DEF 14A of Ebay Inc, Apr 25, 2024

DEF 14A of Ebay Inc

Filed Apr 25, 2024 · FY20230001104659-24-051996

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | NOMINEE | AFFILIATION | AGE | DIRECTOR SINCE | COMMITTEES | | | | OTHER PUBLIC COMPANY BOARDS | | | | | | AC | CHCC | RC | CGNC | | | Adriane M. Brown Managing Partner, Flying Fish Ventures | IND | 65 | 2017 | | | | | • Axon Enterprise, Inc. (since 2020) • American Airlines Group, Inc. (since 2021) • KKR & Co. Inc. (since 2021) | | Aparna Chennapragada Corporate VP, Generative AI, Microsoft Corporation | IND | 47 | 2022 | | | | | • None | | Logan D. Green Chair, Co-Founder and former Chief Executive Officer, Lyft | IND | 40 | 2016 | | | | | • Lyft, Inc. (since 2019) | | E. Carol Hayles Former Chief Financial Officer, CIT Group, Inc. | IND | 63 | 2020 | | | | | • Webster Financial Corporation (since 2018) | | Jamie Iannone President and Chief Executive Officer, eBay Inc. | eBay | 51 | 2020 | | | | | • None | | Shripriya Mahesh General Partner, Spero Ventures | IND | 50 | 2023 | | | | | • Sundaram Brake Linings Ltd (since 2020) | | Paul S. Pressler Chair of the eBay Board; Operating Advisor, Clayton, Dubilier & Rice | IND | 67 | 2015 | | | | | • None | | Zane Rowe Chief Financial Officer, Workday, Inc. | IND | 53 | 2024 | | | | | • None | | Mohak Shroff Head of Engineering, LinkedIn | IND | 45 | 2020 | | | | | • None | | Perry M. Traquina Former Chairman and CEO, Wellington Management Company | IND | 68 | 2015 | | | | | • Morgan Stanley (since 2015) • The Allstate Corporation (since 2016) |

  3. Director Nominees

    | AC Audit Committee | CHCC Compensation and Human Capital Committee | RC Risk Committee | CGNC Corporate Governance and Nominating Committee |

  4. Director Nominees

    | | Committee Chair | | Member |

  5. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  6. Board of Directors

    Board of Directors At the Annual Meeting, 10 directors will be elected to serve for a one-year term. We are seeking the election of 10 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 Zane Rowe, who joined the Board on February 16, 2024. 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. Nine of the 10 nominees are currently independent directors under the listing standards of Nasdaq and our Corporate Governance Guidelines. If elected at the Annual Meeting, each of the nominees will serve a one-year term until our 2025 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.”

  7. Nomination Process

    Nomination Process Our Corporate Governance and Nominating Committee (“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 all of these nominees have a strong track record of being responsible stewards of stockholders’ interests and bring 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 relatively complex organizations. • Each nominee has highly relevant professional experience in the management, technology, and innovation fields. • The Board believes each nominee is an individual of high character and integrity and is able to contribute to strong board dynamics. • Each of these nominees 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 2023, our Board held eight 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, and each of the nominees who is currently an executive officer of a publicly traded company does not serve on any other public company boards beyond eBay. In addition to these attributes, in each individual’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.”

  8. Nomination Process

    | The Board recommends a vote FOR each of the director nominees. |

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | Adriane M. Brown Age: 65 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) | 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 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. |

  11. Director Nominees

    | Aparna Chennapragada Age: 47 Director Since: 2022 eBay Board Committees: • Audit 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 Retail / e-commerce Industry; 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. |

  12. Director Nominees

    | Logan D. Green Age: 40 Director Since: 2016 eBay Board Committees: • Compensation & Human Capital Committee Other Public Company Boards: • Lyft, Inc. (since 2019) | Experience Mr. Green has served as Chair of the Board of Directors of and a non-employee advisor to 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. Lyft grew out of Zimride, a rideshare company previously co-founded by Mr. Green in 2007. Zimride was acquired by Enterprise Rent-A-Car. Mr. Green received his B.A. in Business Economics from the University of California, Santa Barbara. Director Qualifications • Technology and Retail / e-Commerce 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. |

  13. Director Nominees

    | E. Carol Hayles Age: 63 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. Ms. Hayles currently serves on the board of directors of Webster Financial Corporation, where she is Chair of the Audit Committee, and she previously served on the board of directors of Avantax, Inc. from 2018 to November 2023. 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. |

  14. Director Nominees

    | Jamie Iannone Age: 51 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 and Retail Industry 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. |

  15. Director Nominees

    | Shripriya Mahesh Age: 50 Director Since: 2023 eBay Board Committees: • Risk Committee 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, and 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; Retail / e-Commerce Industry and Product, Marketing and Media Experience: Wide range of relevant experience from executive roles with eBay in product and strategy. |

  16. Director Nominees

    | Paul S. Pressler Independent Chair of the Board Age: 67 Director Since: 2015 eBay Board Committees: • Corporate Governance and Nominating Committee, Chair • Compensation and Human Capital 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 boards of directors of MOD Super Fast Pizza, LLC and Revlon Group Holdings LLC. Mr. Pressler received his B.S. from the State University of New York at Oneonta. Director Qualifications • Investment/Finance Experience and Transactions/M&A Expertise: Operating Advisor and former partner at private equity firm Clayton, Dubilier & Rice since 2009. • Leadership; Management; Product, Marketing and Media; Retail/e-commerce Industry 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. |

  17. Director Nominees

    | Zane Rowe Age: 53 Director Since: 2024 eBay Board Committees: • Audit 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 and serving as an executive sponsor for the company’s ESG efforts. 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 of 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 and Retail / e-Commerce Industries; Strategy; Product, Marketing and Media; Leadership; Investment/Finance; Transactions/M&A; Management and Climate/ESG Experience: Extensive experience in corporate finance, investor relations and strategy as an executive, technology leader and Chief Financial Officer with Workday and VMware and from previous executive sales role with Apple. Experience in climate/ESG as an executive at Workday and as a member of A4S. |

  18. Director Nominees

    | Mohak Shroff Age: 45 Director Since: 2020 eBay Board Committees: • Risk 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; 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. |

  19. Director Nominees

    | Perry M. Traquina Age: 68 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. |

  20. Members

    Members

  21. Members

    | • E. Carol Hayles (Chair) | • Aparna Chennapragada | Meetings in 2023: 10 | | • Perry M. Traquina | • Zane Rowe* | |

  22. Members

    * Mr. Rowe joined the Audit Committee upon his appointment to the Board in February 2024.

  23. Majority Vote Standard for Election of Directors

    Majority Vote Standard for Election of Directors 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 numbers of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. “ABSTAIN” votes will be counted as present for purposes of this vote but are not counted as votes cast. Broker non-votes will not be counted as present and are not considered votes on the proposal. As a result, abstentions and broker non-votes will have no effect on the vote for Proposal 1: Election of Directors.

  24. Certain Transactions with Directors and Officers

    Certain Transactions with Directors and Officers Our Audit Committee reviews and approves the Code of Business Conduct and Ethics, which applies to our directors, officers, and employees and reviews our programs that are designed to ensure compliance with the Code of Business Conduct and Ethics. The Audit Committee also reviews and approves all transactions with related persons that are required to be disclosed in this section of our Proxy Statement. The charter of our Audit Committee and our Code of Business Conduct and Ethics may be found on our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents/. Our Board has adopted a written policy for the review of related person transactions. For purposes of the policy, a related person transaction includes transactions in which (1) the amount involved is more than $120,000, (2) eBay is a participant, and (3) any related person has a direct or indirect material interest. The policy defines a “related person” to include directors, nominees for director, executive officers, beneficial holders of more than 5% of eBay’s outstanding common stock and their respective family members. Pursuant to the policy, all related person transactions must be approved by the Audit Committee or, in the event of an inadvertent failure to bring the transaction to the Audit Committee for pre-approval, ratified by the Audit Committee. In the event that a member of the Audit Committee has an interest in a related person transaction, the transaction must be approved or ratified by the disinterested members of the Audit Committee. In deciding whether to approve or ratify a related person transaction, the Audit Committee will consider the following factors: • Whether the terms of the transaction are (a) fair to eBay and (b) at least as favorable to eBay as would apply if the transaction did not involve a related person; • Whether there are demonstrable business reasons for eBay to enter into the transaction; • Whether the transaction would impair the independence of an outside director under eBay’s director independence standards; and • Whether the transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant. We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with eBay. Since January 1, 2023, there were no related person transactions, and we are not aware of any currently proposed related person transactions, that would require disclosure under SEC rules.

