DEF 14A of Ebay Inc, Apr 30, 2026

DEF 14A of Ebay Inc

Filed Apr 30, 2026 · FY20250001552781-26-000285

Open on EDGAR

  1. Letter to Our Stockholders

    Letter to Our Stockholders

  2. Letter to Our Stockholders

    | Dear Fellow Stockholders: Throughout 2025, eBay’s commitment to transparency, responsibility, and business performance has supported our mission to empower people and create economic opportunity for all. As your Board of Directors, we are focused on creating long-term, sustainable value for stockholders. Guided by your input, we continue to support our leadership team in executing its strategy for eBay, a marketplace that connects people and builds communities to create economic opportunity for all. You are cordially invited to attend our 2026 Annual Meeting of Stockholders of eBay Inc. (the “Annual Meeting”) to be held on June 17, 2026, at 8:00 a.m. Pacific Time. The matters expected to be considered and acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. Board Election We are soliciting proxies for the election at our Annual Meeting of 11 nominees to serve as directors of eBay until the 2027 Annual Meeting of Stockholders. Board Refreshment Our Board is guided by the principles that our outside directors should have an average tenure of ten years or less and that the addition of new directors over time to “refresh” our Board is desirable. | Brian Sharples joined our Board on March 20, 2026. Mr. Sharples further enhances our Board’s composition with his proven technology expertise and significant experience building and scaling category-defining companies. Logan Green will not stand for re-election to our Board at the Annual Meeting and will retire from our Board at the end of his current term. During his tenure, Mr. Green provided eBay with exceptional guidance, expertise and insights. We thank him for his tremendous contributions. Of our 11 director nominees, seven joined our Board in 2020 or later, including our newest director, Mr. Sharples. Engaging Virtually This year will be our seventh virtual annual meeting. We believe hosting the meeting virtually improves your ability to attend and participate while saving you the time and expense of travel. Participants will join via a secure website where they can listen to the speakers, view presentations, submit questions and comments, hear the Company’s responses, and vote their shares electronically. We recommend that participants log in at least 15 minutes prior to the start of the meeting. Thank you for your continued investment in eBay. We are proud to represent your interests and look forward to connecting with you at our Annual Meeting. |

  3. Letter to Our Stockholders

    | Annual Meeting Key Info: | | | | | | When: Wednesday, June 17, 2026 8:00 a.m. (PT) | | Live Webcast: Online at: www.virtualshareholdermeeting.com/EBAY2026 |

  4. Letter to Our Stockholders

    | | 2026 Proxy Statement |

  5. Director Nominees

    Director Nominees

  6. Director Nominees

    | Adriane M. Brown Age: 67 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 from 2017 to 2020, Raytheon Company from 2018 to 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 Sustainability 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. |

  7. Director Nominees

    | Aparna Chennapragada Age: 49 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. |

  8. Director Nominees

    | | 2026 Proxy Statement | 8 |

  9. Director Nominees

    | E. Carol Hayles Age: 65 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 as member of the Risk Committee and previously the Technology Committee. She previously served on the board of directors of Avantax, Inc., where she served as a member of the Audit Committee and the Compensation Committee. Ms. Hayles received her BBA from York University in Toronto. Director Qualifications • Investment/Finance; Management; Strategy; Transactions/M&A; and Leadership Experience: Operating and financial expertise from experience as Chief Financial Officer of CIT Group and an executive with Citigroup. |

  10. Director Nominees

    | Jamie Iannone Age: 53 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. Previously, 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, Sam’s Club, and Barnes and Noble. Led media partnerships, books, digital content, and NOOK software at Barnes and Noble. |

  11. Director Nominees

    | | 2026 Proxy Statement | 9 |

  12. Director Nominees

    | Shripriya Mahesh Age: 52 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 as 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. |

  13. Director Nominees

    | William D. Nash Age: 57 Director Since: 2024 eBay Board Committees: • Compensation & Human Capital Committee Other Public Company Boards: None | Experience Mr. Nash is the former President and Chief Executive Officer of CarMax, Inc., the largest retailer of used cars in the U.S. He served in this role from 2016 until December 2025, overseeing all aspects of the business, including strategy, finance, operations, technology, marketing and human resources, and he 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. Prior to joining CarMax, Mr. Nash held various management positions at Circuit City Stores, Inc. and also received his CPA title while serving as an accountant at a public accounting firm. Mr. Nash served as a member of the board of directors of CarMax from 2016 until December 2025. 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. |

  14. Director Nominees

    | | 2026 Proxy Statement | 10 |

  15. Director Nominees

    | Paul S. Pressler Independent Chair of the Board Age: 69 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. |

  16. Director Nominees

    | Zane C. Rowe Age: 55 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. 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 Sustainability Experience: Retail and product experience from previous executive sales role with Apple. Experience in sustainability as an executive at Workday. |

  17. Director Nominees

    | | 2026 Proxy Statement | 11 |

  18. Director Nominees

    | Brian H. Sharples Age: 65 Director Since: 2026 eBay Board Committees: None Other Public Company Boards: • GoDaddy, Inc. (since 2016) • Ally Financial Inc. (since 2018) | Experience Mr. Sharples was co-founder and Chief Executive Officer of HomeAway, Inc., a global online marketplace for the vacation rental industry, from 2004 through September 2016, and he also served as its Chairman through January 2017. Prior to HomeAway, he served as President and Chief Executive Officer of IntelliQuest Information Group, Inc., a supplier of marketing data and research to technology companies. He began his career as a consultant at Bain & Company, a global management consulting firm, and has engaged in several entrepreneurial and investment activities since that time. Mr. Sharples serves as board Chair for GoDaddy, Inc., a technology company focused on serving small businesses, where he has been a board member since 2016. He has also served on the board of Ally Financial Inc., a financial services company focused on digital banking and auto financing, since 2018, and he previously served on the boards of Yelp Inc., Avalara, Inc., RetailMeNot, Inc. and Kayak, Inc. Mr. Sharples earned a bachelor’s degree in math and economics from Colby College and a master’s degree in business administration from the Stanford Graduate School of Business. Director Qualifications • Technology Industry; E-commerce/Retail Industries; Strategy; Leadership; Entrepreneurship; Transactions/M&A; Product, Marketing and Media; Management; and Cybersecurity Experience: Extensive executive leadership experience in the technology and e-commerce industries as the co-founder and former Chief Executive Officer of HomeAway, a global online marketplace, and as board Chair for GoDaddy,a small-business focused technology company. |

  19. Director Nominees

    | Mohak Shroff Age: 47 Director Since: 2020 eBay Board Committees: • Technology Committee Other Public Company Boards: None | Experience Mr. Shroff has served as the President of Platforms and Digital Work at Microsoft Corporation, a multinational technology company, since April 2026. In this role, he leads technology platforms and long-term innovation across LinkedIn and Microsoft Office. From 2017 until April 2026, Mr. Shroff served as the Senior Vice President of Engineering at LinkedIn, a multinational professional networking company, where he led the global Engineering teams responsible for building, scaling, and protecting LinkedIn’s platform. During his tenure at LinkedIn, beginning in 2008, he held a range of technology leadership positions and 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. |

  20. Director Nominees

    | | 2026 Proxy Statement | 12 |

  21. Director Nominees

    | Perry M. Traquina Age: 70 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 Sustainability Experience: Former Chairman, CEO, and Managing Partner of Wellington Management Company LLP, and current service on boards of director of Morgan Stanley and The Allstate Corporation. |

  22. Director Nominees

    | | 2026 Proxy Statement | 13 |

  23. Director Nominees

    | | 2026 Proxy Statement | 14 |

  24. Highlights

    Highlights eBay is committed to transparency and accountability, as demonstrated by the following governance features:

  25. Highlights

    | | | | | | Board Composition and Independence • Diverse experience and perspectives • Commitment to Board refreshment • Board independence (11 of 12 directors are independent) | Board Leadership Structure and Effectiveness • Separate Board Chair and CEO roles • Independent Board Chair role • Board and committee self-evaluation process | Board Oversight and Stockholder Engagement • Strategy, technology and risk oversight • Oversight of sustainability and human capital initiatives • Stockholder engagement | Board Governance Policies & Practices • Clawback policies that meet and exceed SEC requirements • Stock ownership guidelines • Overboarding policy • Anti-hedging and anti-pledging policies • Annual governance review |

  26. Highlights

    | Stockholder Rights Our Board is committed to strong corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders, including governance provisions that protect and empower stockholders. | | | | | | | | Special Meetings • Stockholders representing 20% or more of eBay common stock can request eBay to call a special meeting of stockholders | Annual Election of Directors • All directors are elected annually by stockholders • Stockholders can remove directors with or without cause | Director Resignation Policy • Bylaws and Governance Guidelines include resignation policy for directors that do not receive a majority vote |

  27. Highlights

    | | | | | | Proxy Access for Director Nominations • Adopted proxy access bylaw provision that allows eligible stockholder or group of stockholders to nominate candidates for election to the Board that are included in our proxy statement and ballot | Majority Voting • For election of directors in uncontested elections • For amendments to bylaws • For extraordinary transactions | Independent Board Leadership • Board Chair is an independent director • Requirement for Lead Independent Director with robust responsibilities | Stockholder Engagement • Stockholders can communicate directly with our Board • Management regularly engages with stockholders to solicit views on important issues |

  28. Highlights

    | | 2026 Proxy Statement | 15 |

  29. Board Composition and Independence

    Board Composition and Independence Our Board developed guiding principles for Board membership, which are set forth in our Governance Guidelines and described in this Proxy Statement. Our directors have a broad range of highly relevant professional experience, which our Board believes is essential to proper corporate oversight in the rapidly changing environment in which the Company operates. Although we do not prescribe formal term limits for directors, our Board is committed to regular director refreshment as outlined below.

  30. Ongoing Assessment of Composition

    Ongoing Assessment of Composition

  31. Commitment to Board Refreshment

    Commitment to Board Refreshment While our Board does not have formal term limits for its directors, it is guided by the principles that our outside directors should have an average tenure of ten years or less and that the addition of new directors over time to “refresh” our Board is desirable. Our Board believes that, in addition to strategic succession planning, refreshment helps align Board skills and experience with our long-term strategy and also enhances the breadth of skills and experiences of our Board. Our director nominees have an average tenure of 5.5 years, which reflects a balance between the institutional knowledge of our longer-tenured directors and the fresh perspectives brought by our newer directors. Of our 11 director nominees, seven joined our Board in 2020 or later, including our newest director, Brian Sharples. Mr. Sharples joined our Board in March 2026, bringing proven technology expertise and significant experience building and scaling category-defining companies.

