Google, she created and led products that applied artificial intelligence to reinvent Google Search for billions of users.
Ms. Chennapragada previously served as a board member at Capital One from March 2018 to April 2021. She received her M.S. in Management & English at the Massachusetts Institute of Technology, her M.S. in Computer Science from the University of Texas-Austin and her Bachelor of Technology in Computer Science from the Indian Institute of Technology.
Director Qualifications
Technology and E-Commerce/Retail Industries; Strategy; Leadership; Entrepreneurship; Product, Marketing and Media; Management; and Cybersecurity Experience: Technology expertise from executive roles with Google, Robinhood and Microsoft, including focus on artificial intelligence initiatives at Microsoft.
2025 Proxy Statement 9
Logan D. Green
Age: 41
Director Since: 2016
eBay Board Committees:
Compensation & Human Capital Committee
Other Public Company Boards:
Lyft, Inc. (since 2019)
Experience
Mr. Green has been a Venture Partner at Autotech Ventures, a transportation-focused venture capital firm since July 2024. He has also served as Chair of the Board of Directors of Lyft, Inc., a rideshare company co-founded by Green, since April 2023, where he previously served as the Chief Executive Officer from 2012 until April 2023. Previously, Mr. Green co-founded Zimride (acquired by Enterprise Rent-A-Car) in 2007. Mr. Green received his B.A. in Business Economics from the University of California, Santa Barbara.
Director Qualifications
Technology and E-Commerce/Retail Industries; Leadership; Transactions/M&A; Product, Marketing and Media; Management; Strategy; and Entrepreneurship Experience: Chair of the Board, Co-Founder and former CEO of Lyft, a publicly traded, peer-to-peer marketplace between drivers and riders that connects people through a platform leveraging innovative technology.
E. Carol Hayles
Age: 64
Director Since: 2020
eBay Board Committees:
Audit Committee, Chair
Corporate Governance & Nominating Committee
Other Public Company Boards:
Webster Financial Corporation (since 2018)
Experience
Ms. Hayles was Executive Vice President and Chief Financial Officer of CIT Group Inc., a financial services company, from November 2015 to May 2017, during which time she was responsible for overseeing all financial operations, including accounting, tax, treasury, financial planning and investor relations. She served as Controller and Principal Accounting Officer of CIT Group Inc. from July 2010 to November 2015, where she was responsible for managing the financial accounting and reporting functions, including SEC and regulatory reporting.
Prior to CIT, Ms. Hayles spent 24 years in various finance roles at Citigroup, Inc., most recently as Deputy Controller. She began her career at PricewaterhouseCoopers LLP in Toronto, Canada and was a Canadian Chartered Accountant from 1985 to 2009.
In addition to eBay, Ms. Hayles currently serves on the board of directors of Webster Financial Corporation (since 2018), where she has served as Chair of the Audit Committee and member of the Risk Committee. She previously served on the board of directors of Avantax, Inc., where she served as a member of the Audit Committee.
Ms. Hayles received her BBA from York University in Toronto.
Director Qualifications
Investment/Finance; Management; Strategy; Transactions/M&A; and Leadership Experience: Operating and financial expertise from experience as Chief Financial Officer of CIT Group and an executive with Citigroup.
10 2025 Proxy Statement
Jamie Iannone
Age: 52
Director Since: 2020
eBay Board Committees: None
Other Public Company Boards:
None
Experience
Mr. Iannone has been President and Chief Executive Officer of eBay since April 2020.
Earlier in 2020, Mr. Iannone served as Chief Operating Officer of Walmart eCommerce, where he also was responsible for Store No. 8, Walmart Inc.'s incubation hub. Mr. Iannone began working at Walmart Inc. in 2014 and held leadership roles, including CEO of SamsClub.com and Executive Vice President of membership and technology of Sam's Club. In those roles, Mr. Iannone grew the SamsClub.com business and Sam's Club's membership base.
Before Walmart Inc., Mr. Iannone was Executive Vice President of Digital Products at Barnes & Noble, Inc., where he was responsible for all NOOK devices, software, accessories and retail integration and experiences; books and digital content; and third-party partnerships.
Mr. Iannone held various roles at eBay from 2001 to 2009, including leading Product Marketing, Search, and Buyer Experience.
He previously worked at Epinions.com and Booz Allen Hamilton. Mr. Iannone also served on the Board of Directors of The Children's Place.
He earned a Bachelor of Science in operations research, engineering and management systems from Princeton University and a Master of Business Administration from the Stanford Graduate School of Business.
Director Qualifications
Technology Industry; Management; Transactions/M&A; Strategy; and Leadership Experience: Executive with three large, innovative global technology companies: eBay, Walmart, and Barnes and Noble. Board experience at The Children's Place.
E-Commerce/Retail Industries Experience: Leader of an array of online and offline retail businesses, including eBay, SamsClub.com, Sam's Club, Barnes and Noble, The Children's Place, and Epinions.com.
