eBay (EBAY) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Ebay Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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2020 Proxy Statement Annual Meeting of Stockholders

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Dear Fellow Stockholders:

For nearly 25 years, shared values of transparency, responsibility and performance have supported eBay’s mission to empower people and create economic opportunity. As your Board of Directors, we are focused on creating value for you – our stockholders – in increasingly competitive markets, against regulatory headwinds and during unsettled times. Drawing heavily on your input, as well as fresh perspectives from our new directors, we are realizing the vision for the next-generation eBay, a marketplace that can compete and win for the next 25 years.

Driving Transformation
The last 18 months have been a transformative time for eBay, reflecting the Board’s intense focus on driving the strategic direction of the company. With the assistance and support of executive management, the Board is actively engaged in guiding business strategy and key operational priorities for the company and rigorously exploring and developing opportunities for value creation. The company’s approach to capital allocation, strategic priorities and thought leadership has evolved since the beginning of 2019 as part of this process. Recent value-creating actions approved by the Board include:

We also evolved our management team through the recent CEO transition, as well as the reorganization of the senior leadership team to align with our most critical priorities. Jamie Iannone’s appointment marks the end of a comprehensive search process led by a dedicated committee of the Board. The full eBay Board unanimously supported Jamie’s selection as CEO, and we believe Jamie is the ideal CEO to lead eBay’s next chapter of growth and success.

We are extremely optimistic that our Marketplaces strategies will drive GMV growth. We are focused on defending our core business through better vertical experiences for buyers and more tools and capabilities for sellers. In addition, we expect Managed Payments and promoted listings to expand revenues while improving customer experiences. We believe these initiatives will position eBay for long-term growth and maximize value for you.

Valuing Stockholder Perspectives
The Board actively seeks stockholder input through numerous channels throughout the year, and Board decisions are informed by investor perspectives. Feedback received from our investors influenced the development of the company’s current capital allocation objectives, while the company’s strategic vision became the focus of heightened discussions with stockholders throughout 2019. Outcomes of these discussions included commitments to the portfolio and operational reviews, as well as two new independent directors joining the Board. The incoming directors were promptly integrated into their new roles, and one of them played a key role on the Board committee that led our CEO search process. The Board also takes your feedback into account by reviewing your votes at our annual meeting. For example, in 2019, we made it easier for stockholders to call special meetings after a significant minority of stockholders indicated that they did not support our previous ownership requirement with their votes at the 2018 annual meeting.

Strength from Diversity
We believe Board leadership is enhanced by the range of perspectives represented on the Board, and our recruiting priorities reflect a commitment to refreshment and diversity. The Board’s nominees include our CEO and 12 independent, highly qualified directors, who together have the diverse experience and expertise necessary to oversee the strategic and operational direction of the Company and management’s execution of our plans. Of these nominees, 11 have been added to the board since

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2015. Average and median tenure are each approximately five years, and three women have joined the Board in recent years. Our Board members are dedicated, engaged and committed to fostering an atmosphere of collegiality that invites robust discussion to support eBay’s overarching objective of creating stockholder value over the long term.

Board Succession Plans and Refreshment
Today we announce that Audit Committee Chair Fred Anderson and Chair of the Board Tom Tierney will retire from the Board effective immediately after the annual meeting. Since 2003, Tom and Fred have provided eBay with exceptional leadership, starting in the wake of the dotcom crash and extending through both the Great Recession and the current global pandemic. We thank them for their tremendous contributions. As a result of thoughtful succession planning, Compensation Committee Chair Paul Pressler will assume the role of Chair of the Board. And, as previously announced, in line with the Board’s long-standing commitment to refreshment, we expect to recruit at least one additional independent director in the coming months. Priorities for this search include adding additional financial and technology product expertise, as well as enhancing the Board’s gender diversity.

Responsibility with Purpose
eBay exists to empower people and create economic opportunity. As Board members, we and the thousands of eBay employees share deeply the sentiment that the company’s purpose links us to something bigger than any one of us. We are proud of our progress and our commitments to responsible business practices, which you can read more about in the 2019 Highlights that follow. We also believe that these efforts mitigate risks to our business. In that regard, we recently vested the Corporate Governance and Nominating Committee with the responsibility to oversee our sustainability programs to ensure that sustainability risks that may affect the achievement our long-term business goals continue to be brought to the attention of the Board.

Engaging Virtually
This year will be our first virtual annual meeting. This format offers the key features of an in-person meeting without putting anyone at risk of COVID-19. Although this decision was driven by the public health crisis, we hope it also will improve your ability to attend and participate while saving stockholders the time and expense of travel. In the virtual meeting, participants will join via a website where they can listen to the speakers, view any presentations, submit questions and comments, hear the company’s responses, and vote their shares electronically. Please see the enclosed Notice of Annual Meeting of Stockholders for details.

Thank you for your investment in eBay. We are proud to represent stockholder interests in this great company and look forward to meeting with you at the 2020 Annual Meeting of Stockholders.

Sincerely,

Your Board of Directors

Fred D. Anderson Jr.		Anthony J. Bates		Adriane M. Brown		Jesse A. Cohn
Diana Farrell		Logan D. Green		Bonnie S. Hammer		Jamie Iannone
Kathleen C. Mitic		Matthew J. Murphy		Pierre M. Omidyar		Paul S. Pressler
Robert H. Swan		Thomas J. Tierney		Perry M. Traquina

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2019 Highlights

eBay exists to empower people and create economic opportunity.

Enhanced Value for Stockholders in 2019
Returning Cash to Stockholders $5Bstock repurchases $473Minaugural dividend program	$10.8BRevenue*	Revenue, driven by Payments and Ads
	Margin Accretion, via 3-year Operating Plan	Cash Flow

Our purpose links us to something bigger than ourselves. The good that emerges, is impact—and that’s what we deliver, every day.

	We are working to better understand, track and quantify our environmental footprint.
	Goals:
			Renewable Energy Source 100 percent renewable energy in our electricity supply by 2025 for eBay-controlled data centers and offices.			Carbon Emissions Achieve 50% absolute reduction in Scope 1 and 2 GHG emissions by 2025 and 75% reduction by 2030 from our 2016 baseline.

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Notice of Annual Meeting of Stockholders

Date and Time Monday, June 29, 2020 8:00 a.m. Pacific Time		Location www.virtualshareholdermeeting.com/EBAY2020		Record Date You are eligible to vote if you were a stockholder at the close of business on May 11, 2020.

Proposals Requiring Your Vote

Description			Board’s Voting Recommendation		For Further Details
1	Election of 13 directors named in this Proxy Statement to our Board to hold office until our 2021 Annual Meeting of Stockholders		FOReach director nominee		Page 3
2	Ratification of appointment of independent auditors		FOR		Page 39
3	Advisory vote to approve named executive officer compensation		FOR		Page 45
4	Stockholder proposal regarding right to act by written consent, if properly presented		AGAINST		Page 86

Stockholders will also transact on such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. The items of business are described more fully in the accompanying Proxy Statement. We will be providing access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. As a result, on or about May 20, 2020, we are mailing to many of our stockholders a notice instead of a paper copy of the Proxy Statement and our 2019 Annual Report.

We intend to hold the Annual Meeting virtually. A virtual meeting is one held by means of remote communication. Stockholders will be able to join the meeting via a website where they can listen to the speakers, view any presentations, submit questions and comments, hear the company’s responses, and vote their shares electronically. Stockholders at the close of business on May 11, 2020 and holders of proxies for those stockholders may attend and vote at the Annual Meeting. To attend, go towww.virtualshareholdermeeting.com/EBAY2020(“Meeting Website”) and log in using the control number on your notice, proxy card or voting instruction form. We encourage you to join 15 minutes before the start time of 8:00 a.m. Pacific Time, June 29, 2020, to ensure you can connect. A list of stockholders entitled to vote, as well as instructions to vote and to ask questions or make comments, will be available at the Meeting Website during the meeting.

How to Vote
YOUR VOTE IS IMPORTANT.Even if you plan to attend the meeting, please vote as soon as possible using any of the following methods. In all cases, you should have your notice, or if you requested to receive printed proxy materials, your proxy card or voting instruction form on hand and follow the instructions:

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

By Order of the Board of Directors

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New in this Proxy Statement Special Meeting Threshold page 19 Lead Independent Director Duties page 19 Enterprise Risk and Sustainability Oversight page 25 Managed Payment Risk page 30

NEW Adopted or modified in recent years in response to stockholder feedback or as part of ongoing assessment of governance best practices. Forward-Looking Statements. Certain statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

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Board of Directors

At the Annual Meeting, 13 directors will be elected to serve for a one-year term until our 2021 Annual Meeting and until their successors are elected and qualified. Our Board is currently composed of 15 members. Directors Anderson and Tierney have not been nominated, will not stand for reelection to the Board at the Annual Meeting and will retire from the Board at the end of their current terms at the Annual Meeting. Effective upon Director Tierney’s retirement, the Board has appointed Director Pressler to serve as Chair of the Board. Immediately after the Annual Meeting, the size of the Board will be reduced to 13.

All of the nominees are currently members of the Board, and each of the nominees has been elected previously by stockholders, except for Jamie Iannone, who joined the Board when he became Chief Executive Officer on April 27, 2020. Each of the nominees has consented to serving as a nominee and being named as a nominee in this Proxy Statement and to serving as a director if elected. Twelve of 13 of the nominees are currently independent directors under the listing standards of The Nasdaq Stock Market. If elected at the Annual Meeting, each of the nominees will serve a one-year term until our 2021 Annual Meeting and will hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, or removal.

Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the numbers of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. The Company has a resignation policy that would apply to any nominee who does not receive the vote required for election. For more details, please see Corporate Governance – Governance Policies and Practices – Majority Vote Standard for Election of Directors and Director Resignation Policy for Uncontested Elections.

The Board recommends a voteFOReach of the director nominees.

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Board of Directors   /   2020 Board Nominees

2020 Board Nominees

Summary Information

						Committees					Other Public Company Boards
Name and Principal Occupation		Age		Director Since		AC	CC	RC	CGNC
Anthony J. BatesINDEPENDENT Chief Executive Officer, Genesys		53		2015							1
Adriane M. BrownINDEPENDENT Venture Partner, Flying Fish Fund		61		2017							0
Jesse A. CohnINDEPENDENT Partner, Elliott Management Corporation		39		2019							2
Diana FarrellINDEPENDENT President and Chief Executive Officer, JPMorgan Chase Institute		55		2017							0
Logan D. GreenINDEPENDENT Chief Executive Officer and Co-founder, Lyft		36		2016							1
Bonnie S. HammerINDEPENDENT Chairman, NBCUniversal Content Studios		69		2015							1
Jamie Iannone President and Chief Executive Officer, eBay Inc.		47		2020							0
Kathleen C. MiticINDEPENDENT Co-Chief Executive Officer and Co-Founder, SomethingElse		50		2011							1
Matthew J. MurphyINDEPENDENT President and Chief Executive Officer, Marvell Technology		47		2019							1
Pierre M. OmidyarINDEPENDENT Founder, eBay Inc.		52		1996							0
Paul S. PresslerINDEPENDENT Operating Advisor, Clayton, Dubilier & Rice		63		2015							0
Robert H. SwanINDEPENDENT Chief Executive Officer, Intel Corporation		59		2015							1
Perry M. TraquinaINDEPENDENT Former Chairman, Wellington Management Company		63		2015							2

Committee Chair

Member

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Nomination Process

Our Corporate Governance and Nominating Committee and Board have evaluated each of the director nominees recommended by our Board against the factors and principles eBay uses to select director nominees. Based on this evaluation, our Corporate Governance and Nominating Committee and the Board have concluded that it is in the best interests of eBay and its stockholders for each of the proposed nominees to serve as a director of eBay. The Board believes that all of these nominees have a strong track record of being responsible stewards of stockholders’ interests and bring extraordinarily valuable insight, perspective, and expertise to the Board. Additional reasons that the Board recommends supporting the election of the director nominees include:

In addition to these attributes, in each individual’s biography set forth below, we have highlighted specific experience, qualifications, and skills that led the Board to conclude that each individual should serve as a director of eBay. For additional information regarding the Corporate Governance and Nominating Committee’s approach to Board refreshment and nominations, please see Corporate Governance – Board Composition and Independence – Director Nomination Process.

