DEF 14A of Expedia Group, Inc., Apr 21, 2025

DEF 14A of Expedia Group, Inc.

Filed Apr 21, 2025 · FY20240001324424-25-000019

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. 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 2024 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.

  3. 2024 Director Compensation

    2024 Director Compensation As employee directors, Mr. Diller and Ms. Gorin did not receive compensation for their service as directors during 2024; similarly, Mr. Kern and Ms. Whalen, who resigned from the Board on September 10, 2024 and November 7, 2024, respectively, did not receive any compensation for their service as employee directors during 2024. The following table provides summary information regarding the compensation received by our non-employee directors for their Board service during 2024.

  4. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Beverly Anderson(4) | 60,000 | 249,985 | — | 309,985 | | M. Moina Banerjee(5) | 80,000 | 249,985 | — | 329,985 | | Chelsea Clinton(6)(†) | 92,500 | 249,985 | — | 342,485 | | Henrique Dubugras | 45,000 | 249,985 | — | 294,985 | | Craig Jacobson(7) | 97,500 | 249,985 | — | 347,485 | | Dara Khosrowshahi(*)(†) | 45,000 | 249,985 | — | 294,985 | | Patricia Menendez Cambo(8)(*)(†) | 65,000 | 249,985 | — | 314,985 | | Alex von Furstenberg(†) | 45,000 | 249,985 | — | 294,985 | | Alexandr Wang | 45,000 | 249,985 | — | 294,985 |

  5. 2024 Director Compensation

    (1)This column reports the amount of cash compensation earned in 2024 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, 2024 had the following outstanding RSU awards as of such date: Ms. Anderson, 4,601 RSUs; Ms. Banerjee, 5,393 RSUs; Ms. Clinton, 4,601 RSUs; Mr. Dubugras, 4,818 RSUs; Mr. Jacobson, 4,601 RSUs; Mr. Khosrowshahi, 4,601 RSUs; Ms. Menendez Cambo, 4,601 RSUs; Mr. von Furstenberg, 4,601 RSUs; and Mr. Wang, 3,957 RSUs. (4)Ms. Anderson was a member of the Compensation Committee during 2024. (5)Ms. Banerjee was Chair of the Audit Committee during 2024. (6)Ms. Clinton was Chair of the Compensation Committee and a member of the Nominating Committee during 2024. (7)Mr. Jacobson was Chair of the Nominating Committee and a member of the Audit Committee and Compensation Committee during 2024. (8)Ms. Menendez Cambo was a member of the Audit Committee during 2024. (*) Mr. Khosrowshahi and Ms. Menendez Cambo elected to defer 100% of their 2024 director fees towards share units pursuant to the Director Deferred Compensation Plan. (†) Based on 2024 and prior year deferrals, at December 31, 2024, our non-employee directors had the following deferred share unit balances: Ms. Clinton held 2,518.87 share units; Mr. Khosrowshahi held 1,776.16 share units; Ms. Menendez Cambo held 1,502.62 share units; and Mr. von Furstenberg held 1,546.11 share units.

  6. 2024 Director Compensation

    | Expedia Group | 12 | 2025 Proxy Statement |

  7. 2024 Director Compensation

    | Table of Contents | Corporate Governance and Board of Directors | |

  8. Election of Directors

    Election of Directors

  9. Board of Director Nominees

    Board of Director Nominees At the 2025 Annual Meeting, a board of 11 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 were elected as directors by stockholders at the 2024 annual meeting of stockholders and are being presented for re-election at the 2025 Annual Meeting. The directors below are recommended by the Nominating Committee and nominated by the Board of Directors to be elected as directors at the 2025 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 three directors. The Board has designated Ms. Banerjee, Ms. Menendez Cambo, and Mr. Wang as nominees for the positions on the Board to be elected at the 2025 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, Mr. Dubugras, Ms. Gorin, Mr. Jacobson, Mr. Khosrowshahi, and Mr. von Furstenberg as nominees for the positions on the Board to be elected at the 2025 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.

  10. Board of Director Nominees

    | Our Board of Directors unanimously recommends that you vote "FOR" the election of each of these director nominees. |

  11. Board of Director Nominees

    | Expedia Group | 14 | 2025 Proxy Statement |

  12. Board of Director Nominees

    | Table of Contents | Proposal 1 | |

  13. Board Composition

    Board Composition The Board believes that it is essential for its membership to represent a wide range of perspectives, skills and experiences, in order to achieve the best outcomes. 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.

  14. Board Composition

    | 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 | ✓ | | | | | | ✓ | | | | D. Khosrowshahi | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | | P. Menendez Cambo | | | ✓ | | | | ✓ | ✓ | | | A. von Furstenberg | ✓ | ✓ | | | | | | | ✓ | | A. Wang | | | | ✓ | | ✓ | | ✓ | ✓ |

  15. Board Composition

    | 2025 Proxy Statement | 15 | Expedia Group |

  16. Board Composition

    | | Proposal 1 | Table of Contents |

  17. 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 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.

  18. Director Nominee Biographies

    | Barry Diller Chairman of the Board & Senior Executive Director Since | 2005 Age | 83 Board Committees: •Executive Committee Other Public Company Boards (within past 5 years): •IAC (since 1995) •MGM Resorts International (since 2020) •Coca-Cola Company (2002 to August 2024) | Professional Highlights •Expedia Group, Chairman of the Board and Senior Executive, (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 •President and Director, The Diller - von Furstenberg Family Foundation •President and Chair, Little Island Board Membership Qualifications As result of his involvement with Expedia Group both while it was operated within IAC and since the completion of Expedia Group’s spin-off from IAC on August 9, 2005 (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. |

  19. Director Nominee Biographies

    | Expedia Group | 16 | 2025 Proxy Statement |

  20. Director Nominee Biographies

    | Table of Contents | Proposal 1 | |

  21. Director Nominee Biographies

    | Beverly Anderson Independent Director Director Since | 2020 Age | 61 Board Committees: •Compensation Committee Other Public Company Boards (within past 5 years): •None | Professional Highlights •President and Chief Executive Officer, Boeing Employees Credit Union (BECU), a not-for-profit credit union (since December 2022), and BECU Board member (since April 2024) •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, Harvard Business School African-American Alumni Association 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. |

