DEF 14A of Airbnb, Inc., Apr 19, 2024

DEF 14A of Airbnb, Inc.

Filed Apr 19, 2024 · FY20230001193125-24-102960

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our board of directors has nominated Brian Chesky, Angela Ahrendts and Kenneth Chenault as Class I director nominees for election at the Annual Meeting to hold office until the annual meeting of stockholders to be held in 2027, and until their respective successors are duly elected and qualified. If a nominee ceases to be a candidate for election by the time of the Annual Meeting (a contingency that the board does not expect to occur), such proxies may be voted by the proxy holders in accordance with the recommendation of our board of directors.

  2. Recommendation of Board of Directors

    Recommendation of Board of Directors Our board of directors recommends that you vote “FOR” the election of each of Messrs. Chesky and Chenault and Ms. Ahrendts.

  3. Our Board of Directors

    Our Board of Directors Our business and affairs are managed under the direction of our board of directors. The number of directors is fixed by our board of directors, subject to the terms of our restated certificate of incorporation and amended and restated bylaws. Our board of directors currently consists of nine directors. In accordance with our restated certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, a class of directors is elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The term of the Class I directors elected at our Annual Meeting will begin at the Annual Meeting and end at our 2027 annual meeting of stockholders, or, if later, when such director’s successor has been elected and has qualified. The following table provides certain information regarding each of our directors as of April 19, 2024.

  4. Our Board of Directors

    | Name | Age | Class | Independent | Audit, Risk and Compliance Committee | Leadership Development, Belonging and Compensation Committee | Nominating and Corporate Governance Committee | Stakeholder Committee | | Brian Chesky | 42 | I | | | | | Member | | Angela Ahrendts | 63 | I | Yes | | Chair | | Member | | Kenneth Chenault | 72 | I | Yes | | Member | Member | | | Amrita Ahuja | 44 | II | Yes | Member | | | | | Joseph Gebbia | 42 | II | | | | | Member | | Jeffrey Jordan | 65 | II | Yes | Member | | Chair | | | Nathan Blecharczyk | 40 | III | | | | | Member | | Alfred Lin | 51 | III | Yes | Chair | Member | | | | James Manyika | 58 | III | Yes | | | | Chair |

  5. Director Biographies

    Director Biographies

  6. Class I Directors

    Class I Directors Brian Chesky. Mr. Chesky co-founded our Company in 2008 and serves as our Chief Executive Officer. Mr. Chesky is also a member of our board of directors. Mr. Chesky received a Bachelor of Fine Arts in Industrial Design from the Rhode Island School of Design. We believe that Mr. Chesky is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our co-founder and Chief Executive Officer. Angela Ahrendts. Ms. Ahrendts joined our board of directors in May 2019. Ms. Ahrendts served as Senior Vice President, Retail at Apple Inc. (“Apple”), a publicly-held technology company, from May 2014 to May 2019. Prior to joining Apple, Ms. Ahrendts served as a director and Chief Executive Officer of Burberry plc, a global luxury fashion company, from July 2006 to April 2014. Ms. Ahrendts also previously served as Executive Vice President at Liz Claiborne Inc. and President of Donna Karan International, both then publicly-held global fashion companies. Ms. Ahrendts has served as a director of the Ralph Lauren Corporation, a publicly-held fashion company, since August 2018. Ms. Ahrendts has served as a director of WPP plc, a publicly-held creative transformation company with expertise in communications, experience, commerce and technology, since June 2020. Ms. Ahrendts also serves on non-profits boards, including Chairperson of Save the Children International, Saïd Business School at the University of Oxford, The HOW Institute for Society, and Charity: Water. Ms. Ahrendts received a Bachelor of Arts in Marketing and Merchandising from Ball State University. We believe that Ms. Ahrendts is qualified to serve as a member of our board of directors because of her extensive experience advising technology companies and other public companies as both a director and executive. Kenneth Chenault. Mr. Chenault joined our board of directors in January 2018. Since February 2018, Mr. Chenault has served as Chairman and Managing Director of General Catalyst, a venture capital firm. Mr. Chenault has served on the board of directors of Catalyst Partners Acquisition Corp., a publicly-held investment company, since May 2021. Prior to that, Mr. Chenault held roles of increasing responsibility at the American Express Company, a publicly-held diversified financial services company, joining American Express in 1993 and serving as Chairman and Chief Executive Officer from April 2001 through January 2018. Mr. Chenault has served on the board of directors of Berkshire Hathaway Inc., a publicly-held multinational conglomerate holding company, since May 2020. Mr. Chenault also served on the board of directors of International Business Machines Corporation, a publicly-held multinational technology company, from October 1998 to February 2019, The Procter & Gamble Company, a publicly-held global consumer goods company, from April 2008 to February 2019, and Meta Platforms, Inc. (formerly Facebook, Inc.), a publicly-held global technology company, from February 2018 to May 2020. Mr. Chenault received a Bachelor of Arts in History from Bowdoin College and a Juris Doctor from Harvard Law School. We believe that Mr. Chenault is qualified to serve as a member of our board of directors because of his extensive experience advising public companies as both a director and executive.

  7. Class II Directors

    Class II Directors Amrita Ahuja. Ms. Ahuja joined our board of directors in December 2021. Ms. Ahuja has served as the Chief Financial Officer of Block, Inc. (formerly known as Square, Inc.), a publicly-held financial services and digital payments company, since January 2019, and as the Chief Operating Officer of Block, Inc. since February 2023. From March 2018 to January 2019, Ms. Ahuja served as the Chief Financial Officer of Blizzard Entertainment, Inc., a division of Activision Blizzard, Inc. Beginning in June 2010, Ms. Ahuja served in various positions at Activision Blizzard, Inc., including as Senior Vice President of Investor Relations from January 2015 to May 2018, Vice President, Finance and Operations from August 2012 to January 2015 and Vice President, Strategy and Business Development from June 2010 to August 2012. Prior to that, Ms. Ahuja was a Director of Business Development at Fox Networks Group, served in strategic planning at the Walt Disney Company from 2003 to 2005 and worked in investment banking at Morgan Stanley from 2001 to 2003. Ms. Ahuja has served as a member of the board of directors of Discord, Inc., a privately held voice, video and text platform, since January 2022. Ms. Ahuja received a Bachelor of Arts from Duke University and a Master of Business Administration from Harvard Business School. We believe that Ms. Ahuja is qualified to serve as a member of our board of directors because of her extensive operating experience at technology companies. Joseph Gebbia. Mr. Gebbia co-founded our Company in 2008 and serves as a member of our board of directors and on the board of Airbnb.org. Mr. Gebbia received dual degrees in Graphic Design and Industrial Design from the Rhode Island School of Design, where he currently serves on the institution’s Board of Trustees. Since September 2022, Mr. Gebbia has served on the board of directors of Tesla, Inc., a publicly-held automotive and clean energy company. We believe that Mr. Gebbia is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our co-founder and board member of Airbnb.org. Jeffrey Jordan. Mr. Jordan joined our board of directors in August 2011. Mr. Jordan serves as a general partner of Andreessen Horowitz, a venture capital firm, which he joined as a general partner in July 2011. Prior to that, Mr. Jordan served as the Chief Executive Officer of OpenTable, Inc., the online restaurant-reservation service company, from 2007 to 2011. From 2004 to 2006, Mr. Jordan served as President of PayPal, Inc., a digital payments company, which was then owned by eBay, Inc. For five years prior to that, Mr. Jordan served as Senior Vice President and General Manager for eBay North America. Prior to that, Mr. Jordan served as Chief Financial Officer for Hollywood Entertainment Corporation, a video rental company, and then President of its subsidiary, Reel.com. Previously, Mr. Jordan served in various capacities at The Walt Disney Company for eight years, most recently as Senior Vice President and Chief Financial Officer of the Disney Store Worldwide. Before that he worked for The Boston Consulting Group. Mr. Jordan served as a member of the boards of directors of publicly-traded companies, including OpenTable, Inc. from 2007 until 2013 (then a publicly-traded company), Pinterest, Inc. since October 2011, Accolade, Inc. since July 2016 and Maplebear Inc. (d/b/a Instacart) since June 2014. Mr. Jordan is also a member of the board of directors for several private companies. Mr. Jordan received a Bachelor of Arts from Amherst College and a Master of Business Administration from the Stanford Graduate School of Business. We believe that Mr. Jordan is qualified to serve as a member of our board of directors because of his significant managerial experience at global technology companies.

  8. Class III Directors

    Class III Directors Nathan Blecharczyk. Mr. Blecharczyk co-founded our Company in 2008 and serves as our Chief Strategy Officer and Chairman of Airbnb China. Mr. Blecharczyk is also a member of our board of directors. Mr. Blecharczyk received a Bachelor of Arts in Computer Science from Harvard University and held several engineering positions before co-founding Airbnb. We believe that Mr. Blecharczyk is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our co-founder and Chief Strategy Officer. Alfred Lin. Mr. Lin joined our board of directors in November 2012. Since October 2010, Mr. Lin has been a partner at Sequoia Capital Operations LLC (“Sequoia”), a venture capital firm. Mr. Lin represents Sequoia on our board as well as several other companies, including DoorDash, a publicly-held food-delivery and local logistics platform, since 2014, and Houzz Inc., a privately-held online home designs and furnishings platform, since 2011. From 1996 to 1998, Mr. Lin served as Vice President of Finance and Administration of LinkExchange, a banner advertising exchange acquired by Microsoft Corporation (“Microsoft”). From June 1999 to December 2014, Mr. Lin served as Co-Founder and General Manager at Venture Frogs, LLC, a seed fund that invested in companies such as Ask Jeeves, OpenTable, Inc., Tellme Networks, Inc., and Zappos.com Inc. (“Zappos”). From January 2001 to June 2005, Mr. Lin served as Vice President of Finance and Business Development of Tellme Networks, a voice recognition services and platform company acquired by Microsoft. From January 2005 to December 2010, Mr. Lin served as Chairman of the Board and Chief Operating Officer of Zappos, an online retailer acquired by Amazon.com, Inc. Mr. Lin holds a Bachelor of Arts in Applied Mathematics from Harvard University and a Master of Science in Statistics from Stanford University. We believe that Mr. Lin is qualified to serve as a member of our board of directors because of his extensive experience in the venture capital industry, his business and leadership experience, and his knowledge of scaling technology companies. James Manyika. Mr. Manyika joined our board of directors in September 2023. Mr. Manyika has served as the Senior Vice President of Research, Technology and Society at Google LLC, a subsidiary of Alphabet Inc., since January 2022. Mr. Manyika has also served as a senior partner emeritus at McKinsey & Company, a global management consulting firm (“McKinsey”) since January 2022, and Chairman and Director Emeritus of McKinsey Global Institute. Prior to that, he was a senior partner at McKinsey from 2006 to January 2021, a member of McKinsey’s Shareholders Council (its board of directors) from 2016 to January 2022 and Chairman and director of McKinsey Global Institute from 2009 to 2021. Mr. Manyika has served on the Executive Advisory Board of General Atlantic LLC since 2021. In addition, Mr. Manyika previously served as Vice Chair of the Global Development Council at the White House under President Barack Obama from December 2012 to January 2017 and has served on several national and international task forces, including currently as Vice Chair of the National AI Advisory Committee to advise the President and White House on AI. Mr. Manyika serves on the board of several research institutes and philanthropic foundations. Mr. Manyika is a Rhodes Scholar and received a Doctor of Philosophy in AI and Robotics, Master of Science in Mathematics and Computer Science, and Master of Arts from Oxford University, and a Bachelor of Science first class in electrical engineering from the University of Zimbabwe. We believe that Mr. Manyika is qualified to serve as a member of our board of directors because of his extensive experience advising technology companies, his knowledge and research of technology’s impact on business, and his business and leadership experience.

