2018 Guide to Effective Proxies

2.17.4 Compensation mix | 327 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES Compensation Discussion and Analysis | Elements of Our Executive Compensation Program The Compensation Dashboard below provides a snapshot of the key elements of our 2017 executive compensation program and describes why each element is provided. Additional information about these key elements is included in the sections following the dashboard. COMPENSATION DASHBOARD • Represent the right to receive shares of Company common stock if performance requirements are met, subject to additional time-based vesting • Represent the right to receive shares of Company common stock, subject to time-based vesting Base Salary Annual Cash IncentiveAwards Other Time-based RSUs Equity Incentive Awards PBRSUs Time-based RSUs PBRSUs 60% %40 Short-Term Incentives Long-Term Incentives Benefits Cash Equity Base Salary Annual Cash Incentive Awards • Aligns executive incentives with the long- term interests of our stockholders • Positions award guidelines at target level with the median of the market levels paid to peer group executives • Recognizes individual executive’srecent performance and potential future contributions • Retains executivesfor the long term • Provides a total compensation opportunity with payouts varying based on our operating and stock price performance • Health and welfare benefit plans • Employee stock purchase plan • Retirement savings plans • Deferred compensation plan • Limited personal use of the corporate airplane with reimbursementrequired (CEO and CFO only) • Certain other limited perquisites • Rewards individuals’ current contributions to the Company • Reflects the scope of their roles and responsibilities • Compensates for expected day-to-day performance • Aligns executive compensation with annual Company and individual performance • Motivates executives to enhance annual results We chose a mix of equity and cash compensation vehicles to compensate executive officers based on long-term value drivers of Company performance over one- and multi-year periods and individual contributions to the Company. Our executive officers also were eligible to participate in our broad-based retirement savings (which include a 401(k) program open to all employees in the United States and an unmatched deferred compensation program available to vice presidents and above in the United States) and benefit programs and received limited perquisites. 50 EBAY