eBay Inc.
EBAY INC (Form: DEFA14A, Received: 05/11/2018 06:14:04)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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INVESTOR PRESENTATION May 2018


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TABLEOF CONTENTS I. Business, Strategy, and Performance • Business Overview • Strategic Priorities • Performance and Capital Allocation II. Board and Corporate Governance Practices • Board Composition, Tenure and Refreshment • Corporate Governance Best Practices • Active Risk Oversight • Shareholder Engagement • Ratification of Special Meeting Provisions III. Executive Compensation • Compensation Program Overview IV. Diversity & Inclusion and Global Impact • Diversity & Inclusion Update • Global Impact Overview (CSR Programs)


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BUSINESS, STRATEGY, AND PERFORMANCE


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Our Platforms One of the world’s largest Largest ticket marketplace in the US A market leader in Classifieds and most vibrant marketplaces GMV 1 $83.9B $4.5B Revenue $7.6B $1.0B $0.9B 170M Global Active Buyers 60% International GMV1 … >190 Markets Served 52% of GMB2 Closed on Mobile 400M+ eBay App Downloads 1 Gross merchandise volume 2 Gross merchandise bought 4 Note a) GMV, Revenue & Active Buyers represent FY 2017; Active Buyers, % International GMV and % GMB Closed on Mobile as of Q1 2018; Note b) On January 1, 2018 eBay adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. Recasted for this, eBay Marketplace Revenue for 2017 was $8.0B


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Our Strategic Priorities Most Powerful Best Choice Most Relevance Selling Platform 5


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Recent Performance and Capital Allocation 2017 Total Shareholder Return Capital Allocation Tenets 40.00 Focus on long-term value creation while 38.00 maintaining the resources to execute on our 36.00 strategy +26%1 34.00  Drive growth while balancing profitability 32.00 30.00 Supplement organic growth with disciplined acquisitions and investments 28.00 26.00 Optimize financial flexibility, access to debt and cost of capital FY’17 FY’16 Net Revenues $9.57B $8.98B Repurchased $1.0B of eBay shares during 1Q 2018 Gross Profit $7.35B $6.97B … $6.6B authorization remaining3 GMV $88.4B $83.5B Active Buyers2 170M 162M 1 TSR as of 12/31/2017 2 Prior period Active Buyers have been adjusted to exclude the impact of the sale of our India business 3 Authorization remaining as of March 31, 2018 6


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BOARD AND CORPORATE GOVERNANCE PRACTICES


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Highly Skilled and Independent Board of Directors Board Tenure                Board    Independence Directors have complementary experience and skill and Refreshment sets which contribute to strong Board dynamics and effective strategic oversight of management: Investment/Finance Transactions/M&A 85% 69% 31% Technology Industry Leadership 15% £ 6 years >6 years Independent Non-Independent Entrepreneurship Media 7 independent Management Product and Marketing directors added 11 of 13 directors to the Board are independent since start of 2015,    Policy Strategy 3 of which have been female directors Board Diversity • In light of the rapidly changing environment, the Board regularly reviews the skills, professional experience, background, age, and diversity of its 4 independent members to ensure proper alignment directors are diverse 31% • The Board and each committee perform an annual self-assessment to evaluate its effectiveness Diverse 8


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Experienced Board with Robust Leadership Fred Anderson Jr. Kathleen Mitic Thomas Tierney Co-Founder, Elevation Founder & Former CEO, New independent directors Sitch; Former Head of eBay Board Chairman Partners & NextEquity Platform & Mobile Chairman & Co-Founder, appointed in September 2017 Partners Marketing, Facebook the Bridgespan Group Director Since 2003 Director Since 2011 Audit Comm. Chair Director Since 2003 Gov. & Nom. Comm. Chair Anthony Bates Pierre Omidyar Perry Traquina Adriane Brown CEO of Social Growth Founding Partner & Former Chairman & Senior Advisor, Capital Chairman, Omidyar CEO, & Managing Intellectual Ventures Former President, GoPro Network; CEO, Civil Beat Partner, Wellington Director Since 2017 Director Since 2015 Director Since 1996 Director Since 2015 Diana Farrell Logan Green Paul Pressler Partner, Clayton, Devin Wenig Founding President and Co-Founder & CEO, Dubilier & Rice CEO of JPMorgan Chase eBay President & CEO Lyft Chairman, David’s Bridal Institute Director Since 2017 Director Since 2016 Director Since 2015 Director Since 2015 Comp. Comm. Chair ** Bonnie Hammer Robert Swan • When searching for new directors, the Adriane and Diana bring leadership, Corporate Governance and Chairman, NBCUniversal CFO, Intel Corp strategy, and policy expertise Cable Entertainment Former eBay SVP & CFO Nominating Committee actively seeks out qualified women and individuals Director Since 2015 Director Since 2015 from minority groups ** The current Chair of the Compensation Committee, Edward Barnholt, has decided to retire and not stand for re-election to the Board at the 2018 Annual Meeting. Paul Pressler has been appointed Chair of the Compensation Committee effective as of the date of the 2018 Annual Meeting. 9


