DEF 14A of Booking Holdings Inc.
Filed Apr 23, 2024 · FY20230001308179-24-000549
Our Board
Our Board
Our Board
| Current Directors | Age (as of 3-31-24) | Director Since | Independent | Committee and Subcommittee Memberships | | | | Other Public Directorships | | | | | | Audit | Corporate Governance | Talent and Compensation | Cybersecurity | | | Glenn D. Fogel | 62 | 2017 | | | | | | 0 | | Mirian M. Graddick-Weir | 69 | 2018 | | M | | C | | 1 | | Kelly Grier | 54 | 2023 | | M | | | | 2 | | Wei Hopeman | 54 | 2019 | | | M | | | 0 | | Robert J. Mylod, Jr. (Chair) | 57 | 2017 | | | | M | | 1 | | Charles H. Noski (Lead Independent Director) | 71 | 2015 | | M | C | | | 1 | | Larry Quinlan | 61 | 2022 | | | | | C | 2 | | Nicholas J. Read | 59 | 2018 | | M | | | M | 0 | | Thomas E. Rothman | 69 | 2013 | | | M | | | 0 | | Sumit Singh | 44 | 2022 | | | | M | | 1 | | Lynn Vojvodich Radakovich | 56 | 2016 | | | M | M | | 2 | | Vanessa A. Wittman | 56 | 2019 | | C | | | M | 2 | | Number of Meetings in 2023 | | | | 9 | 5 | 6 | 3 | | | M Member C Chair | | | | | | | | |
Our Board
Our Board exhibits a strong mix of desired attributes, including business experience, tenure, age, diversity of perspectives, and independence. The following is a snapshot of some key characteristics of our Board, assuming all twelve nominees are elected at the Annual Meeting.
Our Board
| FINANCIAL EXPERTS | TENURE | AGE | | | | |
Our Board
| DIRECTOR QUALIFICATIONS | | | | | | | | | | | 8 | Leadership | | 9 | Finance | | 12 | Global Business | | | 1 | Human Resources | | 7 | Technology | | 3 | Sales and Marketing | | | 2 | Travel | | | | | | |
Our Board
Our Board is committed to a refreshment process to ensure continued representation of a diversity of viewpoints, backgrounds, experience, knowledge, and perspectives. As of March 31, 2024, our Board has twelve members, including five women directors, four racially or ethnically diverse directors, and two Board leadership positions that are held by women. The demographic information presented below is based on voluntary self-identification by each director.
Our Board
| Board Diversity Matrix (as of March 31, 2024) | | | | | | Total Number of Directors | | 12 | | | | | Female | Male | Did Not Disclose | | | Part I: Gender Identity | | | | | | Directors | 5 | 6 | 1 | | | Part II: Demographic Background | | | | | | Asian | 1 | 1 | 0 | | | Black or African American | 1 | 1 | 0 | | | White | 3 | 4 | 0 | | | Did Not Disclose | 0 | 0 | 1 | |
Nominees for Election as Directors
Nominees for Election as Directors Set forth below is biographical information as of March 31, 2024 for each person nominated for election to the Board at the Annual Meeting.
Nominees for Election as Directors
| GLENN D. FOGEL Chief Executive Officer and President Age: 62 Director since: 2017 | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights Mr. Fogel has served as our Chief Executive Officer and President since January 2017 and the Chief Executive Officer of Booking.com since June 2019. Previously, he served as our Head of Worldwide Strategy and Planning from November 2010 to December 2016 and as our Executive Vice President, Corporate Development, from March 2009 to December 2016. Mr. Fogel joined us in February 2000. Prior to that, he was a trader at a global asset management firm and prior to that was an investment banker specializing in the air transportation industry. Mr. Fogel is a member of the New York State Bar (retired). Director Qualifications Mr. Fogel brings to the board significant experience running our Company as our President and Chief Executive Officer and in his previous role as Head of Worldwide Strategy and Planning. His expertise helped lead us during a long period of sustained global growth and through the COVID-19 pandemic. Other Current Public Directorships: • None Committees or Subcommittees: • None |
Nominees for Election as Directors
| MIRIAN M. GRADDICK-WEIR Age: 69 Director since: 2018 Independent | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights Dr. Graddick-Weir, Ph.D., was the Executive Vice President of Human Resources at Merck & Co., Inc. from 2008 until November 2018, where she led human resources for one of the leading pharmaceutical companies in the world. Dr. Graddick-Weir served as Senior Vice President of Human Resources of Merck from September 2006 to January 2008. Prior to joining Merck, she served as Executive Vice President of Human Resources and Employee Communications of AT&T from 2004 to 2006 and served as its Executive Vice President of Human Resources from 1999 to 2004. Dr. Graddick-Weir was responsible for the design, planning, and administration of all Human Resources functions, including compensation, benefits, recruiting, and training, for AT&T’s 47,000 employees. She joined AT&T in 1981. She currently serves as chair of Yum! Brands’ nominating and governance committee and as a member of its management planning and development committee. Director Qualifications Dr. Graddick-Weir brings to the board global business experience having served as a senior executive of two large global businesses and on the board of directors of another; and extensive experience in the human resources field. Other Current Public Directorships: • Yum! Brands, Inc. (since 2012) Committees or Subcommittees: • Talent and Compensation (Chair) • Audit |
Nominees for Election as Directors
| KELLY GRIER Age: 54 Director since: 2023 Independent | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights Ms. Grier served as the Chair and CEO of EY-US and Managing Partner for the Americas region from 2018 until her retirement in 2022. She also served as the Chair of EY’s U.S. Board and as a member of the EY Global Executive and Global Practice Group during that time. Prior to this, Ms. Grier served as the Vice Chair of Talent and in various other roles throughout the Americas and the Central Region since she started at EY in 1991, including as an SEC Audit Partner. Ms. Grier has served on the board of Illinois Tool Works Inc., a global industrial company, since 2022, where she is a member of its Audit and Finance Committees, and CDW Corporation, a provider of integrated IT solutions, since 2023, where she is a member of its Audit and Nominating and Corporate Governance Committees. She is also a senior advisor to the private equity firm Permira Advisors and serves as a director of a number of private and not-for-profit organizations including Zendesk, Chief Executives for Corporate Purpose, and Global Forestation Generation. Ms. Grier is a Certified Public Accountant. Director Qualifications Ms. Grier brings to the board extensive leadership experience and expertise in finance and global business through her career at a global professional services firm. Other Current Public Directorships: • Illinois Tool Works, Inc. (since 2022) • CDW Corporation (since 2023) Committees or Subcommittees: • Audit |
Nominees for Election as Directors
| WEI HOPEMAN Age: 54 Director since: 2019 Independent | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights Ms. Hopeman is a Managing Partner of Arbor Ventures, a venture capital firm focused on investing in fintech companies around the world, which she co-founded in 2014. From 2010 to 2014, Ms. Hopeman served as Managing Director and Head of Asia for Citi Ventures. Prior to Citi Ventures, Ms. Hopeman spent time in various other banking and private equity roles, including as the Chief China Representative for Jefferies & Co. and as a technology banker at The Goldman Sachs Group. Director Qualifications Ms. Hopeman brings extensive experience and expertise in global business and finance and particularly has demonstrated significant success in the fintech industry. Other Current Public Directorships: • None Committees or Subcommittees: • Corporate Governance |
Nominees for Election as Directors
| ROBERT J. MYLOD, JR. Chair Age: 57 Director since: 2017 Independent | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights Mr. Mylod is the Managing Partner of Annox Capital Management, a private investment firm that he founded in 2013. From 1999 to 2011, Mr. Mylod held several roles with us, including Vice Chair, Head of Worldwide Strategy and Planning, and Chief Financial Officer. Prior to joining us, he was a Principal at Stonington Partners, a private equity investment firm. Mr. Mylod has served as executive chair of the board of directors of Vroom, Inc., a tech-enabled automobile retailer, since May 2022. He has been a member of Vroom’s board of directors and also chair of Vroom’s audit committee and a member of its compensation committee since 2015. Mr. Mylod was a member of the board of Freightos, LTD, an international freight booking and payment platform from 2014 to 2023. He was the chair of the Board of Redfin, a tech-enabled real estate brokerage, from 2016 to 2020 and also a member of Redfin’s audit committee from 2013 to 2018. From 2014 to 2021, Mr. Mylod served as a member of the board of directors of Dropbox, Inc., a company that specializes in data file sharing and storage, and served as a member of Dropbox’s audit and compensation committees. He also serves on the board of directors of several privately held companies. Director Qualifications Mr. Mylod brings to the board significant experience and expertise as a leader in finance and global technology businesses, including ours for over 12 years, helping lead us during a long period of sustained global growth. Other Current Public Directorships: • Vroom, Inc. (since IPO in 2020) Committees or Subcommittees: • Talent and Compensation |
Nominees for Election as Directors
| CHARLES H. NOSKI Lead Independent Director Age: 71 Director since: 2015 Independent | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights In 2012, Mr. Noski retired as a Vice Chairman of Bank of America Corporation, to which he was named after previously serving as that company’s Executive Vice President and Chief Financial Officer. Prior to this, Mr. Noski served as Chief Financial Officer, Corporate Vice President and as a member of the board of directors of Northrop Grumman Corporation. Prior to Northrop Grumman, he was Vice Chairman of the board of directors and Chief Financial Officer of AT&T Corporation. Before that, Mr. Noski led Hughes Electronics Corporation in various senior executive roles, including as Vice Chairman and President and Chief Operating Officer. Mr. Noski worked at Deloitte & Touche LLP for 17 years from 1973 to 1990 and he was named Partner in 1983. Mr. Noski was elected to the board of directors of Wells Fargo & Company in 2019, served as chairman of the Wells Fargo board from March 2020 to August 2021, also chaired its governance and nominating committee and its audit committee, and retired from the board in 2021. In 2020, Mr. Noski was elected to the Hewlett Packard Enterprise board and is chair of its finance and investment committee and a member of its nominating, governance and social responsibility committee. In 2022, Mr. Noski was appointed to the board of directors of MIO Partners, Inc. and serves on the risk committee and the audit committee. From 2003 to 2019, Mr. Noski served as a member of the board of directors of Microsoft Corporation and was the chairman of Microsoft’s audit committee and a member of its governance and nominating committee. Mr. Noski was also chairman of the board of trustees of the Financial Accounting Foundation from 2016 to 2019 and a former member of the board of directors of the National Association of Corporate Directors. Director Qualifications Mr. Noski brings to the board significant experience and expertise as a leader in finance and global businesses, and has demonstrated a long and successful career at large public companies as a senior officer and as a director, and in the accounting profession. Other Current Public Directorships: • Hewlett Packard Enterprise Company (since 2020) Committees or Subcommittees: • Audit • Corporate Governance (Chair) |
Nominees for Election as Directors