  32. 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.

  33. 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 is a transaction 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 our Audit Committee or, in the event of an inadvertent failure to bring the transaction to our Audit Committee for pre-approval, ratified by our Audit Committee. In the event that a member of our Audit Committee has an interest in a related person transaction, the transaction must be approved or ratified by the disinterested members of our Audit Committee. In deciding whether to approve or ratify a related person transaction, our Audit Committee will consider the following factors:

  34. Certain Transactions with Directors and Officers

    | • | 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; |

  35. Certain Transactions with Directors and Officers

    | • | Whether there are demonstrable business reasons for eBay to enter into the transaction; |

  36. Certain Transactions with Directors and Officers

    | • | Whether the transaction would impair the independence of an outside director under our director independence standards; and |

  37. Certain Transactions with Directors and Officers

    | • | 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 our Audit Committee deems relevant. |

  38. Certain Transactions with Directors and Officers

    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, 2025, 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.

  39. Certain Transactions with Directors and Officers

    | | 2026 Proxy Statement | 32 |

  40. Compensation of Directors

    Compensation of Directors Our 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 our CHCC’s independent compensation consultant. In connection with its engagement, Pay Governance assists our 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.

  41. 2025 Director Compensation Table

    2025 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, 2025.

  42. 2025 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 | 90,000 | 250,000 | 340,000 | | Logan D. Green | 95,000 | 250,000 | 345,000 | | E. Carol Hayles | 133,000 | 250,000 | 383,000 | | Shripriya Mahesh | 105,000 | 250,000 | 355,000 | | William D. Nash | 95,000 | 250,000 | 345,000 | | Paul S. Pressler | 215,000 | 350,000 | 565,000 | | Zane C. Rowe | 108,000 | 250,000 | 358,000 | | Brian H. Sharples(1) | — | — | — | | Mohak Shroff | 90,000 | 250,000 | 340,000 | | Perry M. Traquina | 123,000 | 250,000 | 373,000 |

  43. 2025 Director Compensation Table

    (1) Mr. Sharples was appointed to the Board in March 2026.

  44. Base Salary

    Base Salary Base Salary reflects the scope of executives’ roles and responsibilities and compensates for expected day-to-day performance. Annual Cash Incentives under the eBay Incentive Plan (“eIP”) align executive compensation with annual Company and individual performance objectives and motivate our executives to deliver and exceed the targets we set to promote business performance and stockholder value. Long-term Equity Incentives, including our performance-based RSU (PBRSU) and time-based RSU programs align executive incentives with the long-term interests of our stockholders. PBRSUs incentivize achievement of long-term, strategic Company objectives, while RSUs further align executives’ interests with the long-term market value of our stock. Our executive compensation program is heavily weighted towards long-term equity incentives. Of our equity grants made to executive officers in 2025, 60% of the target equity value was comprised of PBRSUs and 40% was comprised of time-based RSUs. Performance Align our executives’ interests with the long-term market value of our stock while also promoting retention, as our executives must remain with the Company in order to vest in the award and enjoy any growth in equity value. Annual Cash Incentives 60% 40% Performance-Based Long-Term Equity Incentives Base Salary based Restricted Stock Units (PBRSUs) Form Key Objective % of Target Equity Value Time-based Restricted Stock Units (RSUs) Hold executives accountable for long-term Company financial performance against FX-neutral revenue, non- GAAP operating margin, and return on invested capital metrics, and three-year relative total shareholder return. How We Pay Our CEO The following chart illustrates the predominance of equity incentives and performance-based components in Mr. Iannone’s 2025 target pay mix in our core compensation program. 2025 Target Compensation Base Salary $ 1,000,000 Annual Cash Incentive (eIP) $ 2,000,000 Equity Awards $ 23,000,000 Total Target Compensation $26,000,000 Base Salary—4% Annual Cash Incentive (eIP)—8% PBRSUs—53% RSUs—35% 61% Performance- Based Mr. Iannone’s compensation is heavily weighted to performance. Over 96% of his 2025 target compensation was based on performance goals or otherwise subject to Company stock price performance.

  45. Our 2025 eIP Performance

    Our 2025 eIP Performance Our eIP contains both Company financial and individual components. Our financial results accounted for 75% of our NEOs’ award targets, with individual performance accounting for the remaining 25%. We exceeded the financial targets under our eIP in 2025, including the FX-neutral revenue threshold of the eIP, and the non-GAAP net income target, as illustrated below. In 2025, our CHCC excluded the impact of M&A transactions when setting 2025 target eIP performance and payouts. Following the 2025 performance period, our CHCC exercised its authority to reduce the 2025 eIP payout by making a downward adjustment to our non-GAAP net income result to reflect the unplanned impact from a settlement of a multi-year contract, relating to taxes, that was not contemplated at the time eIP targets were set. As a result, our financial performance component of our eIP paid out at 164% of target. We apply a modifier to the individual performance component under our eIP to increase or decrease it proportionately based on our financial performance relative to target, in each case by up to a maximum of 20%. Because our financial performance component exceeded target performance in 2025, the individual performance component was modified upward by 20% under the eIP. For additional information on the total earned annual incentive award for each of our NEOs, and the eIP calculation mechanics, see below under “—2025 Annual Cash Incentive Awards.” FX-neutral revenue (threshold only) ($ billions) Non-GAAP net income ($ billions) THRESHOLD THRESHOLD TARGET MAXIMUM ACHIEVEMENT $10.87B $9.38B $2.20B $2.44B $2.64B ACHIEVEMENT $2.58B

  46. CD&A Roadmap

    | | Elements of Our Executive Compensation Program provides a description of our executive compensation practices, programs, and processes. | | 2025 NEO Target Compensation discusses how we determine the mix of the elements in our compensation program to achieve our total target compensation. | | 2025 Compensation Design and Determinations explains how we designed our 2025 compensation programs and determined the payouts thereunder. | | | Further Considerations for Setting Executive Compensation discusses the role of our compensation consultant, how our peer group impacts our compensation programs, and the impact of accounting and tax requirements on compensation. | | Severance and Change in Control Arrangements with Executive Officers and Clawbacks discusses our severance and change in control plans and other arrangements with our executive officers. | | |

  47. CD&A Roadmap

    | Cash | Compensation Elements | Performance Metrics | Performance and Vesting Periods | Why We Pay | | | Base Salary | Assessment and Target Positioning Strategy | N/A | • Rewards executives’ day-to-day 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 objectives • Motivates executives to deliver and exceed the targets we set to promote business performance and stockholder value • CSAT kicker incentivizes improvements in customer satisfaction • Individual performance differentiates compensation based on individual contributions | | 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 • Promotes retention so executives can vest in awards and enjoy growth in equity value • Incentivizes achievement of long-term, strategic Company objectives • Holds executives accountable for long-term against Company financial and stock price performance metrics |

  48. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Each year, our CHCC reviews equity award guidance for each executive position and determines the value of annual equity award grants 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. Our CHCC is aware of the potential stock dilution resulting from equity compensation and carefully considers share usage each year. In 2025, our CHCC reviewed equity award guidance by position based on the following:

  49. Long-Term Equity Incentive Compensation

    | • | 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 2025 peer group), and | | • | equity compensation practices for comparable technology companies that are included in proprietary third-party surveys. |

  50. Long-Term Equity Incentive Compensation

    Each executive’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.

  51. Target Value of Total Compensation for NEOs

    Our CHCC reviewed and approved the target values of equity awards, target annual cash incentive awards, and salaries for our NEOs based on available market data as well as the factors described above, including Company and individual performance. Equity award values for 2025 returned to baseline level across our broad employee population, following a Company-wide reduction in 2024 to manage share usage. Accordingly, the target values of equity award grants for our NEOs generally increased in 2025 from 2024 levels. The following table shows 2025 target direct compensation for our NEOs:

  52. Target Value of Total Compensation for NEOs

    | Name | 2025 Annual Base Salary | Year- Over-Year Change for Base Salary (%) | 2025 Target Annual Cash Incentive Award (% of Salary) | Year-Over- Year Change for Target Annual Cash Incentive Award (%) | 2025 Target Value of Equity Awards ($)(1) | Year-Over- Year Change for Target Value of Equity Awards (%)(2) | | Mr. Iannone | $1,000,000 | No Change | 200% | No Change | $23,000,000 | 22% | | Ms. Alford | $850,000 | N/A(3) | 100% | N/A(3) | $9,000,000 | N/A(3) | | Ms. Loeger | $735,000 | 5% | 75% | No Change | $7,750,000 | No Change(4) | | Mr. Sweetnam | $735,000 | 5%(5) | 75% | No Change | $12,000,000 | N/A(6) | | Ms. Wellington | $715,000 | 6% | 75% | No Change | $5,000,000 | 11% | | Mr. Priest | $800,000 | No Change | 100% | No Change | N/A(7) | N/A | | Mr. Garcia | $675,000 | No Change | 75% | No Change | N/A(7) | N/A |

  53. Target Value of Total Compensation for NEOs

    | (1) Includes 60% PBRSUs and 40% time-based RSUs. |

  54. Target Value of Total Compensation for NEOs

    | (2) As noted above, equity award values for 2025 returned to baseline level across our broad employee population, following a Company-wide reduction in 2024 to manage share usage. |

  55. Target Value of Total Compensation for NEOs

    | (4) In 2024, Ms. Loeger’s target value of equity awards increased 24% from the prior year, after taking on more individual responsibilities. |

  56. Target Value of Total Compensation for NEOs

    | (5) Mr. Sweetnam took on additional responsibilities following his appointment as our Chief Commercial Officer in May 2025. Accordingly, our CHCC adjusted his annual target compensation upwards and also provided for limited continued vesting on equity awards granted in or after 2025 in the event of a qualifying retirement (as further described below under “Severance and Change in Control Arrangements with Executive Officers and Clawbacks—Limited Vesting Continuation of PBRSUs and Time-based RSUs upon Retirement”). |

  57. Target Value of Total Compensation for NEOs

    | (6) Mr. Sweetnam did not receive an equity award in 2024. |

  58. Target Value of Total Compensation for NEOs

    | (7) Each of Mr. Priest and Mr. Garcia departed the Company in July 2025 and did not receive a new equity award in 2025. |

  59. Supplemental Transition Awards for New Hires

    Our executive compensation program is highly performance-based, with payouts under the performance-based programs dependent on meeting financial targets over designated performance periods. For 2025, we selected financial metrics and targets that our CHCC believes incentivize our management team to achieve our strategic objectives and drive the Company’s financial performance and long-term stock performance, including FX-neutral revenue, non-GAAP operating margin dollars, return on invested capital, relative total shareholder return and non-GAAP net income. In 2025, we utilized our core long-term incentive equity mix of PBRSUs and RSUs, as illustrated below.