  22. Director Nominee Biographies

    | 2025 Proxy Statement | 17 | Expedia Group |

  23. Director Nominee Biographies

    | | Proposal 1 | Table of Contents |

  24. Director Nominee Biographies

    | M. Moina Banerjee Independent Director Director Since | 2023 Age | 43 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. |

  25. Director Nominee Biographies

    | Expedia Group | 18 | 2025 Proxy Statement |

  26. Director Nominee Biographies

    | Table of Contents | Proposal 1 | |

  27. Director Nominee Biographies

    | Chelsea Clinton Independent Director Director Since | 2017 Age | 45 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. |

  28. Director Nominee Biographies

    | 2025 Proxy Statement | 19 | Expedia Group |

  29. Director Nominee Biographies

    | | Proposal 1 | Table of Contents |

  30. Director Nominee Biographies

    | Henrique Dubugras Independent Director Director Since | 2022 Age | 29 Board Committees: •None Other Public Company Boards (within past 5 years): •Mercado Libre, Inc. (since June 2017) | Professional Highlights •Chairman of the Board of Directors, Brex Inc., an AI-powered spend platform (since July 2024), and Co-Chief Executive Officer (from 2017 to June 2024) •Chairman of the Board of Directors, Mercado Libre, Inc., an e-commerce platform (since 2021) •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. |

  31. Director Nominee Biographies

    | Expedia Group | 20 | 2025 Proxy Statement |

  32. Director Nominee Biographies

    | Table of Contents | Proposal 1 | |

  33. Director Nominee Biographies

    | Ariane Gorin Chief Executive Officer Director Since | 2024 Age | 50 Board Committees: •Executive Committee Other Public Company Boards (within past 5 years): •Adecco Group (2017 to April 2024) •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. |

  34. Director Nominee Biographies

    | 2025 Proxy Statement | 21 | Expedia Group |

  35. Director Nominee Biographies

    | | Proposal 1 | Table of Contents |

  36. Director Nominee Biographies

    | Craig Jacobson Independent Director Director Since | 2007 Age | 72 Board Committees: •Audit Committee •Compensation Committee •Nominating Committee (Chair) Other Public Company Boards (within past 5 years): •Oaktree Specialty Lending Corporation (since October 2017) •Charter Communications, Inc. (2010 to April 2024) | Professional Highlights •Founding Partner, Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, Kaller, Gellman, Meigs & Fox, L.L.P., an entertainment law firm (since 1987) •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. |

  37. Director Nominee Biographies

    | Expedia Group | 22 | 2025 Proxy Statement |

  38. Director Nominee Biographies

    | Table of Contents | Proposal 1 | |

  39. Director Nominee Biographies

    | Dara Khosrowshahi Director Since | 2005 Age | 55 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. (January 2021 to December 2024) | 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. |

  40. Director Nominee Biographies

    | 2025 Proxy Statement | 23 | Expedia Group |

  41. Director Nominee Biographies

    | | Proposal 1 | Table of Contents |

  42. Director Nominee Biographies

    | Patricia Menendez Cambo Independent Director Director Since | 2021 Age | 58 Board Committees: •Audit Committee Other Public Company Boards (within past 5 years): •None | Professional Highlights •General Counsel, I Squared Capital, a private equity firm focused on global infrastructure investments (since December 2024) •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. |

  43. Director Nominee Biographies

    | Expedia Group | 24 | 2025 Proxy Statement |

  44. Director Nominee Biographies

    | Table of Contents | Proposal 1 | |

  45. Director Nominee Biographies

    | Alex von Furstenberg Director Since | 2015 Age | 55 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. |

  46. Director Nominee Biographies

    | 2025 Proxy Statement | 25 | Expedia Group |

  47. Director Nominee Biographies

    | | Proposal 1 | Table of Contents |

  48. Director Nominee Biographies

    | Alexandr Wang Independent Director Director Since | 2023 Age | 28 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. |

  49. Director Nominee Biographies

    At the 2025 Annual Meeting, stockholders will be asked to elect 11 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.

  50. Director Nominee Biographies

    | The Board of Directors unanimously recommends that stockholders vote "FOR" the election of each of the nominees for director named above. |

  51. Director Nominee Biographies

    | Expedia Group | 26 | 2025 Proxy Statement |

  52. Director Nominee Biographies

    | Table of Contents | |

  53. Role of Compensation Consultant

    Role of Compensation Consultant In connection with its 2024 annual compensation review, the Compensation Committee continued to retain Compensia, Inc., a national compensation consulting firm (“Compensia”), to conduct an independent review of the applicable compensation peer group for positions held by our executive officers and to compile and analyze data from proxy statements and other SEC filings of peer companies, as well as broad-based compensation surveys, regarding compensation for our executive officer positions. In addition, Compensia regularly provides updates to the Compensation Committee on best practices and emerging trends, regulatory issues, equity compensation practices and non-employee director pay. Expedia Group also regularly uses non-customized surveys 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 the Compensation Committee’s compensation consultant is included in the section titled “Role of Competitive Data and Tally Sheets” below. Based on the consideration of the various independence factors specified in the applicable SEC and Nasdaq Marketplace rules, and a review of these factors for 2024, the Compensation Committee determined that its relationship with Compensia and the work of Compensia on behalf of the Compensation Committee did and does not raise any conflicts of interest. The Compensation Committee reviews its compensation consultant’s independence annually.

  54. Role of Compensation Consultant

    | Expedia Group | 36 | 2025 Proxy Statement |

  55. Role of Compensation Consultant

    | Table of Contents | Compensation Discussion and Analysis | |

  56. 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 •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 view 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.

