EBay : 2023 Annual Report 2024 Proxy Statement

2024

Annual Proxy Statement

In 2023, we received several awards recognizing our culture, workplace and commitments to responsible business.

Fifth year in a row as a member of the Dow Jones

Sustainability World Index

100% rating in the Corporate Equality Index for the 16th consecutive year and recipient of

2023-2024 Equality 100 Award: Leaders in LGBTQ+ Inclusion

Received an A- for leadership in

climate change in CDP Climate Change Survey

Fourth year ranked in the U.S. Environmental

Protection Agency's

Green Power Partnership National Top 100

2024 Proxy Statement

Letter to Our Stockholders

Dear Fellow Stockholders:

eBay's shared values of transparency, responsibility and performance have supported eBay's mission to empower people and create economic opportunity for all throughout 2023. As your Board of Directors, we are focused on creating long-term, sustainable value for stockholders. Drawing on your input, we are supporting our leadership team in realizing its vision and strategy for eBay, a marketplace that will continue to drive success for its sellers and buyers around the world.

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of eBay Inc. to be held on June 20, 2024, at 8:00 a.m. Pacific Time. The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Board Election and Refreshment

We are soliciting proxies for the election at the Annual Meeting of ten individuals to serve as directors of eBay until the 2025 Annual Meeting of Stockholders. The Board has a commitment to refreshment, and we recently recruited one additional independent director, Zane Rowe. Mr. Rowe further enhances the Board's composition, and with his extensive experience in corporate finance, investor relations and strategy, he brings skills and expertise complementary to eBay's strategic vision.

Sustainable Initiatives

As Board members we, and the thousands of eBay employees, deeply share the sentiment that the company's purpose links us to something bigger than any one of us. To ensure the achievement of our long-term business goals, we oversee the management team to ensure eBay's sustainability initiatives focus on the matters that are most meaningful to our business and where we can be most impactful to our stakeholders. This includes our commitments to corporate governance best practices (especially our engagement with and responsiveness to stockholders), our impact on the environment and the communities we serve and overseeing meaningful progress in diversity, equity and inclusion. We invite you to read more in our Impact, DE&I and Recommerce reports.

eBay Impact Report

DE&I Report

Recommerce Report

Engaging Virtually

This year will be our fifth virtual annual meeting. We believe hosting the meeting virtually improves your ability to attend and participate while saving you the time and expense of travel. In the virtual meeting, participants will join via a website where they can listen to the speakers, view any presentations, submit questions and comments, hear the company's responses, and vote their shares electronically. We recommend that participants log in at least 15 minutes prior to the start of the meeting.

Thank you for your continued investment in eBay. We are proud to represent stockholder interests in this great company and look forward to meeting with you at the 2024 Annual Meeting of Stockholders.

Thursday June 20, 2024 8:00 a.m. (PT)

www.virtualshareholdermeeting.

com/EBAY2024

Sincerely,

Your Board of Directors

Adriane M. Brown

Aparna Chennapragada

Logan D. Green

E. Carol Hayles

Jamie J. Iannone

Shripriya Mahesh

Paul S. Pressler

Zane Rowe

Mohak Shroff

Perry M. Traquina

2024 Proxy Statement

1

Notice of Annual

Meeting of

Stockholders

The 2024 Annual Meeting of Stockholders of eBay Inc. ("eBay," "we," "us" and the "Company") will be conducted virtually on the Internet. There will be no in-person meeting.

Date and Time	Web Address	Record Date
Thursday, June 20, 2024	www.virtualshareholdermeeting.	You are eligible to vote if you
8:00 a.m. Pacific Time	com/EBAY2024	were a stockholder at the close
		of business on April 22, 2024.

Proposals Requiring Your Vote

DESCRIPTION

BOARD'S RECOMMENDATION

FURTHER DETAILS

Proposal 1

Proposal 2

Proposal 3

Election of 10 directors named in this Proxy Statement to our Board to hold office until our 2025 Annual Meeting of Stockholders

Ratification of appointment of independent auditors

Advisory vote to approve named executive officer compensation

FOR

Each Director	Page 8
Nominee
FOR	Page 32
FOR	Page 37

Stockholders as of the record date will also transact on such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. The items of business are described more fully in the accompanying Proxy Statement. We will be providing access to our proxy materials over the internet under Securities and Exchange Commission ("SEC") "notice and access" rules. As a result, on or about April 25, 2024, we are mailing to many of our stockholders a notice instead of a paper copy of the Proxy Statement and our 2023 Annual Report. In the event of a technical malfunction or other situation that at the discretion of the Chair of our Board may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held, the Chair of our Board or our Secretary will convene the meeting at 4:00 p.m. Pacific Time on the same date and at the location specified above solely for the purpose of holding the adjourned meeting at this later time. Under the foregoing circumstances, we will post information regarding the announcement on our investor relations website at https://investors.ebayinc.com/.

