Steve Priest
EBAYAbout Steve Priest
Steve Priest is Senior Vice President and Chief Financial Officer of eBay Inc., serving since June 2021. He is 55 years old and previously was CFO of JetBlue (2017–2021), after senior roles at British Airways (1996–2015) including SVP of the North Atlantic JV with American Airlines, Iberia and Finnair . Under the current executive team, eBay reported FY2024 revenue of $10.3B (+2% FX-neutral), GMV of $74.7B (+2% as-reported), GAAP net income of $2.0B, operating cash flow of $2.4B and free cash flow of $2.0B; the 2022–2024 PBRSU cycle paid at 112% with a 105% rTSR modifier vs S&P 500, indicating modest relative TSR outperformance over that period . Recent momentum continued in Q3 2025 with revenue $2.82B (+9% y/y as-reported), non-GAAP operating margin 27.1%, FCF of $803M, and first‑party advertising revenue up 25% y/y; $757M was returned to stockholders in the quarter .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JetBlue Airways | Chief Financial Officer | 2017–2021 | Led finance through network, cost and balance sheet initiatives; preceded by leading structural programs (2015–2017) . |
| JetBlue Airways | Vice President, Structural Programs | 2015–2017 | Drove enterprise programs supporting operational and financial performance . |
| British Airways | Various leadership roles incl. SVP, North Atlantic JV with AA/Iberia/Finnair | 1996–2015 | Managed JV economics and transatlantic performance; held multiple finance/leadership posts . |
External Roles
No other public company directorships or external roles disclosed for Mr. Priest .
Fixed Compensation
Multi‑year reported compensation (USD):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $788,462 | $800,000 | $800,000 |
| Bonus (sign-on/other) | $1,750,000 | — | — |
| Stock Awards (RSUs/PBRSUs grant-date fair value) | $4,209,628 | $4,979,143 | $6,277,449 |
| Option Awards (PBSOs grant-date fair value) | $1,561,565 | $1,577,614 | — |
| Non-Equity Incentive (eIP actual) | $662,308 | $1,320,000 | $978,000 |
| All Other Compensation | $433,958 | $50,327 | $26,000 |
| Total | $9,405,920 | $8,727,085 | $8,081,449 |
2024 target pay design for CFO: base salary $800,000; target annual cash incentive 100% of salary; target equity value $7,200,000 (60% PBRSUs / 40% RSUs), adjusted down 10% vs prior year to manage dilution .
Performance Compensation
Annual Cash Incentive (eIP) – 2024 Design and Outcome
| Metric | Weighting | Target Framework | 2024 Outcome | Payout Impact |
|---|---|---|---|---|
| FX‑neutral revenue (threshold) | Gate | Must meet minimum for any payout | Threshold met | Enabled plan funding |
| Non‑GAAP net income | 75% (company) | 0–200% vs target; CSAT kicker +5% if ≥ target | Certified at 123% of target (adjusted for unforeseen M&A), CSAT below target | Company component paid at 123% |
| Individual performance | 25% (individual) | 0–200% with ±20% modifier tied to company result | CFO total payout 122% of target | CFO eIP paid $978,000 (122%) |
Plan mechanics and metrics detailed by CHCC; eIP uses FX‑neutral revenue as a gate and non‑GAAP net income as primary financial driver, with CSAT kicker when above target .
Long‑Term Incentives
- PBRSUs (60% of 2024 LTI target): 3‑year cycle with annual FX‑neutral revenue and non‑GAAP operating margin $ targets, ROIC modifier (±15% annually) and 3‑year relative TSR modifier (±15% vs S&P 500); earned PBRSUs vest 100% in March following the cycle .
- 2022–2024 PBRSU cycle payout: 112% (3‑year average 107% on financials; rTSR modifier 105%) .
Performance Stock Options (PBSOs; no new grants in 2024):
- 2022–2024 PBSOs: Ads & Payments revenue goals—75% of options earned; remaining 25% forfeited; CFO earned 139,341 of 185,787 options; 2022 grant strike $57.71; vesting: 66.7% in Mar 2024 and 33.3% in Mar 2025 for portions tied to 2023, and full vest in Mar 2025 for 2024 unlock .