  57. 2024 Compensation Peer Groups

    2024 Compensation Peer Groups In September 2023, Compensia conducted a review of our prior-year compensation peer groups to ensure they remained 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 Twitter, Inc., in light of it being taken private, and the addition of Block, Inc., a technology company with an appropriate range of revenue and market capitalization. The Compensation Committee also approved the removal of Intuit, Inc. and Marriott International, Inc. from the chairman/senior executive peer group as both companies saw their executive chair transition to a different role and the addition of Netflix, Inc., as its co-founder and Chief Executive Officer transitioned to an executive chair role. The Compensation Committee then considered data regarding compensation for comparable executive officer positions at the following peer companies when approving executive officer compensation during 2024: EXECUTIVE OFFICER PEER GROUP (OTHER THAN CHAIRMAN/SENIOR EXECUTIVE):

  58. 2024 Compensation Peer Groups

    | Activision Blizzard, Inc. | Electronic Arts Inc. | Tripadvisor, Inc. | | Airbnb, Inc. | Etsy, Inc. | Uber Technologies, Inc. | | Block, Inc. | Live Nation Entertainment, Inc. | VMware Inc. | | Booking Holdings, Inc. | Lumen Technologies | Wayfair LLC | | Chewy, Inc. | Lyft, Inc. | Workday, Inc. | | DoorDash, Inc. | Pinterest, Inc. | Zillow Group, Inc. | | eBay, Inc. | Rocket Companies, Inc. | |

  59. 2024 Compensation Peer Groups

    | 2025 Proxy Statement | 37 | Expedia Group |

  60. 2024 Compensation Peer Groups

    | | Compensation Discussion and Analysis | Table of Contents |

  61. 2024 Compensation Peer Groups

    CHAIRMAN/SENIOR EXECUTIVE PEER GROUP:

  62. 2024 Compensation Peer Groups

    | Caesars Entertainment, Inc. | The Estee Lauder Companies Inc. | Netflix | | Carnival Corporation & plc | Fox Corporation | News Corporation | | Charles Schwab | Host Hotels and Resorts, Inc. | | | DISH Network Corporation | Hyatt Hotels Corporation | |

  63. General

    General The primary elements of the executive compensation program include base salary and long-term incentive compensation in the form of equity awards and, in certain instances, perquisites and other personal benefits. There are numerous dynamic factors that contribute to success at an individual and business level. The Compensation Committee sets executive compensation levels on a case-by-case basis, taking into account all factors the Compensation Committee considers relevant. The Compensation Committee reviews base salary and equity compensation in the first quarter of each year in view of Company and individual performance, recommendations from management and other relevant information, including compensation history and outstanding long-term incentive compensation arrangements. Following recommendations from management and input from the independent compensation consultant, the Compensation Committee may adjust compensation for our executive officers at other times during the year including when executives are hired or appointed, when there are significant changes in their responsibilities, in connection with their entry into new or extended employment agreements or under other circumstances that the Compensation Committee considers appropriate.

  64. Long-Term Equity Compensation

    Long-Term Equity Compensation Long-term incentive compensation in the form of equity awards 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 are earned and/or 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, the equity awards granted to our executive officers have primarily been in the form of performance-based restricted stock units and time-based restricted stock units.

  65. Performance-Based Restricted Stock Units (PSUs)

    Performance-Based Restricted Stock Units (PSUs) We grant equity awards subject to pre-established performance-based vesting conditions. The Chief Financial Officer and the Chief Legal Officer, consistent with all direct reports to our Chief Executive Officer, have received 50% of their annual equity compensation in the form of PSU awards (with the remaining 50% in restricted stock units, as discussed further below). This weighting of PSU awards to RSU awards is consistent with Company practice for all direct reports to our Chief Executive Officer. The Chief Accounting Officer, a Senior Vice President and direct report to our Chief Financial Officer, has received an annual equity award composed of 25% PSU and 75% RSU awards – consistent with Company practice for all Senior Vice Presidents. The PSU awards that the Compensation Committee has granted to date generally have multiple-year performance periods, use rigorous compound annual stock price or financial metric 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, the performance period, the payout scale and the other terms of the PSU awards, the Compensation Committee considered competitive compensation market data, the analysis of its compensation consultant, the importance of emphasizing overall Company performance and the goal of an incentive clearly and directly aligned with stockholder interests.

  66. Restricted Stock Units (RSUs)

    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. Historically, 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. We expect to continue to evaluate the appropriate form and mix of equity-based long-term incentive compensation awards as market conditions evolve.

  67. Annual Review Equity Award Process

    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 is 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 •an analysis of competitive compensation market data regarding individual executive award values.

  68. Annual Review Equity Award Process

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  69. Annual Review Equity Award Process

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  70. Annual Review Equity Award Process

    For specific grants to our executive officers, management makes recommendations based on a variety of factors, including: •individual performance, scope of role and future potential of the individual; •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 awards and amount of outstanding unvested equity awards; •an analysis of competitive compensation market data, where comparable; and •the recommendations of the Chairman/Senior Executive and Chief Executive Officer, as applicable other than in connection with their own compensation.

  71. Long-Term Equity Compensation

    Long-Term Equity Compensation In March 2024, the Compensation Committee approved the following combination of PSU and RSU awards for Messrs. Diller, Dzielak and Soliday and Ms. Whalen which were granted pursuant to the Sixth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan (the “2005 Plan”):

  72. Long-Term Equity Compensation

    | Name | PSU Awards (number of shares) | RSU Awards (number of shares) | | Mr. Diller | 23,569 | 23,568 | | Ms. Gorin | 82,500 | 82,500 | | Ms. Whalen | 31,263 | 31,263 | | Mr. Dzielak | 22,753 | 22,752 | | Mr. Soliday | 1,346 | 4,038 |

  73. Long-Term Equity Compensation

    Mr. Kern did not receive an equity award in 2024, which was consistent with his agreement with the Compensation Committee when his 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.

  74. RSU Awards

    RSU Awards The RSU Awards granted to our named executive officers in March 2024 vest over four total years with 6.25% vesting on May 15, 2024, and an additional 6.25% on the 15th day of the second month of each of the next 15 fiscal quarters, subject to the named executive officer’s continued employment with Expedia Group through each vesting date. Each vested RSU will be settled for one share of Expedia Group’s common stock upon vesting.

