DEF 14A of Ebay Inc, Apr 30, 2025

DEF 14A of Ebay Inc

Filed Apr 30, 2025 · FY20240001104659-25-042545

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | NOMINEE | AFFILIATION | AGE | DIRECTOR SINCE | COMMITTEES | | | | | OTHER PUBLIC COMPANY BOARDS | | | | | | AC | CHCC | CGNC | RC | TC | | | Adriane M. Brown Managing Partner, Flying Fish Ventures | IND | 66 | 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 | 48 | 2022 | | | | | | • None | | Logan D. Green Venture Partner, Autotech Ventures | IND | 41 | 2016 | | | | | | • Lyft, Inc. (since 2019) | | E. Carol Hayles Former Chief Financial Officer, CIT Group, Inc. | IND | 64 | 2020 | | | | | | • Webster Financial Corporation (since 2018) | | Jamie Iannone President and Chief Executive Officer, eBay Inc. | eBay | 52 | 2020 | | | | | | • None | | Shripriya Mahesh General Partner, Spero Ventures | IND | 51 | 2023 | | | | | | • Sundaram Brake Linings Ltd (since 2020) | | William D. Nash President and Chief Executive Officer, CarMax, Inc. | IND | 56 | 2024 | | | | | | • CarMax, Inc. (since 2016) | | Paul S. Pressler Chair of the eBay Board; Operating Advisor, Clayton, Dubilier & Rice | IND | 68 | 2015 | | | | | | • None | | Zane Rowe Chief Financial Officer, Workday, Inc. | IND | 54 | 2024 | | | | | | • None | | Mohak Shroff Head of Engineering, LinkedIn | IND | 46 | 2020 | | | | | | • None | | Perry M. Traquina Former Chairman and CEO, Wellington Management Company | IND | 69 | 2015 | | | | | | • Morgan Stanley (since 2015) • The Allstate Corporation (since 2016) |

  3. Director Nominees

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

  4. Director Nominees

    | | Committee Chair | | Member |

  5. Director Nominees

    | 2025 Proxy Statement 5 |

  6. Director Experience and Qualifications

    Director Experience and Qualifications The matrix below highlights some of the key experience, skills and attributes that we seek in our director nominees in light of the Company’s business and strategy. This matrix does not encompass all experiences, qualifications, skills or attributes of our director nominees. For more information on the qualifications that each director nominee brings to our Board, see “Proposal 1: Election of Directors—Director Nominees” below. For more information on the experience, skills and attributes listed in the matrix, see “Corporate Governance—Board Composition and Independence—Director Selection Principles” below.

  7. Director Experience and Qualifications

    | | PRESSLER | TRAQUINA | GREEN | BROWN | IANNONE | HAYLES | SHROFF | CHENNAPRAGADA | MAHESH | ROWE | NASH | | Key Experience and Skills | | | | | | | | | | | | | Technology | | | | | | | | | | | | | E-Commerce/ Retail | | | | | | | | | | | | | Strategy | | | | | | | | | | | | | Investment/ Finance | | | | | | | | | | | | | Leadership | | | | | | | | | | | | | Entrepreneurship | | | | | | | | | | | | | Transactions/ M&A | | | | | | | | | | | | | Product, Marketing and Media | | | | | | | | | | | | | Management | | | | | | | | | | | | | Cybersecurity | | | | | | | | | | | | | | 6+ Years | | | | 3-5 Years | | | | 0-2 Years | | |

  8. Executive Compensation Highlights

    Executive Compensation Highlights The objectives of our executive compensation program are to:

  9. Executive Compensation Highlights

    | Align compensation with our business objectives, performance and stockholder interests | Motivate executive officers to enhance short-term results and long-term stockholder value | Position us competitively among the companies against which we recruit and compete for talent | Enable us to attract, reward and retain executive officers and other key employees who contribute to our long-term success |

  10. Executive Compensation Highlights

    The following is a selection of notable highlights of our executive compensation program.

  11. Executive Compensation Highlights

    | How We Pay Our CEO | This graphic illustrates the predominance of equity incentives and performance-based components in Mr. Iannone’s 2024 target pay mix. Mr. Iannone’s compensation is highly weighted to Company performance. Over 95% of his 2024 target pay mix is based on Company performance goals or is otherwise subject to Company stock price performance. | | | Compensation Practices | We align executive compensation with the interests of our stockholders by emphasizing pay-for-performance and weighting equity more heavily than cash in our total compensation mix, maintaining meaningful stock ownership requirements, and providing a majority of total compensation in the form of performance-based compensation. Our target pay mix significantly favors equity, including for Mr. Iannone, whose 2024 target pay mix consists of 86% equity and 14% salary and annual cash incentive. | | | | We promote a balance of short-term and long-term motivations through the design and administration of our compensation programs, including by having multiple performance measures, caps on incentive payments, overlapping long-term performance periods for performance-based restricted stock unit (“PBRSU”) awards and clawback policies that exceed Nasdaq and SEC requirements. We adhere to compensation best practices, with compensation benchmarked at or around the 50th percentile of our peer group, the engagement of an independent compensation consultant and limited perquisites for executive officers that are not available to all employees. | |

  12. Executive Compensation Highlights

    | WHAT WE DO | WHAT WE DON’T DO | | Align executive compensation with the interests of our stockholders • Pay-for-performance emphasized • Majority of total compensation comprises performance-based compensation • Equity/cash compensation mix significantly favors equity • Stock ownership guidelines | No tax gross-ups for change in control benefits No automatic “single trigger” acceleration of equity awards upon a change in control No repricing or buyout of underwater stock options without stockholder approval No hedging and pledging transactions for the Board or executive officers | | Avoid excessive risk-taking • Multiple performance measures, caps on incentive payments, and overlapping long-term performance periods for PBRSU awards • Clawback policies that exceed Nasdaq and SEC requirements | | | Adhere to compensation best practices • Target compensation at or around the 50th percentile of peer group • Independent compensation committee and compensation consultant • Limited perquisites for executive officers that are not available to all employees | |

  13. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  14. Board of Directors

    Board of Directors At the Annual Meeting, 11 directors will be elected to serve for a one-year term. We are seeking the election of 11 directors to our Board. Each of the nominees is currently a member of the Board, and each of the nominees has been elected previously by stockholders, except for Bill Nash, who joined the Board on September 18, 2024. Mr. Nash further enhances the Board’s composition with his significant experience in retail, ecommerce, and technology development. His experience as the CEO of CarMax deepens the knowledge and experience of our Board and will aid its focus on eBay’s sustainable long-term growth. Each of the nominees has consented to serving and being named as a nominee in this Proxy Statement and to serving as a director if elected. 10 of the 11 nominees are currently independent directors under the listing standards of Nasdaq and our Governance Guidelines of the Board (the “Governance Guidelines”). If elected at the Annual Meeting, each of the nominees will serve a one-year term until our 2026 Annual Meeting of Stockholders and will hold office until their successor is elected and qualified, or until their earlier death, resignation, retirement, or removal. Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. The Company has a resignation policy and bylaw provision that would apply to any nominee who does not receive the vote required for election. For more details, please see “Corporate Governance—Governance Policies and Practices—Majority Vote Standard for Election of Directors and—Director Resignation Provisions for Uncontested Elections.”