  60. Supplemental Transition Awards for New Hires

    2025 Long-Term Equity Incentive Awards In 2025, our NEOs received equity-related compensation as part of the Company’s standard annual equity award. The formula used to allocate the 2025 annual target equity awards is as follows: 40% Time-based RSUs 60% Performance-based RSUs

  61. Performance Period and Vesting

    Performance Period and Vesting Each executive officer is awarded a target number of shares under the PBRSU award at the beginning of a three-year performance cycle. The number of shares each executive officer will ultimately receive under 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. Awards are earned under PBRSUs based on financial performance over three one-year performance periods, subject to a final adjustment based on the Company’s stock performance relative to the S&P 500 through an overlapping three-year performance period. The financial performance goals for each one-year performance period within a PBRSU cycle are approved by our CHCC at the beginning of that year. PBRSU awards granted in 2023, 2024 and 2025 utilize three-year performance cycles running from 2023-2025, 2024-2026 and 2025-2027, respectively. If the Company’s actual financial performance exceeds or falls short of the Company’s targets, the shares earned under the PBRSU award will be increased or decreased based on the PBRSU calculation formula. At the end of the three-year performance cycle, the performance result is then adjusted by the relative total shareholder return modifier. This relative total shareholder return modifier period runs until one day prior to the vesting date, in March following the end of the three-year performance period. As a result, 100% of our executive officers’ PBRSU awards are subject to upward or downward adjustment based on three years of relative Company stock price performance. Our CHCC believes the length of this period is important both for retaining executive officers and aligning their interests with long-term stockholder interests and the long-term market value of our stock.

  62. Performance Measures and Rationale

    Performance Measures and Rationale The following table outlines the performance measures for the PBRSUs and the rationale for their selection.

  63. Performance Measures and Rationale

    | 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 an overlapping three-year period ending one day prior to the vesting date—can modify total payout under PBRSU awards up or down by as much as 15%. If eBay’s total shareholder return during its performance period is negative, the rTSR cannot increase the payout. | | Rationale | Our 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 making 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 over time and to 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. |

  64. Performance Measures and Rationale

    | | 2026 Proxy Statement | 50 |

  65. Performance Measures and Rationale

    | (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. |

  66. Performance Measures and Rationale

    | (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; significant gains or losses and transaction expenses from the acquisition or disposal of a business; restructuring expenses; and certain other significant gains, losses, or charges that are not indicative of the Company’s core operating results. |

  67. Performance Measures and Rationale

    | (3) Measured against the S&P 500. |

  68. Performance Measures and Rationale

    2023-2025 PBRSU Timeline 2024-2026 PBRSU Timeline 2024 2025 2026 2027 2024-2026 Performance Period March 15 rTSR Modifier period PERIOD 1 PERIOD 2 PERIOD 3 2025-2027 PBRSU Timeline 2025 2026 2027 2028 2025-2027 Performance Period March 15 100% vesting of earned awards rTSR Modifier period PERIOD 1 PERIOD 2 PERIOD 3 2023 2024 2025 2026 2023-2025 Performance Period March 15 100% vesting of earned awards

  69. Calculation Mechanics

    Calculation Mechanics There is no payout of shares under a PBRSU award unless at least one of the FX-neutral revenue or non-GAAP operating margin dollars minimum performance thresholds is met in at least one of the three performance years. Each of the minimum performance thresholds are independent. Once 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 shown below. Our 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). Our CHCC may also apply negative discretion to reduce the payout levels of the awards. Our CHCC made no adjustments to the calculations or payout levels for our 2023-2025 PBRSUs.

  70. Time-based RSUs

    Time-based RSUs Each executive officer receives a portion of their annual equity awards in the form of RSUs that vest quarterly, 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. These vesting schedules are aligned with market practice and help the Company remain competitive in attracting talent.

  71. Former PBSO Program

    Former PBSO Program While the Company has utilized its core long-term incentive equity mix of PBRSUs and RSUs in 2024 and 2025, executives at the level of Senior Vice President and above in 2023 received annual performance-based stock option (“PBSO”) grants that were subject to a three-year performance period (2023-2025) and time-based vesting requirements. These PBSOs utilized four performance target unlocks (25%, 50%, 75% and 100% of the award) based on our total advertising and payments revenue performance. The PBSOs awarded to these executives were the only options granted by the Company in 2023, and no options were granted by the Company in 2024 or 2025.

  72. 2023-2025 Options Earned

    | Name | Percentage of Option Awards Earned for 2023-2025 Performance | Number of Options Earned for 2023-2025 Performance | Vesting Schedule | | Mr. Iannone | 100% | 640,420 | For awards earned based on 2023 target level performance (50% of total): One-third in each of: March 2024; March 2025; and March 2026 For awards earned based on 2024 above-target level performance (100% of total): Two-thirds in March 2025; and one-third in March 2026 | | Ms. Loeger | 100% | 190,602 | Same as above | | Mr. Sweetnam | 100% | 198,226 | Same as above | | Mr. Priest | 100% | 243,970 | Same as above, except that the options scheduled to vest in March 2026 were accelerated at the time of his separation from the Company in July 2025, pursuant to our Standard Severance Plan | | Mr. Garcia | 100% | 190,602 | Same as above, except that the options scheduled to vest in March 2026 were accelerated at the time of his separation from the Company in July 2025, pursuant to our Standard Severance Plan |

  73. 2025 Annual Cash Incentive Awards (eIP)

    2025 Annual Cash Incentive Awards (eIP) Plan Design Our eIP is a broad-based short-term cash incentive plan with an annual performance period. In the first quarter of each year, our CHCC approves Company performance measures based on business criteria and target levels of performance. After the end of each year, our CHCC approves the actual performance against the Company performance measures to determine the payout percentage for that portion of the annual cash incentive plan.

  74. Performance Measures and Rationale

    Performance Measures and Rationale The following table provides information on the Company performance measures set in the first quarter of 2025 and rationale for their selection:

  75. Performance Measures and Rationale

    | Performance Measures(1) | Rationale | Target | | | Company performance measure | | | | | FX-neutral revenue (threshold-only) | In line with our pay-for-performance philosophy, our 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 amount of the annual cash incentive earned based on the Company financial performance component is determined based on our non-GAAP net income results. | 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 primarily based on the Company’s Board-approved budget for the year. | | | Customer satisfaction improvement (kicker) | We believe improved customer satisfaction (CSAT) can lead to revenue growth, and inclusion of the CSAT kicker supports 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 5%. | | | Individual measure | | | | | Individual performance | Our CHCC believes that a portion of the compensation payable under this plan should be differentiated based on individual performance. We review this performance at the end of the year and discuss with our CHCC and, in the case of our CEO, our Board. Individual performance includes goals relating to sustainability and human capital initiatives. | • | Our CHCC determines (i) individual performance of the CEO, with input from the full Board, and (ii) individual performance of each of the other executive officers after considering the CEO’s assessments and recommendations. | | | | • | In making its determination of the individual performance by each executive officer, our CHCC does not give any specific weighting to individual goals. | | | | • | A modifier to individual performance is applied based on achievement of Company performance goals. |

  76. Performance Measures and Rationale

    | (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. |

  77. Performance Measures and Rationale

    | (2) 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 expenses; certain other significant gains, losses, or charges that are not indicative of the company’s core operating results; change in fair market value of warrants; 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. |

  78. Performance Measures and Rationale

    | | 2026 Proxy Statement | 53 |

  79. Calculation Mechanics

    Calculation Mechanics Our eIP is designed to support a tight link between Company performance and any incentive payouts. 75% of each executive officer’s target opportunity under our eIP is based on the Company’s performance and, to facilitate differentiation as appropriate based on individual performance, the remaining 25% is based on individual performance. Company Component: The annual cash incentives payable for 2025 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% for threshold and up 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 5%, bringing the Company component up to a maximum of 210% in the event of maximum Company performance and maximum CSAT kicker). However, if non-GAAP net income performance is below target level, the 5% CSAT kicker does not apply. Individual Component: Consistent with our commitment to aligning executive compensation with Company performance, the Company modifier adjusts 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 a maximum of 240% in the event of maximum individual and Company performance).

  80. Individual Performance

    Individual Performance With respect to individual performance, our CEO presents our CHCC with his assessment of the individual performance of our other executive officers, each of whom is his direct report, and recommends payout percentages for their respective individual performance components. Our CHCC reviews his assessments and payout recommendations, along with a scorecard evaluation, and makes a holistic determination of the level of individual performance and payouts for each executive officer. In addition, our CHCC (with input from our full Board, other than our CEO) makes a holistic determination of the individual performance of our CEO. In making its determination of the individual performance of each executive officer, our CHCC does not give any specific weighting to individual goals. For 2025, the executive team set team goals related to our sustainability and human capital initiatives, and success against these goals was a factor considered in our CHCC’s holistic assessment of individual performance.

