Zane Rowe
EBAYAbout Zane Rowe
Independent director at eBay Inc. since February 16, 2024; age 54. Currently Chief Financial Officer of Workday, Inc. (since June 2023) with prior CFO and senior leadership roles at VMware (including interim CEO), EMC, United/Continental Airlines, and Apple; recognized by the Board as an Audit Committee Financial Expert. Education: B.S. Embry-Riddle Aeronautical University; MBA San Diego State University. Independence affirmed by the Board (10 of 11 directors independent) and appointed with no related-party transactions disclosed at appointment or thereafter .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | Chief Financial Officer | Jun 2023–present | Oversees accounting, finance, IR, tax, treasury; strategy/product input; global real estate/workplace; ESG sponsorship . |
| VMware, Inc. | EVP & Chief Financial Officer; Interim CEO | CFO: Mar 2016–Jun 2023; Interim CEO: Feb 2021–May 2021 | Led finance/accounting, corp dev, business ops incl. IT/InfoSec . |
| EMC Corporation | EVP & Chief Financial Officer | Oct 2014–Feb 2016 | Corporate finance leadership . |
| Apple Inc. | VP, North America Sales | May 2012–May 2014 | Retail/product go-to-market experience . |
| United Continental Holdings | EVP & Chief Financial Officer | Oct 2010–Apr 2012 | Airline finance leadership . |
| Continental Airlines | EVP & Chief Financial Officer | Aug 2008–Sep 2010 | Airline finance leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eBay Inc. | Independent Director | Feb 16, 2024–present | Audit Committee; Risk Committee; Audit Committee Financial Expert . |
| Sabre Corporation | Director (public) | May 2016–Feb 2024 | Prior public company directorship . |
| Pivotal Software, Inc. | Director (public) | Sep 2016–Dec 2019 | Prior public company directorship . |
| Embry‑Riddle Aeronautical University | Board of Trustees | N/A | Non-profit governance; A4S U.S. founding member (finance leaders for sustainability) . |
Board Governance
- Committee assignments: Audit Committee (member; designated Audit Committee Financial Expert) and Risk Committee (member). Audit Committee met 8x in 2024; Risk Committee met 3x in 2024 .
- Independence and attendance: Board determined 10/11 nominees are independent; in 2024 the Board held five meetings and each then‑serving director attended at least 75% of the aggregate Board/committee meetings on which they served .
- Board structure and effectiveness: Separate independent Chair and CEO roles; independent directors hold regularly scheduled executive sessions at Board and committee levels .
- Related-party oversight and conflicts: Audit Committee reviews related-person transactions; none involving directors/officers since Jan 1, 2024; at appointment, no Item 404(a) transactions for Rowe and no arrangements pursuant to which he was appointed; anti‑hedging and anti‑pledging policy applies to directors .
Fixed Compensation
| Component | Details |
|---|---|
| 2024 cash/fees (earned) | $61,038; elected to receive shares in lieu of cash (1,093 shares) . |
| 2024 equity (director awards) | $351,927 total grant-date fair value; includes pro‑rated RSU grant of $101,894 on Mar 15, 2024 following appointment and standard annual RSU grant of $250,000 on Jun 20, 2024 (4,644 RSUs for continuing directors) . |
| 2024 total director comp | $412,965 (fees + stock awards) . |
| Vesting mechanics (director RSUs) | RSUs vest on the earlier of one year from grant or the first annual shareholder meeting after grant; director RSUs accelerate on change in control . |
Director Compensation Program (for context; 2024 rates)
| Item | Amount |
|---|---|
| Annual cash retainer (independent directors) | $80,000 . |
| Board Chair cash retainer | $100,000 . |
| Committee chair retainers | Audit $25,000; CHCC $15,000; CGNC $15,000; Risk $15,000; Technology $15,000 (prorated in 2024) . |
| Committee member retainers | Audit $18,000; CHCC $15,000; CGNC $10,000; Risk $10,000; Technology $10,000 . |
| Annual director RSU grant | $250,000 ($350,000 for Board Chair); director equity cap $600,000 (2x cap in first year) . |
Performance Compensation
- Director pay has no performance-based elements; equity is time-based RSUs (no EPS/TSR conditions). eBay maintains company-wide clawback policies exceeding SEC/Nasdaq requirements (primarily applicable to executives), but director equity awards are time-based with change-in-control acceleration per plan .
Other Directorships & Interlocks
- Current public company boards: None (beyond eBay) .
- Overboarding check: Company policy notes none of the nominees who are current public-company executives serve on any other public boards beyond eBay and their employer; Rowe, as Workday CFO, aligns with this standard .
- Prior public boards: Sabre Corporation (May 2016–Feb 2024); Pivotal Software, Inc. (Sep 2016–Dec 2019) .
Expertise & Qualifications
- Financial expertise: Designated “Audit Committee Financial Expert”; extensive CFO tenure across enterprise software and airlines; deep experience in corporate finance, IR, strategy, and M&A .
- Technology and product: Senior roles at VMware/EMC/Apple; relevant to eBay’s tech-driven marketplace strategy .
- ESG and risk: A4S founding member; Risk Committee member overseeing enterprise risk (geopolitics, fraud/transaction losses, regulatory compliance) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (Apr 15, 2025) | 3,425 shares; “<1%” of outstanding | Outstanding shares: 461,978,236; percent rounded per company table . |
| RSUs held (Dec 31, 2024) | 4,644 RSUs | Standard annual director grant; no DSUs outstanding for Rowe . |
| Shares pledged as collateral | None permitted | Company policy prohibits pledging by directors . |
| Hedging policy | Prohibited | Anti‑hedging policy covers directors . |
| Ownership guidelines | 5x annual director retainer; all directors in compliance as of Dec 31, 2024 | For non‑employee directors; compliance status confirmed . |
Governance Assessment
- Strengths/signals:
- Finance and technology depth plus Audit Committee Financial Expert designation strengthen financial oversight and audit quality; presence on Audit and Risk aligns with his skillset .
- Alignment: elected to take 2024 cash fees in stock (1,093 shares) and receives equity-heavy director pay; subject to stock ownership guidelines (5x retainer) with company confirming compliance as of year-end 2024 .
- Independence/overboarding: Independent; as a sitting CFO, he holds no other public company directorships beyond eBay and his employer, consistent with company policy .
- Potential risks/considerations:
- External executive role: Full-time CFO at Workday necessitates monitoring time commitments; however, attendance met the 75% threshold in 2024 and committee workloads (Audit 8; Risk 3) appear manageable .
- Related-party/transaction exposure: None disclosed at appointment; company reports no related-person transactions since Jan 1, 2024; ongoing oversight by Audit Committee mitigates conflict risk .
- Contextual governance practices:
- Anti‑hedging/pledging, majority vote standard with resignation policy, proxy access, and regular executive sessions support board accountability and investor protections .
No red flags identified regarding related-party transactions, pledging/hedging, or attendance based on available disclosures. The director’s finance and technology background, committee placements, and equity-heavy compensation mix generally support board effectiveness and investor alignment .