| LARRY QUINLAN Age: 61 Director since: 2022 Independent | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights Mr. Quinlan served as Global Chief Information Officer for Deloitte from 2010 through 2021, responsible for all facets of technology strategy and operations and leading over 10,000 IT professionals in 175 countries, and in various other roles since he started at Deloitte in 1988. During his time at Deloitte, Mr. Quinlan oversaw major client relationships and advised company boards and CEOs on a wide range of IT, cybersecurity, and digital strategic priorities. He has over 35 years of experience as a technology leader. Mr. Quinlan currently serves on the boards of Jones Lang LaSalle, a global commercial real estate services company, and ServiceNow, a software company that develops a digital transformation platform. He also serves on the board of directors of several privately held companies and non-profit organizations. Director Qualifications Mr. Quinlan brings to the board extensive experience and expertise in global business and technology. His technology expertise is particularly valuable in guiding our Cybersecurity Subcommittee in its oversight responsibilities. Other Current Public Directorships: • ServiceNow, Inc. (since 2021) • Jones Lang LaSalle Incorporated (since 2022) Committees or Subcommittees: • Cybersecurity (Chair) |
Nominees for Election as Directors
| NICHOLAS J. READ Age: 59 Director since: 2018 Independent | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights Mr. Read has served as the executive chairman of EXA Infrastructure, a digital infrastructure company, since 2023, and has served as a senior advisor to Global Infrastructure Partners, an infrastructure investor, since 2023. He previously served as Chief Executive Officer of Vodafone Group Plc, a multinational communications company, from October 2018 to December 2022, was a member of its board of directors from 2014 to 2022, and an advisor from December 2022 to March 2023. Prior to becoming its Chief Executive Officer, Mr. Read served as Group Chief Financial Officer of Vodafone Group Plc from April 2014 to July 2018. Since joining Vodafone in 2001, Mr. Read held a variety of senior roles, including Chief Financial Officer and Chief Executive Officer of Vodafone Limited, the U.K. operating company. Prior to becoming Group Chief Financial Officer, Mr. Read served as Regional Chief Executive Officer for Africa, Middle East and Asia Pacific for five years and was a board member of the Vodafone publicly-traded subsidiaries Vodacom, Safaricom, and Vodafone Qatar and Vodafone’s joint ventures VHA in Australia and Indus Towers in India. Prior to joining Vodafone, he held senior global finance positions with United Business Media Plc and Federal Express Worldwide. Mr. Read is a member of the board of directors of Radius Global Infrastructure and a supervisory board member of Manchester Met University. Mr. Read is a Fellow Chartered Management Accountant and a Chartered Global Management Accountant. Director Qualifications Mr. Read brings to the board extensive experience and expertise as a leader in finance and global business through his career at a large public company based in Europe with significant international operations. Other Current Public Directorships: • None Committees or Subcommittees: • Audit • Cybersecurity |
Nominees for Election as Directors
| THOMAS E. ROTHMAN Age: 69 Director since: 2013 Independent | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights Mr. Rothman has served as Chairman of Sony Pictures Entertainment Motion Picture Group since March 2015, where he oversees Columbia Pictures, TriStar Pictures, Imageworks and Sony Pictures Animation, along with other entities. In June 2021, he was promoted to Chairman and CEO of Sony Pictures Entertainment Motion Picture Group. From September 2013 to February 2015, Mr. Rothman was Chairman of TriStar Productions. Previously, Mr. Rothman served as Chairman of Fox Entertainment Group Inc., a media company and subsidiary of News Corp. from 2000 to 2005 and as its Chairman and Chief Executive Officer from 2005 to 2012. Mr. Rothman served as President of Twentieth Century Fox Film Group from January 2000 to August 2000, and served as President of Twentieth Century Fox Production from 1995 to 2000. In 1994, Mr. Rothman founded and served as President of Fox Searchlight Pictures. Prior to that, he served as President of Worldwide Production for the Samuel Goldwyn Company from 1989 to 1994. Mr. Rothman was also an associate and then partner with Frankfurt, Kurnit, Klein & Selz, a law firm, from 1982 to 1987. Mr. Rothman is a member of the boards of the California Institute of the Arts and Brown University (emeritus). He served as a member of the National Council of the Arts, the governing body for the National Endowment for the Arts since 2015, and has been appointed by President Biden to the board of the Corporation for Public Broadcasting. Director Qualifications Mr. Rothman brings to the board extensive executive leadership of global media companies; and has demonstrated a long and successful career marketing and financing motion pictures, television programs, and other media. Other Current Public Directorships: • None Committees or Subcommittees: • Corporate Governance |
Nominees for Election as Directors
| SUMIT SINGH Age: 44 Director since: 2022 Independent | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights Mr. Singh has served as Chief Executive Officer of Chewy, Inc. since March 2018, following seven months serving as Chief Operating Officer of Chewy, and has served as a director of Chewy since April 2019. In 2019, he led the company through its initial public offering. Prior to joining Chewy, Mr. Singh held senior leadership positions at Amazon, where from 2015 to 2017, he served as Worldwide Director of Amazon’s Consumables businesses (fresh and pantry) and, from 2013 to 2015, as General Manager for Amazon’s North American merchant fulfillment and third-party businesses. Prior to Amazon, Mr. Singh served in senior management positions at Dell Technologies Inc. Director Qualifications Mr. Singh brings to the board extensive leadership experience through his career at large global businesses spanning e-commerce, technology, retail, and logistics. Other Current Public Directorships: • Chewy, Inc. (since IPO in 2019) Committees or Subcommittees: • Talent and Compensation |
Nominees for Election as Directors
| LYNN VOJVODICH RADAKOVICH Age: 56 Director since: 2016 Independent | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights Ms. Vojvodich Radakovich is an advisor to start-up and growth-stage technology companies. She served as Executive Vice President and Chief Marketing Officer of Salesforce, a cloud-based software company, from 2013 to 2017. Before joining Salesforce, Ms. Vojvodich Radakovich was a partner at Andreessen Horowitz, a leading venture capital firm, where she helped companies build their go-to-market strategies. Previously, she was the Chief Marketing Officer at Terracotta Inc., a leader in in-memory and cloud-enabling technology. Ms. Vojvodich Radakovich has also served in various roles at organizations including Bain & Company and Microsoft. Ms. Vojvodich Radakovich has served as a member of the board of directors of Dell Technologies since April 2019 and is the chair of the compensation committee and member of the audit committee. She has served as a member of the board of directors of Ford Motor Company since 2017 and is chair of the compensation, talent and culture committee and member of the nominating & governance and sustainability, innovation & policy committees. She has served as a director of Figma, a privately held cloud-based design software company, since December 2019. Ms. Vojvodich Radakovich began her career as a mechanical engineer in a hard hat working on the design and construction of Gulfstream jets and offshore oil structures. Director Qualifications Ms. Vojvodich Radakovich brings to the board extensive experience and expertise in global businesses with focuses on internet marketing and sales, including from her experiences working with global technology businesses, as well as start-up, and growth-stage technology companies. Other Current Public Directorships: • Ford Motor Company (since 2017) • Dell Technologies Inc. (since 2019) Committees or Subcommittees: • Corporate Governance • Talent and Compensation |
Nominees for Election as Directors
| VANESSA A. WITTMAN Age: 56 Director since: 2019 Independent | Skills & Expertise |
Nominees for Election as Directors
| Career Highlights Ms. Wittman was the Chief Financial Officer of Glossier, an online beauty product company, until May 2022 and served as an advisor to Glossier until December 2022. She previously served as Chief Financial Officer of Oath, a subsidiary of Verizon, during 2018. Ms. Wittman served as Chief Financial Officer of Dropbox from 2015 to 2016 and as Chief Financial Officer of Motorola Mobility, a subsidiary of Google, from 2012 to 2014. From 2008 to 2012, Ms. Wittman served as Executive Vice President and Chief Financial Officer of Marsh & McLennan Companies, a global professional services firm. Prior to Marsh & McLennan, Ms. Wittman held a number of other senior finance roles. Ms. Wittman has served as a member of the board of directors for American International Group, Inc. since 2023. Ms. Wittman serves on the board of directors of Impossible Foods Inc., a privately held sustainable foods company, and is the audit committee chair. Since 2021, Ms. Wittman has also served as a member of the board of directors of Oscar Health and as its audit committee chair. From 2014 to 2019, Ms. Wittman was a member of the board of directors of Ulta Beauty, a cosmetics and beauty supply retailer, and served on its audit committee. Director Qualifications Ms. Wittman brings to the board extensive global business, finance, executive, and technology experience through her roles at various global technology and retail companies. Other Current Public Directorships: • Oscar Health, Inc. (since IPO in 2021) • American International Group, Inc. (since 2023) Committees or Subcommittees: • Audit (Chair) • Cybersecurity |
Management
Management Set forth below is biographical information as of March 31, 2024 for our executive officers, other than Glenn D. Fogel, our Chief Executive Officer, President, and a director nominee, whose biographical information is included under Nominees for Election as Directors. Also set forth below is biographical information of Mr. David Goulden, our Chief Financial Officer from 2018 to March 2024.
Management
| Executive Officer Name | Title | Age(2) | Executive Officer Since | | Glenn D. Fogel | Director, President, and Chief Executive Officer Chief Executive Officer, Booking.com | 62 | 2011 | | Peter J. Millones | Executive Vice President and General Counsel | 54 | 2001 | | Paulo Pisano | Chief Human Resources Officer | 50 | 2021 | | Ewout Steenbergen(1) | Executive Vice President and Chief Financial Officer | 54 | 2024 |
Management
| (1) Mr. David Goulden, our Chief Financial Officer from 2018 to 2024, transitioned to a new role at the Company following the hiring of his successor Ewout Steenbergen as Chief Financial Officer in March 2024. | | (2) Age as of March 31, 2024. |
Management
| | | | | PETER J. MILLONES |
Management
| Mr. Millones has been our General Counsel since January 2001 and our Executive Vice President since April 2003. He previously served as our Vice President and Associate General Counsel from March 2000 to January 2001 and as our Corporate Secretary from March 2021 to January 2022 and January 2001 to April 2018. Prior to that, Mr. Millones was with the law firm of Latham & Watkins LLP. |
Management
| | | | | PAULO PISANO |
Management
| Mr. Pisano has served as our Chief Human Resources Officer since August 2021 and as Senior Vice President and Chief People Officer of Booking.com since March 2020. Prior to joining Booking.com, Mr. Pisano was the Chief People Officer at Galp, a globally integrated energy company, from December 2015. Previously, he served as the SVP and Chief Talent Officer at Pearson, an education publishing and learning assessment company, following his post as Head of Organizational Effectiveness at Barclays. |
Management
| | | | | EWOUT STEENBERGEN |
Management
| Mr. Steenbergen is our Executive Vice President and Chief Financial Officer since 2024. Previously he served as EVP, Chief Financial Officer at S&P Global Inc. (“S&P”), a financial information and analytics company, since 2016. Mr. Steenbergen was also appointed as President, Engineering Solutions in 2022 when S&P merged with IHS Markit, and led Kensho Technologies, an artificial intelligence company, since 2018. Prior to his role with S&P, Mr. Steenbergen served as Executive Vice President and CFO of Voya Financial, Inc., a financial services company. He also serves as chair of the board of directors of UNICEF USA and as a member of the board of directors of the International Peace Institute. |
BOARD OF DIRECTORS
BOARD OF DIRECTORS The Board is responsible for providing advice and oversight of Booking Holdings’s strategic and operational direction and overseeing its executive management to support the long-term interests of the Company and its stockholders.