  75. PSU Awards

    PSU Awards The PSU awards granted to our named executive officers in March 2024 are subject to the following performance conditions: •The PSU awards “cliff” vest on February 15, 2027, subject to the satisfaction of two pre-established financial performance metrics which are equally weighted: ◦the compound annual growth rate (“CAGR”) of Expedia Group’s revenue; and ◦the CAGR of Expedia Group’s Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), as defined in the Company’s Annual Reports on Form 10-K for the relevant periods, each as measured over a three-year performance period from January 1, 2024, through December 31, 2026.

  76. PSU Awards

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  77. PSU Awards

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  78. PSU Awards

    •The number of PSUs that will be earned and vest (if any) will be based on the sum of the percentage achievement of each financial performance metric to be calculated as follows: ◦in the case of the revenue CAGR, the compound annual growth rate using Expedia Group’s GAAP revenue for the year ended December 31, 2023 as reported in the Company’s Annual Report on Form 10-K as the base revenue and Expedia Group’s GAAP revenue for the year ended December 31, 2026 as reported in the Company’s Annual Report on Form 10-K as the ending revenue; and ◦in the case of the Adjusted EBITDA CAGR, the compound annual growth rate using Expedia Group’s Adjusted EBITDA for the year ended December 31, 2023 as reported in the Company’s Annual Report on Form 10-K as the base Adjusted EBITDA and Expedia Group’s Adjusted EBITDA for the year ended December 31, 2026 as reported in the Company’s Annual Report on Form 10-K as the ending Adjusted EBITDA. •Between 0% and 200% of the target number of PSUs may vest on February 15, 2027, with the actual vesting percentage determined based on the achieved CAGR for each metric, subject to the named executive officer’s continued employment with Expedia Group through the vesting date. Each earned PSU will be settled for one share of Expedia Group’s common stock upon vesting. •The performance attainment factor for each of the financial performance metrics is as follows:

  79. PSU Awards

    | Performance Level | Payout | | Minimum performance attainment | 0% | | Threshold performance attainment | 50% | | Target performance attainment | 100% | | Maximum performance attainment | 200% |

  80. PSU Awards

    Performance results between the threshold and maximum performance attainment levels will be interpolated on a linear basis and all results will be rounded to four decimal places. The Compensation Committee may exercise discretion to approve adjustments to the calculation of performance results in consideration of material events or developments during the performance period that were not contemplated when performance targets were set (such as material acquisitions or extraordinary corporate transactions or events). •We are not disclosing the minimum, target, threshold and maximum performance levels for the financial performance metrics as we believe such disclosure would cause substantial competitive harm without adding to a meaningful understanding of our business. Similar to our prior PSU awards, the Compensation Committee set aggressive targets and related performance levels for each of the financial performance metrics. In addition to the factors listed above with respect to the annual review of base salary and long-term incentive 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 2024 equity awards: 2023 Stock Price Performance and Return of Stockholder Value •Stock price increased 73% during 2023, outperforming both Nasdaq 100 (up 55%) and S&P 500 (up 24%). •Repurchased $2 billion of our shares, reducing outstanding share count by 11%. 2023 Financial and Operating performance •Record lodging gross bookings, with 11% growth. •Significant earnings growth, including $797 million in full-year net income compared with net income of $352 million in 2022, and record Adjusted EBITDA, with significant margin expansion.

  81. PSU Awards

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  82. PSU Awards

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  83. PSU Awards

    Strategic Initiatives •Substantially completed the Company’s technological transformation and strategic vision for a platform operating model. •Launched One Key loyalty program, to unify and expand our existing loyalty programs into one global rewards platform spanning all our main brands. •Escalated the integration of machine learning and artificial intelligence capabilities into our business, including for customer support and assisted trip planning. •CEO succession and transition. With respect to Mr. Diller, the Compensation Committee took into account his role in providing strategic direction for the Company, including with respect to each of the matters listed above.

  84. Special Equity Award for Mr. Dzielak

    Special Equity Award for Mr. Dzielak On March 18, 2024, in response to management’s recommendation that the Company strengthen its retention objectives with respect to his continued employment, the Compensation Committee granted Mr. Dzielak an RSU award covering 13,894 shares of Expedia Group’s common stock pursuant to the 2005 Plan. Such RSU award vests over three total years with one-third of the RSUs subject to the award vesting on March 15, 2025, an additional one-third vesting on March 15, 2026, and the final one-third vesting on March 15, 2027, subject to his continued employment with Expedia Group through each vesting date. Each vested RSU will be settled for one share of Expedia Group’s common stock upon vesting.

  85. Equity Awards for Ms. Gorin

    Equity Awards for Ms. Gorin Pursuant to the Gorin Employment Agreement, Ms. Gorin was granted the following equity awards in connection with her appointment as our Chief Executive Officer:

  86. Equity Awards for Ms. Gorin

    | PSU Award (number of shares) | RSU Award (number of shares) | | 82,500 | 82,500 |

  87. Equity Awards for Ms. Gorin

    Ms. Gorin’s PSU award and RSU award are subject to the same performance conditions and vesting requirements as described above for the annual equity awards granted to our other named executive officers. Each earned PSU and vested RSU will be settled for one share of Expedia Group’s common stock upon vesting. The terms and conditions of these equity awards were disclosed in a Current Report on Form 8-K, filed with the SEC on February 8, 2024, and are summarized in “Narrative to 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table - Gorin Employment Agreement” below. The 2024 equity awards granted to our named executive officers are reflected in the “Stock Awards” column of the “2024 Summary Compensation Table” and the “2024 Grants of Plan-Based Awards Table” in the section titled “Executive Compensation” below.

  88. 2021 PSU Awards Results

    2021 PSU Awards Results In March 2021, the then-Compensation Committee completed our second cycle of performance-based equity awards by granting PSU awards to our then-executive officers. Such PSU awards were to be earned based on Expedia Group’s compound annual stock price growth rate (“CAGR”) over a three-year performance period using a $140.00 starting price (the 30-day trailing average trading price of Expedia Group’s common stock through February 17, 2021) and an ending price based on a 30-day trailing average trading price for such common stock through December 31, 2023, with vesting and settlement of any earned PSUs to take place on February 15, 2024 following certification of Expedia Group’s CAGR by the Compensation Committee. Between 0% and 200% of the target number of PSUs granted to each then-executive officer were eligible to vest and be settled assuming continued employment through such date and with the vesting percentage based on the applicable CAGR.

  89. 2021 PSU Awards Results

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  90. 2021 PSU Awards Results

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  91. 2021 PSU Awards Results

    In February 2024, the Compensation Committee determined that Expedia Group’s actual CAGR over the three-year performance period was less than the pre-established threshold performance level of 5% and, consequently, no PSUs had been earned pursuant to the 2021 PSU awards. However, after noting Expedia Group’s improved stock price performance during 2023 (which resulted in a CAGR that nearly resulted in the achievement of the threshold performance level) and after considering the importance of recognizing the tenured executive officers that had undertaken the successful strategic transformation of the Company into a technology platform and our retention objectives (particularly in light of a CEO transition period), the Compensation Committee exercised its discretion to approve the payout of 50% of the target number of shares subject to the 2021 PSU awards (i.e., a payout at threshold performance level) to a group of 15 employees, including two executive officers – Messrs. Dzielak and Soliday. The total payouts represented 17% of the aggregate target number of shares originally granted pursuant to the 2021 PSU Awards. While Ms. Gorin was not an Executive Officer at the time, 50% of her 2021 PSU Award was vested to meet our retention objectives. The PSU awards which were approved for payout to Messrs. Dzielak and Soliday were as follows:

  92. 2021 PSU Awards Results

    | Name | Target PSU Award (number of shares) | 50% of Target PSU Award (number of shares) | Market Value of Vested Shares at February 15, 2024 ($138.53 per share) | | Mr. Dzielak | 15,536 | 7,768 | $1,076,101 | | Mr. Soliday | 1,072 | 536 | $74,252 |

  93. 2021 PSU Awards Results

    When evaluating the 2022 PSU Awards, threshold performance was not met. Shares pertaining to the 2022 PSU Award were not vested.

  94. Incentive Compensation Clawback Policy

    Incentive Compensation Clawback Policy We maintain 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 superseded and replaced 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, both time-based and performance-based 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).

  95. 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 nonpublic information (“MNPI”). 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. Other than a special stock option award to Mr. Kern in 2021, we have not granted stock options to our executive officers since 2018. For this reason, Expedia Group does not currently maintain a policy or practice for the timing of stock option awards in relation to the disclosure of MNPI. However, it is Expedia Group’s practice not to time the disclosure of MNPI for the purpose of affecting the value of executive compensation.

  96. 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 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 2005 Plan that limit the circumstances entitling executive officers to accelerated vesting of future equity awards in the event of a change in control of Expedia Group. 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 the employment of 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” below for additional details regarding the impact of a change in control event on executive officer compensation.

  97. Change in Control

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  98. Change in Control

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  99. Severance Arrangements

    Severance Arrangements

  100. Employment Agreements

    Employment Agreements As of December 31, 2024, each of Ms. Gorin, Ms. Whalen, and Mr. Dzielak had employment agreements with Expedia Group pursuant to which, in the event of a “qualifying termination of employment” (that is, a termination of employment without cause (other than by reason of death or disability) or for good reason) and subject to her or him, as applicable, executing a general release of claims agreement in favor of Expedia Group: •Expedia Group will continue to pay base salary (i) to Ms. Gorin through the longer of (x) the completion of the Gorin Employment Agreement (subject to a maximum of 36 months) and (y) 12 months (the “Salary Continuation Period”), (ii) to Ms. Whalen for 12 months, and (iii) 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”); •Expedia Group will pay a lump sum amount equal to the cost of COBRA health insurance coverage for the Salary Continuation Period for Ms. Gorin, a period of 12 months for 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 any equity awards subject to performance conditions will vest only if and when such performance conditions are satisfied; 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 exception is 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.

  101. Equity Award Agreements - Death or Disability

    Equity Award Agreements - Death or Disability 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 2005 Plan).

  102. Severance Guidelines

    Severance Guidelines We have adopted severance guidelines for our executive officers 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.

  103. Severance Guidelines

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  104. Severance Guidelines

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  105. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information regarding compensation for our 2024 named executive officers for the fiscal years ended December 31, 2024, 2023, and 2022.

  106. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Barry Diller Chairman and Senior Executive | 2024 | 468,577 | 6,279,120 | 736,825 | 7,484,522 | | | 2023 | 465,000 | 5,932,535 | 821,697 | 7,219,232 | | | 2022 | 465,000 | 6,822,517 | 748,660 | 8,036,177 | | Ariane Gorin Chief Executive Officer(1) | 2024 | 1,126,174 | 23,123,760 | 684,658 | 24,934,592 | | Julie Whalen Chief Financial Officer | 2024 | 957,308 | 8,329,088 | 10,350 | 9,296,746 | | | 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 | 2024 | 957,308 | 9,111,765 | 10,350 | 10,079,423 | | | 2023 | 950,000 | 4,084,608 | 9,900 | 5,044,508 | | | 2022 | 950,001 | 4,738,755 | 9,150 | 5,697,906 | | Lance Soliday Senior Vice President, Chief Accounting Officer and Controller | 2024 | 475,287 | 799,950 | 10,350 | 1,285,587 | | | 2023 | 455,125 | 671,240 | 9,900 | 1,136,265 | | | 2022 | 440,078 | 758,433 | 9,150 | 1,207,661 | | Peter Kern Former Vice Chairman and Chief Executive Officer | 2024 | 403,846 | — | 81,651 | 485,497 | | | 2023 | 1,000,000 | — | 9,900 | 1,009,900 | | | 2022 | 999,999 | — | 94,474 | 1,094,473 |