Product, Marketing and Media Experience: Delivered innovative product experiences in executive roles at eBay, SamsClub.com and Sam's Club, and Barnes and Noble. Led media partnerships, books, digital content, and NOOK software at Barnes and Noble.
Shripriya Mahesh
Age: 51
Director Since: 2023
eBay Board Committees:
Technology Committee, Chair
Other Public Company Boards:
Sundaram Brake Linings Ltd (since 2020)
Experience
Ms. Mahesh co-founded Spero Ventures, a venture capital firm, and has served as General Partner since January 2018. Prior to that, Ms. Mahesh served as Partner at Omidyar Network, investing in emerging technology companies. Earlier in her career, Ms. Mahesh served in various roles at eBay, including VP and Head of Global Product Management and Strategy, VP, US Product Marketing and Platform, and VP, Corporate Strategy.
She currently serves on the boards of directors of Turo Inc. and Sundaram Brake Linings Ltd. She is also a trustee of The Sundance Institute.
Ms. Mahesh holds a B.A. in Economics from Stella Maris College, an MFA in Film from New York University Tisch School of the Arts, and an MBA from Harvard Business School.
Director Qualifications
Entrepreneurship and Investment/Finance Experience: Co-Founder and General Partner of venture capital firm, Spero Ventures since 2018, as well previous emerging technology experience as an investor with Omidyar Network.
Technology Industry; Management; Strategy; E-Commerce/Retail Industries; and Product, Marketing and Media Experience: Wide range of relevant experience from executive roles with eBay in product and strategy.
2025 Proxy Statement 11
William D. Nash
Age: 56
Director Since: 2024
eBay Board Committees:
Compensation & Human Capital Committee
Other Public Company Boards:
CarMax, Inc. (since 2016)
Experience
Mr. Nash has served as the President and Chief Executive Officer of CarMax, Inc., a used car retail company, since 2016. At CarMax, he oversees all aspects of the business, including strategy, finance, operations, technology, marketing and human resources, and he has led the company through a technological and digital transformation to become an omnichannel retailer. He first joined CarMax in 1997 and previously held various roles there, including Executive Vice President of human resources and administrative services from 2012 until 2016. Mr. Nash has also served as a member of the board of directors of CarMax since 2016.
He holds a BBA from James Madison University.
Director Qualifications
Technology and E-Commerce/Retail Industries; Strategy; Investment/Finance; Transactions/M&A; Leadership; Product, Marketing and Media; Management; and Cybersecurity Experience: Extensive executive leadership experience across multiple positions within CarMax.
Paul S. Pressler
Independent Chair of the Board
Age: 68
Director Since: 2015
eBay Board Committees:
Corporate Governance and Nominating Committee, Chair
Risk Committee
Other Public Company Boards:
None
Experience
Mr. Pressler has been an Operating Advisor of Clayton, Dubilier & Rice, LLC, a private equity investment firm, since 2020. He was previously a partner of Clayton, Dubilier & Rice from 2009 to 2020. Previously,
Mr. Pressler was Chairman of David's Bridal, Inc. from 2012 to 2018, AssuraMed Holding, Inc. from 2010 to 2013, SiteOne Landscape Supply, Inc. from to 2013 to 2017 and Wilsonart International Holdings, LLC from 2012 to March 2024.
Mr. Pressler served as President and Chief Executive Officer of The 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 Revlon Group Holdings LLC. Mr. Pressler received his B.S. from the State University of New York at Oneonta.
Director Qualifications
Investment/Finance and Transactions/M&A Experience: Operating Advisor and former partner at private equity firm Clayton, Dubilier & Rice since 2009.
Leadership; Management; Product, Marketing and Media; E-Commerce/Retail Industries; and Strategy Experience: Wide-ranging experience managing retail and consumer brands including as Chairman of David's Bridal, Chairman of SiteOne Landscape Supply, Chairman of AssuraMed, President and Chief Executive Officer of The Gap, and 15 years in senior leadership at The Walt Disney Company, including President of The Disney Stores.
12 2025 Proxy Statement
Zane Rowe
Age: 54
Director Since: 2024
eBay Board Committees:
Audit Committee
Risk Committee
Other Public Company Boards:
None
Experience
Mr. Rowe has served as the Chief Financial Officer of Workday, Inc., an international enterprise software company, since June 2023. At Workday, he is responsible for accounting, business finance, investor relations, tax and treasury, in addition to advising on business strategy and product development. He is also responsible for Global Real Estate, Workplace and Safety at Workday. He previously served as the Executive Vice President and Chief Financial Officer of VMware, Inc., a global technology company, from March 2016 to
June 2023 and as its interim Chief Executive Officer from February 2021 to May 2021. At VMware, he oversaw the company's finance and accounting functions and corporate development, as well as the Business Operations function, which included the information technology and information security organizations. Before joining VMware, Mr. Rowe served as Executive Vice President and Chief Financial Officer of EMC Corporation from October 2014 through February 2016. Prior to joining EMC, he was Vice President of North American Sales at Apple Inc. from May 2012 to May 2014. Mr. Rowe was Executive Vice President and Chief Financial Officer of United Continental Holdings, Inc. from October 2010 to April 2012 and was Executive Vice President and Chief Financial Officer of Continental Airlines from August 2008 to September 2010.