  9. Leadership Development, Belonging and Compensation Committee

    | • | reviews and makes recommendations to the board of directors regarding director compensation; |

  10. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our nominating and corporate governance committee is responsible for identifying individuals qualified to become members of our board of directors and ensuring that our board of directors has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. Our nominating and corporate governance committee, in recommending director candidates for election to our board of directors, and our board of directors, in nominating director candidates, is expected to consider candidates who have a high level of personal and professional integrity, strong ethics and values, and the ability to make mature business judgments. In evaluating director candidates, our nominating and corporate governance committee and the board of directors may also consider the following criteria as well as any other factor that they deem to be relevant:

  11. Identifying and Evaluating Director Nominees

    | • | the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly-held company; |

  12. Identifying and Evaluating Director Nominees

    | • | the candidate’s experience as a board member of another publicly-held company; |

  13. Identifying and Evaluating Director Nominees

    | • | the candidate’s professional and academic experience relevant to our Company’s industry; |

  14. Identifying and Evaluating Director Nominees

    | • | the strength of the candidate’s leadership skills; |

  15. Identifying and Evaluating Director Nominees

    | • | the candidate’s experience in finance and accounting and/or executive compensation practices; |

  16. Identifying and Evaluating Director Nominees

    | • | whether the candidate has the time required for preparation, participation, and attendance at meetings of our board of directors and committee meetings, if applicable; and |

  17. Identifying and Evaluating Director Nominees

    | • | the candidate’s background, gender, age, and ethnicity. |

  18. Identifying and Evaluating Director Nominees

    Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. Although the nominating and corporate governance committee may consider whether nominees assist in achieving a mix of board members that represents a diversity of background and experience, which is not only limited to race, gender or national origin, we have no formal policy regarding board diversity. Stockholders may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Airbnb, Inc., 888 Brannan Street, San Francisco, California 94103. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, our nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

  19. Executive Compensation Highlights

    | • | No increases to annual base salaries or target bonus levels for our named executive officers for 2023. Mr. Chesky continued to receive a $1 base salary and did not participate in our cash incentive plan. |

  20. Executive Compensation Highlights

    | • | Our 2023 short-term cash incentive plan (the “Bonus Plan”) is tied directly to our most critical operational and strategic priorities for the year. At the beginning of the year, we established five key Company priorities for the year. Within each priority we established specific objective goals that map directly to our long-term stakeholder commitments to Hosts, guests, the communities within which we operate, employees, and shareholders. For 2023, bonus payouts were capped at 120% of target. Based on an assessment of the objective goals set at the beginning of the year, our leadership development, belonging and compensation committee determined a bonus payout of equal to 96% of target for each of our named executive officers other than Mr. Chesky (who is not eligible to participate in the Bonus Plan). See “Cash Incentive Compensation” section for more detail. |

  21. Executive Compensation Highlights

    | • | We continued to emphasize equity compensation for our named executive officers, which we believe demonstrates a longer-term, ownership orientation. Annual equity grant levels for the named executive officers remained consistent with last year. During 2023, we made annual equity grants in the form of time-based RSUs and stock options. The leadership development, belonging and compensation committee also considered leadership over and progress against diversity, equity and inclusion priorities when sizing the 2023 annual equity grants. See “Equity Compensation” section for more detail. |

  22. Executive Compensation Highlights

    | • | In preparing for the initial public offering of our common stock, in November 2020, our board of directors awarded Mr. Chesky a performance-based RSU award intended to cover ten years of compensation. The award may be earned, if at all, based on our 60 trading day trailing average closing stock price exceeding progressively higher stock price hurdles, ranging from $125 to $485, over a 10-year period. In order to earn all of the tranches, the stock price will have to be over 7x the price at IPO and 13x the price at the time of grant. In 2023, no new tranches were earned or vested. The shares subject to tranche 1, which vested in November 2021, were delivered to Mr. Chesky in November 2023, per the terms of the award. In designing the compensation program for Mr. Chesky, our board of directors was cognizant of Mr. Chesky’s intention to donate the net proceeds from the award to community, philanthropic and charitable causes. See “CEO Multi-Year Equity Award” section for more detail. |

  23. Executive Compensation Philosophy and Objectives

    | • | Long-term alignment. Performance measurement, incentive goals, and individual performance assessments all clearly align with and support our long-term vision and alignment with stakeholders. They encourage a long-term timeframe, while acknowledging the competitive talent market realities. |

  24. Executive Compensation Philosophy and Objectives

    | • | Performance culture. Our pay programs support a culture of accountability and performance through the use of stretch Company-based metrics in the Bonus Plan and differentiated annual equity awards based on executive performance and contribution. |

  25. What We Do

    | Practice | Description | | Link Between Pay and Stakeholder Priorities | Performance measures for our Bonus Plan extend beyond traditional financial and operational goals. We directly tie pay outcomes to our most critical priorities, with the objective of creating alignment and accountability to all stakeholders. Consistent with a long-term commitment to all stakeholders, Mr. Chesky intends to donate the net proceeds from his multi-year equity award to community, philanthropic and charitable causes. | | Emphasis on Equity-Based Compensation | We believe that sustained, long-term stock price performance requires that we effectively serve all stakeholders. As such, we seek to prioritize equity-based compensation and provide a significant portion of compensation in the form of stock options and RSUs. In addition, the direct compensation provided to Mr. Chesky is entirely equity-based. | | Longer-Term Delivery | Equity compensation is structured to vest over a minimum period of four years, subject to limited exceptions. Stock options have a maximum 10-year term. The multi-year equity award for Mr. Chesky may vest over a 10-year performance period and the underlying shares are not delivered until two years following vesting. | | Independent Compensation Consultant | Our leadership development, belonging and compensation committee engages an independent compensation consulting firm that provides us with no other services. | | Clawback Policy | As required by SEC rules and Nasdaq listing standards, we have adopted a clawback policy that requires us to recover certain erroneously paid incentive compensation received by our Section 16 officers in the event of an accounting restatement. | | Stock Ownership Policy | We have adopted a stock ownership policy that requires our CEO to hold shares of Company common stock equal to ten times his base salary and each of our other executive officers to hold shares of Company common stock equal to five times their base salary. Our policy also includes holding requirements if the minimum level of ownership is not met. |

  26. What We Don’t Do

    | Practice | Description | | | collateral for loans and investments is prohibited absent approval by the board of directors and any such pledge shall not exceed 5% of the outstanding shares of Company securities held by such officer or director and such loan shall not exceed an aggregate amount of $50 million. | | Limited Tax Gross-ups | We do not provide tax gross-ups to our executive officers, other than nominal amounts provided to all employees in connection with Airbnb travel credits, wellbeing allowances under our Live and Work Anywhere Allowance and Educate Anywhere Allowance or in limited circumstances, such as in connection with relocations. | | No “Single Trigger” Change in Control Provisions | Equity awards do not accelerate in connection with a change in control, unless the awards are not assumed or substituted or in connection with certain qualifying terminations in connection with a change in control pursuant to our Severance and Change in Control Agreements with our named executive officers. | | No Special Benefit Plans for Executives | We do not have any special benefit or retirement plans that are exclusive to the executive population. | | No Excessive Perquisites | We do not provide excessive perquisites for executives. |

  27. Determination of Compensation

    Determination of Compensation Role of the board of directors and leadership development, belonging and compensation committee. The leadership development, belonging and compensation committee oversees our executive compensation program, including executive salaries, payouts under our Bonus Plan, the size and structure of equity awards, and any executive perquisites. Our board of directors is responsible for determining the compensation of our Chief Executive Officer based on the evaluation and recommendation of the leadership development, belonging and compensation committee. Role of compensation consultant. The leadership development, belonging and compensation committee has the authority to engage its own advisors to assist in carrying out its responsibilities. In 2023, Semler Brossy provided guidance regarding the amount and types of compensation that we provide to our executives, how our compensation practices compare to the compensation practices of other companies, including with respect to a peer group of companies developed in consultation with Semler Brossy, and other compensation-related matters. Semler Brossy reports directly to the leadership development, belonging and compensation committee, although Semler Brossy may meet with members of management for the purpose of gathering information on proposals that management may make to the board of directors and the leadership development, belonging and compensation committee. Our leadership development, belonging and compensation committee has evaluated Semler Brossy’s independence pursuant to the requirements of Nasdaq and SEC rules and has determined that Semler Brossy does not have any conflicts of interest in advising the leadership development, belonging and compensation committee. Semler Brossy does not provide any services to us other than the services relating to executive and director compensation. Role of management. In setting compensation for 2023, Mr. Chesky and Mr. Stephenson worked closely with the board of directors and the leadership development, belonging and compensation committee, in managing our executive compensation program and attended board of directors meetings. Our Chief Executive Officer made recommendations to the board of directors and the leadership development, belonging and compensation committee regarding compensation for our executive officers (other than himself) because of his daily involvement with our executive team. No executive officer participated directly in the final deliberations or determinations regarding their own compensation package. Use of comparative market data. For 2023, the leadership development, belonging and compensation committee assessed the competitiveness of each element of the executive officers’ total direct compensation, against the executive pay peer group, as discussed below. While the leadership development, belonging and compensation committee did not establish compensation levels solely based on a review of competitive data, it believes such data is a meaningful input to our compensation policies and practices in order to attract and retain qualified executive officers. The leadership development, belonging and compensation committee also considered a number of other factors, including: Company performance relative to our stakeholder priorities, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership, internal equity pay considerations and progress against diversity, equity and inclusion priorities. In developing this peer group, the leadership development, belonging and compensation committee took into account a number of factors, including:

  28. Determination of Compensation

    After considering the above factors, our leadership development, belonging and compensation committee used the following primary peer group for 2023 compensation decisions, which was the same peer group used for 2022 compensation decisions:

  29. Determination of Compensation

    | Primary Peer Group for 2023 Pay Decisions | | | Adobe | Pinterest | | Booking Holdings | Salesforce | | DoorDash | ServiceNow | | eBay | Block (formerly Square) | | Expedia Group | X (formerly twitter) | | Intuit | Uber | | Lyft | Workday | | Netflix | Zoom Video Communications | | PayPal Holdings | |

  30. Determination of Compensation

    As a secondary reference, the leadership development, belonging and compensation committee also reviewed a broader peer group that includes the primary peers above in addition to Alphabet, Amazon, Apple, Meta Platforms (formerly Facebook), and Microsoft. These five technology bellwether companies are clear and demonstrated talent competitors and we believe it is important to also review their compensation practices. However, the leadership development, belonging and compensation committee did not include these five companies in the primary peer group given their outsized scale. Annual Say-on-Pay Vote. We hold our advisory vote on executive compensation (commonly known as a “say-on-pay” vote) every year. The leadership development, belonging and compensation committee considers stakeholder concerns, including the say-on-pay vote at our 2023 Annual Meeting of Stockholders, at which 99.1% of votes cast approved the proposal, and annually reevaluates our compensation practices to determine how they might be improved.

  31. Elements of Our Executive Compensation Program

    | Element | Description | | Base Salary | Base salary attracts and retains talented executives, recognizes individual roles and responsibilities and provides stable income. | | Short-Term Cash Incentive Compensation | Annual performance bonuses directly ties pay to key strategic priorities, which we believe will lead to sustained value for all stakeholders over the long term. | | Equity-Based Long-Term Incentive Compensation | Equity compensation, provided in the form of stock options and RSUs, reinforces the importance of a long-term, ownership orientation, creates alignment with our stakeholders, and promotes retention. Equity-based compensation is the most significant portion of compensation for our executives, as illustrated below. |

  32. Base Salary

    As discussed in the “CEO Multi-Year Equity Award” section below, Mr. Chesky requested, and the board of directors approved, a base salary of $1 per year upon the approval of his equity award in November 2020.

  33. Cash Incentive Compensation

    Cash Incentive Compensation

  34. Approach to Short-Term Cash Incentives

    Approach to Short-Term Cash Incentives Airbnb’s Bonus Plan has been designed to attract and retain key talent and reward executives based on performance against key strategic priorities. Our philosophy is to cover performance beyond Company financial performance and include broader stakeholder priorities. Upon Mr. Chesky’s request and in light of his holdings of our common stock, our board of directors determined that Mr. Chesky would not participate in the Bonus Plan, and it is intended that he will not be a participant in the Bonus Plan going forward. All of our other named executive officers participated in the Bonus Plan. Target bonus levels for our named executive officers remained the same in 2023. The 2023 target bonuses for our named executive officers as a percentage of base salary were as follows:

  35. Approach to Short-Term Cash Incentives

    | Named Executive Officer | 2023 Target Bonus as a Percentage of Base Salary (%) | | Brian Chesky | N/A | | Dave Stephenson | 75 | | Nathan Blecharczyk | 60 | | Aristotle Balogh | 75 | | Catherine Powell | 75 |

  36. Approach to Short-Term Cash Incentives

    Payouts for 2023 were determined based on the product of: (i) the named executive officer’s annual base salary; (ii) his or her target annual bonus percentage; and (iii) a Company performance multiplier.

  37. 2023 Short-Term Cash Incentive Plan

    2023 Short-Term Cash Incentive Plan Our Bonus Plan is designed to attract and retain key talent, reward executives based on performance against key strategic priorities and align with our focus on continued long-term value creation for all of our stakeholders. The leadership development, belonging and compensation committee used the same structure for all bonus participants, including our participating named executive officers, to focus the Company on a common set of performance objectives. The 2023 Bonus Plan allows above target payouts and were capped at 120% of target. The Bonus Plan covers performance beyond Company financial performance and includes broader stakeholder priorities. The 2023 Bonus Plan focused on five 2023 Company priorities:

  38. 2023 Short-Term Cash Incentive Plan

    | • | Business Performance: Delivering the business plan and make hosting mainstream |

  39. 2023 Short-Term Cash Incentive Plan

    | • | Product Roadmap: Innovating through future product releases |

  40. 2023 Short-Term Cash Incentive Plan

    | • | Operations: Delivering world-class service |

  41. 2023 Short-Term Cash Incentive Plan

    | • | Technology: Continuing to make foundation improvements in our technology infrastructure |

  42. 2023 Short-Term Cash Incentive Plan

    | • | Other Foundation: Delivering other priorities to support our multi-stakeholder approach |

  43. 2023 Short-Term Cash Incentive Plan

    At the beginning of the year, the leadership development, belonging and compensation committee established weightings for each priority and specific, objective metrics within each that reflected a combination of annual goals and other strategic priorities that needed to be accomplished during the year. In total, there were over 20 specific metrics, each of which maps to longer-term commitments across our five key stakeholders: Hosts, guests, the communities within which we operate, employees, and shareholders.

  44. 2023 Short-Term Cash Incentive Plan

    | Company Priority | Examples of Metrics Considered | Weighting | Weighted Achievement | | Business Performance | • Deliver business plan • Make hosting mainstream | 30.0% | 28.7% | | The Roadmap | • Deliver future product releases | 20.0% | 18.3% | | Operations | • Improve the quality and consistency of community support interactions and reduce variable costs | 15.0% | 14.6% | | Technology | • Make efficient use of our infrastructure | 15.0% | 15.0% | | Other Foundation | • Fixed cost management • Deliver employee experience goals • Deliver other public actions to serve stakeholders | 20.0% | 19.2% |

  45. 2023 Short-Term Cash Incentive Plan

    Performance on the five priorities is tracked semi-annually and paid out after the end of the year. The formulaic assessment of performance resulted in a payout of 96% of target.

  46. 2023 Bonus Payout

    2023 Bonus Payout

  47. 2023 Bonus Payout

    | Named Executive Officer | Target Annual Bonus ($) | 2023 Percentage Achievement (%) | 2023 Bonus Payout ($) | | Dave Stephenson | $450,000 | 96% | $432,000 | | Nathan Blecharczyk | $240,000 | 96% | $230,400 | | Aristotle Balogh | $450,000 | 96% | $432,000 | | Catherine Powell | $450,000 | 96% | $432,000 |

  48. Equity Compensation

    Equity Compensation Equity compensation reinforces the importance of a long-term, ownership orientation, creates alignment with our stakeholders, and promotes retention. Equity-based compensation is the most significant portion of compensation for our named executive officers. We grant a mix of stock options and RSUs to our executives. For our ongoing annual awards, the named executive officers (other than Mr. Chesky) receive 50% stock options and 50% RSUs. Stock options only provide value to executives when the stock price increases. We believe that stock price growth will only happen in a meaningful and sustained way if we are successful in creating value across all of our core stakeholders. The 10-year term of our options further promotes a long-term orientation. Our stock options generally vest over four years with monthly vesting over the four-year period, subject to continued service. Our RSUs generally have a service-based vesting condition. The vesting period for these awards is typically four years with quarterly vesting over the four-year period, subject to continued service. 2023 Annual Equity Grants In 2023, we granted each named executive officer other than Mr. Chesky an annual equity award (the “2023 Annual Equity Grants”). The size of such grants were set by our leadership development, belonging and compensation committee following consideration of a number of factors set forth in the subsection titled “ —Determination of Compensation” above, as well as our Chief Executive Officer’s recommendations. The 2023 Annual Equity Grants were made in March 2023, consistent with the timing of grants made to our broader employee population. The 2023 RSU grants have a service-based vesting condition that is satisfied as to 1/16th of the RSUs on each quarterly anniversary of February 19, 2023, in each case, subject to the executive’s continued service with us through each applicable vesting date. The 2023 option awards have an exercise price of $122.41 and vest in 48 substantially equal monthly installments beginning on the first monthly anniversary of February 19, 2023, in each case, subject to the executive’s continued service with us through each applicable vesting date. The number of shares subject to RSU and option awards granted to our named executive officers as part of the 2023 Annual Equity Grants were as follows:

  49. Equity Compensation

    | Named Executive Officer | Number of RSUs | Number of Options | | Dave Stephenson | 34,720 | 86,799 | | Nathan Blecharczyk | 24,508 | 61,270 | | Aristotle Balogh | 36,762 | 91,905 | | Catherine Powell | 30,635 | 76,587 |