Diversity

Our director nominees exhibit the following diverse mix of characteristics:

Tenure		Age		Gender and Ethnicity

Technology Industry		Management
E-Commerce/Retail		Entrepreneurship
Public Policy		Strategy
Transactions/M&A		Product, Marketing and Media
Leadership		Investment/Finance

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Board of Directors   /   2020 Board Nominees

		Anthony J. Bates Age:53 Director Since:2015 Committees: ●Compensation Committee ●Risk Committee	Other Public Company Boards: ●VMware, Inc. (since 2016)
Experience
Mr. Bates is CEO of Genesys, which provides customer-experience and call-center technology. He was Vice Chairman of the board of Social Capital Hedosophia Holdings Corp. (“Social Capital,” a special purpose acquisition company) from 2017 to 2019. From May 2017 through June 2018, Mr. Bates held the position of Chief Executive Officer of Growth at Social Capital. He also has been a member of the board of directors of VMware, Inc. since 2016, where he is chair of the Mergers & Acquisitions committee. He was formerly a member of the board of directors of GoPro, Inc. Mr. Bates was President of GoPro, a technology company that manufactures action cameras, from 2014 to 2016, and helped with the initial public offering of the company. Before joining GoPro, Mr. Bates was the executive vice president of Microsoft Corp.’s Business Development and Evangelism group, responsible for the company’s relationships with key original equipment manufacturers (OEMs), strategic innovation partners, independent software vendors and developers. Mr. Bates also led Microsoft’s corporate strategy team. Mr. Bates was also the president of Microsoft’s Skype Division and the Chief Executive Officer of Skype, Inc. prior to its acquisition in October of 2011. Preceding Skype, Mr. Bates held senior positions with both Cisco Systems, Inc. and MCI Internet. Mr. Bates previously served as a member of the boards of YouTube, Inc. and LoveFilm.
Director Qualifications
●Technology and Retail Industry Experience:Executive leadership in the technology industry, including the management of worldwide operations, sales, service and support areas. Technical skills, as evidenced by his 10 patents in network innovations and his 12 requests for comments published with the Internet Engineering Task Force. Retail industry experience from his prior employment at GoPro, a consumer products company, YouTube, and LoveFilm, a provider of DVD-by-mail and streaming video on demand. ●Management, Leadership and Strategy Experience:Current service on board of VMware, Inc.; formerly on board of Social Capital Hedosophia Holdings Corp.; and formerly President and a board member of GoPro. Former Executive Vice President, Business Development and Evangelism at Microsoft Corporation, former Chief Executive Officer of Skype Inc. and former Senior Vice President of Cisco Systems, Inc.

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		Adriane M. Brown Age:61 Director Since:2017 Committees: ●Audit Committee ●Risk Committee	Other Public Company Boards: ●None
Experience
Ms. Brown became a Venture Partner at Flying Fish Fund, a venture capital firm, 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 also serves on the boards of directors of Washington Research Foundation, the Pacific Science Center and Jobs for America’s Graduates. Ms. Brown also served on the boards of directors of Allergan Plc and Raytheon Company until 2020. Ms. Brown holds a Doctorate of Humane Letters and a bachelor’s degree in environmental health from Old Dominion University, and is a winner 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 and Strategy Experience:Leadership of global technology and commercial businesses at Honeywell Transportation, Corning, Allergan and Raytheon. Experience driving business strategy, growth and development, innovation and R&D, manufacturing and sales, and customer service and expansion. ●Investment/Finance, Management 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.

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Board of Directors   /   2020 Board Nominees

		Jesse A. Cohn Age:39 Director Since:2019 Committees: ●None	Other Public Company Boards: ●Citrix Systems, Inc. (since 2015) ●Twitter, Inc. (since 2020)
Experience
Mr. Cohn is a Partner, member of the Management Committee, and the Head of U.S. Equity Activism at Elliott Management Corporation, an investment management firm he joined in 2004. Mr. Cohn’s primary responsibility is to manage U.S. equity activist efforts, and he spends considerable time focusing on Elliott’s technology investments. Mr. Cohn serves on the board of directors of Citrix Systems, Inc. and Twitter, Inc., and is a member of the advisory board at the Harvard Law School Program on Corporate Governance. Mr. Cohn previously served on the board of directors of LogMeIn, Inc. from January 2017 to May 2018. Prior to joining Elliott, Mr. Cohn was an analyst in the mergers and acquisitions group at Morgan Stanley. He earned his B.S. in Economics from the University of Pennsylvania’s Wharton School of Business, from which he graduated summa cum laude.
Director Qualifications
●Technology Industry and Strategy Experience:Sits on the boards of multiple technology companies. ●Leadership, Investment/Finance, Transactions/M&A:Head of U.S. Equity Activism at Elliott Management Corporation, and member of boards of multiple technology companies.

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		Diana Farrell Age:55 Director Since:2017 Committees: ●Risk Committee	Other Public Company Boards: ●None
Experience
Ms. Farrell is the founding President and Chief Executive Officer of the JPMorgan Chase Institute, a global think tank. Previously, Diana was a Senior Partner at McKinsey & Company where she was the Global Head of the McKinsey Center for Government and the McKinsey Global Institute. Ms. Farrell served in the White House as Deputy Director of the National Economic Council and Deputy Assistant to the President on Economic Policy from 2009 to 2010. During her tenure, she led interagency processes and stakeholder management on a broad portfolio of economic and legislative initiatives. Ms. Farrell coordinated policy development and stakeholder engagement around the passage of major legislation. She also served as a member of the President’s Auto Recovery Task Force. Ms. Farrell currently serves on the boards of directors of The Urban Institute and the National Bureau of Economic Research, and is a Trustee Emeritus of Wesleyan University. In addition, Ms. Farrell is a Trustee of the Trilateral Commission and served as a Co-Chair of the World Economic Forum’s Council on Economic Progress. Ms. Farrell is also a member of the Council on Foreign Relations, the Economic Club of New York, the Aspen Strategy Group, the Bretton Woods Committee and the National Academies of Science’s Committee on National Statistics. Ms. Farrell holds a M.B.A. from Harvard Business School, and a B.A. from Wesleyan University, where she was awarded a Distinguished Alumna award.
Director Qualifications
●Policy Experience:Previously global head of the McKinsey Global Institute and McKinsey Center for Government, a leading economic advisor to the President of the United States. Member of several economic and international policy groups and a trustee leading economic think tanks. ●Financial Expertise:Chief Executive Officer and founding President of the JPMorgan Chase Institute. Led research on global capital markets at McKinsey Global Institute, and interagency process on financial policy as Deputy Director of the National Economic Council. ●Leadership and Strategy Experience:Former Senior Partner at McKinsey & Company and Deputy Director of the National Economic Council. Service on non-profit boards and leadership of economic and policy organizations.

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		Logan D. Green Age:36 Director Since:2016 Committees: ●Corporate Governance and Nominating Committee	Other Public Company Boards: ●Lyft, Inc. (since 2019)
Experience
Mr. Green has served as the Chief Executive Officer and co-founder of Lyft, Inc., a rideshare company, since 2012. Lyft grew out of Zimride, a rideshare company previously co-founded by Mr. Green in 2007. Zimride was acquired by Enterprise Rent-A-Car. Mr. Green received his B.A. in Business Economics from the University of California, Santa Barbara.
Director Qualifications
●Technology and E-Commerce Industry Experience; Leadership, Management, Strategy and Entrepreneurship Experience:CEO and co-founder of Lyft, a publicly traded, on-demand transportation company.

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		Bonnie S. Hammer Age:69 Director Since:2015 Committees: ●Compensation Committee	Other Public Company Boards: ●IAC/InteractiveCorp (since 2014)
Experience
Ms. Hammer is Chairman, NBCUniversal Content Studios, where she oversees Universal Television, Universal Content Productions and NBCUniversal International Studios. Previously, Ms. Hammer was Chairman, Direct-to-Consumer and Digital Enterprises, where she built the brand identity and greenlit the initial content slate for Peacock, NBCUniversal’s upcoming streaming service. Before that, she was Chairman, NBCUniversal Cable Entertainment and Cable Studios, where she oversaw cable brands USA Network, SYFY, Bravo, Oxygen, E! Entertainment and Universal Kids, as well as two Hollywood studios: Universal Cable Productions and Wilshire Studios, and the digital business, Bluprint. Additionally, Ms. Hammer has overseen the NBCUniversal Digital Enterprises Group and its investments in BuzzFeed, Vox and Snap. Ms. Hammer joined NBCUniversal in 2004 as President of USA Network and SYFY, having served as President of SYFY from 2001 to 2004. She held other senior executive positions at SYFY and USA Network from 1989 to 2000. Before that, she was an original programming executive at Lifetime Television Network from 1987 to 1989. Ms. Hammer has served on the boards of ShopNBC, a 24-hour TV Shopping network, the International Radio and Television Society, and the Ad Council. Ms. Hammer also serves on the board of directors of IAC/InteractiveCorp and currently holds an advisory role with Boston University’s College of Communication. Additionally, Ms. Hammer serves on the board of governors for the Motion Picture & Television Fund. Ms. Hammer holds a bachelor’s degree in communications and a master’s degree in media and new technology from Boston University. In 2017, Boston University awarded her an Honorary Doctorate of Humane Letters.
Director Qualifications
●Product, Marketing and Media Experience:Industry leader in media for over 40 years, with expertise in network programming, production, marketing, and multiplatform branding. ●Leadership, Strategy and Management Experience:Chairman, NBCUniversal Content Studios and previous executive roles including oversight of NBCUniversal’s innovative streaming service, prominent cable brands and production studios.

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		Jamie Iannone Age: 47 Director Since:2020 Committees: ●None	Other Public Company Boards: ●None
Experience
Mr. Iannone has been President and Chief Executive Officer of eBay since April 2020. Earlier in 2020, Mr. Iannone served as Chief Operating Officer of Walmart eCommerce, where he also was responsible for Store No. 8, Walmart’s incubation hub. Since 2014, Mr. Iannone held leadership roles at Walmart Inc. including CEO of SamsClub.com and Executive Vice President of membership and technology, Sam’s Club, a $57 billion business. 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, Strategy, and Leadership Experience:Executive with three large, innovative global technology companies: eBay, Walmart, and Barnes and Noble. Board experience at The Children’s Place. ●E-Commerce and Retail Industry Experience:Leader with 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 and Media Experience:Delivered innovative product experiences in executive roles at eBay, SamsClub.com and Sam’s Club, and Barnes and Noble. Led media partnerships, books, digital content, and NOOK software at Barnes and Noble.