Mr. Rowe previously served on the boards of directors of Sabre Corporation from May 2016 to February 2024, and Pivotal Software, Inc. from September 2016 to December 2019. He currently serves on the Board of Trustees of Embry-Riddle Aeronautical University and is also a founding member of the U.S. Chapter of Accounting for Sustainability (A4S), a charitable organization that focuses on finance leaders helping drive resilient business models and a sustainable economy.
Mr. Rowe holds a B.S. from Embry-Riddle Aeronautical University and an MBA from San Diego State University.
Director Qualifications
Technology Industry; Strategy; Leadership; Investment/Finance; Transactions/M&A; and Management: Extensive experience in corporate finance, investor relations and strategy as an executive, technology leader and Chief Financial Officer with Workday and VMware.
E-Commerce/Retail Industries; Product, Marketing and Media; and Climate/ESG Experience:
Retail and product experience from previous executive sales role with Apple. Experience in climate/ESG as an executive at Workday and as a member of A4S.
Mohak Shroff
Age: 46
Director Since: 2020
eBay Board Committees:
Technology Committee
Other Public Company Boards:
None
Experience
Mr. Shroff is the Senior Vice President of Engineering at LinkedIn, a multinational professional networking company. In this role, Mr. Shroff leads LinkedIn's global Engineering teams, responsible for building, scaling, and protecting LinkedIn's platform. Since joining LinkedIn in 2008, he has held a range of technology leadership positions and has played a critical role in LinkedIn's business growth, technology innovation, and scale. Under his leadership, the engineering team re-built LinkedIn's platform, transitioned the application to mobile, and spearheaded collaboration across the company for the development of LinkedIn's one product ecosystem across its products and services.
Mr. Shroff holds a B.S. in computer science from University of Texas at Austin.
Director Qualifications
Technology Industry; Product, Marketing and Media; Management; Strategy; Entrepreneurship; Leadership; and Cybersecurity Experience: Technology leadership and expertise as well as cybersecurity experience as an executive at LinkedIn, including platform engineering, building an advertising platform and scaling a payment system.
2025 Proxy Statement 13
Perry M. Traquina
Age: 69
Director Since: 2015
eBay Board Committees:
Risk Committee, Chair
Audit Committee
Other Public Company Boards:
Morgan Stanley (since 2015)
The Allstate Corporation (since 2016)
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.
Director Qualifications
Investment/Finance and Strategy Experience: Understanding of the investment community and financial and strategic expertise from more than 34 years of leadership at Wellington Management Company LLP.
Leadership; Management; and Climate/ESG Experience: Former Chairman, CEO, and Managing Partner of Wellington Management Company LLP, and current service on boards of directors of Morgan Stanley and The Allstate Corporation.
14 2025 Proxy Statement
eBay is committed to transparency and accountability, as demonstrated by the following governance features:
Our Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders, including governance provisions that protect and empower stockholders.
2025 Proxy Statement 15
The Board has developed a set of guiding principles relating to Board membership, which are set forth in our Governance Guidelines. The Board believes that in light of the rapidly changing environment in which the Company operates, the Board must be comprised of members with highly relevant professional experience. In addition, although the Board does not have term limits, the Board believes that a certain amount of director turnover is to be expected and is desirable.
Commitment to Board Refreshment
The Board is guided by the principles that our outside directors should have an average tenure of ten years or less and that the addition of new directors over time to "refresh" our Board is desirable. Our Board has shown an ongoing commitment to Board refreshment and to having highly qualified, independent perspectives in the boardroom. Of our 10 current non-employee directors, six joined the Board in 2020 or later. In February 2024 and September 2024, we recruited two additional independent directors, Zane Rowe and Bill Nash, respectively. Mr. Rowe brings extensive experience in business strategy, corporate finance and technology development, having worked with some of today's leading global technology organizations. His expertise helps eBay further its strategy and aid in its focus on delivering long-term stockholder value.
Mr. Nash further strengthens the Board with his significant experience in retail, ecommerce, and technology development. His experience as the CEO of CarMax deepens the knowledge and experience of our Board and will contribute to eBay's focus on sustainable long-term growth.
Our Board members have an average tenure of 5.4 years, which shows a balance between the institutional knowledge of our longer-tenured directors and the fresh perspectives brought by our newer directors. While the Board does not have formal term limits for its directors, it generally seeks to maintain an average tenure of ten years or less for its non-employee directors. Our Board believes that, in addition to strategic succession planning, refreshment enhances the breadth of skills and experience of the Board and helps align Board skills and experience with our long-term strategy.
