DEF 14A of TripAdvisor, Inc., Apr 29, 2024

DEF 14A of TripAdvisor, Inc.

Filed Apr 29, 2024 · FY20230000950170-24-049349

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Board of Directors Overview

    Board of Directors Overview Our Board currently consists of ten members. Pursuant to the terms of Tripadvisor’s bylaws, each director serves for a one-year term from the date of his or her election and until such director’s successor is elected or until such director’s earlier resignation or removal. The Board recommends that each of the ten nominees listed below be elected to serve a one-year term and until such director’s successor shall have been duly elected and qualified or until such director’s earlier resignation or removal: Gregory B. Maffei Matt Goldberg Jay C. Hoag Betsy L. Morgan M. Greg O’Hara Jeremy Philips Albert E. Rosenthaler Trynka Shineman Blake Jane Jie Sun Robert S. Wiesenthal Tripadvisor’s restated certificate of incorporation provides that the holders of Tripadvisor common stock, acting as a single class, are entitled to elect a number of directors equal to 25% of the total number of directors, rounded up to the next whole number, which will be three directors as of the date of the Annual Meeting. The Board has designated Ms. Shineman and Messrs. Philips and Wiesenthal as nominees for the positions on the Board to be elected by the holders of Tripadvisor common stock voting as a separate class. Pursuant to the Governance Agreement, LTRIP has the right to nominate up to a number of directors equal to 20% of the total number of the directors (rounded up to the next whole number if the number of directors on the Board is not an even multiple of five) for election to the Board and has certain other rights regarding committee participation, so long as certain stock ownership requirements applicable to LTRIP are satisfied. LTRIP has designated Messrs. Maffei and O’Hara as its nominees to the Board. Although management does not anticipate that any of the nominees named above will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute nominee designated by the Board.

  3. Information Regarding Director Nominees

    Information Regarding Director Nominees The information provided below about each nominee is as of the date of this Proxy Statement. The information presented includes the name of each of the nominees, along with his or her age, any positions held with the Company, term of office as a director, principal occupations or employment for the past five years or more, involvement in certain legal proceedings, if applicable, and the names of all other publicly-held companies for which he or she currently serves as a director or has served as a director during the past five years. The information also includes a description of the specific experience, qualifications, attributes and skills of each nominee that led our Board to conclude that he or she should serve as a director of the Company for the ensuing term. The ten nominees to the Board possess the experience and qualifications that we believe will allow them to make substantial contributions to the Board. In selecting nominees to the Board, we seek to ensure that the Board collectively has a balance of diversity, experience, and expertise, including chief executive officer experience, chief financial officer experience, international expertise, corporate governance experience and experience in other functional areas that are relevant to our business. The following contains a more detailed discussion of the business experience and qualifications of each of the nominees to the Board.

  4. Information Regarding Director Nominees

    | Gregory B. Maffei Age: 63 Director Since: 2013 Committee Memberships: • Compensation • Executive | Mr. Maffei has served as a director as well as the President and Chief Executive Officer of Liberty Media Corporation (“LMC”) (including its predecessor) since May 2007, LTRIP since July 2013, Liberty Broadband Corporation (“LBC”) since June 2014, and of the Atlanta Braves Holdings, Inc. since December 2022.He has served as Chairman of the board of directors of Liberty Tripadvisor (“LTRIP”) since June 2015, Qurate Retail, Inc. (“Qurate”) since March 2018, of Atlanta Brave Holdings, Inc. since July 2023, and as a director of Qurate (including its predecessor) since November 2005. He previously served as President and Chief Executive Officer of Qurate from February 2006 to March 2018 and CEO-Elect from November 2005 through February 2006. Prior to joining Qurate, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation, Chairman, President and Chief Executive Officer of 360 networks Corporation and Chief Financial Officer of Microsoft Corporation. Mr. Maffei currently serves on the board of directors of the following public companies: Sirius XM Holdings Inc., Live Nation Entertainment, Inc., Charter Communications, Inc., and Zillow Group, Inc. Mr. Maffei is a member of the Council on Foreign Relations. Mr. Maffei previously served on the Board of Trustees of Dartmouth College, the board of directors of Starz, Electronic Arts, Inc., Barnes & Noble, Inc., Citrix Systems, Inc., DirecTV, Starbucks Corp., and Dorling Kindersley Limited. Mr. Maffei holds an M.B.A. from Harvard Business School, where he was a Baker Scholar, and an A.B. from Dartmouth College. Board Membership Qualifications: Mr. Maffei brings to our Board significant financial and operational experience based on his senior policy-making positions at LMC, Qurate, LBC and LTRIP, his previous executive positions at Oracle, 360networks and Microsoft and his other public company board experience. He provides our Board with an executive and leadership perspective on the operation and management of large public companies and risk management principles. |

  5. Information Regarding Director Nominees

    | Matt Goldberg Age: 53 Director Since: 2022 Committee Memberships: • Executive | Mr. Goldberg has served as President and CEO of Tripadvisor, Inc. since July 2022. From February 2020 through June 2022, Mr. Goldberg held positions of increasing responsibility at The Trade Desk, a global technology company, including Executive Vice President, North America and Global Operations, as well as founding director of Dataphilanthropy a private foundation. Mr. Goldberg served as Global Head of M&A and Strategic Alliances for News Corp from December 2016 through December 2019. Mr. Goldberg served as Senior Vice President, Global Market Development and Head of Corporate Development for Qurate, formerly known as QVC from October 2013 through November 2016. Prior to that, Mr. Goldberg was CEO of Lonely Planet, a travel guide publisher for nearly five years. Mr. Goldberg currently serves on the board of directors of Blue Ocean Acquisition Corp., and is active in philanthropy and nonprofit leadership, including The Burning Man Project and Lumina Foundation. Mr. Goldberg holds an M.B.A. from Stanford University, an M.A. in International Studies from The University of Melbourne, and a B.A. in English from Cornell University. Board Membership Qualifications: Mr. Goldberg has extensive knowledge and significant experience in the online advertising sector of the global travel industry. Mr. Goldberg also possesses strategic and governance skills gained through his executive and director roles with several other companies.. |

  6. Information Regarding Director Nominees

    | Jay C. Hoag Age: 65 Director Since: 2018 Committee Memberships: • Compensation • Section 16 | Mr. Hoag co-founded Technology Crossover Ventures, a private equity and venture capital firm, in 1995 and continues to serve as a founding General Partner. In addition to the board of directors of the Company, Mr. Hoag currently serves on the boards of directors of the following public companies: Netflix, Inc., Peloton Interactive, Inc. and Zillow Group, Inc. Mr. Hoag previously served on a number of other boards of directors of public and private companies. Mr. Hoag is also on the Board of Trustees of Northwestern University and Vanderbilt University, and the Investment Advisory Board of the University of Michigan. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University. Board Membership Qualifications: As a venture capital investor, Mr. Hoag brings strategic insights and extensive financial experience to the Company’s Board. He has evaluated, invested in and served as a board and committee member of numerous companies, both public and private, and is familiar with a full range of corporate and board functions. His many years of experience helping companies shape and implement strategy provide the Company’s Board with unique perspectives on matters such as risk management, corporate governance, talent selection and leadership development. |

  7. Information Regarding Director Nominees

    | Betsy L. Morgan Age: 55 Director Since: 2019 Committee Memberships: • Compensation—Chair • Section 16—Chair | Ms. Morgan is currently the co-founder of Magnet Companies, a private equity-backed company focused on media and commerce, and an associate professor at Columbia Business School and Columbia College. From February 2016 to July 2018, Ms. Morgan served as an Executive in Residence of LionTree, an advisory and merchant bank firm specializing in technology and media. From January 2011 to July 2015, Ms. Morgan was the CEO of TheBlaze, an early multi-platform and direct-to-consumer news and entertainment company. Prior to TheBlaze, Ms. Morgan was the CEO of The Huffington Post. Ms. Morgan currently serves on the board of directors of the following privately-held companies: Trusted Media Brands, Chartbeat and TheSkimm. Ms. Morgan has an M.B.A. from Harvard Business School and a B.A. in Political Science and Economics from Colby College, where she served as a member of the Board of Trustees for eight years. She is also a contributor to Riptide, an oral history of journalism and digital innovation created by Harvard’s Shorenstein Center on Media, Politics and Public Policy. Board Membership Qualifications: Ms. Morgan has extensive experience leading digital media, subscription and original content businesses. This experience benefits Tripadvisor and its stockholders as we continue to execute on our strategy. Her financial background, investment knowledge and board experience also make her valuable to the Board, able to provide valuable insight and advice. |