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		Kathleen C. Mitic Age:50 Director Since:2011 Committees: ●Compensation Committee ●Corporate Governance and Nominating Committee (Chair)	Other Public Company Boards: ●RH (f/k/a Restoration Hardware Holdings, Inc.) (since 2013)
Experience
Ms. Mitic is Co-CEO and Co-founder of SomethingElse, a direct-to-consumer beverage company. From 2012 to 2017, Ms. Mitic was the Chief Executive Officer and Co-founder of Sitch, a startup building mobile consumer products. From 2010 to 2012, Ms. Mitic served as Director of Platform and Mobile Marketing at Facebook, where she was responsible for developing and growing global developer and partner products. Prior to joining Facebook, Ms. Mitic served as Senior Vice President, Product Marketing at Palm, expanding the company product lines and international footprint through its acquisition by Hewlett-Packard in 2010. Prior to Palm, Ms. Mitic spent 15 years in leadership positions at various consumer technology companies. These experiences include at NetDynamics (acquired by Sun Microsystems) where she launched the industry’s first application server, at Four11 where she built the email service RocketMail (now Yahoo! Mail) and at Yahoo! where she served as Vice President and General Manager. Ms. Mitic currently serves on the board of directors of RH (formerly known as Restoration Hardware Holdings, Inc.). She also serves on the board of directors of Headspace, a health and wellness technology company, and the non-profit organization LeanIn.Org. Ms. Mitic received her B.A. from Stanford University and her M.B.A. from Harvard Business School.
Director Qualifications
●Product, Marketing, and Media Experience:Expertise in global products, marketing and media through work leading Global Platform and Mobile Marketing at Facebook, Inc. and the Global Products Marketing group at Palm, Inc., and as Vice President and General Manager at Yahoo! Inc. ●Technology Industry, Entrepreneurship, and Leadership Experience:Consumer-facing executive positions in technology industry (listed above) for over twenty years. Entrepreneurial experience building and operating technology companies as founder and Chief Executive Officer of Sitch, Inc. and Vice President and General Manager of Yahoo! Inc.

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		Matthew J. Murphy Age:47 Director Since:2019 Committees: ●None	Other Public Company Boards: ●Marvell Technology Group Ltd. (since 2016)
Experience
Mr. Murphy is President and Chief Executive Officer of Marvell Technology Group Ltd. (“Marvell”), a semiconductor company. He has led Marvell since joining in July 2016 and also serves as a member of Marvell’s board of directors. In his role as CEO, Mr. Murphy is responsible for leading new technology development, directing ongoing operations and driving Marvell’s growth strategy. Prior to joining Marvell, Mr. Murphy worked for Maxim Integrated Products, Inc., a company that designs, manufactures and sells analog and mixed-signal integrated circuits. He advanced there through a series of business leadership roles over two decades. Most recently, he served as Executive Vice President of Business Units and Sales & Marketing, overseeing all product development and go-to-market activities. Prior to that, he served as the Senior Vice President of the Communications and Automotive Solutions Group and Vice President of Worldwide Sales and Marketing. Mr. Murphy is a recipient of a Silicon Valley Business Journal 2019 C-Suite award for CEO of a Large Public Company, and was a “40 Under 40” honoree in 2011. In 2018, Institutional Investor named him All-America Executive Team Best CEO in the semiconductor category. He also served as the Chairman of the Semiconductor Industry Association (SIA) in 2018. Mr. Murphy earned a B.A. from Franklin & Marshall College, and is also a graduate of the Stanford Executive Program. He serves on the boards of directors of the SIA and Global Semiconductor Alliance.
Director Qualifications
●Technology Industry and Product Experience; Leadership, Management, and Strategy Experience:Chief Executive Officer of Marvell, management and executive positions with Maxim Integrated Products, Inc., and board membership at Global Semiconductor Alliance and Semiconductor Industry Association.

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		Pierre M. Omidyar Age:52 Director Since:1996 Committees: ●None	Other Public Company Boards: ●None
Experience
Mr. Omidyar is a philanthropist, technologist, and innovator. Mr. Omidyar founded eBay in September 1995 and has served as a Board member of eBay since May 1996, and as Chairman of the Board from May 1996 to July 2015. He served as a director of PayPal Holdings, Inc. from July 2015 to May 2017. Mr. Omidyar and his wife Pam are active philanthropists, engaged in the philanthropic organizations of The Omidyar Group, a few of which include: Democracy Fund, HopeLab, Humanity United, Omidyar Network, Ulupono Initiative, and the recently launched Luminate, Flourish, Spero, and Imaginable Futures. In addition, Mr. Omidyar is co-founder and publisher of Civil Beat, a nonprofit news service dedicated to serving Hawaii’s public interest through investigative journalism. He is also the founder of First Look Media, a media company devoted to supporting independent voices, from fearless investigative journalism and documentary filmmaking to smart, provocative entertainment. Mr. Omidyar serves on the boards of trustees of the Omidyar-Tufts Microfinance Fund, Punahou School, and Santa Fe Institute. Mr. Omidyar received his B.S. from Tufts University.
Director Qualifications
●Technology Industry and E-Commerce/Retail Experience:Technologist and innovator in e-commerce and retail. ●Leadership and Entrepreneurship:Founder of eBay, former director of PayPal Holdings, Inc., and founder of several innovative businesses, including Omidyar Network and First Look Media.

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Board of Directors   /   2020 Board Nominees

		Paul S. Pressler Age:63 Director Since:2015 Committees: ●Compensation Committee (Chair) ●Corporate Governance and Nominating 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 and SiteOne Landscape Supply, Inc. from to 2013 to 2017. 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 Wilsonart, Inc. and MOD Super Fast Pizza, LLC. Mr. Pressler received his B.S. from the State University of New York at Oneonta.
Director Qualifications
●Investment/Finance Experience:Operating Advisor and former partner at private equity firm Clayton, Dubilier & Rice since 2009. ●Leadership, Management, Retail Industry and Strategy Experience:Formerly 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.

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2020 Board Nominees   /   Board of Directors

		Robert H. Swan Age:59 Director Since:2015 Committees: ●Risk Committee (Chair)	Other Public Company Boards: ●Intel Corporation (since 2019)
Experience
Mr. Swan joined Intel Corporation (“Intel”), a multinational technology company, in 2016. He first served as Intel’s Executive Vice President and Chief Financial Officer, added interim CEO to his duties in June 2018 to January 2019 and has served as a director and CEO of Intel since January 2019. From 2015 to 2016, Mr. Swan served as an Operating Partner of General Atlantic, a leading global growth equity firm. From 2006 to 2015, Mr. Swan served as Senior Vice President, Finance, and Chief Financial Officer at eBay, where he oversaw all aspects of the Company’s finance function, including controllership, financial planning and analysis, tax, treasury, audit, mergers and acquisitions, and investor relations. Prior to eBay, Mr. Swan served as Chief Financial Officer at Electronic Data Systems Corp., TRW Inc., and Webvan Group, Inc. He also served as Chief Operating Officer and CEO of Webvan Group. He previously served on the board of directors of Applied Materials, Inc. from 2009 to 2016, and AppDynamics from 2016 to 2017. Mr. Swan began his career at General Electric, where he spent 15 years in numerous senior finance roles, including divisional Chief Financial Officer for GE Transportation Systems, GE Healthcare Europe, and GE Lighting. Mr. Swan received his B.S. from the University at Buffalo and his M.B.A. from the State University of New York at Binghamton.
Director Qualifications
●Investment/Finance and Transactions/M&A Expertise:Former Chief Financial Officer of Intel, eBay and Electronic Data Systems. ●Leadership, Management, and Strategy Experience; Technology Industry and E-Commerce/Retail Experience:Chief Executive Officer of Intel and executive roles at eBay, Intel, and Electronic Data Systems.

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Board of Directors   /   2020 Board Nominees

		Perry M. Traquina Age:63 Director Since:2015 Committees: ●Audit Committee ●Corporate Governance and Nominating 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 Experience:More than 34 years of leadership at Wellington Management Company LLP. ●Leadership and Management Experience:Former Chairman, CEO, and Managing Partner of Wellington Management Company LLP, and current service on boards of directors of Morgan Stanley and The Allstate Corporation.

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Corporate Governance

Highlights

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

Board Composition and Independence	Board Leadership Structure and Effectiveness	Board Oversight and Stockholder Engagement	Board Governance Policies & Practices
✓Diverse experience and perspectives ✓Commitment to Board refreshment ✓Strong Board independence (14 of 15 directors are independent)	✓Separate Board Chair and CEO roles ✓Risk Committee NEW ✓Robust self-assessment process	✓Strategy and Risk Oversight ✓Oversight of sustainability initiatives NEW ✓Strong stockholder engagement practices	✓Clawback policy ✓Robust stock ownership requirements for our executive officers and directors ✓Anti-hedging and anti-pledging policies

NEW Adopted or modified in recent years in response to stockholder feedback or as part of ongoing assessment of governance best practices.

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Corporate Governance   /   Board Composition and Independence

Board Composition and Independence

The Board has developed a set of guiding principles relating to Board membership. The Board believes that in light of the rapidly changing environment in which the Company’s businesses operate, the Board must add members with highly relevant professional experience. In addition, the Board believes that a certain amount of director turnover is to be expected and desirable, though it does not have term limits.

Director Nomination Process

Ongoing Assessment of Composition and Structure
Commitment to Board Refreshment
Our Board has shown an ongoing commitment to Board refreshment and to having highly qualified, independent perspectives in the boardroom. Of our current directors, 11 current directors were added since 2015. Our directors have an average tenure of 5 years and a median tenure of 5 years. This experience balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors. A goal of our board refreshment is enhancing the diversity of skills and experience of the Board.

Nominating Process
The Corporate Governance and Nominating Committee considers nominee recommendations from a variety of sources, including nominees recommended by stockholders. The Corporate Governance and Nominating Committee has from time to time retained an executive search firm to help facilitate the screening and interview process of director nominees. The Corporate Governance and Nominating Committee expects that qualified candidates will have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems, and will be able to represent the interests of the stockholders as a whole rather than special interest groups or constituencies.

Director Selection Principles
The Corporate Governance and Nominating Committee considers a number of factors in determining the slate of director nominees for election to the Company’s Board that it recommends to the Board, with each candidate being reviewed relative to the following principles.

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Board Composition and Independence   /   Corporate Governance

Diversity of Skills and Experience
In planning for succession, the Corporate Governance and Nominating Committee considers the overall mix of skills and experience of the Board and the types of skills and experience desirable for future Board members, in light of the Company’s business and long-term strategy. Experiences, qualifications, skills and attributes prioritized by the committee include the following.

Further Diversity Priorities

Stockholder Nominations and Proxy Access
Stockholders wishing to submit recommendations or director nominations pursuant to the advance notice procedures set forth in our bylaws for our 2021 Annual Meeting of Stockholders should submit their recommendations or nominations to the Corporate Governance and Nominating Committee in care of our Corporate Secretary. Such nominations should be in accordance with the time limitations, procedures, and requirements described under the heading “May I propose actions for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?” in the section entitled “Questions and Answers About the Proxy Materials and Our 2020 Annual Meeting.”

Our “Proxy Access” bylaw provision permits an eligible stockholder or group of up to 20 stockholders to nominate candidates for election to our Board. Proxy access candidates will be included in our proxy statement and ballot. The proxy access bylaw provision provides that holders of at least 3% of eBay common stock, which can comprise up to 20 stockholders, holding such stock continuously for at least three years, can nominate two individuals or 20% of the Board, whichever is greater, for election at an annual stockholders meeting. Our bylaws provide details regarding the time frames and procedures that must be followed and other requirements that must be met to nominate directors through this process.

