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This excerpt taken from the EBAY DEF 14A filed Mar 19, 2009. Role of
Executive Officers and Consultants in Compensation
Decisions
While the Compensation Committee determines eBay’s overall
compensation philosophy and sets the compensation of our CEO and
other executive officers, it looks to the executive officers
identified below and the compensation consultant retained by the
committee to make recommendations to the committee with respect
to both overall guidelines and specific compensation decisions.
Our CEO also provides the Board and the Compensation Committee
with his perspective on the performance of eBay’s executive
officers as part of the determination of the individual portion
payable under the eBay Incentive Plan (as described below), the
annual personnel review and as part of succession planning
discussions with the Board as well as a self-assessment of his
performance. The committee establishes compensation levels for
our CEO in consultation with the compensation consultant it
retains, and our CEO is not present during any of these
discussions. Our CEO recommends to the committee specific
compensation amounts for executive officers other than himself,
and the committee considers those recommendations and
information provided by its compensation consultant concerning
peer group comparisons and industry trends and makes the
ultimate compensation decisions. Our CEO, CFO, Senior Vice
President of Human Resources, and Senior Vice President, Legal
Affairs & General Counsel regularly attend the
Compensation Committee’s meetings to provide perspectives
on the competitive landscape and the needs of the business,
information regarding eBay’s performance, and technical
advice. Members of the committee also participate in the
Board’s annual review of the CEO’s performance and its
setting of annual performance goals, in each case led by our
lead independent director. See “Our Corporate Governance
Practices” above for further details.
As discussed above, in 2008 the committee retained Towers Perrin
as its compensation consultant to provide advice, its opinion,
and resources to help develop and execute our overall
compensation strategy. Towers Perrin reports directly to the
committee, and the committee has the sole power to terminate or
replace Towers Perrin at any time. As part of its engagement,
the Compensation Committee has directed Towers Perrin to work
with our Senior Vice President of Human Resources and other
members of management to obtain information necessary for it to
form its recommendations and evaluate management’s
recommendations. Towers Perrin also meets with the committee
during the committee’s regular meetings and in executive
session, where no members of management are present, and with
the committee chair and other members of the committee outside
of the regular meetings.
As part of its engagement in 2008, Towers Perrin evaluated
eBay’s peer groups for performance and compensation
benchmarking, made recommendations regarding how the peer groups
should be changed and how peer groups should be used in setting
compensation guidelines, advised the committee on new
compensation arrangements for certain of our executive officers
in connection with the management changes, assessed compensation
for the board of directors, evaluated compensation levels at the
peer group companies, and developed the related equity and cash
compensation guidelines, which included an analysis of
eBay’s performance and that of specified peer groups (see
the section entitled “Competitive Considerations”
below for a further discussion regarding these peer groups). To
facilitate making external compensation comparisons, Towers
Perrin provided the Compensation Committee with competitive
market data by analyzing proprietary surveys prepared by Towers
Perrin, proprietary third-party surveys provided to them by
management, and publicly-disclosed documents of companies in
specified peer groups. Towers Perrin’s fees for consulting
advice to the committee for the year ended December 31,
2008 were approximately $389,000. The committee periodically
reviews its relationship with its compensation consultant. In
2008, Towers Perrin did not provide any services to the company
other than the compensation consulting services provided to the
Compensation Committee. While we may use Towers Perrin for
Table of Contents
one-time, discrete projects (separate from the consulting advice
provided to the committee) in the future, the committee believes
that Towers Perrin is able to provide it with independent advice.
This excerpt taken from the EBAY DEF 14A filed Apr 28, 2008. Role of
Executive Officers and Consultants in Compensation
Decisions
While the Compensation Committee determines eBay’s overall
compensation philosophy and sets the compensation of our CEO and
other executive officers, it looks to the executive officers
identified below and the compensation consultant retained by the
committee to work within the compensation philosophy to make
recommendations to the committee with respect to both overall
guidelines and specific compensation decisions. Our CEO also
provides the Board and the Compensation Committee with her
perspective on the performance of eBay’s executive officers
as part of the quarterly determination of the individual portion
payable under the eBay Incentive Plan (as described below), the
annual personnel review and as part of succession planning
discussions with the Board as well as a self-assessment of her
own performance. The committee establishes compensation levels
for our CEO in consultation with the compensation consultant it
retains, and our CEO is not present during any of these
discussions. Our CEO recommends to the committee specific
compensation amounts for executive officers other than herself,
and the committee considers those recommendations and
information provided by its compensation consultant concerning
peer group comparisons and industry trends and makes the
ultimate compensation decisions. Our CEO, CFO, Senior Vice
President of Human Resources, and Senior Vice President, Legal
Affairs & General Counsel regularly attend the
Compensation Committee’s meetings to provide perspectives
on the competitive landscape and the needs of the business,
information regarding eBay’s performance, and technical
advice. Members of the committee also participate in the
Board’s annual review of the CEO’s performance and its
setting of annual performance goals, in each case led by our
lead independent director. See “Our Corporate Governance
Practices” above for further details.