  25. Compensation of Directors

    Compensation of Directors The CHCC is responsible for reviewing and making recommendations to the Board regarding compensation paid to all directors who are not employees of eBay, or any parent, subsidiary, or affiliate of eBay, for their Board and committee services. Pay Governance LLC (“Pay Governance”) serves as the CHCC’s independent compensation consultant. In connection with its engagement, Pay Governance assists the CHCC in conducting annual peer benchmarking and assessment of market trends and best practices, to ensure that eBay’s director compensation program is in line with the market and that pay levels are comparable to peers. Our most recent benchmarking indicates that our compensation is benchmarked at or around the 50th percentile of our peer group. Annual compensation to continuing non-employee directors consisted of (a) Restricted Stock Units (“RSUs”), granted on the date of the annual meeting with a grant date value equal to $250,000 or, for a non-employee director serving as the Chair of the Board, $350,000, in each case, the number of RSUs being determined by dividing the grant date value by the closing price per share of the Company’s common stock on the date of grant, rounded up to the nearest whole share and (b) an annual cash retainer of $80,000 plus additional cash fees for chair and committee service paid in quarterly installments (or, at the non-employee director’s discretion, paid in additional shares of the Company’s common stock of an equivalent value, calculated in the same manner as the annual equity award (as described above), rounded up to the nearest whole share). The annual equity award and Board and committee retainers are pro-rated in the event that a non-employee director serves for a portion of a year. For newly appointed non-employee directors, the annual equity award is granted shortly following the date of the director’s appointment, with the number of RSUs being determined by dividing the grant date value (pro-rated based on the remaining portion of a year) by the closing price per share of the Company’s common stock on the date of the Company’s most recent annual meeting. However, if the non-employee director is appointed more than nine months since the last annual meeting, the director will receive cash in lieu of any equity award grant. In 2023, the Board and stockholders approved our Equity Incentive Award Plan, as amended and restated, which includes a maximum annual limit of $600,000 (increased by two times for the year in which a the non-employee director commences service on the Board) on the value of equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year (excluding any equity issued in lieu of cash). For purposes of this limitation, the value of equity awards is based on the grant date fair value. We previously issued Deferred Stock Units (“DSUs”) as equity compensation for our non-employee directors. Since January 1, 2017, RSUs have been granted in lieu of DSUs as compensation for non-employee directors. DSUs granted prior to August 1, 2013 are payable in Company common stock or cash (at our election) following the termination of a non-employee director’s service on the Board. DSUs granted on or after August 1, 2013 are payable solely in Company common stock following the termination of a non-employee director’s service on the Board. In the event of a change in control of eBay, any unvested RSU awards granted to our non-employee directors will accelerate and become fully vested. The following table sets forth annual retainers, which have remained unchanged since 2018 (except for the addition in 2020 of the retainer for the Chair of the Risk Committee), paid to our non-employee directors who serve as Chair of the Board, the Chairs of the Audit, Compensation and Human Capital, Corporate Governance and Nominating, and Risk Committees, and as members of those Committees. Directors with an interest and background in technology who meet regularly with our senior technologists and report significant matters to the Board do not receive any additional compensation for such service.

  26. Compensation of Directors

    | ROLE | 2023 ANNUAL RETAINER | | All Independent Directors | $80,000 | | Board Chair | $100,000 | | Lead Independent Director (if applicable) | $25,000 | | Committee Chairs | | | Audit | $25,000 | | Compensation and Human Capital | $15,000 | | Corporate Governance & Nominating | $15,000 | | Risk | $15,000 | | Committee Members | | | Audit | $18,000 | | Compensation and Human Capital | $15,000 | | Corporate Governance & Nominating | $10,000 | | Risk | $10,000 |

  27. 2023 Director Compensation Table

    2023 Director Compensation Table The following table and footnotes summarize the total compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2023.

  28. 2023 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($)(b) | STOCK AWARDS ($)(c) | TOTAL ($)(e) | | Adriane M. Brown | 120,466 | 250,000 | 370,466 | | Aparna Chennapragada | 92,200 | 250,000 | 342,200 | | Logan D. Green | 103,989 | 250,000 | 353,989 | | E. Carol Hayles | 134,599 | 250,000 | 384,599 | | Shripriya Mahesh(1) | 105,432 | 250,000 | 355,432 | | Paul S. Pressler | 209,195 | 350,000 | 559,195 | | Zane Rowe(2) | — | — | — | | Mohak Shroff | 90,000 | 250,000 | 340,000 | | Robert H. Swan(3) | 89,273 | — | 89,273 | | Perry M. Traquina | 130,876 | 250,000 | 380,876 |

  29. 2023 Director Compensation Table

    (1) Ms. Mahesh was appointed to the Board in March 2023. Because her appointment was more than nine months after the Company’s prior annual meeting of stockholders, in accordance with our director compensation practices, Ms. Mahesh received a pro-rated cash award upon appointment, in lieu of a pro-rated RSU award. (2) Mr. Rowe was appointed to the Board in February 2024. (3) Mr. Swan retired from the Board in June 2023. The cash fees paid to Mr. Swan reflect a pro-rated payment of the annual retainer for the period of 2023 during which he provided service to the Company.

  30. Our Compensation Program

    | | 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 success. |

  31. Our Compensation Program

    We achieve these objectives primarily by employing the various elements of our executive compensation programs as illustrated in the graphic below. Base Salary reflects the scope of executives’ roles and responsibilities and compensates for expected day-to-day performance. Annual Cash Incentive under the eBay Incentive Plan (“eIP”) aligns executive compensation with annual Company and individual performance and motivates executives to enhance annual results. Long-term Equity Incentives include our PBRSU, PBSO and RSU programs, which align executive incentives with the long-term interests of our stockholders. Our executive compensation program is heavily weighted towards long-term equity incentives. In 2023, our equity grants for executive officers were structured so that, taking into account the full performance vesting periods, 60% of the target equity value is comprised of performance-based incentives (40% PBRSUs and 20% PBSOs), and 40% is comprised of time-based RSUs. • Performance-based Restricted Stock Units (PBRSUs) hold executives accountable for the long-term performance of the Company, and a three-year relative total shareholder return modifier focuses the executive on stock performance over the long-term. • Performance-based Stock Options (PBSOs) incentivize management to drive revenue growth in Payments and Advertising over a multi-year period, in line with our strategic initiatives, by providing for performance-based vesting. Additionally, including time-based vesting through the end of the performance period promotes retention and focuses the executive on stock performance over the long-term. • Time-based Restricted Stock Units (RSUs) promote retention since executives must remain with the Company in order to vest in the award and enjoy the growth in equity value.

  32. How We Pay Our CEO

    | | 2023 TARGET COMPENSATION | | Base Salary | $1,000,000 | | Annual Cash Incentive (eIP) | $2,000,000 | | Equity Awards | $21,000,000 | | Total Target Compensation | $24,000,000 |

  33. Pay for Performance

    | PLAN | PERFORMANCE METRICS | CHCC RATIONALE | | Annual Cash Incentive (eIP) | • FX-neutral revenue (threshold only) • Non-GAAP net income • Customer satisfaction improvement (kicker) • Individual performance | • A revenue threshold must be met before any incentive can be paid based on non-GAAP net income • Non-GAAP net income is directly affected by management decisions and provides a widely followed measure of financial performance • Improved customer satisfaction expected to lead to revenue growth • Differentiate compensation based on individual contributions, including ESG factors | | PBRSUs | • FX-neutral revenue • Non-GAAP operating margin dollars • ROIC modifier • Relative total shareholder return modifier | • Key drivers of our long-term success and stockholder value, and directly affected by management decisions • Incentivizes profitable growth and efficient use of capital • Increases or decreases award by up to 15% based on stock performance relative to S&P 500, strengthening alignment between long-term interests of our NEOs and stockholders |

  34. Pay for Performance

    | PLAN | PERFORMANCE METRICS | CHCC RATIONALE | | PBSOs | • Revenue from (i) Payments and (ii) Advertising | • Drivers of our growth with significant upside for the business • Incentivizes growth in line with our strategic initiatives |

  35. CD&A Roadmap

    | | Elements of Our Executive Compensation Program provides a description of our executive compensation practices, programs, and processes. | | | 2023 NEO Target Compensation discusses how we determine the mix of the elements in our compensation program to achieve our total target compensation. | | | 2023 Compensation Design and Determinations explains executive compensation decisions relating to the performance-based pay of our executive officers in 2023. | | | Further Considerations for Setting Executive Compensation discusses the role of the Company’s compensation consultant, peer group considerations, and the impact of accounting and tax requirements on compensation. | | | Severance and Change in Control Arrangements with Executive Officers and Clawbacks discusses the Company’s severance and change in control plans and other arrangements with executive officers. |