Agreement with Elliott and Starboard
On February 28, 2019, we entered into separate agreements (collectively, the “Agreements”) with funds affiliated with Elliott Management Corporation (collectively, “Elliott”) and with Starboard Value LP and its affiliates (collectively, “Starboard”). The Agreements include provisions regarding various matters including, but not limited to, the appointment of directors, procedures for determining replacements for the newly appointed directors, voting commitments, “standstills” restricting certain conduct and activities during the periods specified in each Agreement, non-disparagement and other items that are addressed separately in each Agreement. A description of the Agreements and copies of the Agreements are included in a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2019. Pursuant to the Agreements, Jesse Cohn was appointed to the Board on March 1, 2019, and Matthew Murphy was appointed to the Board on March 15, 2019.

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Corporate Governance   /   Board Composition and Independence

On February 28, 2020, we received notice from Starboard regarding its intent to nominate four persons as candidates to stand for election to the Board at the 2020 Annual Meeting. On April 16, 2020, we and Starboard jointly announced that Starboard withdrew its nomination of director candidates to stand for election at the 2020 Annual Meeting.

Director Independence
The rules of The Nasdaq Stock Market require listed companies to have a board of directors with at least a majority of independent directors. These rules have both objective tests and a subjective test for determining who is an “independent director.”

On a quarterly basis, each member of our Board is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under the listing standards of The Nasdaq Stock Market and our Corporate Governance Guidelines, and whether members of our Audit Committee and Compensation Committee satisfy additional SEC and Nasdaq independence requirements.

Our Board has adopted guidelines setting forth certain categories of transactions, relationships, and arrangements that it has deemed immaterial for purposes of making its determination regarding a director’s independence, and does not consider any such transactions, relationships, and arrangements in making its subjective determination.

Our Board has determined that 14 of our 15 Directors are Independent. Each of the 14 directors is independent under the listing standards of The Nasdaq Stock Market and under eBay’s Corporate Governance Guidelines. Devin Wenig, who stepped down as President and Chief Executive Officer and as a member of the Board on September 24, 2019, was not an independent director. Jamie Iannone, who joined the Board and became our President and Chief Executive Officer on April 27, 2020, is not an independent director.

The Board limits membership on the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee to independent directors.

Our Corporate Governance Guidelines require any director who has previously been determined to be independent to inform the Chair of the Board and our Corporate Secretary of any change in his or her principal occupation or status as a member of the board of any other public company, including retirement, or any change in circumstance that may cause his or her status as an independent director to change.

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Board Leadership Structure and Effectiveness   /   Corporate Governance

Board Leadership Structure and Effectiveness

Board Leadership

In accordance with our bylaws, our Board elects our Chair of the Board and appoints our CEO. Our Corporate

Governance Guidelines require that the roles of Chair of the Board and CEO be held by separate individuals and require the appointment of a lead independent director if the Chair of the Board is not an independent director. The Board believes that the separation of the offices of the Chair of the Board and CEO is appropriate at this time as it aids in the Board’s oversight of management and it allows our CEO to focus primarily on his management responsibilities. Director Tierney has served as our Chair of the Board since July 2015. Director Tierney will retire from the Board on the date of the Annual Meeting, and the Board has determined that he will be succeeded as Chair of the Board by Director Pressler.

Committee Structure

The Board has four principal committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Risk Committee.

The purpose of the Board committees is to help the Board effectively and efficiently fulfill its responsibilities, but they do not displace the oversight of the Board as a whole. Each committee meets regularly and has a written charter that has been approved by the Board. In addition, a member of each committee periodically reports to the Board on any significant matters discussed by the committee. The Board and each of its committees may retain outside advisors of its choosing at the Company’s expense. Neither the Board nor any committee is required to obtain management’s consent to retain outside advisors.

Audit Committee Chair: Fred D. Anderson Jr. All Members Independent		Compensation Committee Chair: Paul S. Pressler All Members Independent		Corporate Governance and Nominating Committee Chair: Kathleen C. Mitic All Members Independent		Risk Committee Chair: Robert H. Swan All Members Independent

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Corporate Governance   /   Board Leadership Structure and Effectiveness

Audit Committee
Each member of the Audit Committee is independent in accordance with the audit committee independence requirements of the listing rules of The Nasdaq Stock Market and the applicable rules and regulations of the SEC. Our Board has determined that each of Mr. Anderson and Mr. Traquina is an “audit committee financial expert” as defined by the SEC. In connection with Director Anderson’s retirement, the Board has a succession plan that will result in an additional qualified independent director joining the Audit Committee as of the date of the Annual Meeting.

You can view our Audit Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents.

Compensation Committee
The members of our Compensation Committee are all independent in accordance with the rules and regulations of The Nasdaq Stock Market and the Exchange Act and Section 162(m) of the Internal Revenue Code.

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The Compensation Committee Charter permits the Compensation Committee to, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. You can view our Compensation Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/ corporate-governance/governance-documents.

Compensation Committee Interlocks and Insider Participation
All members of the Compensation Committee during 2019 were independent directors, and no member was an employee or former employee of eBay. No Compensation Committee member had any relationship requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC. During 2019, none of our executive officers served on the Compensation Committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee or Board.

Risk Assessment of Compensation Policies and Practices
We have assessed the compensation policies and practices for our employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company. This analysis was presented to the Compensation Committee, which agreed with this conclusion.

Corporate Governance and Nominating Committee
All members of our Corporate Governance and Nominating Committee are independent under the listing standards of The Nasdaq Stock Market.

The Corporate Governance and Nominating Committee takes into account the set of guiding principles relating to Board membership described in “Board Composition and Independence.”

You can view our Corporate Governance and Nominating Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents.

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Corporate Governance   /   Board Leadership Structure and Effectiveness

Risk CommitteeNEW
The Risk Committee was formed in September 2018. The Risk Committee Charter requires a majority of the committee members to be independent under the listing standards of the Nasdaq Stock Market. Currently, all members of our Risk Committee are independent under the Nasdaq Stock Market listing standards.

You can view our Risk Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents.

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Board Leadership Structure and Effectiveness   /   Corporate Governance

Board and Committee Effectiveness

We believe in strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board accountability. Our Corporate Governance Guidelines set a framework within which our Board conducts its business and demonstrates our commitment to good governance and our relationship with our stockholders. Principle features of our Corporate Governance Guidelines are summarized below along with certain other of our governance practices.

Engaged Independent Oversight		Incorporation of Feedback			Board Annual Self-Assessment It is important that the Board and its committees are performing effectively and in the best interests of the Company and its stockholders. The Board and each committee perform an annual self-assessment to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chair of the Corporate Governance and Nominating Committee leads the Board in its review of the results of the annual self-assessment and takes further action as needed. Self-Assessment Questionnaire Provides director feedback on the Board and each of the Committees as well as each director Results Analyzed Results of the self-assessment are analyzed and discussed with Corporate Governance and Nominating Committee Individual Discussions The Chair of our Corporate Governance and Nominating Committee engages with individual directors as appropriate Summary of Results Summary of Board and Committee self-assessment results provided to full Board Ongoing Feedback Directors are encouraged to provide ongoing feedback in addition to the annual self-assessment Feedback Incorporated Policies and practices updated as appropriate as a result of the annual self-assessment and ongoing feedback Review of Process Our Corporate Governance and Nominating Committee periodically reviews the self-assessment process
Board Operations ●Robust oversight of corporate strategy ●Executive sessions scheduled for each regular Board meeting ●Director product showcases ●Open access to senior management and information ●Access to third-party advisors ●Frequent informal Board calls ●Substantial opportunity to engage with employees at company-wide events ●Engagement with management outside of Board meetings through working groups and mentorship of Impact team		Annual Governance Review ●Review and update corporate governance practices in context of Board operations and stakeholder feedback
		Annual Self-Assessment
		●Formal Board and committee self-evaluations conducted by independent Chairs ●Feedback incorporated into Board practices Stockholder Outreach ●Regular fall and spring governance outreach with significant stockholders
Accountability to Stockholders ●Proxy access for director candidates nominated by stockholders ●Majority voting standard for uncontested director elections ●Annual director elections ●All directors are expected to attend the Annual Meeting of Stockholders and all attended the 2019 Annual Meeting Governance Principles ●Independent Chair ●Stockownership guidelines for directors ●Prohibition on stock hedging and pledging ●Commitment to strong governance practices and recognition of the importance of strong governance to value creation and risk oversight		Director Recruitment ●Seek directors with diverse perspectives and expertise relevant to our long-term business strategy ●Emphasis on adding directors with diverse backgrounds to the Board Diverse, Independent Board with Mix of Tenures ●All directors except our CEO are independent ●Board includes two stockholder-recommended directors ●Directors possess wide range of expertise to foster diverse perspectives Director Education ●eBay provides membership in the National Association of Corporate Directors to all directors and sponsors attendance at additional educational programs ●Directors provided access to relevant eBay compliance training
Governance Practices		Board Composition

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Corporate Governance   /   Board Oversight and Stockholder Engagement

Board Oversight and Stockholder Engagement

Strategy Oversight

One of the Board’s key responsibilities is overseeing the Company’s strategy, and the Board has deep experience and expertise in the area of strategy development and insights into the most important issues facing the Company. Setting the strategic course of the Company involves a high level of constructive engagement between management and the Board. The Board regularly discusses eBay’s key priorities, taking into consideration and adjusting the Company’s long-term strategy with global economic, customer and other significant trends, as well as changes in the e-commerce industry and the regulatory landscape.

Management Succession Planning and Workforce Culture

The Board recognizes the importance of effective executive leadership to eBay’s success. We conduct a review at least annually that includes succession plans for our senior leadership positions. These succession plans are reviewed and approved by our Board. In conducting its review, the Board considers, among other factors, organizational and operational needs, competitive challenges, leadership/management potential and development, and emergency situations.

Board Connection to eBay Workforce Culture
The Board is intently focused on developing a culture of leadership, development, and excellence at eBay
Our workforce culture is linked to eBay’s mission of empowering people and creating economic opportunity for all. This shared purpose has influenced our culture for 24 years and motivates our employees every day. We are rooted in core values of being driven, inventive, courageous, and richly diverse and inclusive, and of delivering our brand. The Board views eBay’s workforce culture as an asset and oversees eBay’s employee engagement and other workforce development programs.

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Board Oversight and Stockholder Engagement   /   Corporate Governance

Enterprise Risk and Sustainability Oversight

eBay faces economic, financial, legal and regulatory, operational and other risks, such as the impact of competition and sustainability risks, including social, environmental and reputational factors that are integral to the strength of our brands. The Board recognizes that our ability to manage risk can influence whether we achieve our strategic and operating objectives. The Board, as a whole and through its committees, has responsibility for the oversight of risk management, while management is responsible for the day-to-day management of the risks that we face. In its risk oversight role, the Board is responsible for satisfying itself that the risk management framework and supporting processes as implemented by management are adequate and functioning as designed. The Board also influences risk management by fostering a corporate culture of integrity and risk awareness.

	Board of Directors
	Ultimately responsible for risk oversight and direct oversight of major risks
	●CEO succession planning	●Strategic and competitive	●Operational planning and execution
	●Determines risk oversight responsibilities of its committees

	Risk Committee Assists the Board in its oversight of the Enterprise Risk Management (“ERM”) program for key risks such as information security and regulatory compliance (including privacy, anti-money laundering and foreign assets control).		Audit Committee Oversight of financial risks facing the Company’s businesses, including credit, market, liquidity and investment policy risk. Oversight of ethics and compliance program and responsibility for review of related party transactions.		Compensation Committee Promotes appropriate level of risk taking by management through the design and administration of our compensation programs. Oversight of management’s strategies for managing human capital risk.		Corporate Governance and Nominating Committee Influences culture of the board and tone from the top through Board composition recommendations. Oversight of eBay sustainability initiatives, including eBay Impact.

