E. Carol Hayles
EBAYAbout E. Carol Hayles
Independent director since 2020; age 64. Former Executive Vice President and CFO of CIT Group (2015–2017) and prior Controller/Principal Accounting Officer (2010–2015); 24 years at Citigroup culminating as Deputy Controller; early career at PwC; BBA from York University (Toronto). Recognized by eBay’s Board as an audit committee financial expert; serves as Audit Committee Chair and on the Corporate Governance & Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIT Group Inc. | Executive Vice President & Chief Financial Officer | Nov 2015 – May 2017 | Oversaw accounting, tax, treasury, FP&A, investor relations |
| CIT Group Inc. | Controller & Principal Accounting Officer | Jul 2010 – Nov 2015 | Led SEC and regulatory reporting |
| Citigroup Inc. | Deputy Controller; various finance roles | ~24 years (prior to 2010) | Senior financial leadership; external reporting |
| PwC (Toronto) | Accountant (Canadian Chartered Accountant) | 1985–2009 | Accounting credentials foundational to audit oversight |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Webster Financial Corporation | Director | Since 2018 | Chair, Audit Committee; Member, Risk Committee |
| Avantax, Inc. | Director | 2018 – Nov 2023 | Audit Committee member |
Board Governance
- Committees: Audit (Chair) and Corporate Governance & Nominating (member) .
- Audit Committee: Determined an “audit committee financial expert”; 8 meetings in 2024; members Hayles (Chair), Zane Rowe, Perry Traquina .
- Independence: eBay Board determined 10 of 11 directors are independent; Hayles is independent under Nasdaq and eBay guidelines .
- Attendance: Board held 5 meetings in 2024; all then-serving directors attended at least 75% of Board and committee meetings .
- Board leadership: Independent Chair; separate Chair and CEO; robust governance practices (majority vote resignation policy, proxy access, anti-hedging/pledging, clawbacks) .
- Stockholder engagement: Offered meetings to 37 investors (~69% of shares); 11 meetings (~10% of shares) since Jan 2024 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $134,599 | $133,000 |
| Stock Awards ($) | $250,000 | $250,000 |
| Total ($) | $384,599 | $383,000 |
Director retainer/fees applicable to Hayles’ roles (2024 program):
- Board retainer: $80,000
- Audit Chair: $25,000
- Audit Committee member: $18,000
- CGNC member: $10,000
- No meeting fees; option to take cash fees in stock (not indicated for Hayles)
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| Annual RSU grant (shares) | 5,669 RSUs (=$250,000 grant-date fair value) | 4,644 RSUs (=$250,000 grant-date fair value) |
| Vesting | Fully vests at earlier of 1-year anniversary or next annual meeting | Fully vests at earlier of 1-year anniversary or next annual meeting |
| Change-in-control | Unvested director RSUs accelerate and become fully vested | Unvested director RSUs accelerate and become fully vested |
Notes:
- Director equity is time-based RSUs (no performance metrics tied to director equity) .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Considerations |
|---|---|---|
| Webster Financial Corporation | Financials (Bank) | Standard board service; eBay policy requires audit committee review of related person transactions; none reported since Jan 1, 2024 |
| Avantax, Inc. (prior) | Financials | Prior service ended Nov 2023; no eBay-related person transactions reported |
Expertise & Qualifications
- Finance, accounting, SEC reporting (CFO/Controller roles); designated audit committee financial expert .
- Strategy, transactions/M&A, leadership experience from CIT and Citigroup .
- Governance: CGNC service and external audit chair experience at Webster .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficially owned eBay shares (Apr 15, 2025) | 18,675; <1% of outstanding |
| RSUs held as of 12/31/2024 (director equity) | 4,644 |
| DSUs held as of 12/31/2024 | 0 |
| Ownership guidelines (directors) | Hold eBay stock valued at 5x annual board retainer; all directors compliant as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors |
Governance Assessment
- Strengths: Independent director with deep finance/accounting expertise; Audit Chair; designated financial expert; strong attendance; robust governance framework (majority vote, proxy access, anti-hedging/pledging, clawbacks); compliance with ownership guidelines .
- Compensation alignment: Director pay aligns with market median via Pay Governance; equity-heavy (annual RSUs with clear vesting; change-in-control clarity) .
- Shareholder signals: Strong say‑on‑pay support (86% in 2024; 83% in 2023), and ongoing investor engagement indicates responsiveness .
- Conflicts/related-party: Audit Committee oversees related person transactions; none requiring disclosure since Jan 1, 2024 (and since Jan 1, 2023 in prior proxy) .
- RED FLAGS: None disclosed on pledging/hedging, related-party transactions, attendance shortfalls, or option repricing; director equity has standard vesting and acceleration terms .