  8. Information Regarding Director Nominees

    | M. Greg O’Hara Age: 58 Director Since: 2020 Committee Memberships: • None | Mr. O’Hara is the Founder and a Senior Managing Director of Certares Management LLC (“Certares”). Prior to forming Certares, he served as Chief Investment Officer of JPMorgan Chase’s Special Investments Group (“JPM SIG”). Prior to JPM SIG, Mr. O’Hara was a Managing Director of One Equity Partners (“OEP”), the private equity arm of JPMorgan. Before joining OEP in 2005, he served as Executive Vice President of Worldspan and was a member of its board of directors. Mr. O’Hara is the Chairman of American Express Global Business Travel and the Chairman of the World Travel & Tourism Council, serves on the boards of directors of Hertz Global Holdings, Tripadvisor, and Certares Holdings, where he is the Head of the Investment Committee, and is a member of the Management Committee of Certares, CK Opportunities Fund, where he is a member of the Investment Committee and the Management Committee, and Certares Real Estate Holdings, where he is a member of the Investment Committee and the Management Committee. Mr. O’Hara received his M.B.A. degree from Vanderbilt University. Board Membership Qualifications: Mr. O’Hara’s extensive background in investment analysis and management and his particular expertise in the travel industry contribute to our Board’s evaluation of investment and financial opportunities and strategies and strengthen our Board’s collective qualifications, skills and attributes. |

  9. Information Regarding Director Nominees

    | Jeremy Philips Age: 51 Director Since: 2011 Committee Memberships: • Audit | Mr. Philips has been a general partner of Spark Capital since May 2014. From 2012 to 2014, Mr. Philips invested in private technology companies. From 2010 to 2012, Mr. Philips served as the Chief Executive Officer of Photon Group Limited, a holding company listed on the Australian Securities Exchange. From 2004 to 2010, Mr. Philips held various roles of increasing responsibility with News Corporation, most recently as an Executive Vice President in the Office of the Chairman. Before joining News Corporation, he served in several roles, including co-founder and Vice-Chairman of ecorp, a publicly-traded Internet holding company, and as an analyst at McKinsey & Company. Mr. Philips is on the board of directors of Angi Inc. and several private Internet companies. He served on the board of directors of Affirm Holdings from 2015 to 2021. He holds a B.A. and LL.B. from the University of New South Wales and an MPA from the Harvard Kennedy School of Government. Board Membership Qualifications: Mr. Philips has significant strategic and operational experience acquired through his service as chief executive officer and other executive-level positions. He also possesses a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions as well as an extensive background in the Internet industry. |

  10. Information Regarding Director Nominees

    | Albert E. Rosenthaler Age: 64 Director Since: 2016 Committee Memberships: • None | Mr. Rosenthaler has served as Senior Advisor of LMC since January 2024. Until his resignation effective January 1, 2024, Mr. Rosenthaler served as Chief Corporate Development Officer of LMC, Qurate, LTRIP, Atlanta Braves Holdings, Inc., and LBC from October 2016 to December 2023. He previously served as Chief Corporate Development Officer of GCI Liberty, Inc. from March 2018 to December 2020, Liberty Expedia from October 2016 to July 2019, and Liberty Media Acquisition Corporation from November 2020 to December 2022. Mr. Rosenthaler serves as a director of LTRIP. He holds a Bachelor of Arts degree from Olivet College and a Master of Accounting Science from the University of Illinois. Board Membership Qualifications: Mr. Rosenthaler has significant executive and financial experience gained through his service as an executive officer of Qurate and LMC for many years and as a partner of a major national accounting firm for more than five years prior to joining Qurate and Liberty. Mr. Rosenthaler brings a unique perspective to our Board, focused in particular on the areas of tax management, mergers and acquisitions and financial structuring. Mr. Rosenthaler’s perspective and expertise assist the Board in developing strategies that take into consideration the application of tax laws and capital allocation. |

  11. Information Regarding Director Nominees

    | Trynka Shineman Blake Age: 50 Director Since: 2019 Committee Memberships: • Audit | Ms. Shineman serves on the board of directors of SEMRush, an online visibility and content marketing SaaS business that helps marketers do their job more effectively and serves as chair of its Nominations and Governance Committee. From March 2004 through February 2019, Ms. Shineman held positions of increasing responsibility with Cimpress N.V., and most recently was the Chief Executive Officer of its Vistaprint business. Ms. Shineman has an M.B.A. from Columbia Business School and a B.A. in Psychology from Cornell University. Board Membership Qualifications: Ms. Shineman has many years of experience with customer-focused businesses and with digital transformations. She has extensive experience helping companies develop a deep understanding of customer needs and shaping the organization around those needs. She is able to provide the Board and management with important insight and counsel as Tripadvisor improves its platform to provide its users a better and more inspired travel planning experience. |

  12. Information Regarding Director Nominees

    | Jane Jie Sun Age: 55 Director Since: 2020 Committee Memberships: • None | Jane Jie Sun ( ) has served as the Chief Executive Officer of Trip.com, as well as a member of the board of directors, since November 2016. Prior to that, she was a co-President since March 2015, Chief Operating Officer since May 2012, and Chief Financial Officer from 2005 to 2012. Ms. Sun is a member of the JPMorgan Asian Advisory Board, vice chair of the World Travel and Tourism Council, co-chair of the Development Advisory Board of University of Michigan and Shanghai Jiao Tong University Joint Institute, and a board member and Business Leaders Group Committee member of Business China established by Singapore’s Founding Prime Minister Mr. Lee Kuan Yew. Ms. Sun received her B.S. in Accounting from the University of Florida in August 1992 with high honors. She also obtained her LL.M. degree from Peking University Law School in July 2010. Ms. Sun has been a director MakeMyTrip Limited since August 2019 and a director of iQIYI, Inc. since June 2018. Board Membership Qualifications: Ms. Sun has significant financial and business experience operating and managing online travel businesses as well as mergers and acquisitions and financial reporting. She provides our board with leadership perspective on the operation and management of large companies operating in the travel space. As a female CEO in China’s high-tech industry, Ms. Sun has made it her mission to empower women to achieve balance and success in both their career and family lives and is a strong advocate for gender equality. |

  13. Information Regarding Director Nominees

    | Robert S. Wiesenthal Age: 57 Director Since: 2011 Committee Memberships: • Audit–Chair | Since July 2015, Mr. Wiesenthal has served as founder and Chief Executive Officer of Blade Air Mobility, Inc., a technology-powered, global air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the U.S., Canada, Europe, and India. Blade is largest arranger of helicopter flights in and out of city centers in the U.S. From January 2013 to July 2015, Mr. Wiesenthal served as Chief Operating Officer of Warner Music Group Corp., a leading global music conglomerate. From 2000 to 2012, Mr. Wiesenthal served in various senior executive capacities with Sony Corporation ("Sony"), most recently as Executive Vice President and Chief Financial Officer. Prior to joining Sony, from 1988 to 2000, Mr. Wiesenthal served in various capacities with Credit Suisse First Boston, most recently as Managing Director, Head of Digital Media and Entertainment. Mr. Wiesenthal previously served on the board of directors of Starz. Mr. Wiesenthal has a B.A. from the University of Rochester. Board Membership Qualifications: Mr. Wiesenthal possesses extensive strategic, operational and financial experience, gained through his wide range of service in executive-level positions with a strong focus on networked consumer electronics, entertainment, and digital media. He also has a high degree of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. |