  50. Equity Compensation

    Additional Equity Grants On December 4, 2023, the leadership development, belonging and compensation committee also approved an additional grant of 4,040 RSUs to Mr. Stephenson. This additional award reflected Mr. Stephenson’s promotion to the Chief Business Officer role. The service-based vesting condition is satisfied as to 1/16th of the RSUs on each quarterly anniversary of November 19, 2023, subject to Mr. Stephenson’s continued service with us. CEO Multi-Year Equity Award Mr. Chesky’s 2023 compensation reflects the compensation program that was implemented by the board of directors in November 2020. At that time, our board of directors, in consultation with its compensation consultant, Semler Brossy, designed a new compensation program for Mr. Chesky, whom it considered critical to retain and incentivize in light of his sustained and unparalleled leadership since the inception of Airbnb. Under the program, the board of directors reduced Mr. Chesky’s base salary from $110,000 to $1 and set his target bonus at $0, per Mr. Chesky’s preference. In addition, in November 2020, the board of directors granted Mr. Chesky the multi-year equity award, comprising 12 million RSUs (the “Multi-Year Award”). CEO Compensation Design Objectives:

  51. Equity Compensation

    | • | Align with our vision of a 21st century company that is committed to the long-term interests of all stakeholders. |

  52. Equity Compensation

    | • | Provide flexibility to the changing needs and priorities of our business and stakeholders. |

  53. Equity Compensation

    | • | Require high levels of performance to achieve meaningful value while not encouraging short-term gains through risk-taking. |

  54. Equity Compensation

    | • | Incentivize long-term performance beyond typical market pay constructs. |

  55. Equity Compensation

    | • | Promote transparency with simple design and full disclosure. |

  56. Equity Compensation

    | • | Implement a structure that is equitable and justifiable to Mr. Chesky and all of our stakeholders |

  57. Equity Compensation

    Multi-Year Award Performance Update In 2023, no new tranches of the Multi-Year Award were earned or vested. However, per the terms of the award, the shares subject to tranche 1, which became earned and vested in 2021, were delivered to Mr. Chesky on November 10, 2023. Outside of shares held to cover taxes, the shares subject to tranche 2, which vested in November 2022, will not be delivered to Mr. Chesky until November 2024. The Multi-Year Award is structured so that meaningful value may only be realized upon the achievement of sustained and significant high-performance levels. The award is divided into ten tranches that are eligible to vest based on the achievement of stock price goals measured based on the average of our stock price over a 60 trading day trailing average during the performance period. Each tranche will vest on the later of the applicable Vesting Eligibility Date set forth in the table below, or, starting on the first anniversary of the date of grant, the date such average stock price exceeds the stock price hurdle, subject to Mr. Chesky’s continued employment as our Chief Executive Officer. Significant Stretch Hurdles The Multi-Year Award is structured so that meaningful value may only be realized upon the achievement of sustained and significant high-performance levels. In order to earn all of the tranches, the stock price will have to be over 7x the price at IPO and 13x the price at the time of grant.

  58. Equity Compensation

    | Tranche | Vesting Eligibility Date | Number of RSUs | Stock Price Hurdle | | 1 | November 10, 2021 | 1,200,000 | $125.00 | | 2 | November 10, 2022 | 1,200,000 | $165.00 | | 3 | November 10, 2023 | 1,200,000 | $205.00 | | 4 | November 10, 2024 | 1,200,000 | $245.00 | | 5 | November 10, 2025 | 1,200,000 | $285.00 | | 6 | November 10, 2026 | 1,200,000 | $325.00 | | 7 | November 10, 2027 | 1,200,000 | $365.00 | | 8 | November 10, 2028 | 1,200,000 | $405.00 | | 9 | November 10, 2029 | 1,200,000 | $445.00 | | 10 | November 10, 2030 | 1,200,000 | $485.00 |

  59. Equity Compensation

    Commitment to Stakeholders In designing the compensation program for Mr. Chesky, our board of directors was cognizant of Mr. Chesky’s intention to contribute shares of our common stock worth over $100 million to support the Host Endowment Fund and to donate the net proceeds from the Multi-Year Award to community, philanthropic and charitable causes.

  60. Perquisites and Other Benefits

    | • | short-term and long-term disability insurance; |

  61. Perquisites and Other Benefits

    We also provide all employees with limited work-from-home reimbursements and wellbeing allowances under our Live and Work Anywhere Allowance (of up to $350 in reimbursements per quarter towards eligible expenses) and Educate Anywhere Allowance (of up to $1,000 in reimbursements annually towards eligible expenses). 401(k) Plan. We currently maintain a 401(k) retirement savings plan for our U.S. employees, including our named executive officers, who satisfy certain eligibility requirements. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan, and making fully vested matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. Severance Benefits Each of Messrs. Chesky, Stephenson, Blecharczyk and Balogh are party to Change in Control and Severance Agreements, which provide for certain severance benefits and payments both outside of and in connection with a change in control. In addition, in connection with her planned departure with the Company, Ms. Powell entered into a Retention Agreement in December 2023, which provides for certain severance benefits and payments and which superseded the Change in Control and Severance Agreement she was previously party to. A description of the Retention Agreement as well as information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2023, is set forth in the subsection titled “ —Potential Payments Upon Termination or Change in Control” below.

  62. Tax and Accounting Considerations

    Tax and Accounting Considerations As a general matter, our board of directors reviews and considers the various tax and accounting implications of compensation programs we utilize. Deductibility of Executive Compensation. Section 162(m) of the Code denies a publicly-traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer, and the next three highly compensated executive officers. However, we believe that maintaining the discretion to provide compensation that is non-deductible allows us to provide compensation tailored to the needs of our Company and our named executive officers and is an important part of our responsibilities and benefits our stockholders. Accounting for Stock-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based awards made to employees and directors, including stock options and RSUs, based on the grant-date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.

  63. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table contains information about the compensation earned by each of our named executive officers during the fiscal years presented.

  64. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Brian Chesky | 2023 | 1 | — | — | — | — | 295,124 | 295,125 | | President and Chief Executive Officer | 2022 | 1 | — | — | — | — | 311,232 | 311,233 | | | 2021 | 1 | — | — | — | — | 132,151 | 132,152 | | Dave Stephenson | 2023 | 600,000 | — | 4,633,983 | 5,332,236 | 432,000 | 8,884 | 11,007,103 | | Former Chief Financial Officer and Current Chief Business Officer and Head of Employee Experience | 2022 | 600,000 | — | 4,071,961 | 4,971,652 | 436,500 | 6,682 | 10,086,795 | | | 2021 | 600,000 | 18,000 | 3,928,816 | 4,966,861 | 432,000 | 7,102 | 9,952,779 | | Nathan Blecharczyk | 2023 | 400,000 | — | 2,889,738 | 3,763,939 | 230,400 | 200,382 | 7,484,459 | | Co-Founder, Chief Strategy Officer and Chairman of Airbnb China | 2022 | 400,000 | — | 3,054,096 | 3,728,698 | 232,800 | 250,250 | 7,665,844 | | | 2021 | 400,000 | 9,600 | 2,946,564 | 3,725,195 | 230,400 | 298,861 | 7,610,620 | | Aristotle Balogh | 2023 | 600,000 | — | 4,334,607 | 5,645,908 | 432,000 | 17,468 | 11,029,983 | | Chief Technology Officer | 2022 | 600,000 | — | 4,326,469 | 5,282,309 | 436,500 | 13,058 | 10,658,336 | | | 2021 | 600,000 | 18,000 | 4,174,331 | 5,277,302 | 432,000 | 12,756 | 10,514,389 | | Catherine Powell | 2023 | 600,000 | — | 3,612,173 | 4,704,893 | 432,000 | 14,062 | 9,363,128 | | Former Global Head of Hosting | 2022 | 600,000 | — | 3,817,453 | 4,660,914 | 436,500 | 13,270 | 9,528,137 | | | 2021 | 600,000 | 218,000 | 3,683,302 | 4,656,420 | 432,000 | 12,274 | 9,601,996 |

  65. 2023 Summary Compensation Table

    | (1) For 2023, amounts reflect the grant-date fair value of stock awards and option awards granted during 2023 computed in accordance with ASC Topic 718. The fair value of the awards on the grant date may not reflect the actual amounts paid to or realized by the named executive officer. See Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in calculating these values. |

  66. 2023 Summary Compensation Table

    | (2) For 2023, amounts reflect payouts under the 2023 Bonus Plan. See the description of the 2023 Bonus Plan under “Cash Incentive Compensation – 2023 Short-Term Incentive Plan” above. |

  67. 2023 Summary Compensation Table

    | (3) The following table provides the amounts of other compensation, paid to, or on behalf of, named executive officers during 2023 included in the “All Other Compensation” column. |

  68. 2023 Summary Compensation Table

    | Name | 401(k) Matching Contributions ($) | Travel Coupons ($) | Travel Coupons- Gross-Up ($) | Miscellaneous (a) ($) | Total ($) | | Brian Chesky | — | — | — | 295,124 | 295,124 | | Dave Stephenson | 4,038 | 2,000 | 1,190 | 1,656 | 8,884 | | Nathan Blecharczyk | — | 2,000 | 1,571 | 196,811 | 200,382 | | Aristotle Balogh | 9,900 | 4,000(b) | 3,034 | 534 | 17,468 | | Catherine Powell | 9,900 | 2,000 | 1,571 | 591 | 14,062 |

  69. 2023 Summary Compensation Table

    | (a) Represents (i) for Messrs. Chesky and Blecharczyk, personal security costs incurred in 2023 and paid on his behalf by the Company, including the cost of a leased vehicle, driver and security detail, in each case, attributable to security at his personal residence or during personal travel (Mr. Chesky: $295,124 and Mr. Blecharczyk: $196,220); (ii) for each named executive officer other than Mr. Chesky, the following wellbeing allowances: Mr. Stephenson: $1,050; Mr. Blecharczyk: $350; Mr. Balogh: $350; and Ms. Powell: $350, and (iii) for each named executive officer other than Mr. Chesky, the following tax gross up payments related to wellbeing allowances: Mr. Stephenson: $606; Mr. Blecharczyk: $241; Mr. Balogh: $184; and Ms. Powell: $241. |

  70. 2023 Summary Compensation Table

    | (b) Represents an additional $2,000 travel coupon issued to Mr. Balogh in connection with his five year anniversary at the Company in accordance with our policy. |

  71. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information relating to grants of plan-based awards made to our named executive officers during 2023.

