Stockholder Proposal on Executive Compensation Reform

Resolved: stockholders recommend that eBay Inc. reform the company’s executive compensation committee.

Supporting Statement

According to the Wall Street Journal report “Better Ways to Measure Your Boss’s Pay” (July 4, 2017): "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."  Although the disclosure is not based on the CEO’s realized pay, eBay’s CEO pay ratio to the median of the annual total compensation of all employees 144 to 1 (2018 Proxy Statement p. 86) is still too high. “The median CEO salary at Japanese companies with revenue of more than ¥1 trillion is one-tenth of counterparts in the U.S., and incentive pay makes up just 14 percent of the total,... Most CEOs in the Nikkei 225 stock average get less than ¥100 million a year.” (https://www.japantimes.co.jp/news/2016/01/06/business/japans-ceos-underpaid-underwhelming/#.W7QaovZFyas)

  One trick for the ballooning CEO pays is to match to much bigger companies. With eBay’s market value 32.220B (as of October 2, 2018), the Compensation Committee chose Adobe Systems (132.772B), Alphabet (838.981B), Amazon.com (961.489B), Cisco Systems (224.041B), facebook (460.021B), Intel (221.789B), Microsoft (882.996B), Netflix (164.229B), Paypal Holdings (102.601B), and salesforce.com (118.999B) as peer companies (Ibid. p.65).

The American economy in general, eBay in particular, cannot sustain such a high CEO pay ratio.