  14. Information Regarding Director Nominees

    All of our nominees also have extensive management experience in complex organizations. In addition to the information presented regarding each nominee’s specific experience, qualifications, attributes, and skills that led the Board to the conclusion that he or she should be nominated as a director, each nominee has proven business acumen and an ability to exercise sound judgment, as well as a commitment to Tripadvisor and its Board as demonstrated by each nominee’s past service. The Board considered the Nasdaq requirement that Tripadvisor’s Audit Committee be composed of at least three independent directors, as well as specific Nasdaq and U.S. Securities and Exchange Commission (“SEC”) requirements regarding financial literacy and expertise. Election of Mss. Morgan and Sun and Messrs. Maffei, Hoag, Goldberg, O’Hara and Rosenthaler as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Tripadvisor common stock and Class B common stock, present in person or represented by proxy, voting together as a single class. Election of Ms. Shineman and Messrs. Philips and Wiesenthal as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Tripadvisor common stock, present in person or represented by proxy, voting together as a separate class. We ask our stockholders to vote in favor of each of the director nominees. Valid proxies received pursuant to this solicitation will be voted in the manner specified. With respect to the election of directors, you may vote “FOR” or “WITHHOLD”. Where no specification is made, it is intended that the proxies received from stockholders will be voted "FOR" the election of the director nominees identified. Votes withheld and broker non-votes will have no effect because approval by a certain percentage of voting stock present or outstanding is not required.

  15. Information Regarding Director Nominees

    | THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE. |

  16. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  17. Corporate Governance Highlights

    Corporate Governance Highlights We are a “controlled company” as defined under the Nasdaq Stock Market Listing Rules (the “Nasdaq Rules”). As such, we are exempt from certain requirements for public companies under the Nasdaq Rules; however, the Company’s Board endeavors to conduct itself and to manage the Company in a way that best serves all of the Company’s stockholders. We strive to maintain the highest governance standards in our business and our commitment to effective corporate governance is illustrated by the following practices: • Chairman of the Board separate from the CEO; • Eight of the ten directors are independent; • All three Audit Committee members are independent and “financial experts”; • Board review of enterprise risk management and related policies, processes and controls, with Board committees exercising oversight for risk matters within their purview; • Board oversight over management’s development and execution of the Company’s strategy and plan, including the extent to which risks and opportunities are embedded in that strategy; • Direct access and regular communication between the Board and members of senior management; • Actively seek members of historically underrepresented groups for every open Board seat; • Stock ownership guidelines for directors and executive officers; and • Comprehensive insider trading policy that also prohibits hedging and pledging transactions of our stock by directors or employees. In addition, please note the summary information below regarding our Board:

  18. Board Diversity Matrix

    Board Diversity Matrix In compliance with Nasdaq Rules, the table below provides certain information about the composition of our directors and director nominees as of April 26, 2024. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

  19. Board Diversity Matrix

    | Board Size: | | | | | | Total Number of Directors | 10 | | | | | Gender: | Male | Female | Non-Binary | Gender Undisclosed | | Number of directors based on gender identity | 7 | 3 | — | — | | Number of directors who identify in any of the categories below: | | | | | | African American or Black | — | — | — | — | | Alaskan Native or American Indian | — | — | — | — | | Asian | — | 1 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 7 | 2 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Demographic Background Undisclosed | 0 | | | |

  20. Board of Directors

    Board of Directors

  21. 2023 Business Highlights and Executive Summary

    2023 Business Highlights and Executive Summary The Board has a Compensation Committee and a Section 16 Committee that together have primary responsibility for establishing the compensation of our named executive officers. We have a pay for performance philosophy that guides all aspects of our compensation decisions. For example: • annual incentive compensation is structured so that payouts are tied to the achievement of financial and strategic targets; • the interests of our NEOs are aligned with those of our stockholders through the granting of a substantial portion of compensation in equity awards with multi-year vesting requirements and key performance metrics; and • by combining a three- to four-year vesting period for equity awards with policies prohibiting hedging or pledging of such securities, a substantial portion of our executive’s compensation package is tied to changes in our stock price, and therefore, is variable for a significant period of time. In 2023, we saw robust activity in the travel industry, especially in light of macroeconomic uncertainty throughout much of the year. Our teams executed well, exceeding expectations we set out at the start of the year. More specifically, the Company was able to achieve the following: • In the fiscal year ended December 31, 2023 ("Fiscal 2023"), consolidated revenue reached nearly $1.8 billion, as compared to nearly $1.5 billion in the fiscal year ended December 31, 2022 ("Fiscal 2022"), reflecting annual growth of 20% and an all-time high for the Tripadvisor group of companies; • Tripadvisor's experiences business, or our Viator segment, delivered more than 40% of consolidated revenue, reflecting successful execution on the Company's strategy to diversify its portfolio; • Net Income was $10 million for Fiscal 2023, as compared to a net income of $20 million in Fiscal 2022; • Adjusted EBITDA* for Fiscal 2023 was $334 million, as compared to adjusted EBITDA of $295 million in Fiscal 2022; and • We exited the year with strong liquidity - with nearly $1.1 billion in cash and cash equivalents as of December 31, 2023. *Adjusted EBITDA is a non-GAAP financial measure. Refer to our 2023 Annual Report for a reconciliation of adjusted EBITDA to Net Income, the most directly comparable financial measure calculated and presented in accordance with U.S. Generally Accepted Accounting Principles. The named executive officers referred to herein encompasses: (i) each individual who served as our principal executive officer at any time during the Fiscal 2023; (ii) each individual who served as our principal financial officer at any time during Fiscal 2023; (iii) the next three most highly-compensated executive officers (other than any individual who served as our principal executive officer or principal financial officer) who were serving in such capacity as of the last day of Fiscal 2023; and (iv) as applicable, up to two additional individuals for whom disclosure would have been provided pursuant to the foregoing clause (iii) but for the fact that the individual was not serving as an executive officer at the end of 2023.

  22. Compensation Program Objectives

    | Compensation Element | Compensation Objective | Performance Metrics | Characteristics | Time Horizon | | Base Salary | • Attract and retain qualified executives | • None | • Market-competitive, fixed level of compensation | • Annual | | Annual Bonus | • Attract and retain qualified executives • Motivate performance to achieve specific short-term financial and strategic objectives | • Revenue • Adjusted EBITDA | • At target, annual incentive provides market-competitive total cash opportunity • At-risk compensation | • Annual | | Equity Awards - Time-Based RSUs | • Align NEOs’ and stockholders’ interests • Attract and retain qualified executives | • N/A | • Generally vest over three to four years to enhance retention • At-risk compensation | • Three to Four years | | Equity Awards - Performance-Based RSUs | • Motivate performance to achieve specific long-term financial and strategic objectives | • Revenue • Adjusted EBITDA | • At-risk compensation • Two-year performance period, with a three-year vesting period | • Three years |

  23. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to the Compensation Committee and Section 16 Committee Charter, the Compensation Committees may retain compensation consultants for the purpose of assisting the Compensation Committees in their evaluation of the compensation for our named executive officers. In July 2021, the Compensation Committees retained FW Cook, a premier provider of independent executive and non-employee director compensation consulting services to compensation committees and senior management. FW Cook has provided objective, independent and expert advice to the Compensation Committees and senior management on matters related to executive pay and performance. More specifically, FW Cook provided the following services to the Compensation Committees: Assist in developing and annually evaluating a peer group of publicly-traded companies to help assess executive compensation, equity usage relative to peer companies and “new hire” compensation; • Compile and analyze competitive compensation market data and review all elements of Tripadvisor’s executive compensation to assist the Company in developing a competitive compensation framework for our named executive officers; • Review the value of equity compensation granted to our executives and advise on matters related to our long-term incentive compensation structure generally as well as any potential engagement or retention grants; • Provide advice on matters related to director compensation; and • Provide updates on executive compensation trends and regulatory developments. While the Compensation Committees meet regularly with the compensation consultant, the Compensation Committees consider input from the compensation consultant as one factor in making decisions with respect to compensation matters, along with information and analysis they receive from management and their own judgment and experience. Based on consideration of the factors set forth in the rules of the SEC and Nasdaq, the Compensation Committees have determined that their relationships with FW Cook and the work performed by FW Cook on behalf of the Compensation Committees have not raised any conflict of interest. In addition, in compliance with the Compensation Committee and Section 16 Committee Charter, the Compensation Committees approved the fees paid to FW Cook for work performed in 2023. FW Cook did not provide additional services to the Company or its affiliates in an amount in excess of $120,000 during the last completed fiscal year.

