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In this article, you will learn about how to account for foreign currency transactions undertaken by the domestic company. A foreign exchange transaction takes place when a domestic company such as a company in the US enters into a transaction with a buyer or seller in another country such as UK to buy or read more products or services and the payments for the transaction are in foreign currency in this case pounds. We have the following details:. If the US firm was entering into a transaction with a foreign firm but the transaction was to be settled in US dollars, then the US firm will account for the transaction in the same manner as if it happened with another US firm. However, in this case the transaction is with a foreign company and the transaction is being settled in foreign currency. This exposes the US firm to bank holding company act investopedia forex exchange risk, i.

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Fx-agency advisor iii forex ebay

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DeareBay Stockholders,. Throughthe uncertainty of , with renewed focus on our Marketplaces business, we continued to realize our vision of a tech-ledreimagination of eBay. During the year, we also made significant progresson growth initiatives and portfolio strategy, including completing the managed payments migration, growing our advertisingbusiness, and completing the divestitures of eBay Classifieds Group and eBay Korea.

Aligned with our long-term vision, in thefirst half of , we recruited new members of the executive leadership team, including a new Chief Financial Officer, ChiefPeople Officer, Chief Growth Officer, and Chief Business and Strategy Officer, to solidify a world-class leadership team thatis laser focused on our buyers and sellers and delivering sustainable growth.

Payfor Performance. Weare proud that the Company achieved results well above our targets for , led by the exemplary leadership demonstrated by Jamieand his team. Through a transformational period, they drove outstanding performance against each of our current business objectivesall while refining the strategic vision we believe will deliver value long into the future.

We believe the compensation paid forperformance in is appropriate and meets the objectives of retaining and motivating our leaders while assuring that they focuson long-term performance. Responsiveto Shareholders. Whilethe Company continues to evolve, our core values remain constant. We are committed to diversity of thoughts, backgrounds, ideasand opinions because we believe our shared purpose benefits from a multiplicity of viewpoints.

This includes our solicitationof feedback from our stockholders through regular engagement efforts and outreach initiatives, as well as the votes cast at ourAnnual Meeting. At our Annual Meeting of Shareholders, support for the annual Say-on-Pay vote was below the level that westrive to achieve, and the Committee takes this feedback seriously.

Through our engagement process we heard that our stockholdersgenerally support our executive compensation program and the decisions we have made under the program. And we also heard requestsfor additional disclosure as to the rationale for new-hire compensation and severance arrangements for former executives. We intendfor the Compensation Discussion and Analysis that follows to address these concerns.

Based upon this review, we determined that our program continuedto be appropriate to drive our strategy, resonate culturally and align pay with performance. With shareholder feedback reinforcing our commitments, for our program, we approved significant enhancements to both our short-term and long-term incentive programs to further emphasize ESG, CSAT, key operational goals over the long term, as well as stock price performance relative to our peers.

Commitmentto Sustainability. Asthe Compensation and Human Capital Committee of your Board of Directors, emphasizing the importance of sustainability throughannual incentives was just one example of our commitment to sustainable business practices in — we also took the importantstep of expanding the role of the Committee to formally include broad oversight of human capital management. It is our goal to advise and empowerthe management team to ensure that eBay takes a leadership position and that our culture continues to be a distinguishing assetwell into the future.

Westrive to ensure that our programs create the proper incentives and rewards for creating long-term value for our stockholders. We sincerely welcome your feedback and questions and look forward to continuing to serve you in Compensationand Human Capital Committee. CompensationDiscussion and Analysis. Peter B. Kristin Yetto, former Chief People Officer 6. Withinour executive compensation program, we strive to align the interests of our stockholders and our executives.

We also believe in creatingincentives that reflect our pay-for-performance philosophy, both in periods of success and during years where our financial performancefalls short of our targets. In our view, our compensation practices, including incentive compensation, play an important role in reinforcingour performance-driven culture. Due in large part to the strategies of and execution under Mr.

Notable achievements of the management team in include:. Consistentwith our pay-for-performance philosophy, our incentive compensation programs rewarded our NEOs for this success. As discussed in moredetail below, payouts for our long-term, performance-based equity program and annual cash incentive plan were above target.

We believe these payouts correlate with shareholder value creation. Aligned with our long-termvision to further our transformation, in the first half of , we recruited new members of the executive leadership team, includinga new Chief Financial Officer, Chief People Officer, Chief Growth Officer, and Chief Business and Strategy Officer, to solidify a world-classleadership team that is laser focused on our buyers and sellers and delivering sustainable growth.

