Ebay Inc. · NASDAQ:EBAY
Ebay — Shareholder Meeting (May 2023)
28 slides from Ebay's shareholder meeting presentation, May 19, 2023
Slide 1: eBay Inc. proxy filing cover
eBay Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other than the Registrant) Payment of Filing Fee (Check the appropriate box): þ No fee required. o Fee paid previously with preliminary materials. o Fee computed on table in exhibit required by I
Slide 2: Investor Presentation June 2023
Connecting enthusiasts. Building communities. Creating economic opportunity for all on the world’s largest sustainable marketplace. Investor Presentation June 2023
Slide 3: Table of Contents
© 2023 eBay. All rights reserved. 2 I. Business, Strategy, and Capital Allocation • Our Purpose & Strategy • Our Scale & Market Opportunity • Recent Performance • Capital Allocation II. Board and Corporate Governance Practices • Board Composition, Tenure, and Refreshment • Active Risk Oversight • Co
Slide 4: Business, Strategy & Capital Allocation
Business, Strategy & Capital Allocation
Slide 5: Our Purpose & Strategy
© 2023 eBay. All rights reserved. 4 Our Purpose & Strategy We Connect People & Build Communities to Create Economic Opportunity for All Our unique scale, relentless focus on supporting the environment and the communities that we serve, and long track record of suc cess, make eBay one of the world’s
Slide 6: Our Scale & Market Opportunity
© 2023 eBay. All rights reserved. 5 Our Scale & Market Opportunity eBay Key Metrics as of FY’22 $9.8 Billion Total Revenue $73.9 Billion Gross Merchandise Volume 30.0% Non - GAAP Operating Margin $4.11 Non - GAAP Earnings per Share 1.7B+ Listings Across 190+ Global Markets 134M Active Buyers Note: A
Slide 7: Recent Performance
© 2023 eBay. All rights reserved. 6 GMV (Billions) & Y/Y Growth (Organic FXN) Revenue (Billions) & Y/Y Growth (Organic FXN) In Q1’23, GMV, Revenue, and Non - GAAP EPS each beat consensus. GMV decreased 3% Y/Y organic FXN as macro headwinds were offset by strategic execution. Revenue (+2% Y/Y Organic
Slide 8: Capital Allocation
© 2023 eBay. All rights reserved. 7 4.5 5.0 5.1 7.0 3.1 0.3 0.5 0.4 0.5 0.5 0.1 2018 2019 2020 2021 2022 2023 YTD Shares Repurchased Dividends Capital Allocation Tenets Key Investments valued at $3.7B * Our balanced approach to capital allocation enables us to invest in strategic initiatives and del
Slide 9: Board & Corporate Governance Practices
Board & Corporate Governance Practices
Slide 10: Director Experience & Skill Sets
© 2023 eBay. All rights reserved. 9 Director Experience & Skill Sets Board Refreshment Process 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 provid
Slide 11: Experienced Board Nominees with Robust Leadership
© 2023 eBay. All rights reserved. 10 Adriane Brown Managing Partner, Flying Fish Ventures Director Since 2017 Chair Comp. & HC Committee E. Carol Hayles Former CFO, CIT Group Inc. Director Since 2020 Chair Audit Committee Mohak Shroff SVP & Head of Engineering, LinkedIn Director Since 2020 Experienc
Slide 12: Board Succession, Refreshment, and Diversity
© 2023 eBay. All rights reserved. 11 40% 40% 20% <50 years 50-64 years 65+ years 50% 20% 30% 0-3 years 4-7 years 8+ years Board Succession, Refreshment, and Diversity 70% added since 2015 40% are women 40% identify as a minority 55 average age 50% of Committee Chairs are women • Aparna Chennapragada
Slide 13: Active Risk Oversight
© 2023 eBay. All rights reserved. 12 Active Risk Oversight • Responsible for the risk management framework and ensuring the supporting processes as implemented by management are adequate and functioning as designed • Direct oversight of major risks, including CEO succession planning, strategic and c
Slide 14: Commitment to Corporate Governance Best Practices