BOARD OF DIRECTORS
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BOARD OF DIRECTORS
| AUDIT COMMITTEE Oversees • risk assessment and processes generally; • internal control over financial reporting; • risk management related to hedging activities, investments, and use of derivative instruments; • general operational, business continuity, legal, regulatory, and compliance risks; and • delegation to the Cybersecurity Subcommittee, which periodically reports to the Audit Committee, oversight responsibilities for risk management processes related to cybersecurity, data protection and security, privacy, and major financial systems transformation projects. CYBERSECURITY SUBCOMMITTEE Oversees • cybersecurity program, including security policies, internal security controls, and preparedness; • privacy and data protection risk exposures; and • risks and benefits of major financial systems transformation projects. See Cybersecurity & Privacy on page 42 for more information. | CORPORATE GOVERNANCE COMMITTEE Oversees • risks related to the composition of our Board, including ensuring that we have Board members with the appropriate mix of qualities and availability to effectively oversee our business and fulfill the duties of the Board and each committee; • our corporate governance practices, including certain regulatory and sustainability matters; • the development, improvement, and review of our Code of Conduct; and • our CEO succession plan, including policies and principles to be used to select a successor. | TALENT AND COMPENSATION COMMITTEE Oversees • risks related to compensation programs; • risks related to human capital management; • our compensation policies and practices, including those applicable to our NEOs; and • succession plans for senior management personnel (other than the CEO). See Compensation Risk Assessment on page 97 |
BOARD OF DIRECTORS
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Executive Summary
Executive Summary 2023 was an outstanding year at Booking Holdings. The Company set records in various financial metrics and returned significant value to stockholders. In 2023 and 2024, the Talent & Compensation Committee (the “T&C Committee”) made significant updates to our compensation program following extensive engagement with our stockholders. The T&C Committee believes that these changes, which include enhanced goal rigor in the short-term and long-term incentive programs, the addition of absolute and relative total stockholder return metrics applied to the long-term incentive program, returning to three-year performance targets for PSUs, the implementation of an individual bonus cap, and revising the PSU/RSU mix, further our compensation objectives to pay executives based on performance and to align executive pay with stockholder interests.
Executive Compensation Highlights
| • | Return to PSUs with three year targets. | | • | Rigorous goal setting for long- and short-term incentive programs. | | • | PSUs include rTSR modifier and absolute TSR governor, ensuring executives will not receive meaningful equity upside unless stockholders benefit from stock price appreciation. | | • | Addressed cash compensation mix by raising base salaries, which were previously below the 25th percentile, and reducing cash bonus targets in 2024. | | • | Implemented an individual bonus cap of 2x for the short-term incentive program (the “Bonus Plan”) for executive officers in 2024. | | • | New 60%/40% PSU/RSU pay mix for executive officers in 2024. |
Executive Compensation Highlights
| • | Adopted a termination pay policy that prohibits entry into new arrangements with executive officers that would pay cash severance in excess of 2.99 times salary and target bonus, without stockholder ratification. | | • | Adopted a Financial Restatement Recovery Policy in accordance with the latest SEC and Nasdaq regulations. |
WHO WE REACHED OUT TO
| | WHAT WE HEARD | | WHAT WE ARE DOING | | | Disfavored use of PSU awards with shorter than three-year vesting periods and annual targets. | | In 2023, our long-term incentive program returned to three-year PSUs with three-year targets. | | | General support for an element of time-based awards as part of the overall compensation package to prevent complete forfeiture in the event of another significant macroeconomic event. | | The compensation program incorporates learnings from COVID by maintaining a time-based element with equity awards. In 2024, we revised the pay mix to consist of 60% PSUs and 40% RSUs. | | | Concern regarding the use of discretion by the T&C Committee, including as a result of the use of negative discretion following the overperformance of the 2022 annual incentive plan relative to the targets set at the beginning of 2022. | | For 2023, the T&C Committee established a goal setting framework with rigorous performance goals (including relative to consensus). The T&C Committee does not intend to exercise discretion on an ongoing basis and has relied upon a structured framework to guide its use in the past. | | | Requests to consider the inclusion of non-financial metrics in the Bonus Plan, for instance relating to ESG matters, and concern that there were no individual bonus caps. | | | | | | | In 2024, the T&C Committee adopted an individual bonus cap of two times target applicable to executive officers, as part of a broader change to compensation mix, which reduced target bonus opportunity and increased base salaries. | | | | | The Committee considers individual contributions to the execution of business priorities and other non-financial goals as part of determining payouts under the Bonus Plan. |
Pay Elements
| Element | Form | Key Characteristics | Link to Stockholder Value | | Base Salary | Cash | Determined by: • Information from the Compensation Peer Group described below; • Individual performance of the executive, including level of responsibility and breadth of knowledge; and • Review of the executive’s total compensation, both individually and relative to other senior executives. | • Provide a level of economic security and stability so executives can focus on meeting our objectives, and encourage attraction and retention of top talent. | | Short-term Incentive Program | Cash | • Capped bonus pool determined by Company financial performance; and • Capped individual bonuses determined by a combination of Company financial performance and individual performance. | • Promote the achievement of the Company’s annual goals. | | Long-term Incentive Program | PSU 75% of LTI(1) | • Tied to our financial performance, our relative TSR compared to a group of travel and tourism peers, and capped at target if absolute TSR is not positive; • Number of shares ranges from zero to 2x the target grant amount, depending on our financial performance over a three-year period; and • Vest, subject to continued employment, on the three-year anniversary of the grant date.(2) | • Incentivize strong long-term financial and TSR performance, as well as increases in our stock price over a three-year period. | | | RSU 25% of LTI(1) | • Tied to value of stock to align executives’ interests with those of stockholders; and • Also used in connection with new hires or promotions to provide an initial stake in the Company and an additional retention incentive until the individual’s PSUs begin to vest. | • Alignment of interests with stockholders and to provide a retention element that balances the at-risk pay in the long-term incentive program. |
Pay Elements
| (1) In 2024, the T&C Committee revised the future equity mix to 60% PSUs and 40% RSUs. | | (2) Except for Mr. Goulden’s 2023 PSU award, which vests as described under Mr. Goulden’s 2023 Long-Term Equity Incentive Award. |
How We Make Compensation Decisions
| 2022 | | Summer | | Fall | | | | • Compensation planning began for 2023 compensation • Assessment of Compensation Peer Group | | • Analysis of market compensation • Conducted stockholder engagement outreach • Consolidated feedback and communicated to all T&C Committee members • Review competitiveness of plan design | | 2023 | | Winter | | Summer | | | | • 2023 Bonus Plan and long-term incentive plan performance targets • Set Company and individual goals for 2023 • Granted three-year 2023 PSUs and RSUs | | • Consolidated feedback from annual meeting voting outcomes and spring stockholder engagement for T&C Committee and Board | | | | Spring | | Fall | | | | • Conducted stockholder engagement in connection with annual meeting solicitation | | • Stockholder engagement outreach discussions • T&C Committee assessed compensation trends and considered potential changes to the compensation program for 2024 • Conducted search for new CFO | | 2024 | | Winter | | | | | | • Communicated stockholder feedback to all T&C Committee members • Finalized 2023 Bonus Plan performance and payout • Adopted individual bonus cap for future bonus payments to executive officers • Revised PSU/RSU pay mix • Revised cash compensation mix to reduce target bonus opportunity and increase base salaries | | |
How We Make Compensation Decisions
| THE ROLE OF MANAGEMENT • Our executive management team provides input to help the T&C Committee develop the structure of, and set performance metrics for, our annual performance-based Bonus Plan and annual equity grants. • Our Chief Executive Officer provides performance assessments and detailed compensation recommendations regarding our executive officers other than himself. • The T&C Committee gives significant weight to our Chief Executive Officer’s judgment in these matters because he is in a unique position to assess the other executive officers’ performance and contributions to our business. |
How We Make Compensation Decisions
| THE ROLE OF THE COMPENSATION CONSULTANT The T&C Committee engaged Semler Brossy, an outside global executive compensation consulting firm, to advise the T&C Committee on our compensation program for the NEOs. After considering the independence factors prescribed by SEC rules, the T&C Committee determined that Semler Brossy is independent and that there are no conflicts of interest with Semler Brossy in 2023. At the T&C Committee’s direction, management generally collaborates with Semler Brossy regarding certain T&C Committee materials in advance of T&C Committee meetings. Semler Brossy participates in T&C Committee meetings and, at the end of most meetings, meets in executive session with the T&C Committee without management present. With the support of the T&C Committee, management regularly asks Semler Brossy to provide calculations and market data to inform the T&C Committee’s decision-making process. The T&C Committee periodically requests management to seek Semler Brossy’s input, analysis, or recommendation with respect to a specific compensation practice, program, or arrangement. During 2023 and 2024, Semler Brossy assisted the T&C Committee on the following matters: • Advised on the composition of the Compensation Peer Group and TSR Peer Group; • Prepared analyses of executive officer compensation levels as compared to the Compensation Peer Group, and made compensation recommendations; • Provided analysis and recommendations for the T&C Committee’s consideration of changing the PSU/RSU mix; • Advised the T&C Committee in the implementation of the individual executive officer bonus cap; • Provided advice on the appropriateness of our 2023 Bonus Plan awards and long-term incentives; • Actively participated in discussions leading up to the 2023 say-on-pay vote; • Completed an independent compensation program risk assessment; • Reviewed our non-employee director compensation program, and made compensation recommendations for our Cybersecurity Subcommittee of the Audit Committee; • Reviewed and provided feedback on our Termination Pay Policy; • Reviewed and provided feedback on our new Financial Restatement Recovery Policy; and • Prepared tally sheets and IRC Section 280G analyses to determine “excess parachute payments.” |
Benchmarking and Target Compensation
Benchmarking and Target Compensation Our benchmarking analysis includes a comparison of each element of total compensation against a peer group of publicly-traded companies. With the help of its independent compensation consultant, the T&C Committee reviews annually the appropriateness of the companies that make up the existing peer group, as well as the companies our peers identify as their peers. The primary characteristics used to determine which companies to include in the peer group are: industry, revenues, and peers identified by our peers. In particular, the T&C Committee sought to include internet merchandisers, online travel companies, and other technology companies with revenues between one-half and two times our annual revenues. The T&C Committee also included Alphabet, Amazon.com, Meta, and Microsoft because, although their revenues were more than two times our revenues, there are relatively few companies that otherwise met our criteria, we compete with them for executive talent, and they, like us, are leading e-commerce or technology companies. The T&C Committee determined that the 2023 peer group would consist of the seventeen companies listed below (the “Compensation Peer Group”).
Benchmarking and Target Compensation
| Activision Blizzard, Inc.(1) | Electronic Arts Inc. | Netflix, Inc. | | Adobe Inc. | Expedia Group, Inc. | PayPal Holdings, Inc. | | Airbnb, Inc. | IAC/InterActiveCorp | TripAdvisor, Inc. | | Alphabet Inc. | Marriott International, Inc. | Uber Technologies, Inc. | | Amazon.com, Inc. | Meta Platforms, Inc. | Wayfair, Inc. | | eBay Inc. | Microsoft Corporation | |
Benchmarking and Target Compensation
| (1) Activision Blizzard, Inc. was acquired by Microsoft Corporation in October 2023. |
Benchmarking and Target Compensation
The T&C Committee reviewed revenue of the peer companies from the last twelve months as of June 2023. Based on this data, our revenues ranked at approximately the 56th percentile of the Compensation Peer Group. The T&C Committee refers to the Compensation Peer Group to assess “market” compensation, which it considers to be between the 50th and the 75th percentile of executive pay for the Compensation Peer Group. The T&C Committee uses the Compensation Peer Group data primarily to ensure that our executive compensation program as a whole is competitive. While the Compensation Peer Group provides the T&C Committee with guidance and information, it does not dictate the NEOs’ compensation and is not a substitute for the T&C Committee’s own business judgment in establishing compensation for the NEOs.