  15. Nomination Process

    Nomination Process Our Corporate Governance and Nominating Committee (“CGNC”) reviews potential director nominees from several sources, such as management and stockholder recommendations, and is authorized to retain consultants or search firms to identify potential director candidates. In 2024, our CGNC engaged a third-party search firm, Spencer Stuart, to assist in identifying and evaluating potential director candidates. Our CGNC and Board have evaluated each of the director nominees recommended by our Board against the factors and principles eBay uses to select director nominees. Based on this evaluation, our CGNC and Board have concluded that it is in the best interests of eBay and its stockholders for each of the proposed nominees to serve as a director of eBay. The Board believes that each of these nominees possesses the key experience and skills that the Board desires for eBay, has a strong track record of being responsible stewards of stockholders’ interests and brings extraordinarily valuable insight, perspective, and expertise to the Board. Additional reasons that the Board recommends supporting the election of the director nominees include: • All of the nominees have high-level managerial experience in complex organizations. • Each nominee has highly relevant professional experience as managers and leaders and across a variety of innovative fields relevant to eBay, such as the technology, ecommerce, finance, products and media fields. • The Board believes each nominee is an individual of high character and integrity and is able to contribute to strong board dynamics. • Each nominee has experience and expertise that complements the skill sets of the other nominees. • Each nominee is highly engaged and able to commit the time and resources needed to provide active oversight of eBay and its management. During 2024 our Board held five meetings, and each then-serving Board member attended at least 75% of the aggregate number of meetings of the Board and the committees on which that member served. • All of our nominees serve on two or fewer other public company boards except for one nominee who serves on three. None of our nominees who is currently an executive officer of a publicly-traded company serves on any other public company boards beyond eBay and the publicly-traded company where they serve as an executive officer. In addition to these attributes, in each nominee’s biography set forth below, we have highlighted specific experience, qualifications, and skills that led the Board to conclude that each individual should serve as a director of eBay. For additional information regarding the CGNC’s approach to Board refreshment and nominations, please see “Corporate Governance—Board Composition and Independence—Ongoing Assessment of Composition—Nominating Process.”

  16. Nomination Process

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

  17. Director Nominees

    Director Nominees

  18. Director Nominees

    | Adriane M. Brown Age: 66 Director Since: 2017 eBay Board Committees: • Compensation & Human Capital Committee, Chair • Corporate Governance & Nominating Committee Other Public Company Boards: • Axon Enterprise, Inc. (since 2020) • American Airlines Group, Inc. (since 2021) • KKR & Co. Inc. (since 2021) | 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. |

  19. Director Nominees

    | Aparna Chennapragada Age: 48 Director Since: 2022 eBay Board Committees: • Technology Committee Other Public Company Boards: None | Experience Ms. Chennapragada is Corporate Vice President of Generative AI at Microsoft Corporation, a multinational technology company. She has served in this role since October 2023, leading Microsoft’s AI-first creation experiences across Microsoft 365 and Microsoft Designer. She previously served as the Chief Product Officer at Robinhood, a financial services company that facilitates commission-free trades via a mobile application, from April 2021 to August 2022. Prior to that, Ms. Chennapragada was a Vice President and General Manager at Google, a multinational technology company, from July 2008 to April 2021. During her tenure with Google, she created and led products that applied artificial intelligence to reinvent Google Search for billions of users. Ms. Chennapragada previously served as a board member at Capital One from March 2018 to April 2021. She received her M.S. in Management & English at the Massachusetts Institute of Technology, her M.S. in Computer Science from the University of Texas—Austin and her Bachelor of Technology in Computer Science from the Indian Institute of Technology. Director Qualifications • Technology and E-Commerce/Retail Industries; Strategy; Leadership; Entrepreneurship; Product, Marketing and Media; Management; and Cybersecurity Experience: Technology expertise from executive roles with Google, Robinhood and Microsoft, including focus on artificial intelligence initiatives at Microsoft. |

  20. Director Nominees

    | Logan D. Green Age: 41 Director Since: 2016 eBay Board Committees: • Compensation & Human Capital Committee Other Public Company Boards: • Lyft, Inc. (since 2019) | Experience Mr. Green has been a Venture Partner at Autotech Ventures, a transportation-focused venture capital firm since July 2024. He has also served as Chair of the Board of Directors of Lyft, Inc., a rideshare company co-founded by Green, since April 2023, where he previously served as the Chief Executive Officer from 2012 until April 2023. Previously, Mr. Green co-founded Zimride (acquired by Enterprise Rent-A-Car) in 2007. Mr. Green received his B.A. in Business Economics from the University of California, Santa Barbara. Director Qualifications • Technology and E-Commerce/Retail Industries; Leadership; Transactions/M&A; Product, Marketing and Media; Management; Strategy; and Entrepreneurship Experience: Chair of the Board, Co-Founder and former CEO of Lyft, a publicly traded, peer-to-peer marketplace between drivers and riders that connects people through a platform leveraging innovative technology. |

  21. Director Nominees

    | E. Carol Hayles Age: 64 Director Since: 2020 eBay Board Committees: • Audit Committee, Chair • Corporate Governance & Nominating Committee Other Public Company Boards: • Webster Financial Corporation (since 2018) | Experience Ms. Hayles was Executive Vice President and Chief Financial Officer of CIT Group Inc., a financial services company, from November 2015 to May 2017, during which time she was responsible for overseeing all financial operations, including accounting, tax, treasury, financial planning and investor relations. She served as Controller and Principal Accounting Officer of CIT Group Inc. from July 2010 to November 2015, where she was responsible for managing the financial accounting and reporting functions, including SEC and regulatory reporting. Prior to CIT, Ms. Hayles spent 24 years in various finance roles at Citigroup, Inc., most recently as Deputy Controller. She began her career at PricewaterhouseCoopers LLP in Toronto, Canada and was a Canadian Chartered Accountant from 1985 to 2009. In addition to eBay, Ms. Hayles currently serves on the board of directors of Webster Financial Corporation (since 2018), where she has served as Chair of the Audit Committee and member of the Risk Committee. She previously served on the board of directors of Avantax, Inc., where she served as a member of the Audit Committee. Ms. Hayles received her BBA from York University in Toronto. Director Qualifications • Investment/Finance; Management; Strategy; Transactions/M&A; and Leadership Experience: Operating and financial expertise from experience as Chief Financial Officer of CIT Group and an executive with Citigroup. |

  22. Director Nominees

    | Jamie Iannone Age: 52 Director Since: 2020 eBay Board Committees: None Other Public Company Boards: None | Experience Mr. Iannone has been President and Chief Executive Officer of eBay since April 2020. Earlier in 2020, Mr. Iannone served as Chief Operating Officer of Walmart eCommerce, where he also was responsible for Store No. 8, Walmart Inc.’s incubation hub. Mr. Iannone began working at Walmart Inc. in 2014 and held leadership roles, including CEO of SamsClub.com and Executive Vice President of membership and technology of Sam’s Club. In those roles, Mr. Iannone grew the SamsClub.com business and Sam’s Club’s membership base. Before Walmart Inc., Mr. Iannone was Executive Vice President of Digital Products at Barnes & Noble, Inc., where he was responsible for all NOOK devices, software, accessories and retail integration and experiences; books and digital content; and third-party partnerships. Mr. Iannone held various roles at eBay from 2001 to 2009, including leading Product Marketing, Search, and Buyer Experience. He previously worked at Epinions.com and Booz Allen Hamilton. Mr. Iannone also served on the Board of Directors of The Children’s Place. He earned a Bachelor of Science in operations research, engineering and management systems from Princeton University and a Master of Business Administration from the Stanford Graduate School of Business. Director Qualifications • Technology Industry; Management; Transactions/M&A; Strategy; and Leadership Experience: Executive with three large, innovative global technology companies: eBay, Walmart, and Barnes and Noble. Board experience at The Children’s Place. • E-Commerce/Retail Industries Experience: Leader of an array of online and offline retail businesses, including eBay, SamsClub.com, Sam’s Club, Barnes and Noble, The Children’s Place, and Epinions.com. • Product, Marketing and Media Experience: Delivered innovative product experiences in executive roles at eBay, SamsClub.com and Sam’s Club, and Barnes and Noble. Led media partnerships, books, digital content, and NOOK software at Barnes and Noble. |

