MikeM

How many companies in corporate America are just fronts for enriching people at the top, fraud, and illegal activity?

Allow me to translate this letter from eBay for those who don’t speak legalese: Ryan, We got your unsolicited offer to buy eBay for $125/share (half cash, half stock) supported by your 5% economic interest in eBay. Our board, backed by the usual crew of bankers and lawyers who get paid either way, “thoroughly reviewed” it. We’re rejecting it. Not because the math doesn’t work. Not because the highly confident letter from TD Securities for up to $20B on top of your $9B+ cash pile is fake. None of that. We’re rejecting it because your entire approach to running a company is an existential threat to how we like to operate here. Here are the reasons we feel this way, and the things we considered before paying consultants to write this: 1) We’d rather keep milking eBay as a “standalone” cash cow than let you turn it into something bigger and better. 2) Sure, you’ve got real financing lined up and you “know people” with deep pockets, but we’re going to call it “uncertain” anyway so we don’t have to engage. 3) Your plan would actually force real long-term growth and profitability changes we’d rather not be held accountable for. 4) The debt we pretended you can’t even obtain, the operational integration and focus on seller satisfaction, and most importantly, putting someone like you in charge of the combined entity all sound like a nightmare for our current leadership structure because all of us would have zero job security. 5) The valuation math only looks bad if you ignore the 46% premium you’re offering our shareholders and the upside from fixing eBay the way you fixed GameStop, which we are choosing to do and hoping nobody notices. 6) And I hope we buried the lede far enough here: Your governance and executive incentives are completely incompatible with ours. You and your board take zero cash, no salary, no bonuses, no golden parachutes. You buy shares with your own money and only get paid if shareholders win. We, on the other hand, like our nice, reliable annual payouts regardless of whether the stock is flat or the company is just coasting. We’re not about to hand over our golden goose to a guy who eats only what he kills. Look, eBay is “strong” and “resilient” in the way every entrenched public company says it is while handing out eight-figure checks and perks to the C-suite. We’ve done the usual incremental stuff: tweaked the marketplace a bit, returned some capital, and we’d like to keep doing that without any cowboy from GameStop coming in and demanding actual skin-in-the-game accountability. Can you just leave us alone? Our team remains focused on protecting the current regime and delivering “value”… mostly to ourselves and our consultants. Thanks, but no thanks, Paul S. Pressler
Chairman of the Board, eBay
(And proud beneficiary of the status quo)

Interesting...

In light of $EBAY rejecting the $GME offer this morning against their fiduciary responsibilities, let's take a look at Paul S. Pressler, the board Chair, who is a shining example of what failing upwards looks like in corporate America. He has been a director since 2015. Chairs the Corporate Governance & Nominating Committee. Has been Chairman of the Board since 2020. He was present throughout the 2019 stalking crimes, and now sits as Chairman of the full board. In 2019, he chaired the Compensation Committee, making him central to one of the most controversial decisions in the company's history: a board meeting was convened specifically to consider whether to activate the clawback provision on Devin Wenig's exit package, and the board voted not to proceed. That package was worth approximately $57 million. During a September 2024 deposition in the civil litigation, eBay's Director Ethics Counsel testified under oath that Wenig's departure was a firing, not a resignation, and that it was directly related to the stalking scandal. Despite this, the board publicly framed the exit as a mutual decision for months, a characterization that governance critics argue constitutes a material misrepresentation to investors. Pressler's committee also oversaw a quiet exit for former SVP Wendy Jones, who was interviewed by eBay's internal investigators on August 30 and September 6, 2019 in connection with the criminal conduct and was nonetheless allowed to remain employed through December 2020. Jones ultimately received compensation packages totaling over $11 million upon her eventual departure. Pressler became Chairman in May 2020, taking the seat from outgoing Chairman Thomas Tierney immediately after those decisions were made. The board waited until February 26, 2026 to reform its committee charters governing risk, audit, governance, technology, and compensation. That restructuring happened one day after the Steiners' civil lawsuit settled with undisclosed terms. eBay had not restructured governance at any point after the crimes became public in 2020, after entering a federal deferred prosecution agreement admitting to six felony offenses in January 2024, or at any time while the civil trial was pending. Critics at the time noted that reforming governance while litigation was active could have made those drafts discoverable and usable as evidence by the plaintiffs' attorneys. Pressler, as Chairman, would have been the chief architect of that timing decision. Currently, Pressler chairs the Corporate Governance and Nominating Committee, the same committee that oversees Aaron Johnson, eBay's Chief Ethics Officer. Johnson was copied on the August 2019 "Whatever. It. Takes." email from then-Communications Chief Steve Wymer before the crimes occurred. His promotion to lead company ethics, under Pressler's oversight, has drawn sustained criticism from governance observers. Before joining eBay's board, Pressler served as President and CEO of Gap Inc. from 2002 to 2007. Former employees interviewed by BusinessWeek characterized his tenure as "total system failure." Gap recorded its third consecutive dismal holiday shopping season under his leadership, and the board moved to remove him in January 2007 after months of investor pressure and public calls for his ouster from Wall Street. Founder Don Fisher had publicly defended Pressler in the months before the termination, but the defense did not hold. The board's post-departure statement that it needed someone with "deep retail expertise" was widely read as a direct indictment of Pressler's qualifications for the role. His exit triggered immediate speculation about a sale of the company. He collected $14.5 million in severance. Pressler served as Chairman of David's Bridal from 2012 to approximately 2018, during the period when the company was owned by private equity. By the time of his departure, David's Bridal carried approximately $760 million in debt. The company filed for Chapter 11 bankruptcy in November 2018 to restructure over $400 million of that obligation. It subsequently filed for bankruptcy a second time in April 2023, this time laying off more than 9,200 employees with no funds expected to be available to unsecured creditors. The structural financial condition of the company at the time of its first bankruptcy was built during Pressler's chairmanship. As an eBay shareholder myself, I am calling for Paul Pressler to resign immediately. No golden parachute either.

Interesting... $EBAY $GME