Nominating Process
The CGNC considers nominee recommendations from a variety of sources, including nominees recommended by stockholders. The CGNC has from time to time retained an executive search firm to help facilitate the screening and interview process of director nominees. The CGNC expects that qualified candidates will have high-level managerial experience in complex organizations or with overseeing or addressing complex problems and will be able to represent the interests of the stockholders as a whole rather than special interest groups or constituencies.
Director Selection Principles
The CGNC considers a number of factors in determining director nominees that it recommends to the Board, both in connection with the Company's annual meeting of stockholders and to fill Board vacancies. The CGNC reviews each candidate relative to the following principles, as set forth in our Governance Guidelines.
16 2025 Proxy Statement
The Board then determines whether to appoint recommended director nominees, in the case of Board vacancies, and whether to present recommended director nominees to the Company's stockholders for election, in the case of the Company's annual meeting of stockholders.
Breadth of Skills and Experience
In planning for succession, the CGNC considers the overall mix of skills and experience of the Board and the types of skills and experience desirable for future Board members, in light of the Company's business and long-term strategy. Experiences, qualifications, skills and attributes prioritized by the CGNC include the following:
Technology industry experience
Entrepreneurship
Retail and e-commerce industry experience
Transactional experience, including mergers and acquisitions
Strategy experience in either established or growth markets
Management experience, including talent and culture development
Investment and finance experience, including expertise gained as a chief financial officer or other sophisticated experience
Product, marketing and media experience
Leadership experience, including public company governane Cybersecurity experience, including technical expertise or other
relevant experience
Board Background
In addition to skills and experience, our CGNC considers a broad range of competencies, viewpoints, experience and characteristics in evaluating potential Board members, including age, national origin, gender and race. When searching for new directors, as set forth in our Governance Guidelines, the CGNC takes a holistic approach to evaluating potential Board members and actively seeks out candidates with a range of perspectives and backgrounds to include in the pool from which Board nominees are chosen. Our current Board composition includes four women and four directors who self-identify as members of racial or ethnic minority groups. The average age of our Board members is 55.9 years.
Stockholders wishing to submit recommendations or director nominations pursuant to the advance notice procedures set forth in our bylaws for our 2026 Annual Meeting of Stockholders should submit their recommendations or nominations to the CGNC in care of our Corporate Secretary. Such nominations should be in accordance with the time limitations, procedures, and requirements described under "Questions and Answers About the Proxy Materials and Our 2025 Annual Meeting-May I propose actions for consideration at next year's Annual Meeting or nominate individuals to serve as directors?" below.
Our "Proxy Access" bylaw provision permits an eligible stockholder or group of up to 20 stockholders to nominate candidates for election to our Board. Proxy access candidates will be included in our proxy statement and ballot. The proxy access bylaw provision provides holders of at least 3% of eBay common stock, which can consist of up to 20 stockholders, holding such stock continuously for at least three years, with the right to nominate two individuals or 20% of the Board, whichever is greater, for election at an annual meeting of stockholders. Our bylaws provide details regarding the timeframes and procedures that must be followed and other requirements that must be met to nominate directors through this process.
2025 Proxy Statement 17
The rules of Nasdaq require listed companies to have a board of directors with at least a majority of independent directors. In addition, in accordance with the rules of Nasdaq, the Board limits membership on all of its committees, including the Audit Committee, the CHCC, and the CGNC, to independent directors.
Our Board has determined that 10 of our 11 director nominees are independent under the listing standards of Nasdaq and under eBay's Governance Guidelines. Jamie Iannone, who joined the Board on and has served as our President and Chief Executive Officer since April 27, 2020, is not an independent director.
In making this determination, our Board considered the current and prior relationships that each director has with eBay and other facts and circumstances the Board deemed relevant in determining their independence, including the information each of our directors is required to provide each year regarding those relationships, as well as relevant family relationships, that may impact independence. There are no family relationships among any of the director nominees, directors or any of our executive officers. Our Governance Guidelines require any director who has previously been determined to be independent to inform the Chair of the Board and our Corporate Secretary of any change in circumstance that may cause their status as an independent director to change. Each member of our Board is required to provide information to supplement the Company's own due diligence to assist the Board in determining whether the director is independent under the listing standards of Nasdaq and our Governance Guidelines, and whether members of our Audit Committee and our CHCC satisfy additional SEC and Nasdaq independence requirements.
Our Board has adopted guidelines setting forth certain categories of transactions, relationships, and arrangements that it has deemed immaterial for purposes of making its determination regarding a director's independence, and does not consider any such transactions, relationships, and arrangements in making its subjective determination.