Overview
Overview Each year, the T&C Committee reviews all compensation elements, including each executive officer’s base salary, annual cash incentive bonus plan opportunity, and long-term equity incentives, as well as payments that would be required under various severance and change in control scenarios. The T&C Committee also considers each executive’s market compensation levels and individual performance, including level of responsibility, potential for individual contribution, and breadth of knowledge and expertise. The 2023 compensation program emphasizes a high percentage of at-risk pay based on Company performance for all our NEOs. At-risk pay is forfeitable if certain performance goals, set based on revenue, compensation EBITDA, relative total stockholder return, and absolute total stockholder return, are not met. The T&C Committee believes that at-risk compensation appropriately incentivizes executives to achieve results for the benefit of our stockholders and all of our stakeholders. 2023 COMPENSATION MIX(1)
2023 CEO Compensation Components
| • | Cash compensation of approximately $5.8M (which amount includes base salary, cash bonus under the 2023 Bonus Plan, and certain additional “all other compensation”), | | • | A three-year PSU award with a grant date fair value of approximately $20.6M, and | | • | An RSU award with a grant date value of approximately $6.2M. |
2023 CEO Compensation Components
The total compensation shown in the 2023 Summary Compensation Table also includes PSUs that were granted prior to 2023. The rules require the accounting value of sub-periods associated with 2023 from the 2021 PSUs and 2022 PSUs to be included in the 2023 total compensation amount. For Mr. Fogel, this adds an additional $14.1M to his 2023 total compensation in the Summary Compensation Table.
Short-term Incentive Program
Short-term Incentive Program The fundamental principle underlying our typical annual senior management Bonus Plan is that the bonus pool for senior executives, including our executive officers, will be meaningfully funded only if we have significant year-over-year earnings and/or revenue growth on a fixed currency basis, taking into account the size of our business, market expectations regarding our growth, and our expectations regarding the growth of our markets. The Bonus Plan pool applicable to our executive officers is funded based on our Compensation EBITDA and Revenue, which were used on an equally weighted basis to measure performance in connection with the 2023 senior management Bonus Plan. The amount in the pool increases as our Compensation EBITDA and/or Revenue increase (until the cap on the pool is reached), and cash bonuses are awarded to executive officers from this pool. Although Company performance is a key factor in individual bonus payments for our executive officers, the T&C Committee maintains discretion to adjust the aggregate pool and/or individual bonuses upwards up to the max pool cap or downwards as it deems appropriate. The T&C Committee adopted an individual bonus cap of two times target applicable to executive officers beginning with the 2024 annual Bonus Plan.
2023 Bonus Plan Outcomes
2023 Bonus Plan Outcomes The T&C Committee applied the learnings from the recent stockholder engagement efforts when it established the Compensation EBITDA and Revenue performance goals for the 2023 Bonus Plan. The T&C Committee was focused on setting rigorous growth targets after the Company’s strong financial performance in 2022, taking into account consensus expectations for the Company, and incentivizing impressive outcomes.
2023 Bonus Plan Outcomes
| Bonus | 2023 Revenue Performance Relative to 2022 | 2023 Compensation EBITDA Performance Relative to 2022 | | At Target | 10% growth | 17% growth | | At Maximum | 16% growth | 27% growth | | Actual | 22% growth | 36% growth |
2023 Bonus Plan Outcomes
The Company’s record revenue and earnings performance in 2023 resulted in the Company exceeding its rigorous performance goals. The Company’s Revenue performed 5% above the maximum target and Compensation EBITDA performed 7% above the maximum target, resulting in max funding for the senior management bonus pool. Additionally, the bonuses for the NEOs reflect individual performance, including each NEO’s contributions to the execution of the Company’s business priorities and other non-financial goals described further in 2023 Named Executive Officer Performance. The T&C Committee took the Company’s financial overperformance and each NEO’s individual contributions into account when it awarded the NEOs a bonus payout of approximately 2.7 times target reflected below.
2023 Bonus Plan Outcomes
| Named Executive Officer | Base Salary(2) | Bonus Target as a % of Base Salary | Actual 2023 Bonus Awarded | | Glenn D. Fogel | $750,000 | 250% | $5,000,000 | | David Goulden | $630,000 | 210% | $3,532,000 | | Peter J. Millones | $556,500 | 190% | $2,823,000 | | Paulo Pisano(1) | $454,959 | 146% | $1,774,071 |
2023 Bonus Plan Outcomes
| (1) Amounts for Mr. Pisano are converted using the EUR/USD exchange rate of 1.08109137, which was the average rate for 2023. | | (2) 2023 bonus is calculated based on each NEOs’ amount received over the course of the year to align with the amount reported in the Summary Compensation Table. |
Long-term Incentive Program
Long-term Incentive Program In shaping the long-term incentive program, the T&C Committee focused on incentivizing the NEOs to deliver long-term results for the Company aligned with long-term value creation for stockholders and to execute on key strategic priorities. Accordingly, the T&C Committee structured the long-term incentive program as follows:
Long-term Incentive Program
| • Three-year time-based award: aligned with stock price • 2023 PSUs: vest in three years with three-year goals tied to Revenue and Compensation EBITDA • rTSR modifier: +/- 25% depending on TSR performance relative to peers at the end of the three-year measurement period and subject to the TSR governor and a max 2x cap • TSR governor: caps PSU vesting factor at target unless absolute TSR is positive over the course of the three-year award |
Long-term Incentive Program
| (1) Mr. Pisano’s 2023 grant is comprised of 29% RSUs and 71% PSUs as part of his transition to the other NEOs’ compensation model. | | (2) In 2024, the T&C Committee revised the future equity mix to 60% PSUs and 40% RSUs. |
PSU vesting and goal setting
PSU vesting and goal setting In 2023 the T&C Committee returned to its pre-pandemic long-term incentive plan structure of PSUs with three-year targets and vesting periods. The PSUs were also structured with the rTSR modifier, which is a three-year metric, along with the TSR governor that caps the PSUs at target if absolute TSR is not positive over the three-year period. In connection with his retirement from his role as Chief Financial Officer of the Company, the T&C Committee awarded Mr. Goulden PSUs with vesting schedules described under Mr. Goulden’s 2023 Long-Term Equity Incentive Award.
Relative TSR Modifier
Relative TSR Modifier The 2023 PSUs include an rTSR modifier. At the end of the three-year measurement period, the PSUs are adjusted upwards or downwards by up to 25% based on the Company’s TSR relative to the TSR of a peer group of companies with high correlation to the Company’s industry, subject to the absolute TSR governor and capped at a maximum of 2 times target.
Relative TSR Modifier
| If rTSR is: | Then the rTSR Modifier is: | | Below the 25th Percentile | 0.75 | | Between the 25th and 39th Percentile | 0.875 | | Between the 40th and 60th Percentile | 1 | | Between the 61st and 75th Percentile | 1.125 | | Greater than the 75th Percentile | 1.25 |
Relative TSR Modifier
The rTSR peer group is broader than the Compensation Peer Group because we considered only industry comparability and not size or other characteristics that are more relevant for benchmarking pay.
Relative TSR Modifier
| Relative TSR Peer Group | | | | Accor SA | Airbnb, Inc. | Amadeus IT Group, S.A. | | American Airlines Group Inc. | Avis Budget Group, Inc. | Carnival Corporation & plc | | Choice Hotels International, Inc. | Delta Air Lines, Inc. | Deutsche Lufthansa AG | | easyJet plc | Expedia Group, Inc. | Hilton Grand Vacations Inc. | | Hilton Worldwide Holdings Inc. | Hyatt Hotels Corporation | InterContinental Hotels Group PLC | | International Consolidated Airlines Group, S.A. | Japan Airlines Co., Ltd. | Marriott International, Inc. | | Marriott Vacations Worldwide Corporation | Norwegian Cruise Line Holdings Ltd. | Qantas Airways Limited | | Royal Caribbean Group | Ryanair Holdings plc | Sabre Corporation | | Singapore Airlines Limited | Sixt SE | Southwest Airlines Co. | | Travel + Leisure Co. | Trip.com Group Limited | TripAdvisor, Inc. | | trivago N.V. | TUI AG | United Airlines Holdings, Inc. | | Wyndham Hotels & Resorts, Inc. | | |
Relative TSR Modifier
TOTAL STOCKHOLDER RETURN(1)
Relative TSR Modifier
| (1) The 1-year, 2-year, and 3-year TSRs are based on the calculated TSRs between the last trading day of 2023 and the last trading day of the year in 2022, 2021, and 2020, respectively. |
TSR Governor
TSR Governor The T&C Committee is committed to aligning executive incentive compensation with stockholder returns and value creation. This is the primary driver behind the TSR governor, which caps the PSU vesting factor at target unless absolute TSR is positive over the three-year period of the PSU award. As a result, executive officers realize upside only if stockholders realize positive returns.
Performance Share Units (PSUs)
Performance Share Units (PSUs) The 2023 PSUs granted to our NEOs are forfeitable if certain minimum performance thresholds are not achieved and have a maximum payout of 2x the number of “target” shares. The number of “target” shares was determined by taking a fixed U.S. Dollar amount established by the T&C Committee and dividing that amount by the fair market value of our common stock on the date of grant, which, as provided under our equity plan, is the closing price of our common stock on the trading day immediately preceding the date of grant. In setting our 2023 PSU performance thresholds, the T&C Committee considered our 2023 budget, our expectations for the global travel market over the three-year performance period, internal projections over the three-year performance period for us and certain of our peers, and external consensus projections. The T&C Committee also sought to ensure that the performance thresholds, in particular those that would result in a payout above 1x, reflected performance that would be expected to reward our stockholders. The equally-weighted Revenue and Compensation EBITDA goals for the third sub-period of the 2021 PSUs and second sub-period of the 2022 PSUs are as follows:
Performance Share Units (PSUs)
| If Revenue for the 2023 sub-period (ending December 31, 2023) is: | If Compensation EBITDA for the 2023 sub-period (ending December 31, 2023) is: | Then the number of shares that will be issued is:(1) | | Below $17.1 billion | Below $4.9 billion | Forfeiture | | Between $17.1 billion and $18.9 billion | Between $4.9 billion and $5.7 billion | 0x to 1x the target grant | | At $18.9 billion | At $5.7 billion | 1x the target grant | | Between $18.9 billion and $20 billion | Between $5.7 billion and $6.3 billion | 1x to 2x the target grant | | Above $20 billion | Above $6.3 billion | 2x the target grant |
Performance Share Units (PSUs)
| (1) Number of shares that could be issued (i) is based on relative performance against each of the Revenue and Compensation EBITDA goals, measured separately, with meaningful achievement of both performance metrics needed for a 2x outcome, and (ii) is subject to the rTSR modifier and TSR governor applied at the end of the measurement period. |
Performance Share Units (PSUs)
The equally-weighted Revenue and Compensation EBITDA goals for the three-year period ending December 31, 2025 for the 2023 PSUs are as follows:
Performance Share Units (PSUs)
| If Revenue for the three-year period ending December 31, 2025 is: | If Compensation EBITDA for the three-year period ending December 31, 2025 is: | Then the number of shares that will be issued is:(1) | | Below $51.3 billion | Below $14.6 billion | Forfeiture | | Between $51.3 billion and $63.1 billion | Between $14.6 billion and $19.9 billion | 0x to 1x the target grant | | At $63.1 billion | At $19.9 billion | 1x the target grant | | Between $63.1 billion and $66.8 billion | Between $19.9 billion and $21.9 billion | 1x to 2x the target grant | | Above $66.8 billion | Above $21.9 billion | 2x the target grant |
Performance Share Units (PSUs)
| (1) Number of shares that could be issued (i) is based on relative performance against each of the Revenue and Compensation EBITDA goals, measured separately, with meaningful achievement of both performance metrics needed for a 2x outcome, and (ii) is subject to the rTSR modifier and TSR governor applied at the end of the measurement period. |
Performance Share Units (PSUs)
The Company’s strong performance in 2023 resulted in achieving 2 times target for each of the second sub-period of the 2022 PSUs and the third sub-period of the 2021 PSUs. The overall payout for the 2022 PSUs remains subject to Company performance in subsequent sub-periods and the application of the rTSR Modifier and TSR governor. Annual goals for subsequent measurement periods are set at the beginning of each performance year. The 2023 PSUs are also subject to the application of the rTSR Modifier and TSR governor at the end of the three-year performance period. Regardless of Revenue or Compensation EBITDA achievement, for the 2022 and 2023 PSUs, if the Company’s absolute TSR is not positive, the number of shares that will be issued to executive officers will not exceed target.