	Senior Management
	Guides programs and reports to Board and committees on strategies and progress
	●Promotes a workforce culture of risk awareness	●Determines with Board appropriate risk tolerances

	ERM Program		Internal Audit		eBay Impact
	Under purview of Risk Committee, identifies, assesses, prioritizes and manages our major risk exposures.		Reporting directly to the Audit Committee, supplies independent assurance of design and effectiveness of risk management.		With oversight from the Corporate Governance and Nominating Committee, team of key functional leaders implementing policies and programs for responsible business and philanthropy.
	Business Functions, Operations and Commerce Platforms
	Our People, Culture and Values

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Corporate Governance   /   Board Oversight and Stockholder Engagement

Risk Management

Our risk management framework, including ERM and Impact sustainability programs, is embedded across our core businesses, with oversight of our company-wide initiatives by the Board and its committees as illustrated above. Our approach to risk management is designed to identify, assess, prioritize and manage our major risk exposures which could affect our ability to execute on our corporate strategy and fulfill our business objectives. These programs enable the Board to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review the Company’s risk exposure and risk tolerance, and to elevate certain key risks for oversight at the Board level.

Management collaborates internally, with oversight from the Board, and periodically engages independent advisors to update risk assessments. Key risks encompassed by the ERM program include, without limitation, information security, data privacy, human capital management and regulatory compliance (including privacy, anti-money laundering and foreign assets control). As a result of our most recent sustainability risk assessment, eBay’s Impact team focuses its efforts on several key areas, including Economic Opportunity, Diversity & Inclusion, Sustainable Commerce and Community Impact.

Our Chief Compliance Officer and other members of management, as appropriate, periodically review with the Risk Committee the major risks facing eBay and the steps management has taken to detect, monitor, and actively manage those risks within the agreed risk tolerance. Likewise, the Corporate Governance and Nominating Committee shall receive periodic updates on eBay Impact. The executives responsible for managing a particular risk (in the case of cybersecurity risks, our Chief Technology Officer and Chief Information Security Officer) also report to the Board or its committees, as appropriate, on how the risk is being managed and progress towards agreed mitigation goals.

Management works across the organization to help our business groups and functions prioritize risk management as part of the company’s strategy. Through the combination of the ERM program and our Impact sustainability efforts, we believe that our integrated risk management framework appropriately addresses the spectrum of risks facing our businesses, including but not limited to each of the risks identified by the Sustainability Accounting Standards Board as being applicable to companies in our industry.

Many of our Impact sustainability initiatives involve cross-company collaboration on goal setting, impact measurement and reporting, which is published annually on the eBay Impact website. These efforts fall under the purview of the Corporate Governance and Nominating Committee and each of eBay’s goals is sponsored by a member of the executive leadership team to ensure we prioritize and remain accountable to achieving these targets at the highest levels of our business. For more information please visit our eBay Impact website athttps://www.ebayinc.com/impact/.

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Stockholder Engagement

Why We Engage
Our directors and management are committed to maintaining a robust dialogue with stockholders. We routinely engage with stockholders throughout the year in order to:

After we file our proxy statement, we engage with our largest stockholders about important topics to be addressed at our annual meeting. In the fall, we conduct an additional cycle of stockholder Environmental, Social and Governance (“ESG”) engagement. Following each round of stockholder engagement, we provide an overview of the discussions and feedback to the applicable Board committees, which is also discussed with the Board.

How We Engage

Board The Chair of the Board and other directors are available for engagement with large stockholders, including participating in joint corporate governance and investor relations meetings. The Board receives feedback from management’s engagement with stockholders through a cadence of management reports throughout the year.		Outcomes from Stockholder Engagement Stockholder feedback is thoughtfully considered and has led to modifications in our governance practices, executive compensation program and disclosure. Some of the actions we have taken that are informed by stockholder feedback over the last several years include: ●Refreshed Board membership to include investor-recommended nominees ●Instituted eBay’s first-ever dividend program and expanded return of capital through disciplined stock buybacks ●Initiated a strategic portfolio review that resulted in the sale of StubHub and which remains underway ●Conducted review, resulting in a three-year plan for significant margin expansion ●Reorganized our executive leadership team and launched other important strategic and business initiatives ●Reduced the threshold for calling a special meeting from 25 percent to a 20 percent standard ●Adopted a mainstream proxy access bylaw ●Increased already robust stock ownership requirement for chief executive officer ●Committed to enhancing the Board’s oversight of eBay’s political spending governance
Investor Relations We provide institutional investors with many opportunities to provide feedback to our Board and management. We participate in: ✓Webcast events ✓One-on-one meetings ✓Investor conferences throughout the year To learn more about our engagement, you may visit our investor relations website athttps://investors.ebayinc.com.
ESG Team We engage with governance representatives of our major stockholders through conference calls that occur during and outside of the proxy season. Members of eBay’s corporate governance, investor relations, sustainability and executive compensation teams discuss, among other matters, company performance, emerging governance practices, the reasons behind a stockholder’s voting decisions at prior meetings, our executive compensation and our sustainable business practices.

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Corporate Governance   /   Governance Policies and Practices

Governance Policies and Practices

Contacting the Board or Individual Directors

Stockholders may contact the Board, individual directors or groups of directors (such as all of our independent directors) at the following address:

c/o Corporate Secretary, eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125

The Corporate Governance and Nominating Committee has delegated responsibility for initial review of stockholder communications to our Corporate Secretary. This process assists the Board in reviewing and responding to stockholder communications in an appropriate manner. The Corporate Governance and Nominating Committee has instructed our Corporate Secretary to review correspondence directed to the Board and its principal committees. It is at her discretion to determine whether to forward items solely related to complaints by users with respect to ordinary course of business, customer service and satisfaction issues, or matters she deems to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s or its committees’ consideration.

Governance Documents

Our Corporate Governance Guidelines, the charters of our principal Board committees, and our Code of Business Conduct can be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents. Any changes in these governance documents will be reflected in the same location on our website. Information contained on our investor relations website is not part of this Proxy Statement.

Majority Vote Standard for Election of Directors

Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the numbers of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. “ABSTAIN” votes will be counted as present for purposes of this vote but are not counted as votes cast. Broker non-votes will not be counted as present and are not entitled to vote on the proposal. As a result, abstentions and broker non-votes will have no effect on the vote for Proposal 1: Election of Directors.

Director Resignation Policy for Uncontested Elections

If a nominee who is serving as a director (an “Incumbent Director”) fails to receive the required number of votes for election in accordance with our bylaws in an uncontested election, under Delaware law, the Incumbent Director would continue to serve on the Board as a “holdover director” until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, or removal pursuant to our bylaws. Our Corporate Governance Guidelines provide that, in considering whether to nominate any Incumbent Director for election, the Board will take into account whether the Incumbent Director has tendered an irrevocable resignation that is effective upon the Board’s acceptance of such resignation in the event the director fails to receive the required vote to be elected, as described above. Each of our Incumbent Directors has tendered an irrevocable resignation. In the case of a proposed nominee who is not an Incumbent Director, the Board will take into account whether he or she has agreed to tender such a resignation prior to being nominated for election.

In the case of an uncontested election, if a nominee who is an Incumbent Director does not receive the required vote for election, the Corporate Governance and Nominating Committee or another committee of the Board will decide whether to accept or reject such director’s resignation (if the director has tendered such a resignation), or whether to take other action, within 90 days after the date of the certification of the election results (subject to an additional 90-day period in certain circumstances). In reaching its decision, the Corporate Governance and Nominating Committee will review factors it deems

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Governance Policies and Practices   /   Corporate Governance

relevant, which may include any stated reasons for “AGAINST” votes, whether the underlying cause or causes of the “AGAINST” votes are curable, criteria considered by the Corporate Governance and Nominating Committee in evaluating potential candidates for the Board, the length of service of the director, the size and holding period of such director’s stock ownership in the Company, and the director’s contributions to the Company. The Corporate Governance and Nominating Committee’s decision will be publicly disclosed in a filing with the SEC. If a nominee who was not already serving as a director fails to receive the required votes to be elected at the Annual Meeting, he or she will not become a member of the Board. All of the director nominees are currently serving on the Board and each director nominee has submitted an irrevocable resignation of the type described above.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines to better align the interests of our directors and executive officers with the interests of our stockholders and further promote our commitment to sound corporate governance. Under these guidelines, our executive officers are required to achieve ownership of eBay common stock valued at three times their annual base salary (six times in the case of our CEO). For the executive officers, these guidelines are initially calculated using the executive officer’s base salary as of the date the person is first appointed as an executive officer. Each person who was serving as an executive officer as of June 30, 2016, had his or her guidelines recalculated as of July 1, 2016. These guidelines are then recalculated each January 1st immediately following the third anniversary of the most recent calculation. In addition, these guidelines will also be recalculated as of the date on which an executive officer’s pay grade changes. Our directors (except for our CEO) are required to achieve ownership of eBay common stock valued at three times the amount of the annual retainer payable to directors as of the later of (i) July 1, 2016 or (ii) the year the director is first elected to the Board. Thereafter, these guidelines will be recalculated each June 1 (based on the value of each director’s annual retainer payable for that year).

Each of our executive officers is required to retain 50% of any shares received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax withholding obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the executive officer until the stock ownership guidelines are met. Each of our non-employee directors is required to retain 25% of the shares received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax withholding obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the director until the stock ownership guidelines are met. Our stock ownership guidelines can be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents.

The ownership levels of our executive officers and directors as of April 1, 2020 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

Hedging and Pledging Policy

The Company’s insider trading policy prohibits directors, executive officers, and other employees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. The policy also prohibits directors and executive officers from pledging eBay common stock as collateral for any loans.

Clawbacks

In 2012, we implemented changes to the eBay Incentive Plan and the Company’s equity incentive plans to provide that awards made under those plans are subject to a clawback provision. In January 2014, the terms of the clawback were adopted by the Compensation Committee subject to amendment to comply with the SEC rules to be issued in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act.

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Corporate Governance   /   Governance Policies and Practices

Conflicts of Interest/Code of Business Conduct

We expect our directors, executive officers, and other employees to conduct themselves with the highest degree of integrity, ethics, and honesty. Our credibility and reputation depend on the good judgment, ethical standards, and personal integrity of each director, executive officer, and employee. Our Code of Business Conduct requires that directors, executive officers, and other employees disclose actual or potential conflicts of interest and recuse themselves from related decisions. In order to better protect us and our stockholders, we regularly review our Code of Business Conduct and related policies to ensure that they provide clear guidance to our directors, executive officers, and employees.

The Company also has practices that address potential conflicts in circumstances where a non-employee director is a control person of an investment fund that desires to make an investment in or acquire a company that may compete with one of the Company’s businesses. Under those circumstances, the director is required to notify the Company’s CEO and General Counsel of the proposed transaction, and the Company’s senior management then assesses the nature and degree to which the investee company is competitive with the Company’s businesses, as well as the potential overlaps between the Company and the investee company. If the Company’s senior management determines that the competitive situation and potential overlaps between eBay and the investee company are acceptable, approval of the transaction by the Company would be conditioned upon the director agreeing to certain limitations (including refraining from joining the board of directors of the investee company or conveying any confidential or proprietary material between the Company and the investee company, abstaining from being the primary decision-maker for the investment fund with respect to the investee company, and recusing himself/herself from portions of Company Board meetings that contain competitive information reasonably pertinent to the investee company). All transactions by investment funds in which a non-employee director is a control person also remain subject in all respects to the Board’s written policy for the review of related person transactions, discussed under the section entitled “Certain Transactions with Directors and Officers.”