In accordance with our bylaws and our Governance Guidelines, our Board appoints our CEO, and our non-employee directors elect our Chair of the Board. The Chair of the Board is elected annually. Reflecting the Board's longstanding policy, our Governance Guidelines require that the roles of Chair of the Board and CEO be held by separate individuals. Key considerations for this policy are the Board's belief that the separation of the offices of the Chair of the Board and CEO has been appropriate to aid in the Board's oversight of management, while also allowing our CEO to focus primarily on management responsibilities. Under our bylaws, the Chair of the Board presides over all meetings of the Board, and, where a chair of the meeting is not designated by the Board, meetings of stockholders, and has the power to request eBay to call special meetings of the Board and stockholders. As the elected leader of our Board, the Chair of the Board is influential in setting Board meeting agendas, long-term planning of Board discussions, director succession plans and the allocation of risk oversight among the Board and its standing committees. In most instances, our Chair is the independent director who engages with stockholders, when such direct engagement is deemed appropriate. Mr. Pressler has served as our Chair of the Board since June 2020.
Any change from the current structure of having a Chair separate from the CEO would be at the discretion of the Board, though the Board may seek input from stockholders if a change is contemplated in the future. Any such change would be disclosed publicly, including on our investor relations website and in our annual proxy statement. In the event that the Board determines it to be more effective to have a single individual act as both Chair and CEO, our Governance Guidelines require the appointment of a lead independent director, with the responsibilities set forth in our Governance Guidelines.
Our Board has five principal committees: the Audit Committee, the CHCC, the CGNC, the Risk Committee and the Technology Committee.
The purpose of our Board committees is to help the Board effectively and efficiently fulfill its responsibilities without eliminating the oversight responsibilities of our Board as a whole. Each committee meets regularly and has a written charter that has been approved by the Board. In addition, a member of each committee periodically reports to the Board on any significant matters discussed by the committee. The Board and each of its committees may retain outside advisors of its choosing at the Company's expense. Neither the Board nor any committee is required to obtain management's consent to retain outside advisors.
18 2025 Proxy Statement
All members of our Audit Committee are independent in accordance with the audit committee independence requirements of the listing rules of Nasdaq and the applicable rules and regulations of the SEC. Our Board has determined that each of Ms. Hayles, Mr. Rowe and
Mr. Traquina is an "audit committee financial expert" as defined by SEC rules.
COMMITTEE MEMBERS
NASDAQ INDEPENDENCE
AUDIT COMMITTEE FINANCIAL EXPERT
MEETINGS IN 2024
E. Carol Hayles (Chair)
8
Zane Rowe
Perry M. Traquina
Key Responsibilities
Meets with our independent auditors to review the results of our annual audit and quarterly review process and discuss our financial statements
Oversees the independence of our independent auditors, evaluates, together with the Board, the independent auditors' performance, and reviews and approves the fees of the independent auditors
Receives and considers the independent auditors' comments regarding our audit and financial controls, as well as the adequacy of our staff, and management performance and procedures in connection with audit and financial controls
Considers conflicts of interest and reviews all transactions with related persons involving executive officers or Board members that are reasonably expected to exceed specified thresholds
Receives periodic updates on our legal and ethical compliance programs
Reviews and discusses with management our financial risk exposures, including credit and counterparty risks, market risk, asset and liability risk, liquidity risk, foreign currency risk, and investment policy risk, and the steps we have taken to detect, monitor, and actively manage such exposures
Reviews and evaluates the compensation and performance of the Head of Internal Audit, reviews and approves the internal audit plan, receives regular reports on internal audit activities and meets directly with the Head of Internal Audit without other members of management present
Establishes procedures for receiving, and investigating, complaints regarding accounting, internal accounting controls or auditing materials
2025 Proxy Statement 19
You can view our Audit Committee Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.
All members of our CHCC are independent in accordance with the rules and regulations of Nasdaq and the Exchange Act. This committee is responsible for reviewing the compensation of the Company's executives and overseeing the Company's human capital management strategy and practices. In this capacity, we have planned with the executive leadership team to engage in a regular cadence of discussions throughout the year on matters such as compensation strategy, management development and other programs that support our human capital strategy.
COMMITTEE MEMBERS
NASDAQ INDEPENDENCE
MEETINGS IN 2024
Adriane M. Brown (Chair)
6
Logan D. Green
William D. Nash*
* Mr. Nash joined the CHCC in November 2024, following his appointment to the Board in September 2024.
Key Responsibilities
Reviews and approves the compensation of our CEO and our other executive officers
Oversees global compensation strategy for all employees and broad-based equity plans
Reviews and approves our annual Compensation Discussion and Analysis
Assesses on an annual basis the independence of its compensation consultants and other compensation advisers
Reviews risk assessment of our compensation programs to assess whether our compensation programs incentivize employees to take unacceptable risk
Reviews and approves Board compensation
Reviews, approves and administers Company compensation clawback policies
Oversees, in conjunction with the Board, our human capital management strategy and practices, including activities such as talent recruitment, development and retention, employee engagement, succession planning, and diversity, inclusion and belonging
You can view our CHCC Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.
All members of our CGNC are independent under the listing standards of Nasdaq.