  36. Elements of Our Executive Compensation Program

    | | COMPENSATION ELEMENTS | PERFORMANCE METRICS | PERFORMANCE AND VESTING PERIODS | WHY WE PAY | | Cash | Base Salary | Assessment and Target Positioning Strategy | N/A | • Rewards executives’ current contributions to the Company • Reflects the scope of executives’ roles and responsibilities | | Short-Term Incentives | Annual Cash Incentive Awards | Threshold company performance measure: • FX-neutral revenue (threshold-only) If threshold is met, then payout based on: • Total non-GAAP net income (75%) • Individual performance (25%) If non-GAAP net income is at or above target and Buyer CSAT improvement goal is reached: • Buyer CSAT (customer satisfaction) kicker applies (increasing non-GAAP net income portion by 5% or 10%, depending on Buyer CSAT achievement level) | Annual | • Aligns executive compensation with annual Company and individual performance • Motivates executives to enhance annual results • Incentivizes executives to improve customer satisfaction, which can lead to revenue growth • Differentiate compensation based on individual contributions, including ESG factors | | Long-Term Incentives (Equity) | Equity Incentive Awards | Time-based RSUs: • Time-based vesting PBRSUs: • FX-neutral revenue • Non-GAAP operating margin dollars • Return on invested capital modifier • Relative total shareholder return (rTSR) modifier PBSOs: • Revenue from (i) Payments and (ii) Advertising | Time-based RSUs: • Quarterly vesting over a four-year period subject to continued employment PBRSUs: • 100% of PBRSU awards earned will vest in March following the end of the three-year performance period PBSOs: • Options earned based on performance during three-year performance period are subject to time-based vesting over the same three-year period, subject to continued employment | • Aligns executive incentives with the long-term interests of our stockholders • Positions award guidelines at target level with the median of the market levels paid to peer group executives • Recognizes individual executive’s recent performance and potential future contributions • Retains executives for the long term • Provides a total compensation opportunity with payouts varying based on our operating and stock price performance • Strengthens alignment of the long-term interests of our NEOs and stockholders • Incentivizes revenue growth in line with our strategic initiatives |

  37. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Each year, the CHCC reviews equity award guidance for each position and determines the value of annual equity awards accordingly. This guidance is based on our desired pay positioning relative to companies with which we compete for talent. The midpoint of the guidance, or the median target award, reflects the 50th percentile of the competitive market. The CHCC is also cognizant of potential dilution of our stockholders resulting from equity compensation and carefully considers share usage each year. In 2023, the CHCC reviewed equity award guidance by position based on the following: • equity compensation practices of technology companies in our peer group, as disclosed in their most recent public filings (see below under “—Further Considerations for Setting Executive Compensation—Peer Group Considerations” for our 2023 peer group), and • equity compensation practices for comparable technology companies that are included in proprietary third-party surveys. Each executive officer’s individual contribution and impact, projected level of contribution and impact in the future, and competitive positioning are considered using a scorecard when determining the size of individual awards. The scorecard evaluates each executive with respect to factors including business unit performance (or in the case of our CEO, Company performance), organizational development and strategic and operational excellence. The retention value of current year awards and the total value of unvested equity from previous awards are also considered.

  38. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation The CHCC also assesses annual cash incentive award opportunities against data from public filings of our peer group companies and general industry data for comparable technology companies that are included in proprietary third-party surveys, and it approves target annual cash incentive opportunities for our NEOs in a range around the 50th percentile based on that data. The CHCC reviews market data annually, and periodically adjusts incentive opportunities to the extent necessary where our practices are inconsistent with such market data.

  39. Base Salary

    Base Salary The CHCC reviews market data annually and approves each executive officer’s base salary for the year, with increases (if any) generally becoming effective on or around April 1st of the year. The CHCC assesses competitive market data on base salaries from public filings of our peer group companies and general industry data for comparable technology companies that are included in proprietary third-party surveys. The CHCC assesses each executive officer’s base salary against the 50th percentile of the salaries paid to comparable executives at peer group companies and also considers individual performance, levels of responsibility, expertise and prior experience in our evaluation of base salary adjustments.

  40. Target Value of Equity Awards, Target Cash Incentive Award and Salary for NEOs

    Target Value of Equity Awards, Target Cash Incentive Award and Salary for NEOs The CHCC considered many factors in approving the various components of the NEOs’ compensation, including those set forth below, using a scorecard as described above. In evaluating performance against these factors, the CHCC assigned no specific weighting to any one of the factors, instead evaluating individual performance in a holistic manner: • Performance against target financial results for the NEO’s business unit or function • Defining business unit or function strategy and executing against relevant goals • Recognition of the interconnection between the eBay business units and functions and the degree to which the NEO supported and drove the success of other business units or functions and the overall business • Driving innovation and execution for the business unit or function • Organization development, including hiring, developing, and retaining the senior leadership team of the business unit or function • Achievement of strategic or operational objectives, including control of costs in an environmentally and socially responsible manner The CHCC reviewed and approved the target value of equity awards, target annual cash incentive award, and salary for our NEOs based on available market data as well as the factors described above, including Company and individual performance. The following table shows target compensation for our NEOs (disregarding supplemental transition awards described below):

  41. Target Value of Equity Awards, Target Cash Incentive Award and Salary for NEOs

    | NAME | 2023 ANNUAL BASE SALARY | 2023 TARGET ANNUAL CASH INCENTIVE AWARD (% OF SALARY) | 2023 TARGET VALUE OF EQUITY AWARDS ($)(1) | | Mr. Iannone | $1,000,000 | 200% | $21,000,000 | | Mr. Priest | $800,000 | 100% | $8,000,000 | | Mr. Boone | $675,000 | 75% | $5,000,000 | | Ms. Loeger | $700,000 | 75% | $6,250,000 | | Mr. Garcia | $675,000 | 75% | $6,250,000 |

  42. Target Value of Equity Awards, Target Cash Incentive Award and Salary for NEOs

    (1) Includes 40% PBRSUs, 40% time-based RSUs and 20% PBSOs.

  43. 2023 Long-Term Equity Incentive Awards

    2023 Long-Term Equity Incentive Awards In 2023, our NEOs received equity-related compensation as part of the Company’s standard annual equity award. The formula used to allocate the 2023 annual target equity awards is as follows: PBRSU Program The PBRSU Program is a key component of the annual equity compensation for each executive officer. Toward the beginning of each performance period, executive officers receive PBRSU grants that are subject to performance- and time-based vesting requirements. PBRSUs are only awarded to executives at the level of Senior Vice President and above. Performance Period and Vesting Each PBRSU cycle has a three-year performance period (consisting of the average performance each year relative to the financial performance goals for that year), along with a total shareholder return modifier based on the Company’s stock performance relative to the S&P 500 over a three-year performance period. The financial performance goals for each year of the performance period are approved by the CHCC at the beginning of that year. Each executive officer is awarded a target number of shares subject to the PBRSU award at the beginning of the three-year performance period. PBRSU awards granted in 2022 are based on the 2022-2024 performance cycle, and PBRSU awards granted in 2023 are based on the 2023-2025 performance cycle. If the Company’s actual performance exceeds or falls short of the target financial performance goals, the actual number of shares earned under the respective PBRSU awards will be increased or decreased formulaically and then adjusted by the total shareholder return modifier at the end of the applicable performance period. Prior to 2022, PBRSU awards were granted with a two-year performance period. Beginning in 2022, for the 2022-2024 PBRSUs and subsequently for the 2023-2025 PBRSUs, the CHCC used a three-year performance period, consisting of the average financial performance for each of three one-year periods comprising the respective PBRSU awards, based both on a desire to extend the performance period and to better align it with management’s annual financial planning, in light of the dynamic macroeconomic environment, and the constantly changing internet retail segment in which we compete. As a result of this change, there were no PBRSU awards vesting for our executive officers for 2023. As discussed below under “—PBSO Program,” in early 2024 our executive officers began vesting in PBSO awards based on 2023 performance. Beginning with the PBRSU awards granted in 2022, 100% of any earned PBRSUs will vest, if at all, in March following the end of the three-year performance period. Given their three-year performance period prior to any vesting, 100% of the PBRSU awards remain subject to three years of Company stock price performance before the shares are eligible to vest. The CHCC believes the length of this period is important for retaining executive officers, while aligning their interests with long-term stockholder interests. Performance Measures and Rationale As discussed above, the number of shares subject to a target PBRSU award that are eligible for payout is based on the Company’s actual financial performance against the target performance goals for the applicable performance period, and subject to further adjustment based on the Company’s stock price performance relative to the S&P 500 over a three-year period. The following table outlines the performance measures for the 2022-2024 PBRSUs and 2023-2025 PBRSUs and the rationale for their selection.

