Four members of eBay’s Board of Directors will step down in June. The development comes after a major Board shakeup in 2020, the same year the government brought cyberstalking conspiracy charges against seven members of its security team.
eBay spun the news in today’s Proxy statement as a positive: “The Board has a commitment to refreshment, and we look forward to recruiting at least one additional independent director in the coming months, who will further enhance our composition and bring skills complementary to eBay’s strategic vision.”
eBay told shareholders, “Anthony Bates, Diana Farrell, Bonnie Hammer, and Matthew Murphy have each decided to not stand for re-election. During their tenures, Tony, Diana, Bonnie and Matt have provided eBay with exceptional guidance, expertise and insights. We thank them for their tremendous contributions.”
In 2020, longtime board member Tom Tierney, Chairman at the time, stepped down as did eBay founder Pierre Omidyar, who retains the title of Director Emeritus.
Also stepping down in 2020 were Fred D. Anderson, who, like Tierney, had joined the eBay board in 2003, and Jesse Cohn of Elliott Management, the activist investor firm that targeted eBay and won a board seat in 2019.
eBay also disclosed in today’s proxy statement that current CEO Jamie Iannone’s annual total compensation was $21.7 million in 2021.
The median employee’s annual total compensation was $135,528. That makes the ratio of the CEO’s annual total compensation to the median employee’s annual total compensation 160:1, eBay disclosed.
eBay also discussed what is known as “golden handshakes.” CEO Iannone will receive $46 million if eBay terminates him (or $68 million if it terminates him due to a change in control). eBay explains, “Involuntary termination includes a termination without cause or resignation for good reason.”
The next-highest compensation to a Named Executive Officer last year was Kristin Yetto, who was eBay’s Chief People Officer until she left the company on March 16, 2021. She received $18 million in total compensation in 2021 in exchange for her execution and non-revocation of a release of claims against eBay under the terms of a 2015 offer letter agreement.
eBay will hold its 2022 Annual Meeting of Shareholders on June 8, 2022, at 8:00 am Pacific Time and will hold it virtually.