  107. 2024 Summary Compensation Table

    (1)Ms. Gorin was appointed as our Chief Executive Officer on May 13, 2024. The amount reported in the “Salary” column reflects $323,289 of salary earned under her prior UK-based role through May 12, 2024—converted from British pounds at the exchange rate on March 31, 2024 (the last day of Ms. Gorin's UK payroll)—plus pro rata salary at her CEO annual rate of $1,250,000 from May 13, 2024 onward of $802,885. (2)Reflects base salary earned during the relevant fiscal year. Annual base salaries in effect as of April 1, 2024 were as follows: Mr. Diller: $465,000; Ms. Gorin: $1,250,000; Ms. Whalen: $950,000; Mr. Dzielak: $950,000; Mr. Soliday: $476,000; and Mr. Kern: $1,000,000. For additional detail see the section above titled “Compensation Discussion and Analysis—Compensation Program Elements—Base Salary.” (3)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. For PSU awards, amounts are based on target performance, which

  108. 2024 Summary Compensation Table

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  109. 2024 Summary Compensation Table

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  110. 2024 Summary Compensation Table

    represented the probable outcome as of the grant date; had maximum performance been assumed, the grant date values of PSU awards granted to named executive officers in 2024 would have been as follows: Mr. Diller: $6,279,253; Ms. Gorin: $21,979,650; Ms. Whalen: $8,329,088; Mr. Dzielak: $6,061,854; and Mr. Soliday: $358,601. 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 2024, the amounts reported for Ms. Gorin, Mr. Dzielak, and Mr. Soliday include the incremental fair value of the modification of previously granted PSUs, totaling $1,144,110; $1,199,224; and $82,748, respectively, as described under “Compensation Discussion and Analysis – 2024 Annual Compensation Review – 2021 PSU Awards Results.” There was no modification or incremental fair value under ASC 718 associated with the accelerated vesting of Mr. Kern's remaining unvested RSUs that occurred in connection with his departure as Vice Chairman as described under “Compensation Discussion and Analysis – Executive Transitions — Vice Chairman Departure." (4)The following table shows amounts included in the “All Other Compensation” column for each named executive officer in respect of 2024:

  111. 2024 Summary Compensation Table

    | | Barry Diller | Ariane Gorin | Julie Whalen | Robert Dzielak | Lance Soliday | Peter Kern | | Corporate Aircraft(a) | $725,158 | $225,232 | — | — | — | $71,301 | | 401(k) Company Match / Pension(b) | — | $12,623 | $10,350 | $10,350 | $10,350 | $10,350 | | Relocation Bonus(c) | — | $338,000 | — | — | — | — | | UK Mobility Support(d) | — | $60,767 | — | — | — | — | | Miscellaneous(e) | $11,667 | $48,036 | — | — | — | — |

  112. 2024 Summary Compensation Table

    (a)Reflects the incremental cost to Expedia Group for 2024 personal use of corporate aircraft jointly owned by each of Expedia Group and IAC. The incremental cost to Expedia Group for the personal use of these aircraft by Mr. Diller, Ms. Gorin and Mr. Kern 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. For Ms. Gorin, this amount also includes a UK pension allowance paid in lieu of a standard retirement plan (see footnote (f)). (c)Represents relocation‐related payments made to Ms. Gorin in 2024 under the terms of her employment agreement, as disclosed in the Current Report on Form 8‑K filed on February 7, 2024. This includes a one‑time relocation payment of $100,000 and a monthly housing allowance of $32,000, payable for up to 18 months, in connection with Ms. Gorin’s transition to the Company’s headquarters in the United States. (d)Represents benefits provided under Ms. Gorin’s prior UK employment arrangement, including for school fees and other mobility assistance, in connection with her relocation to the UK before her appointment as CEO (see footnote (f)). (e)Miscellaneous: i.For Mr. Diller, 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 2024, Expedia Group and IAC each covered 50% of these costs. ii.For Ms. Gorin, consists of (A) an annual leave payout of $35,684 for accrued but unused vacation upon her transition from the Company’s UK payroll, consistent with standard policy for UK employees; and (B) immigration and tax support totaling $12,352, of which $7,243 represents the underlying cost of immigration and tax preparation services and $5,109 represents tax reimbursements paid by the Company on Ms. Gorin’s behalf (see footnote (f)). (f)All amounts originally denominated in British pounds for Ms. Gorin were converted to U.S. dollars at 1.2623 USD per GBP, the exchange rate on March 31, 2024 (the last day of her UK payroll).

  113. 2024 Summary Compensation Table

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  114. 2024 Summary Compensation Table

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  115. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards During the 2024 fiscal year, the Compensation Committee approved PSU and RSU awards as well as modifications to certain outstanding PSU awards for the named executive officers as follows:

  116. 2024 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 ($)(5) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Barry Diller | RSUs(1) | 3/18/2024 | — | — | — | 23,568 | 3,139,493 | | | PSUs(2) | 3/18/2024 | 11,785 | 23,569 | 47,138 | — | 3,139,627 | | Ariane Gorin | RSUs(1) | 3/18/2024 | — | — | — | 82,500 | 10,989,825 | | | PSUs(2) | 3/18/2024 | 41,250 | 82,500 | 165,000 | — | 10,989,825 | | | Modified PSUs(3) | 2/07/2024 | — | — | — | 7,411 | 1,144,110 | | Julie Whalen | RSUs(1) | 3/18/2024 | — | — | — | 31,263 | 4,164,544 | | | PSUs(2) | 3/18/2024 | 15,632 | 31,263 | 62,526 | — | 4,164,544 | | Robert Dzielak | RSUs(1) | 3/18/2024 | — | — | — | 22,752 | 3,030,794 | | | RSUs(4) | 3/18/2024 | — | — | — | 13,894 | 1,850,820 | | | PSUs(2) | 3/18/2024 | 11,377 | 22,753 | 45,506 | — | 3,030,927 | | | Modified PSUs(3) | 2/07/2024 | — | — | — | 7,768 | 1,199,224 | | Lance Soliday | RSUs(1) | 3/18/2024 | — | — | — | 4,038 | 537,902 | | | PSUs(2) | 3/18/2024 | 673 | 1,346 | 2,692 | — | 179,300 | | | Modified PSUs(3) | 2/07/2024 | — | — | — | 536 | 82,748 |

  117. 2024 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 RSUs vest in 16 equal installments over the four-year period beginning with the first vest of 6.25% on May 15, 2024, 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, 2027, based on the satisfaction of performance conditions that are tied to two equally weighted financial metrics: (i) the