The new-hire compensation packagesof the executives who joined the Company in include customary elements of our compensation program salary, annual cashincentive and target long-term equity incentives , as well as one-time, transition compensation components.

In designing thesepackages, the Compensation and Human Capital Committee focused ondeveloping compelling compensation packages, consistent with our pay for performance philosophy that would reward for creatingshareholder value in both the short and long term. These components were designed to entice the executives to join eBay, to delivertake-home compensation in the first year of employment approximating target compensation for the given role within our peer groupand to compensate for value they forfeited when leaving prior employment.

The severance arrangements for Ms. Yetto who participatedin a legacy arrangement, which was appropriate at the time to attract and retain executives prior to our separation from PayPal ,Mr. Each of the continuing NEOs participate in the Standard Severance Plan, which webelieve is appropriate for the market for talent that we compete in today.

We discuss the terms of severance arrangements below inSeverance and Change in Control Arrangements with Executive Officers and Clawbacks. Compensation DesignChanges for Duringa period of evolution, including leadership transitions, our compensation plans provided flexibility to make decisions to address thechanges in our business. We evaluate plan designs annually to determinetheir appropriateness and have implemented thefollowing changes for Based on a desire to both extend the performance period to three years and incorporate ametric related to stock price performance against peers, and feedback from shareholders, the Committee added a three-year relativetotal shareholder return modifier to the PBRSUs awarded to our NEOs.

These stock options will only vest over athree-year performance period if predetermined operational goals and time-based vesting are satisfied. OurCompensation Program. Theobjectives of our executive compensation program are to:. We achieve these objectives primarily by employingthe core elements of our executive compensation programs as illustrated in the graphic below. Thefollowing graphics illustrate the predominance of equity incentives and performance-based components in Mr.

In addition to annual and long-term incentives in line with our core compensationprogram, in , Mr. This one-time, new-hire award is not reflected in the graphicsbelow. In, we continued to compensate our executive officers using a mix of equity and cash compensation vehicles. Our incentive compensationis tied to financial targets that the Compensation and Human Capital Committee believes correlate with operating performance over one-and multi-year performance periods and long-term stock performance.

Performance targets are generally set in a manner consistent withthe current year budget and multi-year strategic plan. Asdiscussed above, driven by the impacts of the pandemic and management performance, the Company exceeded financial expectations in HistoricaleIP Payouts. Thegraphic below shows the average payout as a percentage of target award values for the financial component of the eIP for the priorthree plan years.

In both and ,the eIP financial component paid out above target when the FX-neutral revenue thresholds and non-GAAP net income targets wereexceeded. Thefollowing graphs show the goals and results achieved for the performance period, which were used to calculate the performancevesting of PBRSUs at the end of the two-year performance period. In addition, performance relative to the measure for the return on invested capital modifieryielded upward adjustments to the base payout percentage.

Say-on-PayResults and Stockholder Engagement. The Committee takes this feedback seriously. Through our engagement process we heard that our stockholders generallysupport our executive compensation program and the decisions we have made under the program.

We also heard requests for additionaldisclosure regarding the rationale for new-hire packages and severance arrangements for former executives, and we responded to theserequests in this Compensation Discussion and Analysis. We also engage with our stockholdersat least twice a year to solicit feedback on our compensation philosophy and executive compensation program.

With the introduction of the modifications approved during and described in the Executive Summary on page 45 , the Compensation and Human Capital Committee determined that the core elements of our executive compensation program should remain in place. OurCompensation Practices. Webelieve our compensation practices align with and support the goals of our executive compensation program and demonstrate our commitmentto sound compensation and governance practices.

No tax gross-ups for change in control benefits. No repricing or buyout of underwater stock options without stockholder approval. No hedging and pledging transactions. OurCompensation Discussion and Analysis is presented as follows:. Thefollowing chart provides a summary of the core elements of our executive compensation program. Wechose a mix of equity and cash compensation vehicles to compensate executive officers based on sustainable long-term value drivers ofCompany performance over one- and multi-year periods and individual contributions to the Company.

Ourexecutive officers were also eligible to receive a comprehensive set of benefits:. Weprovide certain executive officers with limited perquisites and other personal benefits not available to all employees such as IT andsecurity services for our CEO , that we believe are reasonable and consistent with our overall compensation program and philosophy. Thesebenefits are provided to enable the Company to attract and retain these executive officers.

