Julie Loeger
EBAYAbout Julie Loeger
Julie Loeger is Senior Vice President and Chief Growth Officer at eBay, serving in this role since January 2021; she is 61 years old and previously spent 29 years at Discover, most recently as Executive Vice President and President—U.S. Cards (2018–January 2021), with earlier marketing roles at Anheuser-Busch . Company performance during her tenure includes FY2024 revenue of $10.3B (+2% FX-neutral), GMV of $74.7B (+2% as-reported), and GAAP net income of $2.0B; eBay generated $2.4B operating cash flow and $2.0B free cash flow in 2024, while returning $3.7B to shareholders (repurchases + dividends) . Performance-based equity for the 2022–2024 PBRSU cycle paid out at 112% of target (three-year average revenue/operating margin performance 107% with a 105% rTSR modifier), indicating above-target multi-year results alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Discover Financial Services | Executive Vice President; President—U.S. Cards | 2018–Jan 2021 | Led U.S. Cards across rewards, portfolio marketing, acquisition, brand and product development |
| Discover Financial Services | Various leadership positions | Prior years within 29-year tenure (not individually disclosed) | Leadership across rewards, portfolio marketing, acquisition, brand management, product development |
| Anheuser-Busch | Marketing positions | Not disclosed | Early career marketing roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy does not list current public-company boards for Loeger |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 688,462 | 700,000 | 700,000 |
| Target Annual Cash Incentive (% of Salary) | 100% | 75% | 75% |
| Actual Annual Cash Incentive ($) | 487,947 | 905,625 | 759,938 |
| Bonus ($) | 800,000 | 500,000 | — |
| Perquisites/All Other Compensation ($) | 167,431 | 27,665 | 14,800 (includes $1,000 for security/IT support) |
| Total Compensation ($) | 5,991,336 | 7,171,388 | 7,629,278 |
Performance Compensation
| Component | Core Design / Metrics | Weighting / Targets | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual cash incentive (eIP) | FX-neutral revenue threshold; Non-GAAP net income (75%); Individual performance (25%); CSAT “kicker” +5% if NI at/above target | Company component pays 0–200% (up to 220% with CSAT); Individual 0–200% modified 80–120% by company result | FY2024 company component certified at 123%; Loeger total eIP earned 145% of target, $759,938 | Annual payout; individual component upward-modified +20% due to above-target company performance |
| PBRSUs (3-year) | Annual FX-neutral revenue (50%) and Non-GAAP operating margin dollars (50%); ROIC modifier (±15% per year); 3-year rTSR modifier (±15%; cannot increase payout if TSR negative) | Earn range 0–265% of target; targets set consistent with annual budget and macro environment | 2022–2024 cycle paid 112% overall (three-year average 107% fundamentals; rTSR 105%) | 100% of earned shares vest in March following cycle end (e.g., March 2025 for 2022–2024) |
| Former PBSOs (Options) | Ads + Payments revenue unlocks (25% increments across four goals) | Target unlock at 50%; max at 100% | 2022–2024 cycle unlocked 75% (third goal achieved); 2023–2025 cycle unlocked 100% (third and fourth goals achieved) | Earned options vest on time schedule across March 2024–March 2026, subject to employment |
FY2024 eIP detail (Loeger)
| Item | Value |
|---|---|
| Target % of Salary | 75% |
| Company performance payout | 123% |
| Individual performance modifier | +20% due to above-target company result |
| Total payout as % of target | 145% |
| Cash received ($) | $759,938 |
PBRSU 2022–2024 cycle mechanics and payout
| Year | FX-Neutral Revenue | Non-GAAP Op. Margin $ | ROIC | Annual payout |
|---|---|---|---|---|
| 2022 | $9.83B vs $10.44B target | $2.94B vs $3.23B target | 27.8% vs 30.5% target | 51% |
| 2023 | $9.80B vs $9.61B target | $2.77B vs $2.67B target | 27.8% vs 25.4% target | 169% |
| 2024 | $10.24B vs $10.28B target | $2.89B vs $2.92B target | 31.1% vs 30.0% target | 99% |
| 3-year rTSR modifier | 105% | |||
| Final PBRSU payout | 112% of target |
PBSO options earned and vesting (Loeger)
| Cycle | Options Available | % Earned | Options Earned | Strike | Key Vesting Dates |
|---|---|---|---|---|---|
| 2022–2024 | 123,858 | 75% | 92,895 | $57.71 (Apr 1, 2022 grant) | 50% earned on 2023 performance vests 2/3 Mar 2024 and 1/3 Mar 2025; 25% earned on 2024 performance fully vests Mar 2025 |
| 2023–2025 | 190,602 | 100% | 190,602 | $44.37 (Apr 1, 2023 grant) | 50% earned on 2023 performance vests 1/3 each Mar 2024, Mar 2025, Mar 2026; 50% earned on 2024 performance vests 2/3 Mar 2025, 1/3 Mar 2026 |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (Apr 15, 2025) | 343,247 shares; less than 1% of outstanding shares |
| Options exercisable within 60 days | 219,965 options (Loeger) |
| Ownership guidelines | Execs must hold eBay stock valued at 3x salary (CEO 6x); all execs and directors were in compliance as of Dec 31, 2024 |
| Hedging / pledging | Company policy prohibits hedging and pledging by directors and executive officers |
| Upcoming vesting (potential supply) | Remaining PBSO tranches vest Mar 2025–Mar 2026; RSUs quarterly over four years; PBRSUs 2023–2025 vest in Mar 2026 (subject to performance and service) |
Employment Terms