Mr. Goulden’s 2023 Long-Term Equity Incentive Award
Mr. Goulden’s 2023 Long-Term Equity Incentive Award In 2023, Mr. Goulden announced that he would transition to a new role pending the expected hiring of his successor by March 2024. In connection with that transition, Mr. Goulden’s annual long-term equity incentive award for 2023 consisted of a three-year PSU award (the “2023 Goulden PSUs”) and an RSU award (the “2023 Goulden RSUs”), each with alternate vesting schedules. One third of the 2023 Goulden PSUs became eligible to vest and one third of the 2023 Goulden RSUs vested on March 4, 2024. The remaining portions of the 2023 Goulden PSUs and 2023 Goulden RSUs are eligible to vest on a quarterly basis pro-rated for the time Mr. Goulden remains in service to the Company until March 4, 2026. Regardless of the date Mr. Goulden ceases service to the Company, the receipt of any shares that vest under the 2023 Goulden PSU will generally not take place until March 2026 to ensure Mr. Goulden is engaged during a smooth transition to the new CFO. Moreover, Compensation EBITDA and Revenue are measured against the same targets used for the three-year period ending December 31, 2025 for the 2023 PSUs awarded to other NEOs, with the resulting number of PSUs subject to modification by the rTSR modifier (+ or - 25%) or capped by the TSR governor (potentially capping payout at target). The two-year PSUs awarded in 2022 to Mr. Goulden also achieved 2 times target payout and the absolute TSR governor did not apply because TSR was positive over the course of the award.
Restricted Stock Units (RSUs)
Restricted Stock Units (RSUs) In 2023, our long-term incentive program consisted of 75% PSUs and 25% RSUs. After discussion with our independent compensation consultant, and further market benchmarking, the T&C Committee determined to reflect a mix of approximately 60% PSUs and 40% RSUs in our long-term incentive program in 2024. The T&C Committee believes this structure is more in line with market practice and provides an appropriate base level of long-term pay and stability in the program design, with significant retention value tied to stock price and continuous service. While most peers have a 50/50 mix of PSUs and RSUs, the T&C Committee continues to believe the majority of equity grants should be linked to performance. Stockholders have expressed to us their continued support for a time-based component in our long-term incentive program. The NEOs received the following RSU awards in 2023:
Restricted Stock Units (RSUs)
| Executive | Grant date value of award | | Glenn D. Fogel | $6,249,654 | | David Goulden | $3,000,358 | | Peter J. Millones | $1,876,206 | | Paulo Pisano | $1,249,931 |
Restricted Stock Units (RSUs)
These awards constitute 25% of the long-term incentive grants to the NEOs (other than Mr. Pisano, whose RSU award constitutes 29% of his long-term incentive grant in 2023 as part of his transition to the other NEOs’ compensation model) and vest over three years, provided the recipient is still employed by the Company. RSUs are also used from time to time in connection with the hiring or promotion of a new senior executive to provide retention incentives during the first years of a position to balance the uncertainty associated with the typical three-year cliff vesting and performance terms of PSUs.
Stock Options
Stock Options We did not grant any stock options to our NEOs in 2023.
Stockholder Dilution
| This year, stockholder dilution from our equity incentive programs, including our stock-based compensation expense as a percentage of year-end market capitalization, is below the 25th percentile of the Compensation Peer Group. | We are proud that in 2023, our stock-based compensation resulted in less than 0.7% of stockholder dilution and during the last 5 years, resulted in approximately 3% of cumulative dilution. |
BKNG Stock-Based Compensation Expense as a % of GAAP Net Income
| (1) SBC expense as a percentage of Pre-SBC EBITDA for each respective year. If a Compensation Peer Group company’s annual EBITDA (see also footnote 3, below) is negative, its results are excluded for that year. | | (2) For this chart, the Company’s publicly reported Adjusted EBITDA is further adjusted to add back stock-based compensation expense to present pre-SBC Adjusted EBITDA consistent with how it is calculated for the Compensation Peer Group. See Appendix A to this proxy statement for a reconciliation of non-GAAP financial measures and rationale for use of non-GAAP financial measures. | | (3) Data is derived from publicly reported information of Compensation Peer Group companies. The Company’s use and calculation of Adjusted EBITDA and Pre-SBC Adjusted EBITDA may differ from the other companies’ use and calculation of such non-GAAP financial measures. For companies that do not publicly report EBITDA, reported operating income excluding depreciation & amortization expense and stock-based compensation expense is used. |
BKNG Stock-Based Compensation Expense as a % of GAAP Net Income
| Data is derived from publicly reported information of Compensation Peer Group companies. ADBE, EA, and MSFT do not have December 31 fiscal year ends, so their full year data is shown as of their latest completed fiscal year (e.g., MSFT’s 2023 data is for the twelve months ended June 30, 2023). | | (1) Represents the cumulative SBC expense and cumulative net cash provided by operating activities for the given period. | | (2) NA given ABNB and UBER’s first full year as a public company was 2021 and 2020, respectively. |
Change in Control Benefits
Change in Control Benefits Our equity grants do not provide for “single trigger” accelerated vesting based solely on the occurrence of a change in control. Rather, acceleration of equity grants can only occur upon certain terminations of employment that occur at the same time as or following a change in control or upon certain terminations of employment that occur independently of a change in control. As a general matter, upon a termination of employment by us “without cause” or by the employee on account of their disability (and in some circumstances, for “good reason”) that occurs coincident with or following a change in control, the vesting of outstanding equity will be accelerated to the termination date on a pro-rata basis based on the portion of the performance period that has passed. Our awards do not provide for full acceleration of an award except in the case of the employee’s death.
Change in Control Benefits
| No excess parachute payment tax gross-ups | | None of our executive officers are entitled to tax gross-ups in respect of taxes resulting from excess parachute payments in connection with a change of control under section 4999 of the Internal Revenue Code. We have not provided for tax gross-ups in respect of Section 4999 in any new or materially modified compensatory arrangements with our executive officers for many years and the T&C Committee has formally adopted a policy not to approve any Section 4999 tax gross-ups or similar tax reimbursement arrangements related to excess parachute payments with our directors or executive officers. |
Change in Control Benefits
If any payment made pursuant to an NEO’s employment agreement would be an excess parachute payment, we will reduce the amount of such payment to the extent necessary so that no portion of the payment, so reduced, would constitute an excess parachute payment if such reduction would result in an increase in the aggregate payments and benefits the executive will receive on an after-tax basis. See Potential Payments Upon a Change in Control and/or Termination beginning on page 87 for additional details.
Severance Benefits
Severance Benefits Severance arrangements and change-in-control provisions in our equity awards are designed to:
Severance Benefits
| • | encourage executives to remain focused on our business in the event of a rumored or actual fundamental corporate change or changes in the organization or its employment needs and provide assistance during any transition, and | | • | manage compensation-related risks and align the interests of executives and stockholders by incentivizing executives to manage the business and evaluate potential change in control transactions from the perspective of a stockholder. |
Severance Benefits
Each of our NEOs is entitled to receive severance benefits upon, among other things, a termination “without cause” or “for good reason.” The T&C Committee believes the amount of severance compensation each NEO would receive is appropriate based on market practices and the duration of non-competition agreements between us and our NEOs. Severance and other benefits are intended to ease the consequences to an executive of an unexpected termination of employment that the T&C Committee considers outside of the separated employee’s control. See Employment Contracts, Termination of Employment, and Change in Control Arrangements beginning on page 78 for additional details.
Severance Benefits
| Termination Pay Policy | | In 2023, the T&C Committee adopted a policy that it will seek stockholder ratification of any future arrangement with an executive officer that provides for a cash severance payment exceeding 2.99 times the executive’s base salary and target bonus. |
Equity Award Dates
Equity Award Dates The T&C Committee selected March 4, May 12, August 12, and November 12, 2024 as the grant dates for any equity awards to executive officers and other employees. The T&C Committee (or the Board) has the ability to adjust dates in advance or select additional grant dates in its sole discretion. All grants are approved in advance by the T&C Committee (or the Board) or, on an exception basis, the Chair of the T&C Committee.
