EBAY » Topics » Competitive Considerations

This excerpt taken from the EBAY DEF 14A filed Mar 19, 2009.
Competitive Considerations
 
To set total compensation guidelines, the Compensation Committee reviews market data of companies with which eBay competes for executive talent, business, and capital. The market data consists of publicly-disclosed data from peer group companies and proprietary third-party survey data, which is only available in an aggregated and unidentifiable format. The committee believes that it is necessary to consider this market data in making compensation decisions in order to attract and retain talent. The committee also recognizes that at the executive level, we compete for talent against larger global companies.
 
As discussed in more detail below in the section entitled “Elements of Compensation/Executive Compensation Practices — Equity Incentive Awards,” historically we also used peer group companies as a benchmark against which to assess eBay’s performance and set equity guidelines. In 2008, the committee reviewed data from two peer groups, which consisted of the following high-technology companies and consumer products companies:
 
     
High-Technology Peer Group:
  Consumer Products Peer Group:
•   Adobe Systems Incorporated
  •   Charles Schwab & Co., Inc.
•   Amazon.com, Inc. 
  •   Coach, Inc.
•   Apple Inc. 
  •   The Coca-Cola Company
•   Cisco Systems, Inc. 
  •   The Gap, Inc.
•   Dell Inc. 
  •   General Mills, Inc.
•   Electronic Arts Inc. 
  •   Harley-Davidson, Inc.
•   EMC Corporation
  •   The Hershey Company
•   Google Inc. 
  •   Kellogg Company
•   Intel Corporation
  •   Nike, Inc.
•   IAC/InterActiveCorp
  •   PepsiCo, Inc.
•   Intuit Inc. 
  •   Polo Ralph Lauren Corporation
•   Microsoft Corporation
  •   Starbucks Corporation
•   Qualcomm Incorporated
  •   Tiffany & Co.
•   Symantec Corporation
  •   Time Warner Inc.
•   Visa Inc. 
  •   Wm. Wrigley Jr. Company
•   Yahoo! Inc.
   
 
In deciding whether a company should be included in one of the peer groups, the committee considers the following screening criteria:
 
  •  revenue
 
  •  market value
 
  •  historical growth rate
 
  •  primary line of business
 
  •  whether the company has a recognizable and well-regarded brand
 
  •  whether we compete with the company for talent
 
To ensure that these peer groups continue to reflect the markets in which we compete for executive talent, the committee reviews the peer groups annually in the fall for the upcoming year. Before adding or deleting a company from a peer group, the committee considers how the change would impact the comparative market data. For 2008, one company was deleted from, and one company was added to, the high-tech peer group and no changes were made to the consumer products peer group.


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Over the course of 2008, the committee (1) reassessed the reasons why we had two separate peer groups, (2) considered whether it would be more appropriate to have a single peer group, and (3) considered how the peer groups should be used in setting compensation guidelines. The committee noted that we no longer looked to companies in the consumer products industry as a source for executive talent and that as our Payments business continued to grow, we were increasingly competing with financial services companies for talent. In considering whether to switch to a single peer group, the committee considered many factors, including confirming that the change would not have materially impacted what we would have paid our executive officers over the past several years. Following this assessment, the committee decided to move to a single peer group for 2009. As discussed in more detail below, the committee also decided that it would no longer set equity guidelines based on eBay’s historical performance relative to its peer group companies. For 2009, the peer group consists of the following companies:
 
  •  Adobe Systems Incorporated
 
  •  Amazon.com, Inc.
 
  •  American Express Company
 
  •  Apple Inc.
 
  •  Capital One Financial Corp.
 
  •  Charles Schwab & Co., Inc.
 
  •  Cisco Systems, Inc.
 
  •  Dell Inc.
 
  •  Electronic Arts Inc.
 
  •  Google Inc.
 
  •  Intel Corporation
 
  •  IAC/InterActiveCorp
 
  •  Intuit Inc.
 
  •  MasterCard Incorporated
 
  •  Microsoft Corporation
 
  •  Symantec Corporation
 
  •  Visa Inc.
 
  •  Yahoo! Inc.