COMMITTEE MEMBERS
NASDAQ INDEPENDENCE
MEETINGS IN 2024
Paul S. Pressler (Chair)
4
Adriane M. Brown
E. Carol Hayles
Key Responsibilities
Makes recommendations to the Board as to the appropriate size of the Board and Board committees
Reviews the qualifications and independence of candidates for the Board
Makes recommendations to the Board on potential Board and Board committee members
Assesses the responsibilities of key Board committees and makes recommendations to the Board
Establishes procedures for the oversight of the evaluation of the Board
Reviews correspondence received from stockholders and receives reports on stockholder feedback obtained through outreach program
Oversees the Company's policies and programs concerning responsible business, philanthropy and sustainability initiatives and reporting
Annually reviews and makes recommendations to the Board as to the Company's corporate governance principles
Reviews the Company's political spending and related activities
20 2025 Proxy Statement
The CGNC takes into account the set of guiding principles relating to Board membership described in "Corporate Governance-Board Composition and Independence."
You can view our CGNC Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.
The Risk Committee Charter requires a majority of the committee members to be independent under the listing standards of the Nasdaq. Currently, all members of our Risk Committee are independent under Nasdaq listing standards.
COMMITTEE MEMBERS
NASDAQ INDEPENDENCE
MEETINGS IN 2024
Perry M. Traquina (Chair)
3
Paul S. Pressler
Zane Rowe
Key Responsibilities
Oversees the Company's management of key risks such as geopolitics, fraud and transaction losses, and applicable regulatory compliance (including privacy, anti-money laundering and foreign assets control), as well as policies and processes for assessing, monitoring and mitigating such risks
Reviews and discusses with management the Company's enterprise risk management function and structure, and the guidelines, policies and processes for risk assessment and risk management
Reviews and discusses with management the tone and culture within the Company regarding risk, including open risk discussions, and integration of risk management into the Company's behaviors, decision making and processes
Receives reports from the Company's corporate audit and compliance staff on the results of risk management reviews and assessment
You can view our Risk Committee Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.
Technology Committee NEW
The Technology Committee Charter requires a majority of the committee members to be independent under the listing standards of the Nasdaq. Currently, all members of our Technology Committee are independent under Nasdaq listing standards.
COMMITTEE MEMBERS
NASDAQ INDEPENDENCE
MEETINGS IN 2024
Shripriya Mahesh (Chair)
0*
Aparna Chennapragada
Mohak Shroff
* The Technology Committee was created and authorized in November 2024 and will not have a formal meeting until 2025.
Key Responsibilities
Reviews and discusses with management the Company's key plans, strategies and initiatives relating to technology (including software, artificial intelligence, infrastructure, hardware and information technology) as well as the development and uses of technology in ways that support the Company's business strategy
Receives periodic updates from management on compliance with the significant policies related to technology
Receives reports, as necessary and appropriate, on emerging technologies, innovations and other trends that may affect the Company's business or technology strategies
Reviews and discusses with management risk exposures relating to cybersecurity, data management and site availability
You can view our Technology Committee Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.
2025 Proxy Statement 21
We believe in strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board accountability. Our Governance Guidelines set forth a framework within which our Board conducts its business and demonstrates our commitment to good governance and a productive relationship with our stockholders. Principal features of our Governance Guidelines are summarized below along with certain other of our governance practices.
22 2025 Proxy Statement
Board Annual Self-Evaluations
It is important that our Board and its committees are performing effectively and in the best interests of the Company and its stockholders. The Board and each committee annually evaluate their effectiveness in fulfilling their obligations. As part of this annual self-evaluation, directors can provide feedback on the performance of other directors. The chair of the Board leads the Board in its review of the results of the annual self-evaluations.
One of the Board's key responsibilities is overseeing the Company's strategy, and the Board has deep experience and expertise in the area of strategy development and insights into the most important issues facing the Company. Setting the strategic course of the Company involves a high level of constructive engagement between management and the Board.
The Board regularly discusses eBay's key priorities, taking into consideration and adjusting the Company's long-term strategy with global economic, customer and other significant trends, as well as changes in the e-commerce industry and the regulatory landscape.
At least annually, the Board conducts a review with management of the Company's long-term strategic plans, its annual operating plan and capital structure.
Throughout the year and at Board meetings, the Board receives information and updates from management and engages with senior leaders with respect to the Company's strategy, including the strategic plans for our businesses and the competitive environment.
eBay's independent directors also hold regularly scheduled executive sessions for both Board and committee meetings without Company management present, at which strategy is discussed.
The Board, CGNC or CHCC, as applicable, also regularly discuss and review investor and proxy advisory firm feedback on strategy.
The Board recognizes the importance of effective executive leadership to eBay's success. The Board conducts a review of management at least annually that includes succession plans for our senior leadership positions. In conducting its review, the Board considers, among other factors, organizational and operational needs, competitive challenges, leadership/management potential and development and interim successors for emergency situations.
2025 Proxy Statement 23
The Board is intently focused on fostering a culture of leadership, development and excellence.