Summary Compensation Table
Summary Compensation Table The following table shows compensation earned during 2023, 2022, and 2021 by the persons who served as our Chief Executive Officer and our Chief Financial Officer and the two next most highly-compensated executive officers serving in 2023. These individuals are referred to as the “named executive officers.” These four individuals were our only executive officers for purposes of Exchange Act Rule 3b-7 during 2023. Titles shown in the table are titles held as of December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Glenn D. Fogel President and Chief Executive Officer | 2023 | 750,000 | — | 40,929,691 | — | 5,000,000(2) | 41,043(5) | 46,720,734 | | | 2022 | 750,000 | — | 26,258,740 | — | 3,750,000(3) | 760,908 | 31,519,648 | | | 2021 | 750,000 | — | 48,010,707 | — | 5,212,500(4) | 1,104,266 | 55,077,473 | | David Goulden Executive Vice President and Chief Financial Officer | 2023 | 630,000 | — | 19,548,776 | — | 3,532,000(2) | 10,138(5) | 23,720,914 | | | 2022 | 625,000 | — | 8,844,265 | — | 2,646,000(3) | 9,388 | 12,124,653 | | | 2021 | 600,000 | — | 15,375,661 | — | 3,500,000(4) | 8,988 | 19,484,649 | | Peter J. Millones Executive Vice President and General Counsel | 2023 | 556,500 | — | 12,165,681 | — | 2,823,000(2) | 10,138(5) | 15,555,319 | | | 2022 | 552,083 | — | 8,488,874 | — | 2,114,700(3) | 9,388 | 11,165,045 | | | 2021 | 530,000 | — | 16,213,487 | — | 2,750,000(4) | 8,988 | 19,502,475 | | Paulo Pisano(6) Chief Human Resources Officer | 2023 | 454,959 | — | 4,550,645 | — | 1,774,071(2) | 32,331(5) | 6,812,006 | | | 2022 | 420,225 | — | 2,999,640 | — | 1,050,562(3) | 4,736 | 4,475,163 | | | 2021 | 455,764 | — | 2,349,065 | — | 946,018(4) | 41,120 | 3,791,967 |
Summary Compensation Table
| (1) Represents the aggregate grant date fair value of: (a) PSUs granted to Messrs. Fogel, Goulden, Millones, and Pisano in 2023; (b) RSUs granted to Messrs. Fogel, Goulden, Millones, and Pisano in 2023; (c) PSUs granted to Messrs. Fogel, Goulden, Millones, and Pisano in 2022; (d) RSUs granted to Messrs. Fogel, Goulden, and Millones in 2022; (e) PSUs granted to Messrs. Fogel, Goulden, Millones, and Pisano in 2021; (f) adjustment of 2018 and 2019 PSUs granted to Messrs. Fogel, Goulden, and Millones in 2021; and (g) RSUs granted to Messrs. Fogel, Goulden, Millones, and Pisano in 2021, in each case computed in accordance with FASB ASC Topic 718. In February 2023, the performance targets were set for (1) the third sub-period of the three-year PSUs awarded to Messrs. Fogel, Goulden and Millones in 2021, (2) the second sub-period of the two-year PSUs awarded to Mr. Goulden in 2022, and (3) the second sub-period of the three-year PSUs awarded to Messrs. Fogel, Goulden, and Millones in 2022. As a result, the grant date was established for the third sub-period of the 2021 three-year PSUs and the second sub-period for the 2022 two- and three-year PSUs. The grant date fair value for the 2021 three-year PSUs granted on February 17, 2023 to Messrs. Fogel, Goulden, and Millones was calculated using the target number of shares associated with the third sub-period multiplied by the share price of $2,664.83, which was derived using Monte Carlo simulations (used because of the rTSR component of this award). The maximum number of shares that could be issued to Messrs. Fogel, Goulden, and Millones is two times the target number of shares for the third sub-period of the 2021 three-year PSUs, which would result in: $13,468,051 for Mr. Fogel, $5,857,296 for Mr. Goulden, and $4,098,509 for Mr. Millones. The grant date fair value for the 2022 two-year PSUs granted on February 17, 2023 to Mr. Goulden was calculated using the target number of shares associated with the second-sub period multiplied by $2,525.35, which was derived using Monte Carlo simulations (used because of the rTSR modifier and TSR governor components of this award). The grant date fair value for the 2022 three-year PSUs granted on February 17, 2023 to Messrs. Fogel, Goulden, and Millones was calculated using the target number of shares associated with the second sub-period multiplied by the share price of $2,462.21, which was derived using Monte Carlo simulations (used because of the rTSR modifier and TSR governor components of this award). The maximum number of shares of the 2022 three-year PSUs that could be issued to Messrs. Fogel and Millones is two times the target number of shares for the second sub-period, which would result in: $14,640,301 for Mr. Fogel and $4,102,042 for Mr. Millones. The maximum number of shares of each of the two- and three-year PSUs that could be issued to Mr. Goulden is two times the target number of shares for the second sub-period of each award, which would result in $4,505,224 and $2,930,030, respectively. The grant date fair value |
Summary Compensation Table
| for the PSUs granted on March 4, 2023 to Messrs. Fogel, Goulden, Millones, and Pisano was calculated using the target number of shares multiplied by the share price of $2,882.72, which was derived using Monte Carlo simulations (used because of the rTSR modifier and TSR governor components of this award). The maximum number of shares that could be issued to Messrs. Fogel, Goulden, Millones, and Pisano is two times the target number of shares of the 2023 three-year PSU award, which would result in: $41,251,723, for Mr. Fogel, $19,804,286, for Mr. Goulden, $12,378,400 for Mr. Millones, and $6,601,429 for Mr. Pisano. The amounts in this column reflect our estimate of the payout for these awards, as of the date of grant, and do not correspond to the actual value, if any, that will be recognized by the NEOs. For additional information, please refer to Notes 2 and 4 of our Consolidated Financial Statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K. | | (2) Represents 2023 cash awards paid in 2024 under the 2023 Bonus Plan. | | (3) Represents 2022 cash awards paid in 2023 under the 2022 Bonus Plan. | | (4) Represents 2021 cash awards paid in 2022 under the 2021 Bonus Plan. | | (5) With respect to Messrs. Fogel, Goulden, and Millones, the amount represents the estimated value of insurance premiums paid by us during 2023 for life insurance and accidental death and dismemberment insurance for the benefit of such NEO and matching contributions made by us for each such NEO to our 401(k) plan for fiscal year 2023. For Mr. Fogel, the amount in 2023 also includes costs related to a personal security assessment as well as tax preparation services and an estimated tax gross-up for such services to be finalized at the end of 2024. For Mr. Pisano, the amount represents the U.S. Dollar value of perquisites, including the costs of certain legal and tax preparation services and related tax gross-ups in 2023 and certain benefits available to Mr. Pisano as a Booking.com employee. For Mr. Pisano, the amount shown for 2021 has been updated to reflect an additional $31,140 for tax preparation services. | | Also with respect to Mr. Fogel, amounts include any net tax equalization benefit in connection with his role as CEO of Booking.com in the Netherlands. In 2023, payments we made under the tax equalization arrangement were exceeded by tax settlement payments made by, or hypothetical taxes deducted from, Mr. Fogel, resulting in zero net reportable tax equalization benefit. In 2022, the amount shown has been updated to reflect Mr. Fogel’s net tax equalization benefit of $727,826, which includes a related tax gross-up of $132,112, as well as tax preparation services. In 2021, the amount shown has been updated to reflect Mr. Fogel’s net tax equalization benefit of $1,095,278 (predominantly related to Dutch taxes we paid for the 2020 tax year), which includes a related tax gross-up of $233,270. In 2020, the Company made hypothetical tax deductions from Mr. Fogel’s compensation in the amount of $1,339,320, which partially offset the Dutch taxes paid by us in 2021 for the 2020 tax year, and which are not reflected in the period covered by this table. | | The above tax-equalization-related payments and deductions for all years were made pursuant to the existing tax equalization arrangement with Mr. Fogel discussed in “Perquisites.” The tax equalization benefit caps Mr. Fogel’s total tax exposure to what he would be taxed on earnings from the company under U.S. tax laws and is designed to yield neither an economic benefit nor detriment to Mr. Fogel as a result of his role of CEO of Booking.com in the Netherlands. | | (6) Amounts (other than equity awards) for Mr. Pisano are converted using a EUR/USD exchange rate of 1.08109137, 1.05056161, and 1.1825219, which were the average rates for 2023, 2022, and 2021, respectively. Mr. Pisano became an executive officer in August 2021. |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table provides information about equity and non-equity awards granted to our named executive officers in 2023. The column “Estimated Possible Payouts under Non-Equity Incentive Plan Awards” shows the “target” cash payouts under the 2023 Bonus Plan at the time the plan was adopted. Actual payouts were made in March 2024 and can be found in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation” for 2023.
Grants of Plan-Based Awards Table
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | Name | Grant Date | Date Grant Approved | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Glenn D. Fogel | 3/4/23 | 3/2/23 | — | — | — | 0 | 7,155 | 14,310 | — | 20,625,862 | | | 3/4/23 | 3/2/23 | — | — | — | — | — | — | 2,385 | 6,249,654 | | | 2/17/23 | 2/17/23 | — | — | — | 0 | 2,973 | 5,946 | — | 7,320,150 | | | 2/17/23 | 2/17/23 | — | — | — | 0 | 2,527 | 5,054 | — | 6,734,025 | | | | | — | 1,875,000 | — | — | — | — | — | — | | David Goulden | 3/4/23 | 3/2/23 | — | — | — | 0 | 3,435 | 6,870 | — | 9,902,143 | | | 3/4/23 | 3/2/23 | — | — | — | — | — | — | 1,145 | 3,000,358 | | | 2/17/23 | 2/17/23 | — | — | — | 0 | 595 | 1,190 | — | 1,465,015 | | | 2/17/23 | 2/17/23 | — | — | — | 0 | 892 | 1,784 | — | 2,252,612 | | | 2/17/23 | 2/17/23 | — | — | — | 0 | 1,099 | 2,198 | — | 2,928,648 | | | | | — | 1,323,000 | — | — | — | — | — | — | | Peter J. Millones | 3/4/23 | 3/2/23 | — | — | — | 0 | 2,147 | 4,294 | — | 6,189,200 | | | 3/4/23 | 3/2/23 | — | — | — | — | — | — | 716 | 1,876,206 | | | 2/17/23 | 2/17/23 | — | — | — | 0 | 833 | 1,666 | — | 2,051,021 | | | 2/17/23 | 2/17/23 | — | — | — | 0 | 769 | 1,538 | — | 2,049,254 | | | | | — | 1,057,350 | — | — | — | — | — | — | | Paulo Pisano | 3/4/23 | 3/2/23 | — | — | — | 0 | 1,145 | 2,290 | — | 3,300,714 | | | 3/4/23 | 3/2/23 | — | — | — | — | — | — | 477 | 1,249,931 | | | | | — | 664,240 | — | — | — | — | — | — |
Grants of Plan-Based Awards Table
| (1) These columns show the target amount of the payout for each NEO under the 2023 Bonus Plan at the time it was adopted. The actual payments to NEOs for 2023 are included in the column entitled “Non-equity Incentive Plan Compensation” of the Summary Compensation Table. The business measurements and performance goals for determining the payouts under the 2023 Bonus Plan are described in the Compensation Discussion and Analysis beginning on page 48. | | (2) These columns show the “Threshold,” “Target,” and “Maximum” number of shares of our common stock that could be issued in connection with the three-year 2023 PSUs (applicable to Messrs. Fogel, Goulden, Millones, and Pisano) and second sub-period of the two-year 2022 PSUs (applicable to Mr. Goulden) and second sub-period of the three-year 2022 PSUs (applicable to Messrs. Fogel, Goulden, and Millones) and the third sub-period of our three-year 2021 PSUs (applicable to Messrs. Fogel, Goulden, and Millones), which were granted under our 1999 Omnibus Plan. The target number of shares reported is the full target number of shares for the complete three-year performance period of the 2023 PSUs. The performance targets for each of the annual performance periods under each of the 2022 PSUs and the 2021 PSUs are set at the beginning of each performance year. Therefore, the target number of shares reported is one-half of the target number of shares of the applicable two-year PSUs and one-third of the target number of shares of the applicable three-year PSUs, which is the portion of the PSUs for which performance targets were set in 2023. The performance period for the three-year PSUs granted in 2023 ends on December 31, 2025. The performance periods for the two- and three-year PSUs granted in 2022 end on December 31, 2023, and December 31, 2024, respectively. The performance period for the three-year PSUs granted in 2021 ended on December 31, 2023. The performance criteria for determining the number of shares of our common stock to be issued, if any, in connection with the PSUs is described under “Long-term Incentive Program” in the Compensation Discussion and Analysis beginning on page 48. |
Grants of Plan-Based Awards Table
| (3) Represents the aggregate grant date fair value, as applicable, of PSUs and RSUs granted to the named executive officers, computed in accordance with FASB ASC Topic 718. Generally, the grant date fair value is the full amount that we would expense in our financial statements over the award’s vesting schedule. The grant date fair value of the third sub-period of the 2021 three-year PSUs awarded to Messrs. Fogel, Goulden, and Millones included in the table is equal to the target number of shares associated with the third sub-period multiplied by the share price of $2,664.83, which was derived using Monte Carlo simulations (used because of the rTSR modifier component of this award). The grant date fair value of the second sub-period of the 2022 two-year PSUs awarded to Mr. Goulden was calculated using the target number of shares associated with the second sub-period multiplied by the share price of $2,525.35, which was derived using Monte Carlo simulations (used because of the rTSR modifier and TSR governor components of this award). The grant date fair value of the second sub-period of the 2022 three-year PSUs awarded to Messrs. Fogel, Goulden, and Millones was calculated using the target number of shares associated with the second sub-period multiplied by the share price of $2,462.21, which was derived using Monte Carlo simulations (used because of the rTSR modifier and TSR governor components of this award). The actual number of shares to be issued for the applicable two-year or three-year PSUs, if any, will be determined based on the relevant performance criteria over the remaining performance period and the application of the rTSR modifier and, for the 2022 two-year and three-year PSUs, the TSR governor at the end of the performance period. The grant date fair value of the PSUs granted to Messrs. Fogel, Goulden, Millones, and Pisano on March 4, 2023, was calculated using the target number of shares multiplied by the share price of $2,882.72, which was derived using Monte Carlo simulations (used because of the rTSR modifier and TSR governor components of this award). The grant date fair value of the RSUs granted to Messrs. Fogel, Goulden, Millones, and Pisano on March 4, 2023, was calculated using the target number of shares multiplied by the share price of $2,620.40, which was the closing price of our common stock on March 3, 2023. For additional information, please refer to Notes 2 and 4 of our Consolidated Financial Statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K. |
Outstanding Equity Awards at 2023 Fiscal Year-End Table
Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table provides information on the holdings of stock awards by our NEOs at fiscal year-end 2023, including any unvested RSUs, unvested PSUs with performance or service conditions that have not yet been satisfied, and unvested or unexercised stock option awards as of December 31, 2023. The market value of the stock awards is based on the closing price of our common stock on December 29, 2023, which was $3,547.22.