  44. 2023 Long-Term Equity Incentive Awards

    | Performance Measures | FX-neutral revenue(1)—weighted 50% of award opportunity with a payout range of 0% to 200% of target (50% at threshold, 100% at target and 200% at maximum performance) Non-GAAP operating margin dollars(2)—weighted 50% of award opportunity with a payout range of 0% to 200% of target (50% at threshold, 100% at target and 200% at maximum performance) Return on invested capital (modifier)—measured for each of the three one-year periods comprising the performance period—can modify annual performance results (based on FX-neutral revenue and non-GAAP operating margin) up or down by as much as 15% Relative total shareholder return(3) (modifier)—measured over a three-year period—can modify total payout under PBRSU awards (based on average per year performance results) up or down by as much as 15% | | Rationale | The CHCC believes these measures are key drivers of our long-term business success and stockholder value and are directly affected by the decisions of the Company’s management. Both FX-neutral revenue and non-GAAP operating margin dollars measures are used to help keep leaders accountable for driving profitable growth and make appropriate tradeoffs between investments that increase operating expense and future revenue growth. The return on invested capital (ROIC) modifier is used to hold leaders accountable for the efficient use of capital. The relative total shareholder return (rTSR) modifier is used to focus leaders on stock performance and strengthen alignment of the long-term interests of our NEOs and stockholders. |

  45. 2023 Long-Term Equity Incentive Awards

    | Targets | In light of the dynamic macroeconomic environment, the three one-year financial performance targets are generally set in a manner consistent with the current year budget. At the time the financial performance targets were set, the target goals were designed to be achievable with strong management performance, while the maximum goals were designed to be very difficult to achieve. |

  46. 2023 Long-Term Equity Incentive Awards

    (1) Calculated on a fixed foreign exchange basis. (2) Non-GAAP operating margin dollars excludes certain items, primarily stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, impairment of goodwill, restructuring expenses, and certain one-time gains, losses and/or expenses and, for 2023, impacts of acquisitions or disposals of businesses. (3) Measured against the S&P 500. Calculation Mechanics To become eligible for a payout of shares under a PBRSU award, at least one of the FX-neutral revenue or non-GAAP operating margin dollars minimum performance thresholds must be met. Each of the minimum performance thresholds are independent and, if any of the FX-neutral revenue or non-GAAP operating margin dollar performance thresholds are met, the award is adjusted with respect to that performance measure in accordance with the percentages outlined above. If the minimum performance threshold for either FX-neutral revenue or non-GAAP operating margin dollars is not met, then no shares are awarded for that performance measure. The CHCC may approve adjustments to the calculations of the performance measures due to material events not contemplated at the time the targets were set (such as unusual or extraordinary corporate transactions, events or developments) and the CHCC may apply negative discretion to reduce the payout levels of the awards. The 2022-2024 PBRSUs and 2023-2025 PBRSUs can each be earned in a range of 0% to 265% of target. Time-based RSUs Each executive officer receives a portion of the officer’s annual equity award as a grant of RSUs that vests quarterly, over a four-year period, subject to continued employment. RSU awards granted in 2023 to our executive officers vest over a four-year period, subject to continued employment. For newly hired executive officers, 25% of the initial grant of RSUs vests on the first anniversary of the grant date and the remainder vests quarterly thereafter. This vesting schedule is aligned with market practice and helps the Company to remain competitive in attracting talent. PBSO Program Another component of the annual equity compensation for each executive officer is the PBSO Program. Executive officers receive annual PBSO grants that are subject to performance- and time-based vesting requirements. The PBSOs awarded to executives at the level of Senior Vice President and above were the only options granted by the Company in 2022 and 2023. Performance Period and Vesting Each PBSO cycle has a three-year performance period with four performance goals, and achievement of each goal earns the executive officer one-fourth of the officer’s option awards. The performance goals for each cycle are approved by the CHCC at the beginning of the performance period. Each executive officer is awarded a number of stock options at the beginning of the performance period, reflecting a target number of options to be unlocked if the first two of the performance goals are achieved, as well as additional options to be unlocked by achievement of the third and fourth performance goals, respectively. PBSO awards granted in 2022 are based on the 2022-2024 performance cycle, while PBSO awards granted in 2023 are based on the 2023-2025 performance cycle. Under the PBSO program, stock options earned through performance are also subject to time-based vesting over the three-year performance period (subject to continued employment), such that one-third of the earned options is available to vest as of March 15 following each year of the performance period, with the initial vesting for each earned performance goal occurring on March 15 following the year in which the goal was achieved. The CHCC believes that the three-year vesting feature helps to retain executive officers and align their interests with long-term stockholder value. The following table outlines the performance measures for the 2022-2024 and 2023-2025 performance periods and the rationale for their selection.

  47. 2023 Long-Term Equity Incentive Awards

    | Performance Measures | Revenue resulting from Payments(1) and Advertising.(2) with a range of 0% to 100% vesting of option awards granted (50% at target and 100% at maximum performance) | | Rationale | The CHCC believes these measures represent areas of revenue growth for the Company. Both Payments and Advertising revenue are used to incentivize management to focus on the Company’s revenue growth, in line with our strategic initiatives. | | Targets | The four performance goals, which are reviewed and measured annually for achievement, are generally set in a manner consistent with our strategic growth initiatives set forth at our 2022 Investor Day. At the time the CHCC set these performance goals in early 2022 (for the 2022-2024 PBSOs) and early 2023 (for the 2023-2025 PBSOs), the target goals were designed for the first two tranches (50% vesting) to be challenging, achievable with strong management performance that delivers on our goals set forth at our 2022 Investor Day, while the maximum goals were designed for the third and fourth tranches (75% and 100% vesting, respectively) to be very difficult to achieve, requiring management to significantly surpass our stated goals. In setting these goals, the CHCC factored in macroeconomic headwinds and our internal forecasts at the time, including, in 2022, the ongoing war in Ukraine and lower consumer confidence influencing changes in consumer behavior, and in 2023, anticipated adverse impacts of foreign currency exchange and lower volume. |

  48. 2023 Long-Term Equity Incentive Awards

    (1) Revenue from Payments means all payments and financial services revenue from additional monetization efforts. To the extent applicable, this excludes the payment processing revenue related 100% to the GMV migration to the new Payments platform, which is now completed. (2) Revenue from Advertising means revenue from all existing advertising products, including promoted listings (and its products and promoted listings off eBay’s platform), third-party product offerings and any new advertising product or feature that the Company may launch during the performance period. Calculation Mechanics and Timeline To earn any stock options subject to a PBSO award, at least one of the performance goals must be met. Achievement of each performance goal earns 25% of the options, which then become eligible to vest subject to time-based vesting requirements described above. The CHCC reviews the Company’s financial performance following each year during the performance period to determine if any of the performance goals for the PBSO awards have been achieved during the prior year. Each of the 2022-2024 and 2023-2025 PBSOs can be earned in a range of 0% to 100% of the PBSO grant, with a target level of 50%.

  49. 2023 Long-Term Equity Incentive Awards

    | PERFORMANCE | VESTING | | Unlock #1 | 25% | | Unlock #2 (Target) | 50% | | Unlock #3 | 75% | | Unlock #4 | 100% |

  50. 2023 Long-Term Equity Incentive Awards

    Each PBSO award will expire 10 years from the grant date (subject to earlier termination if the holder’s employment terminates before that time). 2022-2024 and 2023-2025 Cycle Performance and Options Earned As discussed in the “Executive Summary” above, based on the Company’s financial performance in advertising and payments revenue during the 2023 performance period, the first two performance goals have been satisfied for each of the 2022-2024 PBSOs and the 2023-2025 PBSOs. As a result of these goals being achieved, the performance-based vesting requirements have been satisfied for 50% of the options underlying each of those PBSO cycles, which remain ongoing, and our NEOs earned the following options and will vest in these options subject to satisfying the applicable time-based vesting requirements based on continued employment, as described below:

  51. 2023 Annual Cash Incentive Awards (eIP)

    2023 Annual Cash Incentive Awards (eIP) Plan Design The eIP is a broad-based short-term cash incentive plan. The CHCC has set an annual performance period under the plan. In the first quarter of the year, the CHCC approves Company performance measures based on business criteria and target levels of performance. After the end of each year, the CHCC approves the actual performance against the Company performance measures to determine the payout percentage for that portion of the annual cash incentive plan. The following table provides information on the Company performance measures set in the first quarter of 2023 and rationale for their selection:

  52. 2023 Annual Cash Incentive Awards (eIP)

    | PERFORMANCE MEASURES(1) | RATIONALE | TARGET | | Company performance measure | | | | FX-neutral revenue (threshold-only) | The CHCC believes that a minimum revenue threshold should be met before any cash incentive is paid. Once the minimum revenue threshold has been met, the Company financial performance component of the annual cash incentive payment is paid based on results in relation to the non-GAAP net income goal. | Threshold is set based primarily on the Company’s Board-approved budget for the year. | | Non-GAAP net income(2) | Non-GAAP net income is a key measure of short- and intermediate-term results for the Company given that it can be directly affected by the decisions of the Company’s management and provides a widely followed measure of financial performance. | Targets are set based primarily on the Company’s Board-approved budget for the year. | | Customer satisfaction improvement (kicker) | Improved customer satisfaction (CSAT) is expected to lead to revenue growth, and inclusion of the CSAT kicker confirms the Company’s focus on customers and key revenue-generating initiatives. The CSAT kicker can only apply if non-GAAP net income is at or above target. | Targets are set based on achievable and meaningful improvement to customer satisfaction surveys. | | Individual measure | | | | Individual performance | The CHCC believes that a portion of the compensation payable under this plan should be differentiated based on individual performance for which a review is conducted at the end of the year, including with respect to ESG factors. | • CEO’s assessment of the individual performance of the executive officers who are his direct reports while assessment of the CEO’s performance is made by the CHCC with input from the full Board. • In making its determination of the individual performance of each executive officer, the CHCC does not give any specific weighting to individual goals. • A modifier to individual performance is applied based on achievement of Company performance goals, regardless of individual goal achievement. The Company modifier will adjust the individual payout based on Company performance between a range of 80%-120%. For example, if the Company exceeded the FX-neutral revenue minimum performance threshold and total non- GAAP net income was 90% of the target performance threshold, then the individual performance component would be reduced by 10%. The base range of payouts for the individual performance component of the annual incentive plan is 0% to 200% of target, with potential upward modification of 20% when Company financial performance is at maximum. |