  72. Grants of Plan-Based Awards in 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price Per Share of Option Awards ($/Share) | Grant-Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Brian Chesky | — | — | — | — | — | — | — | — | | Dave Stephenson | | — | 450,000 | 540,000 | | | | | | | 3/27/2023(3) | | | | | 86,799 | 122.41 | 5,332,236 | | | 3/27/2023(4) | | | | 34,720 | | | 4,093,835 | | | 12/4/2023(5) | | | | 4,040 | | | 540,148 | | Nathan Blecharczyk | | — | 240,000 | 288,000 | | | | | | | 3/27/2023(3) | | | | | 61,270 | 122.41 | 3,763,939 | | | 3/27/2023(4) | | | | 24,508 | | | 2,889,738 | | Aristotle Balogh | | — | 450,000 | 540,000 | | | | | | | 3/27/2023(3) | | | | | 91,905 | 122.41 | 5,645,908 | | | 3/27/2023(4) | | | | 36,762 | | | 4,334,607 | | Catherine Powell | | — | 450,000 | 540,000 | | | | | | | 3/27/2023(3) | | | | | 76,587 | 122.41 | 4,704,893 | | | 3/27/2023(4) | | | | 30,635 | | | 3,612,173 |

  73. Grants of Plan-Based Awards in 2023

    | (1) Represents potential payouts under the 2023 Bonus Plan. Target and maximum amounts assume full achievement of all goals. There is no threshold payout under the plan. For additional detail on the 2023 Bonus Plan, see “Cash Incentive Compensation—2023 Short-Term Incentive Plan” above. |

  74. Grants of Plan-Based Awards in 2023

    | (2) The amounts shown represent grant-date fair value of stock awards and option awards granted during 2023 computed in accordance with ASC Topic 718. See Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in calculating these values. |

  75. Grants of Plan-Based Awards in 2023

    | (3) The option vests in 48 substantially equal installments on each monthly anniversary of February 19, 2023, subject to continued service. |

  76. Grants of Plan-Based Awards in 2023

    | (4) The RSUs vest as to 1/16th of the total number of RSUs on each quarterly anniversary of February 19, 2023, subject to continued service. |

  77. Grants of Plan-Based Awards in 2023

    | (5) The RSUs vest as to 1/16th of the total number of RSUs on each quarterly anniversary of November 19, 2023, subject to continued service. |

  78. Outstanding Equity Awards at Year-End Table

    Outstanding Equity Awards at Year-End Table The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2023.

  79. Outstanding Equity Awards at Year-End Table

    | | | | Option Awards | | | | Stock Awards | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(2) | | Brian Chesky | 11/10/2020 | — | — | — | — | — | — | 9,600,000 | 1,306,944,000 | | Dave Stephenson | 2/19/2020(3) | | | | | 6,224 | 847,335 | | | | | 2/25/2020(4) | 180,514 | 10,372 | 40.18 | 8/8/2030 | | | | | | | 11/19/2020(5) | | | | | 6,982 | 950,529 | | | | | 2/25/2021(4) | 35,789 | 14,737 | 194.39 | 3/19/2031 | | | | | | | 2/19/2021(5) | | | | | 6,316 | 859,860 | | | | | 2/19/2022(4) | 27,939 | 33,019 | 167 | 3/19/2032 | | | | | | | 2/19/2022(5) | | | | | 13,716 | 1,867,296 | | | | | 2/19/2023(4) | 18,083 | 68,716 | 122.41 | 3/27/2033 | | | | | | | 2/19/2023(5) | | | | | 28,210 | 3,840,509 | | | | | 11/19/2023(5) | | | | | 4,040 | 550,006 | | | | Nathan Blecharczyk | 2/25/2020(6) | 108,885 | 7,778 | 40.18 | 11/10/2030 | | | | | | | 11/25/2020(4) | 325,793 | 127,991 | 40.18 | 11/10/2030 | | | | | | | 2/19/2020(7) | | | | | 4,667 | 635,365 | | | | | 11/19/2020(5) | | | | | 55,851 | 7,603,555 | | | | | 2/25/2021(4) | 26,842 | 11,053 | 194.39 | 3/19/2031 | | | | | | | 2/19/2021(5) | | | | | 4,737 | 644,895 | | | | | 2/19/2022(4) | 20,954 | 24,764 | 167 | 3/19/2032 | | | | | | | 2/19/2022(5) | | | | | 10,287 | 1,400,472 | | | | | 2/19/2023(4) | 12,764 | 48,506 | 122.41 | 3/27/2033 | | | | | | | 2/19/2023(5) | | | | | 19,913 | 2,710,956 | | | | Aristotle Balogh | 5/25/2019 | 228,570 | | 59.91 | 11/13/2028 | | | | | | | 2/19/2020(3) | | | | | 7,000 | 952,980 | | | | | 2/25/2020(4) | 188,328 | 11,668 | 40.18 | 8/8/2030 | | | | | | | 2/25/2021(4) | 38,026 | 15,658 | 194.39 | 3/19/2031 | | | | | | | 2/19/2021(5) | | | | | 6,711 | 913,636 | | | | | 2/19/2022(4) | 29,684 | 35,083 | 167 | 3/19/2032 | | | | | | | 2/19/2022(5) | | | | | 14,573 | 1,983,968 | | | | | 2/19/2023(4) | 19,146 | 72,759 | 122.41 | 3/27/2033 | | | | | | | 2/19/2023(5) | | | | | 29,870 | 4,066,502 | | | | Catherine Powell | 1/29/2020(8) | 149,050 | 2,528 | 59.53 | 2/19/2030 | | | | | | | 2/19/2020(9) | | | | | 1,896 | 258,121 | | | | | 2/19/2020(3) | | | | | 5,056 | 688,324 | | | | | 2/25/2020(4) | 180,194 | 8,426 | 40.18 | 8/8/2030 | | | | | | | 2/25/2021(4) | 33,552 | 13,816 | 194.39 | 3/19/2031 | | | | | | | 2/19/2021(5) | | | | | 5,922 | 806,221 | | | | | 2/19/2022(4) | 26,192 | 30,956 | 167 | 3/19/2032 | | | | | | | 2/19/2022(5) | | | | | 12,859 | 1,750,624 | | | | | 2/19/2023(4) | 15,955 | 60,632 | 122.41 | 3/27/2033 | | | | | | | 2/19/2023(5) | | | | | 24,891 | 3,388,661 | | |

  80. Outstanding Equity Awards at Year-End Table

    | (1) Amounts are calculated by multiplying the number of shares shown in the table by $136.14, the closing per share price of our Class A common stock as of December 29, 2023. |

  81. Outstanding Equity Awards at Year-End Table

    | (2) Represents the Multi-Year Award based on the number of shares subject to the eight tranches that remain eligible to vest. The Multi-Year Award is divided into ten tranches that are eligible to vest based on the achievement of stock price goals measured based on the average of our stock price over a 60 trading day trailing average during a ten-year performance period. Each tranche will vest on the later of the specified vesting eligibility date, or, starting on the first anniversary of the date of grant, the date such average stock price exceeds the applicable stock price hurdle, subject to Mr. Chesky’s continued employment as our Chief Executive Officer. During 2021, the first two tranches of the Multi-Year Award were earned based on the Company’s achievement of the stock price hurdles in accordance with the terms of the Multi-Year Award, and each such tranche vested on November 10, 2021 and November 10, 2022, respectively. During 2023, no additional tranches of the Multi-Year Award were earned. Other than an amount necessary to cover taxes, shares underlying the vested RSUs will not be issued until two years after the RSUs vest. For additional detail on the vesting of the Multi-Year Award, see “CEO Multi-Year Equity Award” above. |

  82. Outstanding Equity Awards at Year-End Table

    | (3) The service-based vesting condition of the RSUs is satisfied as to 1/16th of the RSUs on each quarterly anniversary of the vesting commencement date, subject to continued service. The liquidity-based vesting condition was satisfied upon our initial public offering. |

  83. Outstanding Equity Awards at Year-End Table

    | (4) The option vests in 48 substantially equal installments on each monthly anniversary of the vesting commencement date, in each case, subject to continued service. |

  84. Outstanding Equity Awards at Year-End Table

    | (5) The RSUs vest as to 1/16th of the total number of RSUs on each quarterly anniversary of the vesting commencement date, subject to continued service. |

  85. Outstanding Equity Awards at Year-End Table

    | (6) The option vests in 48 substantially equal installments on each monthly anniversary of the vesting commencement date, in each case, subject to continued employment. |

  86. Outstanding Equity Awards at Year-End Table

    | (7) The RSUs vest as to 1/16th of the total number of RSUs on each quarterly anniversary of the vesting commencement date, subject to continued employment. |

  87. Outstanding Equity Awards at Year-End Table

    | (8) The option vests as to 40% of the shares subject to the option on the first anniversary of the vesting commencement date, and as to 1/36th of the remaining shares subject to the option on each monthly anniversary thereafter, subject to continued service. |

  88. Outstanding Equity Awards at Year-End Table

    | (9) The service-based vesting condition of the RSUs was satisfied as to 1/4th of the RSUs on February 25, 2021, and as to 1/16th of the RSUs on each quarterly anniversary of the vesting commencement date thereafter, subject to continued service. The liquidity-based vesting condition was satisfied upon our initial public offering. |

  89. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the stock options that were exercised and the RSUs that vested during 2023.

  90. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized Upon Exercise (1) | Number of Shares Acquired on Vesting | Value Realized Upon Vesting (2) | | Brian Chesky | 9,192,588 | $942,484,793 | — | — | | Dave Stephenson | 25,000 | $2,133,000 | 67,386 | $8,470,961 | | Nathan Blecharczyk | 1,972,860 | $202,270,628 | 87,473 | $10,827,929 | | Aristotle Balogh | 80,000 | $7,598,694 | 51,500 | $6,353,824 | | Catherine Powell | 13,600 | $1,459,052 | 45,891 | $5,686,702 |

  91. Option Exercises and Stock Vested

    | (1) Represents the difference between the fair market value of our stock underlying the options at exercise and the exercise price of the option. |

  92. Option Exercises and Stock Vested

    | (2) Reflects the product of the number of shares of stock vested multiplied by the closing price of our common stock on the vesting date. |

  93. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans.