Outstanding Equity Awards at 2023 Fiscal Year-End Table
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) | | Glenn D. Fogel | — | — | — | — | — | 32,267(1) | 114,458,148 | 14,310(2) | 50,760,718 | | David Goulden | — | — | — | — | — | 14,845(3) | 52,658,481 | 6,870(4) | 24,369,401 | | Peter J. Millones | — | — | — | — | — | 9,475(5) | 33,609,910 | 4,294(6) | 15,231,763 | | Paulo Pisano | 527(7) | 0 | 0 | 1,411.00 | 5/12/30 | 4,090(8) | 14,508,130 | 2,765(9) | 9,808,063 |
Outstanding Equity Awards at 2023 Fiscal Year-End Table
| (1) Represents 842 shares of our common stock subject to RSUs granted to Mr. Fogel in March 2021 that vested on March 4, 2024, 1,982 shares of our common stock subject to RSUs granted in March 2022 that are scheduled to vest ratably on March 4, 2024, and March 4, 2025, respectively, and 2,385 shares of our common stock subject to RSUs granted in March 2023 that are scheduled to vest ratably on March 4, 2024, March 4, 2025, and March 4, 2026, respectively. Also includes: in connection with the three-year 2021 PSUs, 15,164 shares for which the performance periods commenced on January 1, 2021, 2022, or 2023 and ended on December 31, 2021, 2022, or 2023, as applicable, which represents two times the target number of shares for the first-, second- and third-sub periods that were issued in March 2024 upon vesting; and in connection with the three-year 2022 PSUs, 11,894 shares for which the performance period commenced on January 1, 2022 or 2023 and ended on December 31, 2022 or 2023, as applicable, which represents two times the target number of shares for the first- and second-sub periods that could be issued following the end of the performance period, subject to continued employment with us and the rTSR modifier and the TSR governor, which are not performance criteria. | | (2) Includes 14,310 shares in connection with the three-year 2023 PSUs for which the performance period commenced on January 1, 2023 and will end on December 31, 2025, which represents the maximum number of shares of our common stock that may be issued following the end of the performance period in connection with these PSUs. The actual number of shares to be issued for this grant, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period, subject to continued employment with us and the rTSR modifier and the TSR governor, which are not performance criteria. | | (3) Represents 366 shares of our common stock subject to RSUs granted to Mr. Goulden in March 2021 that vested on March 4, 2024, 792 shares of our common stock subject to RSUs granted in March 2022 that are scheduled to vest ratably on March 4, 2024, and March 4, 2025, respectively, and 1,145 shares of our common stock subject to RSUs granted in March 2023 that are scheduled to vest one-third on March 4, 2024, and ratably each quarter from June 4, 2024 through March 4, 2026. Also includes: in connection with the three-year 2021 PSUs, 6,594 shares for which the performance periods commenced on January 1, 2021, 2022, or 2023 and ended on December 31, 2021, 2022, or 2023, as applicable, which represents two times the target number of shares for the first-, second- and third-sub periods that were issued in March 2024 upon vesting; in connection with the two-year 2022 PSUs, 3,568 shares for which the performance period commenced on January 1, 2022 or 2023 and ended on December 31, 2022 or 2023, as applicable, which represents two times the target number of shares of our common stock for the first- and second-sub periods and were issued in March 2024 upon vesting; and in connection with the three-year 2022 PSUs, 2,380 shares for which the performance period commenced on January 1, 2022 or 2023 and ended on December 31, 2022, or 2023, as applicable, which represents two times the target number of shares for the first- and second-sub periods that could be issued following the end of the performance period, subject to continued employment with us and the rTSR modifier and the TSR governor, which are not performance criteria. | | (4) Includes 6,870 shares in connection with the three-year 2023 PSUs for which the performance period commenced on January 1, 2023 and will end on December 31, 2025, which represents the maximum number of shares of our common stock that may be issued following the end of the performance period in connection with these PSUs. The actual number of shares to be issued for this grant, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period, subject to continued employment with us and the rTSR modifier and the TSR governor, which are not performance criteria. | | (5) Includes 256 shares of our common stock subject to RSUs granted to Mr. Millones in March 2021 that vested on March 4, 2024, 555 shares of our common stock subject to RSUs granted in March 2022 that are scheduled to vest ratably on March 4, 2024, and March 4, 2025, respectively, and 716 shares of our common stock subject to RSUs granted in March 2023 that are scheduled to vest ratably on March 4, 2024, March 4, 2025, and March 4, 2026, respectively. Also includes: in connection with the three-year 2021 PSUs, 4,616 shares for which the performance periods commenced on January 1, 2021, 2022, or 2023 and ended on December 31, 2021, 2022, or 2023, as applicable, which represents two times the target number of shares for the first-, second- and third-sub periods that were issued in March 2024 upon vesting; and in connection with the three-year 2022 PSUs, 3,332 shares for which the performance period commenced on January 1, 2022 or 2023 and ended on December 31, 2022 or 2023, as applicable, which represents two times the target number of shares for the first- and second-sub periods that could be issued following the end of the performance period, subject to continued employment with us and the rTSR modifier and the TSR governor, which are not performance criteria. | | (6) Includes 4,294 shares in connection with the three-year 2023 PSUs for which the performance period commenced on January 1, 2023 and will end on December 31, 2025, which represents the maximum number of shares of our common stock that may be issued following the end of the performance period in connection with these PSUs. The actual number of shares to be issued for this grant, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period, subject to continued employment with us and the rTSR modifier and the TSR governor, which are not performance criteria. | | (7) Represents the exercisable number of shares of our common stock subject to non-qualified stock options granted to Mr. Pisano in May 2020 that vested in March 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End Table
| (8) Includes 136 shares of our common stock subject to RSUs granted to Mr. Pisano in August 2021 that are scheduled to vest on August 12, 2024, and 477 shares of our common stock subject to RSUs granted in March 2023 that are scheduled to vest ratably on March 4, 2024, March 4, 2025, and March 4, 2026, respectively. Also includes: in connection with the three-year 2021 PSUs, 1,098 shares for which the performance period commenced on January 1, 2021, 2022, or 2023 and ended on December 31, 2021, 2022, or 2023, as applicable, which represents two times the target number of shares for the first-, second- and third-sub periods that were issued in March 2024 upon vesting; in connection with the three-year 2022 PSUs, subject to continued employment, 952 shares for which the performance period commenced on January 1, 2022 and ended on December 31, 2022 and which represents two times the target number of shares for the first sub-period that could be issued following the end of the performance period; 952 shares for which the performance period commenced on January 1, 2023 and ended on December 31, 2023, which represents two times the target number of shares for the second sub-period, and 475 shares for which the performance period commenced on January 1, 2024 and ends on December 31, 2024, which represents one times the target number of shares for the third sub-period that could be issued following the end of the performance period in connection with the three-year PSUs. | | (9) Includes 2,290 shares in connection with the three-year 2023 PSUs for which the performance period commenced on January 1, 2023 and will end on December 31, 2025, which represents the maximum number of shares of our common stock that may be issued following the end of the performance period in connection with these PSUs. The actual number of shares to be issued for this grant, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period, subject to continued employment with us and the rTSR modifier and the TSR governor, which are not performance criteria. Also includes 475 shares of the 2022 PSUs for the third sub-period in the 2024 calendar year, which represent one times the target number of shares of our common stock attributable to such sub-periods that could be issued following the end of the performance period in connection with the three-year PSUs. |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table contains information about the vesting of stock awards held by our NEOs and options exercised by our NEOs in 2023.
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Glenn D. Fogel | 0 | 0 | 12,607 | 33,983,410(1) | | David Goulden | 0 | 0 | 17,035 | 44,638,514(2) | | Peter J. Millones | 0 | 0 | 5,065 | 13,577,172(1) | | Paulo Pisano | 1,600 | 2,017,767(3) | 431 | 1,209,065(4) |
Option Exercises and Stock Vested Table
| (1) Reflects vesting of PSUs and RSUs in March 2023 with a per share market price of $2,620.40, the closing price of our common stock on March 3, 2023 and vesting of RSUs in December 2023 with a per share market price of $3,479.12, the closing price of our common stock on December 15, 2023. | | (2) Reflects vesting of PSUs and RSUs in March 2023 with a per share market price of $2,620.40, the closing price of our common stock on March 3, 2023. | | (3) Reflects the difference between the exercise price per stock option exercised and (i) the closing price per share of common stock on the date of exercise, if the resulting shares were held, or (ii) the sale price, if the resulting shares were sold. The per share market price for options exercised in March 2023 reflects (a) a closing price of $2,613.43, or (b) a sale price of $2,604.90, as applicable. The per share market price for options exercised in August 2023 reflects a sale price of $3,124.72. | | (4) Reflects vesting of RSUs in March 2023 with a per share market price of $2,620.40, the closing price of our common stock on March 3, 2023 and vesting of RSUs in August 2023 with a per share market price of $3,206.23, the closing price of our common stock on August 11, 2023. |
Potential Payments Upon a Change in Control and/or Termination
Potential Payments Upon a Change in Control and/or Termination The following tables estimate the payments required to be made to each NEO in connection with a termination of their employment upon specified events or a change in control, assuming a $3,547.22 per share price for our common stock (the closing market price on December 29, 2023, the last trading day of the year). The amounts shown also assume that the termination or change in control was effective December 31, 2023, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the NEOs. Therefore, amounts shown do not reflect, for instance, any changes to base salaries or bonus targets effective in 2024, 2024 changes in the cost of health benefit plans, equity grants made in 2024, or the unvested pro-rata portion of equity awards for which the performance or vesting period extends beyond December 31, 2023. However, amounts shown do reflect incremental amounts due to the NEO upon or as a result of the specified event. The terms “Cause,” “Good Reason,” and “Disability” have the meanings in the individual employment agreements or equity instruments described above. In the event of voluntary resignation or retirement where the person’s last date of employment was December 31, 2023, the NEO would only receive their accrued but unpaid salary through the termination date of employment. See Employment Contracts, Termination of Employment and Change in Control Arrangements above for more information.
2023 CEO Pay Ratio
2023 CEO Pay Ratio Our 2023 CEO Pay Ratio is the ratio of the annual total compensation of our Chief Executive Officer, Mr. Fogel, to the annual total compensation of our median employee (excluding our Chief Executive Officer). There has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure and so we are using the same median employee identified in 2022 in our 2023 pay ratio calculation. To identify our median employee in 2022, we used our worldwide employee population without exclusions (other than Mr. Fogel) as of November 1, 2022 and salary, wage, overtime, and bonus compensation information from our payroll records. We annualized compensation for those employees who worked for the Company for only part of the fiscal year, did not make any cost-of-living adjustments, and excluded the value of equity awards because we do not distribute equity awards to all employees. As reported in the Summary Compensation Table, Mr. Fogel’s total compensation for 2023 was $46,720,734. Calculated in the same manner as Mr. Fogel’s total compensation, the total compensation of our median employee in 2023 was $92,967. The ratio of Mr. Fogel’s total 2023 compensation to that of our median employee is 503 to 1. Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The pay ratio reported by other companies may not be comparable to ours because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices.