  81. 2025 Performance and Payouts

    2025 Performance and Payouts We discuss the financial goals for the 2025 eIP performance period and corresponding performance results above in the “Executive Summary.” Each year, the financial performance goals are approved by our CHCC at the beginning of that year. In early 2026, our CHCC reviewed the 2025 financial results under the eIP, which were above threshold and target. As part of its review of the Company’s financial performance under our eIP, our CHCC has authority to consider 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. For 2025, our CHCC determined to adjust non-GAAP net income performance downward under our eIP due to the unplanned impact from a settlement of a multi-year contract, relating to taxes, that was not contemplated at the time eIP targets were set. Accordingly, the Company financial performance component was certified by our CHCC at 164% of target for all NEOs. This Company financial performance achievement also resulted in a 20% upward modification of the individual performance component under the eIP. While CSAT performance for 2025 increased year over year, the results for 2025 were below target, so the CSAT kicker was not factored into the Company performance component. Our CHCC considered the factors described above under “—2025 NEO Target Compensation—Target Value of Total Compensation for NEOs” when assessing our CEO’s individual performance and determined the individual component of his annual cash incentive to be 185% of target, which was modified upward by 20% as a result of our above-target Company financial performance component. As a result, our CEO’s total earned annual incentive award for 2025, including the Company financial component and the individual component, was 179% of target. For our other executive officers, the individual performance component was recommended to our CHCC by our CEO based on his assessment of their respective performance using the factors described above under “—2025 NEO Target Compensation—Target Value of Total Compensation for NEOs,” which our CHCC reviewed and approved. Our NEOs earned the following annual incentive awards under our eIP for 2025:

  82. 2025 Performance and Payouts

    | Name | Annual Cash Incentive Target as Percentage of Base Salary | Annual Cash Incentive Award for 2025 | Company Performance Payout % | Performance Payout as % of Target | | Mr. Iannone | 200% | $3,570,000 | 164% | 179% | | Ms. Alford | 100% | $962,870(1) | 164% | 179% | | Ms. Loeger | 75% | $971,186 | 164% | 179% | | Mr. Sweetnam | 75% | $965,960 | 164% | 179% | | Ms. Wellington | 75% | $942,583 | 164% | 179% |

  83. 2025 Performance and Payouts

    (1) Cash incentive was pro-rated based on time employed by the Company during 2025.

  84. 2025 Performance and Payouts

    | | 2026 Proxy Statement | 54 |

  85. 2025 Performance and Payouts

    In accordance with our Standard Severance Plan, Mr. Priest’s and Mr. Garcia’s respective eIP payouts were based on the actual performance of the Company for the full year and target individual performance, but pro-rated for the time that each was employed during 2025, as described below under “2025 Summary Compensation Table.”

  86. 2025 Performance and Payouts

    | | Further Considerations for Setting Executive Compensation |

  87. Role of Consultants in Compensation Decisions

    Role of Consultants in Compensation Decisions Pay Governance serves as our CHCC’s independent compensation consultant. Pay Governance provides advice and resources to assist our CHCC in assessing the effectiveness of our executive compensation strategy and programs. Pay Governance reports directly to our CHCC, and our CHCC has the sole power to terminate or replace Pay Governance at any time. As part of Pay Governance’s engagement, our CHCC has directed them 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 our CHCC. Pay Governance also meets with our CHCC during its regular meetings, in executive session (where no members of management are present), and with our CHCC’s Chair and other members outside of its regular meetings. In 2025, 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 and benefits for the Company’s executive officers, advised on the framework for the Company’s long-term incentive awards, assessed Board compensation, and provided other related and similar services. Pay Governance also provided guidance to our CHCC regarding our clawback policies. Pay Governance does not provide any other services to the Company.

  88. Compensation Consultant Conflict of Interest Assessment

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

  89. 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 market and industry data, including from public filings of our peer group companies and proprietary third-party surveys of comparable technology companies. We believe it is necessary to consider this 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, our 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, our CHCC generally considers revenue, market value, historical growth rates, primary line of business, whether the company has a recognizable and well-regarded brand, and whether we have a history of competing with the company for talent. For each member of our peer group, one or more of the factors listed above was relevant to their inclusion in the group, and, similarly, one or more of these factors may not have been relevant to their inclusion in the group. Our CHCC evaluates our peer group on an annual basis with the assistance of Pay Governance. Our CHCC did not make any changes to our peer group for 2025, which appears below:

  90. Peer Group Considerations

    | | 2026 Proxy Statement | 55 |

  91. Peer Group Considerations

    | | Severance and Change in Control Arrangements with Executive Officers and Clawbacks |

  92. Peer Group Considerations

    The objective of our severance and change in control arrangements is to provide fair and reasonable severance that also serves as a retention incentive. We believe these protections help us attract and retain highly talented executive officers.

  93. 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 (our “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. Each of our NEOs is, or prior to their departure, was, eligible to participate in our Standard Severance Plan. For our CEO, pursuant to his offer letter, our 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. For Mr. Sweetnam, pursuant to his offer letter, his RSU and PBRSU awards granted in or after 2025 also provide enhanced severance benefits in the event of his qualified retirement on or after June 30, 2028 (the “Trigger Date”). Additional termination benefits in connection with any of 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. Each of Mr. Priest and Mr. Garcia participated in our Standard Severance Plan and separated from the Company in July 2025. Each of them was paid severance pursuant to this arrangement, and details of their respective severance benefits are provided below under “2025 Summary Compensation Table.”

  94. Severance Arrangements in Connection with a Change in Control

    Severance Arrangements in Connection with a Change in Control We have not entered into any arrangements with any of our NEOs to provide “single trigger” severance payments upon a change in control. Our Equity Incentive Plan generally provides for the acceleration of time-based 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. Similarly, our Equity Incentive Plan generally provides that if the acquiring entity does not agree to convert, assume or replace the awards, outstanding PBRSUs are deemed earned at the target number of shares subject to such awards for performance periods for which achievement has not yet been determined. These provisions generally apply to all holders of awards under our Equity Incentive Plan. Our 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. Each of our NEOs participates (or, for our NEOs who departed the Company in 2025, participated) in our Change in Control Severance Plan. Certain payments under our Change in Control Severance Plan are reduced by any similar severance payments made under our other severance plans or agreements, including our Standard Severance Plan. Please see “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.

  95. Limited Vesting Continuation of PBRSUs and Time-based RSUs upon Retirement

    Limited Vesting Continuation of PBRSUs and Time-based RSUs upon Retirement In connection with Mr. Sweetnam’s appointment as SVP, Chief Commercial Officer in May 2025, our CHCC approved a limited vesting continuation provision to apply towards his annual PBRSU and RSU grants, beginning with his 2025 awards, if he retires on or after the Trigger Date. Provided that Mr. Sweetnam continuously provides services to the Company through the Trigger Date, in the event of his retirement thereafter, his PBRSUs and RSUs granted in or after 2025 will continue to vest per their original vesting schedules (and, for PBRSUs, based on the Company’s performance) for up to two years following his retirement. The termination of Mr. Sweetnam’s employment will not be considered a retirement unless he: (A) provides at least six (6) months’ notice, (B) transitions his duties and responsibilities, (C) enters into a release of all claims in favor of the Company, and (D) does not engage in competitive activities with the Company during the remaining vesting period. If Mr. Sweetnam engages in competitive activities following his retirement, vesting of his PBRSUs and RSUs will cease and all of his then-unvested awards will be forfeited. The Company believes that establishing a time after which Mr. Sweetnam can choose to retire and receive continued vesting of his PBRSUs and RSUs thereafter, as outlined above, benefits the Company and its stockholders by retaining Mr. Sweetnam, giving the Company increased visibility into his future plans, and allowing for enhanced succession planning and knowledge transfer.

  96. Clawbacks

    Clawbacks Since 2014, we have maintained a clawback policy that covers employees at the level of a Vice President or above and applies to incentive compensation, which includes any cash incentive award, equity award (including time-based RSUs and performance-based equity awards), or equity-based award paid or awarded to any covered employee during the period in which they are designated as a covered employee. In 2026, our CHCC amended this policy, including to expand its coverage to also apply to employees at the level of Senior Director. 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 our Code of Conduct or (b) an action or omission by the covered employee that results in material financial or reputational harm to the Company. In addition, for any covered employee who is employed as a Senior Vice President or in a more senior position or a Vice President who is a member of the Company’s 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.

  97. Clawbacks

    | • | 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 |

  98. 2025 Summary Compensation Table

    2025 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, 2025 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal years ended December 31, 2024 and 2023.

  99. 2025 Summary Compensation Table

    | | | | | | | | Change in | | | | | | | | | | | Pension Value | | | | | | | | | | | and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | Name and Principal | Year | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Position (a) | (b) | ($) (c) | ($) (d) | ($) (e) | ($) (f) | ($) (g) | ($) (h) | ($) (i) | ($) | | Jamie Iannone | 2025 | 1,000,000 | — | 23,518,310 | | 3,570,000 | — | 375,580 | 28,463,890 | | President and Chief | 2024 | 1,000,000 | — | 16,315,235 | — | 2,895,000 | — | 139,415 | 20,349,650 | | Executive Officer (“CEO”) | 2023 | 1,000,000 | — | 12,904,448 | 4,141,196 | 3,330,000 | — | 185,025 | 21,560,669 | | Peggy Alford(1) | 2025 | 539,423 | 3,925,000 | 10,520,416 | — | 962,870 | — | 25,135 | 15,972,844 | | Senior Vice President, | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | (“CFO”) | | | | | | | | | | | Julie Loeger | 2025 | 725,442 | — | 8,130,417 | — | 971,186 | — | 54,073 | 9,881,118 | | Senior Vice President, | 2024 | 700,000 | — | 6,154,541 | — | 759,938 | — | 14,800 | 7,629,278 | | Chief Growth Officer | 2023 | 700,000 | 500,000 | 3,805,581 | 1,232,517 | 905,625 | — | 27,665 | 7,171,388 | | Jordan Sweetnam(2) | 2025 | 721,539 | — | 8,736,889 | — | 965,960 | — | 25,135 | 10,449,522 | | Senior Vice President, | | | | | | | | | | | Chief Commercial Officer | | | | | | | | | | | Samantha Wellington | 2025 | 704,077 | 2,575,000 | 4,107,856 | — | 942,583 | — | 25,135 | 8,354,651 | | Senior Vice President, | 2024 | 142,788 | 2,500,000 | 3,788,477 | — | — | — | 1,000 | 6,432,265 | | Chief Legal Officer | | | | | | | | | | | Steve Priest(3) | 2025 | 489,231 | — | 3,517,668 | — | 748,523 | — | 9,350,616 | 14,106,037 | | Former Senior Vice | 2024 | 800,000 | — | 6,277,449 | — | 978,000 | — | 26,000 | 8,081,449 | | President, Chief Financial | 2023 | 800,000 | — | 4,979,143 | 1,577,614 | 1,320,000 | — | 50,327 | 8,727,085 | | Officer | | | | | | | | | | | Eddie Garcia(4) | 2025 | 389,423 | — | 2,741,465 | — | 446,863 | — | 6,493,554 | 10,071,305 | | Former Senior Vice | 2024 | 675,000 | — | 4,916,838 | — | 732,797 | — | 19,650 | 6,344,285 | | President, Chief Product | 2023 | 675,000 | 2,250,000 | 3,918,664 | 1,232,517 | 842,906 | — | 19,050 | 8,938,137 | | Officer | | | | | | | | | |

  100. 2025 Summary Compensation Table

    | (1) Ms. Alford was appointed as Senior Vice President, CFO effective May 12, 2025. |

  101. 2025 Summary Compensation Table

    | (2) Mr. Sweetnam was appointed as Senior Vice President, Chief Commercial Officer, effective May 12, 2025. |

  102. 2025 Summary Compensation Table

    | (3) Mr. Priest departed the Company on July 31, 2025. |

  103. 2025 Summary Compensation Table

    | (4) Mr. Garcia departed the Company on July 18, 2025. |

  104. 2025 Grants of Plan-Based Awards

    2025 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, 2025.