  94. Nonqualified Deferred Compensation for Fiscal Year 2023

    Nonqualified Deferred Compensation for Fiscal Year 2023 The following table provides information concerning the portions of the Multi-Year Award that were earned and vested but are subject to deferral under the applicable RSU award agreement. The RSUs were previously reported as compensation for 2020 based on their fair value as of the grant date in the Summary Compensation Table and have also been reported in the Option Exercises and Stock Vested Tables in 2022 and 2021 based on their fair value as of the vesting date. We do not maintain any other deferred compensation arrangements.

  95. Nonqualified Deferred Compensation for Fiscal Year 2023

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY($) | Aggregate Earnings (Losses) in Last FY ($) (1) | Aggregate Withdrawals/ Distributions ($) (2) | Aggregate Balance at Last FYE ($) (3) | | Brian Chesky | — | — | 95,682,649 | 135,629,229 | 156,470,603 | | Vested but Unissued RSUs | | | | | |

  96. Nonqualified Deferred Compensation for Fiscal Year 2023

    | (1) Represents the change in value of shares of our Class A common stock subject to the vested RSUs based on the change in the closing per share price from December 30, 2022 to December 29, 2023, for the 1,149,336 RSUs subject to the second tranche of the Multi-Year Award that vested in 2022 and the change in the closing per share price from December 30, 2022 to November 10, 2023, for the 1,147,941 RSUs subject to the first tranche of the Multi-Year Award that vested in 2021 and was settled on November 10, 2023. |

  97. Nonqualified Deferred Compensation for Fiscal Year 2023

    | (2) Represents the value of the 1,147,941 shares of our Class A common stock subject to the first tranche of the Multi-Year Award that were delivered to Mr. Chesky on November 10, 2023, based on the closing price per share on such date. |

  98. Nonqualified Deferred Compensation for Fiscal Year 2023

    | (3) Represents the aggregate value of all vested RSUs for which settlement has been deferred based on $136.14, the closing per share price of our Class A common stock on December 29, 2023. |

  99. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Change in Control and Severance Agreements The leadership development, belonging and compensation committee approved Change in Control and Severance Agreements for each of our named executive officers. These agreements remained in place during 2023 for each of our named executive officers other than Ms. Powell, whose agreement was superseded by her Retention Agreement entered into in December 2023, as discussed in further detail below. The agreements provide that in the event of the named executive officer’s termination without “cause” (as defined below) outside of the Change in Control Period (as defined below): (i) the named executive officer will be entitled to receive a cash amount equal to their annual base salary, payable in a single lump-sum payment, less applicable withholdings; and (ii) if the executive elects to receive continued healthcare coverage under COBRA, the Company will directly pay, or reimburse the named executive officer for the premium of continued healthcare coverage for the named executive officer and the executive’s covered dependents through the earlier of the annual anniversary of the date of termination and the date the named executive officer and the executive’s dependents become eligible for coverage under another employer’s plans. In addition, any outstanding equity awards held by the named executive officer that vest solely based on continued services will become vested with respect to the number of shares that would have vested during the six months following the date of termination had the executive’s employment continued. In the event of the named executive officer’s termination without “cause” or resignation for “good reason” (as defined below), within the period three months prior to and ending 12 months following a “change in control” of the Company (as defined in each applicable agreement) (the “Change in Control Period”): (i) the named executive officer will be entitled to receive a cash amount equal to their annual base salary plus target annual bonus, payable in a single lump-sum payment, less applicable withholdings; and (ii) if the executive elects to receive continued healthcare coverage under COBRA, the Company will directly pay, or reimburse the named executive officer for the premium of continued healthcare coverage for the named executive officer and the executive’s covered dependents through the earlier of the annual anniversary of the date of termination and the date the named executive officer and the executive’s dependents become eligible for coverage under another employer’s plans. In addition, any outstanding equity awards held by the named executive officer that vest solely based on continued services will become fully vested. Equity awards that have performance-vesting conditions will be governed by the terms of their award agreements. “Cause” as defined in the Change in Control and Severance Agreements means the executive’s (i) conviction of, or entering a plea of guilty or no contest to or for, any felony (other than as a result of vicarious liability) or any crime involving moral turpitude, (ii) commission of an act of harassment or discrimination (as defined by the Company’s anti-harassment, discrimination, and retaliation policy or any successor policy), sexual assault, fraud, embezzlement or material misappropriation, (iii) material breach of fiduciary duty against the Company which has had or will have an adverse effect on the Company’s business, (iv) gross negligence or willful misconduct in the performance of the executive’s employment obligations and duties that has had or will have a material adverse effect on the Company’s business, (v) material breach of any material written agreement between the executive and the Company or any material written policy of the Company, (vi) continued failure or refusal to perform material duties required of the executive under executive’s employment agreement or offer letter, or as instructed by the individual to whom executive directly reports, and (vii) any other misconduct which is, or could reasonably be expected to be, injurious to the financial condition or business reputation of the Company; and in the case of clauses (iv), (v), (vi) or (vii), only after there has been delivered to the executive a written demand to cure such breach with reasonable detail regarding the nature of the breach and, if such breach is capable of cure, such breach has not been cured within thirty (30) days from the date on which the executive received the written demand. Notwithstanding the foregoing, Cause shall not be deemed to exist under subclause (v), (vi) or (vii) during any Change in Control Period unless the act, or failure to act, giving rise to Cause is willfully taken, or not taken, with intent to harm the Company or any of its affiliates. “Good Reason” as defined in the Change in Control and Severance Agreements means the occurrence of any of the following without the executive’s written consent: (i) a material diminution in the executive’s authority, duties or responsibilities as in effect immediately prior to such reduction (excluding any interim responsibilities); (ii) a material reduction in the executive’s annual base salary; (iii) the relocation of the executive’s place of work to a location that increases the executive’s one-way commute by more than fifty (50) miles; or (iv) the Company’s material breach of a material agreement between the executive and the Company; provided, that no resignation for Good Reason shall be effective unless and until (1) the executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after the occurrence thereof, (2) the Company has not cured such acts or omissions that are capable of cure within thirty (30) days of its actual receipt of such notice, and (3) the effective date of the executive’s termination for Good Reason occurs no later than sixty (60) days after the initial existence of the facts or circumstances constituting Good Reason. All such severance payments and benefits under the Change in Control and Severance Agreements will be subject to the named executive officer’s execution of a general release of claims against us. Catherine Powell Retention Agreement

  100. Potential Payments Upon Termination or Change in Control

    In connection with her planned departure with the Company on June 30, 2024 (the “Planned Departure Date”), Ms. Powell entered into a Retention Agreement with the Company (the “Retention Agreement”) on December 4, 2023, which sets forth the terms of her transition services and severance payments and benefits. Pursuant to the Retention Agreement, Ms. Powell will continue to be paid her current annual base salary through the Planned Departure Date, and her outstanding equity awards will continue to vest in accordance with their terms, in each case, subject to her continued employment with the Company. Provided that Ms. Powell remains employed with the Company through the Planned Departure Date, her employment is terminated by the Company without “cause” (as defined below) or Ms. Powell resigns for “good reason” (as defined below), and she timely delivers an executed release of claims to the Company following her departure date, Ms. Powell will be entitled to receive the following payments and benefits: (i) 12 months of base salary in a single lump sum, (ii) lump sum payment equal to 15 months of COBRA premiums, (iii) each outstanding equity award held by Ms. Powell will become vested and exercisable, as applicable, as to the number of shares that would have vested in the 6-month period following her departure had she remained employed through such date, and (iv) the stock options granted to Ms. Powell after December 10, 2020 that are vested as of the Planned Departure Date, after giving effect to the accelerated vesting described in clause (iii), will be amended to remain exercisable until the first anniversary of the Planned Departure Date to exercise the vested options. In the event Ms. Powell’s employment is terminated by the Company without “cause” or she resigns for “good reason” prior to the Planned Departure Date, then the foregoing payments will be increased by the base salary, any amounts owed under the Company’s 2023 Bonus Plan (to the extent unpaid), and any benefits and vesting of equity awards she would have received had she remained employed through the Planned Departure Date. “Cause” as defined in the Retention Agreement has the meaning set forth in the Change in Control and Severance Agreements, as described above. “Good Reason” as defined in the Retention Agreement means the occurrence of any of the following: (A) the Company’s material breach of the Retention Agreement; or (B) the Company’s failure to make a timely payment pursuant to the Retention Agreement; provided that no resignation for Good Reason shall be effective unless and until (x) Ms. Powell has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for Good Reason within 30 days after the occurrence thereof, (y) the Company has not cured such acts or omissions that are capable of cure within 30 days of its actual receipt of such notice, and (z) the effective date of Ms. Powell’s termination for Good Reason occurs no later than 60 days after initial existence of the facts or circumstance constituting Good Reason. Equity Plans In addition to the severance benefits provided under the Change in Control and Severance Agreements and Ms. Powell’s Retention Agreement, each as described above, under our 2008 Equity Incentive Plan, our 2018 Equity Incentive Plan and our 2020 Incentive Award Plan, in the event of a change in control of the Company where outstanding awards are not assumed or substituted, all awards, other than the Multi-Year Award, will vest in full. The vesting of the Multi-Year Award converts to a service-based award based on the price per share to be received by securityholders in connection with the change in control and the vesting date applicable to each stock hurdle achieved. The converted service-based award fully accelerates if not assumed or substituted or upon a termination without “cause” or due to a “constructive termination” (each as defined in Mr. Chesky’s offer letter) within 12 months following the change in control. Outside of a change in control, in the event Mr. Chesky’s employment is terminated without cause or due to a constructive termination, the Multi-Year Award will remain outstanding and eligible to vest for six months following the date of termination. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our named executive officers. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2023, and the price per share of our Class A common stock is the closing price as of December 29, 2023 ($136.14). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date.