  53. 2023 Annual Cash Incentive Awards (eIP)

    (1) Both minimum FX-neutral revenue and minimum non-GAAP net income performance thresholds must be met in order for there to be any incentive payout based on Company performance or individual performance, with the payout level for Company financial performance component based on the amount of non-GAAP net income, and, if non-GAAP net income performance is at or above target, such payout level may be increased by the CSAT kicker. Non-GAAP net income excludes certain items, primarily stock-based compensation expense and related employer payroll taxes, amortization or impairment of acquired intangible assets, impairment of goodwill, amortization of the deferred tax asset associated with the realignment of the Company’s legal structure and related foreign exchange effects, significant gains or losses, transaction expenses from the acquisition or disposal of a business, certain gains or losses on investments and impacts of acquisitions or disposals of businesses. Non-GAAP net income is calculated quarterly, is publicly disclosed as part of our quarterly earnings releases, and is a basis of third-party analysts’ estimates of the Company’s results. Calculation Mechanics The eIP is designed to support a tight link between Company performance and any incentive payouts. The annual cash incentives payable for 2023 had an FX-neutral revenue threshold. If the minimum performance threshold is met, the Company uses total non-GAAP net income to determine the payout percentage of the Company financial performance component of the annual cash incentive (from 0% for below threshold to 50% at threshold to 200% for maximum performance). If non-GAAP net income performance is achieved at target level or higher, the Company’s performance relative to CSAT goals could increase the Company financial performance component of the payout (by up to 10%, bringing the payout to 220% for maximum performance with the maximum CSAT kicker). However, if non-GAAP net income performance is below target level, the CSAT kicker will not apply. 75% of each executive officer’s target opportunity under the eIP is based on the Company’s performance as described above and, to facilitate differentiation based on individual performance, the remaining 25% is based on individual performance. As discussed in more detail below, the CHCC considers many factors in determining the CEO’s individual performance but does not assign specific weighting to these factors. The CHCC consults with the CEO to similarly assess the individual performance of the other executive officers. Consistent with our commitment to aligning executive compensation with Company performance, the Company modifier will adjust the individual payout based on Company performance between a range of 80%-120%. For example, if the Company exceeded the FX-neutral revenue minimum performance threshold and total non-GAAP net income was 90% of the target performance threshold, then the individual performance component would be reduced by 10%. The base range of payouts for the individual performance component of the annual incentive plan is 0% to 200% of target, with potential upward or downward modification of 20% based on Company financial performance (bringing the individual component up to 240% for maximum individual performance and maximum Company financial performance). Individual Performance With respect to individual performance, our CEO presents the CHCC with his assessment of the individual performance of the executive officers who are his direct reports and recommends a bonus payout percentage for the individual performance component of the annual incentive plan based on his assessment. The CHCC reviews his assessments and payout recommendations, along with the scorecard evaluation and makes a subjective determination of the level of individual performance and payouts for each of those executive officers. In addition, the CHCC (with input from the Chair of the Board and other independent members of the Board) makes a subjective determination of the individual performance of the CEO. In making its determination of the individual performance of each executive officer, the CHCC does not give any specific weighting to individual goals. For 2023, the executive team set team goals related to our sustainability and DE&I initiatives, including relating to diversity representation, inclusion and belonging, recommerce and carbon emissions, and success against these goals was a factor considered in the CHCC’s subjective assessment of individual performance. 2023 Performance and Payouts We discuss the financial goals for the 2023 eIP performance period and corresponding performance results above in the “Executive Summary.” The financial performance goals were set in early 2023 based primarily on the Company’s budget for the year, at which time the CHCC believed that achievement of the target Company financial performance goals would be challenging based on macroeconomic headwinds and our internal forecasts at the time, including anticipated continued impacts of inflationary pressure and lower consumer confidence. In early 2024, the CHCC reviewed the financial results under the eIP, which were above threshold. As part of its review of the Company’s financial performance against the annual cash incentive plan targets and in accordance with its authority under the eIP, the CHCC considered whether the impact of any significant corporate events not contemplated at the time the targets were set should lead to an adjustment of any of the performance results. The CHCC determined that it was appropriate to adjust non-GAAP net income performance for certain unforeseen impacts—interest income driven by rising interest rates and certain additional investment approved by the Board, as well as the impact of certain unplanned, one-time litigation expense—which resulted in a net downward adjustment. Accordingly, the Company financial performance component was certified by the CHCC at 174% of target for all NEOs. This Company financial performance achievement also resulted in a 20% upward modification of the individual performance component under the eIP. While the Company saw improved CSAT performance in 2023, the CSAT performance results were below target, so the CSAT kicker was not factored into the Company performance component. The CHCC considered the factors listed above when assessing Mr. Iannone’s individual performance. Mr. Iannone’s individual component of the annual cash incentive was established at 120% of target and was modified upward by 20% as a result of the above-target Company financial performance component. Mr. Iannone’s total earned annual incentive award for 2023, including the Company financial component and the individual component, was 167% of target. For the other NEOs, the individual performance component was recommended to the CHCC by Mr. Iannone based on his assessment of each executive’s performance using the scorecard factors described above, which the CHCC reviewed and approved. The earned annual incentive award for each of our NEOs for 2023 was as follows:

  54. 2023 Annual Cash Incentive Awards (eIP)

    | NAME | ANNUAL CASH INCENTIVE TARGET AS PERCENTAGE OF BASE SALARY | ANNUAL CASH INCENTIVE AWARD FOR 2023 | COMPANY PERFORMANCE PAYOUT % | PERFORMANCE PAYOUT AS % OF TARGET | | Mr. Iannone | 200% | $3,330,000 | 174% | 167% | | Mr. Priest | 100% | $1,320,000 | 174% | 165% | | Mr. Boone | 75% | $842,906 | 174% | 166% | | Ms. Loeger | 75% | $905,625 | 174% | 173% | | Mr. Garcia | 75% | $842,906 | 174% | 166% |

  55. Role of Consultants in Compensation Decisions

    Role of Consultants in Compensation Decisions Pay Governance serves as the CHCC’s independent compensation consultant. It provides the CHCC with advice and resources to help the CHCC assess the effectiveness of the Company’s executive compensation strategy and programs. Pay Governance reports directly to the CHCC, and the CHCC has the sole power to terminate or replace Pay Governance at any time. As part of its engagement, the CHCC has directed Pay Governance to work with our Senior Vice President, Chief People Officer and other members of management to obtain information necessary for Pay Governance to form recommendations and evaluate management’s recommendations to the CHCC. Pay Governance also meets with the CHCC during its regular meetings, in executive session (where no members of management are present), and with the CHCC chair and other members of the CHCC outside of the CHCC’s regular meetings. As part of its engagement in 2023, Pay Governance provided a market overview of executive compensation, evaluated the Company’s peer group composition, evaluated compensation levels at the peer group companies, assessed and proposed equity and cash compensation guidelines for various executive job levels, assessed compensation for the Company’s executive officers, advised on the framework for the Company’s long-term incentive awards, and assessed Board compensation. Pay Governance also provided guidance to the CHCC with respect to recent regulatory developments regarding executive compensation, including pay versus performance disclosure and clawback policies. Pay Governance does not provide any other services to the Company.

  56. Compensation Consultant Conflict of Interest Assessment

    Compensation Consultant Conflict of Interest Assessment The CHCC recognizes that it is essential to receive objective advice from its compensation advisors. To that end, the CHCC closely examines the procedures and safeguards that its compensation advisor takes to ensure that its services are objective. The CHCC has assessed the independence of Pay Governance pursuant to SEC rules and concluded that Pay Governance is independent pursuant to SEC and Nasdaq rules and Pay Governance’s work for the CHCC does not raise any conflict of interest.

