Paul S. Pressler
EBAYAbout Paul S. Pressler
Independent Chair of the Board at eBay since June 2020 and director since 2015, Paul S. Pressler (age 68) is an Operating Advisor at Clayton, Dubilier & Rice (CD&R), and former CEO of The Gap, Inc. (2002–2007). He previously spent 15 years at The Walt Disney Company in senior roles (Chairman of Parks & Resorts; President of Disneyland; President of The Disney Stores). He holds a B.S. from SUNY Oneonta and currently serves on the board of Revlon Group Holdings LLC. He is classified as an independent director; 10 of 11 eBay directors are independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Gap, Inc. | President & Chief Executive Officer | 2002–2007 | Led global retail turnaround experience |
| The Walt Disney Company | Chairman, Parks & Resorts; President, Disneyland; President, The Disney Stores | ~15 years (prior to 2002) | Senior operating leadership across consumer/experiential businesses |
| David’s Bridal, Inc. | Chairman | 2012–2018 | Portfolio leadership (CD&R affiliation) |
| AssuraMed Holding, Inc. | Chairman | 2010–2013 | Portfolio leadership (CD&R affiliation) |
| SiteOne Landscape Supply, Inc. | Chairman | 2013–2017 | Portfolio leadership (CD&R affiliation) |
| Wilsonart International Holdings, LLC | Chairman | 2012–Mar 2024 | Portfolio leadership (CD&R affiliation) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clayton, Dubilier & Rice, LLC | Operating Advisor (former Partner 2009–2020) | 2020–present | Private equity operating advisor; former partner (2009–2020) |
| Revlon Group Holdings LLC | Director | Current | Private company board |
Board Governance
| Committee | Role | Meetings in 2024 | Scope/Notes |
|---|---|---|---|
| Corporate Governance & Nominating (CGNC) | Chair | 4 | Board size/composition, evaluations, governance principles, sustainability/political spending oversight |
| Risk Committee | Member | 3 | Enterprise risk oversight (geopolitics, fraud, regulatory compliance), ERM framework |
- Independent Chair with separate CEO role; Pressler has chaired eBay’s Board since June 2020. Chair duties include agenda-setting, succession planning, allocating risk oversight, and stockholder engagement when appropriate .
- Independence: 10 of 11 directors independent under Nasdaq and eBay guidelines .
- Attendance: Board held 5 meetings in 2024; each then-serving director attended at least 75% of Board and relevant committee meetings .
- Executive sessions: Independent directors regularly meet in executive session at Board and committee levels .
- Stockholder engagement: Since Jan 2024, outreach to investors representing ~69% of shares; 11 meetings representing ~10% of shares .
Fixed Compensation
Director compensation program (cash and equity) and Pressler’s 2024 outcomes.
- Director program (2024):
- Cash retainers: Independent director $80,000; Board Chair +$100,000; Committee chair fees (CGNC $15,000; Risk $15,000); Committee member fees (Risk $10,000) .
- Equity: Annual RSU $250,000 (non-employee director) or $350,000 for Board Chair; vests at earlier of first anniversary or next annual meeting; accelerates on change in control .
| Item | Amount (USD) | Detail |
|---|---|---|
| Fees earned or paid in cash (Pressler, 2024) | 220,124 | Elected to receive shares in lieu of cash (4,323 shares) |
| Stock awards (RSUs) (Pressler, 2024) | 350,000 | Annual Chair RSU grant |
| Total (Pressler, 2024) | 570,124 | Sum of cash-equivalent and RSU grant |
| 2024 Director Compensation Program – Cash Retainers | Amount (USD) |
|---|---|
| Independent Director annual retainer | 80,000 |
| Board Chair additional retainer | 100,000 |
| CGNC Chair fee | 15,000 |
| Risk Committee member fee | 10,000 |
| 2024 Director Compensation Program – Equity | Amount (USD) |
|---|---|
| Annual RSU (Board Chair) | 350,000 |
| Annual RSU (Independent Director) | 250,000 |
| Vesting/cycle | Full vest at earlier of 1-year or next annual meeting; accelerates on CIC |
Notes: Directors may elect shares in lieu of cash retainers; Pressler converted $220,124 into 4,323 shares in 2024, increasing alignment .