  101. Potential Payments Upon Termination or Change in Control

    | | UPON QUALIFYING TERMINATION— OUTSIDE OF CHANGE IN CONTROL PERIOD | | | | UPON QUALIFYING TERMINATION— DURING CHANGE IN CONTROL PERIOD | | | | | Name | Cash Severance ($)(1) | Continuation Of Medical Benefits ($) | Value Of Accelerated Vesting ($)(2) | Total ($) | Cash Severance ($)(1) | Continuation Of Medical Benefits ($) | Value Of Accelerated Vesting ($)(2)(3) | Total ($) | | Brian Chesky | 1 | 11,791 | — | 11,972 | 1 | 11,791 | — | 11,972 | | Dave Stephenson | 600,000 | 35,712 | 3,885,310 | 4,521,022 | 1,050,000 | 35,712 | 10,854,304 | 11,940,016 | | Nathan Blecharczyk | 400,000 | 35,712 | 12,973,927 | 13,409,639 | 640,000 | 35,712 | 26,689,624 | 27,365,336 | | Aristotle Balogh | 600,000 | 35,712 | 3,662,306 | 4,298,018 | 1,050,000 | 35,712 | 10,035,728 | 11,121,440 | | Catherine Powell | 1,350,000 | 54,994 | 8,726,658 | 10,131,652 | 1,350,000 | 54,994 | 8,726,658 | 10,131,652 |

  102. Potential Payments Upon Termination or Change in Control

    | (1) For each named executive officer other than Ms. Powell, the severance amount related to base salary was determined based on the base salaries in effect on December 31, 2023 and the severance amount related to target annual bonus was determined based on the target bonuses as of December 31, 2023. For Ms. Powell, given that a termination occurring on December 31, 2023 would be prior to the Planned Departure Date, Ms. Powell would be entitled to receive: (x) $600,000, plus (y) the salary she would have been entitled to had she remained employed through the Planned Departure Date, plus (z) the value of her bonus under the 2023 Bonus Plan. |

  103. Potential Payments Upon Termination or Change in Control

    | (2) The value of accelerated options is calculated by multiplying (i) the number of shares accelerated by (ii) any positive excess of $136.14, the closing price per share of our Class A common stock on December 29, 2023, over the applicable exercise price, and the value of accelerated RSUs is calculated by multiplying the number of RSUs accelerated by $136.14, the closing price per share of our Class A common stock on December 29, 2023. |

  104. Potential Payments Upon Termination or Change in Control

    | (3) The amounts set forth in this column also represent the value of the acceleration of equity awards in the event of a change in control of the Company where outstanding awards are not assumed or substituted, where all awards, other than the Multi-Year Award, will vest in full. In such case, the vesting of the Multi-Year Award converts to a service-based award based on the price per share to be received by securityholders in connection with the change in control and the vesting date applicable to each stock hurdle achieved. Given that the closing price per share of our Class A common |

  105. Potential Payments Upon Termination or Change in Control

    | stock on December 29, 2023 was $136.14 and the next tranche of the Multi-Year Award requires attaining a stock price hurdle of $205.00 to be earned, there is no value reflected in the table above with respect to equity acceleration for Mr. Chesky. |

  106. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. The following table sets forth the ratio of our Chief Executive Officer Brian Chesky’s total compensation to that of the Company’s median employee for the year ended December 31, 2023.

  107. CEO Pay Ratio

    | Chief Executive Officer total annual compensation | $295,125 | | Median Employee total annual compensation | $243,757 | | Ratio of Chief Executive Officer to Median Employee total annual compensation | 1.2 to 1 |

  108. CEO Pay Ratio

    This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The Company chose December 31, 2021 as the date for establishing the employee population used in identifying the median employee and 2021 as the measurement period. We captured all full time, part-time and temporary employees globally as of December 31, 2021. We identified the median employee using the annualized base salary and annualized bonus target as of December 31, 2021, in addition to the aggregate fair market value of all equity awarded in 2021. The annual total compensation of the median employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Under SEC rules, the median employee is only required to be identified once every three years if there has been no change in our employee population or compensation arrangements or in the median employee’s circumstances that we reasonably believe would significantly affect our pay ratio disclosure. However, our 2021 median employee experienced a change in circumstances, and consistent with SEC rules, for 2023, we chose to use a substitute employee who was immediately adjacent to the initial median employee and had substantially similar compensation to that of the initial median employee based on the compensation measure we had used to select the initial median employee. The SEC’s rules for identifying the median compensated 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. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Pursuant to SEC rules, the CEO pay ratio does not include the November 2020 equity award to Mr. Chesky that was intended to take the place of ten years of our CEO’s compensation. See “CEO Multi-Year Equity Award” section for more detail.

  109. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with the rules adopted by the SEC pursuant to the Dodd-Frank Act of 2010, we provide the following disclosure regarding executive compensation for our Chief Executive Officer and other (non-CEO) named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The amounts below shown for Compensation Actually Paid do not represent the value of cash and shares of the Company’s common stock received by NEOs during the year, but rather is an amount calculated in accordance with SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, Compensation Actually Paid amounts below differ from compensation actually earned, realized or received by the individuals.

  110. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2)(3) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(1) | Average Compensation Actually Paid to Non-CEO NEOs ($)(2) | Company Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | Net Income (Loss) (Thousands) ($) | Company Selected Measure: Stock Price Measure ($)(5) | | 2023 | 295,125 | 303,463,125 | 9,721,168 | 19,646,568 | 94.08 | 159.77 | 4,791,795 | 128.87 | | 2022 | 311,233 | (585,324,767) | 9,484,778 | (20,027,758) | 59.08 | 101.22 | 1,893,105 | 100.59 | | 2021 | 132,152 | 301,440,152 | 9,419,946 | 19,647,185 | 115.05 | 140.97 | (352,034) | 176.69 | | 2020 | 120,099,075 | 1,146,063,075 | 17,432,764 | 88,442,213 | 101.44 | 104.79 | (4,584,716) | 147.62 |

  111. Pay Versus Performance Table

    | (1) Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for our CEO during each applicable fiscal year and the average of the total compensation as reported in the Summary Compensation Table for our remaining NEOs for the relevant fiscal year, which captures the individuals indicated in the table below for each fiscal year: |

  112. Pay Versus Performance Table

    | Year | CEO | Non-CEO NEOs | | 2023 | Brian Chesky | Dave Stephenson, Nathan Blecharczyk, Aristotle Balogh, and Catherine Powell | | 2022 | Brian Chesky | Dave Stephenson, Nathan Blecharczyk, Aristotle Balogh, and Catherine Powell | | 2021 | Brian Chesky | Dave Stephenson, Nathan Blecharczyk, Aristotle Balogh, and Catherine Powell | | 2020 | Brian Chesky | Dave Stephenson, Joseph Gebbia, Nathan Blecharczyk, and Catherine Powell |

  113. Pay Versus Performance Table

    | (2) The calculation of 2023 Compensation Actually Paid reflects certain adjustments to the Total Compensation as reflected in the Summary Compensation Table for the CEO and our remaining NEOs as set forth below: |

  114. Pay Versus Performance Table

    | Adjustments | CEO | Average Non CEO-NEOs | | Summary Compensation Table Total | 295,125 | 9,721,168 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year | — | (8,729,369) | | Increase for Year-End Fair Value of Equity Awards Granted in the Fiscal Year that were Outstanding and Unvested as of Fiscal Year —end, Determined as of the Fiscal Year —end | — | 6,543,904 | | Increase for Vesting Date Fair Value of Equity Awards Granted and Vested in the Fiscal Year, Determined as of Vesting Date | — | 1,831,601 | | Increase/Deduction for Equity Awards Granted During Prior Fiscal Years that were Outstanding and Unvested as of Applicable Fiscal Year —End, Determined Based on Change in Fair Value from Prior Fiscal Year —End to Applicable Fiscal Year —End | 303,168,000 | 4,503,137 | | Increase/Deduction for Equity Awards Granted During Prior Fiscal Years that Vested during Applicable Fiscal Year, Determined Based on Change in Fair Value from Prior Fiscal Year —End to Vesting Date | — | 6,123,518 | | Deduction for Equity Awards Granted During Prior Fiscal Years that Failed to Meet Vesting Conditions during Applicable Fiscal Year, Determined as of Prior Fiscal Year —End | — | (347,391) | | TOTAL ADJUSTMENTS | 303,168,000 | 9,925,400 | | COMPENSATION ACTUALLY PAID | 303,463,125 | 19,646,568 |

  115. Pay Versus Performance Table

    | Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns is calculated in accordance with ASC Topic 718 and was determined by reference to (i) for solely service-vesting RSU awards, the |

  116. Pay Versus Performance Table

    | closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for Mr. Chesky’s Multi-Year Award, using a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value; and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s). For all awards, fair value is determined based on the same methodology as used to determine grant-date fair value. For additional information on the assumptions used to calculate the valuation of the awards, see the Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and prior fiscal years. |

  117. Pay Versus Performance Table

    | (3) The Compensation Actually Paid to Mr. Chesky largely reflects the change in the fair value, as calculated in accordance with ASC Topic 718, of the Multi-Year Award granted to Mr. Chesky in November 2020, as detailed in footnote (2) above. The Compensation Actually Paid to Mr. Chesky for 2020 reflects the fair value of this award as of December 31, 2020, which is substantially larger than the value of the award as of the grant date due to the substantial increase in the fair value of our Class A common stock from the grant date ($35.81), which was prior to our IPO, through December 31, 2020 ($146.80), representing an increase of 310%. As of December 31, 2020, no portion of the Multi-Year Award had been earned. |

  118. Pay Versus Performance Table

    | As disclosed in the “CEO Multi-Year Equity Award” section in our Compensation Discussion and Analysis, the Multi Year Award is intended to cover ten years of compensation and may be earned, if at all, based on our 60 trading day trailing average closing stock price exceeding progressively higher stock price hurdles, ranging from $125 to $485, over a 10-year period. In order to earn all of the tranches, the stock price will have to be over 7x the price at IPO and 13x the price at the time of grant. Outside of shares held to cover taxes, vested shares are not delivered to Mr. Chesky for two years following the vesting date. As of December 31, 2023, only two of the 10 tranches have been earned and vested, and per the terms of the award, other than an amount necessary to cover taxes, shares underlying the vested RSUs subject to the second tranche had not been issued yet. In designing the compensation program for Mr. Chesky, our board of directors was cognizant of Mr. Chesky’s intention to donate the net proceeds from the award to community, philanthropic and charitable causes. |

