Jamie Iannone
EBAYAbout Jamie Iannone
Jamie Iannone (age 52) is President and CEO of eBay (since April 27, 2020) and a member of the Board. He holds a BS in Operations Research from Princeton and an MBA from Stanford GSB. 2024 operating highlights under his leadership: revenue $10.3B (+2% YoY FX-neutral), GMV $74.7B (+2% as-reported), GAAP net income $2.0B (diluted EPS $3.95), operating cash flow $2.4B, free cash flow $2.0B, with $3.7B returned to shareholders; first-party ads grew 18% YoY in Q4 to $434M, 2.3% of GMV . CEO pay is highly performance-based (over 95% variable); 2024 target mix 86% equity/14% salary+bonus; long-term PBRSUs for the 2022–2024 cycle paid at 112% on above-target ROIC/revenue/operating margin and a 105% rTSR modifier; 2024 annual incentive paid at 145% of target for the CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| eBay Inc. | Various roles (Product Marketing, Search, Buyer Experience) | 2001–2009 | Led key product and buyer experience functions during early marketplace scale-up . |
| Walmart Inc. | CEO of SamsClub.com; EVP Membership & Technology, Sam’s Club | 2014–2020 | Grew SamsClub.com and Sam’s Club membership base, driving omnichannel initiatives . |
| Walmart eCommerce | Chief Operating Officer (responsible for Store No. 8 incubator) | 2020 (earlier in 2020) | Oversaw eCommerce operations and incubation of new retail tech concepts . |
| Barnes & Noble, Inc. | EVP, Digital Products (NOOK devices/content, partnerships) | Not disclosed | Delivered device/software/content partnerships and digital product strategy . |
| Epinions.com; Booz Allen Hamilton | Roles not specified | Not disclosed | Early career operating/consulting experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Children’s Place | Director (prior) | Not disclosed | Prior public company board service . |
| Other current public boards | — | — | None . |
Fixed Compensation
- 2024 base salary: $1,000,000 .
- Perquisites: company 401(k) match $13,800; personal aviation/security support per third‑party risk study ($102,528 aircraft incremental cost; $23,087 security/IT support) .
Multi-year CEO reported pay (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,000,000 | $1,000,000 | $1,000,000 |
| Stock Awards (RSUs, PBRSUs grant-date value) | $10,103,040 | $12,904,448 | $16,315,235 |
| Option Awards | $3,747,722 | $4,141,196 | — |
| Non-Equity Incentive (Annual Bonus) | $1,722,000 | $3,330,000 | $2,895,000 |
| All Other Compensation | $377,563 | $185,025 | $139,415 |
| Total | $16,950,325 | $21,560,669 | $20,349,650 |
2024 target compensation design:
| Component | Target | Notes |
|---|---|---|
| Base Salary | $1,000,000 | — |
| Target Annual Cash Incentive (eIP) | $2,000,000 (200% of salary) | 75% company, 25% individual . |
| Target Equity | $18,900,000 | Target equity guidance reduced ~10% YoY in 2024 . |
| Pay Mix | 86% equity / 14% salary+bonus | Over 95% performance/stock-price based . |
Performance Compensation
Annual incentive plan (eIP) – 2024 outcome (CEO):
- Structure: revenue threshold; non-GAAP net income drives 75% “company” component (0–200% plus up to +5% CSAT kicker at/above target); 25% “individual” component with a company-performance modifier (80%–120%) .
- Results: Company component certified at 123% of target (CHCC adjusted NI for unforeseen M&A impact); CSAT kicker not applied; CEO individual component set at 175% and modified +20%; total CEO payout 145% of target ($2,895,000) .
| Metric | Weight | Target/Design | Actual/Decision | Payout Effect |
|---|---|---|---|---|
| FX-neutral Revenue | Threshold gate | Must meet threshold before payout | Threshold met | Unlocks plan . |
| Non-GAAP Net Income | 75% (company) | 0–200% scale vs target | Certified 123% (adjusted for M&A) | 123% on 75% weight . |
| CSAT “kicker” | Up to +5% on company component | Applies only if NI ≥ target | Below target (not applied) | No impact . |
| Individual Performance (CEO) | 25% | 0–200% with 80–120% company modifier | 175% set; +20% modifier | Contributes to 145% total payout . |
Long-term PBRSUs (Performance-Based RSUs):
- Design: three 1-year financial periods (FX-neutral revenue 50%, non-GAAP operating margin dollars 50%), each adjusted by ROIC (+/−15%), then a 3‑year relative TSR modifier (+/−15%; cannot increase payout if TSR negative); 100% of earned vests in March after year 3 .