Corporate Hotline
We have established a corporate hotline that is operated by a third party and allows any employee to confidentially and anonymously (where legally permissible) lodge a complaint about any accounting, internal control, auditing, or other matters of concern.

Certain Transactions with Directors and Officers

Our Audit Committee reviews and approves the Code of Business Conduct, which applies to our directors, officers, and employees and reviews our programs that are designed to ensure compliance with the Code of Business Conduct. The Audit Committee also reviews and approves all transactions with related persons that are required to be disclosed in this section of our Proxy Statement. The charter of our Audit Committee and our Code of Business Conduct may be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents/.

Our Board has adopted a written policy for the review of related person transactions. For purposes of the policy, a related person transaction includes transactions in which (1) the amount involved is more than $120,000, (2) eBay is a participant, and (3) any related person has a direct or indirect material interest. The policy defines a “related person” to include directors, nominees for director, executive officers, beneficial holders of more than 5% of eBay’s outstanding common stock and their respective family members. Pursuant to the policy, all related person transactions must be approved by the Audit Committee or, in the event of an inadvertent failure to bring the transaction to the Audit Committee for pre-approval, ratified by the Audit Committee. In the event that a member of the Audit Committee has an interest in a related person transaction, the transaction must be approved or ratified by the disinterested members of the Audit Committee. In deciding whether to approve or ratify a related person transaction, the Audit Committee will consider the following factors:

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Governance Policies and Practices   /   Corporate Governance

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, 2019, 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.

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Compensation of Directors

The Compensation Committee 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.

Except for Mr. Omidyar, eBay’s founder and member of the Board, 2019 annual compensation to continuing non-employee directors consisted of (a) Company common stock with a grant date value equal to $250,000 or, for a non-employee director serving as the Chair of the Board, $350,000, in each case rounded up to the nearest whole share, granted at the time of the annual meeting and (b) an annual cash retainer of $80,000 paid in quarterly installments (or, at the non-employee director’s discretion, paid in additional common stock of an equivalent value rounded up to the nearest whole share). The annual retainer is pro-rated in the event that a director serves for a portion of a year.

Deferred Stock Units (“DSUs”) granted prior to August 1, 2013 are payable in Company common stock or cash (at our election) following the termination of a non-employee director’s service on the Board. DSUs granted on or after August 1, 2013 are payable solely in Company common stock following the termination of a non-employee director’s service on the Board. Since January 1, 2017, RSUs have been granted in lieu of DSUs as compensation for non-employee directors. In the event of a change in control of eBay, any equity awards granted to our non-employee directors will accelerate and become fully vested and exercisable.

The following table sets forth annual retainers paid to our non-employee directors who serve as Chair of the Board; the Chairs of the Audit, Compensation, Corporate Governance and Nominating, and Risk Committees; and the members of those Committees. Directors with an interest and background in technology who meet regularly with our senior technologists and report significant matters to the Board do not receive any additional compensation for such service.

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2019 Director Compensation Table   /   Compensation of Directors

2019 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, 2019.

Fees Earned or Paid in Cash (Column (b))

The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee director in 2019, which includes fees with respect to which the following directors elected to receive shares in lieu of cash.

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Compensation of Directors   /   2019 Director Compensation Table

Stock Awards (Column (c))

The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted in 2019. The grant date fair value of each RSU was calculated using the fair value of our common stock on the date of the grant. Each non-employee director (other than Mr. Omidyar) providing service as a director through May 30, 2019, the date of our 2019 Annual Meeting, was granted 6,872 RSUs with a value of $250,000 on such date (or, in the case of Mr. Tierney, our Chair of the Board, 9,621 RSUs with a value of $350,000 on such date). Such RSUs become fully vested upon the earlier of (i) the first anniversary of the grant date, and (ii) the first annual meeting of the stockholders of the Company that occurs after the grant date.

As of December 31, 2019, each individual who served as a non-employee director during 2019 held the aggregate numbers of DSUs and RSUs as set forth below. There were no outstanding options held by non-employee directors as of December 31, 2019.

All Other Compensation (Column (e))

The amount reported in the All Other Compensation column for Mr. Omidyar consists of that portion of the premiums paid by eBay for health insurance coverage for the benefit of Mr. Omidyar. Other than this benefit, the Company provides no other reportable compensation or benefits to non-employee directors.

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Audit Matters

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent auditors retained to audit our consolidated financial statements. We have appointed PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for the fiscal year ending December 31, 2020. PwC has served as our auditors since 1997. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent audit firm. Further, in conjunction with the mandated rotation of the independent audit firm’s lead engagement partner, the Audit Committee will continue to be directly involved in the selection and evaluation of PwC’s lead engagement partner. The Board and the Audit Committee believe that the continued retention of PwC to serve as our independent auditors is in the best interests of eBay and our stockholders. We expect that representatives of PwC will be present at the Annual Meeting, will have an opportunity to make a statement if they wish, and will be available to respond to appropriate questions.

Our bylaws do not require the stockholders to ratify the appointment of PwC as our independent auditors. However, we are submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Audit Committee will reconsider whether or not to retain PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of eBay and our stockholders.

The Board and the Audit Committee recommend a voteFORthis proposal.

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Audit Matters   /   Audit and Other Professional Fees

Audit and Other Professional Fees

During the fiscal years ended December 31, 2018 and December 31, 2019, fees for services provided by PwC were as follows (in thousands):

“Audit Fees” consist of fees incurred for services rendered for the audit of eBay’s annual financial statements, review of financial statements included in eBay’s quarterly reports on Form 10-Q, other services normally provided in connection with statutory and regulatory filings, for attestation services related to compliance with the Sarbanes-Oxley Act of 2002, and services rendered in connection with securities offerings. “Audit-Related Fees” consist of fees incurred for due diligence procedures in connection with acquisitions and divestitures and consultation regarding financial accounting and reporting matters. “Tax Fees” consist of fees incurred for transfer pricing consulting services, tax planning and advisory services, and tax compliance services. “All Other Fees” consist of fees incurred for permitted services not included in the category descriptions provided above with respect to “Audit Fees,” “Audit-Related Fees,” and “Tax Fees,” and include fees for consulting services, compliance-related services, and software licenses, as well as the lease payments described above.

The Audit Committee has determined that the non-audit services rendered by PwC were compatible with maintaining its independence. All such non-audit services were pre-approved by the Audit Committee pursuant to the pre-approval policy set forth below.

Audit Committee Pre-Approval Policy

The Audit Committee has adopted a policy requiring the pre-approval of any non-audit engagement of PwC. In the event that we wish to engage PwC to perform accounting, technical, diligence, or other permitted services not related to the services performed by PwC as our independent registered public accounting firm, our internal finance personnel will prepare a summary of the proposed engagement, detailing the nature of the engagement, the reasons why PwC is the preferred provider of such services, and the estimated duration and cost of the engagement. This information will be provided to our Audit Committee or a designated Audit Committee member, who will evaluate whether the proposed engagement will interfere with the independence of PwC in the performance of its auditing services and decide whether the engagement will be permitted.

On an interim basis, any non-audit engagement may be presented to the Chair of the Audit Committee for approval and to the full Audit Committee at its next regularly scheduled meeting.

Auditor Independence

We have taken a number of steps to ensure continued independence of our outside auditors. Our independent auditors report directly to the Audit Committee, and we limit the use of our auditors for non-audit services. The fees for services provided by our auditors in 2018 and 2019 and our policy on pre-approval of non-audit services are described above.

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Audit Committee Report   /   Audit Matters

Audit Committee Report

We constitute the Audit Committee of the Board. The Audit Committee’s responsibility is to provide assistance and guidance to the Board in fulfilling its oversight responsibilities to eBay’s stockholders with respect to:

The Audit Committee members are not professional accountants or auditors, and these functions are not intended to replace or duplicate the activities of management or the independent auditors. Management has primary responsibility for preparing the financial statements and designing and assessing the effectiveness of internal control over financial reporting. Management and the internal audit function are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations.

PwC, eBay’s independent auditors, is responsible for planning and carrying out an audit of eBay’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and eBay’s internal control over financial reporting, expressing an opinion on the conformity of eBay’s audited financial statements with generally accepted accounting principles (“GAAP”) as well as the effectiveness of eBay’s internal control over financial reporting, reviewing eBay’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures.

During 2019 and in early 2020, in connection with the preparation of eBay’s Annual Report on Form 10-K for the year ended December 31, 2019, and in fulfillment of our oversight responsibilities, we did the following, among other things:

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Audit Matters   /   Audit Committee Report

Our Audit Committee held nine meetings in 2019. Throughout the year, we conferred with PwC, eBay’s internal audit function, and senior management in separate executive sessions to discuss any matters that the Audit Committee, PwC, the internal audit function, or senior management believed should be discussed privately with the Audit Committee. We have direct and private access to both the internal and external auditors of eBay.

We have discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee received written disclosures and a letter from PwC required by the applicable PCAOB requirements for independent accountant communications with audit committees concerning auditor independence, and discussed the independence of PwC with that firm. We concluded that PwC’s provision to eBay and its affiliates of the non-audit services reflected under “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” above is compatible with PwC’s obligation to remain independent.

We have also established procedures for the receipt, retention, and treatment of complaints received by eBay regarding accounting, internal accounting controls, or auditing matters and for the confidential anonymous submission by eBay employees of concerns regarding questionable accounting or auditing matters.

After reviewing the qualifications of the current members of the Audit Committee, and any relationships they may have with eBay that might affect their independence from eBay, the Board determined that each member of the Audit Committee meets the independence requirements of The Nasdaq Stock Market and of Section 10A of the Exchange Act, that each member is able to read and understand fundamental financial statements, and that Mr. Anderson and Mr. Traquina each qualifies as an “audit committee financial expert” under the applicable rules promulgated pursuant to the Exchange Act. The Audit Committee operates under a written charter adopted by the Board. The current Audit Committee Charter is available on the corporate governance section of eBay’s investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents/. Any future changes in the Audit Committee Charter will also be reflected on the website.

Based on the reviews and discussions described above, we recommended to the Board, and the Board approved, the inclusion of the audited financial statements in eBay’s Annual Report on Form 10-K for the year ended December 31, 2019, which eBay filed with the SEC on January 31, 2020. We have also approved the appointment of PwC as our independent auditors for the fiscal year ending December 31, 2020.

Audit Committee

Fred D. Anderson	Adriane M. Brown	Perry M. Traquina

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Our Executive Officers

Executive officers are appointed annually by the Board and serve at the discretion of the Board. Set forth below is information regarding our executive officers as of April 27, 2020.

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Our Executive Officers

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Executive Compensation

In accordance with the requirements of Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as described in the Compensation Discussion and Analysis, compensation tables, and related narrative discussion of such compensation included in this Proxy Statement.

As discussed in the Compensation Discussion and Analysis, the Compensation Committee of the Board is committed to an executive compensation program that is aligned with our business goals, culture, and stockholder interests. We believe a competitive compensation program that is highly performance-based is key to delivering long-term stockholder returns.