  24. Role of Stockholders

    Role of Stockholders Tripadvisor provides its stockholders with the opportunity to cast an advisory vote to approve the compensation of our named executive officers every three years. In evaluating our 2023 executive compensation program, the Compensation Committees considered the result of the stockholder advisory vote on our executive compensation (the “say-on-pay vote”) held at our Annual Meeting of Stockholders on June 8, 2021, which was approved by approximately 97% of the votes cast. Our Compensation Committees takes into account input from our stockholders, the recommendations of major proxy advisory firms, the practices of companies in our peer group and the views of our compensation consultant in designing our executive compensation program and setting compensation for our named executive officers. Specifically, our executive compensation program includes the following features that we believe ensure promotion of stockholders’ interests and strong corporate governance: • Greater portions of compensation that are incentive based, or “variable,” as described in more detail in this section; • Increased focus on structuring annual bonus and equity awards so that payouts are tied to the achievement of financial targets and strategic objectives; • Cash and equity incentive awards are subject to our Clawback policy; • Robust executive stock ownership guidelines; • Amendment of our stock plan to eliminate “single trigger” acceleration of equity awards upon a change in control and to provide for “double trigger” acceleration; • A policy that prohibits hedging, or hedging against losses, of Tripadvisor securities; and • Provisions in our equity plans that prohibit repricing of stock options without stockholder approval. We will continue to evaluate ways to ensure that our executive compensation programs compensate our NEOs for performance that furthers our business strategy and initiatives, competitive performance, sound corporate governance principles and stockholder value and return. We will continue to seek to align our NEOs’ incentive compensation opportunities to the achievement of short-term and long-term performance objectives that are directly aligned with the interest of our stockholders. The Compensation Committees will continue to consider the outcome of the say-on-pay vote when making future compensation decisions for our named executive officers. We have historically held a say-on-pay vote every three years. At the Annual Meeting, stockholders will consider and vote upon the frequency of future say-on-pay votes. Although such vote is advisory and non-binding on Tripadvisor and our Board, the Board will take into account the outcome of this vote in making a determination on the frequency of future say-on-pay votes.

  25. Annual Bonus

    Annual Bonus Annual bonuses are awarded to recognize and reward each named executive officer based on achievement of the Company’s annual operating plan as well as achievement of any strategic goals or business goals set for such named executive officer and such named executive officer’s specific contributions to the Company’s performance. The amount payable each year is based on (i) with respect to 75%, the extent to which certain pre-established financial performance goals are achieved during the year, and (ii) with respect to the remaining 25%, the extent to which individual performance goals established for each named executive officer are achieved during the year. The annual bonus is “variable compensation” because the Company must achieve certain performance goals and/or the named executive officer must achieve certain individual performance goals in order for the executive officers to receive an annual incentive bonus, with the amount of bonus based on the extent to which the goals are achieved. The annual bonus is designed to motivate our executive officers to improve company and individual performance. The annual bonus program aligns a portion of executive compensation with key business and financial targets and, as a result, provides a valuable link between compensation and creation of stockholder value. Unless otherwise provided by the provisions of his or her employment agreement, the target annual bonus opportunities for our named executive officers are generally established by the Compensation Committees, based on competitive market data and recommendations by the President and Chief Executive Officer (other than in connection with his own compensation). The Compensation Committee set the weighting at 25% for individual performance and 75% for financial performance. The financial performance consists of revenue goals (50%) and adjusted EBITDA goals (50%); the threshold for payment is set at 50% of the target and the maximum payout is 200% of target. The threshold payout of 50% of the target bonus requires achievement of 90% of the revenue and adjusted EBITDA targets while the maximum payout of 200% of the target bonus requires achievement of 110% of the revenue and adjusted EBITDA targets. The annual bonus was designed with such threshold, target and maximum payout goals in order to create more financial incentive for management to achieve a performance range of target or higher. The remaining 25% of each individual’s annual bonus target is determined based on the extent to which the executive achieved individual performance goals. In February 2024, the Compensation Committee approved payouts for bonuses with respect to the 2023 calendar year for each of our named executive officers after taking into account a variety of factors including, but not limited to, the following: Tripadvisor's Fiscal 2023 revenue goal achievement at 101% of target and Tripadvisor's Adjusted EBITDA goal achievement at 92% of target; • Tripadvisor’s performance against the strategic initiatives described above and the executive officers’ contributions and efforts with respect to such initiatives; • the named executive officer’s individual performance; and • the recommendations of the President and Chief Executive Officer (other than in connection with his own compensation). The table below set forth, for each named executive officer, the target bonus for 2023, the actual bonus paid and percentage of bonus paid relative to annual bonus target for each named executive officer.

  26. Annual Bonus

    | Name | Target Bonus as % of Base Salary | Target Bonus | Bonus Award | Percentage of Award to Target | | Matt Goldberg | 100% | $900,000 | $891,000 | 99% | | Mike Noonan | 80% | $420,000 | $415,000 | 99% | | Seth Kalvert | 80% | $420,000 | $400,000 | 95% | | Kanika Soni (1) | N/A | N/A | N/A | N/A | | Ernst Teunissen (1) | N/A | N/A | N/A | N/A |

  27. Annual Bonus

    (1) Ms. Soni and Mr. Teunissen did not receive an annual bonus for 2023 because their employment terminated as of January 15, 2023 and January 1, 2023, respectively.

  28. Equity Awards

    Equity Awards The Compensation Committees use equity awards to align executive compensation with our long-term performance. Equity awards link compensation to financial performance because their value depends on changes in Tripadvisor’s performance and/or share price. Equity awards are also an important retention tool because they vest over a multi-year period, subject to continued service by the award recipient. Equity awards are typically granted to our named executive officers upon hire or promotion and annually thereafter. Management generally recommends annual equity awards in the first quarter of each year when the Compensation Committees meet to make determinations regarding annual bonuses for the last completed fiscal year and to set target compensation levels for the current fiscal year. The practice of the Compensation Committees is to generally grant equity awards to our named executive officers only in open trading windows. Under the Company’s stock plans, the Compensation Committees may grant a variety of long-term incentive vehicles. The following is a general description of the vehicles we used in 2023: Service-Based Restricted Stock Units, or RSUs. RSUs are a promise to issue shares of our common stock in the future provided that the named executive officer remains employed with us through the award’s vesting period. RSUs provide the opportunity for capital accumulation and long-term incentive value and are intended to assist in satisfying our retention objectives. As a result, RSUs typically vest over a three to four-year requisite service period. Performance-Based Restricted Stock Units (“PSUs”). PSUs are also a promise to issue shares of common stock in the future provided that the NEO remains employed with us through the awards vesting period and certain pre-determined performance metrics are achieved. The number of shares earned, if any, depends on the extent to which financial performance metrics established by the Compensation Committees are met, relative to the targets established by the Compensation Committees. The Compensation Committees review various factors considered by management when they establish Tripadvisor’s equity award grant pool including, but not limited to, the following: Tripadvisor’s business and financial performance, including year-over-year performance; dilution rates, taking into account projected headcount growth and employee turnover; equity compensation utilization by peer companies; • general economic conditions; and • competitive compensation market data regarding award values. For specific awards to our NEOs, the Section 16 Committee considers a variety of factors including, but not limited to, the following: • Tripadvisor’s business and financial performance, including year-over-year performance; • individual performance and future potential of the executive; • the overall size of the equity award pool; • award value relative to other Tripadvisor employees; • the value of previous awards and amount of outstanding unvested equity awards; • competitive compensation market data, to the degree that the available data is comparable; and • the recommendations of the President and Chief Executive Officer (other than in connection with his own compensation). After review and consideration of the recommendations of management and the President and Chief Executive Officer (other than with respect to awards for himself), the Section 16 Committee decides whether to grant equity awards to our NEOs. After consideration of the factors discussed above, in February 2023 the Section 16 Committee granted the equity awards set forth in the table below to Messrs. Noonan and Kalvert in connection with our annual equity awards program. Pursuant to the terms of his employment agreement, Mr. Goldberg was not eligible to receive equity awards in 2023. Ms. Soni did not receive any equity awards in 2023 because her employment terminated on January 15, 2023. Mr. Teunissen did not receive any equity awards in 2023 because his employment terminated on January 1, 2023.