- 2022–2024 cycle payout: 112% of target; annual financial payouts: 51% (2022), 169% (2023), 99% (2024); three-year average 107%; 3‑year rTSR modifier 105% .
| PBRSU Metrics | 2022 | 2023 | 2024 | 3-Year/Final |
|---|---|---|---|---|
| FX-Neutral Revenue (Target vs Actual) | $10.44B vs $9.83B | $9.61B vs $9.80B | $10.28B vs $10.24B | — |
| Non-GAAP Op Margin $ (Target vs Actual) | $3.23B vs $2.94B | $2.67B vs $2.77B | $2.92B vs $2.89B | — |
| ROIC modifier | 27.8% vs 30.5% target | 27.8% vs 25.4% target | 31.1% vs 30.0% target | — |
| Annual Payout | 51% | 169% | 99% | Avg 107% |
| rTSR Modifier | — | — | — | 105% |
| Final Payout | — | — | — | 112% |
Former performance-based stock options (PBSOs):
- Performance goals: Total Ads + Payments revenue “unlock” thresholds; each unlock earns 25% of options; time-based vesting after each unlock through March of subsequent years .
- 2022–2024 PBSO: Unlock #3 achieved in 2024; 75% earned; 25% forfeited; exercise price $57.71 (CEO) .
- 2023–2025 PBSO: Unlocks #3 and #4 achieved by 2024; 100% earned; exercise price $44.37 (CEO) .
CEO PBSO awards earned and vesting:
| Cycle | Exercise Price | Options Available | % Earned | Options Earned | Time-Based Vesting of Earned Options |
|---|---|---|---|---|---|
| 2022–2024 | $57.71 | 445,888 | 75% | 334,417 | 50% earned on 2023 performance: 2/3 Mar-2024, 1/3 Mar-2025; 25% earned on 2024 performance: fully vests Mar-2025 . |
| 2023–2025 | $44.37 | 640,420 | 100% | 640,420 | 50% earned on 2023: 1/3 each Mar-2024, Mar-2025, Mar-2026; 50% earned on 2024: 2/3 Mar-2025; 1/3 Mar-2026 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,351,473 shares/derivatives; less than 1% of shares outstanding . |
| Within 60 days: options exercisable | 761,365 options exercisable within 60 days of Apr 15, 2025 . |
| Stock ownership guidelines | CEO required ownership = 6x salary; executives must retain 50% of net shares until guideline met; all executives/directors in compliance as of 12/31/24 . |
| Hedging/pledging | Hedging and pledging prohibited for directors and executive officers . |
| RSU vesting cadence | RSUs vest quarterly over four years (generally 6.25% per quarter) . |
| PBRSU vesting | 100% of any earned shares vest in March after the three‑year performance period (e.g., Mar 2025 for 2022–2024) . |
Implications for supply/pressure:
- Large option tranches vest in March 2025 and March 2026; RSUs vest quarterly—potential episodic selling windows; hedging/pledging bans reduce forced sale risk .