- 2023–2025 PBSOs: All four unlocks achieved through 2024—100% earned; CFO earned 243,970 of 243,970 options; strike $44.37; vesting one‑third each in Mar 2024/2025/2026 (with 2024 unlock two‑thirds in Mar 2025, one‑third in Mar 2026) .
Equity Ownership & Alignment
- Beneficial ownership: 368,236 shares (includes 301,989 options exercisable within 60 days of April 15, 2025) .
- Outstanding unvested RSUs at 12/31/2024 (counts, market value at $61.95/sh):
- RSUs: 7,576 (7/15/2021) $469,333; 16,929 (4/1/2022) $1,048,752; 40,001 (4/1/2023) $2,478,062; 45,882 (4/1/2024) $2,842,390 .
- PBRSUs (unearned/unvested) at 12/31/2024:
- 2022 grant: 60,672 ($3,758,630); 2023 grant: 188,447 ($11,674,279); 2024 grant: 224,468 ($13,905,808) .
- Options outstanding (exercisable / unexercisable; strikes; expirations):
- 61,930 exercisable / 77,411 unexercisable at $57.71 (granted 4/1/2022; expires 4/1/2032) .
- 40,662 exercisable / 203,308 unexercisable at $44.37 (granted 4/1/2023; expires 4/1/2033) .
- Stock ownership guideline: 3x base salary for executive officers; all executives were in compliance as of 12/31/2024; executives must retain 50% of net shares until compliance .
- Hedging/pledging: Prohibited for directors and executive officers (anti‑hedging and anti‑pledging policy) .
Employment Terms
- Start date/role: CFO since June 2021 .
- Severance (outside change in control; CFO level): 1x salary + 1x target bonus; prorated eIP for year of termination; 12 months health premium payment; acceleration of RSUs scheduled to vest within 12 months; PBRSUs pro‑rata on original vest date based on actual company performance with an additional 18 months credited; PBSOs acceleration of options otherwise vesting within 18 months .
- Change in control (double trigger for VPs and above, including CFO): 2x salary + 2x target eIP; prorated eIP; 24 months health; 100% acceleration of RSUs; PBRSUs deemed earned at target for periods not yet determined; PBSOs deemed earned at greater of target or actual achieved for completed periods; no tax gross‑ups; acceleration if successor does not assume awards .
- Potential payouts (as of 12/31/2024 assumption): Involuntary termination outside CoC: $23,794,261; Involuntary termination in connection with CoC: $29,597,695; Death/disability: $24,103,753 .
Vesting Schedules and Potential Insider Selling Pressure
- RSUs: 2024 RSUs vest quarterly over four years (final vest Mar 15, 2028) . Earlier grants from 2021–2023 follow quarterly schedules with final vests through Mar 2027/Jul 2025 per grant footnotes .
- PBRSUs: 100% of earned shares vest in March following the three‑year performance period (e.g., 2022–2024 cycle vested Mar 15, 2025) .
- PBSOs: Earned tranches vest on set March vesting dates through March 2026 as noted above .
- Insider trading policy requires 10b5‑1 plan compliance and imposes blackout periods; hedging/pledging prohibited, reducing forced‑sale risk from margin calls/derivatives .
Compensation Structure Analysis
- Mix and leverage: CFO target cash compensation remains 1:1 salary-to-bonus; equity represents the majority of LTI with 60% performance‑based (PBRSUs) and 40% time‑based (RSUs), increasing pay-for-performance linkage .
- Metric rigor: PBRSUs use FX‑neutral revenue and non‑GAAP operating margin $, with ROIC and rTSR modifiers; 2022–2024 cycle paid at 112%, suggesting above‑target but calibrated outcomes; PBSOs earned reflect execution in Ads/Payments with partial unlocks for 2022–2024 and full unlocks to date for 2023–2025 .
- Governance: Clawbacks exceed SEC/Nasdaq baseline (behavioral, reputational harm triggers; restatement coverage including “little r” restatements) ; no single‑trigger CoC; no option repricing without shareholder approval .
