Shripriya Mahesh
EBAYAbout Shripriya Mahesh
Independent director at eBay since 2023; Age 51. General Partner and co‑founder of Spero Ventures; prior eBay executive (VP roles across Global Product Management & Strategy, US Product Marketing & Platform, and Corporate Strategy). Education: BA Economics (Stella Maris College), MFA Film (NYU Tisch), MBA (Harvard Business School). Currently chairs eBay’s Technology Committee (created November 2024). Other boards: Turo Inc. (private) and Sundaram Brake Linings Ltd (public; since 2020).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eBay Inc. | VP & Head of Global Product Management & Strategy; VP, US Product Marketing & Platform; VP, Corporate Strategy | Not disclosed | Senior product/strategy leadership at eBay (prior career phase) |
| Omidyar Network | Partner (investing in emerging technology companies) | Not disclosed | Investor/operator background |
| Spero Ventures | Co‑founder; General Partner | Since Jan 2018 | Venture investing and company-building focus |
External Roles
| Organization | Role | Public/Private/Non‑profit | Tenure | Notes |
|---|---|---|---|---|
| Sundaram Brake Linings Ltd | Director | Public | Since 2020 | Only public company directorship listed in proxy |
| Turo Inc. | Director | Private | Not disclosed | Board member (company not listed in “Other Public Company Boards”) |
| Sundance Institute | Trustee | Non‑profit | Not disclosed | Governance role at leading arts non‑profit |
Board Governance
| Governance Item | Details |
|---|---|
| Independence | Independent director under Nasdaq standards; eBay states 10 of 11 nominees are independent |
| Committees (eBay) | Technology Committee – Chair (all members independent) |
| Committee meetings in 2024 | Technology: 0 meetings in 2024 (committee authorized Nov 2024; formal meetings begin 2025) |
| Board meetings/attendance (2024) | Board held 5 meetings; each then‑serving director attended at least 75% of aggregate Board and applicable committee meetings |
| Board structure | Separate Chair and CEO; independent Chair with robust responsibilities; five principal committees (Audit, CHCC, CGNC, Risk, Technology) |
| Governance practices | Anti‑hedging and anti‑pledging policies; majority vote for directors; stock ownership requirements; proxy access; clawback policies beyond SEC requirements |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | 80,000 | Standard Board cash retainer |
| Committee chair fee – Technology | 15,000 (annual rate) | Pro‑rated in 2024 given committee created Nov 2024 |
| Fees earned (cash or shares in lieu) – Mahesh | 90,000 | 2024 total cash fees for Mahesh |
Performance Compensation
| Award | Grant date | Shares (#) | Grant date fair value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Jun 20, 2024 | 4,644 | 250,000 | Vest on earlier of 1 year or next annual meeting | Standard director equity; CHCC uses ASC 718 valuation |
| Change‑in‑control | — | — | — | Director RSUs accelerate and become fully vested upon a change in control | Applies to non‑employee directors |
No performance‑conditioned equity, options, or cash bonus metrics are used for director pay (director equity is time‑based RSUs) .
Other Directorships & Interlocks
| Company | Exchange Status | Committee Roles (if disclosed) | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Sundaram Brake Linings Ltd | Public | Not disclosed | Auto components; no eBay related‑party transactions disclosed since Jan 1, 2024 |
| Turo Inc. | Private | Not disclosed | Mobility marketplace; no eBay related‑party transactions disclosed since Jan 1, 2024 |
Expertise & Qualifications
- Entrepreneurship and investment/finance expertise (Spero Ventures co‑founder/GP; prior investor at Omidyar Network). Technology, management, strategy, e‑commerce/retail, and product/marketing/media experience from senior eBay roles. Education breadth across economics, film, and MBA.
Equity Ownership
| Item | Amount | As‑of Date |
|---|---|---|
| Beneficial ownership (shares) | 6,903 | Apr 15, 2025 |
| Ownership % of outstanding | <1% | Apr 15, 2025 |
| RSUs held (unvested) | 4,644 | Dec 31, 2024 |
| DSUs held | 0 | Dec 31, 2024 |
| Stock ownership guideline (directors) | 5x annual Board retainer | Policy; recalculated annually June 1 |
| Compliance status | All directors in compliance as of Dec 31, 2024 | Company statement |
| Hedging/pledging | Company prohibits hedging and pledging | Policy |
Related‑Party Exposure and Conflicts
- Policy framework: Audit Committee reviews/approves related person transactions (> $120,000) with directors, officers, 5% holders, and family; factors include fairness, business rationale, independence, and conflicts; no related person transactions since Jan 1, 2024 requiring disclosure. eBay also has a specific practice when a non‑employee director is a control person of an investment fund potentially investing in a competitor—notification and management assessment required.
- Director indemnification agreements in place (standard Delaware company protection).
Director Compensation Structure (Context)
| Element | Standard 2024 Program |
|---|---|
| Annual RSU grant | $250,000 for non‑employee directors; $350,000 for Board Chair (granted at annual meeting; number of RSUs = grant value / stock price) |
| Cash retainers | $80,000 (independent directors); Chair add’l $100,000; Lead Independent Director $25,000 (if applicable) |
| Committee chair retainers | Audit $25,000; CHCC $15,000; CGNC $15,000; Risk $15,000; Technology $15,000 (pro‑rated for 2024) |
| Committee member retainers | Audit $18,000; CHCC $15,000; CGNC $10,000; Risk $10,000; Technology $10,000 |
| Clawbacks | Company maintains clawback policies beyond SEC requirements; CHCC oversees and administers clawback policies |
Governance Assessment
- Committee leadership and expertise: Chairing the newly formed Technology Committee aligns with her product/technology background and prior eBay leadership roles—positive for oversight of platform, AI, and cyber topics. Note: Technology Committee had no formal meetings in 2024 due to late‑year formation; inaugural meeting cadence begins 2025.
- Independence and engagement: Classified as independent; Board reports all directors met at least 75% attendance in 2024; Board structure preserves independent Chair and robust governance safeguards (proxy access, ownership requirements, anti‑hedging/pledging).
- Pay‑for‑performance alignment: Director pay mix is balanced—fixed cash (2024: $90,000 for Mahesh) plus at‑risk equity via time‑based RSUs ($250,000; 4,644 RSUs) that align with shareholder value; change‑in‑control vesting for directors is customary.
- Conflicts risk: As a venture GP and external director, potential for ecosystem overlaps exists; however, eBay maintains explicit conflict review protocols for fund‑controlled directors and reports no related‑party transactions since Jan 1, 2024. Policy mitigants and oversight by Audit Committee reduce conflict risk.
RED FLAGS
- None disclosed: No related‑party transactions, no attendance shortfalls disclosed for 2024, and no hedging/pledging allowed per policy. The Technology Committee had zero meetings in 2024 due to its November creation, which should be monitored for 2025 execution cadence.