| Provision | Standard / Change-in-Control Terms | Notes |
|---|---|---|
| Plan participation | Eligible under SVP-and-Above Standard Severance Plan and Change in Control Severance Plan | |
| Severance (outside CoC) | 1x salary + 1x bonus (CFO same; CEO 2x salary + 2x bonus); prorated eIP for year; 12 months health premiums (CEO 24 months); acceleration of RSUs scheduled to vest within 12 months; PBRSU pro-rata to original vest date with added period (18 months CFO; 24 months CEO; 12 months others); PBSO acceleration of options that would vest within next 12 months (CFO 18; CEO 24) | |
| Change-in-control (double trigger) | 2x salary + 2x target eIP; prorated eIP; 24 months health premiums; 100% acceleration of RSUs; PBRSUs deemed earned at target (if performance undetermined); PBSOs deemed earned at greater of target or actual for completed years; no single-trigger cash severance; no tax gross-ups | |
| Clawbacks | 2014 policy for misconduct or material harm; 2023 supplemental clawback compliant with SEC/Nasdaq (includes “little r” restatements) | |
| Anti-hedging/pledging | Prohibited for directors/executives |
Compensation Structure Analysis
- Equity/cash mix heavily favors equity; target pay benchmarked around the 50th percentile of peer group; limited perquisites; no repricing of underwater options without shareholder approval .
- 2024 equity awards used core mix of 60% PBRSUs and 40% RSUs; no new option grants in 2024, with PBSOs from prior years determining earned options based on Ads and Payments revenue .
- Say-on-pay support remained strong at ~86% in 2024, and Pay Governance serves as independent compensation consultant; stockholder engagement informs design changes .
- Option grant policy standardizes timing (annual awards April 1; new hire 15th of month after start), with blackout-period practices and no timing around MNPI; grants not timed to earnings releases .
Performance & Track Record
- 2024 business execution highlights include AI-powered bulk listing expansion to all U.S. categories, ads revenue of $445M in Q4 (first-party $434M, +18% as-reported), and payments partnerships expansion (Klarna across multiple EU markets; Riverty monthly invoice in Germany) .
- 2024 financial outcomes supported above-target eIP performance (company component 123%) and above-target multi-year PBRSU payout (112% for 2022–2024), indicating pay-for-performance alignment .
Risk Indicators & Red Flags
- Anti-hedging and anti-pledging policies apply to executives; no single-trigger severance; clawbacks exceed SEC requirements; the Company discloses no related-party transactions requiring disclosure since Jan 1, 2024 .
- No repricing/buyouts of underwater options without shareholder approval .
Equity Incentive Vesting and Insider Selling Pressure
- Meaningful PBSO tranches vest through March 2026 (100% earned for 2023–2025, 75% for 2022–2024), implying potential supply as options become exercisable; RSUs vest quarterly; PBRSUs (2023–2025) vest March 2026 (subject to performance and continued service) .
- Company requires executives to retain shares until meeting stock ownership guidelines (3x salary), which mitigates some sale pressure; hedging/pledging prohibited .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~86%; ongoing engagement with investors on sustainability, governance, compensation, and capital allocation .
- Compensation remains designed around multi-metric pay-for-performance with clawbacks and stock ownership guidelines .
Expertise & Qualifications
- Extensive consumer financial services leadership at Discover (U.S. Cards) and earlier marketing experience; current role as eBay Chief Growth Officer since January 2021 .
Work History & Career Trajectory
| Employer | Role | Tenure | Notes |
|---|---|---|---|
| eBay | SVP, Chief Growth Officer | Jan 2021–present | Growth leadership across product, marketing, and monetization |
| Discover Financial Services | EVP; President—U.S. Cards | 2018–Jan 2021 | Led key consumer card business |
| Discover Financial Services | Multiple leadership roles | 29-year tenure | Rewards, portfolio marketing, acquisition, brand management, product development |
| Anheuser-Busch | Marketing positions | Not disclosed | Early career marketing roles |
Compensation Committee Analysis
- CHCC chaired by Adriane M. Brown; independent members; uses Pay Governance as independent consultant; targets median peer benchmarking and reviews risk of comp programs .
- Equity plan seeks shareholder approval for added shares with governance safeguards (no evergreen, no repricing, minimum vesting limitations, performance-based vesting treated at target if not assumed in CoC) .
Investment Implications
- Alignment: Loeger’s pay is predominantly performance-based (PBRSUs + eIP), with multi-year PBRSU payout at 112% and FY2024 eIP at 145% indicating linkage to revenue, margin and ROIC outcomes; ownership guidelines and anti-hedging/pledging strengthen alignment .
- Near-term supply dynamics: Significant PBSO/RSU/PBRSU vesting through March 2026 may create selling pressure around vest dates, partially offset by retention/ownership requirements .
- Risk controls: Strong clawback policies, no single-trigger severance, and no option repricing suggest lower governance risk; continued investor say-on-pay support (~86%) signals acceptance of program design .