Our workplace culture is linked to eBay's mission of empowering people and creating economic opportunity for all. This shared purpose has influenced our culture for 30 years and motivates our employees every day. We are committed to our eBay DNA of empowering our community, innovating boldly, delivering with impact, being for everyone and acting with integrity. The Board views eBay's workplace culture as an asset and oversees eBay's employee engagement and other workforce development programs.
eBay faces economic, financial, legal and regulatory, operational and other risks, such as the impact of competition and sustainability risks, including social, environmental and reputational factors that are integral to the strength of our brands. The Board recognizes that our ability to manage risk can influence whether we achieve our strategic and operating objectives. The Board, as a whole and through its committees, has responsibility for the oversight of risk management, while management is responsible for the day-to-day management of the risks that we face. In its risk oversight role, the Board is responsible for satisfying itself that the risk management framework and supporting processes as implemented by management are adequate and functioning as designed. The Board also influences risk management by fostering a corporate culture of integrity and risk awareness.
24 2025 Proxy Statement
2025 Proxy Statement 25
Risk management is embedded across our businesses, with oversight of our company-wide initiatives by the Board and its committees as illustrated above. Our approach to risk management is designed to identify, assess, prioritize and manage risk exposures that could affect our ability to execute our corporate strategy and fulfill our business objectives. Our ERM program enables the Board to establish a mutual understanding with management on the effectiveness of the Company's risk management practices and capabilities, including with division of responsibilities for reviewing the Company's risk exposure and risk tolerance, tracking emerging risks and ensuring proper escalation of certain key risks for periodic review by the Board and its committees.
Management collaborates internally, periodically engages independent advisors to update risk assessments and works across the organization to help our business groups and functions identify emerging risks and trends. Short- and long-term risks are evaluated regularly, and senior management is responsible for prioritizing risks and developing a culture of risk-aware practices to identify and manage the appropriate level of risk consistent with the Company's business strategy. Risks are mapped based on probability, immediacy and potential magnitude, and eBay's risk management strategies and Board oversight processes are designed accordingly. Examples of key risks encompassed by the ERM program include, without limitation, geopolitics, fraud and transaction losses, and regulatory compliance.
On a regular basis, the Board and its committees engage with our senior management and other members of management on risk as part of broad strategic and operational discussions that encompass interrelated risks, as well as on a risk-by-risk basis. Our Board and its committees engage on various risk topics encompassed by our ERM program, as well as other relevant risks eBay faces. In 2024, the Board formed a Technology Committee that will assist the Board in its oversight and review and discuss with management risk exposures related to cybersecurity, data management and site availability, which are topics that were previously overseen by our Risk Committee. Our Chief Compliance Officer periodically reviews with the Risk Committee the major risks under its oversight and the steps management has taken to detect, monitor and actively manage those risks within the agreed risk tolerance. Likewise, our Chief Sustainability Officer shares with the CGNC emerging trends, risks and strategies relating to sustainability. Our Audit Committee has an annual cadence to review the risks included in its remit, including quarterly meetings regarding ethics programs with our Chief Ethics Officer. The CHCC engages with our Chief People Officer several times per year regarding the most relevant risks and opportunities concerning our workforce, including an annual review of the Company's risk assessment of its compensation policies and practices for its employees, assesses whether such policies and practices encourage excessive risk-taking and evaluates policies and practices that could mitigate such risks. The executives responsible for managing a particular risk (in the case of cybersecurity risks, our Chief Technology Officer and Chief Information Security Officer) may also report to the full Board or its committees, as appropriate, on how the risk is being managed and progress towards agreed mitigation goals.
The Company maintains disclosure controls and procedures, including within our cybersecurity incident response plans, designed for analysis of potentially material events covered by our risk management framework, including cybersecurity incidents or threats.
eBay DNA and Human Capital Management
At eBay, our core value-"Be for Everyone"-fuels our commitment to diversity, inclusion, and belonging. We strive to create a workplace where every employee feels valued, empowered, and able to bring their best, most innovative selves to work. We believe this commitment fosters creativity, strengthens engagement, and cultivates a deep sense of belonging, which we believe is essential for driving corporate performance, achieving business goals, and delivering stockholder value. As a global marketplace connecting millions of buyers and sellers, our purpose is to build communities and create economic opportunity for all. By pursuing a holistic strategy, we are not just embracing diverse perspectives and fostering an inclusive culture, but also aiming to enhance innovation, deepening our understanding of customers, and strengthening the connections that drive our business. We believe that fostering belonging and reflecting the diversity of our global community helps us attract and retain consumers, expand the breadth of inventory on our Marketplace platforms, and create long-term value for our stockholders. We believe transparency about our journey, progress and lessons learned are important.
eBay Impact: Our Focus on Sustainable Commerce and Economic Empowerment
eBay is a global commerce leader that connects people and builds communities to create economic opportunity for all. eBay's Impact team supports this goal by focusing its efforts on several key areas identified in our sustainability materiality assessment, including Economic Opportunity, Sustainable Commerce, Culture & Workforce and maintaining a Trusted Marketplace. Our materiality assessment is facilitated by an outside advisor and updated every three years to ensure that our Impact programs continue to reflect the issues we believe to be the most important for eBay and its business. As noted above, the CGNC receives periodic updates on eBay sustainability initiatives, reporting, investor feedback and third-party ratings.
