Ebay Inc. · NASDAQ:EBAY
Ebay — Proxy Contest (May 2017)
18 slides from Ebay's proxy contest presentation, May 5, 2017
Slide 1: Investor Presentation May 2017
INVESTOR PRESENTATION May 2017
Slide 2: Table of Contents
TABLE OF CONTENTS Business and Strategy Business Overview Strategic Priorities Board and Corporate Governance Practices Board Composition, Tenure and Refreshment Corporate Governance Best Practices Written Consent Stockholder Proposal Executive Compensation Compensation Program Overview Diversity an
Slide 3: Business and Strategy
BUSINESS AND STRATEGY
Slide 4: Our Platforms
$4.3B $0.9B 169M Global Active Buyers $79.4B 58% International GMV1 … >190 Markets Served 49% of GMB2 Closed on Mobile $7.2B $0.8B 1 Gross merchandise volume 2 Gross merchandise bought Note: GMV & Revenue represent FY 2016; Active Buyers, % International GMV and % GMB Closed on Mobile as of Q1 2017
Slide 5: Our Strategic Priorities
Our Strategic Priorities Best Choice Most Relevance Most Powerful Selling Platform Providing the greatest selection of inventory for our buyers Enabling buyers to easily find, compare and purchase items they need and want For business sellers: the potential to drive profitable sales and build a bran
Slide 6: Board and Corporate Governance Practices
BOARD AND CORPORATE GOVERNANCE PRACTICES
Slide 7: Highly Skilled and Independent Board of Directors
5 independent directors added to the Board since start of 2015 10 of 12 directors are independent Directors have complementary experience and skill sets which contribute to strong Board dynamics and effective strategic oversight of management: Investment/Finance Technology Industry Entrepreneurship
Slide 8: Board of Directors
Devin Wenig eBay President & CEO Director Since 2015 Thomas Tierney eBay Board Chairman Chairman & Co-Founder, the Bridgespan Group Director Since 2003 Perry Traquina Former Chairman & CEO, & Managing Partner, Wellington Director Since 2015 Robert Swan CFO, Intel Corp Former eBay SVP & CFO Director
Slide 9: Commitment to Corporate Governance Best Practices
Strong Board independence (10 of 12 directors are independent) P Declassified Board with all members standing for election annually P Majority vote standard for uncontested director elections P Stockholder right to call a special meeting (25% threshold) P Stockholder proxy access (adopted March 2016
Slide 10: Vote Against the Written Consent Proposal
Among the S&P 500, only ~30% of companies provide stockholders with the right to act by written consent By contrast, ~65% of S&P 500 companies provide special meeting rights Only a minority (~20%) of companies in the S&P 500 provide both rights We recommend you vote AGAINST the proposal to adopt wri
Slide 11: Executive Compensation
EXECUTIVE COMPENSATION
Slide 12: Goals of Our Executive Pay Program
…the goals of our executive pay program 1. Align compensation with our business objectives, performance and stockholder feedback 2. Motivate named executive officers (“NEOs”) to enhance long-term stockholder value 3. Position us competitively among the companies against which we recruit and compete
Slide 13: Recent Compensation Changes Further Drive Alignment
Recent Compensation Changes Further Drive Alignment CEO Compensation is Heavily Performance- and Equity-Based PRIOR (2015) TODAY Performance-based restricted stock 50% of NEO long-term incentives 60% of NEO long-term incentives Use of options Minor component of NEO compensation Discontinued use of o
Slide 14: Compensation Plan Performance Metrics
2016-2017 Performance Period 2015 2016 2017 2018 2019 2015-2016 Performance Period March 1 50% vesting for all NEOs except CEO / CFO March 1 100% vesting for CEO / CFO 50% vesting for all other NEOs Plan Performance Metrics Compensation Committee Rationale Annual Cash Incentive FX-neutral revenue (t
Slide 15: Diversity and Global Impact
DIVERSITY AND GLOBAL IMPACT
Slide 16: Strengthening and Expanding Our Diversity & Inclusion Efforts
Extensive global gender pay study completed in October considered salary, bonus and annual stock grant value U.S.: Women earn 100% of salary and 99.8% of total compensation (salary, bonus, annual stock value) earned by men in same job and same grade level Global: Women earn 99.8% of the salary and 9
Slide 17: Global Impact Overview
It’s how we bring our purpose to life, creating a better, more sustainable form of commerce, where people are empowered, causes are supported, and opportunities are open to everyone. Opportunity for all Circular economy eBay for Charity Enabling everyone to participate in—and benefit from—global com
Slide 18: Thank You
THANK YOU