  23. Director Nominees

    | Shripriya Mahesh Age: 51 Director Since: 2023 eBay Board Committees: • Technology Committee, Chair Other Public Company Boards: • Sundaram Brake Linings Ltd (since 2020) | Experience Ms. Mahesh co-founded Spero Ventures, a venture capital firm, and has served as General Partner since January 2018. Prior to that, Ms. Mahesh served as Partner at Omidyar Network, investing in emerging technology companies. Earlier in her career, Ms. Mahesh served in various roles at eBay, including VP and Head of Global Product Management and Strategy, VP, US Product Marketing and Platform, and VP, Corporate Strategy. She currently serves on the boards of directors of Turo Inc. and Sundaram Brake Linings Ltd. She is also a trustee of The Sundance Institute. Ms. Mahesh holds a B.A. in Economics from Stella Maris College, an MFA in Film from New York University Tisch School of the Arts, and an MBA from Harvard Business School. Director Qualifications • Entrepreneurship and Investment/Finance Experience: Co-Founder and General Partner of venture capital firm, Spero Ventures since 2018, as well previous emerging technology experience as an investor with Omidyar Network. • Technology Industry; Management; Strategy; E-Commerce/Retail Industries; and Product, Marketing and Media Experience: Wide range of relevant experience from executive roles with eBay in product and strategy. |

  24. Director Nominees

    | William D. Nash Age: 56 Director Since: 2024 eBay Board Committees: • Compensation & Human Capital Committee Other Public Company Boards: • CarMax, Inc. (since 2016) | Experience Mr. Nash has served as the President and Chief Executive Officer of CarMax, Inc., a used car retail company, since 2016. At CarMax, he oversees all aspects of the business, including strategy, finance, operations, technology, marketing and human resources, and he has led the company through a technological and digital transformation to become an omnichannel retailer. He first joined CarMax in 1997 and previously held various roles there, including Executive Vice President of human resources and administrative services from 2012 until 2016. Mr. Nash has also served as a member of the board of directors of CarMax since 2016. He holds a BBA from James Madison University. Director Qualifications • Technology and E-Commerce/Retail Industries; Strategy; Investment/Finance; Transactions/M&A; Leadership; Product, Marketing and Media; Management; and Cybersecurity Experience: Extensive executive leadership experience across multiple positions within CarMax. |

  25. Director Nominees

    | Paul S. Pressler Independent Chair of the Board Age: 68 Director Since: 2015 eBay Board Committees: • Corporate Governance and Nominating Committee, Chair • Risk Committee Other Public Company Boards: None | Experience Mr. Pressler has been an Operating Advisor of Clayton, Dubilier & Rice, LLC, a private equity investment firm, since 2020. He was previously a partner of Clayton, Dubilier & Rice from 2009 to 2020. Previously, Mr. Pressler was Chairman of David’s Bridal, Inc. from 2012 to 2018, AssuraMed Holding, Inc. from 2010 to 2013, SiteOne Landscape Supply, Inc. from to 2013 to 2017 and Wilsonart International Holdings, LLC from 2012 to March 2024. Mr. Pressler served as President and Chief Executive Officer of The Gap, Inc. for five years, from 2002 to 2007. Before that, he spent 15 years in senior leadership roles with The Walt Disney Company, including Chairman of the global theme park and resorts division, President of Disneyland, and President of The Disney Stores. Mr. Pressler currently serves on the board of directors of Revlon Group Holdings LLC. Mr. Pressler received his B.S. from the State University of New York at Oneonta. Director Qualifications • Investment/Finance and Transactions/M&A Experience: Operating Advisor and former partner at private equity firm Clayton, Dubilier & Rice since 2009. • Leadership; Management; Product, Marketing and Media; E-Commerce/Retail Industries; and Strategy Experience: Wide-ranging experience managing retail and consumer brands including as Chairman of David’s Bridal, Chairman of SiteOne Landscape Supply, Chairman of AssuraMed, President and Chief Executive Officer of The Gap, and 15 years in senior leadership at The Walt Disney Company, including President of The Disney Stores. |

  26. Director Nominees

    | Zane Rowe Age: 54 Director Since: 2024 eBay Board Committees: • Audit Committee • Risk Committee Other Public Company Boards: None | Experience Mr. Rowe has served as the Chief Financial Officer of Workday, Inc., an international enterprise software company, since June 2023. At Workday, he is responsible for accounting, business finance, investor relations, tax and treasury, in addition to advising on business strategy and product development. He is also responsible for Global Real Estate, Workplace and Safety at Workday. He previously served as the Executive Vice President and Chief Financial Officer of VMware, Inc., a global technology company, from March 2016 to June 2023 and as its interim Chief Executive Officer from February 2021 to May 2021. At VMware, he oversaw the company’s finance and accounting functions and corporate development, as well as the Business Operations function, which included the information technology and information security organizations. Before joining VMware, Mr. Rowe served as Executive Vice President and Chief Financial Officer of EMC Corporation from October 2014 through February 2016. Prior to joining EMC, he was Vice President of North American Sales at Apple Inc. from May 2012 to May 2014. Mr. Rowe was Executive Vice President and Chief Financial Officer of United Continental Holdings, Inc. from October 2010 to April 2012 and was Executive Vice President and Chief Financial Officer of Continental Airlines from August 2008 to September 2010. Mr. Rowe previously served on the boards of directors of Sabre Corporation from May 2016 to February 2024, and Pivotal Software, Inc. from September 2016 to December 2019. He currently serves on the Board of Trustees of Embry-Riddle Aeronautical University and is also a founding member of the U.S. Chapter of Accounting for Sustainability (A4S), a charitable organization that focuses on finance leaders helping drive resilient business models and a sustainable economy. Mr. Rowe holds a B.S. from Embry-Riddle Aeronautical University and an MBA from San Diego State University. Director Qualifications • Technology Industry; Strategy; Leadership; Investment/Finance; Transactions/M&A; and Management: Extensive experience in corporate finance, investor relations and strategy as an executive, technology leader and Chief Financial Officer with Workday and VMware. • E-Commerce/Retail Industries; Product, Marketing and Media; and Climate/ESG Experience: Retail and product experience from previous executive sales role with Apple. Experience in climate/ESG as an executive at Workday and as a member of A4S. |

  27. Director Nominees

    | Mohak Shroff Age: 46 Director Since: 2020 eBay Board Committees: • Technology Committee Other Public Company Boards: None | Experience Mr. Shroff is the Senior Vice President of Engineering at LinkedIn, a multinational professional networking company. In this role, Mr. Shroff leads LinkedIn’s global Engineering teams, responsible for building, scaling, and protecting LinkedIn’s platform. Since joining LinkedIn in 2008, he has held a range of technology leadership positions and has played a critical role in LinkedIn’s business growth, technology innovation, and scale. Under his leadership, the engineering team re-built LinkedIn’s platform, transitioned the application to mobile, and spearheaded collaboration across the company for the development of LinkedIn’s one product ecosystem across its products and services. Mr. Shroff holds a B.S. in computer science from University of Texas at Austin. Director Qualifications • Technology Industry; Product, Marketing and Media; Management; Strategy; Entrepreneurship; Leadership; and Cybersecurity Experience: Technology leadership and expertise as well as cybersecurity experience as an executive at LinkedIn, including platform engineering, building an advertising platform and scaling a payment system. |

  28. Director Nominees

    | Perry M. Traquina Age: 69 Director Since: 2015 eBay Board Committees: • Risk Committee, Chair • Audit Committee Other Public Company Boards: • Morgan Stanley (since 2015) • The Allstate Corporation (since 2016) | Experience Mr. Traquina is the former Chairman, Chief Executive Officer, and Managing Partner of Wellington Management Company LLP, a global investment management firm. Mr. Traquina held this position for a decade until his retirement from the firm in 2014. During his 34-year career at Wellington, he was an investor for 17 years and a member of the management team for the other half of his time at the firm. Mr. Traquina received his B.A. from Brandeis University and his M.B.A. from Harvard University. Director Qualifications • Investment/Finance and Strategy Experience: Understanding of the investment community and financial and strategic expertise from more than 34 years of leadership at Wellington Management Company LLP. • Leadership; Management; and Climate/ESG Experience: Former Chairman, CEO, and Managing Partner of Wellington Management Company LLP, and current service on boards of directors of Morgan Stanley and The Allstate Corporation. |

  29. Compensation and Human Capital Committee

    * Mr. Nash joined the CHCC in November 2024, following his appointment to the Board in September 2024.