How to Vote	Your Vote Is Important. Even if you plan to attend the meeting, please vote as soon as possible using any of
	the following methods. In all cases, you should have your notice, or if you requested to receive printed proxy
	materials, your proxy card or voting instruction form, on hand and follow the instructions:

Online	Phone	Mail
You can vote your shares	You can vote your shares by	Date and sign your proxy card
online at www.proxyvote.com.	calling [phone].	or voting instruction form and return
		it in the postage-paid envelope.
By Order of the Board of Directors

Molly Finn

Assistant Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 20, 2024: the Proxy Statement and the Annual Report are Available athttps://investors.ebayinc.com/financial-information/annual-reports/default.aspx.

• 2024 Proxy Statement

Table of Contents

• Notice of Annual Meeting of Stockholders

• Proposal 1: Election of Directors 9 Director Nominees

14 Corporate Governance 14 Highlights

15 Board Composition and Independence

17 Board Leadership Structure and Effectiveness

22 Board Oversight

26 Stockholder Engagement

27 Governance Policies and Practices

30 Compensation of Directors

32 Proposal 2: Ratification of Appointment of Independent Auditors

32 Audit Matters

33 Audit and Other Professional Fees

33 Audit Committee Pre-Approval Policy

33 Auditor Independence

34 Audit Committee Report

35 Our Executive Officers

1. Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
2. Executive Compensation
   38 Compensation Discussion and Analysis
   55 Compensation and Human Capital Committee Report
   56 Executive Compensation Tables
   66 CEO Pay Ratio
   67 Pay Versus Performance

71 Equity Compensation Plan Information

71 Security Ownership of Certain Beneficial Owners and Management

73 Questions and Answers About the Proxy Materials and Our 2024 Annual Meeting

79 Other Matters

Forward-LookingStatements. This Proxy Statement contains forward-looking statements. All statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, targets, commitments and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements appear throughout this Proxy Statement. These forward-looking statements generally are identified by the words "anticipate," "believe," "commit," "expect," "estimate," "intend," "forecast," "future," "goal," "maintain," "may," "ongoing," "opportunity," "plan," "possible," "potential," "project," "should," "strategy," "target," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Incorporation by Reference. Neither the Compensation and Human Capital Committee Report nor the Audit Committee Report shall be deemed filed with the SEC or incorporated by reference into any prior or future filings made by our Company under the Securities Act or the Exchange Act.

References in this Proxy Statement to our Company website and additional Company reports or information contained on our website are for information purposes only or to satisfy requirements of The Nasdaq Stock Market LLC ("Nasdaq") and the SEC and are intended to provide inactive, textual references only. The information on our Company website, including the information contained in those reports, is not part of this Proxy Statement and is not incorporated by reference into this Proxy Statement.

2024 Proxy Statement

3

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Meeting

Information

Date & Time	Web Address	Record Date
Thursday, June 20, 2024	www.virtualshareholdermeeting.	You are eligible to vote if you
8:00 a.m. Pacific Time	com/EBAY2024	were a stockholder at the close
		of business on April 22, 2024.

Proposals Requiring Your Vote

DESCRIPTION	BOARD'S RECOMMENDATION	FURTHER DETAILS

Proposal 1: Election of 10 directors named in this Proxy Statement to our Board to hold office until our 2025 Annual Meeting of Stockholders

The Board believes that each of the director nominees has the experience, qualifications and skills necessary to contribute to an effective and well-functioning Board.

Proposal 2: Ratification of appointment of independent auditors

The Audit Committee has appointed PricewaterhouseCoopers LLP ("PwC") to serve as eBay's independent registered public accounting firm for the 2024 fiscal year, and this appointment is being submitted to our stockholders for ratification. The Audit Committee and the Board believe that the continued retention of PwC to serve as eBay's independent auditor is in the best interests of the Company and our stockholders.

Proposal 3: Advisory vote to approve named executive officer compensation

eBay seeks a non-binding advisory vote to approve the compensation of the named executive officers ("NEOs") as disclosed in this Proxy Statement. The Board and the Compensation and Human Capital Committee ("CHCC") value the opinions of our stockholders and will take into account the outcome of this vote in considering future compensation arrangements.