- Say‑on‑pay: 86% approval in 2024, indicating broad investor support for program design .
Equity Ownership & Alignment (Detailed)
| Item | Detail |
|---|---|
| Beneficial ownership | 368,236 shares; includes 301,989 options exercisable within 60 days (as of 4/15/2025) . |
| RSUs unvested (12/31/2024) | 7,576; 16,929; 40,001; 45,882 (values $469,333; $1,048,752; $2,478,062; $2,842,390 at $61.95) . |
| PBRSUs unearned (12/31/2024) | 60,672; 188,447; 224,468 (values $3,758,630; $11,674,279; $13,905,808 at $61.95) . |
| Options outstanding | 61,930 / 77,411 at $57.71 (exp. 4/1/2032); 40,662 / 203,308 at $44.37 (exp. 4/1/2033) . |
| Ownership guideline | 3x salary; all executives in compliance as of 12/31/2024; 50% net-share retention until guideline met . |
| Hedging/pledging | Prohibited (policy) . |
Performance & Track Record
- 2024 financials: Revenue $10.3B (+2% FX‑neutral), GMV $74.7B (+2%), GAAP EPS $3.95; $2.4B operating cash flow and $2.0B free cash flow; $3.7B returned to shareholders (buybacks + dividends) .
- Growth vectors: Ads revenue in Q4 2024 $445M (2.3% of GMV) and Q3 2025 $525M (2.6% of GMV), with first‑party ads +25% y/y in Q3 2025; Klarna/Riverty partnerships extend payments optionality in EU .
- Relative TSR: PBRSU rTSR modifier of 105% for 2022–2024 indicates modest outperformance vs S&P 500 over the period .
- 2025 trajectory (Q3): Revenue +9% y/y; GAAP margin 20.4%; non‑GAAP margin 27.1%; FCF $803M; $625M buybacks, $132M dividends .
Perquisites and Other Benefits
- 401(k) match for executives up to plan maximum; 2024 “All Other Compensation” for CFO totaled $26,000 (includes 401(k) match and security/IT support of $12,200) .
- Deferred compensation plan available; no CFO deferrals disclosed for 2024 .
Governance, Policies, and Shareholder Signals
- Stock ownership guidelines and share retention in place; strong anti‑hedging/anti‑pledging; clawbacks beyond SEC requirements .
- Equity plan features: no evergreen; no repricing without approval; performance awards vest at target on CoC only if not assumed; minimum one‑year vesting (limited exceptions) .
- 2025 proposal to increase equity plan share reserve by 20M shares; Board cites talent retention and share repurchases to offset dilution .
Investment Implications
- Alignment and retention: CFO compensation is heavily performance‑linked (PBRSUs with revenue, margin and ROIC; rTSR modifier), with robust clawbacks and ownership policies; anti‑pledging reduces forced‑sale risk. PBRSU payout at 112% and PBSO unlocks signal credible target rigor and progress in Ads/Payments, potentially supportive for continued margin and cash flow delivery .
- Near‑term selling pressure: Multiple vesting events (PBRSU vest Mar 2026/2027; RSUs quarterly through 2028; PBSOs vesting through Mar 2026) could create periodic liquidity; however, insider policy and ownership requirements moderate opportunistic selling .
- Change‑in‑control economics: Double‑trigger with 2x cash and full equity acceleration (deemed earned at target for PBRSUs) creates manageable, conventional severance exposure; outside CoC severance is 1x for CFO with structured equity treatment that avoids windfalls .
- Execution risk: While 2024 and 2025 YTD show stabilization and growth in ads, eBay’s core GMV growth remains modest; incentive design emphasizes profitable growth and ROIC, aligning CFO priorities with sustained FCF and capital returns that underpin valuation resilience .
Overall: Steve Priest’s pay program shows strong pay‑for‑performance alignment and standard severance protections, with clear metrics and multi‑year vesting that incentivize revenue quality, margin dollars, ROIC, and relative TSR. Vesting calendars and option unlocks bear watching for tactical supply, but policy constraints reduce hedging/pledging risks. Continued delivery on Ads monetization and disciplined capital allocation are key levers for value creation under his financial leadership .