Adriane M. Brown

About Adriane M. Brown

Adriane M. Brown, age 66, has served on eBay’s board since 2017. She is an independent director who chairs the Compensation & Human Capital Committee (CHCC) and serves on the Corporate Governance & Nominating Committee (CGNC). Brown is Managing Partner at Flying Fish Partners (AI/ML-focused VC), and previously served as President & COO of Intellectual Ventures, CEO of Honeywell Transportation Systems, and spent 19 years at Corning. She holds a B.S. in Environmental Health (Old Dominion), an M.S. in Management (MIT Sloan Fellow), and an honorary doctorate from Old Dominion .

Past Roles

External Roles

Board Governance

• Independence and service: Brown is listed as an independent nominee; eBay states 10 of 11 nominees are independent under Nasdaq standards. She joined the board in 2017 .
• Committee leadership: Chair of CHCC; CHCC held 6 meetings in 2024. Member of CGNC; CGNC held 4 meetings in 2024. All members of CHCC and CGNC are independent under Nasdaq/Exchange Act rules .
• Board activity/attendance: The board held five meetings in 2024; each then‑serving board member attended at least 75% of the aggregate of board and committee meetings on which they served .

Governance policies relevant to oversight:

• Related person transactions: Audit Committee reviews and must approve/ratify; no related person transactions since Jan 1, 2024 requiring disclosure .
• Conflicts for directors who are control persons of investment funds: notice and evaluation process; transactions remain subject to related person policy .
• Anti‑hedging/pledging: Prohibited for directors and executive officers .
• Clawbacks: Policies adopted in 2012, 2014, and supplemental policy in 2023 to comply with SEC/Nasdaq rules .

Fixed Compensation

• 2024 non‑employee director pay consists of: $80,000 annual cash retainer; committee chair/member cash retainers; and an annual RSU grant ($250,000 for independent directors; $350,000 for the Board Chair). No meeting fees are paid .
• Brown’s reported 2024 director compensation totaled $370,000, split between $120,000 cash and $250,000 stock awards .

Notes:

• Annual RSUs are granted on the annual meeting date with shares determined by closing price on grant date; directors can elect to receive shares in lieu of cash retainers; eBay previously used DSUs, now grants RSUs to directors .

Performance Compensation

Non‑employee directors do not receive performance‑based incentives at eBay; however, as CHCC Chair, Brown oversees executive pay design and metrics.

• Annual executive incentive metrics (for 2024): FX‑neutral revenue threshold; if met, payout based on Non‑GAAP Net Income (75%) and Individual Performance (25%); a Buyer CSAT “kicker” increases the non‑GAAP net income portion by 5% if goals met .
• Long‑term incentives: eBay utilizes PBRSUs and PBSOs; say‑on‑pay support was ~86% in 2024, indicating investor alignment with CHCC’s design .

Compensation risk controls and governance:

• No tax gross‑ups for CIC; no single‑trigger acceleration; no option repricing without shareholder approval; clawbacks exceed SEC/Nasdaq requirements; independent consultant; target pay at ~50th percentile of peer group .
• Non‑employee director annual equity grant cap: $600,000 (2× cap in first year on the board), excluding equity taken in lieu of cash .

Other Directorships & Interlocks

• Brown serves on three other public company boards (Axon, American Airlines, KKR). eBay discloses that all nominees serve on two or fewer other public boards except for one nominee who serves on three; Brown’s three external seats may indicate that she is the exception referenced (overboarding considerations vary by investor) .
  • Axon: Chair, Nominating & Governance; Member, Compensation and Enterprise Risk & Compliance .
  • American Airlines: Chair, Safety; Member, Corporate Governance & Public Responsibility .
  • KKR: Independent director .

• eBay related‑party policy and conflict practices apply, including extra steps when a non‑employee director is a control person of an investment fund; no related person transactions requiring disclosure since Jan 1, 2024 .

Expertise & Qualifications

• Strategic/leadership and ESG experience from senior operating roles at Honeywell and Corning, including global operations in aerospace/automotive; investment/finance and technology from Intellectual Ventures and Flying Fish .
• eBay’s skills matrix reflects multi‑year experience across technology, e‑commerce/retail, strategy, investment/finance, leadership, transactions/M&A, product/marketing/media, management, and cybersecurity among nominees (Brown included in “6+ years” cohort) .

Equity Ownership

• Beneficial ownership (as of April 15, 2025): 35,314 eBay shares; “Less than one percent” of outstanding .
• Stock ownership alignment: Non‑employee directors must hold eBay stock valued at 5× the annual board retainer; directors must retain 25% of net shares until meeting guidelines; all directors were in compliance as of Dec 31, 2024 .
• Hedging/pledging: Directors are prohibited from hedging or pledging eBay stock .

Governance Assessment

• Strengths:
  • Independent committee leadership (CHCC Chair) with active cadence (6 meetings in 2024); CGNC member; both committees fully independent, indicating strong oversight of pay and governance .
  • Director pay structure favors equity ($250k annual RSU vs cash retainers), aligning with shareholders; use of independent consultant (Pay Governance) and benchmarked at ~50th percentile .
  • Robust guardrails: anti‑hedging/pledging, clawbacks, no single‑trigger vesting, no repricing without shareholder approval .
  • Investor support: 2024 say‑on‑pay approval ~86% suggests positive feedback on CHCC’s oversight of executive pay .

• Watch items / potential red flags:
  • Multiple external public boards (Axon, AAL, KKR) may raise capacity/“overboarding” questions for some investors; eBay notes all nominees serve on two or fewer boards except one nominee serving on three (Brown serves on three external boards) .
  • VC leadership (Flying Fish) creates theoretical related‑party exposure; eBay has explicit policies for fund‑related conflicts and reports no related person transactions since Jan 1, 2024 .
  • Attendance detail: eBay discloses a minimum threshold (≥75%) but not individual rates; board met five times in 2024. Continued monitoring of individual attendance disclosures is warranted .

• Bottom line for investor confidence: Brown brings deep operating, technology, and human capital oversight experience as CHCC Chair with strong governance infrastructure around pay and conflicts; monitor workload across three external public boards and ongoing CHCC responsiveness to investor feedback on pay structure and metrics .