  105. 2025 Grants of Plan-Based Awards

    | | | | | | | | | | | | Grant | | | | | | | | | | | All Other | | Date Fair | | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Stock | Exercise | Value | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Awards: | or Base | of Stock | | | | | Plan Awards | | | Plan Awards | | | Number of | Price of | and | | | | | | | | | | | Shares of | Option | Option | | | Approval | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or | Awards | Awards | | Name (a) | Date (b) | Date (c) | ($)(d) | ($)(e) | ($)(f) | (#)(g) | (#)(h) | (#)(i) | Units (#)(j) | ($/sh)(k) | ($)(l) | | Mr. Iannone | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 750,000 | 1,500,000 | 3,150,000 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 500,000 | 1,200,000 | — | — | — | — | — | — | | PBRSUs | | | | | | | | | | | | | (2023-2025 Performance Period) | 3/30/2023 | 1/1/2025 | — | — | — | 22,478 | 62,222 | 164,888 | — | — | 4,173,852 | | PBRSUs | | | | | | | | | | | | | (2024-2026 Performance Period) | 3/28/2024 | 1/1/2025 | — | — | — | 26,774 | 74,116 | 196,407 | — | — | 5,059,899 | | PBRSUs | | | | | | | | | | | | | (2025-2027 Performance Period) | 3/24/2025 | 4/1/2025 | — | — | — | 24,993 | 69,185 | 183,340 | — | — | 4,903,141 | | RSUs | 3/24/2025 | 4/1/2025 | — | — | — | — | — | — | 138,369 | — | 9,381,418 | | Ms. Alford | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 202,284 | 404,567 | 849,591 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 134,856 | 323,654 | — | — | — | — | — | — | | PBRSUs | | | | | | | | | | | | | (2025-2027 Performance Period) | 4/27/2025 | 6/15/2025 | — | — | — | 8,393 | 23,234 | 61,570 | — | — | 1,933,069 | | RSUs | 4/27/2025 | 6/15/2025 | — | — | — | — | — | — | 46,467 | — | 3,594,687 | | RSUs | 4/27/2025 | 6/15/2025 | — | — | — | — | — | — | 64,538 | — | 4,992,660 | | Ms. Loeger | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 204,031 | 408,061 | 856,929 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 136,020 | 326,449 | — | — | — | — | — | — | | PBRSUs | | | | | | | | | | | | | (2023-2025 Performance Period) | 3/30/2023 | 1/1/2025 | — | — | — | 6,690 | 18,519 | 49,073 | — | — | 1,242,187 | | PBRSUs | | | | | | | | | | | | | (2024-2026 Performance Period) | 3/28/2024 | 1/1/2025 | — | — | — | 10,979 | 30,392 | 80,539 | — | — | 2,074,862 | | PBRSUs | | | | | | | | | | | | | (2025-2027 Performance Period) | 3/24/2025 | 4/1/2025 | — | — | — | 8,422 | 23,313 | 61,779 | — | — | 1,652,192 | | RSUs | 3/24/2025 | 4/1/2025 | — | — | — | — | — | — | 46,625 | — | 3,161,175 | | Mr. Sweetnam | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 202,933 | 405,866 | 852,318 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 135,289 | 324,693 | — | — | — | — | — | — | | PBRSUs | | | | | | | | | | | | | (2023-2025 Performance Period) | 3/30/2023 | 1/1/2025 | — | — | — | 6,957 | 19,259 | 51,036 | — | — | 1,291,894 | | PBRSUs | | | | | | | | | | | | | (2025-2027 Performance Period) | 3/24/2025 | 5/15/2025 | — | — | — | 12,488 | 34,570 | 91,611 | — | — | 2,563,711 | | RSUs | 3/24/2025 | 5/15/2025 | — | — | — | — | — | — | 69,140 | — | 4,881,284 | | Ms. Wellington | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 198,022 | 396,043 | 831,691 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 132,014 | 316,835 | — | — | — | — | — | — | | PBRSUs | | | | | | | | | | | | | (2024-2026 Performance Period) | 9/3/2024 | 1/1/2025 | — | — | — | 5,304 | 14,683 | 38,910 | — | — | 1,002,408 | | PBRSUs | | | | | | | | | | | | | (2025-2027 Performance Period) | 3/24/2025 | 4/1/2025 | — | — | — | 5,434 | 15,041 | 39,859 | — | — | 1,065,956 | | RSUs | 3/24/2025 | 4/1/2025 | — | — | — | — | — | — | 30,081 | — | 2,039,492 | | Mr. Priest | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 183,462 | 366,923 | 770,538 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 122,308 | 293,538 | — | — | — | — | — | — | | PBRSUs | | | | | | | | | | | | | (2023-2025 Performance Period) | 3/30/2023 | 1/1/2025 | — | — | — | 8,563 | 23,704 | 62,816 | — | — | 1,590,064 | | PBRSUs | | | | | | | | | | | | | (2024-2026 Performance Period) | 3/28/2024 | 1/1/2025 | — | — | — | 10,200 | 28,235 | 74,823 | — | — | 1,927,603 | | Mr. Garcia | | | | | | | | | | | | | eIP—Company Performance | N/A | N/A | 109,525 | 219,050 | 460,006 | — | — | — | — | — | — | | eIP—Individual Performance | N/A | N/A | — | 73,017 | 175,240 | — | — | — | — | — | — | | PBRSUs | | | | | | | | | | | | | (2023-2025 Performance Period) | 3/30/2023 | 1/1/2025 | — | — | — | 6,690 | 18,518 | 49,073 | — | — | 1,242,187 | | PBRSUs | | | | | | | | | | | | | (2024-2026 Performance Period) | 3/28/2024 | 1/1/2025 | — | — | — | 7,933 | 21,961 | 58,197 | — | — | 1,499,277 |

  106. 2025 Grants of Plan-Based Awards

    | | 2026 Proxy Statement | 62 |

  107. 2025 Grants of Plan-Based Awards

    Estimated Future Payouts Under Non-Equity Incentive Plan Awards (eIP) (Columns (d), (e), and (f)) The amounts reported under these columns relate to the possible awards under the eIP. In 2025, the total annual target incentive amounts under the eIP for the NEOs were as follows:

  108. 2025 Grants of Plan-Based Awards

    | Mr. Iannone | $2,000,000 | | Ms. Alford | $539,423 | | Ms. Loeger | $544,082 | | Mr. Sweetnam | $541,154 | | Ms. Wellington | $528,058 | | Mr. Priest | $489,231 | | Mr. Garcia | $292,067 |

  109. 2025 Grants of Plan-Based Awards

    The total 2025 annual target incentive amounts under the annual cash incentive plan for the NEOs were allocated 75% to Company performance and 25% to individual performance. No payment occurs for the individual performance component of the annual cash incentive plan unless the minimum thresholds for both FX-neutral revenue and non-GAAP net income are achieved; for 2025, both these Company performance thresholds were achieved. Actual payouts to our NEOs under the annual cash incentive plan for the fiscal year ended December 31, 2025 are reflected in the “Non-Equity Incentive Plan Compensation” column in the “2025 Summary Compensation Table” above. eIP—Company Performance: The amounts shown in the rows entitled “eIP—Company Performance” reflect potential payouts for the fiscal year ended December 31, 2025 under the eIP for the portion of the award payable based on the Company’s performance, as follows:

  110. 2025 Grants of Plan-Based Awards

    | • | Threshold: The amounts shown in this column reflect the minimum payment levels if the minimum FX-neutral revenue and non-GAAP net income thresholds are achieved, which are 50% of the amounts shown under the Target column. |

  111. 2025 Grants of Plan-Based Awards

    | • | Target: The amounts shown in this column reflect the target payment levels if target non-GAAP net income is achieved. |

  112. 2025 Grants of Plan-Based Awards

    | • | Maximum: The amounts shown in this column represent the maximum amounts payable based on Company performance (including the maximum CSAT kicker), which are 210% of the amounts shown under the Target column. |

  113. 2025 Grants of Plan-Based Awards

    eIP—Individual Performance: The amounts shown in the rows entitled “eIP—Individual Performance” reflect potential payouts for the fiscal year ended December 31, 2025 under the eIP for the portion of the award payable based on individual performance, as follows:

  114. 2025 Grants of Plan-Based Awards

    | • | Threshold: Although there are no thresholds under the eIP for individual performance, there is no payout for individual performance unless the minimum thresholds for both Company-wide FX-neutral revenue and non-GAAP net income are achieved. |

  115. 2025 Grants of Plan-Based Awards

    | • | Target: The amounts shown in this column reflect 100% of the target award for individual performance. |

  116. 2025 Grants of Plan-Based Awards

    | • | Maximum: The amounts shown in this column are 240% of the amounts shown under the Target column. |

  117. 2025 Grants of Plan-Based Awards

    In years when the Company’s financial performance is above its threshold, a modifier is applied to the individual performance component to reduce or increase it proportionately based on the Company financial performance component relative to target, in a range of 80-120%. See “—2025 Compensation Design and Determinations—2025 Annual Cash Incentive Awards” above. Estimated Future Payouts Under Equity Incentive Plan Awards (PBRSUs) (Columns (g), (h), and (i)) The amounts shown reflect potential payouts of the respective portions of the 2023-2025, 2024-2026, and 2025-2027 PBRSUs that were treated as granted for accounting purposes in 2025, as follows:

