Stockholder Proposal on Executive Compensation Information

Resolved: stockholders recommend that eBay Inc. disclose the company’s executive compensation information with executives’ actual income.

Supporting Statement

The Summary Compensation Table disclosed from our 2017 Proxy Statement (p. 59) shows that our President & CEO received $12,500,033 (78.4%) Stock Awards out of total $15,941,192 in 2016.  Like CEO’s pay, stock awards have become executives’ main compensation. However, this information is not based on executives’ realized pay.  “The amounts reported in the Stock Awards column represent the aggregate grant date fair value of time-based restricted stock units, or RSUs, and performance-based restricted stock units, or PBRSUs …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 fair value of PBRSUs is calculated based on the fair value of our common stock on the date of grant and probable outcome of the performance measures for the applicable performance period as of the date on which the PBRSUs are granted. This estimated fair value for PBRSUs is different from (and lower than) the maximum value of PBRSUs” (Ibid.).

According to the Wall Street Journal: "Summary compensation tables massively understate what executives earn and don't tell investors what they need to know." "In 2015—the last year for which full data is available—the average pay of the 500 highest-paid U.S. executives was $17.1 million according to fair-value estimates, but $32.6 million according to realized pay." (Better Ways to Measure Your Boss’s Pay, July 4, 2017.)

What is the meaning of the corporate governance without the disclosure of what executives actually earned?  The American public is worried.  If things such as the ballooning of the executive compensation without proper disclosure continue, “We will become an oligarchy, …The rich and the powerful have a well-stocked armory for seizing control of our democracy and… they are already using it very effectively.” (Senator Elizabeth Warren, This Fight is Our Fight: The Battle to Save American Middle Class. Metropolitan Books/Henry Holt, 2017, p.209)