FOR

Each Director	Page 8
Nominee

FOR

Page 32

FOR

Page 37

New in this Proxy Statement	NEW	Adopted or enhanced as part of ongoing assessment of governance
	best	practices.

• Director Experience and Qualifications Matrix
• Refreshed Company Peer Group for 2024 Compensation

• 2024 Proxy Statement

eBay Impact Highlights

We connect people and build communities to create economic opportunity for all.

A key differentiator for eBay is our focus on a sustainable future. The impact that eBay has on the environment and the communities we support is of deep importance to us. We have ambitious environmental targets to

Economic Opportunity	eBay for Charity
As champions of inclusive	eBay for Charity empowers buyers and
entrepreneurship for everyone, eBay	sellers to support charities around the
assists sellers in transforming their	world. We enable sellers to contribute a
business through eBay Academy, and	portion of their sales to selected
we help small businesses grow globally,	non-profits, and we partner with charity
through programs such as eBay for	organizations to help them reach their
Change and Up & Running.	fundraising goals.
eBay Foundation	Sustainable Commerce

reduce our impact on the planet, and our marketplace provides an alternative to the carbon emissions, water, energy and waste typically used in producing new goods.

eBay Foundation helps to support economically vibrant and thriving communities, including by partnering with nonprofit organizations that are addressing and removing barriers to entrepreneurship for people who identify with historically excluded groups. We also support employees with meaningful giving and volunteer opportunities.

As a pioneer of recommerce, we strive to sustain the future of our customers, our company and our planet. We help lead the way forward as partners with our global community. We also continue to embrace best practices at our facilities to reduce our environmental footprint and reinforce our commitment to operating with integrity.

Trusted Marketplace

eBay has created a trusted, transparent marketplace that's based on the strong ethical values we follow as a business.

Impact Goals: We continue to work to better quantify, track and manage our environmental footprint.

Goal: Renewable Energy

Source 100 percent of our electricity supply from renewable energy sources by 2025 for eBay- controlled data centers and offices.

Goal: Carbon Emissions-Science Based Target

Reduce absolute scope 1 and scope 2 greenhouse gas ("GHG") emissions 90% by 2030 from a 2019 baseline and reduce absolute scope 3 emissions from downstream transportation and distribution by 20% in the same timeframe.

2024 Proxy Statement 5

Corporate Governance Highlights

Good Governance Practices

The Board of Directors is responsible for (1) providing advice and oversight of the strategic and operational direction of the Company and

1. overseeing the Company's executive management to ensure the Company operates in ways that support the long-term interests of our stockholders and the stakeholders we serve. eBay is committed to transparency and accountability, as demonstrated by the following governance features:

Strong Board independence (9 of 10 directors are independent)

Annually elected Board with all members standing for election each year

Majority vote standard for uncontested director elections with a director resignation policy for director nominees who do not receive a majority vote

Stockholder right to request eBay to call a special meeting

Proxy access bylaws

Strong stockholder engagement practices

Separate Chair and CEO roles

Independent Chair with robust responsibilities

Simple majority vote standard for bylaw/charter amendments and transactions

Clawback policy

Stock ownership requirements for our executive officers and directors

Anti-hedging and anti-pledging policies

Director Nominees

			DIRECTOR		COMMITTEES				OTHER PUBLIC
NOMINEE	AFFILIATION	AGE	SINCE	AC	CHCC	RC	CGNC		COMPANY BOARDS
Adriane M. Brown	IND	65	2017					•	Axon Enterprise, Inc. (since 2020)
Managing Partner, Flying					•	American Airlines Group, Inc. (since 2021)
Fish Ventures								•	KKR & Co. Inc. (since 2021)
Aparna
Chennapragada	IND	47	2022					•	None
Corporate VP, Generative AI,
Microsoft Corporation
Logan D. Green
Chair, Co-Founder and	IND	40	2016					•	Lyft, Inc. (since 2019)
former Chief Executive
Officer, Lyft
E. Carol Hayles	IND	63	2020					•	Webster Financial Corporation (since 2018)
Former Chief Financial
Officer, CIT Group, Inc.
Jamie Iannone	eBay	51	2020					•	None
President and Chief
Executive Officer, eBay Inc.
Shripriya Mahesh	IND	50	2023					•	Sundaram Brake Linings Ltd (since 2020)
General Partner,
Spero Ventures
Paul S. Pressler	IND	67	2015					•	None
Chair of the eBay Board;
Operating Advisor,
Clayton, Dubilier & Rice
Zane Rowe	IND	53	2024					•	None
Chief Financial Officer,
Workday, Inc.
Mohak Shroff	IND	45	2020					•	None
Head of Engineering,
LinkedIn
Perry M. Traquina	IND	68	2015					•	Morgan Stanley (since 2015)
Former Chairman
and CEO, Wellington								•	The Allstate Corporation (since 2016)
Management Company
AC Audit Committee	CHCC Compensation and Human Capital Committee	RC Risk Committee	CGNC Corporate Governance
Committee Chair	Member								and Nominating Committee