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

  31. Certain Transactions with Directors and Officers

    Certain Transactions with Directors and Officers Our Audit Committee reviews and approves all transactions with related persons that are required to be disclosed in this section of our Proxy Statement. 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, 2024, 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.

  32. 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.

  33. 2024 Director Compensation Table

    2024 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, 2024.

  34. 2024 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($)(b) | STOCK AWARDS ($)(c) | TOTAL ($)(e) | | Adriane M. Brown | 120,000 | 250,000 | 370,000 | | Aparna Chennapragada | 98,000 | 250,000 | 348,000 | | Logan D. Green | 95,096 | 250,000 | 345,096 | | E. Carol Hayles | 133,000 | 250,000 | 383,000 | | Shripriya Mahesh | 90,000 | 250,000 | 340,000 | | William D. Nash(1) | 2,637 | 234,398 | 237,035 | | Paul S. Pressler | 220,124 | 350,000 | 570,124 | | Zane Rowe(2) | 61,038 | 351,927(3) | 412,965 | | Mohak Shroff | 90,000 | 250,000 | 340,000 | | Perry M. Traquina | 123,120 | 250,000 | 373,120 |

  35. 2024 Director Compensation Table

    (1) Mr. Nash was appointed to the Board in September 2024. (2) Mr. Rowe was appointed to the Board in February 2024. (3) Following his commencement of Board service, on March 15, 2024, Mr. Rowe received an RSU award with a pro-rated value of $101,894 on such date, pursuant to our 2024 director compensation program.

  36. We Utilized Our Core Equity Program in 2024

    We Utilized Our Core Equity Program in 2024 Our compensation programs are designed to promote long-term, sustainable growth, and are intended to provide flexibility to enable us to incentivize management to adjust priorities and make the strategic decisions that are often necessary for us to succeed in the dynamic market in which we operate. The CHCC evaluates plan designs annually to determine their appropriateness and implemented the following changes in 2024: PBRSUs and RSUs: In 2024, we utilized our core long-term incentive equity mix of PBRSUs and RSUs for our executives. Since 2016, our executive equity mix historically consisted of 40% time-based RSUs and 60% PBRSUs. We have modified the core components of our equity program to align our performance-based incentives with business-critical incentives. In 2022 and 2023, the CHCC decided to allocate a percentage of the equity mix to performance-based stock option (“PBSO”) awards to incentivize management to drive revenue growth in Payments and Advertising, which were our key revenue growth initiatives at the time. While we will continue to innovate and execute in Payments and Advertising, these PBSOs have served their intended purpose, and therefore, the CHCC decided in 2024 to utilize our core equity mix of 60% PBRSUs and 40% RSUs. In the future, we may incorporate new goals that align with our key initiatives into our PBRSU design, and we may grant new PBSOs or similar awards in connection with those initiatives. The level of achievement of the performance-based vesting conditions for the PBSOs that were previously granted in 2022 and 2023 have been determined, as described below under the heading “Former PBSO Financial Goals and Performance.”

  37. 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. |

  38. How We Pay Our CEO

    | | 2024 TARGET COMPENSATION | | Base Salary | $1,000,000 | | Annual Cash Incentive (eIP) | $2,000,000 | | Equity Awards | $18,900,000 | | Total Target Compensation | $21,900,000 |

  39. 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 | | 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 | | Former PBSOs | • Advertising and payments revenue | • Incentivized strong pay-for-performance component since the awards result in realizable value to the executive only if performance goals are achieved and our stock price increases over time |

  40. Pay for Performance

    eIP Financial Goals and Plan Performance The following graphs show the goals and results achieved for the 2024 performance period under the financial component of our eIP, which accounted for 75% of our NEOs’ award opportunities. 2024 eIP Financial Results We performed above our financial target in 2024, as shown above. FX-neutral revenue surpassed the threshold requirement of the eIP, and non-GAAP net income performance was above threshold and in line with target performance. The CHCC did not make any discretionary adjustment to the non-GAAP net income results in 2024 when calculating eIP performance. The CHCC designed the eIP to exclude the impact of M&A transactions when determining target performance and payouts under our 2024 eIP. The Company financial component of the eIP paid out at 123% of target. In years when the Company’s financial performance is above threshold, a modifier is applied to the individual performance component to increase or decrease it proportionately based on the Company’s financial performance relative to target, by up to a maximum of 20%. Because the Company financial performance component was above target performance in 2024, the individual performance component was modified upward by 20% under the eIP. PBRSUs As discussed below under “—PBRSU Program,” we shifted from a two- to three-year performance period beginning with our 2022 PBRSU grants covering the 2022-2024 performance cycle (“2022-2024 PBRSUs”) and continued this approach with our 2023 PBRSU grants covering the 2023-2025 performance cycle (“2023-2025 PBRSUs”) and our 2024 PBRSU grants covering the 2024-2026 performance cycle (“2024-2026 PBRSUs”). The vesting of the 2022-2024 PBRSUs occurred in March 2025 for our executive officers. Below is a summary of the calculation mechanics and payout for the 2022-2024 PBRSUs. For additional information on the calculation mechanics, see further below under “—PBRSU Program—Calculation Mechanics.” Total Payout = (Average of ((Revenue Achievement + Operating Margin $ Achievement) X ROIC Modifier) for Each of the Three Performance Years) X rTSR Modifier X Target Award The 2022-2024 PBRSUs were paid at 112%, based on an average of the three one-year performance periods and a three-year total rTSR modifier. The Company’s financial performance against the FX-neutral revenue, non-GAAP operating margin, and return on invested capital metrics was above target, with a three-year average of 107% over the course of the 2022-2024 PBRSU performance period. The rTSR modifier for the three-year period was 105%. As a result, the final payout percentage for this cycle of PBRSUs was 112% of the target awards. Our CHCC designed our 2022-2024 PBRSUs to exclude the impact of M&A transactions completed in any year from the target and achievement calculations for that year. The following tables show the goals and results achieved for the 2022-2024 performance period, which were used to calculate the performance vesting of the 2022-2024 PBRSUs at the end of the three-year performance period. 2022-2024 Performance

  41. Pay for Performance

    Former PBSO Financial Goals and Performance 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. PBSO awards were granted in 2022 (the “2022—2024 PBSOs”), based on the 2022-2024 performance cycle, and 2023 (the “2023—2025 PBSOs”), based on the 2023-2025 performance cycle. Stock options earned from PBSOs 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 applicable goal was achieved. 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%. Achievement of “unlocks” 3 and 4 represents performance above target level.