We periodically review the levels of thesebenefits provided to our executive officers. Iannone to use the corporate airplane for personal travel to reduce possiblesecurity concerns. Long-TermEquity Incentive Compensation. Thevalue of annual equity awards is determined within guidance that the Compensation and Human Capital Committee reviews on an annual basisfor each position. This guidance is based on our desired pay positioning relative to companies with which we compete for talent.

Themidpoint of the guidance, or the median target award, reflects the 50th percentile of the competitive market. In, the Compensation and Human Capital Committee reviewed equity award guidance by position based on the following:. TheCompensation and Human Capital Committee is also cognizant of dilution of our shareholders resulting from equity compensation, and itcarefully considers share usage each year.

The score card evaluates each executive with respectto factors, including business unit performance or in the case of our CEO, Company performance , organizational development, and strategicand operational excellence. The retention value of current year awards and the total value of unvested equity from previous awards arealso considered. Basedon CEO assessments and the scorecard evaluation, the Compensation and Human Capital Committee approved individual compensation arrangementsfor each NEO based on the factors and guidelines described above and in this section.

AnnualCash Incentive Compensation. TheCompensation and Human Capital Committee also assesses annual cash incentive award opportunities against data from public filings ofour 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 in a range around the 50th percentile based on that data.

TheCompensation and Human Capital Committee reviews market data annually, and periodically adjusts incentive opportunities to the extentnecessary where our practices are inconsistent with such market data. Increases, if any, generally become effective on or around April 1st of the year.

The Compensation and Human Capital Committeeassesses competitive market data on base salaries from public filings of our peer group companies and general industry data for comparabletechnology companies that are included in proprietary third-party surveys. In evaluating performance against these factors, the Compensationand Human Capital Committee assigned no specific weighting to any one of the factors, instead evaluating individual performance in aholistic manner:.

TheCompensation and Human Capital 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. Cring to the Interim CFO role, the Compensation and Human Capital Committee focused on incentivizinghim for leading the Company during the transition while remaining committed to the philosophy of tying compensation to Company performance.

With respect to Mr. In July , with a view to retentionduring our search for a permanent CFO, we entered into a letter agreement with Mr. Cring if he remained employed with eBay through June 1, or his employment was terminatedwithout cause prior to that date.

Thefollowing table shows target compensation for our NEOs disregarding supplemental transition awards described below :. SupplementalTransition Awards. In addition, in , their compensationpackages included transition compensation components, including supplemental cash compensation paid over multiple years and new-hireRSU awards. These components were designed to entice the NEOs to join eBay, to deliver take-home compensation in the first years of employmentapproximating target compensation for their roles in our peer group and to compensate for value they forfeited when leaving their prioremployers.

We describe the design of each of these compensation elements paid in in more detail below. Similar to new-hire cash payments, these supplemental RSUawards are designed to compensate for the delay in take-home pay that results from starting fresh in our long-term equity programs. In , Mr. Priest, Mr.

Boone and Ms. Ourexecutive compensation program is highly performance-based, with payouts under the performance-based program dependent on meeting financialand operational targets over designated performance periods. In general, the formulaused to allocate the annual target equity awards is as follows:.

Eachexecutive officer receives a portion of his or her annual equity award as a grant of RSUs that vest on a quarterly basis over a four-yearperiod subject to continued employment. This vesting schedule is aligned with market practice and helpsenable the Company to remain competitive in attracting talent.

At the beginning of each performance period,executive officers receive PBRSU grants that are subject to performance- and time-based vesting requirements. PerformancePeriod and Vesting. The performance goals for each cycle are approved by the Compensation and Human CapitalCommittee at the beginning of the performance period.

Each executive officer is awarded a target number of shares subject to the PBRSUaward at the beginning of the performance period. PBRSU awards granted in are based on the performance cycle. The Compensation and Human Capital Committee believes that thepost-performance-period vesting feature of the PBRSUs provides an important mechanism that helps to retain executive officers andalign their interests with long-term stockholder value.

PerformanceMeasures and Rationale. Thefollowing table outlines the performance measures for the and performance periods and the rationale for their selection. Both FX-neutral revenue and non-GAAP operating margin dollars measures are used to help ensure that leaders are accountable for driving profitable growth, and making appropriate tradeoffs between investments that increase operating expense and future growth in revenue.