  118. 2025 Grants of Plan-Based Awards

    | • | Threshold: The amounts shown in this column reflect the awards if the minimum FX-neutral revenue and non-GAAP operating margin dollar thresholds are achieved and each of the lowest return on invested capital modifier and the lowest total shareholder return modifier is applied, respectively, and are 36% of the amounts shown under the Target column. |

  119. 2025 Grants of Plan-Based Awards

    | • | Target: The amounts shown in this column reflect the awards if the target FX-neutral revenue and non-GAAP operating margin dollar amounts are achieved, and each of the target return on invested capital modifier and the target total shareholder return modifier, is applied, respectively. |

  120. 2025 Grants of Plan-Based Awards

    | • | Maximum: The amounts shown in this column reflect the awards if the maximum FX-neutral revenue and non-GAAP operating margin dollar amounts are achieved and each of the maximum return on invested capital modifier and the maximum total shareholder return modifier, is applied, respectively, and are 265% of the amounts shown under the Target column. |

  121. 2025 Grants of Plan-Based Awards

    For further discussion of the PBRSUs, including their vesting schedules, see “—2025 Compensation Design and Determinations—2025 Long-Term Equity Incentive Awards— PBRSU Program” and, for Mr. Sweetnam’s specific provisions, “Severance and Change in Control Arrangements with Executive Officers and Clawbacks—Limited Vesting Continuation of PBRSUs and Time-based RSUs upon Retirement,” each above. All Other Stock Awards: Number of Shares of Stock or Units (RSUs) (Column (j)) The awards reflect the number of RSUs on the grant date. RSU awards granted to our NEOs in 2025 vest quarterly over a four-year period beginning on June 15, 2025, subject to continued employment. Grant Date Fair Value of Stock and Option Awards (Column (l)) The grant date fair value of each RSU award was calculated using the fair value of our common stock on the date of grant. The grant date fair value of PBRSUs was calculated based on the fair value of our common stock on the date of grant and the probable outcome of applicable performance measures as of the date on which the awards were granted for accounting purposes.

  122. 2025 Grants of Plan-Based Awards

    | | 2026 Proxy Statement | 63 |

  123. 2025 Grants of Plan-Based Awards

    2025 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, 2025.

  124. 2025 Grants of Plan-Based Awards

    | | | | | | | | | | | | Equity | | | | | | | | | | | | | Incentive | | | | | | | | | | | | | Plan Awards: | | | | | Equity | | | | | | | Equity | Market | | | | | Incentive | | | | Number | | | Incentive | or Payout | | | | | Plan | | | | of | Market | | Plan Awards: | Value of | | | | | Awards: | | | | Shares | Value | | Number of | Unearned | | | | | Number of | | | | or Units | Shares | | Unearned | Shares, | | | Number of | Number of | Securities | | | | of Stock | or Units | | Shares, | Units or | | | Securities | Securities | Underlying | | | | That | of Stock | | Units | Other | | | Underlying | Underlying | Unexercised | Option | | | Have | That | | or Other | Rights | | | Unexercised | Unexercised | Unearned | Exercise | Option | Option | Not | Have Not | Stock | Rights That | That Have | | | Options (#) | Options (#) | Options | Price | Grant | Expiration | Vested | Vested | Grant | Have Not | Not Vested | | Name | Exercisable | Unexercisable(1) | (#) | ($) | Date | Date | (#) | ($)(2) | Date | Vested (#)(3) | ($)(2) | | Mr. Iannone | | | | | | | 8,126(4) | 707,775 | 4/1/2022 | | | | | | | | | | | 58,334(5) | 5,080,891 | 4/1/2023 | | | | | | | | | | | 83,381(6) | 7,262,485 | 4/1/2024 | | | | | | | | | | | 112,424(9) | 9,792,130 | 4/1/2025 | | | | | | | | | | | | | 4/1/2023 | 325,579 | 28,357,892 | | | | | | | | | | | 4/1/2024 | 589,225 | 51,321,484 | | | | | | | | | | | 4/1/2025 | 550,018 | 47,906,577 | | | 334,417 | — | — | 57.71 | 4/1/2022 | 4/1/2032 | | | | | | | | 426,948 | 213,472(13) | — | 44.37 | 4/1/2023 | 4/1/2033 | | | | | | | Ms. Alford | | | | | | | 46,467(11) | 4,047,276 | 6/15/2025 | | | | | | | | | | | 64,538(12) | 5,621,260 | 6/15/2025 | | | | | | | | | | | | | 6/15/2025 | 184,708 | 16,088,036 | | Ms. Loeger | | | | | | | 17,361(5) | 1,512,143 | 4/1/2023 | | | | | | | | | | | 34,191(6) | 2,978,036 | 4/1/2024 | | | | | | | | | | | 37,882(9) | 3,299,522 | 4/1/2025 | | | | | | | | | | | | | 4/1/2023 | 96,899 | 8,439,861 | | | | | | | | | | | 4/1/2024 | 241,614 | 21,044,558 | | | | | | | | | | | 4/1/2025 | 185,333 | 16,142,509 | | | — | 63,532(13) | — | 44.37 | 4/1/2023 | 4/1/2033 | | | | | | | Mr. Sweetnam | | | | | | | 18,056(5) | 1,572,678 | 4/1/2023 | | | | | | | | | | | 60,498(10)(14) | 5,269,376 | 5/15/2025 | | | | | | | | | | | | | 4/1/2023 | 100,775 | 8,777,473 | | | | | | | | | | | 5/15/2025 | 274,832(14) | 23,937,824 | | | 66,882 | — | — | 57.71 | 4/1/2022 | 4/1/2032 | | | | | | | | 132,152 | 66,074(13) | — | 44.37 | 4/1/2023 | 4/1/2033 | | | | | | | Ms. Wellington | | | | | | | 22,024(7) | 1,918,290 | 11/15/2024 | | | | | | | | | | | 8,157(8) | 710,475 | 11/15/2024 | | | | | | | | | | | 24,440(9) | 2,128,724 | 4/1/2025 | | | | | | | | | | | | | 11/15/2024 | 116,730 | 10,167,170 | | | | | | | | | | | 4/1/2025 | 119,571 | 10,414,604 | | Mr. Priest(15) | — | — | — | — | — | — | — | — | — | — | — | | Mr. Garcia(16) | — | — | — | — | — | — | — | — | — | — | — |

  125. 2025 Grants of Plan-Based Awards

    | | 2026 Proxy Statement | 64 |

  126. 2025 Grants of Plan-Based Awards

    | (1) In accordance with the SEC executive compensation disclosure rules, represents the PBSOs earned under the 2022-2024 and 2023-2025 PBSO awards. |

  127. 2025 Grants of Plan-Based Awards

    | (2) Market Value is calculated based on a price per share of $87.10, which was the closing price of our common stock on December 31, 2025. |

  128. 2025 Grants of Plan-Based Awards

    | (3) In accordance with the SEC executive compensation disclosure rules, except as otherwise noted, represents the 2023-2025 PBRSU awards earned at 187% and the estimated number of PBRSUs that would be earned at the maximum performance level under each of the 2024-2026 and 2025-2027 PBRSU awards. 100% of any earned 2023-2025 PBRSUs vested on March 15, 2026, 100% of any earned 2024-2026 PBRSUs will vest on March 15, 2027, and 100% of any earned 2025-2027 PBRSUs will vest on March 15, 2028. |

  129. 2025 Grants of Plan-Based Awards

    | (4) RSUs granted in 2022, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2026. |

  130. 2025 Grants of Plan-Based Awards

    | (5) RSUs granted in 2023, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2027. |

  131. 2025 Grants of Plan-Based Awards

    | (6) RSUs granted in 2024, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2028. |

  132. 2025 Grants of Plan-Based Awards

    | (7) 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. |

  133. 2025 Grants of Plan-Based Awards

    | (8) RSUs granted in 2024, with 50% vesting on November 15, 2025, and 50% vesting on November 15, 2026. |

  134. 2025 Grants of Plan-Based Awards

    | (9) RSUs granted in 2025, vesting over four years with 6.25% vesting quarterly, with final vest on March 15, 2029. |

  135. 2025 Grants of Plan-Based Awards

    | (10) RSUs granted in 2025, vesting over four years with 6.25% vesting quarterly, with final vest on May 15, 2029. |

  136. 2025 Grants of Plan-Based Awards

    | (11) RSUs granted in 2025, 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 June 15, 2029. |

  137. 2025 Grants of Plan-Based Awards

    | (12) RSUs granted in 2025, with 50% vesting on June 15, 2026, and 50% vesting on June 15, 2027. |

  138. 2025 Grants of Plan-Based Awards

    | (13) 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 annually on March 15, from 2024 to 2026. |

  139. 2025 Grants of Plan-Based Awards

    | (14) Equity awards granted to Mr. Sweetnam in 2025 include enhanced severance benefits in the event of his qualified retirement on or after the Trigger Date (as discussed above under “Severance and Change in Control Arrangements with Executive Officers and Clawbacks—Limited Vesting Continuation of PBRSUs and Time-based RSUs upon Retirement”). |

  140. 2025 Grants of Plan-Based Awards

    | (15) In connection with Mr. Priest’s termination of employment on July 31, 2025, the Company cancelled his outstanding RSUs and PBRSUs. |

  141. 2025 Grants of Plan-Based Awards

    | (16) In connection with Mr. Garcia’s termination of employment on July 18, 2025, the Company cancelled his outstanding RSUs and PBRSUs. |

  142. 2025 Grants of Plan-Based Awards

    2025 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, 2025.

  143. 2025 Grants of Plan-Based Awards

    | | 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 | — | — | 293,724 | 21,228,093 | | Ms. Alford | — | — | — | — | | Ms. Loeger | 219,965 | 4,517,417 | 84,789 | 6,111,579 | | Mr. Sweetnam | 33,444 | 794,507 | 210,401 | 15,854,637 | | Ms. Wellington | — | — | 21,141 | 1,770,335 | | Mr. Priest | 383,311 | 10,505,460 | 90,968 | 6,105,894 | | Mr. Garcia | 300,925 | 10,256,447 | 81,220 | 5,471,668 |

  144. 2025 Grants of Plan-Based Awards

    | (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. |

  145. 2025 Grants of Plan-Based Awards

    | | 2026 Proxy Statement | 65 |

  146. 2025 Grants of Plan-Based Awards

    2025 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 2025.