Many of our Impact initiatives involve cross-company collaboration on goal setting, impact measurement and reporting, which is published annually on the eBay Impact section of our Company website. eBay formed the ESG Disclosure Steering Committee to oversee our disclosure strategies, to comply with existing and expected ESG regulations in the United States, the United Kingdom, the European Union and other locations, and to manage ESG risks and capitalize on opportunities. This committee is composed of key members of our Finance and Legal teams. Additionally, eBay formed the Climate and Sustainability Committee to better align on workstreams supporting our transition to a low-carbon economy. This committee includes members of teams such as Core Technology, Enterprise Management Resources, Procurement, Shipping, Sustainability and more. Both committees are chaired by our Chief Sustainability Officer. We are currently focusing our efforts on preparing for the transition to regulatory ESG reporting required by some jurisdictions in which we operate, and coordinating our net-zero strategy.
26 2025 Proxy Statement
Through the combination of the ERM program and our Impact initiatives, we believe eBay appropriately addresses the spectrum of risks facing our businesses, including material issues identified by the Sustainability Accounting Standards Board industry standards as being applicable to companies in our industry.
The table below provides a brief overview of the eBay Impact initiatives as well as recent highlights.
Empowering communities through thoughtful commerce
EBAY IMPACT INITIATIVE
OVERVIEW
PROGRESS
Economic Opportunity
As champions of inclusive entrepreneurship for everyone, eBay helps small businesses grow and thrive globally.
In 2024, small businesses contributed approximately 70% of GMV in our three largest markets by demand (U.S., U.K. and Germany).
eBay for Charity
eBay for Charity empowers buyers and sellers to support charities around the world. We enable buyers to purchase from or donate to their favorite organizations and sellers to contribute a portion of their sales to selected non-profits. eBay for Charity partners with charity organizations globally to help
them reach their fundraising goals.
In 2024, eBay for Charity partnered with GLIDE, Elton John AIDS Foundation, World Central Kitchen, 6 Degrees, Deckaid, and Homes for Our Troops, amongst others. In 2024, more than $192 million was raised by buyers and sellers to support charities via eBay for Charity.
eBay Foundation
eBay Foundation helps to support economically vibrant and thriving communities, including by partnering with nonprofit organizations that are addressing and removing barriers to entrepreneurship for people who identify with historically excluded groups. We also support our
employees with meaningful giving and volunteering opportunities.
Since 1998, eBay Foundation has provided nearly
$140 million in total giving, which has supported over 1,800 unique nonprofit organizations. In 2024, eBay Foundation granted nearly $18 million to support historically excluded entrepreneurs and our employee gift-matching program.
Sustainable Commerce
As a pioneer of recommerce and circular commerce, we strive to sustain the future of our customers, our company and our planet by promoting the buying and selling of pre-loved or refurbished items as well as other sustainable commerce initiates. We help lead the way forward as partners with our global community. We also continue to embrace best practices at our facilities to reduce our environmental footprint and reinforce our commitment to operating with integrity.
Through selling pre-loved and refurbished items on our Marketplace in 2024, eBay helped avoid nearly
1.6 million metric tons of carbon emissions that would have been expected to result from the production of comparable new goods. eBay remains committed to our target of reducing 90% of carbon emissions from our operations (scope 1 & 2) by 2030 from a 2019 baseline, and have increased our target to reducing 27.5% from our value chain (scope 3) in the same timeframe to be in line with our net-zero target for 2045. eBay also achieved its 100% renewable energy goal for eBay-controlled
data centers and offices in 2024, one year early.
Trusted Marketplace
eBay has created a trusted, transparent marketplace that is based on the strong ethical values we strive to follow as a business.
Since 2020, eBay has regularly published a Global Transparency Report in order to openly communicate its trust and safety policies and enforcement of those policies.
Why We Engage
Our directors and management are committed to maintaining a robust dialogue with stockholders. We routinely engage with stockholders throughout the year in order to:
Provide transparency into our business, our performance and our governance and compensation practices
Discuss with our stockholders the issues that are important to them, hear their expectations for us and share our views
Assess emerging issues that may affect our business, inform our decision making, enhance our corporate disclosures and help shape our practices
After we file our proxy statement, we engage with our largest stockholders about important topics to be addressed at our annual meeting. Since January 2024, we have offered to meet on sustainability, governance, compensation, capital allocation and other matters with 37 investors representing approximately 69% of our outstanding shares, which resulted in 11 conference calls or meetings with investors representing approximately 10% of our outstanding shares.
Disclaimer
eBay Inc. published this content on April 30, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 02, 2025 at 17:49 UTC.