  42. 2022-2024 PBSOs

    For each of the NEOs holding PBSOs, other than Mr. Garcia, the exercise price for the 2022—2024 PBSOs is $57.71 per share, which was the closing price of a share of the Company’s common stock on the grant date of April 1, 2022. Mr. Garcia joined the Company in April 2022 and was granted 2022—2024 PBSOs on May 15, 2022 with an exercise price of $46.65 per share, which was the closing price of a share of the Company’s common stock on May 13, 2022, the last business day prior to the grant date. Ms. Wellington, who joined the Company in October 2024, does not hold any PBSOs. As a result of the Company’s 2024 above-target financial performance in advertising and payments revenue under the PBSOs, the third and fourth performance goals were achieved for the 2023—2025 PBSOs. Achievement of these above-target goals unlocked an additional 50% (now totaling 100% during the full performance period) of the options underlying the 2023-2025 PBSOs. The 2023-2025 PBSOs are still subject to time-based vesting, with the remaining one-third vesting in March 2026.

  43. CD&A Roadmap

    | | Elements of Our Executive Compensation Program provides a description of our executive compensation practices, programs, and processes. | | | 2024 NEO Target Compensation discusses how we determine the mix of the elements in our compensation program to achieve our total target compensation. | | | 2024 Compensation Design and Determinations explains executive compensation decisions relating to the performance-based pay of our executive officers in 2024. | | | 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. |

  44. 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%) | 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 |

  45. Elements of Our Executive Compensation Program

    | | COMPENSATION ELEMENTS | PERFORMANCE METRICS | PERFORMANCE AND VESTING PERIODS | WHY WE PAY | | 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 | 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 | • 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 |

  46. 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 2024, 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 2024 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.

  47. 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. The CHCC 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.

  48. Base Salary

    Base Salary 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. 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.

  49. Target Value of Total Compensation for NEOs

    | Name | 2024 Annual Base Salary | Year- Over-Year Change for Base Salary (%) | 2024 TARGET Annual Cash Incentive Award (% of Salary) | Year-Over- Year Change for Target Annual Cash Incentive Award (%) | 2024 TARGET Value of Equity Awards ($)(1) | Year-Over- Year Change for Target Value of Equity Awards (%) | | Mr. Iannone | $1,000,000 | No Change | 200% | No Change | $18,900,000 | -10% | | Mr. Priest | $800,000 | No Change | 100% | No Change | $7,200,000 | -10% | | Mr. Garcia | $675,000 | No Change | 75% | No Change | $5,600,000 | -10% | | Ms. Loeger | $700,000 | No Change | 75% | No Change | $7,750,000 | 24%(2) | | Ms. Wellington | $675,000 | N/A(3) | 75% | N/A(3) | $4,500,000 | N/A(3) | | Ms. Huber | $675,000 | No Change | 100% | No Change | $N/A(4) | N/A |

  50. Supplemental Transition Awards

    Supplemental Transition Awards Ms. Wellington, who joined the Company in June 2024, received a compensation package consistent with the customary elements of our compensation program (salary, annual cash incentive and equity incentives consisting of 40% RSUs and 60% PBRSUs). In addition, in 2024, Ms. Wellington’s compensation package included additional compensation components, including a supplemental time-based RSU award (granted in 2024) valued at $1,000,000 that vests over two years (subject to continued employment) and “make-good” cash compensation (paid in 2024 and 2025 subject to continued employment), designed to entice Ms. Wellington to join eBay from her former employer. These additional compensation components are designed to compensate for equity value she forfeited when leaving her prior employer and to compensate for the delay in take-home pay that results from transitioning to our short-term eIP program and forfeiting compensation when leaving her prior employer. These make-good payments compensate Ms. Wellington for the value of cash incentive awards she forfeited when leaving her prior employer and approximate target compensation for her role in our peer group. Each of the make-good payments to compensate her for forfeited equity value is subject to repayment upon termination of employment for cause or resignation other than for good reason, prior to the second or third anniversary of her applicable hire date, less 1/24th or 1/36th (as applicable) for every full month of active employment following her hire date. In 2024, Ms. Wellington received a one-time make-good cash payment of $2,500,000 one month after her start date. Ms. Wellington also received a one-time new hire time-based RSU award in 2024, her first year of employment, that vests over two years, subject to continued employment. Similar to make-good cash payments described above, this one-time new hire RSU award is designed to compensate for the delay in take-home pay that results from transitioning to our long-term equity programs and forfeiting compensation when leaving her prior employer.

  51. 2024 Long-Term Equity Incentive Awards

    2024 Long-Term Equity Incentive Awards In 2024, our NEOs received equity-related compensation as part of the Company’s standard annual equity award. The formula used to allocate the 2024 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 executive officer is awarded a target number of shares subject to the PBRSU award at the beginning of a three-year performance period. The number of shares each executive officer will be eligible to receive pursuant to the PBRSU award, if any, may increase or decrease from the target number of shares based on the Company’s actual performance and the executive officer’s continued service. Our PBRSU cycle has a three-year performance period and awards earned under our PBRSUs do not vest until the conclusion of that three-year performance period. Awards are earned under PBRSUs each year based on financial performance over the three, one-year performance periods that make up the cycle, and are then adjusted based on the Company’s stock performance relative to the S&P 500 over the entire three-year performance cycle. The financial performance goals for each year-long performance period within the PBRSU cycle are approved by the CHCC at the beginning of that year. The financial metrics within our PBRSUs are described below. PBRSU awards granted in 2022 are based on the 2022-2024 performance cycle, PBRSU awards granted in 2023 are based on the 2023-2025 performance cycle and PBRSU awards granted in 2024 are based on the 2024-2026 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. 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 The following table outlines the performance measures for the PBRSUs and the rationale for their selection.

  52. 2024 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%. If eBay’s total shareholder return during the performance period is negative, the rTSR cannot increase the payout. | | 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 rTSR modifier is used to focus leaders on stock performance and strengthen alignment of the long-term interests of our NEOs and stockholders. | | 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. |

  53. 2024 Long-Term Equity Incentive Awards

    (1) Calculated on a fixed foreign exchange basis. We define Foreign exchange neutral (“FX-Neutral”) net revenues as GAAP net revenues minus the exchange rate effect, which we calculate by applying prior period foreign currency exchange rates to current year transactional currency amounts, excluding hedging activity. We believe presenting FX-Neutral net revenues provides useful information to both management and investors by isolating the effects of foreign currency exchange rate fluctuations that may not be indicative of our core operating results. In addition, as we have historically reported certain FX-Neutral results to investors, we believe that continuing to include these FX-Neutral measures provides consistency in our financial reporting. FX-Neutral net revenues are non-GAAP financial measures that are not based on any comprehensive set of accounting rules or principles and may be calculated differently than other “FX-Neutral,” “constant currency,” or similarly titled measures used by other companies. FX-Neutral net revenues are not presented as an alternative to GAAP net revenues and should only be used to evaluate our results of operations in conjunction with GAAP net revenues. (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 and 2024, impacts of acquisitions or disposals of businesses. 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 PBRSUs can each be earned in a range of 0% to 265% of target. As discussed in the “Executive Summary” above under the heading “PBRSUs,” the 2022-2024 PBRSUs were paid at 112%, based on a three-year average performance and relative total shareholder return (rTSR) modifier. The Company’s financial performance against the FX-neutral revenue, non-GAAP operating margin, and return on invested capital metrics was above target, with a three-year average of 107% over the course of the 2022-2024 PBRSU performance period. The rTSR modifier for the three-year period was 105%. As a result, the final payout percentage for this cycle of PBRSUs was 112% of the target awards. 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 2024 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. Former PBSO Program While not a component of the annual equity compensation for each executive officer in 2024, in 2022 and 2023, executive officers received annual PBSO grants that were 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. 2022-2024 and 2023-2025 Cycle Performance and Options Earned As discussed in the “Executive Summary” above, based on the Company’s 2024 financial performance in advertising and payments revenue, the third of four performance goals was achieved for the 2022—2024 PBSOs, and the third and fourth performance goals were achieved for the 2023—2025 PBSOs. Achievement of these goals unlocked an additional 25% (now totaling 75% during the full performance period) of the options underlying the 2022-2024 PBSOs and an additional 50% (now totaling 100% during the full performance period) of the options underlying the 2023-2025 PBSOs. The remaining 25% of the options underlying the 2022-2024 PBSOs terminated and ceased to be outstanding due to the final stretch performance target not being achieved during the three-year performance period. Our NEOs holding PBSOs have 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:

