William D. Nash
EBAYAbout William D. Nash
William D. “Bill” Nash (age 56) is President and Chief Executive Officer of CarMax, Inc., leading the company’s strategy, finance, operations, technology, marketing and human resources, and driving a digital transformation to an omnichannel model; he joined eBay’s Board as an independent director in 2024 and holds a BBA from James Madison University . Nash was appointed to eBay’s Board on September 18, 2024, and is one of 10 independent directors under Nasdaq and eBay Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CarMax, Inc. | President & CEO | 2016–Present | Led tech and digital transformation to omnichannel retail |
| CarMax, Inc. | EVP, Human Resources & Administrative Services | 2012–2016 | Senior leadership across HR/admin |
| CarMax, Inc. | Various roles | 1997–2012 | Progressively senior roles across the company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CarMax, Inc. | Director | 2016–Present | Current board service at CarMax |
Board Governance
- Independence: Independent director (10 of 11 nominees are independent) .
- eBay committee assignment: Compensation & Human Capital Committee (CHCC) member; joined November 2024 .
- Board meeting attendance: In 2024, eBay’s Board held five meetings; each then-serving director attended at least 75% of aggregate Board/committee meetings served .
- Committee activity levels: 2024 meetings – Audit (8), CHCC (6), Corporate Governance & Nominating (4), Risk (3); Technology Committee authorized Nov 2024 with formal meetings starting 2025 .
- Leadership structure: Separate Chair and CEO; independent Chair (Paul S. Pressler) elected annually; independent directors hold executive sessions .
Fixed Compensation
| Program Element | Amount | Notes |
|---|---|---|
| Annual cash retainer – all independent directors | $80,000 | Paid quarterly; option to take shares instead of cash . |
| Board Chair cash retainer | $100,000 | Paid quarterly; option to take shares . |
| Committee Chair retainers | Audit $25,000; CHCC $15,000; CGNC $15,000; Risk $15,000; Technology $15,000 | Tech Committee chair/member retainers prorated for 2024 service after Nov 2024 authorization . |
| Committee member retainers | Audit $18,000; CHCC $15,000; CGNC $10,000; Risk $10,000; Technology $10,000 | Paid quarterly; option to take shares . |
| Annual RSU grant – all independent directors | $250,000 | Number of RSUs based on closing price on grant date; Board Chair $350,000 . |
| New director annual equity grant | Pro-rated RSUs | Number of RSUs is pro-rated and determined using closing price on most recent annual meeting; if appointed >9 months after annual meeting, cash in lieu . |
| William D. Nash – 2024 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash | $2,637 |
| Stock awards (RSUs) | $234,398 |
| Total | $237,035 |
Performance Compensation
| Equity Award Term | Details |
|---|---|
| RSUs granted (2024, pro-rated) | 3,499 RSUs; grant value $234,398 (pro-rated) . |
| Vesting schedule | RSUs vest fully upon the earlier of the first anniversary of grant or the first annual meeting after grant . |
| Change-in-control terms | Any unvested RSUs for non-employee directors accelerate and become fully vested upon a change in control . |
| Equity valuation basis (new directors) | Number of RSUs determined using closing price on date of most recent annual meeting . |
Other Directorships & Interlocks
| Company | Role | Noted Overlaps/Considerations |
|---|---|---|
| CarMax, Inc. | CEO and Director | eBay discloses no related person transactions with Nash; standard director compensation; indemnity agreement in place . |
Expertise & Qualifications
- Technology, e-commerce/retail, strategy, investment/finance, transactions/M&A, leadership, product/marketing/media, management, and cybersecurity; adds retail/e-commerce CEO perspective to eBay’s board .
Equity Ownership
| Instrument | Count (as of 12/31/24) |
|---|---|
| RSUs held | 3,499 |
| DSUs held | — |
- Stock ownership guidelines: Non-employee directors must own eBay stock valued at 5x annual Board retainer; all directors and executive officers were in compliance as of December 31, 2024 .
- Anti-hedging/pledging: Hedging and pledging of eBay stock prohibited for directors and executive officers .
Governance Assessment
- Board effectiveness: Nash contributes CEO retail/e-commerce expertise and serves on the CHCC, aligning with human capital and compensation oversight priorities .
- Independence & attendance: Independent; Board-level attendance thresholds met across directors in 2024; CHCC met 6 times, supporting active oversight cadence .
- Director pay structure: Balanced cash retainers plus meaningful equity ($250k standard RSU grant) to align with shareholders; new director RSUs pro-rated with accelerated vesting on change-in-control; no meeting fees beyond committee roles .
- Conflicts/related party: No related person transactions disclosed since Jan 1, 2024; 8‑K appointment notes no arrangements/understandings and no Item 404(a) transactions with Nash .
- Alignment safeguards: Ownership guideline compliance, anti-hedging/pledging, clawback policies (administered by CHCC), majority independent Board and separate Chair/CEO .
- Shareholder signals: Advisory say-on-pay support ~86% in 2024; 2024 meeting vote tallies confirm strong support for compensation program .
Compensation Committee Analysis
- Membership/independence: CHCC consists solely of independent directors; 2024 members included Adriane M. Brown (Chair), Logan D. Green, and William D. Nash (joined Nov 2024) .
- Consultant independence and benchmarking: Pay Governance LLC serves as independent compensation consultant; director compensation benchmarked around 50th percentile of peer group .
- Responsibilities: Oversees CEO/NEO pay, global compensation strategy, Board compensation, clawback policies, risk assessments of compensation programs, and human capital strategy .
Related Party Transactions
- Policy oversight: Audit Committee reviews/approves related person transactions and applies immateriality guidelines; none requiring disclosure since Jan 1, 2024 .
- Appointment disclosure: No arrangements/understandings led to Nash’s appointment; indemnity agreement used for directors; no Item 404(a) transactions .