  57. Peer Group Considerations

    Peer Group Considerations To set total compensation guidelines, we review market data of companies that are comparable to eBay and that we believe compete with eBay for executive talent, business and capital. We review both specific data from peer group companies’ public filings and general industry data for comparable technology companies that are included in proprietary third-party surveys. We believe that it is necessary to consider this market data in making compensation decisions to attract and retain talent. We also recognize that, at the executive level, we compete for talent against larger global companies, as well as smaller, non-public companies. To assess whether the peer group continues to reflect the markets in which we compete for executive talent, the CHCC reviews and approves the peer group each year with the assistance of Pay Governance. In deciding whether a company should be included in the peer group, the CHCC generally considers the following criteria: • revenue; • market value; • historical growth rates; • primary line of business; • whether the company has a recognizable and well-regarded brand; and whether we compete with the company for talent. For each member of the peer group, one or more of the factors listed above was relevant to the reason for inclusion in the group, and, similarly, one or more of these factors may not have been relevant to the reason for inclusion in the group. The CHCC evaluates the Company’s peer group on an annual basis with the assistance of Pay Governance. No changes were made to the peer group for 2023, which continued to consist of the following companies: In 2023, after considering the factors listed above, and with the assistance of Pay Governance, the CHCC determined to refresh the Company’s peer group for 2024, including making the following changes:

  58. Severance Arrangements Outside of a Change in Control

    Severance Arrangements Outside of a Change in Control Our SVP and Above Standard Severance Plan, as amended and restated (the “Standard Severance Plan”), together with the award agreements for our various forms of equity awards, cover officers employed as a senior vice president or in a more senior position, and generally provide severance protection outside of a change in control period if a participant is terminated without cause and signs and does not revoke a waiver of claims against the Company. Messrs. Iannone, Priest, Boone and Garcia and Ms. Loeger participate in the Standard Severance Plan. For Mr. Iannone, the Standard Severance Plan also covers his resignation for good reason and provides enhanced benefits for the role of CEO. Additional termination benefits in connection with our NEOs’ PBSO awards are also provided upon a qualifying termination under the Standard Severance Plan or upon the officer’s death or disability.

  59. Severance Arrangements in Connection with a Change in Control

    Severance Arrangements in Connection with a Change in Control The Company has not entered into any arrangements with any of its NEOs to provide “single trigger” severance payments upon a change in control. The Company’s equity incentive plans generally provide for the acceleration of vesting of awards granted under the plans upon a change in control only if the acquiring entity does not agree to assume or continue the awards. These provisions generally apply to all holders of awards under the equity incentive plans. The Company’s Change in Control Severance Plan for Key Employees, as amended and restated (the “Change in Control Severance Plan”), together with the award agreements for our various forms of equity awards, provide severance protection for executives at the level of VP or in a more senior position in connection with a change in control if a participant is terminated without cause or resigns for good reason and signs and does not revoke a waiver of claims against the Company. Messrs. Iannone, Priest, Boone and Garcia and Ms. Loeger participate in the Change in Control Severance Plan. Certain payments under the Change in Control Severance Plan are reduced by any similar severance payments made under the Company’s other severance plan or agreement, including the Standard Severance Plan. Additional termination benefits in connection with our NEOs’ PBSO awards are also provided upon a change in control. Please see “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below for further information regarding the Standard Severance Plan, the Change in Control Severance Plan, and other termination protections described in this “Severance and Change in Control Arrangements with Executive Officers and Clawbacks” section.

  60. Clawbacks

    Clawbacks In 2014, the CHCC adopted a clawback policy that covers each officer employed as a Vice President or in a more senior position and applies to incentive compensation, which includes any cash incentive award, equity award, or equity-based award paid or awarded to any covered employee during the period in which he or she is designated as a covered employee. For all covered employees, the occurrence of either of the following events is covered: (a) an action or omission by the covered employee that constitutes a material violation of the Company’s Code of Business Conduct and Ethics or (b) an action or omission by the covered employee that results in material financial or reputational harm to the Company. In addition, for covered employees that are employed as a Senior Vice President or in a more senior position or a Vice President who is a member of the finance function, the following event is also covered: a material restatement of all or a portion of the Company’s financial statements that is the result of a supervisory or other failure by the covered employee. Under the clawback policy, the CHCC has the authority and discretion to determine whether an event covered by the policy has occurred and, depending on the facts and circumstances, may (but need not) require the full or partial forfeiture and/or repayment of any incentive compensation covered by the policy that was paid or awarded to a covered employee. The forfeiture and/or repayment may include all or any portion of the following: • Any incentive compensation that is greater than the amount that would have been paid to the covered employee had the covered event been known; • Any outstanding or unpaid incentive compensation, whether vested or unvested, that was awarded to the covered employee; and • Any incentive compensation that was paid to or received by the covered employee (including gains realized through the exercise of stock options) during the twelve-month period preceding the date on which the Company had actual knowledge of the covered event or the full impact of the covered event was known, or such longer period of time as may be required by any applicable statute or government regulation. Additionally, in 2023 the CHCC adopted a supplemental clawback policy, effective as of December 1, 2023, that complies with the new SEC rules under the Dodd-Frank Act and the applicable Nasdaq listing rules. The supplemental clawback policy covers our “executive officers,” as defined in Section 16 of the Exchange Act (including each of our NEOs), and generally requires (subject to certain exceptions) that the Company claw back certain incentive-based compensation erroneously awarded as a result of financial restatements and includes both “material restatements” and “little r” restatements (restatements of financials for a prior period to correct an error that would otherwise result in a material misstatement in the current period, even though the error is immaterial as to financials of the past period when it was reported). The supplemental clawback policy is filed with the SEC as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  61. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table, footnotes, and narrative summarize the total compensation earned by each of our NEOs for the fiscal year ended December 31, 2023 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal years ended December 31, 2022 and 2021.

  62. 2023 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION (a) | YEAR (b) | SALARY ($) (c) | BONUS ($) (d) | STOCK AWARDS ($) (e) | OPTION AWARDS ($) (f) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (g) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) (h) | ALL OTHER COMPENSATION ($) (i) | TOTAL ($) | | Jamie Iannone President and Chief Executive Officer (“CEO”) | 2023 | 1,000,000 | — | 12,904,448 | 4,141,196 | 3,330,000 | — | 185,025 | 21,560,669 | | | 2022 | 1,000,000 | — | 10,103,040 | 3,747,722 | 1,722,000 | — | 377,563 | 16,950,325 | | | 2021 | 1,000,000 | 1,500,000 | 15,000,111 | — | 4,050,000 | — | 134,991 | 21,685,102 | | Steve Priest Senior Vice President, Chief Financial Officer (“CFO”) | 2023 | 800,000 | — | 4,979,143 | 1,577,614 | 1,320,000 | — | 50,327 | 8,727,085 | | | 2022 | 788,462 | 1,750,000 | 4,209,628 | 1,561,565 | 662,308 | — | 433,958 | 9,405,920 | | | 2021 | 389,423 | 2,250,000 | 9,832,329 | — | 817,789 | — | 238,433 | 13,527,975 | | Cornelius Boone Senior Vice President, Chief People Officer | 2023 | 675,000 | 380,000 | 3,064,104 | 986,006 | 842,906 | — | 26,566 | 5,974,582 | | | 2022 | 668,077 | 830,000 | 2,357,411 | 874,473 | 431,411 | — | 180,738 | 5,342,110 | | | 2021 | 582,981 | 2,300,000 | 6,508,553 | — | 767,349 | — | 171,611 | 10,330,494 | | Julie Loeger Senior Vice President, Chief Growth Officer | 2023 | 700,000 | 500,000 | 3,805,581 | 1,232,517 | 905,625 | — | 27,665 | 7,171,388 | | | 2022 | 688,462 | 800,000 | 2,806,419 | 1,041,077 | 487,947 | — | 167,431 | 5,991,336 | | | 2021 | 625,000 | 1,250,000 | 7,223,993 | — | 984,375 | — | 216,984 | 10,300,352 | | Eddie Garcia Senior Vice President, Chief Product Officer | 2023 | 675,000 | 2,250,000 | 3,918,664 | 1,232,517 | 842,906 | — | 19,050 | 8,938,137 | | | 2022 | 467,308 | 2,666,500 | 6,560,035 | 1,030,789 | 294,404 | — | 2,484 | 11,021,520 |

  63. 2023 Summary Compensation Table

    (1) Mr. Garcia became an NEO in fiscal 2022.

  64. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table, footnotes, and narrative set forth certain information regarding grants of plan-based awards to each of our NEOs for the fiscal year ended December 31, 2023.