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  120. 2024 Grants of Plan-Based Awards

    compound annual growth rate ("CAGR") of Expedia Group's revenue and (ii) the CAGR of Expedia Group's Adjusted EBITDA, measured over a performance period from January 1, 2024, through December 31, 2026, and subject to the executive officer's continued employment with the Company. (3)The PSU award, which was originally granted on February 25, 2021 and had been scheduled to vest at 0% based on actual performance through December 31, 2023, was modified on February 7, 2024 to provide for a 50% threshold payout, which vested on February 15, 2024. The amount reported under Grant Date Fair Value represents the incremental fair value of the modification, determined in accordance with FASB ASC Topic 718 using the $154.38 closing price per share of Expedia Group common stock on February 7, 2024, multiplied by the number of shares that vested. For additional information, see “Compensation Discussion and Analysis – 2024 Annual Compensation Review – 2021 PSU Awards Results.” (4)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. One-third of the total number of RSUs vests on March 15, 2025 and an additional one-third on each anniversary thereafter until the RSUs are fully vested, subject to the executive officer's continued employment with the Company. (5)In the case of new grants, these amounts reflect the grant date fair value, and in the case of modifications to prior grants, the incremental fair value of the modification, 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. PSUs amounts reflect the aggregate grant date fair value based on target performance, which was the probable outcome of the performance conditions as of the grant date. In each case, the fair value shown may not correspond to the actual value that will be recognized by the executive officers.

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  123. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table presents information concerning the stock options, RSUs, and PSUs held by our named executive officers as of December 31, 2024. The market values shown in the table are based on the December 31, 2024 closing price of $186.33 per share of Expedia Group common stock.

  124. Outstanding Equity Awards at 2024 Year-End

    | | | | Option Awards | | | Stock Awards | | | | | | | | | | | RSUs | | PSUs | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | 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 | 02/25/2021 | A | — | — | — | 2,455 | 457,440 | — | — | | | 03/21/2022 | A | — | — | — | 11,211 | 2,088,946 | — | — | | | 03/14/2023 | A | — | — | — | 35,463 | 6,607,821 | — | — | | | 03/18/2024 | A | — | — | — | 19,149 | 3,568,033 | — | — | | | 03/18/2024 | B | — | — | — | — | — | 11,785 | 2,195,806 | | Ariane Gorin | 02/25/2021 | A | — | — | — | 926 | 172,542 | — | — | | | 03/21/2022 | C | — | — | — | — | — | 5,738 | 1,069,068 | | | 03/21/2022 | A | — | — | — | 3,586 | 668,179 | — | — | | | 10/20/2022 | D | — | — | — | 6,117 | 1,139,781 | — | — | | | 03/14/2023 | E | — | — | — | — | — | 54,316 | 10,120,700 | | | 03/14/2023 | A | — | — | — | 15,277 | 2,846,563 | — | — | | | 03/18/2024 | A | — | — | — | 67,032 | 12,490,073 | — | — | | | 03/18/2024 | B | — | — | — | — | — | 41,250 | 7,686,113 | | Julie Whalen | 09/28/2022 | F | — | — | — | 165,078 | 30,758,984 | — | — | | | 03/14/2023 | E | — | — | — | — | — | 58,196 | 10,843,661 | | | 03/14/2023 | A | — | — | — | 16,368 | 3,049,849 | — | — | | | 03/18/2024 | A | — | — | — | 25,402 | 4,733,155 | — | — | | | 03/18/2024 | B | — | — | — | — | — | 15,632 | 2,912,617 |

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  127. Outstanding Equity Awards at 2024 Year-End

    | | | | Option Awards | | | Stock Awards | | | | | | | | | | | RSUs | | PSUs | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | 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) | | | | | | | | | | Robert Dzielak | 02/25/2021 | A | — | — | — | 971 | 180,926 | — | — | | | 03/21/2022 | C | — | — | — | — | — | 5,738 | 1,069,068 | | | 03/21/2022 | A | — | — | — | 3,586 | 668,179 | — | — | | | 03/14/2023 | E | — | — | — | — | — | 42,192 | 7,861,635 | | | 03/14/2023 | A | — | — | — | 11,867 | 2,211,178 | — | — | | | 03/18/2024 | A | — | — | — | 18,486 | 3,444,496 | — | — | | | 03/18/2024 | G | — | — | — | 13,894 | 2,588,869 | — | — | | | 03/18/2024 | B | — | — | — | — | — | 11,377 | 2,119,783 | | Lance Soliday | 02/25/2021 | A | — | — | — | 201 | 37,452 | — | — | | | 03/21/2022 | C | — | — | — | — | — | 478 | 89,066 | | | 03/21/2022 | A | — | — | — | 896 | 166,952 | — | — | | | 03/14/2023 | E | — | — | — | — | — | 3,516 | 655,136 | | | 03/14/2023 | A | — | — | — | 2,967 | 552,841 | — | — | | | 03/18/2024 | A | — | — | — | 3,281 | 611,349 | — | — | | | 03/18/2024 | B | — | — | — | — | — | 673 | 125,400 | | Peter Kern | 02/25/2021 | H | 2,275,000 | $157.18 | 09/10/2026 | — | — | — | — |

  128. Outstanding Equity Awards at 2024 Year-End

    (1) Represents the date on which the award grant was approved by the Compensation Committee. (2) All outstanding options are fully vested and exercisable. ARSUs 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. BPSUs vest on February 15, 2027, subject to the satisfaction of performance conditions tied to two equally weighted financial metrics: (i) the compound annual growth rate ("CAGR") of Expedia Group's revenue and (ii) the CAGR of Expedia Group's Adjusted EBITDA, measured over a performance period from January 1, 2024, through December 31, 2026. The value shown assumes performance at threshold levels. CPSUs vest 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. DRSUs vest over three years in 12 equal installments with the first vest of one-twelfth (1/12th) of the total number of RSUs occurring the January 15th following the grant date and an additional one-twelfth (1/12th) vesting on the 15th day of the first month of each of the next 11 fiscal quarters. EPSUs vest 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 maximum levels. FRSUs vest in full on September 26, 2026, subject to Ms. Whalen's continued employment with the Company through the vesting date. GOne-third of the total number of RSUs vests on March 15, 2025 and an additional one-third on each anniversary thereafter until the RSUs are fully vested. HRepresents a a long-term stock option award, granted to Mr. Kern on February 25, 2021 in connection with his assumption of the Chief Executive Officer role in early 2020, which became fully vested and exercisable on June 1, 2024.