To achieve these objectives, our executive compensation program generally has three components: long-term equity compensation, an annual cash incentive, and base salary. The Compensation Committee seeks to have our named executive officers’ total compensation heavily weighted to variable, performance-based compensation by delivering a majority of compensation in the form of performance-based restricted stock units and annual cash incentives. Performance-based restricted stock units vest based on our achievement of specified financial performance goals over a two-year performance period. Under our annual cash incentive plan, 75% of each named executive officer’s bonus payout for 2019 was based on Company financial performance with the remaining 25% based on individual performance; there is no payout for individual performance unless thresholds for Company performance are met, and there is a reduced payout for individual performance if Company performance is below target. We also granted time-based restricted stock units, the value of which depends on the performance of the Company’s stock. In addition, from time to time to respond to extraordinary circumstances, we may use one-time grants and supplemental payments – for example, with our monthly performance bonuses for Messrs. Schenkel and Cring in connection with their interim roles.

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Executive Compensation

The Compensation Committee believes that the goals of our executive compensation program are appropriate and that the program is properly structured to achieve those goals, particularly in light of our annual evaluation of, and periodic refinements to, the program. We have engaged in ongoing discussions with our investors, who generally support those goals and the program, and we believe our stockholders as a whole should support them as well.

We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2019 Summary Compensation Table, and the other related tables and disclosures.”

While the say-on-pay vote is advisory, and therefore not binding on the Company, the Board and the Compensation Committee value the opinions of our stockholders and will take into account the outcome of this vote in considering future compensation arrangements. It is expected that the next say-on-pay vote will occur at the 2021 Annual Meeting.

The Board recommends a voteFORthis proposal.

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Message from the Compensation Committee   /   Executive Compensation

Message from the Compensation Committee

Dear eBay Stockholder,
2019 was a year of evolution as eBay focused on investments in our core Marketplace to improve the customer experience and position the Company for growth. We introduced several initiatives, including an operating review that resulted in a three-year plan to drive margin improvement and a strategic review of our portfolio of assets, which resulted in the 2020 sale of the StubHub business. We continued to make progress on growth initiatives of managed payments and advertising, including the acceleration of managed payments in the U.S. and Germany, along with a focus on our first-party advertising business. We also saw growth in our Classifieds business, particularly as the business furthered its verticalization strategy in automotive.

2019 Performance
In 2019, we took actions to promote the Company’s long-term success. These actions provide optimism that the Company made progress which was reflected in an above-target annual incentive award payout in respect of 2019. However, we recognize that performance over the last two years fell short of expectations. Our long-term incentive plans held leaders accountable for this performance with below-target payouts of the performance-based restricted stock units for the 2018-2019 performance cycle. Accordingly, we believe our compensation program is aligned with our pay-for-performance philosophy and continues to contain the right mix of short and long-term incentives to drive performance during 2020 and beyond.

Continued Stockholder Engagement
While the Company continues to evolve, our core values remain constant. We welcome diversity of thoughts, backgrounds, ideas and opinions because we believe our shared purpose benefits from a multiplicity of viewpoints. This includes our solicitation of feedback from our stockholders through regular engagement efforts and outreach initiatives. We routinely discuss our strategy for executive compensation and address current trends and issues related to compensation. In 2019, consistent with our commitment to stockholder input and as we have consistently done for many years, the Company held conversations with investors during which we discussed our executive compensation program and their feedback on that program, among other matters.

The compensation program for our executives reflects our careful consideration of this feedback, and our view that the compensation appropriately recognizes our executives’ performance.

Leadership Transition
We believe strong leadership is an important element of success, particularly as eBay positions itself for growth. In fall 2019, the Board began a comprehensive search for a new Chief Executive Officer. During the CEO search, certain compensation decisions were made to place tenured leaders in new roles, particularly the appointments of Scott Schenkel and Andrew Cring to the interim CEO and CFO roles, respectively. Other executive compensation decisions were related to hiring a new Chief Product Officer to simplify the Marketplace shopping experience and recognizing the importance of the core leadership team in delivering on the portfolio and operating reviews.

In April 2020, the Board appointed Jamie Iannone, an experienced leader with a proven track record of innovation, execution, and operational excellence, as the Company’s next CEO. Now, in the year of our 25th anniversary, we are excited that Jamie will lead eBay in its next chapter.

eBay exists to empower people and create economic opportunity. This shared purpose continues to drive our culture and motivates our employees every day. In this time of change, we are counting on our people to be driven, inventive, courageous, diverse and inclusive, and to deliver an authentic eBay experience. We welcome your input on our 2019 compensation program, which is described in the following pages.

Paul S. Pressler	Anthony J. Bates	Bonnie S. Hammer	Kathleen C. Mitic	Thomas J. Tierney

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Executive Compensation   /   Compensation Discussion & Analysis

Compensation Discussion & Analysis

This Compensation Discussion and Analysis describes the compensation of our “named executive officers” (“NEOs”) for 2019:

Scott Schenkel	Andrew Cring	Jae Hyun Lee
Interim Chief Executive Officer (“Interim CEO”)(1)	Interim Chief Financial Officer (“Interim CFO”)(2)	Senior Vice President, International(3)
Pete Thompson	Kristin Yetto
Senior Vice President, Chief Product Officer(4)	Senior Vice President, Chief People Officer(5)

Executive Summary

Within our executive compensation program, we strive to align the interests of our stockholders and our executives. We also believe in creating incentives that reflect our pay-for-performance philosophy, both in periods of success and during years where our financial performance falls short of our targets. In our view, our compensation practices, including incentive compensation, play an important role in reinforcing our performance-driven culture. In support of this philosophy, our NEOs received payouts for the 2018-2019 PBRSU cycle that paid out below target while receiving annual cash incentive payouts that paid above target due to progress of strategic initiatives in 2019 that resulted in the Company exceeding the revenue threshold and net income target. The Compensation Committee also reviewed and approved the target value of equity awards, target annual cash incentive award, and salary for our NEOs based on a number of factors, including, but not limited to, performance of the NEO’s business unit or function and organizational excellence such as driving innovation.

Out-of-Cycle Compensation Decisions
Generally, the Compensation Committee limits the use of out-of-cycle compensation for executive officers to extraordinary circumstances only. In 2019, we took action to ensure a seamless leadership transition and provided incentives for leaders to execute initiatives relating to our portfolio and operational strategic plans. Specifically, with the departure of Mr. Wenig and the

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Compensation Discussion & Analysis   /   Executive Compensation

Board appointments of Mr. Schenkel to the Interim CEO role and Mr. Cring to the Interim CFO role, we implemented a special pay structure in the form of monthly performance bonuses designed to align Mr. Schenkel’s and Mr. Cring’s cash compensation to their interim roles. We also provided one-time equity grants to Mr. Schenkel and Mr. Cring in recognition of the increased responsibilities inherent to their new roles. In addition, Ms. Yetto’s vital work as the leader of the People function in the portfolio and operating initiatives was also recognized by a one-time equity grant.

We view these out-of-cycle incentives as consistent with our core compensation philosophy, including our commitment to linking compensation to demonstrable performance achievements, and for Mr. Schenkel and Mr. Cring, tailored to the interim nature of these roles.

Our Compensation Program

We achieve these objectives primarily by employing the following elements of pay for our executive officers: (1) equity awards, both restricted stock unit (“RSU”) and performance-based restricted stock unit (“PBRSU”) grants under the eBay Inc. 2008 Equity Incentive Award Plan, (2) an annual bonus program under the eBay Incentive Plan (“eIP”); and (3) base salary.

How We Paid Our CEO
The following graphics illustrate the predominance of equity incentives and performance-based components in our executive compensation program.

Mr. Schenkel (Interim CEO)

2019 Pay Mix*

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Executive Compensation   /   Compensation Discussion & Analysis

Incentive Compensation Correlates to Performance
In 2019, we continued to compensate our executive officers using a mix of equity and cash compensation vehicles. Our incentive compensation is tied to financial targets that the Compensation Committee believes correlate with operating performance over one- and multi-year performance periods (and, in the case of certain performance bonuses to Messrs. Schenkel and Cring, monthly periods over their interim service) and long-term stock performance.

In recognition of the importance of our strategic decision to improve customer experience by intermediating payments on our Marketplace platform, we continued the adjustment of the PBRSU Program for the 2019-2020 PBRSU cycle to tie our senior executives’ compensation to the degree of achievement of Payments intermediation through the use of a Payments achievement modifier component to the design.

2019 Annual Cash Incentive Goals and Plan Performance (“eIP”)
The following graphs show the goals and results achieved for the 2019 performance period:

		Threshold		Target		Maximum
FX-neutral Revenue ($ billions)
Non-GAAP Net Income ($ billions)

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Compensation Discussion & Analysis   /   Executive Compensation

2018-2019 PBRSU Goals and Performance

The following graphs show the goals and results achieved for the 2018-2019 performance period:

		Threshold		Target		Maximum
Foreign-exchange neutral (FX-neutral) revenue ($ billions)
Non-GAAP operating margin dollars ($ billions)
Return on Invested Capital Modifier (%)
Payments Modifier* * Modifier is based on aggregate points achieved due to percentage of gross GMV intermediated on payments platform during 2018 Q4 and 2019 in U.S. and Germany.

We are also making a change to our PBRSU program. Beginning with the 2020-2021 PBRSU cycle, we removed the Payments component to the modifiers that determine payout of the PBRSUs. This Payments modifier was designed to reward growth on the payment intermediation system. Now that the Payments initiative has launched, we believe that there is no need to retain the Payments modifier as continued growth related to this business will be reflected in the other performance metrics.

During a period of evolution, including leadership transitions, our compensation plans provided flexibility to make decisions to address these changes. Accordingly, our Board of Directors, including the Compensation Committee, remain committed to the programs. However, consistent with best practices, we will continue to evaluate plan designs annually to determine whether any adjustments should be made.

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Executive Compensation   /   Compensation Discussion & Analysis

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

Introduction

This Compensation Discussion and Analysis is presented as follows:

	Elements of Our Executive Compensation Programsprovides a description of our executive compensation practices, programs, and processes.
	2019 NEO Target Compensationdiscusses how we use the elements of compensation program to achieve our target pay mix.
	2019 Compensation Decisionsexplains executive compensation decisions made for our executive officers for 2019.
	Further Considerations for Setting Executive Compensationdiscusses the role of the Company’s compensation consultant, peer group considerations, and the impact of accounting and tax requirements on compensation.
	Severance and Change in Control Arrangements with Executive Officers and Clawbacksdiscusses the Company’s severance and change in control plans and other arrangements with executive officers.

To achieve our executive compensation goals, we have three principal components of our executive compensation program: equity compensation, an annual cash incentive, and base salary. We seek to ensure that total compensation for our executive officers is heavily weighted to variable, performance-based compensation by delivering a majority of compensation in the form of PBRSUs and annual cash incentives.

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Compensation Discussion & Analysis   /   Executive Compensation

Elements of Our Executive Compensation Program

The following chart provides a summary of the elements of our 2019 executive compensation program.