  29. Equity Awards

    | Name | Grant Date Fair Value | Number of RSUs | Number of PSUs | | Mike Noonan | $2,744,377 | 67,446 | 67,446 | | Seth Kalvert | $2,058,262 | 50,584 | 50,584 |

  30. Equity Awards

    The RSUs vest over four years, with 25% of such awards vesting on February 15, 2024 and 6.25% of the award vesting in equal quarterly installments commencing thereafter and for the remaining three years. The PSU awards vest in two equal annual installments on each of December 31, 2024 and December 31, 2025, if and to the extent the Company achieves pre-determined revenue and adjusted EBITDA metrics (each weighted 50%) established by the Compensation Committees. Based upon actual attainment relative to the target financial metrics, employees have the ability to receive up to 200% of the target number originally granted, or to be issued none at all. Market-Based Restricted Stock Units (“MSUs”). Messrs. Goldberg and Noonan were granted MSUs in 2022 in connection with their hire. These MSUs vest over three years but only to the extent that the volume weighted average price of a share of the Company’s common stock as reported on Bloomberg (or equivalent wire service) over a 30 trading day period between the first anniversary of the grant date and the third anniversary of the grant date exceeds certain levels, beginning at $35.00 per share. None of the shares underlying the MSUs held by Messrs. Noonan or Goldberg vested in 2023 but the MSUs held by them remain outstanding and eligible to be earned and vest.

  31. Role of Competitive Compensation Market Data

    Role of Competitive Compensation Market Data Management considers multiple data sources when reviewing compensation information to ensure that the data reflects compensation practices of relevant companies in terms of size, industry and business complexity. Among other factors, the Compensation Committees considers the following information regarding compensation for our named executive officers: • Data from compensation surveys that include companies of a similar size and industry; and • Data regarding compensation for certain executive officer positions from recent proxy statements and other SEC filings of peer companies. The Compensation Committees annually retain our compensation consultant to review the compensation peer group and to recommend possible changes. Our business model is specialized in that we use our innovative technology systems and software to attract users and then facilitate transactions between our business partners and those users. Accordingly, our compensation consultant identified comparable companies focusing on publicly traded companies in the business to consumer and software industries as well as revenue and market capitalization. The compensation consultant reviewed the peer group in October 2022 and suggested that Booking Holdings be removed from the peer group due to its size, and Zynga be removed as it was taken private in June 2022. Additionally, it was suggested that Shutterstock be added to the peer group given its size and operations were comparable to Tripadvisor. The changes resulted in a 16-company peer group in which Tripadvisor is positioned near the 25th percentile in terms of revenue and near the median in terms of market cap and adjusted EBITDA. Based on the input from FWC, the Compensation Committee approved the peer group for purposes of reviewing our 2023 executive compensation program,

  32. Role of Competitive Compensation Market Data

    | Company Name | | Akamai Technologies | | Angi | | Box | | CarGurus | | Cimpress plc | | Etsy | | Expedia Group | | Groupon | | HubSpot | | IAC Inc. (fka IAC/InterActiveCorp) | | Redfin | | Sabre | | Shutterstock | | Stitch Fix | | Yelp | | Zillow Group |

  33. Role of Competitive Compensation Market Data

    When available, management and the Compensation Committees consider competitive market compensation paid by peer group companies but do not attempt to maintain a certain target percentile within the compensation peer group or otherwise rely solely on such data when making recommendations to the Compensation Committees regarding compensation for our named executive officers. Management and the Compensation Committees strive to incorporate flexibility into our executive compensation program and the assessment process to respond to and adjust for the evolving business environment and the value delivered by our named executive officers.

  34. Post-Employment Compensation

    Post-Employment Compensation The Company has entered into employment arrangements with each of our named executive officers. Pursuant to these agreements, each of our named executive officers is eligible to receive certain severance payments and benefits in the event of a qualifying termination of employment. The material terms of these employment agreements are described below under the heading “Potential Payments Upon Termination or Change in Control” below. For further information regarding the severance payments and benefits received in connection with a named executive officer's resignation, please see “Potential Payments Upon Termination or Change in Control.” We believe that a strong, experienced management team is essential and in the best interests of the Company and our stockholders. In addition, we recognize that the possibility of a change in control could arise and that such an event could result in the departure of our senior leaders to the detriment of the Company and our stockholders. As a result, in 2017 we adopted a severance plan applicable to certain senior leaders (the “Severance Plan”). The Severance Plan formalizes and standardizes our severance practices for certain of our senior leaders. Adoption of the Severance Plan was approved by the Compensation Committees. The Severance Plan applies to all named executive officers as well as certain other senior leaders. While the benefits are generally consistent with the severance benefits provided for in individual employment agreements, there are some differences. Under the terms of the Severance Plan, in the event of any conflict or inconsistency between the terms of any employment agreement and the Severance Plan, the terms more beneficial to the executive shall prevail. For a description and quantification of change in control payments and benefits for our named executive officers, please see the section below entitled “Potential Payments Upon Termination or Change in Control.” Tripadvisor's Inc. 2023 Stock and Annual Incentive Plan (the "2023 Plan") provides only for “double trigger” acceleration (i.e., acceleration upon termination by the Company other than for Cause or disability or resignation for Good Reason, in each case within three months prior to and 12 months following a change in control). The 2023 Plan also provides for acceleration of all equity awards upon the death of a participant. Please see “Estimated Potential Incremental Payments” below for further information regarding the treatment of equity awards held by our Named Executive Officers upon certain circumstances.

  35. CEO PAY RATIO

    CEO PAY RATIO SEC rules require annual disclosure of the ratio of the annual total compensation of a company’s principal executive officer to such company’s median employee’s total annual compensation, excluding the principal executive officer for purposes of this calculation. The purpose of this disclosure is to provide a measure of the equitability of pay within the organization. The 2023 annual total compensation of our median employee, excluding Mr. Goldberg, our President and CEO, calculated in accordance with the Summary Compensation Table requirements was $126,374. The 2023 annualized total compensation of our President and CEO was $1,942,733. The ratio of the annual total compensation of our President and CEO to that of our median employee was approximately 15 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Please note the following information to provide important context related to our employee population and to describe the methodology and the material assumptions, adjustments, and estimates that we used to calculate this ratio. • Tripadvisor is a global company, with complex operations worldwide and many of our employees are located outside of the United States. As of December 31, 2023, our workforce consisted of approximately 2,845 full-time and part-time employees, including hourly employees. Nearly 34% of the Company’s employees are located in the United States, with the remaining employees located in Europe and throughout the rest of the world. We selected December 31, 2023 as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner. • We included all full-time, part-time, and temporary employees globally, excluding our President and CEO. We annualized compensation of 498 full-time and part-time employees who were hired in 2023 but did not work for us for the entire fiscal year. Earnings of our employees outside the U.S. were converted to U.S. dollars using the currency exchange rates used for organizational planning purposes, which consider historic and forecasted rates as well as other factors. We did not make any cost of living adjustments. • Our compensation measure, which is consistently applied and used to identify our median employee, was annualized base salary, short-term bonus at target and annual long-term equity incentive at target. • We identified employees within $100 of the median 2023 annual total compensation and excluded those employees who had anomalous compensation characteristics. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have offices in different countries, employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  36. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and Item 402(v) of Regulation S-K, the table below sets forth information about the relationship between compensation actually paid (“CAP”) to the our principal executive officer ("PEO") and non-PEO NEOs and certain financial performance measures of the Company and how the Company aligns executive compensation with the Company's performance. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with Company performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  37. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total for Mr. Goldberg PEO ($) (2) | Compensation Actually Paid to Mr. Goldberg PEO ($) (3) | Summary Compensation Table Total for Mr. Kaufer PEO ($) (2) | Compensation Actually Paid to Mr. Kaufer PEO ($) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) | Total Shareholder Return ($) (4) | Peer Group Total Shareholder Return ($) (5) | Net Income (Loss) ($) (in millions) | Adjusted EBITDA ($) (in millions) (6) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 1,942,733 | 1,405,194 | — | — | 2,222,758 | 1,936,385 | 70.87 | 118.93 | 10 | 334 | | 2022 | 14,496,745 | 13,353,650 | 497,535 | (5,949,665) | 3,009,827 | 749,754 | 59.18 | 81.50 | 20 | 295 | | 2021 | — | — | 7,676,612 | 8,686,111 | 3,161,228 | 2,326,196 | 89.73 | 134.41 | (148) | 100 | | 2020 | — | — | 919,464 | (4,013,595) | 3,800,054 | 3,528,452 | 94.73 | 137.32 | (289) | (51) |