The return on invested capital modifier is used to hold leaders accountable for the efficient use of capital. The two-year performance targets are generally set in a manner consistent with the current year budget and multi-year strategic plan. At the time the performance targets were set, the target goals were designed to be achievable with strong management performance, while the maximum goals were designed to be very difficult to achieve. Each of the minimum performance thresholds are independent and, if any of the FX-neutral revenueor non-GAAP operating margin dollar performance thresholds are met, the award is adjusted with respect to that performance measurein accordance with the percentages outlined above.

If the minimum performance threshold for either FX-neutral revenue or non-GAAPoperating margin dollars is not met, then no shares are awarded for that performance measure. The Compensation and Human CapitalCommittee may approve adjustments to the calculations of the performance measures due to material events not contemplated at thetime the targets were set such as major acquisitions or unusual or extraordinary corporate transactions, events, or developments and the Compensation and Human Capital Committee may apply negative discretion to reduce the payout levels of the awards.

The following graphic illustrates the payout calculation for the PBRUSs based on performance above maximum for both the Revenueand Operating Margin measures, and upward modification from the Return on Invested Capital modifier:. Inaccordance with the terms of Ms. TheeIP is a broad-based short-term cash incentive plan. The Compensation and Human Capital Committee has set an annual performance periodunder the plan.

Inthe first quarter of the year, the Compensation and Human Capital Committee approves Company performance measures based on business criteriaand target levels of performance. After the end of each year, the Compensation and Human Capital Committee approves the actual performanceagainst the Company financial performance measures to determine the payout percentage for that portion of the annual cash incentive plan.

Thefollowing table provides information on the Company performance measures set in and rationale for their selection:. Theplan is designed to support a tight link between Company performance and any incentive payouts. The annual cash incentives payablefor had both a FX-neutral revenue threshold and a non-GAAP net income minimum performance threshold.

Unless both of theseminimum performance thresholds are met, there is no incentive payout. The CEO partners with the Compensation and Human Capital Committeeto similarly assess the individual performance of the other executive officers. Withrespect to individual performance, our CEO presents the Compensation and Human Capital Committee with his assessment of theindividual performance of the executive officers who are his direct reports and recommends a bonus payout percentage for theindividual performance component of the annual incentive plan based on his assessment.

The Compensation and Human Capital Committeereviews his assessments and payout recommendations, along with the score card evaluation and makes a subjective determination of thelevel of individual performance and payouts for each of those executive officers.

In addition, the Compensation and Human CapitalCommittee with input from the Chair of the Board and other independent members of the Board makes a subjective determination ofthe individual performance of the CEO. In making its determination of the individual performance of each executive officer, theCompensation and Human Capital Committee does not give any specific weighting to individual goals.

In addition, as described above, when the Company fails toachieve target performance, a downward modifier is applied to individual performance regardless of individual goal achievement inorder to take a more holistic approach to assessing performance. Wediscuss the financial goals for the eIP performance period and corresponding performance results above in the ExecutiveSummary.

Forthe other NEOs, the individual performance component was recommended by Mr. Theearned annual incentive award for each of our NEOs for was as follows:. Inaccordance with Mr. Cring received a monthly performance bonus that is based on the differenceof his annual target cash opportunity and the CFO position. In accordance with our severance arrangement, Mr. Inaccordance with Ms. Roleof Consultants in Compensation Decisions. Pay Governance also provided guidance to theCompensation and Human Capital Committee with respect to the leadership transition.

Pay Governance does not provide any otherservices to the Company. CompensationConsultant Conflict of Interest Assessment. TheCompensation and Human Capital Committee recognizes that it is essential to receive objective advice from its compensation advisors. To that end, the Compensation and Human Capital Committee closely examines the procedures and safeguards that its compensation advisortakes to ensure that its services are objective.

RiskAssessment of Compensation Policies and Practices. Wehave assessed the compensation policies and practices for our employees and concluded that they do not create risks that are reasonablylikely to have a material adverse effect on the Company. This analysis was presented to the Compensation and Human Capital Committee,which agreed with this conclusion. PeerGroup Considerations. Toset total compensation guidelines, we review market data of companies that are comparable to eBay and that we believe compete with eBayfor executive talent, business, and capital.

We believe that it is necessaryto consider this market data in making compensation decisions to attract and retain talent. We also recognize that, at the executivelevel, we compete for talent against larger global companies, as well as smaller, non-public companies. Toassess whether the peer group continues to reflect the markets in which we compete for executive talent, the Compensation and Human CapitalCommittee reviews and approves the peer group each year with the assistance of its compensation consultant.

In deciding whether a companyshould be included in the peer group, the Compensation and Human Capital Committee generally considers the following screening criteria:. Foreach member of the peer group, one or more of the factors listed above was relevant to the reason for inclusion in the group, and, similarly,one or more of these factors may not have been relevant to the reason for inclusion in the group.

The peer group consisted of the following companies for Theobjective of our severance and change in control arrangements is to provide fair and reasonable severance that will also serve as a retentionincentive for those impacted by a change in control or similar transactions.

We believe that these protections help the Company attractand retain highly talented executive officers. SeveranceArrangements Outside a Change in Control. Iannone, Priest, Boone and Thompsonand Ms. Loeger participate in the Standard Severance Plan.

For Mr. Iannone, the Standard Severance Plan also covers his resignation forgood reason and provides enhanced benefits for the role of CEO. Further, in the event of a qualifying termination of Mr. Iannone underthe Standard Severance Plan within two years of his hire date, his offer letter agreement provides for acceleration of certain of hisnew-hire equity awards above the normal acceleration provisions of the Standard Severance Plan.

Thompson will separate from the Company at the end of April and will be paid severance pursuant to the Standard SeverancePlan. Cring in recognition of his responsibilities as the Interim CFO. Cring separated from the Company in October, and was paid severance pursuant to his arrangement. Details of Mr. Yetto did not participate in the Standard Severance Plan.

Theoffer letter provided for certain severance benefits for a termination without cause or resignation for good reason not inconnection with a change in control, and if she signed and did not revoke a waiver of claims against the Company. Yettoseparated from the Company in February , and was paid severance pursuant to her offer letter agreement. Details of Ms. SeveranceArrangements in Connection with a Change in Control. These provisions generally apply to all holdersof awards under the equity incentive plans.

Iannone, Priest, Boone and Thompson and Ms. Loeger participate, and priorto his termination Mr. Cring participated, in the Change in Control Severance Plan. Thompson will no longer participate in in the Change in Control Severance Plan upon his departure. Yetto did not participate in the Change in Control Severance Plan. Her offer letter agreement provided for certain severance benefitsif she was terminated without cause or resigned for good reason in the ninety days preceding or the twenty-four months following, a changein control, and signed and did not revoke a waiver of claims against the Company.

TheCompensation and Human Capital Committee has adopted a clawback policy that covers each officer employed as a Vice President or in amore senior position and applies to incentive compensation, which includes any cash incentive award, equity award, or equity-based awardpaid or awarded to any covered employee during the period in which he or she is designated as a covered employee.

Compensationand Human Capital Committee Report. TheCompensation and Human Capital Committee reviews and approves Company compensation programs on behalf of the Board. In fulfillingits oversight responsibilities, the Compensation and Human Capital Committee reviewed and discussed with management the CompensationDiscussion and Analysis set forth in this Proxy Statement. ExecutiveCompensation Tables. Thefollowing table, footnotes, and narrative summarize the total compensation earned by each of our named executive officers, or NEOs, forthe fiscal year ended December 31, and, to the extent required under the SEC executive compensation disclosure rules, the fiscalyears ended December 31, and Bonus Column d.

Beginningin October , Mr. In June , Mr. StockAwards Column e. The grant date fair value of RSUs is determined using the fair value of our common stock on the date of grant, and the grant date fairvalue of PBRSUs is calculated based on the fair value of our common stock on the date of grant and the probable outcome of the performancemeasures for the applicable performance period as of the date on which the PBRSUs are granted.

This estimated fair value for PBRSUs isdifferent from and lower than the maximum value set forth below. Loeger on February 15, OnJuly 15, , Mr. Assumingthe highest level of performance is achieved under the applicable performance measures for the PBRSU awards, the maximum possiblevalue of the PBRSU awards allocated to our NEOs for such performance period using the fair value of our common stock on the date thatsuch awards were granted is presented below:.

Thevalue that our NEOs received in from the vesting of stock awards is reflected in the Option Exercises and Stock Vested tablebelow. Additional information on all outstanding stock awards as of December 31, is reflected in the Outstanding Equity Awardsat Fiscal Year-End table below. OptionAwards Column f. Nooption awards were granted to our NEOs. Thevalue that our NEOs received in from the exercise of previously granted stock options is reflected in the Option Exercisesand Stock Vested table below.

Additional information on all outstanding option awards as of December 31, is reflected in the Outstanding Equity Awards at Fiscal Year-End table below. Theamounts reported in the Non-Equity Incentive Plan Compensation column represent amounts earned by each of our NEOs under the annual cashincentive plan for services they rendered in each of the applicable years.