		Compensation Elements		Performance Metrics		Performance and Vesting Periods		Rationale
		Base Salary		●Assessment and Target Positioning Strategy		●N/A		●Rewards executives’ current contributions to the Company ●Reflects the scope of executives’ roles and responsibilities
		Annual Cash Incentive Awards		Threshold company performance measures: ●FX-neutral revenue (threshold) ●Non-GAAP net income (threshold) If BOTH thresholds are met, then payout based on ●Total non-GAAP net income (75%) ●Individual performance (25%)		●Annual		●Aligns executive compensation with annual Company and individual performance ●Motivates executives to enhance annual results
		Equity Incentive Awards		Time-based RSUs: ●Time-based vesting only PBRSUs: ●FX-neutral revenue ●Non-GAAP operating margin dollars ●Return on invested capital (modifier) ●Payments (modifier)		Time-based RSUs: ●Quarterly vesting over a four-year period subject to continued employment PBRSUs: ●For CEO and CFO: 100% PBRSU awards granted will vest more than 14 months following the end of the applicable two-year performance. ●For other NEOs: One-half of the PBRSUs vest in March following the end of the applicable performance period, and the other half of the award vests in March of the following year, more than 14 months following the completion of the performance period.		●Aligns executive incentives with the long-term interests of our stockholders ●Positions award guidelines at target level with the median of the market levels paid to peer group executives ●Recognizes individual executive’s recent performance and potential future contributions ●Retains executives for the long term ●Provides a total compensation opportunity with payouts varying based on our operating and stock price performance

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Executive Compensation   /   Compensation Discussion & Analysis

We chose a mix of equity and cash compensation vehicles to compensate executive officers based on sustainable long-term value drivers of Company performance over one- and multi-year periods (and, in the case of certain monthly performance bonuses to Messrs. Schenkel and Cring, during their interim service) and individual contributions to the Company.

Our executive officers were also eligible to receive a comprehensive set of benefits:

We provide certain executive officers with limited perquisites and other personal benefits not available to all employees that we believe are reasonable and consistent with our overall compensation program and philosophy. These benefits are provided to enable the Company to attract and retain these executive officers. We periodically review the levels of these benefits provided to our executive officers.

The Compensation Committee encouraged Mr. Wenig (and Mr. Schenkel in the interim CEO position) to use the corporate airplane for personal travel to reduce possible security concerns where relevant. Prior to his appointment to interim CEO and in his CFO role, Mr. Schenkel’s access to the corporate airplane was limited to 20 hours of personal use, subject to Mr. Schenkel fully reimbursing the Company for the incremental costs associated with such use. The Company does not grant bonuses to cover, reimburse, or otherwise “gross-up” any income tax owed for personal travel on the corporate airplane.

2019 NEO Target Compensation

When making compensation decisions for our NEOs, the Compensation Committee evaluated each individual based on his or her leadership, competencies, innovation, and both past and expected future contributions toward the Company’s financial, strategic, and other priorities. The Company’s performance was reflected in our executive compensation program, holding leadership accountable for Company performance.

Incentive Compensation
Long-Term Equity Awards. The value of annual equity awards is determined within guidelines that the Compensation Committee approves on an annual basis for each position. These guidelines are based on our desired pay positioning relative to companies with which we compete for talent. The midpoint of the guidelines, or the median target award, reflects the 50th percentile of the competitive market.

In 2019, the Compensation Committee approved equity award guidelines by position based on the following:

The Compensation Committee is also cognizant of dilution resulting from equity compensation, and so it carefully considers share usage each year and sets an upper limit on the number of shares that can be used for equity compensation, including awards to executive officers and the overall employee population.

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Each executive officer’s individual contribution and impact, projected level of contribution and impact in the future, and competitive positioning are considered when determining individual awards. The retention value of current year awards and the total value of unvested equity from previous awards are also considered. The individual awards can be higher or lower than the median target award by an amount ranging from zero to three times the median target award.

Based on its assessment, the Compensation Committee approved individual compensation arrangements for each NEO based on the factors and guidelines described above and in this section.

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

Base Salary
Assessment and Target Positioning Strategy. We review market data annually and approve each executive officer’s base salary for the year. Increases, if any, generally become effective on or around April 1st of the year. We assess competitive market data on base salaries from public filings of our peer group companies and general industry data for comparable technology companies that are included in proprietary third-party surveys. When considering the competitive market data, we also recognize that the data is historical and does not necessarily reflect those companies’ current pay practices. We assess each executive officer’s base salary against the 50th percentile of the salaries paid to comparable executives at peer group companies and also consider individual performance, levels of responsibility, expertise, and prior experience in our evaluation of base salary adjustments.

Determining 2019 Target Annual Compensation for our CEO
Mr. Schenkel, Interim CEO
At Mr. Schenkel’s appointment as the Interim CEO, the Compensation Committee focused on incentivizing Mr. Schenkel for leading the Company during this transition while remaining committed to the philosophy of tying compensation to Company performance.

In determining Mr. Schenkel’s compensation as the Interim CEO, the Compensation Committee determined that a monthly performance bonus was appropriate in order to bring his cash compensation in line with that of the CEO position. Prior to his appointment, Mr. Schenkel’s salary was determined at a level appropriate for his role as the CFO in accordance with the methodology described below for NEOs other than the CEO. The Compensation Committee also determined that supplemental 2019-2020 PBRSU and RSU grants were necessary and appropriate to further compensate Mr. Schenkel for the additional responsibilities of the CEO position.

Mr. Wenig, Former CEO
In 2019, the Compensation Committee sought to link Mr. Wenig’s compensation with the sustainable long-term performance of the Company. The Compensation Committee considered many factors in setting the various components of Mr. Wenig’s compensation, including factors such as execution against long-term strategic plans and innovation and execution across eBay’s platforms. The Compensation Committee reviewed and approved the salary, target annual cash incentive award, and value of equity awards for Mr. Wenig considering available market data as well as Company and individual performance.

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Executive Compensation   /   Compensation Discussion & Analysis

Summary of Target Value of Equity Awards, Target Cash Incentive Award, and Salary for other NEOs
The Compensation Committee considered many factors in approving the various components of the other NEOs’ compensation, including those set forth below. In evaluating performance against these factors, the Compensation Committee assigned no specific weighting to any one of the factors, instead evaluating individual performance in a holistic manner.

The Compensation Committee reviewed and approved the target value of equity awards, target annual cash incentive award, and salary for our NEOs based on available market data as well as Company and individual performance.

The Compensation Committee approved a salary increase for Ms. Yetto in order to remain competitive with current market conditions. The Compensation Committee determined that the other NEOs’ target annual cash incentive awards remained competitive without an increase and that their overall cash compensation was consistent with creating an ownership culture by focusing the compensation mix on equity rather than cash. The Committee determined annual equity awards based on delivery against business metrics, financial targets and Company-level leadership.

The Compensation Committee limits the use of out-of-cycle compensation for executive officers to extraordinary circumstances only. In addition to the annual awards and the supplemental grant to Mr. Schenkel described above, two of our NEOs, Mr. Cring and Ms. Yetto, received additional equity grants. Mr. Cring received an RSU grant related to the additional responsibilities of his Interim CFO role. Ms. Yetto received a 2019-2020 PBRSU grant and an RSU grant to recognize the critical nature of her role as Chief People Officer in the portfolio and operational review initiatives.

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The following table shows the compensation arrangements for our other NEOs:

2019 Incentive Compensation Decisions

Our executive compensation program is highly performance-based, with payouts under the program dependent on meeting financial and operational targets over designated performance periods. For 2019, we selected financial metrics and targets that the Compensation Committee 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, payment intermediation usage and non-GAAP net income. As mentioned above, we made one-time equity grants to Mr. Schenkel and Mr. Cring in recognition of the increased responsibilities inherent to their new roles. On October 15, 2019, Mr. Schenkel received grants of $4,000,000 in RSUs vesting over four years on a quarterly basis and a grant of $4,000,000 in PBRSUs for the 2019-2020 performance period. On October 15, 2019, Mr. Cring received a grant of $3,000,000 in RSUs vesting over four years on a quarterly basis. In addition, we made a one-time grant to recognize the critical nature of Ms. Yetto’s role as Chief People Officer in the portfolio and operational review initiatives. On October 15, 2019, Ms. Yetto received a grant of PBRSUs for the 2019-2020 performance period in the amount of $1,500,000 and a grant of RSUs in the amount of $1,500,000 vesting over four years on a quarterly basis.

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Executive Compensation   /   Compensation Discussion & Analysis

2019 Long-Term Equity Incentive Awards
In 2019, our NEOs received equity-related compensation as part of the Company’s standard annual equity award. In general, the formula used to allocate the annual equity awards is as follows:

PBRSU Program
The PBRSU Program is a key component of the annual equity compensation for each executive officer. At the beginning of each performance period, executive officers receive PBRSU grants that are subject to performance- and time-based vesting requirements.

Performance Period and Vesting
Each PBRSU cycle has a two-year performance period. The performance goals for each cycle are approved by the Compensation Committee at the beginning of the performance period. Each executive officer is awarded a target number of shares subject to the PBRSU award at the beginning of the performance period.

If the Company’s actual performance exceeds or falls short of the target performance goals, the actual number of shares subject to the PBRSU award will be increased or decreased formulaically.

Under the PBRSU program, under which PBRSUs are awarded to executives at the level of Senior Vice President and above, 100% of any PBRSU awards granted to the CEO and CFO will vest, if at all, more than 14 months following the end of the applicable two-year performance period. This provision subjects 100% of the CEO and CFO PBRSU awards to at least three years of stock price volatility before the shares vest. For all SVPs other than the CEO and CFO, one-half of the PBRSUs vest in March following the end of the applicable performance period, and the other half of the award vests in March of the following year, more than 14 months following the completion of the performance period. The Compensation Committee believes that the post-performance-period vesting feature of the PBRSUs provides an important mechanism that helps to retain executive officers and align their interests with long-term stockholder value.

PBRSU Timeline

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Performance Measures and Rationale
As discussed above, the number of shares subject to a target PBRSU award are adjusted based on whether the Company’s actual performance exceeds or falls short of the target performance goals for the applicable performance period.

The following table outlines the performance measures for the 2018-2019 and 2019-2020 performance periods and the rationale for their selection.

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Executive Compensation   /   Compensation Discussion & Analysis

Calculation Mechanics
2018-2019 and 2019-2020 PBRSU Cycles*. Shares that vest under the 2018-2019 and 2019-2020 PBRSU awards reflect the potential impact of the Payments modifier. The shares that vest will be 0% to 340% of the initial grant for the 2018-2019 performance period and 0% to 330% for the 2019-2020 performance period, based on eBay’s FX-neutral revenue, non-GAAP operating margin dollars (each weighted 50%), and return on invested capital and Payments modifiers, with the calculation as set forth below:

To receive any shares subject to a PBRSU award, at least one of the FX-neutral revenue or non-GAAP operating margin dollars minimum performance thresholds must be met. Each of the minimum performance thresholds are independent and, if any of the FX-neutral revenue or non-GAAP operating margin dollar performance thresholds are met, the award is adjusted with respect to that performance measure in accordance with the percentages outlined in the illustration below. If the minimum performance threshold for either FX-neutral revenue or non-GAAP operating margin dollars is not met, then no shares are awarded for that performance measure. The Compensation Committee 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 major acquisitions or unusual or extraordinary corporate transactions, events, or developments) and the Compensation Committee may apply negative discretion to reduce the payout levels of the awards.

2018-2019 PBRSU Cycle Performance and Shares Earned
The following graphs show the goals and results achieved for the 2018-2019 performance period:

		Threshold		Target		Maximum
Foreign-exchange neutral (FX-neutral) revenue ($ billions)
Non-GAAP operating margin dollars ($ billions)
Return on Invested Capital (%) Modifier
Payments Modifier

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For the 2018-2019 performance period, actual awards under the PBRSU Program could range from 0% to 340% of the target awards. Based on the Company’s financial performance during the 2018-2019 performance period, the actual PBRSU awards were 86% of target and our NEOs received the following awards: