DEF 14A of Expedia Group, Inc.
Filed Apr 29, 2024 · FY20230001324424-24-000017
Board of Directors
Board of Directors
Compensation of Non-Employee Directors
Compensation of Non-Employee Directors The Board of Directors, based on recommendations from the Nominating Committee, has primary responsibility for establishing non-employee director compensation arrangements, which have been designed to provide the competitive compensation necessary to attract and retain high quality non-employee directors, and to encourage ownership of Company stock to further align directors’ interests with those of our stockholders. Expedia Group employees do not receive compensation for serving as a Board member. Each non-employee director of Expedia Group who served on the Board during 2023 was entitled to receive the following compensation: •an annual retainer of $45,000, paid in equal quarterly installments; •a grant of RSUs with a value of $250,000 (based on the closing price of Expedia Group’s common stock on the Nasdaq Stock Market on the day before the grant), upon such director’s initial election to office or at the time such director first became eligible to receive compensation for service as a director, and annually thereafter on June 1, with such RSUs to vest in three equal installments commencing on the first anniversary of the grant date. In the event of a change in control as defined in the Sixth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan (the “Expedia Group 2005 Plan”), the RSUs shall vest automatically in full as set forth in the “Form of Expedia Group, Inc. 2020 Restricted Stock Unit Agreement (Directors)” included as an exhibit to the Company's most recent Annual Report on Form 10-K. •an annual retainer of $20,000 for each member of the Audit Committee (including the Chair), $15,000 for each member of the Compensation Committee (including the Chair) and $17,500 for each member of the Nominating Committee (including the Chair); and •a supplemental annual retainer of $15,000 for the Chair of the Audit Committee and $15,000 for the Chair of the Compensation Committee. Expedia Group reimburses directors for all reasonable expenses incurred to attend Board and committee meetings.
2023 Director Compensation
2023 Director Compensation As employee directors, Mr. Diller, Mr. Kern, and Ms. Whalen did not receive compensation for service as directors during 2023; similarly, Ms. Gorin, who was elected to the Board on February 12, 2024 does not receive any compensation for her service as an employee director. The following table provides summary information regarding the compensation received by our non-employee directors for their Board service during 2023, including a former director and a late director emeritus.
2023 Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Beverly Anderson(4) | 60,000 | 257,700 | — | 317,700 | | M. Moina Banerjee(6) | 69,778 | 498,047 | — | 567,825 | | Chelsea Clinton(5)(◊)(†) | 92,500 | 257,700 | — | 350,200 | | Henrique Dubugras | 45,000 | 257,700 | — | 302,700 | | Craig Jacobson(7) | 97,500 | 257,700 | — | 355,200 | | Dara Khosrowshahi(◊)(†) | 45,000 | 257,700 | — | 302,700 | | Patricia Menendez Cambo(8)(◊)(†) | 65,000 | 257,700 | — | 322,700 | | Alex von Furstenberg(†) | 45,000 | 257,700 | — | 302,700 | | Alexandr Wang | 26,209 | 257,700 | — | 283,909 | | Jonathan Dolgen(9) | 38,723 | — | — | 38,723 | | Samuel Altman(10)(†) | 18,915 | — | — | 18,915 |
2023 Director Compensation
(1)This column reports the amount of cash compensation earned in 2023 for Board and committee service, including amounts deferred at the director’s election. (2)Reflects aggregate grant date fair value of awards granted in the year indicated, computed in accordance with FASB ASC Topic 718, and in accordance with the assumptions described in the “Stock-Based Compensation” section of “Note 2 - Significant Accounting Policies” in the notes to consolidated financial statements in the Company’s most recent Annual Report on Form 10-K. The grant date fair value of awards reflects an estimate as of the grant date and may not correspond to the actual value that will be recognized by the directors. Stock awards consist of RSUs valued using the closing price of Expedia Group common stock on the Nasdaq Stock Market on the trading day immediately preceding the grant date. (3)Non-employee directors who served on the Board through December 31, 2023 had the following outstanding RSU awards as of such date: Ms. Anderson, 4,370 RSUs; Ms. Banerjee, 4,767 RSUs; Ms. Clinton, 4,370 RSUs; Mr. Dubugras, 4,334 RSUs; Mr. Jacobson, 4,370 RSUs; Mr. Khosrowshahi, 4,370 RSUs; Ms. Menendez Cambo, 4,844 RSUs; Mr. von Furstenberg, 4,370 RSUs; and Mr. Wang, 2,612 RSUs. (4)Ms. Anderson was a member of the Compensation Committee during 2023. (5)Ms. Clinton was Chair of the Compensation Committee and a member of the Nominating Committee during 2023. (6)Ms. Banerjee was elected as a Board member and appointed Chair of the Audit Committee on February 16, 2023. (7)Mr. Jacobson was a member of each of the Audit, Compensation and Nominating Committees during 2023. (8)Ms. Menendez Cambo was a member of the Audit Committee during 2023. (9)Mr. Dolgen served as a director emeritus during 2023, until his death on October 9, 2023. (10)Mr. Altman resigned from the Board, effective June 1, 2023. (*) Mr. Khosrowshahi and Ms. Menendez Cambo elected to defer 100% of their 2023 director fees towards share units and Ms. Clinton elected to defer 50% of her 2023 director fees towards share units pursuant to the Director Deferred Compensation Plan. (†) Mr. von Furstenberg previously elected to defer his 2015, 2016, 2017 and 2018 director fees pursuant to the Director Deferred Compensation Plan; each of Ms. Athey, Ms. Clinton and Mr. Khosrowshahi previously elected to defer 2018 director fees pursuant to the Director Deferred Compensation Plan; in 2020 Mr. Khosrowshahi elected to defer 100% of his fees and Ms. Clinton elected to defer 50% of her fees pursuant to the Director Deferred Compensation Plan; in 2021 each of Mr. Altman, Ms. Clinton, and Mr. Khosrowshahi elected to defer 100% of their director fees pursuant to the Director Deferred Compensation Plan; in 2022 each of Mr. Altman, Ms. Clinton, Mr. Khosrowshahi, and Ms. Menendez Cambo elected to defer 100% of their director fees pursuant to the Director Deferred Compensation Plan. At December 31, 2023, Mr. Altman held a total of 645.46 share units; Ms. Clinton held a total of 2,518.87 share units; Mr. Khosrowshahi held a total of 1,483.57 share units; Ms. Menendez Cambo held a total of 1,055.42 share units; and Mr. von Furstenberg held a total of 1,546.11 share units.
2023 Director Compensation
| 2024 Proxy Statement | 13 | Expedia Group |
2023 Director Compensation
| | Corporate Governance and Board of Directors |
Board of Director Nominees
Board of Director Nominees At the 2024 Annual Meeting, a board of 13 directors will be elected to hold office for a term ending on the date of the next annual meeting of stockholders or until each such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s death, removal or resignation). All of the nominees, other than Ms. Gorin and Mr. Wang, were elected as directors by stockholders at the 2023 annual meeting of stockholders and are being presented for re-election at the 2024 Annual Meeting. Mr. Wang was elected to the Board on June 1, 2023 to fill the vacancy created by Mr. Altman's resignation from the Board, effective June 1, 2023. On February 12, 2024, the Board was expanded from 12 to 13 members and Ms. Gorin was elected to fill the newly-created directorship. The directors below are recommended by the Nominating Committee and nominated by the Board of Directors to be elected as directors at the 2024 Annual Meeting. Each of the nominees has consented to being named in this proxy statement and to serve as a director if elected. Expedia Group’s amended and restated certificate of incorporation provides that the holders of the Company’s common stock, acting as a single class, are entitled to elect a number of directors equal to 25% percent of the total number of directors, rounded up to the next whole number of directors, which is currently four directors. The Board has designated Ms. Banerjee, Mr. Dubugras, Ms. Menendez Cambo, and Mr. Wang as nominees for the positions on the Board to be elected at the 2024 Annual Meeting by the holders of Expedia Group common stock, voting as a separate class (together, the “Common Stock Nominees”), and Ms. Anderson, Ms. Clinton, Mr. Diller, Ms. Gorin, Mr. Jacobson, Mr. Kern, Mr. Khosrowshahi, Mr. von Furstenberg, and Ms. Whalen as nominees for the positions on the Board to be elected at the 2024 Annual Meeting by the holders of Expedia Group common stock and Class B common stock, voting together as a single class (the “Combined Stock Nominees”). Although management does not anticipate that any of the nominees named below will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute nominee designated by the Board. Our Board of Directors unanimously recommends that you vote FOR the election of each of these director nominees.
Board of Director Nominees
| 2024 Proxy Statement | 17 | Expedia Group |
Board of Director Nominees
| | Proposal 1 |
Board Experience and Expertise
Board Experience and Expertise
Skills Matrix
Skills Matrix The matrix below highlights the mix of skills, experience, and expertise that, among other factors, led the Board and the Nominating Committee to recommend these nominees for election to the Board. Our nominees represent a broad range of backgrounds and experience, and each nominee possesses numerous other competencies not identified below. The matrix is intended to depict notable areas of focus for each nominee and not having a mark does not mean that a particular nominee does not possess that qualification or skill.
Skills Matrix
| Director | Public Company Board Experience | Financial Expertise | Global Business/International Experience | Innovation/Technology/Information Security Experience | Travel Industry Experience | Culture & Human Capital Management Experience | Legal/Public Policy/Risk Management Experience | Senior Executive Leadership Experience | Brand/Marketing Experience | | B. Anderson | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | M. Banerjee | | ✓ | | | | ✓ | | ✓ | | | C. Clinton | ✓ | | ✓ | | | ✓ | ✓ | | | | B. Diller | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | H. Dubugras | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | | A. Gorin | ✓ | | ✓ | ✓ | ✓ | | | ✓ | ✓ | | C. Jacobson | ✓ | | | | | | ✓ | | | | P. Kern | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | D. Khosrowshahi | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | P. Menendez Cambo | | | ✓ | | | | ✓ | ✓ | | | A. von Furstenberg | ✓ | ✓ | | | | | | | ✓ | | A. Wang | | | | ✓ | | ✓ | | ✓ | ✓ | | J. Whalen | ✓ | ✓ | ✓ | | | | ✓ | ✓ | |
Skills Matrix
| Expedia Group | 18 | 2024 Proxy Statement |
Skills Matrix
| Proposal 1 | |
Director Nominee Biographies
Director Nominee Biographies Set forth below is additional information about each of the director nominees as of the date of this proxy statement, including their professional background, U.S.-listed public company director positions held currently or at any time during the last five years, and the specific qualifications that led the Nominating Committee and our Board to nominate each for election. Except as noted, there are no family relationships among directors or executive officers of Expedia Group.
Director Nominee Biographies
| Barry Diller Chairman of the Board & Senior Executive Director Since | 2005 Age | 82 Board Committees: •Executive Committee Other Public Company Boards (within past 5 years): •IAC (since 1995) •Coca-Cola Company (since 2002) •MGM Resorts International (since 2020) | Professional Highlights •Chairman of the Board and Senior Executive, Expedia Group (since August 2005) •Chairman and Senior Executive, IAC (since 2010) •Chairman of the Board and Chief Executive Officer of IAC and its predecessors (August 1995 to November 2010) •Special Advisor to TripAdvisor, Inc. (April 2013 to March 2017) •Chairman of the Board and Senior Executive, TripAdvisor (December 2011 to December 2012) •Non-executive Chairman of the Board, Ticketmaster Entertainment, Inc. (2008 to 2010) •Non-executive Chairman of the Board, Live Nation Entertainment, Inc. (January 2010 to October 2010) •Chairman of the Board and Chief Executive Officer, QVC, Inc. (December 1992 to December 1994) •Chairman of the Board and Chief Executive Officer, Fox, Inc. (1984 to 1992) •Chairman of the Board and Chief Executive Officer, Paramount Pictures Corporation (1974 to 1984) Other Professional Experience and Community Involvement •Member, The Business Council •Advisory Board, Peter G. Peterson Foundation Board Membership Qualifications As result of his involvement with Expedia Group both while it was operated within IAC and since the IAC/Expedia Group Spin-Off, Mr. Diller has a great depth of knowledge and experience regarding Expedia Group and its businesses. Mr. Diller has extensive management experience, broad international exposure and emerging market experience and innovation and technology experience, including through his service as Chief Executive Officer of media and interactive commerce companies, as well as experience as a director serving on other public company boards, including as Chairman. Mr. Diller also is a significant stockholder of Expedia Group. |
Director Nominee Biographies
| 2024 Proxy Statement | 19 | Expedia Group |
Director Nominee Biographies
| | Proposal 1 |
Director Nominee Biographies
| Peter Kern Vice Chairman & Chief Executive Officer Director Since | 2005 Age | 56 Board Committees: •Executive Committee Other Public Company Boards (within past 5 years): •trivago N.V. ◦Supervisory Board member (since 2016) ◦Chairman (2019-2022) •Hemisphere Media Group, Inc. ◦Chairman of the Board (2013-2022) | Professional Highlights •Expedia Group, Board Member (since 2005), Vice Chairman (since 2018) and Chief Executive Officer (since 2020) •Tribune Media Company, Chief Executive Officer (2017 to 2019) and Board Member (2016 to 2019) •Managing Partner, lnterMedia Partners Vil, LP (2005 to 2023) •Senior Managing Director and Principal, Alpine Capital LLC (2001 to 2005) •Founder and President, Gemini Associates (1996 to 2001) Education •B.S., Wharton School, University of Pennsylvania Board Membership Qualifications Mr. Kern has unique knowledge and experience regarding Expedia Group and its businesses gained through his various roles with Expedia Group since 2005, most recently as Chief Executive Officer and Vice Chairman, as well as his prior public company director and chief executive officer experience, and high level of financial expertise |
Director Nominee Biographies
| Expedia Group | 20 | 2024 Proxy Statement |
Director Nominee Biographies
| Proposal 1 | |
Director Nominee Biographies
| Beverly Anderson Director Since | 2020 Age | 60 Board Committees: •Compensation Committee Other Public Company Boards (within past 5 years): •None | Professional Highlights •President and Chief Executive Officer, BECU, a not-for-profit credit union (since December 2022) •President, Global Consumer Solutions, Equifax (December 2019 to January 2022) •Executive Vice President of Cards and Retail Services, Wells Fargo (March 2012 to November 2019) Other Professional Experience and Community Involvement •Board Member, Accion (a global nonprofit) •Board Member, Sword Health, Inc. •Board Member, Harvard Business School African-American Alumni Association •Board Member, Equifax Foundation (until December 2021) Education •Master of Business Administration with distinction, Harvard Business School •Bachelor of Science in Business, summa cum laude, Florida A&M University Board Membership Qualifications Ms. Anderson provides valuable expertise as a leader of consumer-facing businesses, as well as her extensive knowledge of, and experience in, consumer finance and payments matters. |
Director Nominee Biographies
| 2024 Proxy Statement | 21 | Expedia Group |
Director Nominee Biographies
| | Proposal 1 |
Director Nominee Biographies
| M. Moina Banerjee Independent Director Director Since | 2023 Age | 42 Board Committees: •Audit Committee (Chair) Other Public Company Boards (within past 5 years): •None | Professional Highlights •Chief Financial Officer, JBG Smith Properties, a REIT (“JBGS”) (since December 2020) •Head of Capital Markets, JBGS (2018-2020) •Executive Vice President of JBGS (2017-2020) •Principal, Investments Group and Management Committee member, JBG (August 2010 to 2017) Other Professional Experience and Community Involvement •Blackstone Group •Citigroup Education •Bachelor of Science in International Economics, Georgetown University •Master of Business Administration, The Wharton School, University of Pennsylvania Board Membership Qualifications Ms. Banerjee has extensive experience in the areas of investment, finance, capital markets, portfolio management and acquisitions, including the acquisition of hotel properties. As a senior leader of another public company, she also brings corporate governance, risk management, accounting, SEC reporting, and operational expertise to our board. |
Director Nominee Biographies
| Expedia Group | 22 | 2024 Proxy Statement |
Director Nominee Biographies
| Proposal 1 | |
Director Nominee Biographies
| Chelsea Clinton Director Since | 2017 Age | 44 Board Committees: •Compensation Committee (Chair) •Nominating Committee Other Public Company Boards (within past 5 years): •IAC (since September 2011) •Clover Health Investments, Corp. (since January 2021) | Professional Highlights •Vice Chair, Clinton Foundation (since March 2013) •Vice Chair, Clinton Health Access Initiative (since 2022) •Board of Directors, Clinton Foundation (since September 2011) •Board of Directors, Clinton Health Access Initiative (since September 2011) •Assistant Vice Provost, New York University (March 2010 to May 2013) •Special Correspondent, NBC News (November 2011 to August 2014) •Associate, McKinsey & Company (August 2003 to October 2006) •Associate, Avenue Capital Group (October 2006 to November 2009) •Venture Partner, Metrodora Ventures •New York Times Bestselling Author •Executive Producer of GUSTY featured on AppleTV+ Other Professional Experience and Community Involvement •Board of Directors, The School of American Ballet •Board of Directors, The Africa Center •Board of Directors, Weill Cornell Medical College •Board of Directors, HiddenLight Productions Limited •Board of Directors, Columbia University’s Mailman School of Public Health •Faculty, Columbia University Mailman School of Public Health •Co-Chair, Advisory Board of the Of Many Institute at New York University Education •B.A., Stanford University •Master of Public Health, Columbia University's Mailman School of Public Health •MPhil, Oxford University •Doctorate in International Relations, Oxford University Board Membership Qualifications Ms. Clinton’s broad public policy experience and keen intellectual acumen enhance the diversity of skills, backgrounds and opinions represented on the Board. |
Director Nominee Biographies
| 2024 Proxy Statement | 23 | Expedia Group |
Director Nominee Biographies
| | Proposal 1 |
Director Nominee Biographies
| Henrique Dubugras Director Since | 2022 Age | 28 Board Committees: •None Other Public Company Boards (within past 5 years): •Mercado Libre, Inc. (since June 2017) | Professional Highlights •Co-Chief Executive Officer, Brex Inc., an AI-powered spend platform (since co-founding in 2017) •Co-Founder and Chief Executive Officer, Pagar.me (until acquisition in September 2016) •Founder, EduqueMe •Founder, Estudar nos EUA Education •Studied Computer Science at Stanford University (September 2016 to March 2017) Board Membership Qualifications Mr. Dubugras has a deep understanding of the technology sector, where he has founded and developed several companies. Mr. Dubugras has significant B2B experience, expertise in the area of online payments systems, and a track record of driving innovation, which the board believes give him particular insight into Expedia Group’s business and operations. |
Director Nominee Biographies
| Expedia Group | 24 | 2024 Proxy Statement |
Director Nominee Biographies
| Proposal 1 | |
Director Nominee Biographies
| Ariane Gorin President, Expedia for Business, and CEO Designate Director Since | 2024 Age | 49 Board Committees: •None Other Public Company Boards (within past 5 years): •Adecco Group (since 2017) •trivago, N.V. (2020 to 2021) | Professional Highlights •Expedia Group (since 2013) •President, Expedia for Business (since June 2021) •President, Expedia Business Services (December 2019 to June 2021) •President, Expedia Partner Solutions (December 2017 to December 2019) •Senior Vice President and General Manager, Expedia Partner Solutions (June 2014 to November 2017) •Vice President, EMEA Market Management (March 2013 to June 2014) •Microsoft Corporation (2003 to 2013) •Director, Microsoft Office Division France (2010 to 2013) and successive sales, distribution and marketing roles (2003 to 2013) •Consultant, Boston Consulting Group (2000 to 2002) Education •MBA, Kellogg Graduate School of Management, Northwestern University •BA, Economics, University of California at Berkeley Board Membership Qualifications Ms. Gorin has extensive experience and expertise in the global travel business, and a track record of driving growth in international and domestic travel, marketing and sales organizations. |
Director Nominee Biographies
| 2024 Proxy Statement | 25 | Expedia Group |
Director Nominee Biographies
| | Proposal 1 |
Director Nominee Biographies
| Craig Jacobson Independent Director Director Since | 2007 Age | 71 Board Committees: •Audit Committee •Compensation Committee •Nominating Committee (Chair) Other Public Company Boards (within past 5 years): •Charter Communications, Inc. (since July 2010) •Oaktree Specialty Lending Corporation (since October 2017) •Tribune Media Company (December 2010 to September 2019) | Professional Highlights •Founding Partner, Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, Kaller, Gellman, Meigs & Fox, L.L.P., an entertainment law firm (since 1989) •Board of Directors, Ticketmaster (August 2008 to January 2010) •Co-founder, New Form Digital •Co-founder, Whisper Advisors Education •B.A., Brown University •J.D., George Washington University School of Law Board Membership Qualifications Mr. Jacobson has extensive legal and business knowledge and experience in corporate governance matters. Mr. Jacobson also has significant financial knowledge gained during his years practicing law and advising media companies, as well as his service as a director serving on public and private company boards. |
Director Nominee Biographies
| Expedia Group | 26 | 2024 Proxy Statement |
Director Nominee Biographies
| Proposal 1 | |
Director Nominee Biographies
| Dara Khosrowshahi Director Since | 2005 Age | 54 Board Committees: •None Other Public Company Boards (within past 5 years): •Uber Technologies, Inc. (since September 2017) •Grab Holdings Limited (since March 2018) •Aurora Innovation, Inc. (since January 2021) | Professional Highlights •Chief Executive Officer, Uber Technologies, Inc., a technology platform company (since September 2017) •Chief Executive Officer and President, Expedia Group (August 2005 to August 2017) •Chief Executive Officer, IAC Travel (January 2005 to August 2005) •Executive Vice President and Chief Financial Officer, IAC (January 2002 to January 2005) •Executive Vice President, Operations and Strategic Planning, IAC (July 2000 to January 2002) •President, USA Networks Interactive (1999 to 2000) •Vice President of Strategic Planning, IAC (1998), Senior Vice President (1999) •Vice President, Allen & Company LLC (1995 to 1998) •Director, The New York Times Company (2015 to 2017) •Director, TripAdvisor, Inc. (2011 to 2013) Other Professional Experience and Community Involvement •Board member, Him for Her (since August 2023) Education •B.A., Brown University Board Membership Qualifications Mr. Khosrowshahi possesses in-depth experience with and knowledge of the online travel industry gained through his prior service as Chief Executive Officer of IAC Travel, as Chief Executive Officer of Expedia Group and as a director of TripAdvisor, Inc. and trivago N.V. Mr. Khosrowshahi also has a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. |
Director Nominee Biographies
| 2024 Proxy Statement | 27 | Expedia Group |
Director Nominee Biographies
| | Proposal 1 |
Director Nominee Biographies
| Patricia Menendez Cambo Independent Director Director Since | 2021 Age | 57 Board Committees: •Audit Committee Other Public Company Boards (within past 5 years): •None | Professional Highlights •Member, Latam Strategic Advisory Board, Itau Unibanco (since June 2023) •Director, City National Bank of Florida (since October 2022) •Managing Partner, Director and General Counsel SBLA Advisers Corp./SoftBank Latin America Fund and Deputy General Counsel SoftBank Group International (May 2019 to June 2022) •Director and General Counsel, SB Opportunity Fund (June 2020 to May 2022) •Vice Chair, Chair, Global Practice Group; Co-Chair, Global Corporate and Securities Practice; and Executive Committee Member, Greenberg Traurig, LLP (1994 to 2019) •Director of several global technology subsidiaries, of Telefonica S.A. (2000 to 2002) Other Professional Experience and Community Involvement •Member, Board of Advisors, University of Pennsylvania Carey Law School •Member, Board of Trustees, University of Miami Education •J.D., University of Pennsylvania Carey Law School •Bachelor of Business Administration, University of Miami Board Membership Qualifications Ms. Menendez Cambo has extensive experience as a trusted business and legal advisor on corporate, finance and investment matters, a high level of expertise in corporate governance and other corporate legal matters and has taken a leadership role on diversity, inclusion and gender equity matters. |
Director Nominee Biographies
| Expedia Group | 28 | 2024 Proxy Statement |
Director Nominee Biographies
| Proposal 1 | |
Director Nominee Biographies
| Alex von Furstenberg Director Since | 2015 Age | 54 Board Committees: •None Other Public Company Boards (within past 5 years): •IAC (since 2008) •Vimeo (since June 2023) | Professional Highlights •Chief Investment Officer, Ranger Global Advisors, LLC, a family office focused on value-based investing (since founding in June 2011) •Founder and Co-Managing Member and Chief Investment Officer, Arrow Capital Management, LLC (since 2003) •Chief Investment Officer, Arrow Investments, Inc. (since 2001) Other Professional Experience and Community Involvement: Other Professional Experience and Community Involvement •Director Giovanni Agnelli (since May 2023) •Director, La Scogliera (2016 to 2020) •Partner and Co-Chairman of the Board, Diane von Furstenberg Studio, LLC •Director, The Diller-von Furstenberg Family Foundation •Director, Friends of the High Line philanthropy Board Membership Qualifications Mr. von Furstenberg has private investment and board experience, which the Board of Directors believes give him particular insight into capital markets and investment strategy, as well as a high level of financial literacy. Mr. von Furstenberg is Mr. Diller’s stepson. |
Director Nominee Biographies
| 2024 Proxy Statement | 29 | Expedia Group |
Director Nominee Biographies
| | Proposal 1 |
Director Nominee Biographies
| Alexandr Wang Independent Director Director Since | 2023 Age | 27 Board Committees: •None Other Public Company Boards (within past 5 years): •None | Professional Highlights •Founder and Chief Executive Officer, Scale AI, a leading test and evaluation partner for artificial intelligence companies (since 2016) Other Professional Experience and Community Involvement •Medalist in national math, computing, and physics competitions, including prestigious USA Math Olympiads, USA Physics Olympiads, and USA Computing Olympiad Education •Studied machine learning at Massachusetts Institute of Technology (before dropping out to found Scale AI) Board Membership Qualifications Mr. Wang has extensive technology experience and expertise, including in artificial intelligence and machine learning. He also brings valuable perspective from his experience as Chief Executive Officer of a high-growth technology company. |
Director Nominee Biographies
| Expedia Group | 30 | 2024 Proxy Statement |
Director Nominee Biographies
| Proposal 1 | |
Director Nominee Biographies
| Julie Whalen Chief Financial Officer Director Since | 2019 Age | 53 Board Committees: •None Other Public Company Boards (within past 5 years): •None | Professional Highlights •Executive Vice President and Chief Financial Officer, Expedia Group (since September 2022) •Executive Vice President and Chief Financial Officer, Williams-Sonoma, Inc. (2012 to September 2022) •Senior Vice President, Finance and Treasurer, Williams-Sonoma, Inc. (progressing finance roles from 2001 to 2012) Education •B.S. in Accounting, Pepperdine University •J.D., Pepperdine University Board Membership Qualifications Ms. Whalen has extensive experience in public company finance, accounting and SEC reporting matters. Having been a senior leader of another large public company, she also brings corporate governance, risk management, investor relations and operational expertise to our board. |
Director Nominee Biographies
At the 2024 Annual Meeting, stockholders will be asked to elect 13 members to the Board of Directors, each to hold office for a term ending on the date of the next annual meeting of stockholders or until each such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s death, removal or resignation). The election of the Combined Stock Nominees requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Expedia Group common stock and Class B common stock, present in person or represented by proxy, voting together as a single class. The election of the Common Stock Nominees requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Expedia Group common stock, present in person or represented by proxy, voting as a separate class. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.
Director Nominee Biographies
| 2024 Proxy Statement | 31 | Expedia Group |
Director Nominee Biographies
| Advisory Vote on Expedia Group's Named Executive Officer Compensation |
Director Nominee Biographies
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are providing stockholders the opportunity to vote at the 2024 Annual Meeting to approve, on an advisory or non-binding basis, the compensation of Expedia Group’s named executive officers as disclosed in this proxy statement in accordance with SEC rules. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory vote only, and is not binding on the Company or our Board of Directors. Although the vote is non-binding, the Compensation Committee and the Board of Directors value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement the Compensation Committee will consider the impact of such vote on its compensation policies and decisions. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders an opportunity to endorse or not endorse our executive officer pay program and policies through the following resolution: “RESOLVED, that the stockholders approve, on an advisory basis, the 2023 compensation paid to the named executive officers, as disclosed in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2023 Summary Compensation Table, and the other related tables and disclosure.” Expedia Group’s executive compensation program is designed to attract, retain and motivate highly skilled executives with the business experience and acumen that management and the Compensation Committee believes are necessary for achievement of Expedia Group’s long-term business objectives. In addition, the executive compensation program is designed to reward short- and long-term performance and to align the financial interests of executive officers with the interests of Expedia Group’s stockholders. Please refer to the “Compensation Discussion and Analysis” section for a detailed discussion of Expedia’s executive compensation practices and philosophy. Expedia Group is asking for stockholder approval of the compensation of Expedia Group’s named executive officers as disclosed in this proxy statement in accordance with SEC rules, which disclosures include the disclosures in the “Executive Compensation" and "Compensation Discussion and Analysis” sections, the compensation tables and the narrative discussion following the compensation tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation of Expedia Group’s named executive officers and the policies and practices described in this proxy statement.
Stockholder Advisory Vote on Named Executive Officer Compensation and Stockholder Engagement
| What We Heard | How We Responded | Intended Outcome and When Effective | | Long-term incentive compensation program insufficiently performance-based (that is, majority of executive officer long-term incentive compensation time-based) | This feedback reaffirmed the earlier decision of the Compensation Committee of our Board of Directors to undertake a comprehensive review and redesign of our PSU award program | The Compensation Committee has approved a redesign of our PSU award program beginning with our 2024 equity awards to our executive officers as described in more detail in “PSU Award Program Redesign” below | | Limited number of executive officers receive performance-based equity in the form of PSU awards | Our Compensation Committee will carefully consider the future mix (performance-based versus time-based) of the equity awards granted to our executive officers and extend the grant of performance-based equity in the form of PSU awards as it determines to be appropriate | •For the first time in March 2024, our Chairman and Senior Executive received 50% of his annual equity compensation in the form of a PSU award •Since 2020, our Chief Financial Officer and Chief Legal Officer have each received 50% of their annual equity compensation in the form of a PSU award and our Chief Accounting Officer has received 25% of his annual equity compensation in the form of a PSU award •As part of the compensation package awarded to Ms. Gorin in connection with her appointment as our Chief Executive Officer in February 2024, our Board of Directors approved 50% of the target value of her equity compensation to be in the form of a PSU award | | Lack of responsiveness to concerns reflected in prior years’ stockholder votes | At our 2023 Annual Meeting of Stockholders, we held a non-binding, advisory vote on the frequency of future Say-on-Pay votes; consistent with the recommendation of our Board of Directors, stockholders expressed a preference for annual, rather than triennial, Say-on-Pay votes; subsequently, our Board of Directors determined that Say-on-Pay votes will be conducted annually | We are conducting our initial annual Say-on-Pay vote at the Annual Meeting of Stockholders to which this Proxy Statement relates |
Stockholder Advisory Vote on Named Executive Officer Compensation and Stockholder Engagement
| What We Heard | How We Responded | Intended Outcome and When Effective | | Absence of annual short-term incentive compensation program | After a thorough evaluation of our executive compensation philosophy, a review of competitive market practice and re-examination of its belief that our current executive compensation program design increased the incentives for our employees to focus on long-term stockholder value creation, our Compensation Committee reaffirmed its 2021 decision to compensate executives through base salary and long-term incentives. | While determining not to introduce a new annual short-term incentive compensation program for 2024, our Compensation Committee will continue to evaluate this issue as part of its annual review of our executive compensation program design |
PSU Award Program Redesign
PSU Award Program Redesign As part of its annual evaluation of the efficacy of the various elements of our executive compensation program, and after taking into consideration the feedback received during our ongoing stockholder outreach efforts from our major non-affiliated stockholders with respect to our long-term incentive compensation program for our executive officers, in March 2024, the Compensation Committee approved the redesign of the PSU award component of the program. Beginning in 2024, PSU awards will be subject to the following terms and conditions: •The applicable performance measures will be the compound annual growth rate of (i) our revenue and (ii) our adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), rather than our compound annual stock price growth rate; •The performance measures will be equally weighted and contain a rigorous payout scale, with threshold, target and maximum payout levels, and with performance below threshold level resulting in 0% payout; •Our performance for these two measures will be determined over a three-year performance period; •The awards will continue to require: ◦employment through the vesting date; and ◦the maximum potential payout will be capped at 200% of the target award based on our actual performance over the performance period. We value the opinions of our stockholders on corporate governance, executive compensation and related matters. Our Board of Directors and the Compensation Committee will continue to consider the annual result of the Say-on-Pay vote, as well as feedback received throughout the year, when evaluating our corporate governance policies and practices and making compensation decisions for our executive officers, including our named executive officers. Our stockholders are invited to express their views to our Board of Directors and Compensation Committee as described under “Corporate Governance and Board of Directors – Communications with the Board” in this Proxy Statement. We also intend to continue to engage in dialogue with our major stockholders throughout the year about various topics, including our executive compensation program.
PSU Award Program Redesign
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PSU Award Program Redesign
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PSU Award Program Redesign
In addition, consistent with the recommendation of our Board of Directors and the preference of our stockholders as reflected in the non-binding, advisory vote on the frequency of future Say-on-Pay votes held at our 2023 Annual Meeting of Stockholders, we intend to hold a Say-on-Pay vote every year, beginning with the Say-on-Pay proposal in this Proxy Statement. This policy will remain in effect until the next stockholder vote on the frequency of non-binding, advisory votes on the compensation of our named executive officers, which is expected to be held at the 2029 Annual Meeting of Stockholders.
Role of Compensation Consultant
Role of Compensation Consultant In connection with the Compensation Committee’s 2023 annual compensation review, Compensia, a national compensation consulting firm, was retained to conduct an independent review of the applicable compensation peer group for positions held by our executive officers and to compile data from proxy statements and other SEC filings of peer companies regarding compensation for executive officer positions, where available. Compensia also advised the Compensation Committee in connection with the structuring of performance-based restricted stock unit (“PSU”) awards granted in 2023. In addition, Compensia regularly provides updates to the Compensation Committee on best practices and emerging trends, regulatory issues, equity compensation practices and director pay. Expedia Group also regularly uses non-customized survey or other data from a number of compensation consulting firms. A more detailed description of the compensation peer group review and use of survey and other data provided by compensation consultants is included below in the section titled “Role of Competitive Data and Tally Sheets.” Based on the consideration of the various independence factors specified in applicable SEC and Nasdaq Marketplace Rules, and a review of these factors for 2023, the Compensation Committee determined that its relationship with Compensia and the work of Compensia on behalf of the Compensation Committee does not raise any conflict of interest. The Compensation Committee reviews its compensation consultant’s independence annually.
Role of Competitive Data and Tally Sheets
Role of Competitive Data and Tally Sheets Multiple data sources are considered when reviewing compensation information to ensure that the data reflect compensation practices of relevant companies in terms of size, industry, complexity and geographic location. Among other factors, the following information, when available, is considered when establishing compensation for our executive officers: •Data regarding compensation for comparable executive officer positions that is sourced from recent proxy statements and other SEC filings of peer companies, which include: ◦direct industry competitors; ◦non-industry companies with which Expedia Group commonly competes for talent, including both regional and national, technology-focused competitors; and •salary and equity compensation surveys that include companies of a similar size, based on market capitalization, revenues and other factors. When evaluating and determining executive officer compensation, the Compensation Committee is provided with competitive positioning data for similarly situated executives at companies in our compensation peer group, as well as summary consolidated information about our executive officers’ total compensation, pay history and potential future realizable compensation (commonly called “tally sheets”) to use in setting individual compensation levels. When available, competitive market compensation paid by other peer group companies is considered, but the Compensation Committee does not attempt to maintain a certain target percentile within the compensation peer group or otherwise rely solely on such data. In light of his role as both Chairman and Senior Executive of Expedia Group, a separate compensation peer group composed of executives in broadly comparable roles is considered with respect to Mr. Diller’s compensation.
Role of Competitive Data and Tally Sheets
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Role of Competitive Data and Tally Sheets
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2023 Peer Groups
2023 Peer Groups In the fourth quarter of 2022, the Compensation Committee’s compensation consultant conducted a review of our prior-year peer groups to ensure they remain in general alignment with previously agreed selection criteria, including industry compatibility, annual revenues and market capitalization, and made recommendations for changes to the Compensation Committee. The Compensation Committee ultimately approved the removal from the executive officer peer group of Bread Financial Holdings in light of its low revenue and market capitalization, as well as Carnival, Marriott International, Hilton Worldwide Holdings, and Royal Caribbean Cruises on the basis that these legacy, pure travel industry companies were no longer appropriate peers in light of our strategic transformation into a technology platform company. Correspondingly, the Compensation Committee approved the addition to our executive officer peer group of a mix of eight technology platform and internet retail companies with an appropriate range of revenues and market capitalization: Chewy, DoorDash, Etsy, Lyft, Pinterest, Rocket Companies, Wayfair and Workday. The Compensation Committee made no changes to the Chairman and Senior Executive peer group. The Compensation Committee then considered data regarding compensation for comparable executive officer positions at the following peer companies when approving executive officer compensation during 2023: EXECUTIVE OFFICER PEER GROUP (OTHER THAN CHAIRMAN/SENIOR EXECUTIVE):
2023 Peer Groups
| Activision Blizzard, Inc. | Lyft, Inc. | | Airbnb, Inc. | Pinterest, Inc. | | Booking Holdings, Inc. | Rocket Companies, Inc. | | Chewy, Inc. | Tripadvisor, Inc. | | DoorDash, Inc. | Uber Technologies, Inc. | | eBay, Inc. | VMware Inc. | | Electronic Arts Inc. | Wayfair LLC | | Etsy, Inc. | Workday, Inc. | | Live Nation Entertainment, Inc. | Zillow Group, Inc. | | Lumen Technologies | |
2023 Peer Groups
CHAIRMAN/SENIOR EXECUTIVE PEER GROUP:
2023 Peer Groups
| Caesars Entertainment, Inc. | Host Hotels and Resorts, Inc. | | Carnival Corporation & plc | Hyatt Hotels Corporation | | Charles Schwab | Intuit Inc. | | DISH Network Corporation | Marriott International, Inc. | | The Estee Lauder Companies Inc. | News Corporation | | Fox Corporation | |
2023 Peer Groups
The Compensation Committee reviews each of our peer groups annually and makes adjustments to their composition if warranted, taking into account changes in both our business and the businesses of the companies in each of the peer groups.
2023 Peer Groups
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2023 Peer Groups
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Long-Term Equity Compensation
Long-Term Equity Compensation Long-term equity compensation is designed to align executive compensation with the interests of our stockholders and the long-term performance of Expedia Group and is an important employee retention tool because the equity awards generally vest over a multi-year period, subject to continued service by the award recipient. Equity awards also endeavor to link compensation to financial performance because the value of equity awards ultimately depends on Expedia Group’s stock price and in some cases, vesting of the awards is also subject to performance conditions. The Compensation Committee typically grants equity awards to executive officers upon hire, promotion, in connection with the Compensation Committee’s annual compensation review or entry into a multi-year employment agreement. In recent years, long-term equity awards granted to executive officers have primarily been in the form of performance-based restricted stock units and time-based restricted stock units. Performance-Based Restricted Stock Units (PSUs). We grant equity awards subject to pre-established performance-based vesting conditions. The Compensation Committee initially granted PSU awards to certain senior executives in 2020 to further strengthen the alignment of equity compensation to Company performance and have granted additional PSU awards to senior executives each subsequent year. In each year since 2020, the Chief Financial Officer and the Chief Legal Officer, as direct reports to the CEO, have received 50% of their annual equity compensation in the form of PSU awards (with the remaining 50% in RSUs, as discussed further below). This weighting of PSU awards to RSU awards is consistent with company practice for all direct reports to the CEO. The Chief Accounting Officer, a Senior Vice President and direct report to the CFO, has received 25% of his equity compensation in the form of PSU awards – consistent with company practice for all Senior Vice Presidents. The PSU awards that the Compensation Committee has granted to date have multiple-year performance periods, use rigorous compound annual stock price growth rates as the performance condition, require employment through the 15th day of the second month following the end of the performance period and have a maximum payout capped at 200% of target or lower. In developing performance conditions, performance period, payout scale and other terms of the PSU awards, the Compensation Committee considered market data, the advice of its compensation consultant, the importance of emphasizing overall Company performance and the goal of an incentive clearly and directly aligned with stockholder interests. Restricted Stock Units (RSUs). The Compensation Committee also grants RSU awards to our executive officers and other employees. RSU awards align the interests of our executive officers and other employees with those of our stockholders and help manage the dilutive effect of our equity compensation program. Our RSU awards are subject to service-based vesting conditions. Because RSU awards have value to the recipient even in the absence of stock price appreciation, these awards help us retain and incentivize employees during periods of market volatility, and also result in our granting fewer shares of common stock than through stock options of equivalent grant date fair value. Our RSU awards typically vest over a four-year period, and we believe that they help incentivize our executive officers and other employees to build value that can be sustained over time. From time-to-time, service-based RSU awards granted to our senior executives have also been made subject to stock price performance goals in order to further align our executive officers’ interests with our “pay-for-performance” compensation philosophy and the interests of our stockholders. We expect the Compensation Committee to continue to evaluate the appropriate form and mix of equity-based incentive awards as market conditions evolve. Annual Review Equity Award Process. Management generally recommends annual equity awards in the first quarter of each year when the Compensation Committee meets to review Company and individual performance and to set compensation levels. The meeting at which the Compensation Committee approves these awards is generally scheduled several months in advance and timed to occur after the public disclosure of Expedia Group’s prior year financial statements. The Compensation Committee reviews various factors considered by management when establishing Expedia Group’s equity grant pool, which generally include: •Expedia Group’s prior-year business and financial performance; •potential dilution rates, taking into account projected headcount changes and employee turnover; •equity compensation utilization by technology industry peer companies; •general economic and business conditions; and •competitive compensation market data regarding individual executive award values.
Long-Term Equity Compensation
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Long-Term Equity Compensation
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Long-Term Equity Compensation
For specific grants to executive officers, management makes recommendations based on a variety of factors, including: •individual performance, scope of role and future potential of the executive; •the overall size of the equity grant pool; •individual award value relative to other Company executives for purposes of assessing internal pay equity; •the grant date and realizable value of previous grants and amount of outstanding unvested equity awards; •competitive compensation market data, where comparable; and •the recommendations of the Chairman/Senior Executive and Vice Chairman/Chief Executive Officer, as applicable other than in connection with their own compensation.
Long-Term Equity Compensation
Long-Term Equity Compensation Mr. Kern did not receive an equity grant in 2023, which was consistent with his agreement with the Compensation Committee when his long-term CEO compensation arrangements were approved in 2021. At that time, Mr. Kern and the Compensation Committee agreed that he was not expected to receive additional equity compensation for the term of his employment agreement. The Compensation Committee approved the following combination of RSU and PSU awards for Messrs. Dzielak and Soliday and Ms. Whalen, and an RSU award for Mr. Diller:
Long-Term Equity Compensation
| Name | Number of PSUs | Number of RSUs | | Barry Diller | — | 63,045 | | Julie Whalen | 29,098 | 29,097 | | Robert Dzielak | 21,096 | 21,096 | | Lance Soliday | 1,758 | 5,274 |
Long-Term Equity Compensation
The RSUs and PSUs had the following vesting schedules and, with respect to the PSUs, performance conditions: •The RSU awards vest over four total years with 6.25% on May 15, 2023 and an additional 6.25% on the 15th day of the second month of each of the next 15 fiscal quarters. •The PSU awards “cliff” vest on February 15, 2026, subject to the satisfaction of pre-established performance conditions. There is a target number of PSUs with the ultimate settlement depending upon the compound annual stock price growth rate using a $103.10 starting price (the 10-trading-day trailing average through March 14, 2023) and an ending price based on a 30-day trailing average through December 31, 2025. The following are the payout percentages for the PSU awards, with payout percentages between points determined by linear interpolation:
Long-Term Equity Compensation
| Compound Annual Growth Rate | Implied Average Stock Price Hurdle | Payout | | <5% | — | — | | 5% | $118.21 | 50% | | 10% | $134.67 | 100% | | 15% | $152.54 | 150% | | 20% and higher | $171.86 | 200% |
Long-Term Equity Compensation
In addition to the factors listed above with respect to the annual review of base salary and long-term equity compensation generally, the Compensation Committee also took into account the respective contributions of our named executive officers to the following significant factors when approving their 2023 equity awards: •Strong 2022 financial performance, including: ◦record lodging bookings and lodging revenue; ◦significant earnings growth, with $352 million in full-year net income compared with a net loss of $269 million 2021, and record Adjusted EBITDA; and ◦substantial margin expansion compared to 2021.
Long-Term Equity Compensation
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Long-Term Equity Compensation
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Long-Term Equity Compensation
•Maintained healthy liquidity and balance sheet while also returning significant capital to shareholders and reducing debt burden: ◦generated significant free cash flow; ◦reduced outstanding debt by $2.2 billion; and ◦repurchased 5.2 million shares. •Significant progress made towards the Company’s technological transformation and strategic vision for a platform operating model. •With respect to Mr. Diller, his role in providing strategic direction for the Company, including with respect to each of the matters listed above. The 2023 annual equity awards granted to our named executive officers are reflected in the “Stock Awards” column of the 2023 Summary Compensation Table and the 2023 Grants of Plan-Based Awards Table in the section below titled “Executive Compensation.”
Incentive Compensation Clawback Policy
Incentive Compensation Clawback Policy In September 2023, the Compensation Committee adopted the Expedia Group, Inc. Incentive Compensation Clawback Policy (the “Clawback Policy”) to: •satisfy the requirements of Exchange Act Rule 10D-1 and Listing Rule 5608 of the Nasdaq Stock Market by providing for the recovery from any current or former “Section 16 officer” as defined in Rule 16a-1(f) under the Exchange Act (“covered executives”) of any “erroneously awarded compensation” (as defined in the Clawback Policy) in the event that Expedia Group is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws (an “Accounting Restatement”); and •permit Expedia Group to recover “incentive compensation” (as defined in the Clawback Policy) from covered executives and certain other employees (“covered persons”) where not required by Exchange Act Rule 10D-1 and Rule 5608 in the event that the Compensation Committee determines that such recoupment is warranted upon an Accounting Restatement or upon misconduct resulting in a material violation of law or Expedia Group’s policies that results in significant harm to Expedia Group, taking into account such factors as the Compensation Committee deems appropriate. The Clawback Policy supersedes and replaces Expedia Group’s Incentive Compensation Clawback Policy that took effect on January 1, 2018 and applies to “incentive compensation” of covered persons on or after September 13, 2023; provided, however, that the recoupment in the Clawback Policy required by Exchange Act Rule 10D-1 and Listing Rule 5608 applies only to erroneously-awarded compensation that is “received” (as defined in the Clawback Policy) by a covered executive on or after October 2, 2023. In addition, the equity award agreements for all employees, including the named executive officers, provide for the recovery of equity-based compensation realized during the two years prior to an employee’s termination of employment for “cause” (as defined in the applicable equity award agreement).
Equity Award Grant Practices
Equity Award Grant Practices Expedia Group’s practice has been to schedule Compensation Committee meetings at which equity awards are to be granted well in advance of (and without regard to) the timing of the release of earnings or other material information The majority of our equity awards are granted on an annual basis, typically in March. New hire and ad hoc awards are generally granted monthly throughout the fiscal year.
Change in Control
Change in Control Under the Expedia Group 2005 Plan, the named executive officers are entitled to accelerated vesting of equity awards in the event of a change in control of Expedia Group, if certain conditions are met. Under the prior version of the Expedia Group 2005 Plan, executive officers were eligible for single-trigger acceleration upon a change in control, regardless of whether the awards were converted, assumed, substituted or continued by the surviving entity. On June 10, 2020, based on a recommendation from the Board of Directors, stockholders approved changes to the Expedia Group 2005 Plan that limit the circumstances entitling executive officers to accelerated vesting of future equity awards in the event of a change in control. Equity awards granted after June 10, 2020 to executive officers are eligible for single-trigger acceleration upon a change in control only to the extent such awards are not converted, assumed, substituted or continued by the surviving entity, or are eligible for double-trigger acceleration in the event an executive officer is terminated other than for cause or disability or terminates for good reason within two years following the change in control. See “Potential Payments Upon Termination or Change in Control” for additional details regarding the impact of a change in control event on executive officer compensation.
Severance
Severance
Employment Agreements
Employment Agreements As of December 31, 2023, each of Mr. Dzielak, Mr. Kern and Ms. Whalen had employment agreements with Expedia Group pursuant to which, in the event of a qualifying termination of employment and subject to the executive officer executing a release of claims agreement in favor of Expedia Group: •Expedia Group will continue to pay base salary (i) to Mr. Dzielak for 12 months, except that Expedia Group may, at its sole discretion, choose to extend the payment period to 18 months (whether 12 or 18 months, the “Dzielak Continuation Period”); (ii) to Ms. Whalen for 12 months; and (iii) to Mr. Kern through the longer of (a) the completion of the term of his employment agreement, and (b) 12 months, in each case payable in equal biweekly installments;
Employment Agreements
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Employment Agreements
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Employment Agreements
•Expedia Group will pay a lump sum amount equal to the cost of COBRA health insurance coverage for a period of 12 months for Mr. Kern and Ms. Whalen, and for the Dzielak Continuation Period for Mr. Dzielak; and •except as described below, all equity holdings that otherwise would have vested during the 12-month period following termination of employment will accelerate, provided that equity awards that vest less frequently than annually will be treated as though such awards vested annually; and all vested stock options (including those accelerated) will remain exercisable through the later of 18 months following the date of termination, or, if earlier, through the scheduled expiration date of the options. The exceptions are: ◦The Whalen Initial Equity Award, which will vest in full in the event of a qualifying termination of employment and as described in the section titled “Potential Payments Upon Termination or Change in Control – Equity Awards” below in the event Ms. Whalen terminates her employment for any reason other than good reason; ◦The Kern Option Award granted February 25, 2021, which will vest in full (with the vested portion of the award remaining exercisable until the earlier of the two-year anniversary of the termination date, or the expiration of the award’s original seven-year term); and ◦The Kern RSU Award granted February 25, 2021, which will vest in share amounts that correspond to the award’s respective tranches, and the termination date, as set forth in the section titled “Potential Payments Upon Termination or Change in Control – Equity Awards” below.
Equity Award Agreements - Death or Disability
Equity Award Agreements - Death or Disability Other than with respect to Mr. Kern’s 2021 long-term equity awards, which in the case of death or disability accelerate as described with regard to a qualifying termination above, all outstanding Company equity awards, including those held by our named executive officers, provide for the accelerated vesting of unvested equity awards in the event of a termination of employment due to death or disability (as such termination is described in the Expedia Group 2005 Plan).
Severance Guidelines
Severance Guidelines We have adopted severance guidelines for executives without an employment agreement. The guidelines provide that in the event of a qualifying termination of employment of an executive at Mr. Soliday’s level and with his tenure, Expedia Group may: (i) continue to pay his base salary for six months; (ii) pay an amount equal to COBRA health insurance coverage for a period of six months; (iii) all RSU awards that otherwise would have vested during the three-month period following termination of employment will accelerate; and (iv) a number of PSUs, pro-rated for each full month from the date of grant to the termination date, will remain outstanding and ultimately be settled on the original payout date, based on actual performance during the applicable performance period. The foregoing arrangements are intended to attract and retain qualified executive officers who may have other employment alternatives that may appear to them to be less risky absent these arrangements.
Severance Guidelines
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Severance Guidelines
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2023 Summary Compensation Table
2023 Summary Compensation Table The table below contains information about compensation awarded to our named executive officers for the fiscal years ended December 31, 2023, 2022, and 2021.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Barry Diller Chairman and Senior Executive | 2023 | 465,000 | — | 5,932,535 | — | 821,697 | 7,219,232 | | | 2022 | 465,000 | — | 6,822,517 | — | 748,660 | 8,036,177 | | | 2021 | 466,788 | — | 6,174,816 | — | 546,327 | 7,187,931 | | Peter Kern Vice Chairman and Chief Executive Officer | 2023 | 1,000,000 | — | — | — | 9,900 | 1,009,900 | | | 2022 | 999,999 | — | — | — | 94,474 | 1,094,473 | | | 2021 | 849,999 | — | 157,180,000 | 137,387,250 | 830,500 | 296,247,749 | | Julie Whalen Chief Financial Officer | 2023 | 950,000 | — | 5,633,861 | — | 9,900 | 6,593,761 | | | 2022 | 255,770 | — | 15,832,631 | — | 315,552 | 16,403,953 | | Robert Dzielak Chief Legal Officer and Secretary | 2023 | 950,000 | — | 4,084,608 | — | 9,900 | 5,044,508 | | | 2022 | 950,001 | — | 4,738,755 | — | 9,150 | 5,697,906 | | | 2021 | 892,116 | — | 5,326,049 | — | 8,700 | 6,226,865 | | Lance Soliday Senior Vice President, Chief Accounting Officer and Controller | 2023 | 455,125 | — | 671,240 | — | 9,900 | 1,136,265 | | | 2022 | 440,078 | — | 758,433 | — | 9,150 | 1,207,661 | | | 2021 | 408,174 | — | 704,036 | — | 8,700 | 1,120,910 |
2023 Summary Compensation Table
(1)Reflects base salary earned during the relevant fiscal year. For additional detail see the section above titled “Compensation Discussion and Analysis—Compensation Program Elements—Base Salary.” (2)Reflects aggregate grant date (or modification date) fair value of awards granted or modified in the year indicated, computed in accordance with FASB ASC Topic 718, and in accordance with the assumptions described in the “Stock-Based Compensation” section of “Note 2 - Significant Accounting Policies” in the notes to consolidated financial statements in the Company’s most recent Annual Report on Form 10-K. The grant date (or modification date) fair value of awards reflects an estimate as of the grant date (or modification date) and may not correspond to the actual value recognized by the named executive officers. For PSUs, the value included assumes performance at target levels.
2023 Summary Compensation Table
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2023 Summary Compensation Table
| Executive Compensation | |
2023 Summary Compensation Table
(3)Additional information regarding certain components of amounts reflected in the “All Other Compensation” column is as follows:
2023 Summary Compensation Table
| | Barry Diller | Peter Kern | Julie Whalen | Robert Dzielak | Lance Soliday | | Corporate Aircraft(a) | $811,047 | — | — | — | — | | 401(k) Company Match(b) | — | $9,900 | $9,900 | $9,900 | $9,900 | | Miscellaneous(c) | $10,650 | — | — | — | — |
2023 Summary Compensation Table
(a)Reflects the incremental cost to Expedia Group for 2023 personal use of corporate aircraft jointly owned by each of Expedia Group and IAC. The incremental cost to Expedia Group for Mr. Diller's personal use of these aircraft is based on the average variable operating cost to Expedia Group. Variable operating costs include fuel, certain maintenance costs, navigation fees, onboard catering, landing fees, crew travel expenses and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of hours such aircraft flew to derive an average variable cost per hour. This average variable cost per hour is then multiplied by the hours flown for personal use (for the jointly-owned aircraft, including repositioning flights, commonly referred to as “deadhead” flights), to derive the incremental cost. We do not include fixed costs that do not change based on usage, such as pilots’ salaries, purchase costs, insurance, scheduled maintenance and non-trip-related hangar expenses in the case of the jointly-owned aircraft. Executive officers occasionally have family members or other guests accompany them on business and personal trips, at minimal incremental cost to the Company. While travel by family members or other guests does not result in any incremental cost to the Company, such travel does result in the imputation of taxable income to such executive officers, the amount of which is calculated in accordance with applicable Internal Revenue Service regulations. See the section above titled “Compensation Discussion and Analysis- Compensation Program Elements-Other Compensation” for a description of the Company’s policy regarding the personal use of Company aircraft by executive officers. (b)Represents matching contributions of Expedia Group pursuant the Company’s 401(k) Retirement Savings Plan, under which Expedia Group matches $0.50 for each dollar a participant contributes, up to the first 6% of eligible compensation, subject to applicable Internal Revenue Code limits. (c)Represents the total amount of other benefits provided to Mr. Diller, none of which individually exceeded 10% of the total value of all perquisites and personal benefits. In connection with the IAC/Expedia Group Spin-Off, Expedia Group and IAC agreed that, in light of Mr. Diller’s senior role at both companies and his anticipated use of certain resources for the benefit of both companies, certain expenses associated with such usage would be shared between Expedia Group and IAC. Mr. Diller is provided with the use of certain IT equipment and support for use by certain individuals who work for Mr. Diller personally. In 2023, Expedia Group and IAC each covered 50% of these costs.
2023 Summary Compensation Table
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2023 Summary Compensation Table
| | Executive Compensation |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards During the 2023 fiscal year, the Compensation Committee approved PSU and RSU awards for the named executive officers as follows:
2023 Grants of Plan-Based Awards
| Name | Award Type | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Barry Diller | RSUs(1) | 3/14/2023 | — | — | — | 63,045 | 5,932,535 | | Julie Whalen | RSUs(1) | 3/14/2023 | — | — | — | 29,097 | 2,738,028 | | | PSUs(2) | 3/14/2023 | 14,549 | 29,098 | 58,196 | — | 2,895,833 | | Robert Dzielak | RSUs(1) | 3/14/2023 | — | — | — | 21,096 | 1,985,134 | | | PSUs(2) | 3/14/2023 | 10,548 | 21,096 | 42,192 | — | 2,099,474 | | Lance Soliday | RSUs(1) | 3/14/2023 | — | — | — | 5,274 | 496,284 | | | PSUs(2) | 3/14/2023 | 879 | 1,758 | 3,516 | — | 174,956 |
2023 Grants of Plan-Based Awards
(1)Represents the number of shares of Expedia Group common stock to be issued upon satisfaction of the vesting conditions, without taking into account shares withheld to cover taxes, if any. The Incremental Vesting RSUs vest in 16 equal installments over the four-year period beginning with the first vest of 6.25% on May 15, 2023, and continuing with an additional 6.25% vesting on the 15th day of the second month of each of the subsequent 15 fiscal quarters, subject to the executive officer's continued employment with the Company. (2)The amounts shown reflect the range of number of PSUs that could be earned as of the end of the performance period and represent the number of shares of Expedia Group common stock to be issued upon satisfaction of the conditions to vesting, without taking into account shares withheld to cover taxes, if any. The PSUs vest 100% on February 15, 2026, based on the satisfaction of performance conditions that are tied to the Company's compound annual stock price growth rate, determined using a $103.10 starting price (the 10-trading-day trailing average of Expedia Group’s common stock price through March 14, 2023) and an ending price based on a 30-trading-day trailing average through December 31, 2025, and subject to the executive officer's continued employment with the Company. (3)These amounts reflect an estimate of the grant date fair value computed in accordance with FASB ASC Topic 718, and in accordance with the assumptions described in the “Stock-Based Compensation” section of “Note 2 - Significant Accounting Policies” in the notes to consolidated financial statements in the Company’s most recent Annual Report on Form 10-K. The grant date fair value of awards reflects an estimate as of the grant date and may not correspond to the actual value that will be recognized by the executive officers. For PSUs, the value included assumes performance at target levels.
