Ebay Inc. · NASDAQ:EBAY
Ebay — Proxy Contest (June 2021)
24 slides from Ebay's proxy contest presentation, Jun 4, 2021
Slide 1: eBay Inc. proxy filing cover page
eBay Inc. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each c
Slide 2: Investor Presentation June 2021
Investor Presentation June 2021
Slide 3: Table of Contents
TABLE OF CONTENTS I. Board and Corporate Governance Practices • Board Composition, Tenure and Refreshment • Active Risk Oversight • Written Consent Proposal • Commitment to Governance Best Practices II. Executive Compensation • Compensation Program Overview III. Human Capital, DE&I and Global Impact
Slide 4: Board and Corporate Governance Practices
BOARD AND CORPORATE GOVERNANCE PRACTICES
Slide 5: Highly Skilled and Independent Board of Directors
• The Board regularly reviews the skills, professional experience, background, age, and diversity of its members to ensure the Board is positioned to provide oversight on the Company's business and strategy and to represent shareholders' interests • The Board and each committee perform an annual sel
Slide 6: Experienced Board with Robust Leadership
Bonnie Hammer Vice Chairman, NBCUniversal Director Since 2015 Perry Traquina Former Chairman & CEO, Wellington Director Since 2015 Chair Audit Comm. Logan Green CEO & Co - Founder, Lyft Director Since 2016 Kathleen Mitic Co - CE O & Co - Founder, SomethingElse Director Since 2011 Chair Gov . & Nom.
Slide 7: Board Succession, Refreshment and Diversity
• Following thoughtful succession planning, Paul Pressler assumed the role of Chair of the Board succeeding Tom Tierney who retired at the 2020 Annual Meeting • eBay’s founder Pierre Omidyar retired from the Board in September 2020 when he was honored with the Director Emeritus title • Carol Hayles
Slide 8: Active Risk Oversight
Management is responsible for the day - to - day management of the risks that we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management Full Board Audit Committee Compensation Committee CG&N Committee • Responsible for the risk managemen
Slide 9: Written Consent is Unnecessary
• Written consent is less transparent and protective of investors and is redundant to the right to call special meetings • eBay stockholders previously opposed written consent proposals in 2020, 2017 and 2015, and eBay proactively reduced the threshold for the right to call special meetings from 25%
Slide 10: The Board Recommends a Vote Against the Written Consent Proposal
The Board Recommends a Vote Against the Written Consent Proposal • In 2019, reduced threshold for calling special meetings from 25% to 20%, lower than many S&P 500 companies • eBay previously modified requirements for special meetings to expand the availability for stockholders • eBay’s recent histo
Slide 11: Commitment to Corporate Governance Best Practices
Commitment to Corporate Governance Best Practices • We regularly engage with stockholders to seek their feedback on our corporate governance practices and our executive compensa tio n program; these discussions directly inform the Board’s decisions • Since January 2020 , we have offered to meet on E
Slide 12: Executive Compensation
EXECUTIVE COMPENSATION
Slide 13: Compensation Program Aligned with Business Goals and Culture
Compensation Program Aligned with Business Goals and Culture …the goals of our executive pay program Pay practices align with and support… Our compensation program is heavily performance and equity - based and aligns management with stockholders Align compensation with our business objectives, perfo
Slide 14: Performance-Based Compensation Program Drives Long-Term Stockholder Returns
Performance - Based Compensation Program Drives Long - Term Stockholder Returns • In the first quarter of the year, the Compensation Committee approves Company performance measures based on business criteria an d target levels of performance for annual bonus program and multi - year performance - ba
Slide 15: Performance-Based Compensation Program Drives Long-Term Stockholder Returns
Performance - Based Compensation Program Drives Long - Term Stockholder Returns 14
Slide 16: Annual & Long-Term Plan Metrics Correlated to Sustained Performance
Plan Performance Metrics Compensation Committee Rationale Annual Cash Incentive • FX - neutral revenue (threshold) • Non - GAAP net income • Individual Performance • A minimum revenue threshold must be met before any incentive is paid • Non - GAAP net income is directly affected by management decisi
Slide 17: CEO Pay Ratio
CEO Pay Ratio • eBay is a global commerce leader with operations requiring a wide range of talents and roles. As a global organization, we st riv e to create a competitive total compensation program in the locations we operate. As a result, our compensation program varies by local mar ket in order t
Slide 18: Human Capital, Diversity, Equity & Inclusion, Global Impact
HUMAN CAPITAL DIVERSITY, EQUITY & INCLUSION GLOBAL IMPACT
Slide 19: Focus on Workforce Culture Includes Board Oversight
CEO, Management and the Board are intently focused on building a culture of leadership, development, and excellence at eBay Focus on Workforce Culture Includes Board Oversight Culture & Employee Engagement Management Accessibility and Engagement: • CEO's first 90 - days spent actively listening to t
Slide 20: COVID-19 Response
Sellers: • Boosted our support for sellers to accommodate for carrier delays and launched the Up & Running small businesses program Foundation: • eBay Foundation tripled its grantmaking in 2020 to over $16M to support communities and small businesses COVID - 19 Response We are committed to helping o
Slide 21: Diversity & Inclusion and Gender Pay Equity
Be for everyone. We remain committed to becoming a richly diverse, truly equitable and fearlessly inclusive place to work, grow, buy and sell. Diversity & Inclusion Gender Pay Equity • Published our fifth Global Diversity, Equity & Inclusion report since the 2015 Spin - Off of PayPal and the sale of
Slide 22: Impact Update
eBay for Charity Supporting your favorite causes when you buy and sell ** 2020 GOAL: $1 billion in charity funds raised by 2020 ** 2020 PROGRESS: • Raised $123 million in charity funds - total reaches over $1.1 billion raised Economic Empowerment Enabling everyone to participate in – and benefit fro
Slide 23: Impact Update: Sustainable Commerce
Impact Update Sustainable Commerce Behaving responsibly, ethically and sustainably in all areas of our business ** 2025 GOAL: 100% renewable energy in our electricity supply at eBay - controlled data centers and offices; achieve 50 percent absolute reducti on in Scope 1 and 2 GHG emissions by 2025 a
Slide 24: Thank You
THANK YOU