  65. 2023 Grants of Plan-Based Awards

    | | APPROVAL DATE (b) | GRANT DATE (c) | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(j) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/Sh)(l) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(m) | | NAME (a) | | | THRESHOLD ($)(d) | TARGET ($)(e) | MAXIMUM ($)(f) | THRESHOLD (#)(g) | TARGET (#)(h) | MAXIMUM (#)(i) | | | | | Mr. Iannone | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 750,000 | 1,500,000 | 3,300,000 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 500,000 | 1,200,000 | — | — | — | — | — | — | | PBSO (2023-2025 Perf. Period) | 3/30/2023 | 4/1/2023 | — | — | — | 160,105 | 320,210 | 640,420 | — | 44.37 | 4,141,196 | | PBRSUs (2022-2024 Performance Period) | 3/31/2022 | 1/1/2023 | — | — | — | 15,655 | 43,336 | 114,840 | — | — | 1,767,242 | | PBRSUs (2023-2025 Performance Period) | 3/30/2023 | 4/1/2023 | — | — | — | 22,478 | 62,223 | 164,891 | — | — | 2,854,791 | | RSUs | 3/30/2023 | 4/1/2023 | — | — | — | — | — | — | 186,667 | — | 8,282,415 | | Mr. Priest | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 300,000 | 600,000 | 1,320,000 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 200,000 | 480,000 | — | — | — | — | — | — | | PBSO (2023-2025 Perf. Period) | 3/30/2023 | 4/1/2023 | — | — | — | 60,993 | 121,986 | 243,970 | — | 44.37 | 1,577,614 | | PBRSUs (2022-2024 Performance Period) | 3/31/2022 | 1/1/2023 | — | — | — | 6,523 | 18,057 | 47,851 | — | — | 736,364 | | PBRSUs (2023-2025 Performance Period) | 3/30/2023 | 4/1/2023 | — | — | — | 8,563 | 23,704 | 62,816 | — | — | 1,087,540 | | RSUs | 3/30/2023 | 4/1/2023 | — | — | — | — | — | — | 71,112 | — | 3,155,239 | | Mr. Boone | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 189,844 | 379,687 | 835,312 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 126,562 | 303,750 | — | — | — | — | — | — | | PBSO (2023-2025 Perf. Period) | 3/30/2023 | 4/1/2023 | — | — | — | 38,121 | 76,241 | 152,481 | — | 44.37 | 986,006 | | PBRSUs (2022-2024 Performance Period) | 3/31/2022 | 1/1/2023 | — | — | — | 3,653 | 10,112 | 26,797 | — | — | 412,367 | | PBRSUs (2023-2025 Performance Period) | 3/30/2023 | 4/1/2023 | — | — | — | 5,352 | 14,815 | 39,260 | — | — | 679,712 | | RSUs | 3/30/2023 | 4/1/2023 | — | — | — | — | — | — | 44,445 | — | 1,972,025 | | Ms. Loeger | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 196,875 | 393,750 | 866,250 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 131,250 | 315,000 | — | — | — | — | — | — | | PBSO (2023-2025 Perf. Period) | 3/30/2023 | 4/1/2023 | — | — | — | 47,651 | 95,302 | 190,602 | — | 44.37 | 1,232,517 | | PBRSUs (2022-2024 Performance Period) | 3/31/2022 | 1/1/2023 | — | — | — | 4,349 | 12,038 | 31,901 | — | — | 490,910 | | PBRSUs (2023-2025 Performance Period) | 3/30/2023 | 4/1/2023 | — | — | — | 6,690 | 18,519 | 49,075 | — | — | 849,652 | | RSUs | 3/30/2023 | 4/1/2023 | — | — | — | — | — | — | 55,556 | — | 2,465,020 | | Mr. Garcia | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 189,844 | 379,687 | 835,312 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 126,562 | 303,750 | — | — | — | — | — | — | | PBSO (2023-2025 Perf. Period) | 3/30/2023 | 4/1/2023 | — | — | — | 47,651 | 95,302 | 190,602 | — | 44.37 | 1,232,517 | | PBRSUs (2022-2024 Performance Period) | 3/31/2022 | 1/1/2023 | — | — | — | 5,350 | 14,811 | 39,249 | — | — | 603,993 | | PBRSUs (2023-2025 Performance Period) | 3/30/2023 | 4/1/2023 | — | — | — | 6,690 | 18,519 | 49,075 | — | — | 849,652 | | RSUs | 3/30/2023 | 4/1/2023 | — | — | — | — | — | — | 55,556 | — | 2,465,020 |

  66. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table and footnotes set forth certain information regarding outstanding equity awards for each of our NEOs as of December 31, 2023.

  67. 2023 Outstanding Equity Awards at Fiscal Year-End

    | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE (1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#)(2) | OPTION EXERCISE PRICE ($) | OPTION GRANT DATE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) | STOCK GRANT DATE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(4) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(3) | | Mr. Iannone | | | | | | | 109,809(5) | 4,789,869 | 4/1/2021 | | | | | | | | | | | 15,183(7) | 662,282 | 5/7/2020 | | | | | | | | | | | 29,710(8) | 1,295,950 | 4/1/2021 | | | | | | | | | | | 73,130(9) | 3,189,931 | 4/1/2022 | | | | | | | | | | | 151,667(10) | 6,615,715 | 4/1/2023 | | | | | | | | | | | | | 4/1/2022 | 344,524 | 15,028,130 | | | | | | | | | | | 4/1/2023 | 494,668 | 21,577,399 | | | — | 222,946(11) | 111,471 | 57.71 | 4/1/2022 | 4/1/2032 | | | | | | | | — | 320,210(12) | 160,105 | 44.37 | 4/1/2023 | 4/1/2033 | | | | | | | Mr. Priest | | | | | | | 46,666(5) | 2,035,571 | 7/15/2021 | | | | | | | | | | | 17,677(13) | 771,071 | 7/15/2021 | | | | | | | | | | | 30,471(9) | 1,329,145 | 4/1/2022 | | | | | | | | | | | 57,779(10) | 2,520,320 | 4/1/2023 | | | | | | | | | | | | | 4/1/2022 | 143,553 | 6,261,788 | | | | | | | | | | | 4/1/2023 | 188,447 | 8,220,049 | | | — | 92,895(11) | 46,446 | 57.71 | 4/1/2022 | 4/1/2032 | | | | | | | | — | 121,986(12) | 60,992 | 44.37 | 4/1/2023 | 4/1/2033 | | | | | | | Mr. Boone | | | | | | | 18,756(6) | 818,137 | 4/1/2021 | | | | | | | | | | | 10,150(14) | 442,743 | 3/15/2021 | | | | | | | | | | | 9,101(15) | 396,986 | 4/1/2022 | | | | | | | | | | | 36,112(10) | 1,575,205 | 4/1/2023 | | | | | | | | | | | | | 4/1/2022 | 80,390 | 3,506,629 | | | | | | | | | | | 4/1/2023 | 117,779 | 5,137,531 | | | — | 52,021(11) | 26,010 | 57.71 | 4/1/2022 | 4/1/2032 | | | | | | | | | 76,241(12) | 38,120 | 44.37 | 4/1/2023 | 4/1/2033 | | | | | | | Ms. Loeger | | | | | | | 8,185(16) | 357,030 | 2/15/2021 | | | | | | | | | | | 15,347(16) | 669,436 | 2/15/2021 | | | | | | | | | | | 15,125(6) | 659,753 | 4/1/2021 | | | | | | | | | | | 10,834(15) | 472,579 | 4/1/2022 | | | | | | | | | | | 45,139(10) | 1,968,963 | 4/1/2023 | | | | | | | | | | | | | 4/1/2022 | 95,702 | 4,174,526 | | | | | | | | | | | 4/1/2023 | 147,223 | 6,421,885 | | | — | 61,932(11) | 30,963 | 57.71 | 4/1/2022 | 4/1/2032 | | | | | | | | — | 95,302(12) | 47,650 | 44.37 | 4/1/2023 | 4/1/2033 | | | | | | | Mr. Garcia | | | | | | | 27,771(17) | 1,211,371 | 5/15/2022 | | | | | | | | | | | 40,394(18) | 1,761,986 | 5/15/2022 | | | | | | | | | | | 45,139(10) | 1,968,963 | 4/1/2023 | | | | | | | | | | | | | 5/15/2022 | 117,750 | 5,136,259 | | | | | | | | | | | 4/1/2023 | 147,223 | 6,421,885 | | | — | 73,549(11) | 36,774 | 46.65 | 5/15/2022 | 5/15/2032 | | | | | | | | — | 95,302(12) | 47,650 | 44.37 | 4/1/2023 | 4/1/2033 | | | | | |

  68. 2023 Outstanding Equity Awards at Fiscal Year-End

    (1) In accordance with the SEC executive compensation disclosure rules, represents the PBSOs earned at the target performance level (achievement of the second performance goal) under each of the 2022-2024 and 2023-2025 PBSO awards. (2) In accordance with the SEC executive compensation disclosure rules, represents the estimated future award of PBSOs at the achievement of the third performance goal under each of the 2022-2024 and 2023-2025 PBSO awards. (3) Market Value is calculated based on a price per share of $43.62, which was the closing price of our common stock on December 29, 2023. (4) In accordance with the SEC executive compensation disclosure rules, except as otherwise noted, represents the estimated number of PBRSUs that would be earned at the maximum performance level under each of the 2022-2024 and 2023-2025 PBRSU awards. 100% of any earned 2022-2024 PBRSUs will vest on March 15, 2025, and 100% of any earned 2023-2025 PBRSUs will vest on March 15, 2026. (5) Earned in connection with achievement of the 2021-2022 PBRSU performance period, with 100% vesting on March 15, 2024. Earned in connection with achievement of the 2021-2022 PBRSU performance period, with 50% vesting on March 15, 2023, and 50% vesting on March 15, 2024. RSUs granted in 2020, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on May 7, 2024. (8) RSUs granted in 2021, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2025. (9) RSUs granted in 2022, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2026. (10) RSUs granted in 2023, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on March 15, 2027. (11) Earned in connection with achievement of performance goals under the 2022-2024 PBSO awards, with time-based vesting over three years, with 66.7% vesting on March 15, 2024 and 33.3% vesting on March 15, 2025. (12) Earned in connection with achievement of performance goals under the 2023-2025 PBSO awards, with time-based vesting over three years, with 33.3% vesting on March 15, 2024 and 33.3% vesting annually thereafter, with final vest on March 15, 2026. (13) RSUs granted in 2021, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on July 15, 2025. (14) RSUs granted in 2021, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on March 15, 2025. (15) RSUs granted in 2022, vesting over three years with 10% vesting quarterly in the first two years and 5% vesting quarterly in the final year, with final vest on March 15, 2025. (16) RSUs granted in 2021, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on February 15, 2025. (17) RSUs granted in 2022, vesting over four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter, with final vest on May 15, 2026. (18) RSUs granted in 2022, vesting over three years with 33% vesting on the first anniversary of the grant date and 8.33% vesting quarterly thereafter, with final vest on May 15, 2025.