2023 Grants of Plan-Based Awards
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2023 Grants of Plan-Based Awards
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Outstanding Equity Awards at 2023 Year-End
Outstanding Equity Awards at 2023 Year-End The following table presents information concerning the stock options, RSUs, and PSUs held by our named executive officers as of December 31, 2023. The market value of the RSUs is based on the $151.79 closing price of Expedia Group common stock on the Nasdaq Stock Market on December 29, 2023, the last trading day of the year.
Outstanding Equity Awards at 2023 Year-End
| | | | Option Awards | | | | Stock Awards | | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Name | Grant Date(1) | | | | | | | | | | | Barry Diller | 02/28/2017 | A | 150,000 | — | 119.04 | 02/28/2024 | — | — | — | — | | | 02/25/2021 | B | — | — | — | — | 12,277 | 1,863,526 | — | — | | | 03/21/2022 | B | — | — | — | — | 20,179 | 3,062,970 | — | — | | | 03/14/2023 | B | — | — | — | — | 51,225 | 7,775,443 | — | — | | Peter Kern | 02/28/2020 | C | — | — | — | — | 1,584 | 240,435 | — | — | | | 02/25/2021 | D | — | — | — | — | 1,000,000 | 151,790,000 | — | — | | | 02/25/2021 | E | — | 2,275,000 | 157.18 | 02/25/2028 | — | — | — | — | | Julie Whalen | 09/28/2022 | F | — | — | — | — | 165,078 | 25,057,190 | — | — | | | 03/14/2023 | B | — | — | — | — | 23,642 | 3,588,619 | — | — | | | 03/14/2023 | G | — | — | — | — | — | — | 29,098 | 4,416,785 | | Robert Dzielak | 03/02/2018 | H | 25,640 | — | 104.5 | 03/02/2025 | — | — | — | — | | | 03/02/2018 | A | 20,251 | — | 104.5 | 03/02/2025 | — | — | — | — | | | 02/28/2020 | C | — | — | — | — | 1,109 | 168,335 | — | — | | | 02/25/2021 | B | — | — | — | — | 4,855 | 736,940 | — | — | | | 02/25/2021 | I | — | — | — | — | 7,768 | 1,179,105 | — | — | | | 03/21/2022 | B | — | — | — | — | 6,454 | 979,653 | — | — | | | 03/21/2022 | J | — | — | — | — | — | — | 5,738 | 870,895 | | | 03/14/2023 | B | — | — | — | — | 17,141 | 2,601,832 | — | — | | | 03/14/2023 | G | — | — | — | — | — | — | 21,096 | 3,202,162 | | Lance Soliday | 02/28/2017 | A | 4,739 | — | 119.04 | 02/28/2024 | — | — | — | — | | | 03/02/2018 | A | 14,903 | — | 104.50 | 03/02/2025 | — | — | — | — | | | 02/28/2020 | C | — | — | — | — | 238 | 36,126 | — | — | | | 02/25/2021 | B | — | — | — | — | 1,004 | 152,397 | — | — | | | 02/25/2021 | I | — | — | — | — | 536 | 81,359 | — | — | | | 03/21/2022 | B | — | — | — | — | 1,613 | 244,837 | — | — | | | 03/21/2022 | J | — | — | — | — | — | — | 478 | 72,556 | | | 03/14/2023 | B | — | — | — | — | 4,286 | 650,572 | — | — | | | 03/14/2023 | G | — | — | — | — | — | — | 1,758 | 266,847 |
Outstanding Equity Awards at 2023 Year-End
(1) Represents the date on which the award grant was approved by the Compensation Committee or the Section 16 Committee, which was dissolved on July 26, 2019. AOptions vest in four equal annual installments, beginning the February 15th following the grant date, and continuing on February 15 in each of the following three years.
Outstanding Equity Awards at 2023 Year-End
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Outstanding Equity Awards at 2023 Year-End
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Outstanding Equity Awards at 2023 Year-End
BRSUs vest over four years in 16 equal installments with the first vest of 6.25% occurring the May 15th following the grant date and an additional 6.25% vesting on the 15th day of the second month of each of the next 15 fiscal quarters. CRSUs vest 25% on the February 15th following the grant date, and thereafter vest 6.25% on the 15th day of the second month of each succeeding fiscal quarter until fully vested. DRSUs vest 50% on June 1, 2024; 25% on June 1, 2025; and 25% on June 1, 2026; subject to Mr. Kern's continued employment with the Company through each vesting date. EOptions vest 100% on June 1, 2024. FRSUs vest in full on September 26, 2026, subject to Ms. Whalen's continued employment with the Company through the vesting date. GPSUs vest 100% on February 15, 2026, subject to the satisfaction of performance conditions that are tied to the Company's compound annual stock price growth rate, determined using a $103.10 starting price (the 10-trading-day trailing average of Expedia Group’s common stock price through March 14, 2023) and an ending price based on a 30-trading-day trailing average through December 31, 2025. The value shown assumes performance at target levels. HOptions vested 100% on February 15, 2023. IThe performance period for this PSU award ended as of December 31, 2023. The value shown reflects threshold level payout, as approved by the Compensation Committee on February 7, 2024, with vesting subject to the executive’s continued service through February 15, 2024. JPSUs vest 100% on February 15, 2025, subject to the satisfaction of performance conditions that are tied to the Company's compound annual stock price growth rate, determined using a $189.55 starting price (the 30-day trailing average of Expedia Group’s common stock price through February 28, 2022) and an ending price based on a 30-day trailing average through December 31, 2024. The value shown assumes performance at threshold levels.
Outstanding Equity Awards at 2023 Year-End
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Outstanding Equity Awards at 2023 Year-End
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2023 Options Exercised and Stock Vested
2023 Options Exercised and Stock Vested The following table displays exercised stock options and vested RSUs for the named executive officers during 2023.
2023 Options Exercised and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Barry Diller | — | — | 33,148 | 3,630,368 | | Peter Kern | — | — | 6,338 | 695,550 | | Julie Whalen | — | — | 5,455 | 589,162 | | Robert Dzielak | 70,000 | 1,082,251 | 26,636 | 3,164,612 | | Lance Soliday | 14,587 | 184,003 | 4,004 | 440,562 |
2023 Options Exercised and Stock Vested
(1)Value realized on exercise of options calculated by multiplying (i) the number of shares of Expedia Group common stock acquired upon exercise of the options by (ii) the difference between the (A) closing price of Expedia Group common stock on the Nasdaq Stock Market on the exercise date and (B) the exercise price of the options. (2)Represents the gross number of shares acquired upon vesting of RSUs without taking into account any shares withheld to satisfy applicable tax obligations. (3)Value realized on vesting of RSUs calculated by multiplying (i) the gross number of shares acquired upon vesting of RSUs by (ii) the closing price of Expedia Group common stock on the Nasdaq Stock Market on the vesting date, or if the Nasdaq Stock Market was closed for trading on the vesting date, the immediately preceding trading day.
2023 Options Exercised and Stock Vested
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2023 Options Exercised and Stock Vested
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Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Certain of our named executive officers have entered into employment agreements and related equity award agreements that provide for salary continuation, accelerated equity award vesting, and other severance benefits in the event of a change in control of the Company or upon the termination of the executive’s employment with Expedia Group under specified circumstances. These plans and agreements are described below as they apply to our named executive officers.
Estimated Potential Payments Upon Termination or Change in Control
Estimated Potential Payments Upon Termination or Change in Control The table below describes and quantifies certain amounts that would become payable to our named executive officers upon certain terminations of employment or change in control events, in each case assuming that the relevant event occurred on December 31, 2023. These amounts, which exclude the effect of any applicable taxes, are based on: •the named executive officer’s base salary as of December 31, 2023; •the stock options, RSUs, and PSUs held by the named executive officer as of December 31, 2023; and •the closing price of Expedia Group common stock on December 29, 2023, the last trading day of the year ($151.79). These figures are estimates of the incremental amounts that would be paid to the executive upon such an event. Any actual amounts payable can only be determined at the time of the relevant event. In addition to these amounts, certain other amounts and benefits generally payable and made available to other Company employees upon termination of employment, including payments for accrued but unpaid salary, will generally be payable to our named executives.