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Competitive Considerations
 
To set total compensation guidelines, the Compensation Committee reviews market data of companies with which eBay competes for executive talent, business, and capital. The market data consists of publicly-disclosed data from companies in two peer groups (consisting of high-technology companies and consumer products companies) and proprietary third-party survey data. The committee believes that it is necessary to consider this market data in making compensation decisions in order to attract and retain talent. The committee also recognizes that at the executive level, we compete for talent against larger global companies, not just technology companies based in Silicon Valley. As discussed in more detail below in the section entitled “Elements of Compensation/Executive Compensation Practices — Equity Incentive Awards,” eBay also uses these peer groups as benchmarks against which to assess its performance. In 2007, the peer groups consisted of the following companies:
 
     
High-Technology Peer Group:
  Consumer Products Peer Group:
•   Adobe Systems Incorporated
  •   Charles Schwab & Co., Inc.
•   Amazon.com, Inc. 
  •   Coach, Inc.
•   Apple Inc. 
  •   The Coca-Cola Company
•   Cisco Systems, Inc. 
  •   The Gap, Inc.
•   Dell Inc. 
  •   General Mills, Inc.
•   Electronic Arts Inc. 
  •   Harley-Davidson, Inc.
•   EMC Corporation
  •   The Hershey Company
•   First Data Corporation
  •   Kellogg Company
•   Google Inc. 
  •   Nike, Inc.
•   Intel Corporation
  •   PepsiCo, Inc.
•   IAC/InterActiveCorp
  •   Polo Ralph Lauren Corporation
•   Intuit Inc. 
  •   Starbucks Corporation
•   Microsoft Corporation
  •   Tiffany & Co.
•   Qualcomm Incorporated
  •   Time Warner Inc.
•   Symantec Corporation
  •   Wm. Wrigley Jr. Company
•   Yahoo! Inc.
   
 
In deciding whether a company should be included in one of the peer groups, the committee considers a number of screening criteria, which generally include:
 
  •  revenue
 
  •  market value
 
  •  historical growth rate
 
  •  primary line of business
 
  •  whether the company has a recognizable and well-regarded brand
 
  •  whether we compete with the company for talent
 
To ensure that these peer groups continue to reflect the markets in which we compete for executive talent, the committee reviews the peer groups annually. Before adding or deleting a company from a peer group, the committee considers how the change would impact the comparative market data. For 2007, no changes were made to the companies in either peer group.


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Table of Contents

Competitive Considerations
 
To set total compensation guidelines, the Compensation Committee reviews market data of companies with which eBay competes for executive talent, business, and capital. The market data consists of publicly-disclosed data from companies in two peer groups (consisting of high-tech companies and consumer products companies) and proprietary third-party survey data. The committee believes that it is necessary to consider this market data in making compensation decisions in order to attract and retain talent. The committee also recognizes that at the executive level, we compete for talent against larger companies across the United States, not just technology companies based in Silicon Valley. As discussed in more detail below in the section entitled “Elements of Compensation/Executive Compensation Practices — Long-term Equity Incentive Awards,” eBay also uses these


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peer groups as benchmarks against which to assess its performance. In 2006, the peer groups consisted of the following companies:
 
     
High-Tech Peer Group:
  Consumer Products Peer Group:
• Adobe Systems Incorporated
 
• Coach, Inc.
• Amazon.com, Inc. 
 
• The Coca-Cola Company
• Apple Inc. 
 
• The Gap, Inc.
• Cisco Systems, Inc. 
 
• General Mills, Inc.
• Dell Inc. 
 
• Harley-Davidson, Inc.
• Electronic Arts Inc. 
 
• The Hershey Company
• EMC Corporation
 
• Kellogg Company
• First Data Corporation
 
• Nike, Inc.
• Google Inc. 
 
• PepsiCo, Inc.
• Intel Corporation
 
• Polo Ralph Lauren Corporation
• IAC/InterActiveCorp
 
• Charles Schwab & Co., Inc.
• Intuit Inc. 
 
• Starbucks Corporation
• Microsoft Corporation
 
• Tiffany & Co.
• Qualcomm Incorporated
 
• Time Warner Inc.
• Symantec Corporation
 
• Wm. Wrigley Jr. Company
• Yahoo! Inc.
   
 
In deciding whether a company should be included in one of the peer groups, the committee considers a number of screening criteria, which generally includes the company’s revenue, market value, and historical growth rate, as well as the company’s primary line of business, whether the company has a recognizable and well-regarded brand, and whether we compete with the company for talent. To ensure that these peer groups continue to reflect the markets in which we compete for executive talent, the committee reviews the peer groups annually. Before adding or deleting a company from a peer group, the committee considers how the change would impact the comparative market data. For 2006, two companies were deleted from, and one company was added to, the high-tech peer group and two companies were deleted from the consumer products peer group.
 

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