  69. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table and footnotes set forth the number of shares acquired and the value realized upon exercise of stock options and the vesting of RSUs and PBRSUs for each of our NEOs for the fiscal year ended December 31, 2023.

  70. 2023 Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | Mr. Iannone | — | — | 592,671 | 24,724,539 | | Mr. Priest | — | — | 58,620 | 2,627,293 | | Mr. Boone | — | — | 60,877 | 2,558,882 | | Ms. Loeger | — | — | 58,814 | 2,541,578 | | Mr. Garcia | — | — | 67,475 | 2,975,510 |

  71. 2023 Option Exercises and Stock Vested

    (1) Value realized on vesting of stock awards is based on the fair market value of our common stock on the vesting date and does not reflect actual proceeds received.

  72. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table, footnotes, and narrative set forth our payment obligations pursuant to the compensation arrangements for our NEOs, under the circumstances described below, assuming that their employment was terminated or a change in control occurred on December 31, 2023.

  73. Potential Payments Upon Termination or Change in Control

    | NAME | VOLUNTARY TERMINATION ($)(a) | CHANGE IN CONTROL ($)(b) | INVOLUNTARY TERMINATION OUTSIDE OF A CHANGE IN CONTROL ($)(c)(1)(2) | INVOLUNTARY TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL ($)(d)(1) (2) | DEATH OR DISABILITY ($)(e)(2) | | Mr. Iannone | — | — | 36,154,374 | 41,716,429 | 30,634,678 | | Mr. Priest | — | — | 12,786,380 | 17,498,747 | 12,250,535 | | Mr. Boone | — | — | 7,183,630 | 10,178,318 | 6,608,715 | | Ms. Loeger | — | — | 8,477,073 | 12,140,574 | 8,269,740 | | Mr. Garcia | — | — | 8,556,355 | 13,257,457 | 9,231,053 |

  74. Potential Payments Upon Termination or Change in Control

    (1) With respect to Mr. Iannone, an involuntary termination includes a termination without cause or resignation for good reason. With respect to Mr. Priest, Mr. Boone, Ms. Loeger, and Mr. Garcia, under the Standard Severance Plan, an involuntary termination includes only a termination without cause, and under the Change in Control Severance Plan, an involuntary termination in connection with a change in control includes termination without cause or resignation for good reason. (2) For each NEO, equity elements were calculated using the following assumptions: The values for RSUs were calculated by multiplying the number of unvested RSUs held by the applicable NEO and subject to acceleration, by the closing price per share of our common stock on December 29, 2023, which was $43.62. The values for PBRSUs were calculated based on target share payout amounts for ongoing performance periods for unvested PBRSUs held by the applicable NEO, except that, in cases where the performance period has ended, the final expected payout was used. This number of unvested PBRSUs (adjusted based on the expected payout) was then multiplied by the closing price per share of our common stock on December 29, 2023, which was $43.62. No value was included for the PBSOs held by the NEOs, as the closing price per share of our common stock on December 29, 2023 was less than the exercise price per share for each of the outstanding PBSOs. Please refer to the “2023 Outstanding Equity Awards at Fiscal Year-End” table above for the number of outstanding options held by each of our NEOs for which no value was attributed in this table.

  75. Change in Control (Column (b))

    | NAME | ACCELERATION VALUE OF ALL OUTSTANDING EQUITY AWARDS AS OF 12/31/23 ($) | | Mr. Iannone | 33,590,902 | | Mr. Priest | 13,373,221 | | Mr. Boone | 7,224,970 | | Ms. Loeger | 9,040,047 | | Mr. Garcia | 10,252,891 |

  76. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, we are providing the following disclosure about the relationship of the median of the annual total compensation of our employees to the annual total compensation of Mr. Iannone, 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 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 total 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 total compensation package.

  77. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis” above.

  78. Pay Versus Performance

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) | SUMMARY COMPENSATION TABLE TOTAL FOR PRIOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(2) | COMPENSATION ACTUALLY PAID TO PRIOR PEO | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs(1) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(3) | | NET INCOME ($M) | COMPANY SELECTED MEASURE: FX- NEUTRAL REVENUE ($M)(4) | | | | | | | | | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN | | | | 2023 | $21,560,669 | N/A | $24,813,140 | N/A | $7,702,798 | $8,603,146 | $129.19 | $219.40 | $2,767 | $10,060 | | 2022 | $16,950,325 | N/A | $(18,130,627) | N/A | $8,547,469 | $673,193 | $120.01 | $139.00 | $(1,269) | $10,115 | | 2021 | $21,685,102 | N/A | $45,448,713 | N/A | $12,005,041 | $10,293,743 | $188.89 | $193.58 | $13,608 | $10,232 | | 2020 | $34,835,839 | $42,798,223 | $47,240,184 | $16,181,647 | $8,031,459 | $18,418,381 | $141.16 | $143.89 | $5,667 | $8,868 |

  79. Pay Versus Performance

    (1) The Principal Executive Officer (“PEO”) and other NEOs (the “Non-PEO NEOs”) for the applicable years were as follows: • 2023: Mr. Iannone served as our PEO, and Messrs. Priest, Boone and Garcia and Ms. Loeger served as the Non-PEO NEOs. • 2022: Mr. Iannone served as our PEO, and Messrs. Priest, Boone, Garcia and Thompson and Ms. Loeger served as the Non-PEO NEOs. Mr. Thompson’s employment with the Company terminated on April 29, 2022. • 2021: Mr. Iannone served as our PEO and Messrs. Priest, Boone, Thompson and Cring and Mses. Loeger and Yetto served as the Non-PEO NEOs. Mr. Cring’s and Ms. Yetto’s employment with the Company terminated on October 15, 2021 and March 16, 2021, respectively. 2020: Mr. Iannone served as our PEO, Mr. Schenkel served as our prior PEO, and Messrs. Cring, Lee and Thompson and Mses. Yetto and Jones served as the Non-PEO NEOs. Mr. Schenkel’s and Ms. Jones’s employment with the Company terminated on June 19, 2020 and December 16, 2020, respectively. The dollar amounts reported are the amounts of total compensation reported for Mr. Iannone for each corresponding year in the “Total” column of the Summary Compensation Table. (2) The 2023 Summary Compensation Table totals reported for our PEO and the average of the Non-PEO NEOs as a group for each year were subject to the following equity award adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid” using the methodology described below:

  80. Pay Versus Performance

    | | 2023 | | | | PEO | AVERAGE FOR OTHER NEOs | | Summary Compensation Table Total | $21,560,669 | $7,702,798 | | Adjustments | | | | Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table | $(17,045,644) | $(5,199,037) | | Increase/deduction for the Inclusion of Rule 402(v) Equity Values(*): | | | | Year End Fair Value of Equity Awards Granted During the Year | $17,907,625 | $5,476,937 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | $(331,984) | $(129,572) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | $1,539,183 | $467,253 | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | $497,878 | $96,440 | | Fair Value at the End of the Prior Year of Equity Awards that Failed.to Meet Vesting Conditions in the Year | $0 | $0 | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $685,413 | $188,327 | | Total | $20,298,115 | $6,099,385 | | COMPENSATION ACTUALLY PAID | $24,813,140 | $8,603,146 |

  81. Pay Versus Performance

    (*) Compensation Actually Paid (“CAP”) excludes the Stock Awards and Option Awards columns from the relevant fiscal year’s Summary Compensation Table total. The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The Rule 402(v) Equity Values reflect the aggregate of the following components, as applicable: (i) the fair value as of the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less the fair value at the end of the prior year of awards granted prior to the listed fiscal year that failed to meet applicable vesting conditions during the listed fiscal year and (iv) the value of dividend equivalents paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant or the Company’s approach to valuation employed in its financial statements. For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this Proxy Statement above.

  82. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures • Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Cumulative TSR. The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group. Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Net Income. The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income. • Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s FX-Neutral Revenue. The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s FX-neutral revenue.