  147. 2025 Grants of Plan-Based Awards

    | Name | Executive Contributions in Last Fy ($) | Registrant Contributions in Last Fy ($) | Aggregate Earnings in Last Fy ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fy End ($)(2) | | Mr. Iannone | — | — | — | — | — | | Ms. Alford | — | | | | | | Ms. Loeger | — | — | — | — | — | | Mr. Sweetnam | — | — | — | — | — | | Ms. Wellington | — | — | — | — | — | | Mr. Priest | — | — | — | — | — | | Mr. Garcia | — | — | 15,952 | — | 147,592 |

  148. 2025 Grants of Plan-Based Awards

    | (1) The earnings set forth in this column are not considered above-market or preferential as determined under SEC rules, and, therefore, are not reflected in the “2025 Summary Compensation Table” above. |

  149. 2025 Grants of Plan-Based Awards

    | (2) The balance shown includes $118,041 of compensation earned by Mr. Garcia and already reported in prior-year Summary Compensation Tables, as well as earnings that were not above-market or preferential as determined under SEC rules. |

  150. 2025 Grants of Plan-Based Awards

    As of December 31, 2025, 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 our CHCC, RSU awards the executive is eligible to receive. Deferral of amounts earned in 2025 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 2025, our Company did not match any amount of salary or bonus deferred by any participants. Account balances under our 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.

  151. 2025 Grants of Plan-Based Awards

    | | 2026 Proxy Statement | 66 |

  152. 2025 Grants of Plan-Based Awards

    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, 2025. In connection with the termination of Mr. Priest’s and Mr. Garcia’s respective employment with the Company in July 2025, they received severance payments totaling $10,002,131 and $6,894,899, respectively. See the footnotes to the “2025 Summary Compensation Table” above for further details.

  153. 2025 Grants of Plan-Based Awards

    | Name | Voluntary Termination/ Retirement ($)(a) | Change in Control ($)(b) | Involuntary Termination Outside of a Change in Control ($)(c)(1)(2) | Involuntary Termination in Connection With a Change in Control ($)(d)(1)(2) | Death or Disability ($)(e)(2) | | Mr. Iannone | — | — | 107,988,270 | 114,638,605 | 101,934,620 | | Ms. Alford | — | — | 13,513,535 | 19,986,445 | 16,087,187 | | Ms. Loeger | — | — | 32,994,631 | 38,439,347 | 34,878,276 | | Mr. Sweetnam | — | — | 24,729,474 | 31,149,575 | 27,062,008 | | Ms. Wellington | — | — | 12,549,399 | 16,811,993 | 13,472,242 |

  154. 2025 Grants of Plan-Based Awards

    | (1) With respect to Mr. Iannone, an involuntary termination includes a termination without cause or resignation for good reason. With respect to Ms. Alford, Ms. Loeger, Mr. Sweetnam 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. |

  155. 2025 Grants of Plan-Based Awards

    | (2) For each of the above NEOs, 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, 2025, which was $87.10. 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, 2025, which was $87.10. The value included for any 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, 2025, which was $87.10, and the exercise price) of each of the outstanding PBSOs. Please refer to the “2025 Outstanding Equity Awards at Fiscal Year-End” table above for the number of outstanding options held by each of our NEOs. |

  156. 2025 Grants of Plan-Based Awards

    Voluntary Termination / Retirement (Column (a)) In the event of a qualifying retirement (as further described above under “Severance and Change in Control Arrangements with Executive Officers and Clawbacks—Limited Vesting Continuation of PBRSUs and Time-based RSUs upon Retirement”), Mr. Sweetnam’s annual PBRSU and RSU awards granted in or after 2025 will continue to vest per their original vesting schedules (and, for PBRSUs, based on the Company’s performance) for up to two years following his retirement. Other than Mr. Sweetnam’s enhanced severance benefits described above, the Company does not pay severance benefits upon voluntary termination. Change in Control (Column (b)) We have not entered into any arrangements with any of our executive officers to provide “single trigger” payments upon a change in control. Our 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 convert, assume, or replace the awards. These provisions generally apply to all holders of awards under the equity incentive plans and do not provide for a “single-trigger” benefit.

  157. 2025 Grants of Plan-Based Awards

    | | 2026 Proxy Statement | 67 |

  158. 2025 Grants of Plan-Based Awards

    The amounts reported in the Change in Control column assume that, in a change in control transaction, the successor entity would convert, assume, or replace outstanding equity awards. If the successor entity does not convert, assume, or replace any outstanding equity awards and all the unvested and outstanding awards are fully accelerated upon a change in control, the aggregate value of accelerated vesting of such awards (including dividend equivalents for equity awards other than PBSOs) to each of the NEOs that were executive officers of the Company as of December 31, 2025, for PBRSUs, calculated based on target share payout amounts for ongoing performance periods and final expected payout amounts for completed performance periods, and for all unvested and outstanding equity awards, calculated based on the closing price of our common stock on December 31, 2025, would be as follows:

  159. 2025 Grants of Plan-Based Awards

    | Name | Acceleration Value of All Outstanding Equity Awards as of 12/31/25 ($) | | Mr. Iannone | $106,507,806 | | Ms. Alford | $17,604,905 | | Ms. Loeger | $36,478,216 | | Mr. Sweetnam | $29,320,337 | | Ms. Wellington | $14,930,470 |

  160. 2025 Grants of Plan-Based Awards

    * No amounts are included for Mr. Priest or Mr. Garcia because their respective employment with the Company terminated in July 2025. Involuntary Termination outside of a Change in Control (Column (c)) Our Standard Severance Plan, which covers officers employed as a senior vice president or in a more senior position, provides severance protection outside of a change in control period if a participant is terminated without cause (or resigns for good reason for Mr. Iannone, pursuant to his offer letter) and signs and does not revoke a waiver of claims against the Company. Each of our NEOs participates (or, for our NEOs who departed the Company in 2025, participated) in the Standard Severance Plan. Additional termination benefits in connection with our NEOs’ PBSO awards are also provided upon a qualifying termination under the Standard Severance Plan. The following table describes the severance benefits (other than certain accrued benefits which are paid (such as earned but unpaid bonuses, payment of unreimbursed expenses, etc.)) that each of our NEOs would receive if terminated outside of a change in control.

  161. 2025 Grants of Plan-Based Awards

    | | | Standard Severance Plan Participants | CFO | CEO | | Cash Elements | Severance | 1x salary and 1x bonus | | 2x salary and 2x bonus | | | eIP(1) | Prorated payment for year in which termination occurs | | | | | Health Premium | 2x the cost of 12 months of health insurance coverage | | 2x the cost of 24 months of health insurance coverage | | | New-Hire “Make-Good” Payments(2) | Payment of any unpaid new-hire “Make-Good” payments | | | | Equity Elements | RSUs(3) | 100% acceleration of awards that would have otherwise vested within 12 months of termination date(4)(5) | | | | | PBRSUs(3) | Pro rata payout (on original vesting date) to be calculated based on actual Company performance multiplied by portion of performance period for which Participant was employed (plus an additional 12 months)(6)(7) | Same as Standard Severance Plan, except added portion includes 18 months (instead of 12 months)(6) | Same as Standard Severance Plan, except added portion includes 24 months (instead of 12 months)(6) | | | PBSOs | 100% acceleration of awards that would have otherwise vested within 12 months of termination date | 100% acceleration of awards that would have otherwise vested within 18 months of termination date | 100% acceleration of awards that would have otherwise vested within 24 months of termination date |

  162. 2025 Grants of Plan-Based Awards

    | (1) Based on actual performance with respect to the Company performance element for the full year and target performance with respect to the individual performance element. |

  163. 2025 Grants of Plan-Based Awards

    | (2) A lump sum amount, if any, to be paid to the individual in connection with their offer of employment with the Company. |

  164. 2025 Grants of Plan-Based Awards

    | (3) A lump sum amount equal to the prorated dividend equivalents (based on time served) that have already accrued and would have vested in connection with applicable shares. |

  165. 2025 Grants of Plan-Based Awards

    | (4) The Company can elect to pay cash in lieu of accelerated vesting. The cash value of such unvested equity is determined by using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to their termination date. |

  166. 2025 Grants of Plan-Based Awards

    | | 2026 Proxy Statement | 68 |

  167. 2025 Grants of Plan-Based Awards

    | (5) While not applicable for 2025, in the event Mr. Sweetnam retires on or after the Trigger Date, the vesting period following termination would be 24 months (instead of 12) for grants made in or after 2025, pursuant to his offer letter. |

  168. 2025 Grants of Plan-Based Awards

    | (6) The Company can elect to pay cash in lieu of accelerated vesting. The cash value of such unvested equity is determined by using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to the original vesting date. |

  169. 2025 Grants of Plan-Based Awards

    | (7) While not applicable for 2025, in the event Mr. Sweetnam retires on or after the Trigger Date, the additional period would be 24 months (instead of 12) for grants made in or after 2025, pursuant to his offer letter. |

  170. 2025 Grants of Plan-Based Awards

    Involuntary Termination in Connection with a Change in Control (Column (d)) We have not entered into any arrangements with any of its executive officers to provide “single trigger” severance payments upon a change in control. Our 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. Our Change in Control Severance Plan provides severance protection for executives at the level of Vice President or in a more senior position in connection with a change in control if a participant is terminated without cause or resigns for good reason and signs and does not revoke a waiver of claims against the Company. Certain payments under our Change in Control Severance Plan are reduced by any similar severance payments made under our other severance plan or agreement, including our Standard Severance Plan. Each of our NEOs participates (or, for our NEOs who departed the Company in 2025, participated) in our Change in Control Severance Plan. Additional termination benefits in connection with our NEOs’ PBSO awards are also provided upon a change in control for PBSOs. If any payments or benefits provided for under our Change in Control Severance Plan or otherwise payable to the participant exceeds the greatest amount of payments and benefits that could be paid or provided to the participant without giving rise to any liability for any excise tax imposed by Section 4999 of the Code, the participant will receive either full payment of such payments and benefits and pay the excise tax or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to them. Our Change in Control Severance Plan does not require us to provide any tax gross-up payments to the participants. The following table describes the severance benefits that each of our NEOs would receive if they are terminated in connection with a change in control.