  54. 2022-2024 Options Earned

    | NAME | PERCENTAGE OF OPTION AWARDS EARNED FOR 2022-2024 PERFORMANCE | OPTION AWARDS AVAILABLE | OPTIONS EARNED FOR 2022-2024 PERFORMANCE | VESTING SCHEDULE | | Mr. Iannone | 75% | 445,888 | 334,417 | For the 50% earned based on 2023 performance: Two-thirds in March 2024 and one-third in March 2025 For the 25% earned based on 2024 performance: Fully vesting in March 2025 | | Mr. Priest | 75% | 185,787 | 139,341 | Same as above | | Mr. Garcia | 75% | 147,097 | 110,323 | Same as above | | Ms. Loeger | 75% | 123,858 | 92,895 | Same as above |

  55. 2024 Annual Cash Incentive Awards (eIP)

    2024 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. Performance Measures and Rationale The following table provides information on the Company performance measures set in the first quarter of 2024 and rationale for their selection:

  56. 2024 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. CSAT has the potential to increase the Company financial performance component by a maximum of 5%. | | 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 corporate responsibility and ethical business 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. |

  57. 2024 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; non-cash amortization of the deferred tax assets associated with the realignment of the Company’s legal structure and related foreign exchange effects; significant gains or losses and transaction expenses from the acquisition or disposal of a business; certain gains or losses on investments; restructuring; other certain significant gains, losses, or charges that are not indicative of the company’s core operating results; change in fair market value of a warrant agreement with Adyen; and income tax effects and adjustments between our GAAP and non-GAAP tax rate. 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 2024 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 2024, the executive team set team goals related to our sustainability and human capital initiatives, and success against these goals was a factor considered in the CHCC’s subjective assessment of individual performance. 2024 Performance and Payouts We discuss the financial goals for the 2024 eIP performance period and corresponding performance results above in the “Executive Summary.” The financial performance goals for each year of the performance period are approved by the CHCC at the beginning of that year. In early 2025, the CHCC reviewed the 2024 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 the unforeseen impact of M&A transactions, which resulted in an upward adjustment. Accordingly, the Company financial performance component was certified by the CHCC at 123% 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. The CSAT performance results for 2024 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 175% 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 2024, including the Company financial component and the individual component, was 145% 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 2024 was as follows:

  58. 2024 Annual Cash Incentive Awards (eIP)

    | NAME | ANNUAL CASH INCENTIVE TARGET AS PERCENTAGE OF BASE SALARY | ANNUAL CASH INCENTIVE AWARD FOR 2024 | COMPANY PERFORMANCE PAYOUT % | PERFORMANCE PAYOUT AS % OF TARGET | | Mr. Iannone | 200% | $2,895,000 | 123% | 145% | | Mr. Priest | 100% | $978,000 | 123% | 122% | | Mr. Garcia | 75% | $732,797 | 123% | 145% | | Ms. Loeger | 75% | $759,938 | 123% | 145% | | Ms. Huber | 100% | $415,125 | 123% | 123% |

  59. 2024 Annual Cash Incentive Awards (eIP)

    Ms. Wellington joined the Company in October 2024 and did not participate in the eIP for 2024. Ms. Huber’s employment with the Company terminated in June 2024. She received an eIP payout based on the actual performance of the Company for the full year (without taking into account individual performance), pro-rated for the time that she was employed during 2024, as described below under “2024 Summary Compensation Table.”

  60. 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 2024, 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.

  61. 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.

  62. 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 our peer group on an annual basis with the assistance of Pay Governance. The CHCC last refreshed our peer group in 2023 for our 2024 fiscal year, including making the following changes:

  63. 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, covers officers employed at the level of senior vice president and above, and generally provides severance protection outside of a change in control period if an eligible executive is terminated without cause and signs and does not revoke a waiver of claims against the Company. Mr. Iannone, Mr. Garcia, Ms. Loeger, Mr. Priest and Ms. Wellington are eligible to participate in the Standard Severance Plan. For Mr. Iannone, pursuant to his offer letter, the Standard Severance Plan also provides severance benefits in the event of his resignation for good reason and provides enhanced benefits for him in his capacity as CEO, as discussed below under the “Potential Payments Upon Termination or Change in Control” table. 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 executive officer’s death or disability. In accordance with Ms. Huber’s offer letter dated April 2, 2015 (the “Offer Letter”) and the severance benefits contained therein, the Company entered into a letter agreement dated May 22, 2024 (the “Separation Agreement”), pursuant to which Ms. Huber released all claims against the Company in connection with her departure from the Company on June 21, 2024 (the “Separation Date”). In accordance with her Offer Letter, Ms. Huber received a lump sum cash severance payment, the details of which are provided below under “2024 Summary Compensation Table.”

  64. 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 and above 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. Mr. Iannone, Mr. Garcia, Ms. Loeger, Mr. Priest and Ms. Wellington 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.

  65. 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 was filed with the SEC as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  66. 2024 Summary Compensation Table

    2024 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, 2024 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal years ended December 31, 2023 and 2022.

  67. 2024 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”) | 2024 | 1,000,000 | — | 16,315,235 | — | 2,895,000 | — | 139,415 | 20,349,650 | | | 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 | | Steve Priest Senior Vice President, Chief Financial Officer (“CFO”) | 2024 | 800,000 | — | 6,277,449 | — | 978,000 | — | 26,000 | 8,081,449 | | | 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 | | Eddie Garcia Senior Vice President, Chief Product Officer | 2024 | 675,000 | — | 4,916,838 | — | 732,797 | — | 19,650 | 6,344,285 | | | 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 | | Julie Loeger Senior Vice President, Chief Growth Officer | 2024 | 700,000 | — | 6,154,541 | — | 759,938 | — | 14,800 | 7,629,278 | | | 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 | | Samantha Wellington Senior Vice President, Chief Legal Officer | 2024 | 142,788 | 2,500,000 | 3,788,477 | — | — | — | 1,000 | 6,432,265 | | Marie Oh Huber Former Senior Vice President, Chief Legal Officer | 2024 | 337,500 | — | — | — | 415,125 | — | 6,594,338 | 7,346,963 |

  68. 2024 Summary Compensation Table

    (1) Ms. Wellington became an NEO in fiscal 2024 in replacement of Ms. Huber.

  69. 2024 Grants of Plan-Based Awards

    2024 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, 2024.

