Samantha Wellington
EBAYAbout Samantha Wellington
Samantha Wellington is Senior Vice President, Chief Legal Officer and Secretary at eBay, appointed effective October 7, 2024; age 47 . She holds a B.C.A. and L.L.B. from Wollongong University and an L.L.M. in Communications and Technology Law from the University of New South Wales; she is admitted in NSW, Australia and California . Company performance context for 2024: revenue was $10.3B (+2%), GMV $74.7B (+2%), GAAP net income $2.0B, operating cash flow $2.4B and free cash flow $2.0B, with $3.7B returned to shareholders; these metrics drive incentive plan outcomes across executives . eBay’s performance compensation uses FX-neutral revenue and non-GAAP operating margin dollars with ROIC and rTSR modifiers, aligning pay to value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TriNet Group, Inc. | Executive Vice President, Business Affairs; Chief Legal Officer and Secretary | 2016–Sep 2024 | Led Legal, Compliance, Government Affairs, and cross-functional teams spanning Customer Service, Sales, Operations, Product, Engineering, Technology, and Risk; focused on evolving workplace dynamics and capital access for SMBs . |
| Oracle Corporation | Senior legal roles; Oracle representative on boards of publicly traded interests in Japan and India | ~12 years (prior to TriNet) | Oversight of legal matters across geographies; governance experience via board representation in Japan and India . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Association of Professional Employer Organizations (NAPEO) | Board member | Not disclosed | Industry advocacy and network exposure . |
| BSA, The Software Alliance | Board member | Not disclosed | Technology policy engagement . |
| Oracle affiliated public interests (Japan, India) | Board representative | During Oracle tenure | Governance and market experience in Asia . |
Fixed Compensation
| Component | 2024 Actuals | 2024 Target Design | Notes |
|---|---|---|---|
| Base Salary ($) | $142,788 | $675,000 | Partial-year due to Oct 2024 start . |
| Target Annual Cash Incentive (% of salary) | — (no 2024 eIP payout shown) | 75% | eIP applies prospectively; no 2024 payout disclosed for Wellington . |
| “Make-good” Transition Cash ($) | $2,500,000 (paid one month after start) | Additional unpaid make-good(s) scheduled in 2025 subject to continued employment | Subject to repayment upon certain terminations prior to 2nd/3rd anniversaries . |
| Other Compensation ($) | $1,000 | — | Perquisites minimal; eBay limits tax gross-ups and perqs . |
| Total 2024 Compensation ($) | $6,432,265 | — | Summary Compensation Table totals . |
Performance Compensation
| Incentive Type | Metric(s) | Weighting / Range | Targeting & Mechanics | Vesting |
|---|---|---|---|---|
| Annual Cash Incentive (eIP) | Threshold FX-neutral revenue; Non-GAAP net income (75%); Individual performance (25%); CSAT kicker (+5% to Company component at/above target) | Company financial component pays 0–200% (up to 220% with CSAT); individual 0–200%, modified ±20% by Company performance | Targets set to Board-approved budget; excludes M&A impacts | Annual payout; none disclosed for Wellington in 2024 . |
| PBRSUs (2024–2026 cycle for Wellington) | FX-neutral revenue (50%); Non-GAAP operating margin dollars (50%); ROIC modifier (±15% annually); 3-year rTSR modifier (±15%) | Each annual performance year pays 0–200% per metric; total award can range 0–265% with modifiers | Yearly targets set consistent with budget; rTSR capped if TSR is negative | 100% of earned shares vest in March following the end of the 3-year period . |
| RSUs (time-based) | Time-based only | — | Standard executive equity mix: 60% PBRSUs / 40% RSUs | Quarterly vesting over four years; new-hire supplemental RSUs vest over two years . |
| 2024 Equity Grants (Accounting Grant-Date Values) | Amount |
|---|---|
| RSUs (Nov 15, 2024 new-hire grant) | $2,806,184 |
| PBRSUs (portion treated as granted in 2024 for the 2024–2026 cycle) | $982,293 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 15, 2025) | 0 shares; less than 1% of outstanding . |
| Stock Ownership Guidelines | Executives must hold eBay stock valued at 3× base salary (6× for CEO); unvested RSUs count toward the guideline; executives must retain 50% of net shares until compliant; all executive officers and directors were in compliance as of Dec 31, 2024 . |
| Anti-hedging/pledging | Hedging and pledging of eBay stock prohibited for directors and executive officers . |
| Option holdings | Wellington does not hold PBSOs; eBay granted no options in 2024 . |
| Change-in-control acceleration value (hypothetical, if awards not assumed) | $5,573,904 for Wellington as of 12/31/24 . |
Employment Terms
| Provision | Standard Severance (outside CoC) | Change-in-Control (double-trigger) |
|---|---|---|
| Eligibility | SVP and Above Standard Severance Plan | Change in Control Severance Plan |
| Cash Severance | Termination without cause: salary and benefits per plan; see potential payments table below | 2× salary and 2× target eIP cash incentive; prorated eIP for year of termination; payment for 24 months of health coverage; payment of any unpaid new-hire make-good(s) . |
| Equity Treatment | RSUs/PBRSUs: accelerate vesting for awards that would vest within specified windows; PBRSUs not limited by 24-month cap in death/disability; cash in lieu option | 100% acceleration of RSUs; PBRSUs accelerated at target for undetermined periods; PBSOs accelerated for “deemed earned” options; cash in lieu option . |
| Clawbacks | Company clawbacks adopted 2014; supplemental clawback in 2023 to comply with SEC/Nasdaq; applies to executives including Wellington . | |
| Tax gross-ups | No tax gross-ups on change-in-control benefits . | |
| Insider trading | Blackout periods, pre-clearance for designated employees, Rule 10b5-1 compliance; policy filed with 2024 10-K . |
| Potential Payments (as of 12/31/24) | Voluntary Termination | Involuntary Termination (outside CoC) | Involuntary Termination in Connection with CoC | Death or Disability |
|---|---|---|---|---|
| Samantha Wellington ($) | — | $2,928,287 | $5,859,481 | $4,664,293 |
Investment Implications
- Retention: New-hire make-good cash ($2.5M already paid; additional 2025 payment subject to service) and two-year supplemental RSUs create near-term retention hooks; clawback and double-trigger CoC protection further stabilize leadership continuity .
- Selling pressure: Quarterly RSU vesting and the two-year supplemental RSU schedule may lead to periodic sell-to-cover transactions; PBRSUs defer vesting until March after the cycle, limiting near-term realizations .
- Alignment: Zero SEC-reportable beneficial ownership as of April 2025 is consistent with guideline compliance that counts unvested RSUs; anti-hedging/pledging and robust clawbacks improve alignment and governance quality .
- Pay-for-performance: Wellington’s equity is anchored to FX-neutral revenue and non-GAAP operating margin dollars with ROIC and rTSR modifiers, tying outcomes to profitable growth and capital efficiency; no options outstanding reduces leverage risk .
- Change-in-control economics: Double-trigger terms (2× salary + 2× target bonus; full acceleration/cash in lieu) are competitive, with no tax gross-ups; hypothetical acceleration value for Wellington is $5.57M, relevant to M&A scenarios .