  38. PAY VERSUS PERFORMANCE

    (1) Mr. Goldberg became the PEO on July 1, 2022. Mr. Kaufer served as PEO for a portion of Fiscal 2022 and the entirety of Fiscal 2021 and 2020. Our Non-PEO NEOs for the applicable years were as follows: (i) for Fiscal 2023: Messrs. Noonan, Kalvert and Teunissen and Ms. Soni; (ii) for Fiscal 2022: Messrs. Noonan, Kalvert and Teunissen and Mss. Soni and Nelson; (iii) for Fiscal 2021: Messrs. Kalvert and Teunissen and Mss. Soni and Nelson; and (iv) for Fiscal 2020: Messrs. Kalvert and Teunissen and Mss. Soni and Nelson. (2) Amounts reported in these columns represent: (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEOs; and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for our Non-PEO NEOs. (3) Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year. A reconciliation of the adjustments for our PEOs and the average of the Non-NEO PEOs NEOs is set forth in the tables below, which describe the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP amounts from the amounts described in the Summary Compensation Table. (4) Total Shareholder Return ("TSR") is cumulative for the measurement periods ending December 31, 2023, 2022, 2021 and 2020. (5) The Company's Peer Group represents the Research Data Group ("RDG") Internet Composite Index, which is published industry index used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (6) Adjusted EBITDA, a non-GAAP financial measure, is the Company's selected measure. Refer to our 2023 Annual Report for a reconciliation of adjusted EBITDA to Net Income, the most directly comparable financial measure calculated and presented in accordance with US GAAP.

  39. PAY VERSUS PERFORMANCE

    | | Mr. Goldberg | | Mr. Kaufer | | | | Compensation Actually Paid to PEO | 2023 ($) | 2022 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 1,942,733 | 14,496,745 | 497,535 | 7,676,612 | 919,464 | | Deductions for Grant Date Fair Value of Stock Awards and Option Awards reported in Summary Compensation Table | — | (13,025,860) | — | (6,402,979) | — | | Addition of Year-End Fair Value Awards Granted in the Applicable Fiscal Year that are Outstanding and Unvested | — | 11,882,765 | — | 6,080,847 | — | | Additions (Deductions) for Change in Fair Value of Awards Granted in Prior Fiscal Years' That Vested in the Applicable Fiscal Year | (410,526) | — | (3,760,236) | 4,048,455 | (90,102) | | Deduction of Fair Value of Prior Fiscal Years' Awards Forfeited During the Fiscal Year | — | — | (871,802) | (1,720,411) | (3,309,310) | | Additions (Deductions) for Change in Fair Value of Prior Fiscal Years' Awards Unvested at Fiscal Year End | (127,013) | — | (1,815,162) | (996,413) | (1,533,647) | | Compensation Actually Paid to PEO | 1,405,194 | 13,353,650 | (5,949,665) | 8,686,111 | (4,013,595) |

  40. PAY VERSUS PERFORMANCE

    | Average Compensation Actually Paid to Non-PEO NEOs | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 2,222,758 | 3,009,827 | 3,161,228 | 3,800,054 | | Deductions for Grant Date Fair Value of Stock Awards and Option Awards reported in Summary Compensation Table | (1,504,585) | (2,049,980) | (2,299,953) | (2,959,675) | | Addition of Year-End Fair Value Awards Granted in the Applicable Fiscal Year that are Outstanding and Unvested | 1,265,320 | 966,987 | 1,182,594 | 3,355,258 | | Additions (Deductions) for Change in Fair Value of Awards Granted in Prior Fiscal Years' That Vested in the Applicable Fiscal Year | 49,618 | 103,337 | 749,321 | (331,270) | | Deduction of Fair Value of Prior Fiscal Years' Awards Forfeited During the Fiscal Year | (140,175) | (106,930) | (14,848) | (132,578) | | Additions (Deductions) for Change in Fair Value of Prior Fiscal Years' Awards Unvested at Fiscal Year End | 43,449 | (1,173,486) | (452,146) | (203,337) | | Average Compensation Actually Paid to Non-PEO NEOs | 1,936,385 | 749,754 | 2,326,196 | 3,528,452 |

  41. Performance Measures Used to Link Company Performance and Compensation Actually Paid

    Performance Measures Used to Link Company Performance and Compensation Actually Paid The following is a list of our most important performance measures used by us to link CAP to our NEOs to company performance for fiscal year 2023. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance-based restricted stock units. The performance measures included in this table are not ranked by relative importance. Adjusted EBITDA Revenue Stock Price Please see the section "Compensation Discussion and Analysis" for a further description of these metrics and how they are used in the Company's executive compensation program.

  42. Relationship Between Compensation Actually Paid and Financial Performance

    Relationship Between Compensation Actually Paid and Financial Performance As described in more detail in the section "Compensation Discussion and Analysis," the Company's executive compensation programs reflect a variable pay for performance philosophy. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company's performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular fiscal year. In accordance with the SEC rules, the Company is providing the following descriptions of the relationships between information presented in the pay versus performance table. The chart below reflects the relationship between the PEO and average non-PEOs CAP and our Net Income for the fiscal years ended December 31, 2020, 2021, 2022 and 2023. The chart below reflects the relationship between our TSR and our Peer Group TSR, as well as the relationship between CAP and our TSR for the PEO and non-PEOs for the fiscal years ended December 31, 2020, 2021, 2022 and 2023. TSR amounts reported in graphs assume an initial fixed investment of $ 100.00 on January 1, 2020, and that all dividends, if any, were reinvested. The chart below reflects the relationship between the PEO and average non-PEO NEOs and the Company's Adjusted EBTIDA for the years ended December 31, 2020, 2021, 2022 and 2023.

  43. Summary Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Matt Goldberg (5) | 2023 | 900,000 | — | — | — | 891,000 | 151,733 | 1,942,733 | | President and Chief Executive Officer | 2022 | 387,692 | 500,000 | 8,263,363 | 4,762,497 | 480,000 | 103,193 | 14,496,745 | | | 2021 | — | — | — | — | — | — | — | | Michael Noonan (6) | 2023 | 525,000 | 400,000 | 2,744,377 | — | 415,000 | 42,127 | 4,126,504 | | Chief Financial Officer | 2022 | 80,769 | — | 1,833,283 | 916,664 | 100,000 | — | 2,930,716 | | | 2021 | — | — | — | — | — | — | — | | Seth J. Kalvert | 2023 | 523,462 | — | 2,058,262 | — | 400,000 | 6,783 | 2,988,507 | | Chief Legal Officer and Secretary | 2022 | 511,923 | — | 2,499,976 | — | 475,000 | 14,900 | 3,501,799 | | | 2021 | 494,827 | — | 999,976 | 999,984 | 364,320 | 15,050 | 2,874,157 | | Kanika Soni(7) | 2023 | 142,692 | — | 885,345 | 330,355 | — | 417,362 | 1,775,754 | | Former Chief Commercial Officer | 2022 | 526,923 | — | 1,999,992 | — | 430,000 | 57,062 | 3,013,977 | | | 2021 | 509,885 | — | 899,955 | 899,969 | 376,380 | 9,550 | 2,695,739 | | Ernst Teunissen(8) | 2023 | — | — | — | — | — | 265 | 265 | | Former Chief Financial Officer and | 2022 | 548,000 | 1,071,449 | 2,999,987 | — | 520,000 | 9,150 | 5,148,586 | | Former Chief Executive—Viator, TheFork and CruiseCritic | 2021 | 525,808 | — | 1,499,987 | 1,499,975 | 429,216 | 8,700 | 3,963,686 |

  44. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below provides information regarding the plan-based awards granted in 2023 to our NEOs.

