Perry M. Traquina
EBAYAbout Perry M. Traquina
Former Chairman, CEO, and Managing Partner of Wellington Management Company LLP with a 34-year career at the firm; served as an investor for 17 years and on the management team for the remainder. Age 69; eBay director since 2015; Harvard MBA and Brandeis BA. Currently Risk Committee Chair and Audit Committee member at eBay; designated an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company LLP | Chairman, Chief Executive Officer, Managing Partner | Held the position for a decade until retirement in 2014 | 34-year career; investor for 17 years; extensive leadership and financial strategy experience |
External Roles
| Company | Role | Start Year | Notes |
|---|---|---|---|
| Morgan Stanley | Director | 2015 | Current public company directorship |
| The Allstate Corporation | Director | 2016 | Current public company directorship |
Board Governance
- Independence: Independent director; one of 10 independent nominees out of 11 .
- Committee roles: Risk Committee Chair; Audit Committee member; designated an “audit committee financial expert” by the Board .
- Meetings and attendance: Board held five meetings in 2024; each then-serving Board member attended at least 75% of Board and committee meetings on which they served .
- Committee activity (2024):
- Audit Committee: 8 meetings
- Risk Committee: 3 meetings
- Technology Committee: Created in November 2024; first formal meetings planned in 2025
- Executive sessions: Independent directors hold regularly scheduled executive sessions at both Board and committee meetings .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $123,120 | Traquina elected to receive shares in lieu of cash; fees forgone $123,120 → 2,418 shares received |
| Stock Awards (Annual RSU) | $250,000 | Standard director grant; 4,644 RSUs granted on 6/20/2024; vest upon earlier of first anniversary or next annual meeting |
| Total | $373,120 | 2024 director compensation total |
Director fee schedule and structure (program terms):
- Annual cash retainer: $80,000 for independent directors
- Committee chair/member retainers: Risk Chair $15,000; Audit member $18,000; others per program
- Board Chair RSU: $350,000; other independent directors RSU: $250,000; prorated if partial year
- Option grants: None in 2024 for directors
Performance Compensation
Director equity is time-based (no performance metrics) and vests at the earlier of one year from grant or the next annual meeting; unvested director RSUs accelerate on change-in-control if awards are not assumed .
For context, eBay’s executive performance metrics (not applied to directors):
| Metric | Weight/Role | Notes |
|---|---|---|
| FX-neutral revenue | 50% of PBRSU award opportunity | Non-GAAP, fixed FX basis; 0–200% payout scale |
| Non-GAAP operating margin dollars | 50% of PBRSU award opportunity | 0–200% payout scale |
| ROIC modifier | Annual modifier | Adjusts annual performance ±15% |
| Relative TSR (vs S&P 500) | Three-year modifier | Adjusts total payout ±15%; cannot increase payout if TSR is negative |
Other Directorships & Interlocks
| Organization | Relationship to eBay | Potential Interlock/Conflict |
|---|---|---|
| Morgan Stanley (Director) | Financial services; potential capital markets counterparties | No related person transactions disclosed since Jan 1, 2024; Audit Committee reviews related party transactions; Board policy addresses conflicts where a director is a control person of an investment fund |
| Allstate (Director) | Insurance | No related person transactions disclosed since Jan 1, 2024 |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; deep investment/finance and strategy experience from Wellington leadership .
- Leadership & risk oversight: Chairs the Risk Committee; oversees geopolitical, fraud/transaction loss, AML/OFAC, and compliance risks; reviews ERM, tone, culture, and integration of risk management .
- Education: Harvard MBA; Brandeis BA .
Equity Ownership
| Ownership Item | Quantity | Notes |
|---|---|---|
| Beneficially owned shares | 79,029 | <1% of outstanding; as of 4/15/2025 |
| DSUs held (as of 12/31/2024) | 6,198 | Deferred stock units from prior director compensation programs |
| RSUs held (as of 12/31/2024) | 4,644 | 2024 annual grant; value $250,000; standard vesting |
| Ownership guidelines compliance | In compliance | Directors must hold 5× annual retainer; all directors compliant as of 12/31/2024 |
Anti-hedging/pledging: Company policy prohibits hedging and pledging by directors and executive officers .
Governance Assessment
- Board effectiveness: Strong financial and risk oversight via dual roles (Audit member and Risk Chair) and “financial expert” designation. Committee cadence indicates meaningful engagement (Audit 8 meetings; Risk 3 meetings in 2024) .
- Independence & alignment: Independent status; elected to receive fees in stock (2,418 shares in lieu of cash) and standard annual RSU grant—supporting alignment. Director stock ownership guidelines met; anti-hedging/pledging policy in place .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board/committee meetings—meets minimum threshold (note: proxy does not disclose individual attendance rate) .
- Compensation structure: Director pay is cash retainer plus modest committee fees and annual RSUs; annual RSU vesting is time-based, not performance-based; director equity accelerates on change-in-control only if awards are not assumed .
- Shareholder engagement & practices: Robust engagement (offers to meet with investors representing ~69% of outstanding shares; 11 meetings representing ~10% shares); majority voting and irrevocable resignations in uncontested elections; proxy access; separate Chair/CEO roles .
- RED FLAGS: None identified from disclosed materials—no related person transactions; hedging/pledging prohibited. Monitoring advisable for potential perceived conflicts arising from outside directorships (Morgan Stanley, Allstate), though no transactions disclosed .
Additional context
- Say-on-pay support: 86% support in 2024, indicating stable investor sentiment on compensation practices .
- Independent compensation consultant: Pay Governance retained; independence affirmed; benchmarks at ~50th percentile .