Table of Contents
As discussed above, in 2007 the committee retained Towers Perrin
to provide advice, its opinion, and resources to help develop
and execute our overall compensation strategy. Towers Perrin
reports directly to the committee, and the committee has the
power to terminate Towers Perrin at any time. As part of its
engagement, the Compensation Committee has directed Towers
Perrin to work with our Senior Vice President of Human Resources
and other members of management to obtain information necessary
for it to form its recommendations and evaluate
management’s recommendations. Towers Perrin also meets with
the committee during the committee’s regular meetings and
in executive session, where no members of management are
present, and with individual members of the committee outside of
the regular meetings.
As part of its engagement in 2007, Towers Perrin evaluated
eBay’s peer groups for performance and compensation
benchmarking, assessed compensation for the board of directors,
evaluated compensation levels at the peer group companies, and
developed the related equity and cash compensation guidelines,
which included an analysis of eBay’s performance and that
of specified peer groups. Towers Perrin also conducted analyses,
at the committee’s request, relating to the amount of
wealth in unvested equity awards for executive officers (which
is a measure of the retention effect of such awards) and best
practices. To facilitate making external compensation
comparisons, Towers Perrin provided the Compensation Committee
with competitive market data by analyzing proprietary
third-party surveys provided to them by management and
publicly-disclosed documents of companies in specified peer
groups (see the section entitled “Competitive
Considerations” below for a further discussion regarding
these peer groups). Fees for consulting advice to the committee
for the year ended December 31, 2007 were approximately
$743,000. The committee periodically reviews its relationship
with its compensation consultant. In 2007, Towers Perrin also
provided the company with services related to the company’s
health and benefits plans. These services were provided pursuant
to a one-time project (as opposed to ongoing services), and the
individuals who provided the services were separate from the
individuals who provide compensation advice to the Compensation
Committee. The company may use Towers Perrin for other one-time,
discrete projects in the future. The Compensation Committee
believes that the consultants it retains are able to provide it
with independent advice. The aggregate fees billed by Towers
Perrin to the company for services related to the company’s
health and benefits plans (which excludes the fees charged for
the consulting advice provided to the committee) for the year
ended December 31, 2007 were approximately $57,000.
Table of Contents
This excerpt taken from the EBAY DEF 14A filed Apr 30, 2007. Role of
Executive Officers and Consultants in Compensation
Decisions
While the Compensation Committee determines eBay’s overall
compensation philosophy and sets the compensation of our CEO and
other executive officers, it looks to the executive officers
identified below and the compensation consultants retained by
the committee to work within the compensation philosophy to make
recommendations to the committee with respect to both overall
guidelines and specific compensation decisions. Our CEO also
provides the Board and the Compensation Committee with her
perspective on the performance of eBay’s executive officers
as part of the annual personnel review and succession planning
discussions as well as a self-assessment of her own performance.
The committee establishes compensation levels for our CEO in
consultation with the compensation consultants it retains, and
our CEO is not present during any of these discussions. Our CEO
recommends to the committee specific compensation amounts for
executive officers other than herself, and the committee
considers those recommendations and makes the ultimate
compensation decisions. Our CEO, CFO, Senior Vice President of
Human Resources, and Senior Vice President, Legal
Affairs & General Counsel regularly attend the
Compensation Committee’s meetings to provide perspectives
on the competitive landscape and the needs of the business,
information regarding eBay’s performance, and technical
advice. Members of the committee also participate in the
Board’s annual review of the CEO’s performance and its
setting of annual performance goals, in each case led by our
lead independent director. See “Our Corporate Governance
Practices” for further details.
As discussed above, in 2006 the committee retained Mercer Human
Resources Consulting and Towers Perrin to provide advice, their
opinions, and resources to help develop and execute our overall
compensation strategy. As part of their engagements, the
Compensation Committee has directed the compensation consultants
to work with our Senior Vice President of Human Resources and
other members of management to obtain information necessary for
them to form their recommendations and evaluate
management’s recommendations. The compensation consultants
also meet with the committee during the committee’s regular
meetings and in executive session, where no members of
management are present, and with individual members of the
committee outside of the regular meetings.
As part of its engagement in 2006, Mercer evaluated proposed
performance goals under the eBay Incentive Plan, or eIP, and
2006 compensation levels recommended by management for executive
officers. As part of its engagement in 2006, Towers Perrin
evaluated and proposed a compensation strategy to start in 2007
and the related equity and cash compensation guidelines, which
included an analysis of eBay’s performance and that of
specified peer groups. To facilitate making external
compensation comparisons, both Mercer and Towers Perrin provided
the Compensation Committee with competitive market data by
analyzing proprietary third-party surveys provided to them by
management and publicly-disclosed documents of companies in
specified peer groups (see the section entitled
“Competitive Considerations” below for a further
discussion regarding these peer groups).
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