© 2023 eBay. All rights reserved. 13 Strong Board independence (8 of 9 director nominees are independent) Regular Board refreshment Annual election of all directors Majority vote standard for uncontested director elections Stockholder right to call a special meeting (lowered threshold from 25% to 20
Slide 15: Executive Compensation
Executive Compensation
Slide 16: Executive Pay Program Goals and Practices
© 2023 eBay. All rights reserved. 15 Limited perquisites to executive officers Emphasize pay - for - performance Majority of compensation is performance - based Multiple performance measures, caps on incentive payments, and overlapping long - term performance periods for PBRSUs* and PBSOs* Meaningfu
Slide 17: Rigorous Goal and Target Setting Process
© 2023 eBay. All rights reserved. 16 Rigorous Goal and Target Setting Process 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 le
Slide 18: Performance-Based Compensation Program Drives Long-Term Stockholder Returns
© 2023 eBay. All rights reserved. 17 Performance - Based Compensation Program Drives Long - Term Stockholder Returns Base Salary Long - term Equity Incentives PBSOs (20%) PBRSUs (40%) RSUs (40%) Reflects the scope of executives’ roles and responsibilities and compensates for expected day - to - day
Slide 19: Annual & Long-Term Plan Metrics
© 2023 eBay. All rights reserved. 18 Annual & Long - Term Plan Metrics Correlated to Sustained Performance and Support our Long - Term Strategy Annual cash incentive, PBRSU and PBSO awards are determined based on metrics that correlate with financial performance over o ne and multi - year performanc
Slide 20: Human Capital, Diversity, Equity & Inclusion, Global Impact
Human Capital Diversity, Equity & Inclusion Global Impact
Slide 21: Focus on Workforce Culture Includes Board Oversight
© 2023 eBay. All rights reserved. 20 Focus on Workforce Culture Includes Board Oversight • eBay’s practice of CEO and senior leader engagement with employees continues, with frequent All - Hands meetings • Continual learning sessions with initiative and business leaders • Revamped executive leader
Slide 22: Diversity, Equity & Inclusion is Strategic and Comprehensive
© 2023 eBay. All rights reserved. 21 Diversity, Equity & Inclusion (DE&I) is Strategic and Comprehensive Be for everyone We remain committed to becoming a richly diverse, truly equitable and fearlessly inclusive place to work, grow, buy, and sell . • Published our seventh Global Diversity, Equity &
Slide 23: Impact Update
© 2023 eBay. All rights reserved. 22 • Guided by the Chief Sustainability Officer and eBay’s Impact team, ESG is integrated into our business, with oversight from the Corporate Governance and Nominating Committee. • The Impact team works across the organization to help our business groups and functi
Slide 24: Impact Update: Entrepreneurs and Sustainable Communities
© 2023 eBay. All rights reserved. 23 Empowering aspiring entrepreneurs and building vibrant and sustainable communities • 2025 GOAL: Increase the rate of employee participation in eBay Foundation programs year over year and through Foundation support of nonprofits, 300,000 businesses will be created
Slide 25: 2023 Agenda Items
2023 Agenda Items
Slide 26: Share Request for Broad-Based Equity Plan
© 2023 eBay. All rights reserved. 25 Share Request for Broad - Based Equity Plan • Long term equity is critical to our ability to attract, retain and motivate key talent in a highly competitive tech industry • In 2022, ~90% of shares were granted to non NEOs • During our annual compensation review,
Slide 27: Officer Exculpation and Special Meeting Proposal
© 2023 eBay. All rights reserved. 26 Officer Exculpation • Mr. Chevedden requests lowering the threshold to call special meetings from 20% to 10% • The Board believes the proposal is not in the best interests of stockholders : - The current ownership threshold of 20% is a reasonable level to deter
Slide 28: Thank You!
Thank You!