Performance Compensation
Non-employee directors do not receive performance-based compensation (no bonus, no PBRSUs). Equity awards are time-based RSUs.
| Metric/Plan Element | Status | Notes |
|---|---|---|
| Performance-based metrics for director pay | Not applicable | Director equity is time-based RSUs; no performance conditions |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None (reduces over-boarding risk) |
| Private company boards | Revlon Group Holdings LLC – Director (current) |
| Potential interlocks | None disclosed |
Expertise & Qualifications
- Investment/Finance; Transactions/M&A (CD&R operating advisor, former partner) .
- Leadership, Management; Product/Marketing/Media; E‑commerce/Retail; Strategy (Gap CEO; Disney senior leadership) .
- Experience span reflected in director skills matrix (strategy, investment/finance, retail/e‑commerce, leadership) .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Total beneficial ownership (as of 4/15/2025) | 88,705 shares; less than 1% of outstanding |
| Director RSUs held (12/31/2024) | 6,501 RSUs |
| Director DSUs held (12/31/2024) | 1,128 DSUs |
| Hedging/pledging | Prohibited for directors (policy) |
| Ownership guidelines | Directors must hold 5× annual board retainer; all directors in compliance as of 12/31/2024 |
Vesting mechanics for director RSUs: full vesting at earlier of one year from grant or next annual meeting; full acceleration on change in control .
Governance Assessment
- Board effectiveness and independence: As independent Chair, Pressler leads agenda-setting, succession, and risk allocation, with the Board maintaining a separate CEO role; 10/11 directors are independent, and independent directors meet in executive session—factors that support robust oversight and investor confidence .
- Committee leadership: As CGNC Chair and Risk member, Pressler influences director selection, board evaluations, governance updates, sustainability/political spending oversight, and ERM—key levers for long-term governance quality .
- Alignment and ownership: Pressler elected to receive cash fees in eBay shares (4,323 shares) and holds RSUs/DSUs in addition to beneficial ownership; directors comply with 5× retainer ownership guidelines; hedging/pledging prohibited—strong alignment signals .
- Attendance and engagement: Board met 5× in 2024; all directors attended ≥75% of applicable meetings; the Board maintains active investor outreach (offered to investors representing ~69% of shares), indicating engagement under Pressler’s chair role .
- Compensation structure: Director pay is predominantly equity (time-based RSUs), with reasonable cash retainers and no performance bonuses; change-in-control RSU acceleration for directors is standard but noteworthy .
- Conflicts/related-party exposure: Pressler’s CD&R affiliation is mitigated by eBay policies requiring disclosure and review of potential conflicts; the Audit Committee reviews related-person transactions, and none were reported since Jan 1, 2024—no red flags disclosed .
- Shareholder say-on-pay context: 2024 say-on-pay received ~86% approval, signaling broad support for compensation governance under current board leadership .
Potential considerations:
- Role concentration: Chairing both the Board and CGNC centralizes governance influence; mitigants include majority-vote director elections with resignation policy, independent committee structure, and ongoing board refreshment (average tenure 5.4 years; six new independent directors since 2020) .
- CIC vesting: Full acceleration of director RSUs on a change in control is common but can be scrutinized by some investors; however, overall program remains market-standard with no hedging/pledging and robust stock ownership guidelines .
Overall: Pressler’s profile reflects deep operating and governance expertise, strong independence and shareholder-aligned behaviors (cash-to-stock election, compliance with ownership guidelines), and no disclosed related-party or attendance red flags. The combination of independent chairmanship, CGNC leadership, and active investor engagement supports board effectiveness and investor confidence .