  70. 2024 Grants of Plan-Based Awards

    | NAME (a) | 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) | | | | | 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 | — | — | — | — | — | — | | PBRSUs (2022-2024 Performance Period) | | 1/1/2024 | — | — | — | 15,655 | 43,336 | 114,840 | — | — | 1,738,207 | | PBRSUs (2023-2025 Performance Period) | | 1/1/2024 | — | — | — | 22,478 | 62,222 | 164,888 | — | — | 2,719,101 | | PBRSUs (2024-2026 Performance Period) | | 4/1/2024 | — | — | — | 26,775 | 74,117 | 196,410 | — | — | 4,109,788 | | RSUs | | 4/1/2024 | — | — | — | — | — | — | 148,233 | — | 7,748,139 | | 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 | — | — | — | — | — | — | | PBRSUs (2022-2024 Performance Period) | | 1/1/2024 | — | — | — | 6,523 | 18,057 | 47,851 | — | — | 724,266 | | PBRSUs (2023-2025 Performance Period) | | 1/1/2024 | — | — | — | 8,563 | 23,704 | 62,816 | — | — | 1,035,865 | | PBRSUs (2024-2026 Performance Period) | | 4/1/2024 | — | — | — | 10,200 | 28,235 | 74,823 | — | — | 1,565,631 | | RSUs | | 4/1/2024 | — | — | — | — | — | — | 56,470 | — | 2,951,687 | | 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 | — | — | — | — | — | — | | PBRSUs (2022-2024 Performance Period) | | 1/1/2024 | — | — | — | 5,350 | 14,811 | 39,249 | — | — | 594,069 | | PBRSUs (2023-2025 Performance Period) | | 1/1/2024 | — | — | — | 6,690 | 18,519 | 49,075 | — | — | 809,280 | | PBRSUs (2024-2026 Performance Period) | | 4/1/2024 | — | — | — | 7,933 | 21,961 | 58,197 | — | — | 1,217,737 | | RSUs | | 4/1/2024 | — | — | — | — | — | — | 43,921 | — | 2,295,751 | | 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 | — | — | — | — | — | — | | PBRSUs (2022-2024 Performance Period) | | 1/1/2024 | — | — | — | 4,349 | 12,038 | 31,901 | — | — | 482,844 | | PBRSUs (2023-2025 Performance Period) | | 1/1/2024 | — | — | — | 6,690 | 18,519 | 49,075 | — | — | 809,280 | | PBRSUs (2024-2026 Performance Period) | | 4/1/2024 | — | — | — | 10,979 | 30,392 | 80,539 | — | — | 1,685,236 | | RSUs | | 4/1/2024 | — | — | — | — | — | — | 60,874 | — | 3,177,180 | | Ms. Wellington | | | | | | | | | | | | | PBRSUs (2024-2026 Performance Period) | | 11/15/2024 | — | — | — | 5,304 | 14,683 | 38,910 | — | — | 982,293 | | RSUs | | 11/15/2024 | — | — | — | — | — | — | 29,366 | — | 1,803,953 | | RSUs | | 11/15/2024 | — | — | — | — | — | — | 16,315 | — | 1,002,230 | | Ms. Huber | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 126,562 | 253,125 | 556,875 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | | 84,375 | 202,500 | — | — | — | — | — | — |

  71. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 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, 2024.

  72. 2024 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 (#) | OPTION EXERCISE PRICE ($) | OPTION GRANT DATE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | STOCK GRANT DATE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | Mr. Iannone | | | | | | | 5,942(4) | 368,107 | 4/1/2021 | | | | | | | | | | | 40,628(7) | 2,516,905 | 4/1/2022 | | | | | | | | | | | 105,000(11) | 6,504,750 | 4/1/2023 | | | | | | | | | | | 120,439(12) | 7,461,196 | 4/1/2024 | | | | | | | | | | | | | 4/1/2022 | 145,611 | 9,020,601 | | | | | | | | | | | 4/1/2023 | 494,668 | 30,644,655 | | | | | | | | | | | 4/1/2024 | 589,225 | 36,502,479 | | | 148,631 | 185,786(16) | — | 57.71 | 4/1/2022 | 4/1/2032 | | | | | | | | 106,738 | 533,682(17) | — | 44.37 | 4/1/2023 | 4/1/2033 | | | | | | | Mr. Priest | | | | | | | 7,576(5) | 469,333 | 7/15/2021 | | | | | | | | | | | 16,929(7) | 1,048,752 | 4/1/2022 | | | | | | | | | | | 40,001(11) | 2,478,062 | 4/1/2023 | | | | | | | | | | | 45,882(12) | 2,842,390 | 4/1/2024 | | | | | | | | | | | | | 4/1/2022 | 60,672 | 3,758,630 | | | | | | | | | | | 4/1/2023 | 188,447 | 11,674,279 | | | | | | | | | | | 4/1/2024 | 224,468 | 13,905,808 | | | 61,930 | 77,411(16) | — | 57.71 | 4/1/2022 | 4/1/2032 | | | | | | | | 40,662 | 203,308(17) | — | 44.37 | 4/1/2023 | 4/1/2033 | | | | | | | Mr. Garcia | | | | | | | 16,663(9) | 1,032,273 | 5/15/2022 | | | | | | | | | | | 13,465(10) | 834,157 | 5/15/2022 | | | | | | | | | | | 31,250(11) | 1,935,938 | 4/1/2023 | | | | | | | | | | | 35,685(12) | 2,210,686 | 4/1/2024 | | | | | | | | | | | | | 5/15/2022 | 49,767 | 3,083,066 | | | | | | | | | | | 4/1/2023 | 147,223 | 9,120,490 | | | | | | | | | | | 4/1/2024 | 174,587 | 10,815,683 | | | 49,033 | 61,290(16) | — | 46.65 | 5/15/2022 | 5/15/2032 | | | | | | | | 31,768 | 158,834(17) | — | 44.37 | 4/1/2023 | 4/1/2033 | | | | | | | Ms. Loeger | | | | | | | 1,637(6) | 101,412 | 2/15/2021 | | | | | | | | | | | 3,070(6) | 190,187 | 2/15/2021 | | | | | | | | | | | 1,806(8) | 111,882 | 4/1/2022 | | | | | | | | | | | 31,250(11) | 1,935,938 | 4/1/2023 | | | | | | | | | | | 49,387(12) | 3,059,525 | 4/1/2024 | | | | | | | | | | | | | 4/1/2022 | 40,448 | 2,505,754 | | | | | | | | | | | 4/1/2023 | 147,223 | 9,120,490 | | | | | | | | | | | 4/1/2024 | 241,614 | 14,967,972 | | | 41,288 | 51,607(16) | — | 57.71 | 4/1/2022 | 4/1/2032 | | | | | | | | 31,768 | 158,834(17) | — | 44.37 | 4/1/2023 | 4/1/2033 | | | | | | | Ms. Wellington | | | | | | | 29,366(13) | 1,819,224 | 11/15/2024 | | | | | | | | | | | 16,315(14) | 1,010,714 | 11/15/2024 | | | | | | | | | | | | | 11/15/2024 | 116,730 | 7,231,414 | | Ms. Huber(15) | — | — | — | — | — | — | — | — | — | — | — |

  73. 2024 Outstanding Equity Awards at Fiscal Year-End

    In accordance with the SEC executive compensation disclosure rules, represents the PBSOs earned at the third performance level under the 2022-2024 PBSO awards and the maximum performance level under the 2023-2025 PBSO awards. Market Value is calculated based on a price per share of $61.95, which was the closing price of our common stock on December 31, 2024. (3) In accordance with the SEC executive compensation disclosure rules, except as otherwise noted, represents the 2022-2024 PBRSU awards earned at 112% and the estimated number of PBRSUs that would be earned at the maximum performance level under each of the 2023-2025 and 2024-2026 PBRSU awards. 100% of any earned 2022-2024 PBRSUs vested on March 15, 2025, 100% of any earned 2023-2025 PBRSUs will vest on March 15, 2026, and 100% of any earned 2024-2026 PBRSUs will vest on March 15, 2027. (4) RSUs granted in 2021, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2025. (5) 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. (6) 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. (7) RSUs granted in 2022, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2026. (8) 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. (9) 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. (10) 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. (11) RSUs granted in 2023, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2027. (12) RSUs granted in 2024, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2028. (13) RSUs granted in 2024, 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 November 15, 2028. (14) RSUs granted in 2024, with 50% vesting on November 15, 2025, and 50% vesting on November 15, 2026. (15) In connection with Ms. Huber’s termination of employment on June 21, 2024, the Company cancelled her outstanding RSUs and PBRSUs. (16) 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. (17) 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.

  74. 2024 Option Exercises and Stock Vested

    2024 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, 2024.

