Cornelius Boone
EBAYAbout Cornelius Boone
Cornelius Boone, age 44, is eBay’s Senior Vice President and Chief People Officer, a role he has held since February 2021. Prior roles include Vice President, Human Resources at American Airlines (2018–Jan 2021) and multiple VP HR roles at Walmart and Walmart Global eCommerce (2014–2018) . Company performance context: in 2024, eBay’s “pay-versus-performance” table shows company TSR value of $187.04 versus peer group TSR $299.72, net income of $1,975 million, and FX-neutral revenue of $10,281 million, framing the incentive metrics used to drive executive pay programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| eBay | SVP, Chief People Officer | Feb 2021–present | Leads global people strategy, talent, culture, and human capital programs that underpin operating goals used in incentive plans . |
| American Airlines | VP, Human Resources | 2018–Jan 2021 | Led HR at a major carrier; oversight of talent and labor programs . |
| Walmart Global eCommerce | VP, Human Resources | 2014–2016 | Supported e-commerce talent scale-up and digital operations . |
| Walmart | VP, Human Resources | 2016–2018 | Enterprise HR leadership across large-scale retail operations . |
Fixed Compensation
- Base salary was $582,981 (2021), $668,077 (2022), and $675,000 (2023) .
- Annual cash incentive target for 2023 set at 75% of base salary for Non-PEO NEOs like Boone (target bonus equals ~$506,250 = 75% × $675,000) .
| Component (USD) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary | $582,981 | $668,077 | $675,000 |
| Target Bonus % | n/a | n/a | 75% |
| New-hire/Transition Bonus | $2,300,000 | $830,000 | $380,000 |
Notes: 2023 new-hire transition payment is subject to partial repayment if leaving prior to the third anniversary of start date .
Performance Compensation
Annual Cash Incentive (eIP) Design
- Metrics: FX-neutral revenue threshold; if met, payout based on Non-GAAP net income (75% weighting) and individual performance (25%); Buyer CSAT “kicker” can increase the net income portion by 5% if certain conditions are met .
- 2023 Plan Outcomes: Company performance certified at 174% of target; Boone’s performance payout as % of target was 166% with an actual award of $842,906 .
| Metric | Weighting | Target | Actual/Payout | 2023 Award (USD) | Vesting |
|---|---|---|---|---|---|
| FX-neutral revenue (threshold only) | Threshold gate | Threshold only | Met (enabled financial component) | n/a | Annual cash payout |
| Non-GAAP net income | 75% | Part of aggregate target | Certified 174% (company component) | Included in $842,906 | Annual cash payout |
| Individual performance | 25% | Part of aggregate target | Boone payout 166% of target overall | $842,906 | Annual cash payout |
| Buyer CSAT kicker | +5% on net income component | Target met required for kicker | Not factored in 2023; CSAT below target | n/a | Annual cash payout |
Calculated target bonus for 2023: ~$506,250 (75% × $675,000 base) .
Long-Term Incentive Structure
- Time-based RSUs: Quarterly vesting over four years, subject to continued employment .
- PBRSUs: Three-year performance period; metrics include FX-neutral revenue and Non-GAAP operating margin dollars with ROIC and relative TSR modifiers; 100% of earned PBRSUs vest in March after the performance period .
- Former PBSOs: 2022–2024 PBSOs fully vested; a portion of 2023–2025 PBSOs remain outstanding for certain NEOs (Boone granted PBSOs in 2023) .
| 2023 Grants (Boone) | Threshold (#) | Target (#) | Max (#) | Grant Date | Notes |
|---|---|---|---|---|---|
| PBRSUs (2022–2024 performance cycle accounted in 2023) | — | 10,112 | 26,797 | 1/1/2023 | Earned shares vest March following period end; performance metrics include FX-neutral revenue, non-GAAP op margin dollars; ROIC and rTSR modifiers . |
| PBRSUs (2023–2025 performance cycle) | — | 14,815 | 39,260 | 4/1/2023 | Same performance/vesting mechanics as above . |
| RSUs | — | 44,445 | — | 4/1/2023 | Time-based, quarterly vesting over four years . |
| PBSOs (2023–2025) | — | 76,241 unexercisable | 38,120 unearned | 4/1/2023 | Strike $44.37; expires 4/1/2033 . |
Equity Ownership & Alignment
- Beneficial ownership as of April 15, 2024: 126,872 shares; includes 60,095 options exercisable within 60 days; less than 1% of outstanding shares (507,401,884) .
- Stock ownership guidelines: Executives must hold eBay common stock equal to 3× salary (6× for CEO); all executives and directors were in compliance as of Dec 31, 2023 and Dec 31, 2024 .