• 2024 Proxy Statement

Director Experience and Qualifications NEW

The matrix below summarizes what our Board believes are desirable types of experience, skills and attributes possessed by our director nominees in light of the Company's business and strategy. This matrix does not encompass all experience, qualifications, skills or attributes of our director nominees.For more information on the qualifications that each director nominee brings to our Board, see "Proposal 1: Election of Directors-Director Nominees" below.

PRESSLER TRAQUINA GREEN BROWN IANNONE HAYLES SHROFF CHENNAPRAGADA MAHESH ROWE

Key Experience

and Skills

Technology

E-Commerce/

Retail

Strategy

Investment/

Finance

Leadership

Entrepreneurship

Transactions/

M&A

Product, Marketing

and Media

Management

Cybersecurity

Climate/

ESG

Attributes*

Gender Diversity

Racial/Ethnic

Diversity

Tenure (years)	9	9	8	7	4	4	4	2	1	0
		6+ Years				3-5 Years			0-2 Years

• Voluntary and self-identified

2024 Proxy Statement 7

Executive Compensation Highlights

The objectives of our executive compensation program are to:

Align compensation with	Motivate executive officers	Position us competitively	Enable us to attract, reward
our business objectives,	to enhance short-term	among the companies	and retain executive officers
performance and	results and long-term	against which we recruit	and other key employees
stockholder interests	stockholder value	and compete for talent	who contribute to our
			long-term success

Our Board of Directors recommends that stockholders vote to approve an advisory resolution on the compensation paid to the Company's named executive officers, as described in the Compensation Discussion and Analysis section of this Proxy Statement, for the following reasons.

How We Pay Our CEO

This graphic illustrates the predominance of equity incentives and performance-based components in Mr. Iannone's 2023 target pay mix in our core compensation program. Mr. Iannone's compensation is highly weighted to Company performance. Over 95% of his 2023 compensation is based on Company performance goals or is otherwise subject to Company stock price performance.

35%	Base Salary
RSUs	4%
	8%	Annual Cash
	Incentive (eIP)
18%	35%	61%
PBSOs	PBRSUs
		Performance-

Based

Compensation Practices

We align executive compensation with the interests of our stockholders by emphasizing pay-for-performance and weighting equity more heavily in our total compensation mix, maintaining meaningful stock ownership requirements, and providing a majority of total compensation in the form of performance-based compensation.

We promote the appropriate level of risk-taking by management through the design and administration of our compensation programs, including by having multiple performance measures, caps on incentive payments, overlapping long-term performance periods for performance-based restricted stock unit ("PBRSU") awards and performance-based stock option ("PBSO") awards, and a robust clawback policy. We adhere to compensation best practices, with compensation benchmarked at or around the 50th percentile of our peer group, the engagement of an independent compensation consultant and limited perquisites for executive officers that are not available to all employees.

WHAT WE DO	WHAT WE DON'T DO
Align executive compensation with the interests of our	No tax gross-ups for change in control benefits
stockholders	No automatic "single trigger" acceleration of equity awards
•	Pay-for-performance emphasized	upon a change in control
•	Majority of total compensation comprises performance-	No repricing or buyout of underwater stock options without
	based compensation	stockholder approval
• Equity/cash compensation mix significantly favors equity	No hedging and pledging transactions
•	Meaningful stock ownership guidelines
Avoid excessive risk-taking
•	Multiple performance measures, caps on incentive payments,
	and overlapping long-term performance periods for PBRSU
	awards and PBSOs
•	Robust clawback policies

Adhere to compensation best practices

• Compensation at or around the 50th percentile of peer group
• Independent compensation committee and compensation consultant
• Limited perquisites for executive officers that are not available to all employees