Estimated Potential Payments Upon Termination or Change in Control
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Estimated Potential Payments Upon Termination or Change in Control
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Estimated Potential Payments Upon Termination or Change in Control
| Name and Benefits | Qualifying Termination(1) ($) | Stock Price Performance Goal Satisfied (w/ Qualifying Termination)(2) ($) | Death or Disability ($) | Change in Control(3) ($) | Change in Control Plus Awards Not Assumed, and Termination within 2 years(4) ($) | | Barry Diller | | | | | | | Incremental Vesting Equity Awards | — | — | 12,701,939 | — | 12,701,939 | | Total Estimated Incremental Value | — | — | 12,701,939 | — | 12,701,939 | | Peter Kern | | | | | | | Cash Severance (salary) | 1,000,000 | — | — | — | — | | COBRA Benefit | 26,781 | — | — | — | — | | Incremental Vesting Equity Awards | 240,435 | — | 240,435 | 240,435 | — | | 2021 Kern RSU Award | 145,507,564 | — | 145,507,564 | — | 151,790,000 | | 2021 Kern Option Award | — | — | — | — | — | | Total Estimated Incremental Value | 146,774,780 | — | 145,747,999 | 240,435 | 151,790,000 | | Julie Whalen | | | | | | | Cash Severance (salary) | 950,000 | — | — | — | — | | COBRA Benefit | 26,778 | — | — | — | — | | Incremental Vesting Equity Awards(5) | 26,161,310 | — | 28,645,809 | — | 28,645,809 | | Performance Stock Unit Awards | — | 1,472,262 | 4,416,785 | — | 4,416,785 | | Total Estimated Incremental Value | 27,138,088 | 1,472,262 | 33,062,594 | — | 33,062,594 | | Robert Dzielak | | | | | | | Cash Severance (salary)(6) | 1,425,000 | — | — | — | — | | COBRA Benefit(6) | 28,058 | — | — | — | — | | Incremental Vesting Equity Awards | 1,993,762 | — | 4,486,761 | 168,335 | 4,318,425 | | Performance Stock Unit Awards(7) | — | 3,407,686(8) | 6,123,057 | — | 6,123,057 | | Total Estimated Incremental Value | 3,446,820 | 3,407,686 | 10,609,818 | 168,335 | 10,441,482 | | Lance Soliday(9) | | | | | | | Incremental Vesting Equity Awards | — | — | 1,083,932 | 36,126 | 1,047,806 | | Performance Stock Unit Awards(7) | — | — | 493,318 | — | 493,318 | | Total Estimated Incremental Value | — | — | 1,577,250 | 36,126 | 1,541,124 |
Estimated Potential Payments Upon Termination or Change in Control
(1)Qualifying Termination is described in the section above titled “Employment Agreement Severance Provisions - Qualifying Termination.” “COBRA Benefit” relates to the payment of a lump sum amount equal to the cost of COBRA health insurance coverage for 12 months upon the Qualifying Termination of Mr. Kern and Ms. Whalen; and in the case of Mr. Dzielak’s Qualifying Termination, the lump sum amount will correspond to the cost of COBRA coverage during the Dzielak Continuation Period. (2)Represents the incremental amounts, above and beyond the corresponding amounts in the preceding "Qualifying Termination" column, payable by virtue of applicable performance goals having been satisfied in connection with a Qualifying Termination. (3)Reflects accelerated vesting for awards granted to the named executive officers before June 2020 pursuant to the Amended 2005 Plan as described in the sections above titled “Expedia Group 2005 Plan Change in Control Equity Acceleration - Equity granted before June 2020” and “Performance Stock Unit Awards.”
Estimated Potential Payments Upon Termination or Change in Control
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Estimated Potential Payments Upon Termination or Change in Control
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Estimated Potential Payments Upon Termination or Change in Control
(4)Reflects accelerated vesting for awards granted to the named executive officers after June 2020 pursuant to the Amended 2005 Plan as described in the section above titled “Expedia Group 2005 Plan Change in Control Equity Acceleration - Equity granted after June 2020” and “Performance Stock Unit Awards.” (5)Assuming Ms. Whalen's termination of employment as of December 31, 2023 for any reason other than good reason, as further described in the section above titled "Employment Agreement Severance Provisions — Whalen Initial RSU Award," she would receive $7,830,372 in respect of the partial vesting of the Whalen Initial Equity Award. The termination for any reason other than good reason scenario is mutually exclusive to each of the other five scenarios represented in the header rows of this table. (6)The amount of Cash Severance (salary) and Health and Benefits for Mr. Dzielak assumes that Expedia Group has chosen to extend the Dzielak Continuation Period to 18 months. (7)Reflects 50% payout for PSUs with performance period that ended on December 31, 2023. (8)For PSUs with performance period ending after December 31, 2023, reflects incremental value of 12-months forward vesting at target level. These PSUs will vest after the end of the applicable performance periods, with the number of PSUs vesting based on performance against applicable stock price goals at that time. (9)Mr. Soliday has not entered into an employment agreement with the Company that provides for Qualifying Termination benefits; assuming however that Mr. Soliday received compensation consistent with the Company's Severance Guidelines, as described in the above section "Compensation Discussion and Analysis — Severance — Severance Guidelines", upon an assumed a Qualifying Termination on December 31, 2023, he would receive the following estimated supplemental amounts: $229,250 (Cash Severance), $13,389 (COBRA Benefit), and $143,897 (Incremental Vesting Equity Awards); plus an additional $244,388 in respect of Performance Stock Unit Awards in the event that performance goals were satisfied in connection with the foregoing scenario.
Estimated Potential Payments Upon Termination or Change in Control
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Estimated Potential Payments Upon Termination or Change in Control
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Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations, we are providing the information below regarding the ratio of the annual total compensation of our median compensated employee to that of our Vice Chairman/Chief Executive Officer (the “CEO Pay Ratio”).
2023 CEO Pay Ratio
2023 CEO Pay Ratio The ratio of Mr. Kern’s annual total compensation for 2023 to the median employee's annual total compensation, determined as described above, was 10:1. The pay ratio disclosure set forth above is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the related pay ratio permit companies to use a wide range of methodologies, estimates and assumptions. As a result, the pay ratios reported by other companies may be based on other permitted methodologies and/or assumptions, and as a result, are likely not comparable to our pay ratio.
2023 CEO Pay Ratio
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2023 CEO Pay Ratio
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Pay Versus Performance
Pay Versus Performance SEC rules require us to provide the information below regarding compensation for Peter Kern, our Chief Executive Officer, and our other named executive officers for each of the covered fiscal years listed below. For purposes of this disclosure, Mr. Kern is referred to as our “PEO” (principal executive officer) and the other named executive officers as a group for each of the covered fiscal years are referred to as our “Non-PEO NEOs.” Two Compensation Calculation Methodologies: SCT and CAP. SEC rules require that for each covered fiscal year, we include both (i) total compensation as calculated under SEC rules for the summary compensation table (“SCT Total”), and (ii) compensation calculated using the methodology required by the SEC, referred to as Compensation Actually Paid (“CAP”). The difference between the SCT Total and the CAP amounts for our PEO and Non-PEO NEOs relates solely to the fluctuations in the valuation of the equity component included. Valuation of Equity for SCT and CAP Totals. For the SCT Total, the value of equity included is the fair value of equity awards granted during the relevant fiscal year (as reported in the "Stock Awards" and "Option Awards" columns of the summary compensation table). For the CAP total on the other hand, the value of the equity included is calculated as the sum of the following items, adjusted to deduct any values related to prior fiscal year awards forfeited during the covered fiscal year: •Awards granted during the relevant fiscal year that were still outstanding and unvested at year’s end: the year-end fair value. •Awards granted during prior fiscal years that were still outstanding and unvested as of the applicable year-end: the change in value as of the applicable year-end compared with the prior year-end. •Awards granted during the relevant fiscal year that vested during such year: the value as of the vesting date. •Awards granted during prior fiscal years that vested during the covered fiscal year: the change in value as of the vesting date compared with the prior year-end. •Awards granted during prior fiscal years that were modified during the applicable fiscal year: the incremental fair value as of the modification date. See Footnote 4 below for a reconciliation of the SCT totals to CAP totals and details regarding the calculation of the equity components for each. For further information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | SCT Total Compensation for PEO (Mr. Kern) | CAP to PEO (Mr. Kern)(4) | Average SCT Total for Non-PEO NEOs(1) | Average CAP to Non-PEO NEOs(1)(4) | Total Share-holder Return(2) | Peer Group Total Share-holder Return(2) | Net Income (millions) | Stock Price Performance(3) | | 2023 | $1,009,900 | $158,967,169 | $4,998,441 | $13,084,343 | $140.92 | $118.93 | $688 | 73% | | 2022 | $1,094,473 | ($235,842,293) | $7,743,883 | ($6,052,486) | $81.33 | $81.50 | $343 | (52)% | | 2021 | $296,247,749 | $382,114,030 | $5,343,670 | $16,835,835 | $167.78 | $134.41 | $15 | 36% | | 2020 | $4,200,686 | $9,448,369 | $3,143,963 | $10,476,047 | $122.92 | $137.32 | ($2,728) | 22% |
Pay versus Performance Table
(1)Non-PEO NEOs. For 2020 and 2021, the Non-PEO NEOs were Messrs. Diller, Hart, Dzielak, and Soliday. For 2022, the Non-PEO NEOs were the same executives, plus Ms. Whalen. For 2023, the Non-PEO NEOs were Messrs. Diller, Dzielak, and Soliday and Ms. Whalen. (2)Value of fixed investments methodology. Assumes a hypothetical $100 investment on December 31, 2019 and reflects the cumulative total return to holders of Expedia Group’s common stock and the cumulative total returns of the RDG (Research Data Group) Internet Composite Index, which is the industry peer group included in the Stock Performance Graph in our Annual Report on Form 10-K for the year December 31, 2023.
Pay versus Performance Table
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Pay versus Performance Table
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Pay versus Performance Table
(3)Stock Price Performance. Reflected as a percentage calculated by dividing the difference between (i) the closing price of one share of Expedia Group common stock on the last trading day of the applicable fiscal year and (ii) the price on the last trading day of the prior fiscal year, by the closing price of the share on the last trading day of the prior fiscal year. (4)Compensation Actually Paid (CAP). The dollar amounts reported represent the amount of “compensation actually paid” ("CAP"), as computed in accordance with SEC rules and do not reflect the actual amount of compensation earned or received by or paid to our named executive officers during the applicable fiscal year. To calculate CAP in accordance with SEC rules, the following amounts were deducted from, and added to, the applicable SCT totals:
Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance
Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance The three measures listed below represent the most important financial and non-financial performance measures used to link 2023 compensation actually paid to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis.”
Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance
| 2023 Most Important Measures | | Stock Price Performance | | Adjusted EBITDA | | Operational Efficiency |
Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance
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Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance
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Relationship Between Compensation Actually Paid and Financial Performance Measures
Relationship Between Compensation Actually Paid and Financial Performance Measures The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance table above.