  119. Pay Versus Performance Table

    | (4) Represents the cumulative total shareholder return (TSR) on our Class A common stock and the cumulative TSR on the S&P 500 Information Technology Index (the “Peer Group TSR”), which is the same peer group used for the Stock Return Performance Graph included in our Annual Report on Form 10-K, through December 31, 2020, 2021, 2022 and 2023. The table assumes $100 was invested at the market close on December 10, 2020, which was the first day our Class A common stock began trading. The cumulative TSR on our Class A common stock for fiscal year 2020 through 2022 have been corrected to reflect the investment of $100 at the market close on December 10, 2020. Data for the Peer Group TSR assumes reinvestment of dividends. |

  120. Pay Versus Performance Table

    | (5) The Multi-Year Award granted to Mr. Chesky in November 2020 is divided into ten tranches that are eligible to vest based on the achievement of stock price goals measured based on the average of our stock price over a 60 trading day trailing average during a ten-year performance period. The Company does not utilize any other financial performance measures, as defined under SEC rules, in any significant way in its executive compensation programs, and as such has determined to utilize the 60 trading day trailing average closing stock price of our Class A common stock as of the end of each fiscal year (the “Stock Price Measure”), as the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023 to our performance. See “CEO Multi-Year Equity Award” section for more detail. For 2020, the Stock Price Measure represents the average price from our full trading history at the time, as we were not yet publicly traded for 60 trading days. |

  121. Relationship Between Financial Performance Measures and Compensation Actually Paid

    Relationship Between Financial Performance Measures and Compensation Actually Paid The following graphs sets forth the relationship between Compensation Actually Paid to our CEO and the average of Compensation Actually Paid to our remaining NEOs with (i) our cumulative TSR, (ii) our net income (loss), and (iii) the Stock Price Measure, in each case, over four most recently completed fiscal years. Also shown in the graph below is the relationship between our cumulative TSR to the Peer Group TSR for the same period. Our executive compensation program emphasizes equity compensation, which we believe demonstrates a longer-term, ownership orientation. As a result of this emphasis, Compensation Actually Paid to our CEO and the average of Compensation Actually Paid to our Non-CEO NEOs is significantly impacted by our TSR performance. Changes to our net income from 2020 through 2023 do not directly align with our outcomes on Compensation Actually Paid as net income is not used as a financial measure under our executive compensation programs and due to the stronger sensitivity of Compensation Actually Paid to our Stock Price Measure and TSR performance.

  122. Description of Relationship Between CEO and Average NEO Compensation Actually Paid and Our TSR

    Description of Relationship Between CEO and Average NEO Compensation Actually Paid and Our TSR The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our other NEOs, each as set forth in the table above, and our cumulative TSR over the period from 2020 through 2023.

  123. Description of Relationship Between CEO and Average NEO Compensation Actually Paid and Net Income

    Description of Relationship Between CEO and Average NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our other NEOs, and our net income during years 2020 through 2023, each as set forth in the table above.

  124. Description of Relationship Between CEO and Average NEO Compensation Actually Paid and Stock Price Measure

    Description of Relationship Between CEO and Average NEO Compensation Actually Paid and Stock Price Measure The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our other NEOs, and the Stock Price Measure during years 2020 through 2023, each as set forth in the table above.

  125. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe that the Stock Price Measure represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023 to our performance. For additional details regarding this financial performance measure, please see the sections titled “Equity Compensation” and “CEO Multi-Year Equity Award” of our Compensation Discussion and Analysis.

  126. Director Compensation

    Director Compensation

  127. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Directors who are not employees of the Company are eligible to receive compensation pursuant to our amended and restated non-employee director compensation policy (“Non-Employee Director Compensation Policy”). In 2023, under our Non-Employee Director Compensation Policy, our non-employee directors were entitled to the following cash retainers, which unless noted otherwise are paid once per year following the conclusion of each fiscal year:

  128. Non-Employee Director Compensation Policy

    | • | Each non-employee director receives an annual cash retainer in the amount of $50,000 per year, which is paid in quarterly installments following the end of each fiscal quarter. |

  129. Non-Employee Director Compensation Policy

    | • | The lead independent director receives an additional cash retainer of $40,000 per year, and the Chairperson of the board of directors receives an additional cash retainer of $50,000 per year. |

  130. Non-Employee Director Compensation Policy

    | • | The Chairperson of the audit, risk and compliance committee receives an additional annual cash retainer in the amount of $40,000 per year for such Chairperson’s service on the audit, risk and compliance committee. Each non-Chairperson member of the audit, risk and compliance committee receives an additional annual cash retainer in the amount of $17,500 per year for such member’s service on the audit, risk and compliance committee. |

  131. Non-Employee Director Compensation Policy

    | • | The Chairperson of the leadership development, belonging and compensation committee receives an additional annual cash retainer in the amount of $37,500 per year for such Chairperson’s service on the leadership development, belonging and compensation committee. Each non-Chairperson member of the leadership development, belonging and compensation committee receives an additional annual cash retainer in the amount of $15,000 per year for such member’s service on the leadership development, belonging and compensation committee. |

  132. Non-Employee Director Compensation Policy

    | • | The Chairperson of the nominating and corporate governance committee receives an additional annual cash retainer in the amount of $30,000 per year for such Chairperson’s service on the nominating and corporate governance committee. Each non-Chairperson member of the nominating and corporate governance committee receives an additional annual cash retainer in the amount of $10,000 per year for such member’s service on the nominating and corporate governance committee. |

  133. Non-Employee Director Compensation Policy

    | • | The Chairperson of the stakeholder committee receives an additional annual cash retainer in the amount of $37,500 per year for such Chairperson’s service on the stakeholder committee. Each non-Chairperson member of the stakeholder committee receives an additional annual cash retainer in the amount of $12,500 per year for such member’s service on the stakeholder committee. |

  134. Non-Employee Director Compensation Policy

    Under our Non-Employee Director Compensation Policy, in the event a non-employee director is appointed to the board of directors on a date other than May 25, he or she will receive an initial award of RSUs covering a number of shares of the Class A common stock valued at $300,000 based on the Company’s then-current per share fair market value, multiplied by a fraction, the numerator of which is the number of days from and including his or her appointment until the next May 25, and the denominator of which is 365. The initial RSU award will vest in full on the May 25 following the date of grant, subject to continued service on the board of directors. In addition, on each May 25, each non-employee director will automatically be granted an annual award of RSUs covering a number of shares of the Class A common stock valued at $300,000 based on the Company’s then-current per share fair market value, which annual award will vest in full on the first anniversary of the grant date, subject to continued service on the board of directors. All RSUs granted under our Non-Employee Director Compensation Policy vest in full in the event of a change in control of the Company. In addition, non-employee directors may elect to receive their annual cash fees in the form of RSUs, which award will be granted and vest in the same manner as the initial RSU award, if such election is made in connection with the director’s initial appointment to the board of directors, or else the annual RSU award.

  135. Director Compensation Table for 2023

    Director Compensation Table for 2023 The following table contains information concerning the compensation of our non-employee directors in 2023.

  136. Director Compensation Table for 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Angela Ahrendts | 124,623 | 299,999 | — | 424,622 | | Amrita Ahuja | 67,500 | 299,999 | — | 367,499 | | Kenneth Chenault | 115,000 | 299,999 | — | 414,999 | | Joseph Gebbia | 62,500 | 299,999 | 26,664(3) | 389,163 | | Belinda Johnson (4) | — | — | — | — | | Jeffrey Jordan | 97,500 | 299,999 | — | 397,499 | | Alfred Lin | 105,000 | 299,999 | — | 404,999 | | James Manyika (5) | 62,808 | 214,521 | — | 277,329 |

  137. Director Compensation Table for 2023

    | (1) Amounts reflect the cash retainers earned by the directors for their service during 2023 pursuant to our Non-Employee Director Compensation Policy in effect for 2023. In addition, each of our directors elected to receive RSUs in lieu of cash compensation under our Non-Employee Director Compensation Policy for 2023. Amounts for such directors reflect the cash fees forgone at the election of the director to receive the following RSU awards, which were granted in May 2023: Ms. Ahrendts: 1,193 RSUs, Ms. Ahuja: 646 RSUs, Mr. Chenault: 1,101 RSUs, Mr. Gebbia: 598 RSUs, Mr. Jordan: 933 RSUs, Mr. Lin: 1,005 RSUs and Mr. Manyika: 438 RSUs. Such amounts were determined by dividing the applicable amount of the cash fees by the fair market value of a share of our Class A common stock as of the date of grant. |

  138. Director Compensation Table for 2023

    | (2) Amounts reflect the grant-date fair value of stock awards granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. During 2023 each non-employee director other than Ms. Johnson and Mr. Manyika received an annual grant of 2,873 RSUs on May 25, 2023 with a grant date fair value of $299,999. Mr. Manyika received an annual grant of 1,497 RSUs on September 7, 2023 with a grant date fair value of $214,475, in connection with his appointment on such date. Ms. Johnson did not receive an annual grant during 2023. See Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in calculating these values. |

  139. Director Compensation Table for 2023

    | (3) Relates to Mr. Gebbia’s advisory service fees pursuant to his advisor agreement. On August 23, 2022, we entered into an advisor agreement with Mr. Gebbia that provides for the payment of $3,333 per month in exchange for his advice and other services reasonably requested by the Company’s management from time to time, along with continued service-based vesting of certain RSUs and stock options granted to him during his employment with us. |

  140. Director Compensation Table for 2023

    | (4) Ms. Johnson’s term on the board of directors expired on June 1, 2023. |

  141. Director Compensation Table for 2023

    | (5) Mr. Manyika was appointed to the board of directors effective September 7, 2023. |

  142. Director Compensation Table for 2023

    The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2023 by each non-employee director.

  143. Director Compensation Table for 2023

    | Name | Options Outstanding at Fiscal Year End | RSUs Outstanding at Fiscal Year End | | Angela Ahrendts | 15,798 | 4,066 | | Amrita Ahuja | — | 3,519 | | Kenneth Chenault | 16,692 | 3,974 | | Joseph Gebbia | 286,752 | 59,322 | | Belinda Johnson | 843,878 | — | | Jeffrey Jordan | — | 3,806 | | Alfred Lin | — | 3,878 | | James Manyika | — | 1,935 |