Pay Versus Performance
Pay Versus Performance As required by SEC Regulation S-K Item 402(v), the following table sets forth the compensation information of our Principal Executive Officer (PEO) and our non-PEO NEOs along with total shareholder return, net income, and revenue performance results for our fiscal years ending in 2020, 2021, 2022, and 2023. The calculations and analysis below do not reflect the Company’s approach to aligning executive compensation with performance. For information about how we align executive compensation with financial performance, refer to the Compensation Discussion and Analysis.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2)(3)(4) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(5) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3)(5)(6) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) | Revenue (in millions)(9) | | | | | | | Total Shareholder Return(7) | Peer Group Total Shareholder Return(7)(8) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $46,720,734 | $139,515,292 | $15,362,746 | $45,820,973 | $172.72 | $118.93 | $4,289 | $21,365 | | 2022 | $31,519,648 | $32,381,096 | $9,254,954 | $7,503,594 | $98.13 | $81.50 | $3,058 | $17,090 | | 2021 | $55,077,473 | $78,192,575 | $14,259,697 | $22,828,947 | $116.82 | $134.41 | $1,165 | $10,958 | | 2020 | $7,148,598 | ($43,204,620) | $13,708,464 | $1,250,364 | $108.45 | $137.32 | $59 | $6,796 |
Pay Versus Performance
| (1) Mr. Fogel served as Chief Executive Officer (PEO) in each year included in the table. |
Pay Versus Performance
| (2) Year-end stock prices used as part of the “Compensation Actually Paid” calculation were: 2023 $3,547.22, 2022 $2,015.28, 2021 $2,399.23, and 2020 $2,227.27. | | (3) Fair value or change in fair value, as applicable, of equity awards included in columns (c) and (e) was determined by reference to (1) for RSU awards, closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, (2) for performance-based PSU awards (excluding PSUs with an rTSR component, TSR governor component, and a stock price appreciation component), the probable number of shares multiplied by the closing price on the applicable year-end date(s) or, in the case of awards that vested, the vested number of shares multiplied by the actual value per share on the vesting date, (3) for PSUs with an rTSR component and, for certain 2023 and 2022 PSUs, the TSR governor component, the probable number of shares multiplied by the share price on the applicable year-end date(s) which was derived using Monte Carlo simulations (because of the rTSR and TSR governor components of this award, as applicable), (4) for PSUs with an additional stock price appreciation component, the probable number of shares multiplied by the closing price on the applicable year-end date(s), plus the fair value of the stock price appreciation component on the applicable year-end date(s) or, in the case of awards that vested, the vested number of shares multiplied by the actual value per share on the vesting date, and (5) for stock options, a Black Scholes value as of the applicable year-end date(s) or vesting date, determined based on the same methodology as used to determine grant date fair value but using the closing stock price and assumptions including expected volatility, risk-free interest rate, expected dividends, and expected term as of the applicable revaluation date(s). | | (4) Compensation Actually Paid to Mr. Fogel in 2023 reflects the following adjustments from column (b): |
Pay Versus Performance
| Adjustments to Calculate Compensation Actually Paid for PEO | 2023 | 2022 | 2021 | 2020 | | Amount Reported in Summary Compensation Table (“SCT”) | $46,720,734 | $31,519,648 | $55,077,473 | $7,148,598 | | Subtract Amounts Reported under the Stock Awards and Option Awards Column in the SCT | (40,929,691) | (26,258,740) | (48,010,707) | (6,954,041) | | Fair Value of Awards Granted during Year that Remain Unvested as of Year End | 94,201,594 | 35,126,298 | 49,934,780 | 7,376,718 | | Fair Value of Awards Granted during Year that Vest during Year | — | — | 20,829,900 | — | | Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted prior to Year that were Outstanding and Unvested as of Year-end | 30,945,880 | (4,718,980) | 379,688 | (44,329,590) | | Increase/Deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted prior to Year that Vested during Year | 8,576,775 | (3,287,130) | (18,559) | (6,446,305) | | Compensation Actually Paid to PEO | $139,515,292 | $32,381,096 | $78,192,575 | $(43,204,620) |
Pay Versus Performance
| (5) In 2023, 2022, and 2021, the non-PEO NEOs were Messrs. Goulden, Millones, and Pisano. In 2020, the non-PEO NEOs were Messrs. Goulden and Millones. |
Pay Versus Performance
| (6) Average Compensation Actually Paid to the non-PEO NEOs noted in footnote (5) in 2023 reflects the following adjustments from column (d): |
Pay Versus Performance
| Adjustments to Calculate Compensation Actually Paid for non-PEO NEOs | 2023 | 2022 | 2021 | 2020 | | Average Amount Reported in SCT | $15,362,746 | $9,254,954 | $14,259,697 | $13,708,464 | | Subtract Average Amounts Reported under the Stock Awards and Option Awards Column in the SCT | (12,088,367) | (6,777,593) | (11,312,738) | (12,407,092) | | Average Fair Value of Awards Granted during Year that Remain Unvested as of Year end | 27,444,862 | 8,986,958 | 11,970,027 | 15,095,779 | | Average Fair Value of Awards Granted during Year that Vest during Year | — | — | 4,463,550 | — | | Average Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | 9,603,511 | (3,160,646) | 3,433,026 | (14,159,513) | | Average Increase/Deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested during Year | 5,498,221 | (800,079) | 15,385 | (987,274) | | Average Compensation Actually Paid to non-PEO NEOs | $45,820,973 | $7,503,594 | $22,828,947 | $1,250,364 |
Pay Versus Performance
| (7) The amount listed for each year reflects what the cumulative value of $100 would be if that had been invested on December 31, 2019 (including reinvestment of dividends for applicable peers). |
Pay Versus Performance
| (8) Peer group total shareholder return reflects the RDG Internet Composite as reflected in our Annual Report on Form 10-K. |
Pay Versus Performance
| (9) Revenue is revenue under GAAP as reflected in the Company’s financial statements. |
Pay Versus Performance
We believe the “Compensation Actually Paid” to our PEO and other NEOs over the four-year cumulative period reflects the T&C Committee balancing performance-aligned compensation in the uncertain context of the COVID-19 pandemic, which dramatically affected the Company and its industry, as well as the Company’s improved financial performance and increased stock price following the COVID-19 pandemic. The charts below show “Compensation Actually Paid” and (i) total stockholder return, (ii) net income, and (iii) revenue. Our compensation plans do not include net income as a measure of financial performance and therefore there is no direct relationship to “Compensation Actually Paid.” COMPENSATION ACTUALLY PAID VERSUS TSR COMPENSATION ACTUALLY PAID VERSUS NET INCOME COMPENSATION ACTUALLY PAID VERSUS REVENUE We measure performance for purposes of assessing pay for our PEO and other NEOs based on the following four unranked most important financial performance measures. For additional information, see How We Measure Performance on page 55.
Pay Versus Performance
| Revenue | | Compensation EBITDA | | Absolute Total Stockholder Return | | Relative Total Stockholder Return |
Non-Employee Director Compensation and Benefits
Non-Employee Director Compensation and Benefits The T&C Committee reviews our non-executive director compensation program every two years, including a review of peer director pay practices, and seeks the advice of its independent compensation consultant to ensure that it maintains director compensation practices that are in the best interests of our stockholders. The Plan includes a limit on annual compensation for non-employee directors of $750,000. The T&C Committee’s last review of non-executive director compensation occurred in 2022.
2023 Non-Employee Director Compensation Program
2023 Non-Employee Director Compensation Program In consultation with the T&C Committee’s independent compensation consultant, the T&C Committee and the Board approved the 2023 compensation program for the non-employee members of the Board. For 2023, our CEO, Mr. Fogel, received no additional compensation for serving on the Board during the year.
2023 Non-Employee Director Compensation Program
| Position | 2023 Director Fees ($) | | Non-employee Director Base Pay(1) | 60,000 RSUs valued at approximately 265,000(2) | | Additional Committee and Leadership Fees | | | Non-employee Chair Premium | 25,000 RSUs valued at approximately 110,000 | | Lead Independent Director Premium | 40,000 | | Audit Committee Chair Premium | 20,000 | | CG Committee Chair Premium | 15,000 | | Cybersecurity Subcommittee Chair Premium | 15,000 | | T&C Committee Chair Premium | 15,000 | | Audit Committee Member Retainer | 20,000 | | CG Committee Member Retainer | 10,000 | | Cybersecurity Subcommittee Member Retainer | 10,000 | | T&C Committee Member Retainer | 15,000 |
2023 Non-Employee Director Compensation Program
| (1) We reimburse non-employee directors for travel and other expenses incurred in connection with attending Board and committee meetings. | | (2) In 2023, this resulted in RSUs representing 102 shares of common stock being granted to each incumbent non-employee director in May 2023. These RSUs vest on the one-year anniversary of the date of grant, and vesting will accelerate upon a change in control or if the director’s service on the Board terminates as a result of the director’s death or disability. |
2023 Non-Employee Director Compensation Program
The following table shows compensation earned during 2023 by all non-employee directors serving at any time during fiscal 2023.
2023 Non-Employee Director Compensation Program
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Timothy Armstrong(4) | 25,833 | 0 | 0 | 0 | 25,833 | | Mirian M. Graddick-Weir | 110,000 | 264,295 | 0 | 0 | 374,295 | | Kelly Grier | 12,222 | 150,637 | 0 | 0 | 162,859 | | Wei Hopeman | 70,000 | 264,295 | 0 | 0 | 334,295 | | Robert J. Mylod, Jr. | 100,000 | 375,714 | 0 | 0 | 475,714 | | Charles H. Noski | 145,000 | 264,295 | 0 | 0 | 409,295 | | Larry Quinlan | 77,639 | 264,295 | 0 | 0 | 341,934 | | Nicholas J. Read | 87,056 | 264,295 | 0 | 0 | 351,351 | | Thomas E. Rothman | 70,000 | 264,295 | 0 | 0 | 334,295 | | Sumit Singh | 68,542 | 264,295 | 0 | 0 | 332,837 | | Lynn Vojvodich Radakovich | 85,000 | 264,295 | 0 | 0 | 349,295 | | Vanessa A. Wittman | 107,056 | 264,295 | 0 | 0 | 371,351 |
2023 Non-Employee Director Compensation Program
| (1) This column reports the amount of cash compensation earned in 2023 for Board and committee service. | | (2) This column represents the aggregate grant date fair value of RSUs computed in accordance with FASB ASC Topic 718. For additional information, please refer to Notes 2 and 4 of the Company’s Consolidated Financial Statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual value, if any, that will be recognized by the non-employee directors. | | (3) As of December 31, 2023, the Company’s non-employee directors had the following outstanding equity awards: |
2023 Non-Employee Director Compensation Program
| • | Kelly Grier: RSUs for 49 shares; | | • | Mirian M. Graddick-Weir: RSUs for 773 shares (which includes 671 vested shares the receipt of which has been deferred by Dr. Graddick-Weir for tax planning purposes); | | • | Wei Hopeman: RSUs for 376 shares (which includes 274 vested shares the receipt of which has been deferred by Ms. Hopeman for tax planning purposes); | | • | Robert J. Mylod, Jr.: RSUs for 1,125 shares (which includes 980 vested shares the receipt of which has been deferred by Mr. Mylod for tax planning purposes); | | • | Charles H. Noski: RSUs for 1,333 shares (which includes 1,231 vested shares the receipt of which has been deferred by Mr. Noski for tax planning purposes); | | • | Larry Quinlan: RSUs for 102 shares; | | • | Nicholas J. Read: RSUs for 102 shares; | | • | Thomas E. Rothman: RSUs for 1,879 shares (which includes 1,777 vested shares the receipt of which has been deferred by Mr. Rothman for tax planning purposes); | | • | Sumit Singh: RSUs for 102 shares; | | • | Lynn Vojvodich Radakovich: RSUs for 102 shares; and | | • | Vanessa A. Wittman: RSUs for 102 shares. |
2023 Non-Employee Director Compensation Program
| (4) Timothy Armstrong retired from the Board effective June 6, 2023. |