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Commitment to Corporate Governance Best Practices Strong Board independence (11 of 13 directors are ïï Separate Chairman and CEO roles independent) Declassified Board with all members standing for ïï Independent Chairman with robust responsibilities election annually Majority vote standard for uncontested director Simple majority vote standard for bylaw/charter ïï elections amendments and transactions Stockholder right to call a special meeting                 ïï Clawback policy (25% threshold) Stock ownership requirements for our executive ï Stockholder proxy accessï officers and directors ï Strong stockholder engagement practicesï Anti-hedging and anti-pledging policies 10


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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. ï,§ In its risk oversight role, the Board is responsible for satisfying itself that the risk management framework Full Board and supporting processes as implemented by management are adequate and functioning as designed ï,§ The Board has delegated to the Audit Committee the primary responsibility for the oversight of risks facing our businesses Audit Committee ï,§ The Audit Committee’s charter provides that it will review and discuss with management our major risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal, and regulatory risks, and the steps we have taken to detect, monitor, and actively manage such exposures, as well as management’s risk assessment and risk management policiesï,§ The Compensation Committee has responsibility to ensure that our compensation programs do not incent employees to take unacceptable risk Compensation Committee ï,§ The Committee reviews the risks associated with our compensation policies and practices and our succession planning process every year and shares this assessment with the Audit Committeeï,§ Our Vice President, Internal Audit is responsible for our internal audit function and our risk governance framework, which includes risk assessment, monitoring, and reporting Management ï,§ The Vice President, Internal Audit reports directly to the Audit Committee, and the Audit Committee reviews and evaluates the compensation and performance of the Vice President, Internal Audit 11


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Long-Standing Shareholder Engagement Program We have a practice of regularly engaging with stockholders to seek their feedback on our corporate governance practices and our executive compensation program Stockholder engagement: 2017 discussion topics included: ï,§ Regular engagement with stockholders on ï,§ Say-on-pay a broad range of topicsï,§ Short-term and long-term incentive program design and performance metricsï,§ Offered over 35 meetings with stockholders representing ~55% of ï,§ Diversity and Inclusion common stock outstanding throughout the ï,§ Board and governance matters yearï,§ Cybersecurityï,§ Met with stockholders representing ~37% ï,§ Environmental, Social and Governance matters of common stock outstanding Feedback Provided to the Board and Applicable Committees 12


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Management Proposal to Ratify Special Meeting Provisions We recommend you vote FOR the proposal to ratify our existing special meeting provisions ï,§ We have maintained our special meeting right with a 25% ownership threshold since we presented a management proposal in 2012 that passed with 99% support ï,§ We received a stockholder proposal this year to reduce the ownership threshold for our stockholders to call a special meeting to 10% ï,§ A vote in favor of ratifying the Company’s current special meeting threshold and special meeting provisions is tantamount to a vote against the stockholder proposalï,§ Given the existing right of stockholders to call a special meeting, coupled with the Company’s strong corporate governance policies, the Board strongly recommends that stockholders ratify the existing special meeting provisions Rationale for Ratification of the Company’s Special Meeting Provisions Market Statistics Company that this management proposal is  The 25% ownership threshold is a ï,§ The believes an effective means to obtain stockholder viewpoints and engage common threshold for special meeting with stockholders on the issue of an appropriate special meeting threshold, currently set at 25% ownership rights at public companies ï,§ The Board continues to believe that a 25% ownership threshold to request a special meeting strikes a reasonable balance 59% of S&P 500 companies give between enhancing stockholder rights and protecting against the risk that a small minority of stockholders, including ~ stockholders with special interests, could call one or more special meetings that could result in unnecessary financial expense stockholders the right to call a special and disruption to our business meetingï,§ The Board believes that only stockholders with a true economic and non-transitory interest in the Company should be entitled  Of those companies, 67% have a to utilize the special meeting mechanism special meeting ownership threshold that ï,§ Based on feedback received during our regular stockholder engagement (with ~37% of common stock outstanding in 2017), is equal to or higher than that of eBay’s some stockholders indicated that they would not be supportive of a 10% threshold In short, the Company’s stockholders have a right that is equal to or more ï,§ We will continue to engage with stockholders to seek their feedback on our corporate governance practices and to evaluate expansive than that of 80% of S&P 500 potential changes based on this feedback companies 13