AllOther Compensation Column i. Theamounts reported in the All Other Compensation column reflect:. Thefollowing table, footnotes, and narrative set forth certain information regarding grants of plan-based awards to each of our NEOs forthe fiscal year ended December 31, Board Succession Plans and Refreshment We are soliciting proxies for theelection at the annual meeting of nine individuals to serve as directors of eBay until the Annual Meeting of Stockholder.

Engaging Virtually This year will be our third virtualannual meeting. Pacific Time Web Address www. How to Vote Online You can vote your shares online at www. Mail Date and sign your proxy card or voting instruction form and return it in the postage-paid envelope. Filed by a Party other than the Registrant.

Check the appropriate box:. Preliminary Proxy Statement. Definitive Proxy Statement. Definitive Additional Materials. Soliciting Material Under Rule 14a Payment of Filing Fee Check the appropriate box :. No fee required.

Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25 b per Exchange Act Rules 14a-6 i 1 and At eBay, we create pathways to connect millions of sellers and buyers in more than markets around the world. Our technology empowers our customers, providing everyone the opportunity to grow and thrive—no matter who they are or where they are in the world.

And the ripple effect of our work creates waves of change for our customers, our company, our communities and our planet. Sustainable Commerce Circularcommerce has been a part of eBay since we were founded over 25 years ago. Renewable Energy Source percent renewable energy in our electricity supply by for eBay-controlled data centers and offices. Annual Meeting Information.

Date and Time Wednesday, June 8, a. Web Address www. Record Date You are eligible to vote if you were a stockholder at the close of business on April 12, How to Vote. Online You can vote your shares online at www. Proposals Requiring Your Vote. For Further Details. Election of 9 directors named in this Proxy Statement to our Board to hold office until our Annual Meeting of Stockholders.

FOR each director nominee. Page 3. Ratification of appointment of independent auditors. Page Advisory vote to approve named executive officer compensation. Pages Stockholder proposal, if properly presented. Declassified Board with all members standing for election annually. Independent Chairman with robust responsibilities.

Majority vote standard for uncontested director elections. Stockholder right to call a special meeting. Clawback policy. Stock ownership requirements for our executive officers and directors. Strong stockholder engagement practices. Anti-hedging and anti-pledging policies.

Other Public. Name and Principal Occupation. Compensation Practices. Compensation Design Changes for Notice of Annual Meeting of Stockholders. Proposal 1: Election of Directors. Board Leadership Structure and Effectiveness.

Our Executive Officers. Audit Matters. Proposal 2: Ratification of Appointment of Independent Auditors. Audit and Other Professional Fees. Audit Committee Pre-Approval Policy. Auditor Independence. Audit Committee Report. Executive Compensation. Compensation Discussion and Analysis. Compensation and Human. Capital Committee Report.

Executive Compensation Tables. CEO Pay Ratio. Proposal 5: Stockholder Proposal. Special Shareholder Meeting. Equity Compensation Plan Information. Other Matters. Appendix A. New in this Proxy Statement. Oversight of Sustainability and Human Capital Initiatives. Enhanced Self Evaluation Process. If elected at the Annual Meeting, each of the nominees will serve a one-yearterm until our Annual Meeting and will hold office until his or her successor is elected and qualified, or until his orher earlier death, resignation, retirement, or removal Our bylaws provide that in the eventof an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respectto such director—i.

The Board recommends a vote FOR each of the director nominees. All of the nominees have high-level managerial experience in relativelycomplex organizations. Each nominee has highly relevant professionalexperience in the management, technology, and innovation fields. The Board believes each nominee is an individualof high character and integrity and is able to contribute to strong board dynamics.

Each of these nominees has experienceand expertise that complement the skill sets of the other nominees. Each nominee is highly engaged and ableto commit the time and resources needed to provide active oversight of eBay and its management. All of our nominees serve on two or less other public company boards except for one nominee who serves on three,and each of the nominees who is currently an executive officer of a publicly traded company does not serve on any other boardsbeyond eBay and the Board of his or her own company.

Leadership and Strategy Experience: Leadership of global technology and commercial businesses at Honeywell Transportation, Corning, Allergan and Raytheon. Technology Industry, Entrepreneurship Management and Leadership Experience: Consumer-facing executive positions in technology industry listed above for over twenty years.