- Hedging and pledging: Prohibited for directors and executive officers .
| Ownership Detail | Value |
|---|---|
| Shares beneficially owned (Apr 15, 2024) | 126,872 |
| Options exercisable within 60 days | 60,095 |
| Shares outstanding (Apr 15, 2024) | 507,401,884 |
| Ownership % of shares outstanding | ~0.025% (126,872 ÷ 507,401,884) |
| Ownership guideline | 3× salary (executives); compliance affirmed |
| Hedging/Pledging | Prohibited |
Outstanding Equity Awards (as of Dec 31, 2023)
| Award Type | Units | Market/Payout Value (USD) | Key Terms |
|---|---|---|---|
| RSUs (4/1/2021) | 18,756 | $818,137 | Quarterly vesting . |
| RSUs (3/15/2021) | 10,150 | $442,743 | Quarterly vesting . |
| RSUs (4/1/2022) | 9,101 | $396,986 | Quarterly vesting . |
| RSUs (4/1/2023) | 36,112 | $1,575,205 | Quarterly vesting . |
| PBRSUs (unearned; 4/1/2022) | 80,390 | $3,506,629 | 3-year performance; vest in March post-period; ROIC & rTSR modifiers . |
| PBRSUs (unearned; 4/1/2023) | 117,779 | $5,137,531 | 3-year performance; vest in March post-period; ROIC & rTSR modifiers . |
| PBSO (4/1/2022) | 52,021 unexercisable; 26,010 unearned | Strike $57.71; expires 4/1/2032 | Former PBSO program mechanics . |
| PBSO (4/1/2023) | 76,241 unexercisable; 38,120 unearned | Strike $44.37; expires 4/1/2033 | Former PBSO program mechanics . |
Employment Terms
- Participation: Boone participates in the SVP and Above Standard Severance Plan and the Change in Control Severance Plan for Key Employees .
- Severance Outside Change in Control (CIC): 1× salary + 1× target eIP cash incentive; prorated eIP for year of termination; 12 months health coverage; acceleration for RSUs vesting within 12 months; PBRSUs prorated based on actual performance with an additional 12 months service credit; PBSO acceleration of awards vesting within 12 months; company may elect cash in lieu of accelerated vesting in certain cases .
- Severance In Connection with CIC (double-trigger only, no single-trigger payouts): 2× salary + 2× target eIP cash incentive; prorated eIP at target; 24 months health coverage; 100% acceleration of RSUs; PBRSUs and PBSOs deemed earned at target or greater based on completed performance; company may elect cash in lieu of acceleration .
- Clawbacks: Legacy clawback on incentives; supplemental clawback adopted in 2023 to comply with SEC/Nasdaq rules .
- Tax gross-up: No tax gross-ups for change in control benefits .
- Hedging/Pledging: Prohibited, reducing misalignment risk .
| Scenario | Cash Severance | Health Coverage | Equity Treatment | Other |
|---|---|---|---|---|
| Termination outside CIC | 1× salary + 1× target eIP; prorated eIP for year | 12 months | RSUs: accelerate 12 months; PBRSUs: pro rata on actual performance with +12 months; PBSOs: accelerate 12 months; cash in lieu at company’s election | Payment of any unpaid new-hire “make-good” . |
| Termination in CIC (double-trigger) | 2× salary + 2× target eIP; prorated eIP at target | 24 months | RSUs: 100% accelerate; PBRSUs/PBSOs deemed earned (target or greater for completed periods); cash in lieu at company’s election | No single-trigger; no tax gross-ups . |
Compensation Structure Analysis
- Mix: Heavy equity weighting via RSUs, PBRSUs, and PBSOs; quarterly RSU vesting plus multi-year PBRSU performance cycles align pay with long-term operating and TSR outcomes .
- Annual incentive rigor: Multi-metric structure with FX-neutral revenue gate and a 75% weighting on Non-GAAP net income supports pay-for-performance; individual component at 25% allows differentiation while remaining capped by company results .
- Equity program evolution: 2022–2024 PBSOs fully vested; 2023–2025 PBSOs remain outstanding for some NEOs; company reduced equity spend in 2024 to balance competitiveness and dilution .
- Governance “guardrails”: No hedging/pledging, no single-trigger CIC severance, no option repricing without shareholder approval, and robust clawback policies .
Investment Implications
- Retention and selling pressure: Quarterly RSU vesting and sizable unearned PBRSUs through the 2023–2025 cycle, plus PBSOs expiring 2032–2033, suggest ongoing vesting supply and retention hooks; absence of hedging/pledging reduces forced-selling risk .
- Alignment: Ownership guidelines (3× salary) with confirmed compliance and multi-year PBRSU metrics (FX-neutral revenue, margin dollars, ROIC, rTSR modifiers) tightly align incentives with profitable growth and capital efficiency as well as stock performance relative to peers .
- Downside protection vs. incentives: Severance provides moderate protection (1× cash outside CIC; 2× in CIC) without single-trigger acceleration, preserving alignment while offering retention stability .
- Performance signaling: 2023 eIP payout at 166% for Boone reflects strong company-certified results (174%), though CSAT kicker was not utilized; continued emphasis on FX-neutral revenue and non-GAAP profitability should keep incentives focused on core operating leverage .