Employment Terms
| Topic | Terms (CEO) |
|---|---|
| Start date / Role | President & CEO since April 27, 2020; director since 2020 . |
| Standard Severance (outside CIC) | 2x salary + 2x target bonus; pro‑rated eIP; 24 months health coverage; equity: RSUs that would vest in next 12 months accelerate (cash in lieu possible); PBRSUs pro rata based on actual performance and service plus 24 months; PBSOs: 100% of earned options that would vest within 24 months accelerate . |
| CIC Severance (double-trigger) | 2x salary + 2x target eIP; pro‑rated eIP; 24 months health coverage; no tax gross‑ups (cut-back if >4999 excise applies) . |
| CIC equity treatment | If not assumed in a CIC: RSUs 100% accelerate; PBRSUs deemed earned at target for periods not yet determined; PBSOs deemed earned at greater of target or actual for completed annual periods; cash in lieu may be elected for vesting value . |
| Clawbacks | 2014 policy (misconduct causing reputational harm or material violations and certain restatements for SVP+); 2023 Dodd-Frank/Nasdaq-compliant supplemental clawback for restatements (“big R” and “little r”) . |
Board Governance
| Item | Detail |
|---|---|
| Board role | Director since 2020; no committee memberships . |
| Leadership structure | Separate Chair and CEO; Independent Chair (Paul S. Pressler) since June 2020 . |
| Independence | 10 of 11 directors independent; CEO not independent . |
| Board refreshment | 6 of 10 non-employee directors joined 2020 or later; new Technology Committee formed in 2024 . |
| Attendance | In 2024, Board held 5 meetings; each then‑serving member attended ≥75% of Board/committee meetings . |
| Executive sessions | Independent directors hold regular executive sessions . |
| Insider trading/10b5‑1 policy | Pre-clearance and blackout procedures; Rule 10b5‑1 compliance required . |
Compensation Structure Analysis
- Alignment: Heavy weighting to equity (60% PBRSUs / 40% RSUs) and multi-factor performance (revenue, non-GAAP operating margin dollars, ROIC, rTSR) supports pay-for-performance; CEO 2024 payout of 145% reflects above-target company results and strong individual assessment .
- Changes: 2024 eliminated new PBSOs (after 2022–2023 grants achieved intended objectives), returning to core PBRSU/RSU mix; target equity values reduced ~10% in 2024 to manage dilution .
- Discretion risk: CHCC used discretion to adjust non-GAAP net income for unforeseen M&A when certifying 2024 eIP results (123% company payout); CSAT kicker not applied—a watchpoint for future use of adjustments .
- Good practices: No CIC tax gross-ups; no option repricing; robust anti-hedging/pledging; stock ownership requirements; independent consultant (Pay Governance); target pay around 50th percentile peer median .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~86% of votes cast in favor; ongoing engagement with large holders; program positioned around 50th percentile and strong performance emphasis .
- Governance proposals: Board continues to oppose lowering special meeting threshold to 10% (arguing 20% is appropriate given holder concentration and cost/abuse risk), while maintaining proxy access and other shareholder rights .
Director Compensation (context)
- Director fees/RSUs apply to non‑employee directors only (annual $80k cash; $250k RSUs; Committee/Chair retainers per committee; Chair $100k cash/$350k RSUs). As a management director, Mr. Iannone does not appear in the non‑employee director compensation table .
Expertise & Qualifications
- Deep e-commerce and product leadership (eBay, Walmart/Sam’s Club, Barnes & Noble), with track record in membership growth, digital product development, and marketplace operations .
Investment Implications
- Alignment: Strong linkage of CEO pay to multi-year financials and market-relative TSR, stock ownership requirements, and clawbacks underpin alignment; 2022–2024 PBRSU payout at 112% and 2024 annual bonus at 145% reflect above-target results (balanced by CSAT underperformance), not windfall awards .
- Retention vs. supply: Significant unvested RSUs and earned PBSOs vesting through March 2026 provide retention but may create periodic supply; hedging/pledging bans and ownership guidelines mitigate misalignment risks .
- Governance quality: Separate Chair/CEO, high board independence, no CIC gross‑ups, no option repricing, and strong anti-hedging/pledging/stock ownership practices support governance quality; mindful of discretionary adjustments to non‑GAAP metrics .
- Pay inflation risk: 2024 reduced target equity awards (~10% cut), suggesting discipline on dilution and grant pacing; continued share repurchases offset plan dilution but elevate overhang metrics—monitored via 2025 equity plan share increase proposal .