  171. 2025 Grants of Plan-Based Awards

    | | | NEOs | | Cash Elements | Severance | 2x salary and 2x target cash incentive award under the eIP | | | eIP(1) | Prorated payment for year in which termination occurs | | | Health Premium | 2x the cost of 24 months of health insurance coverage | | | New-Hire “Make-Good” Payments(2) | Payment of any unpaid new-hire “Make-Good” payments | | Equity Elements | RSUs(3) | 100% acceleration of awards(4) | | | PBRSUs(3) | 100% acceleration of awards deemed earned(4)(5) | | | PBSOs | 100% acceleration of awards deemed earned(6) |

  172. 2025 Grants of Plan-Based Awards

    | (1) Based on target performance with respect to both the Company performance component and the individual performance component in respect of the fiscal year in which separation occurs. |

  173. 2025 Grants of Plan-Based Awards

    | (2) A lump sum amount, if any, to be paid to the individual in connection with their offer of employment with the Company. |

  174. 2025 Grants of Plan-Based Awards

    | (3) A lump sum amount equal to the prorated dividend equivalents (based on time served) that have already accrued and would have vested in connection with applicable shares. |

  175. 2025 Grants of Plan-Based Awards

    | (4) The Company can elect to pay cash in lieu of accelerated vesting. The cash value of such unvested equity is determined by using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to their termination date. |

  176. 2025 Grants of Plan-Based Awards

    | (5) Awards deemed earned at the target amount of shares subject to such awards for performance periods for which achievement has not yet been determined. |

  177. 2025 Grants of Plan-Based Awards

    | (6) Awards deemed earned at the greater of the target number of options and the number of options earned based on performance with respect to any completed annual performance period. |

  178. 2025 Grants of Plan-Based Awards

    Death or Disability (Column (e)) Pursuant to the Standard Severance Plan, if, outside a change in control, the participant’s employment terminates due to their death or disability (as defined in the Standard Severance Plan) then, for RSUs, the applicable executive will be entitled to receive, within 60 days of their termination date, the full vesting (or payment of cash in lieu of vesting at the election of the Company) of their outstanding and unvested RSU awards that would have otherwise vested within 24 months of the applicable executive’s termination date (where the cash value of such unvested equity is determined using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to their termination date), and a lump sum amount equal to the dividend equivalents that have already accrued and would have vested in connection with applicable shares. PBRSUs will be treated in the same manner, except that the limitation to only receive vesting of shares that would have otherwise vested within 24 months of termination will not apply. For PBSOs, the applicable executive will be entitled to receive, within 60 days of their termination date, the full vesting of their outstanding and unvested earned PBSOs, consisting of the number of options actually earned based on

  179. 2025 Grants of Plan-Based Awards

    | | 2026 Proxy Statement | 69 |

  180. 2025 Grants of Plan-Based Awards

    performance in any completed performance year, which would have otherwise vested within 24 months for the CEO, 18 months for the CFO, and 12 months for other Standard Severance Plan participants, respectively. Pursuant to the Change in Control Severance Plan, if, in connection with a change in control, the participant’s employment terminates due to their death or disability (as defined in the Change in Control Severance Plan) then, for all awards other than PBSOs, the applicable executive is entitled to receive, within 60 days of the applicable executive’s termination date, the full vesting (or payment of cash in lieu of vesting at the election of the Company) of all the applicable executive’s outstanding and unvested equity, including the target amount of shares subject to PBRSUs for performance periods for which achievement has not yet been determined (where the cash value of such unvested equity is determined using the average closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day immediately prior to their termination date), and a lump sum amount equal to the dividend equivalents that have already accrued and would have vested in connection with applicable shares. For PBSOs, the applicable executive is entitled to receive, within 60 days of the applicable executive’s termination date, the full vesting of the applicable executive’s outstanding and unvested PBSOs that are deemed earned, consisting of the greater of the target number of options and the number of options actually earned based on performance in any completed performance year, that would have otherwise vested within 24 months for the CEO, 18 months for the CFO, and 12 months for other Standard Severance Plan participants, respectively. 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 our CEO, Mr. Iannone. 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 a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. To better understand this disclosure, 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. 2025 Ratio Calculation

  181. 2025 Grants of Plan-Based Awards

    | • | This year, the median employee’s annual total compensation was $180,276. |

  182. 2025 Grants of Plan-Based Awards

    | • | Mr. Iannone’s annual total compensation, as reported in the 2025 Summary Compensation Table, was $28,463,890. |

  183. 2025 Grants of Plan-Based Awards

    | • | Based on this information and the disclosures provided in this section, the ratio of the annual total compensation of Mr. Iannone to the median employee’s annual total compensation is 158:1. |

  184. 2025 Grants of Plan-Based Awards

    In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the 2025 Summary Compensation Table with respect to each of the NEOs. For purposes of this disclosure, we converted employee compensation from local currency to U.S. dollars using the exchange rate the Company used for 2025 internal budgeting purposes. Identification of Median Employee As permitted by SEC rules, we have used the same median employee as we did for the past two years because we do not believe there has been a change in our employee population or employee compensation program that would significantly impact the CEO pay ratio disclosure. To identify our median employee, we elected to use total target direct compensation which we calculated as salary, target bonus and target annual equity awards. We chose this compensation measure because we believe it is the most accurate reflection of pay at eBay. A complete description of the methodology that we used to identify the median employee can be found in our 2024 Proxy Statement, filed on April 25, 2024.

  185. 2025 Grants of Plan-Based Awards

    | | 2026 Proxy Statement | 70 |

  186. 2025 Grants of Plan-Based Awards

    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.

  187. 2025 Grants of Plan-Based Awards

    | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Average | | Investment Based on:(3) | | | Company | | | | Summary | | | Summary | Average | | | | Selected | | | Summary | Compensation | | Compensation | Compensation | Compensation | | Peer | | Measure: | | | Compensation | Table | Compensation | Actually | Table Total | Actually | | Group | | FX- | | | Table | Total for | Actually | Paid | for | Paid to | Total | Total | Net | Neutral | | | Total for | Prior | Paid to | to Prior | NON-PEO | NON-PEO | Shareholder | Shareholder | Income | Revenue | | Year | PEO(1) | PEO(1) | PEO(2) | PEO | NEOs(1) | NEOs(2) | Return | Return | ($M) | ($M)(4) | | 2025 | $28,463,890 | N/A | $74,378,139 | N/A | $11,472,580 | $14,029,701 | $189.15 | $258.38 | $2,031 | $11,053 | | 2024 | $20,349,650 | N/A | $49,091,343 | N/A | $7,166,848 | $12,002,184 | $132.51 | $208.30 | $1,975 | $10,281 | | 2023 | $21,560,669 | N/A | $24,813,140 | N/A | $7,702,798 | $8,603,146 | $91.52 | $152.48 | $2,767 | $10,060 | | 2022 | $16,950,325 | N/A | $(18,130,627) | N/A | $8,547,469 | $673,193 | $85.02 | $96.60 | $(1,269) | $10,115 | | 2021 | $21,685,102 | N/A | $45,448,713 | N/A | $12,005,041 | $10,293,743 | $133.81 | $134.53 | $13,608 | $10,232 |

  188. 2025 Grants of Plan-Based Awards

    | (1) The Principal Executive Officer (“PEO”) and other NEOs (the “Non-PEO NEOs”) for the applicable years were as follows: |

  189. 2025 Grants of Plan-Based Awards

    | • | 2025: Mr. Iannone served as our PEO, and Ms. Alford, Ms. Loeger, Mr. Sweetnam and Ms. Wellington served as the Non-PEO NEOs. Mr. Priest’s and Mr. Garcia’s employment with the Company terminated on July 31, 2025 and July 18, 2025, respectively. |

  190. 2025 Grants of Plan-Based Awards

    | • | 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. |

  191. 2025 Grants of Plan-Based Awards

    | • | 2023: Mr. Iannone served as our PEO, and Mr. Boone, Mr. Garcia, Ms. Loeger and Mr. Priest served as the Non-PEO NEOs. |

  192. 2025 Grants of Plan-Based Awards

    | • | 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. |

  193. 2025 Grants of Plan-Based Awards

    | • | 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. |

  194. 2025 Grants of Plan-Based Awards

    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.

  195. 2025 Grants of Plan-Based Awards

    | (2) The 2025 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: |

  196. 2025 Grants of Plan-Based Awards

    | | 2025 | | | | | Average | | | | for | | | | Other | | | PEO | NEOs | | Summary Compensation Table Total | $28,463,890 | $11,472,580 | | Adjustments | | | | Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table | $(23,518,310) | $(6,292,452) | | Increase/deduction for the Inclusion of Rule 402(v) Equity Values(*): | | | | Year End Fair Value of Equity Awards Granted During the Year | $47,306,977 | $8,785,337 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | $15,930,899 | $1,649,344 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | $2,164,758 | $332,930 | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | $3,123,613 | $1,359,308 | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $0 | $(3,334,835) | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or | | | | Total Compensation | $906,311 | $57,488 | | Total | $69,432,558 | $8,849,573 | | COMPENSATION ACTUALLY PAID | $74,378,139 | $14,029,701 |

  197. 2025 Grants of Plan-Based Awards

    | (*) | 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. |

  198. 2025 Grants of Plan-Based Awards

    | | 2026 Proxy Statement | 71 |

  199. 2025 Grants of Plan-Based Awards

    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.

  200. Stock Option Valuation Assumptions

    | (4) The Company has identified FX-Neutral Revenue as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the Other NEOs in 2025 to the Company’s performance. FX-Neutral Revenue was chosen from the following three most important financial performance measures used by the Company to link compensation actually paid to the PEO and other NEOs in 2025 to the Company’s performance: |

  201. Narrative

    | • | Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Cumulative TSR. The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group. |

  202. Narrative

    | • | Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Net Income. The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income: |

  203. Narrative

    | • | Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s FX-Neutral Revenue. The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s FX-Neutral Revenue. |