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EXECUTIVE COMPENSATION


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Compensation Program Aligned with Business Goals and Culture Our compensation program is heavily performance- and equity-based and aligns management with stockholders Pay practices align with and support… …the goals of our executive pay program  Emphasize pay-for-performance alignment  Majority of compensation is performance-based 1. Align compensation with our business  Multiple performance measures, caps on incentive objectives, performance and stockholder feedback payments, and overlapping two-year performance 2. Motivate named executive officers (“NEOs”) to periods for PBRSU awards enhance long-term stockholder value Meaningful stock ownership requirements for executive officers 3. Position us competitively among the companies  Maintain a clawback policy against which we recruit and compete for talent Retain an independent compensation consultant 4. Enable us to attract, retain, and reward NEOs  Prohibit hedging and pledging by executive and other key employees who contribute to our officers and directors long-term success Limited perquisites to executive officers 15


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Highly Performance-Based Compensation Program Drives Long-Term Stockholder Returns CEO Compensation is Heavily Rigorous Goal and Target Setting Process Performance- and Equity-Based • In the first quarter of the year, the Compensation Committee approves Company performance measures based on business criteria and target levels of performance • Targets are set based primarily on the Company’s Board-approved budget for the year • For 2017, we selected financial metrics and targets that the Compensation Committee believes incentivize our management team to achieve our strategic objectives and drive eBay’s financial performance and long-term stock performance Note: 2017 reported compensation breakdown for Mr. Wenig as disclosed in 2018 proxy statement • Metrics include FX-neutral revenue, non-GAAP operating margin dollars, return on invested capital and non-GAAP net income 2017 CEO compensation 62% performance-based and composed of 79% equity 16


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Annual & Long Term Plan Metrics Correlated to Sustained Performance Annual cash incentive and PBRSU awards are determined based on metrics that correlate with financial performance over one and multi-year performance periods Plan Performance Metrics Compensation Committee Rationale Annual Cash • FX-neutral revenue (threshold) • A minimum revenue threshold must be met before any incentive is paid Incentive • Non-GAAP net income • Non-GAAP net income is directly affected by management decisions and • Individual Performance provides the most widely followed measure of financial performance PBRSUs • FX-neutral revenue • Key drivers of our long-term success and stockholder value, and directly • Non-GAAP operating margin dollars affected by management decisions • ROIC (modifier) • Incentivizes profitable growth and efficient use of capital March 15 March 15 PBRSUs reward long-term performance 50% vesting for all NEOs 100% vesting for CEO / CFO except CEO / CFO 50% vesting for all other NEOs 2016-2017 Performance Period 2016 2017 2018 2019 2020 2021 2017-2018 Performance Period March 15 March 15 50% vesting for all NEOs 100% vesting for CEO / CFO 17 except CEO / CFO 50% vesting for all other NEOs


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DIVERSITY & INCLUSION AND GLOBAL IMPACT