  45. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards($) | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise Price or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Options | ($/Share) | ($)(1) | | Matt Goldberg | | | | | | | | | | | | | Annual Bonus | 2/22/2023 | 450,000 | 900,000 | 1,800,000 | — | — | — | — | — | — | — | | Michael Noonan | | | | | | | | | | | | | RSUs(2) | 2/22/2023 | — | — | — | — | — | — | 67,446 | — | — | 1,499,999 | | PSUs(2) | 3/24/2023 | — | — | — | 33,723 | 67,446 | 134,892 | — | — | — | 1,244,378 | | Annual Bonus | 2/22/2023 | 210,000 | 420,000 | 840,000 | — | — | — | — | — | — | — | | Seth J. Kalvert | | | | | | | | | | | | | RSUs(2) | 2/22/2023 | — | — | — | — | — | — | 50,584 | — | — | 1,124,988 | | PSUs(2) | 3/24/2023 | — | — | — | 25,292 | 50,584 | 101,168 | — | — | — | 933,274 | | Annual Bonus | 2/22/2023 | 210,000 | 420,000 | 840,000 | — | — | — | — | — | — | — | | Kanika Soni (3) | | | | | | | | | | | | | Stock Options | 4/1/2023 | — | — | — | — | — | — | — | 50,889 | — | 330,355 | | RSUs | 4/1/2023 | — | — | — | — | — | — | 45,519 | — | — | 885,345 | | Ernst Teunissen(4) | | | | | | | | | | | |

  46. Grants of Plan-Based Awards

    (1) The amounts reported represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting, and may not correspond to the actual value that will be realized by the executive. We have disclosed the assumptions made in the valuation of the awards in “Note 13—Stock Based Awards and Other Equity Instruments” in the notes to our consolidated financial statements in our 2023 Annual Report. For PSUs granted in 2023, the value reported reflects the grant-date fair value of the awards based on the probable outcome of our common stock at the performance conditions. (2) For a description of the vesting terms of these awards, please see “Outstanding Equity Awards at Fiscal Year-End” below. (3) Ms. Soni’s service with the Company terminated effective April 1, 2023 and did not receive any equity or bonus awards in 2023. The amounts reported for Ms. Soni represent stock and option awards for which vesting was accelerated and option awards for which the post-termination exercise period was extended in connection with her termination of employment pursuant to the terms of her separation agreement with the Company, as described in more detail below. Mr. Teunissen did not receive any equity or bonus awards in 2023.

  47. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding the holdings of all equity awards held by our named executive officers as of December 31, 2023. The market value of the RSUs and MSUs are calculated based on the closing price of Tripadvisor common stock on Nasdaq on December 29, 2023, the last trading date of the year, which was $21.53 per share.

  48. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($)(11) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(11) | | Matt Goldberg | 7/1/2022(1) | 161,190 | 354,618 | 18.47 | 7/1/2032 | — | — | — | — | | | 7/1/2022(1) | — | — | — | — | 177,273 | 3,816,688 | — | — | | | 7/1/2022(2) | — | — | — | — | — | — | 378,064 | 8,139,718 | | Michael Noonan | 10/31/2022(3) | 19,246 | 57,740 | 23.62 | 10/31/2032 | — | — | — | — | | | 10/31/2022(3) | — | — | — | — | 29,106 | 626,652 | — | — | | | 10/31/2022(4) | — | — | — | — | — | — | 61,935 | 1,333,461 | | | 2/22/2023(5) | — | — | — | — | 67,446 | 1,452,112 | — | — | | | 3/24/2023(6) | — | — | — | — | — | — | 67,446 | 1,452,112 | | Seth J. Kalvert | 2/21/2014 | 24,526 | — | 93.42 | 2/21/2024 | — | — | — | — | | | 2/26/2015 | 22,601 | — | 86.36 | 2/26/2025 | — | — | — | — | | | 2/22/2016 | 34,950 | — | 59.61 | 2/22/2026 | — | — | — | — | | | 2/27/2017 | 43,776 | — | 39.31 | 2/27/2027 | — | — | — | — | | | 2/27/2017 | 79,324 | — | 39.31 | 2/27/2027 | — | — | — | — | | | 2/22/2018 | 26,910 | — | 38.15 | 2/22/2028 | — | — | — | — | | | 2/27/2019 | 21,281 | — | 50.63 | 2/27/2029 | — | — | — | — | | | 2/25/2020 | 44,378 | — | 25.62 | 2/25/2030 | — | — | — | — | | | 2/23/2021(7) | — | 23,674 | 46.05 | 2/23/2031 | — | — | — | — | | | 2/23/2021(5) | 17,075 | 7,763 | 46.05 | 2/23/2031 | — | — | — | — | | | 2/23/2021(5) | — | — | — | — | 6,787 | 146,124 | — | — | | | 2/22/2022(8) | — | — | — | — | 38,422 | 827,226 | — | — | | | 2/22/2023(5) | — | — | — | — | 50,584 | 1,089,074 | — | — | | | 3/24/2023(6) | — | — | — | — | — | — | 50,584 | 1,089,074 | | Kanika Soni (9) | 4/15/2019 | 95,977 | — | 48.92 | 10/1/2024 | — | — | — | — | | | 2/25/2020 | 44,378 | — | 25.62 | 10/1/2024 | — | — | — | — | | | 2/23/2021 | 21,306 | — | 46.05 | 10/1/2024 | — | — | — | — | | | 2/23/2021 | 16,765 | — | 46.05 | 10/1/2024 | — | — | — | — | | Ernst Teunissen (10) | 12/1/2015 | 141,424 | — | 79.43 | 12/31/2024 | — | — | — | — | | | 2/27/2017 | 144,227 | — | 39.31 | 12/31/2024 | — | — | — | — | | | 2/22/2018 | 35,408 | — | 38.15 | 12/31/2024 | — | — | — | — | | | 2/27/2019 | 28,001 | — | 50.63 | 12/31/2024 | — | — | — | — | | | 2/25/2020 | 45,071 | — | 25.62 | 12/31/2024 | — | — | — | — | | | 2/23/2021 | 20,956 | — | 46.05 | 12/31/2024 | — | — | — | — |