Our Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders, including governance provisions that protect and empower stockholders. Annual Election of Board of Directors — All directors are elected annually by the stockholders, and stockholders can remove directors with or without cause. M ajority Voting for Election of Board of Directors — We have adopted a majority voting standard and bylaw for the election of directors in uncontested elections.

P roxy Access for Director Nominations — We have adopted a proxy access bylaw provision that allows an eligible stockholder or group of stockholders to nominate candidates for election to the Board that are included in our proxy statement and ballot. M ajority Voting for Charter and Bylaw Amendments — Our charter and bylaw provisions do not have supermajority voting provisions.

Stockholders can approve binding charter and bylaw amendments with a majority vote. When our Board Chair is not independent, we require a Lead Independent Director with robust responsibilities. In addition, management and members of the Board regularly engage with stockholders to solicit their views on important issues such as corporate governance and executive compensation.

The Board should be composed of directors chosen on the basis of their character, integrity, judgment, skills, background, and experience of particular relevance to the Company. Directors should have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems. Directors should also represent the balanced, best interests of the stockholders as a whole, rather than special interest groups or constituencies. Each director should be an individual of the highest character and integrity, with the ability to work well with others and with sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director.

In addressing the overall composition of the Board, characteristics such as gender, race, age, international background, and expertise should be considered. The Board should be composed of directors who are highly engaged with our business. The Board should include individuals with highly relevant professional experience. Total Number of Directors. African American or Black. South Asian. Hispanic or Latinx. Two or More Races or Ethnicities. Carol Hayles Chair.

Meetings in 8. Meets with our independent auditors to review the results of the annual audit and to discuss our financial statements. Considers conflicts of interest and reviews all transactions with related persons involving executiveofficers or Board members that are reasonably expected to exceed specified thresholds. Reviews and discusses with management our financial risk exposures, including credit and counterpartyrisks, market risk, asset and liability risk, liquidity risk, foreign currency risk, and investment policy and risk, and the stepswe have taken to detect, monitor, and actively manage such exposures.

Reviews and evaluatesthe compensation and performance of the Head of Internal Audit, reviews and approves the internal audit plan, receives regularreports on internal audit activities and meets directly with the Head of Internal Audit without other members of management present. Brown Chair. Assesses on an annual basis the independence of its compensation consultants and other compensation advisers.

Reviews risk assessment of our compensation programs to ensure that our compensation programsdo not incent employees to take unacceptable risk. Oversees human capital management strategy and practice, including activities such as talent recruitment, development and retention, employee engagement, succession planning, and diversity, equity and inclusion N E W. Mitic Chair. Reviews correspondence received from stockholders and receives reports on stockholder feedbackobtained through outreach program.

Swan Chair. The Board also regularly discusses and reviews feedback on strategy from our stockholders and stakeholders. We also support our employees with meaningful giving and volunteering opportunities. Through the sale of pre-owned apparel and electronics in North America and the UK, eBay helped avoid over thousand metric tons of carbon emissions in alone.

Provide transparency into our business, our performance and our governance and compensation practices. Discuss with our stockholders the issues that are important to them, hear their expectations for us and share our views. Assess emerging issues that may affect our business, inform our decision making, enhance ourcorporate disclosures and help shape our practices.

Whether the terms of the transaction are a fair to eBay and b at least as favorable to eBayas would apply if the transaction did not involve a related person;. All Independent Directors. Board Chair. Lead Independent Director if applicable. Committee Chairs. Compensation and Human Capital. Committee Members. Name a. Anthony J. Diana Farrell. Bonnie S. Matthew J. Shares Received. Year Ended December 31,. Audit Fees. Audit-Related Fees.

Tax Fees. All Other Fees 1. Reviewing and approving all audit engagement fees and terms, as well as all non-audit engagements with the independent auditors; and. Producing this report. Discussed with PwC the overall scope of and plans for their audit;. Instructed PwC that the independent auditors are ultimately accountable to the Board and the Audit Committee, as representatives of the stockholders;.

TheBoard recommends a vote FOR this proposal. Payfor Performance Weare proud that the Company achieved results well above our targets for , led by the exemplary leadership demonstrated by Jamieand his team. Responsiveto Shareholders Whilethe Company continues to evolve, our core values remain constant. Commitmentto Sustainability Asthe Compensation and Human Capital Committee of your Board of Directors, emphasizing the importance of sustainability throughannual incentives was just one example of our commitment to sustainable business practices in — we also took the importantstep of expanding the role of the Committee to formally include broad oversight of human capital management.