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Diversity & Inclusion (D&I) is Global and Comprehensive Our efforts are focused across three strategic areas – workforce, workplace and marketplace –to hire, grow and keep top talent, enhance corporate performance, and foster a welcoming and inclusive place for employees and existing and future customers across the world ï,§ In April 2018, we publicly disclosed our second Global Diversity & Inclusion report since the 2015 Spin-Off of PayPal and the sale of our Enterprise segment; as of December 31, 2017, women comprise 40% of our global workforce and underrepresented minorities (Black, Hispanic/Latino, Other) comprise 11% of our U.S. workforce; also launched a new external D&I websiteï,§ Launched global partnership with Textio, an augmented writing platform that will help to design gender neutral job descriptionsï,§ Moved reporting responsibility for our University Recruiting Team to our Chief Diversity Officer. Through inaugural diversity recruiting efforts with HBCUs, HSIs and Women’s Colleges, increased y-o-y intern gender/ethnic diversity by 12% Diversity & ï,§ Deepened recruiting partnerships with external organizations such as the Anita Borg Institute and Lesbians Who Tech and piloted Inclusion partnerships with groups such as Tapia, Management Leadership for Tomorrow (MLT), Blavity, Black Enterprise and CODE2040 ï,§ Currently partnering with senior leaders to build and implement D&I plans tailored to the needs of each of their organizationsï,§ Restructured and expanded program for our global Communities of Inclusion (COI) focused on gender, race/ethnicity, age, disability and military status, sexual orientation and/or preference; we have 76 COI chapters globally – 13% increase y-o-yï,§ 52% of our employees recently participated in our second annual Global D&I Survey; participation increased 14% y-o-yï,§ Grew D&I headcount by 6 people, including roles in our Americas business and StubHub’s first Global Head of D&I ï,§ For the second year in a row, we completed a global study of gender pay equity at eBay Gender Pay ï,§ U.S.: Women earn 100% of what men earn in terms of total compensation Equityï,§ Global: Women earn 100.1% of what men earn in terms of total compensationï,§ Pay equity reviews are now part of our regular rhythm 19


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Additional Measures of D&I Impact at eBay 20


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Global Impact Update In 2016, we set new eBay Impact goals that align with—and complement—how eBay does business. These targets also consider and help advance the UN Sustainable Development Goals Opportunity for All eBay for Charity Global Impact Team Governance Enabling everyone to participate in – and Supporting your favorite causes when • Guided by the Global Impact team, with benefit from – global commerce you buy and sell oversight from the Board and Executive Leadership, our approach to ESG matters ** 2020 GOAL: Achieve a higher percentage of ** 2020 GOAL: $1 billion in charity funds is integrated into the core of our business sales growth among eBay sellers in less- raised by 2020. advantaged communities as compared with • The Global Impact team works across the average economic growth nationwide by 2020. organization to help our business groups and functions prioritize ESG as part of the ** 2017 PROGRESS: ** 2017 PROGRESS: company’s strategy • We raised $84M in charity funds in 2017, • We launched Retail Revival, a pilot bringing the total to more than $810 million. • Each of eBay’s goals is sponsored by a program in Akron, Ohio, with the intent of • We are continuing to make it easier for our member of the Executive Leadership Team scaling the program to more communities community to connect to the causes they to ensure we prioritize and remain worldwide. care about and are confident in reaching accountable to achieving these targets • We continually improve our technology to our 2020 goal. enhance the buyer and seller experience • Two eBay Board of Director members serve and to increase efficiency, scalability and as mentors to the Global Impact team security. 21


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Global Impact Update eBay Foundation Circular Commerce Empowering aspiring entrepreneurs and building vibrant and Giving products the chance to have many lives and serve sustainable communities many people ** 2020 GOAL: By 2020: lend $1 million to entrepreneurs via Kiva; enable ** 2020 GOAL: Create $2.5 billion in positive economic impacts and avoid 2.5 50,000 entrepreneurs through access to capital and mentoring; impact the million tonnes of carbon emissions by 2020 through people selling their pre-lives of 250,000 people globally owned electronics and apparel on eBay. ** 2017 PROGRESS: ** 2017 PROGRESS: We’ve disbursed $397,000 in loans and supported over 17,000 borrowers on As of 2017, people selling their pre-owned electronics and apparel on eBay Kiva—14,000 of which are female entrepreneurs. In total, these efforts have have created $1.3 billion in positive economic impacts and avoided 1.2 million impacted the lives of about 85,000 people globally. We are on track to meet tonnes of carbon emissions. We are confident in delivering on these 2020 our 2020 targets for lending and entrepreneurs impacted. goals. Responsible Business 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 ï,§ Environmental Footprint – 48% of our electricity supply comes from renewable sources, down from 50% in 2016. This reduction in renewable energy use is due to greater electricity consumption in our data centers to support customer transactions, as well as greater load at facilities where the electric grid has higher fossil fuel and nuclear energy content. We are actively pursuing renewable energy opportunities in these regions to help reach our 2025 target.ï,§ Data Privacy & Cybersecurity – Global Information Security maintains our high safety and security standards; Audit committee oversees privacy, security, and cybersecurity risks 22


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THANK YOU