  75. 2024 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 | — | — | 255,723 | 14,056,050 | | Mr. Priest | — | — | 98,675 | 5,420,048 | | Mr. Garcia | — | — | 60,162 | 3,315,559 | | Ms. Loeger | — | — | 68,264 | 3,786,888 | | Ms. Huber | 57,554 | 300,260 | 30,180 | 1,575,004 |

  76. 2024 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.

  77. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation Certain of our NEOs participate in our Deferred Compensation Plan, as Amended and Restated, effective January 1, 2022 (our “Deferred Compensation Plan”). The following table, footnotes and narrative provide information with respect to the participation of our NEOs in the Deferred Compensation Plan for the fiscal year 2024.

  78. 2024 Nonqualified Deferred Compensation

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($)(1) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) | AGGREGATE EARNINGS IN LAST FY ($)(2) | AGGREGATE WITHDRAWALS / DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FY END ($)(3) | | Mr. Iannone | — | — | — | — | — | | Mr. Priest | — | — | — | — | — | | Mr. Garcia | 84,940 | — | 11,375 | — | 131,639 | | Ms. Loeger | — | — | — | — | — | | Ms. Wellington | — | — | — | — | — | | Ms. Huber | — | — | — | — | — |

  79. 2024 Nonqualified Deferred Compensation

    The amounts in this column are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “2024 Summary Compensation Table” above. None of the earnings set forth in this column are considered above-market or preferential as determined under SEC rules, and, therefore, none of such amounts are reflected in the “2024 Summary Compensation Table” above. (3) The balances shown include $84,940 of compensation earned by Mr. Garcia and already reported in the “2024 Summary Compensation Table” above and $33,101 of compensation earned by Mr. Garcia and already reported in prior-year proxy statements, except for any earnings that were not above-market or preferential as determined under SEC rules. As of December 31, 2024, Mr. Garcia was our only NEO who had an account balance under our Deferred Compensation Plan. Under the Deferred Compensation Plan, our key executives who satisfy certain eligibility requirements may make annual irrevocable elections to defer a specified portion of their base salary and bonus to be earned during the following calendar year, and, at the discretion of the CHCC, RSU awards the executive is eligible to receive. Deferral of amounts earned in 2024 by participants were limited to 50% of base salary and 100% of bonus. Our Company may credit matching amounts to an account established for each participant in an amount equal to a percentage, established by our Company in its sole discretion prior to the beginning of the plan year, of the amount of compensation deferred by each participant under the Deferred Compensation Plan. For 2024, our Company did not match any amount of salary or bonus deferred by any participants. Account balances under the Deferred Compensation Plan will be credited with income, gains and losses based on the performance of investment funds selected by the participant from a list of funds designated by our Company. The amounts of base salary and bonus credited to participants’ deferred accounts are at all times 100% vested. Any RSUs a participant elects to defer remain subject to the vesting conditions specified in the applicable award agreement. Any Company contributions will vest based on conditions established by the Company prior to their contribution to the plan. Participants will be eligible to receive distributions of the vested amounts credited to their accounts, at times that they may specify, in a lump sum or up to 15 annual installments pursuant to elections made under the rules of the Deferred Compensation Plan. Changes to these elections may be made under limited circumstances. Under the Deferred Compensation Plan, participants who have elected a payment at termination of employment must generally wait six months after termination to receive a distribution. Assets contributed under the Deferred Compensation Plan remain subject to the claims of the Company’s general creditors.

  80. 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, 2024.

  81. 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) (3) | DEATH OR DISABILITY ($)(e)(2)(3) | | Mr. Iannone | — | — | 64,431,120 | 72,923,860 | 61,206,037 | | Mr. Priest | — | — | 23,794,261 | 29,597,695 | 24,103,753 | | Mr. Garcia | — | — | 17,916,757 | 24,410,314 | 19,222,807 | | Ms. Loeger | — | — | 16,811,677 | 24,134,577 | 18,525,450 | | Ms. Wellington | — | — | 2,928,287 | 5,859,481 | 4,664,293 | | Ms. Huber | — | — | 6,903,798(4) | — | — |

  82. 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. Garcia, Ms. Loeger, Mr. Priest and Ms. Wellington, 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, other than Ms. Huber, 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 31, 2024, which was $61.95. 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 31, 2024, which was $61.95. The value included for the PBSOs held by the NEOs was calculated on the intrinsic value (difference between the closing price per share of our common stock on December 31, 2024, which was $61.95, and the exercise price) of each of the outstanding PBSOs. Please refer to the “2024 Outstanding Equity Awards at Fiscal Year-End” table above for the number of outstanding options held by each of our NEOs. (3) No amounts are included for Ms. Huber because her employment with the Company terminated in June 2024. (4) In accordance with her Offer Letter, and upon her execution and non-revocation of the Separation Agreement, Ms. Huber received a lump-sum cash severance payment in the amount of $6,488,673 and an eIP payout of $415,125, based on the actual performance of the Company for the full year (without taking into account individual performance), pro-rated for the time that she was employed during 2024.

  83. Change in Control (Column (b))

    | NAME | ACCELERATION VALUE OF ALL OUTSTANDING EQUITY AWARDS AS OF 12/31/24 ($) | | Mr. Iannone | 64,798,517 | | Mr. Priest | 25,472,352 | | Mr. Garcia | 21,405,115 | | Ms. Loeger | 21,034,235 | | Ms. Wellington | 5,573,904 |

  84. 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.

  85. 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.

  86. 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 | | | | 2024 | $20,349,650 | N/A | $49,091,343 | N/A | $7,166,848 | $12,002,184 | $187.04 | $299.72 | $1,975 | $10,281 | | 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 |

  87. Pay Versus Performance

    (1) The Principal Executive Officer (“PEO”) and other NEOs (the “Non-PEO NEOs”) for the applicable years were as follows: • 2024: Mr. Iannone served as our PEO, and Mr. Garcia, Ms. Huber, Ms. Loeger, Mr. Priest and Ms. Wellington served as the Non-PEO NEOs. Ms. Huber’s employment with the Company terminated on June 21, 2024. • 2023: Mr. Iannone served as our PEO, and Mr. Boone, Mr. Garcia, Ms. Loeger and Mr. Priest served as the Non-PEO NEOs. • 2022: Mr. Iannone served as our PEO, and Mr. Boone, Mr. Garcia, Ms. Loeger, Mr. Priest and Mr. Thompson 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 Mr. Boone, Mr. Cring, Ms. Loeger, Mr. Priest, Mr. Thompson and Ms. 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 Mr. Cring, Ms. Jones, Mr. Lee, Mr. Thompson and Ms. Yetto 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 2024 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:

  88. Pay Versus Performance

    | | 2024 | | | | PEO | AVERAGE FOR OTHER NEOs | | Summary Compensation Table Total | $20,349,650 | $7,166,848 | | Adjustments | | | | Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table | $(16,315,235) | $(4,227,461) | | Increase/deduction for the Inclusion of Rule 402(v) Equity Values(*): | | | | Year End Fair Value of Equity Awards Granted During the Year | $19,305,636 | $4,843,267 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | $19,651,127 | $3,987,217 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | $1,662,170 | $361,460 | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | $3,643,352 | $775,930 | | Fair Value at the End of the Prior Year of Equity Awards that Failed.to Meet Vesting Conditions in the Year | $0 | $(1,045,757) | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $794,643 | $140,680 | | Total | $45,056,928 | $9,062,798 | | COMPENSATION ACTUALLY PAID | $49,091,343 | $12,002,184 |

  89. Pay Versus Performance

    (*) Compensation Actually Paid 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 Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“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.

  90. 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 prior 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 prior 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 second PEO) and the average CAP for our Non-PEO NEOs against the Company’s FX-Neutral Revenue.