Priest joined as CFO in June Boone joined as Chief People Officer in February Loeger joined as Chief Growth Officer in January Cring served as Interim Chief Financial officer from September until June and then served as an advisor until October Yetto stepped down from her role in January and then served as a senior advisor until March Consistent with the strategy announced in , as the pandemic disrupted consumer behavior, we increased our focus on sellers and buyers and accelerated the pace of innovation, with a view to the sustaining the long-term health of our business.

Drove results in our portfolio review, including the transfer of eBay Classifieds to Adevinta and the sale of eBay Korea. Maintained strong levels of GMV in , as the effects of the global pandemic on consumer behavior eased globally. Base Salary. Annual Cash Incentive eIP.

Equity Awards. Total Target Compensation. Performance Metrics. Compensation and Human Capital Committee Rationale. Average payout for prior three years. What We Do. Align executive compensation with the interests of our stockholders. Avoid excessive risk-taking. Adhere to compensation best practices. Elements of Our Executive Compensation Program provides a description of our executive compensation practices, programs, and processes. Elements of Our Executive Compensation Program. Defining business unit or function strategy and executing against relevant goals.

Recognition of the interconnection between the eBay business units and functions and the degree to which the NEO supported and drove the success of other business units or functions and the overall business. Driving innovation and execution for the business unit or function. Organization development, including hiring, developing, and retaining the senior leadership team of the business unit or function.

Achievement of strategic or operational objectives, including control of costs in an environmentally and socially responsible manner. No Change. Does not include monthly performance bonuses. Yetto departed the Company prior to receiving an annual equity grant in Performance Measures.

Calculated on a fixed foreign exchange basis. Percentage of Target. Target Shares. Shares Awarded for Performance Cycle. Vesting Schedule. Due to their hire dates, Mr. Performance Measures 1. Company financial performance measure. FX-neutral revenue threshold. The Compensation and Human Capital Committee believes that a minimum revenue threshold should be met before any cash incentive is paid.

Once the minimum revenue threshold has been met, the Company financial performance component of the annual cash incentive payment is paid based on results in relation to the non-GAAP net income goal. Non-GAAP net income 2. Individual measure. Individual performance. The Compensation and Human Capital Committee believes that a portion of the compensation payable under this plan should be differentiated based on individual performance for which a review is conducted at the end of the year.

Both minimum FX-neutral revenue and minimum non-GAAP net income performance thresholds must be met in order for there to be any incentive payout based on Company performance or individual performance, with the payout level for Company financial performance component based on the amount of non-GAAP net income.

Annual Cash Incentive Award for Cash incentive was prorated based on time employed by the Company during Further Considerations for Setting Executive Compensation. Adobe Inc. Etsy, Inc. Netflix, Inc. Alphabet Inc. Expedia Group, Inc. PayPal Holdings, Inc. Meta Platforms, Inc. Booking Holdings Inc. Intel Corporation. Symantec Corporation. Cisco Systems, Inc. Intuit Inc. Twitter, Inc. Electronic Arts Inc. Microsoft Corporation. Walmart Inc. Any incentive compensation that is greater than the amount that would have been paid to the covered employee had the covered event been known;.

Any outstanding or unpaid incentive compensation, whether vested or unvested, that was awarded to the covered employee; and. Any incentive compensation that was paid to or received by the covered employee including gains realized through the exercise of stock options during the twelve-month period preceding the date on which the Company had actual knowledge of the covered event or the full impact of the covered event was known, or such longer period of time as may be required by any applicable statute or government regulation.

Name and Principal Position a. Year b. President and Chief. Executive Officer. Steve Priest 1. Chief Financial Officer. Cornelius Boone 2. Senior Vice President,. Chief People Officer. Julie Loeger 3. Chief Growth Officer. Chief Product Officer.

Andy Cring 4. Kristin Yetto 5. Priest was appointed as Chief Financial Officer effective as of June 21, Boone was appointed as Chief People Officer effective as of February 1, Loeger was appointed as Chief Growth Officer effective as of January 11, It does all ALL the calculations for you including analyzing momentum on the MTF level which means multi-time frame Its is more simple, yet more effective and profitable than our previous versionThis software of ours can easily surpass an actual professional signal serviceRight now its showing confirmations on the Daily chart and H1 chartYou can specify which 2 time frames you want to trade momentum withPlatform : Metatrader4Currency pairs : Any currency pairsTrading Time : Around the clockTimeframe : AnyMarkets : Forex, Indicies, Commodities.

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