  49. Outstanding Equity Awards at Fiscal Year-End

    (1) Vests 25% on July 1st of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining three years of the vesting period, subject to continuous employment with, or performance of services for, the Company through the applicable vesting date. Represents the target number of shares to be issued assuming that, for the period from July 1, 2022 through July 1, 2025, performance metrics are achieved at target levels. The MSUs vest on July 1, 2025 subject to achievement of the performance criteria, with 25% shares earned if our stock price is equal to or greater than $35.00 but less than $45.00, 50% of the shares earned if our stock price is equal to or greater than $45.00 but less than $55.00 and 100% of the shares earned if our stock price is equal to or greater than $55.00 during the performance period, subject to continuous employment with, or performance of services for, the Company through the vesting date. Vests 25% on October 31st of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining three years of the vesting period, subject to continuous employment with, or performance of services for, the Company. Represents the target number of shares to be issued assuming that, for the period from October 31, 2022 through October 31, 2025, performance targets are achieved. The MSUs shall vest on October 31, 2025, with 25% of the shares earned if our stock price is equal to or greater than $35.00 but less than $45.00, 50% of the shares earned if our stock price is equal to or greater than $45.00 but less than $55.00 and 100% of the shares earned if our stock price is equal to or greater than $55.00, subject to continuous employment with, or performance of services for, the Company through the vesting date. (5) Vests 25% on February 15th of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining three years of the vesting period, subject to continuous employment with, or performance of services for, the Company through the applicable vesting date. (6) Represents the target number of shares to be issued assuming target achievement of revenue and adjusted EBITDA metrics relative to performance targets established by the Compensation Committee. The PSU awards, to the extent earned, vest in two equal annual installments on each of December 31, 2024 and December 31, 2025, subject to continuous employment with, or performance of services for, the Company through the applicable vesting date. (7) Vested 100% on February 15, 2024, following 36 months of continued service from date of the grant. (8) Vests 33.33% on February 15th of the first year following the date of grant and as to 8.33% of the remaining shares in equal quarterly installments over the remaining two years of the vesting period, subject to continuous employment with, or performance of services for, the Company through the applicable vesting date. (9) Ms. Soni’s employment with the Company terminated effective April 1, 2023. Pursuant to the terms of her separation agreement with the Company, time-based equity awards that would have vested between April 2, 2023 and April 1, 2024 were accelerated and vested in connection with her termination of service and the exercise period of outstanding stock options held by her was extended until the earlier of 18 months following her termination of employment or the original expiration date of the option. (10) Mr. Teunissen resigned from the Company effective January 1, 2023. Pursuant to the terms of his separation agreement with the Company, time-based equity awards that would have vested between vested from January 2, 2023 through May 30, 2024 were accelerated and vested in connection with his termination of service and the exercise period of outstanding stock options held by him was extended until the earlier of of December 31, 2024 and the original expiration date of the option. (11) The amounts reported in this column represent the market value of shares or units of stock that have not vested calculated by multiplying the number of stock awards that have not vested by $21.53, the closing price of the Company’s common stock on The Nasdaq Stock Market as of December 29, 2023, the last trading day in 2023.

  50. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding the vesting during 2023 of stock awards held by the named executive officers. None of our NEOs exercised stock options during 2023.

  51. Option Exercises and Stock Vested

    | | | Stock Awards | | | Name | Exercise or Vest Date | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting ($)(2) | | Matt Goldberg | 6/30/2023 | 64,462 | 1,067,491 | | | 9/29/2023 | 16,115 | 267,348 | | Michael Noonan | 10/31/2023 | 9,702 | 140,485 | | Seth J. Kalvert | 2/15/2023 | 37,006 | 929,961 | | | 5/15/2023 | 9,035 | 140,765 | | | 8/15/2023 | 9,037 | 143,959 | | | 11/15/2023 | 9,036 | 160,931 | | Kanika Soni | 2/15/2023 | 25,800 | 648,354 | | | 4/1/2023 | 45,519 | 864,678 |

  52. Option Exercises and Stock Vested

    (1) The amounts reported in this column represent the gross number of shares acquired upon the vesting of RSUs without taking into account any shares that may have been withheld to satisfy applicable tax obligations. The amounts reported in this column represent the aggregate dollar value realized upon the vesting of RSUs calculated by multiplying the gross number of RSUs vested by the closing price of Tripadvisor common stock on The Nasdaq Stock Market on the vesting date or, if the vesting occurred on a day on which The Nasdaq Stock Market was closed for trading, the next trading day.

  53. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not currently have any other defined contribution or other plan that provides for deferred compensation on a basis that is not tax-qualified for our employees.

  54. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We entered into employment agreements with each of Messrs. Goldberg, Noonan, and Kalvert, and Ms. Kanika Soni. Pursuant to these agreements, each of our named executive officers is (or, in the case of Ms. Soni, was) eligible to receive certain severance payments and benefits in the event of a qualifying termination of employment. The material terms of these employment agreements are described below. We believe that a strong and experienced management team is essential and in the best interests of our Company and our stockholders. In addition, we recognize that the possibility of a change in control could arise and that such an event could result in the departure of our senior leaders to the detriment of the Company and our stockholders. As a result, we adopted the Tripadvisor, Inc. Executive Severance Plan (the "Severance Plan") applicable to certain senior leaders. The plan formalizes and standardizes our severance practices for our most senior leaders. Adoption of the Severance Plan was approved by the Compensation Committees. The Severance Plan applies to all of our current serving named executive officers. While the benefits are generally consistent with the severance benefits provided for in individual employment agreements, there are some differences. In addition, under the terms of the Severance Plan, in the event of any conflict or inconsistency between the terms of any employment agreement and the Severance Plan, the terms more beneficial to the officer will prevail.

  55. Actual Payments upon Termination of Employment

    Actual Payments upon Termination of Employment Ms. Soni's service with the Company terminated effective April 1, 2023. In connection with her termination, Ms. Soni received the following benefits: • salary continuation for 12 months following the date of termination, in the amount of $419,769 ($387,308 paid in 2023); • annual bonus for 2022 in the amount of $430,000 ($0 bonus in 2023); • continuation of health benefits for a period of 12 months following termination, such benefit having a value of $13,264; • accelerated vesting of time-based equity awards that would have vested between April 2, 2023 and April 1, 2024 had Ms. Soni remained employed by the Company during such period (with a value as of April 1, 2023 of $864,678); and • extension of the post-termination exercise period of all vested stock options (including those for which vesting was accelerated) until the earlier of 18 months following the termination of her service and the original expiration date of the option. Mr. Teunissen's service with the Company terminated effective January 1, 2023. In connection with his termination, Mr. Teunissen received the following benefits: • accelerated vesting of time-based equity awards that would have vested from January 2, 2023 through May 30, 2024 had Mr. Teunissen remained employed by the Company during such period (with a value as of December 30, 2022 of $1,109,535); and extension of the post-termination exercise period of all vested stock options (including those for which vesting was accelerated) until the earlier of of December 31, 2024 and the original expiration date of the option.

  56. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board sets non-employee director compensation which is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Tripadvisor common stock to further align their interests with those of our stockholders. Each non-employee director of Tripadvisor is eligible to receive the following compensation: • An annual cash retainer of $50,000, paid in equal quarterly installments; • An RSU award with a value of $250,000 (based on the closing price of Tripadvisor’s common stock on Nasdaq on the date of grant), upon such director’s election to office, which vest in full on the first anniversary of the grant date and accelerates upon a Change in Control (as defined in the 2023 Plan; • An annual cash retainer of $20,000 for each member of the Audit Committee (including the Chairman) and $15,000 for each member of the Compensation Committees (including the Chairman); and • An additional annual cash retainer of $10,000 for each of the Chairman of the Audit Committee and the Chairperson of the Compensation Committees. We also pay reasonable travel and accommodation expenses of the non-employee directors in connection with their participation in meetings of the Board. Tripadvisor employees do not receive compensation for serving as directors. Accordingly, Mr. Goldberg did not receive any compensation for his service as a director.

  57. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table The following table shows the compensation information for the non-employee directors of Tripadvisor for the year ended December 31, 2023:

  58. 2023 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Gregory B. Maffei | 65,000 | 249,988 | 314,988 | | Jay C. Hoag | 65,000 | 249,988 | 314,988 | | Betsy L. Morgan | 75,000 | 249,988 | 324,988 | | M. Greg O’Hara | 50,000 | 249,988 | 299,988 | | Jeremy Philips | 70,000 | 249,988 | 319,988 | | Albert Rosenthaler | 50,000 | 249,988 | 299,988 | | Trynka Shineman Blake | 70,000 | 249,988 | 319,988 | | Jane Jie Sun | 50,000 | 249,988 | 299,988 | | Robert S. Wiesenthal | 80,000 | 249,988 | 329,988 |

  59. 2023 Non-Employee Director Compensation Table

    The amounts reported in this column represent the annual cash retainer amounts for services in 2023, including fees with respect to which directors elected to defer and credit towards the purchase of share units representing shares of the Company common stock pursuant to the Company’s Non-Employee Director Deferred Compensation Plan. The amounts reported in this column represent the aggregate grant date fair value of RSU awards computed in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting and therefore may not correspond to the actual value that will be recognized by the non-employee directors from their awards. As of December 31, 2023, each of the non-employee directors held 15,105 RSUs.