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  131. 2024 Options Exercised and Stock Vested

    2024 Options Exercised and Stock Vested The following table displays exercised stock options and vested RSUs for the named executive officers during 2024.

  132. 2024 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 | 150,000 | 2,473,500 | 38,971 | 5,504,186 | | Ariane Gorin | 57,244 | 4,436,410 | 43,467 | 6,120,622 | | Julie Whalen | — | — | 14,249 | 1,984,679 | | Robert Dzielak | 45,891 | 1,165,907 | 25,169 | 3,532,839 | | Lance Soliday | 19,642 | 888,009 | 4,370 | 615,459 | | Peter Kern(4) | — | — | 1,001,584 | 122,199,432 |

  133. 2024 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. (4)The amounts include 500,000 shares acquired in connection with the accelerated vesting of Mr. Kern's remaining unvested RSUs that occurred upon his departure as Vice Chairman on September 10, 2024 (see "Compensation Discussion and Analysis - Executive Transitions - Vice Chairman Departure"), with a corresponding value realized at vesting of approximately $65.5 million (based on the $131.10 closing price per share of Expedia Group common stock on September 10, 2024). Because there was no modification or incremental fair value under ASC 718, this acceleration did not result in any additional compensation being reported in the 2024 Summary Compensation Table.

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  136. 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.

  137. 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 (other than Mr. Kern) upon certain terminations of employment or change in control events, in each case assuming that the relevant event occurred on December 31, 2024. These amounts, which exclude the effect of any applicable taxes, are based on: •the named executive officer’s base salary as of December 31, 2024; •the RSUs and PSUs held by the named executive officer as of December 31, 2024; and •the closing price of Expedia Group common stock on December 31, 2024 ($186.33). 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 executive officers. A narrative summary of the amounts received by Mr. Kern in connection with the conclusion of his employment as Vice Chairman on September 10, 2024 immediately follows the tabular disclosure below.

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  140. Estimated Potential Payments Upon Termination or Change in Control

    | Name and Benefits | Qualifying Termination(1) ($) | Qualifying Termination Plus Performance Goal(s) Satisfied(2) ($) | Death or Disability ($) | Change in Control Plus Awards Not Assumed, or Assumed and Termination w/in 2 years(3) ($) | | Barry Diller | | | | | | RSUs | — | — | 12,722,240 | 12,722,240 | | PSUs | — | — | 4,391,612 | 4,391,612 | | Total Estimated Incremental Value | — | — | 17,113,852 | 17,113,852 | | Ariane Gorin | | | | | | Salary Continuation | 3,750,000 | — | — | — | | COBRA Benefit | 83,806 | — | — | — | | RSUs | 6,955,140 | — | 17,317,138 | 17,317,138 | | PSUs | — | 8,497,642(4) | 20,432,575 | 25,492,925 | | Total Estimated Incremental Value | 10,788,946 | 8,497,642 | 37,749,713 | 42,810,063 | | Julie Whalen(5) | | | | | | Salary Continuation | 950,000 | — | — | — | | COBRA Benefit | 27,935 | — | — | — | | RSUs(6) | 33,570,890 | — | 38,661,984 | 38,661,984 | | PSUs(6) | — | 9,439,788 | 11,247,065 | 16,668,895 | | Total Estimated Incremental Value | 34,548,825 | 9,439,788 | 49,909,049 | 55,330,879 | | Robert Dzielak | | | | | | Salary Continuation(7) | 1,425,000 | — | — | — | | COBRA Benefit(7) | 41,903 | — | — | — | | RSUs | 3,620,951 | — | 9,093,649 | 9,093,649 | | PSUs | — | 4,033,734(4) | 8,170,384 | 12,101,202 | | Total Estimated Incremental Value | 5,087,854 | 4,033,734 | 17,264,033 | 21,194,851 | | Lance Soliday(8) | | | | | | RSUs | — | — | 1,368,594 | 1,368,594 | | PSUs | — | — | 578,368 | 905,936 | | Total Estimated Incremental Value | — | — | 1,946,962 | 2,274,530 |

  141. 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 upon a Qualifying Termination of a lump sum amount equal to the cost of COBRA health insurance coverage for 36 months for Ms. Gorin, 12 months for Ms. Whalen; and the Dzielak Continuation Period for Mr. Dzielak. (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 at the "target level" in connection with a Qualifying Termination. (3)Reflects accelerated vesting for awards granted to the named executive officers pursuant to the Amended 2005 Plan as described in the section above titled “Expedia Group 2005 Plan Change in Control Equity Acceleration” and “Restricted Stock Unit (“RSU”) Awards and Performance Stock Unit (“PSU”) Awards.”

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  144. Estimated Potential Payments Upon Termination or Change in Control

    (4)For PSUs with performance period ending after December 31, 2024, 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 goals at that time. (5)The amounts set forth in the table with respect to Ms. Whalen reflect estimated payments and benefits assuming the applicable triggering event took place on December 31, 2024. When her employment with the Company ended on February 17, 2025 (as noted under "Compensation Discussion and Analysis - Executive Transitions - CFO Transition"), Ms. Whalen was entitled to the following: $950,000 (Salary Continuation, paid bi-weekly), $27,936 (COBRA Benefit), $36,592,733 (Restricted Stock Units); and $12,215,859 (Performance Stock Units, subject to ongoing performance goals). The foregoing equity values are based on the closing price per share of Expedia Group common stock on February 14, 2025 (the trading date preceding the date Ms. Whalen's employment with the Company ended (on which date the market was closed)) and assume performance at target levels. (6)Assuming Ms. Whalen's termination of employment as of December 31, 2024 for any reason other than good reason, as further described in the section above titled "Employment Agreement Severance Provisions — Equity Awards — Whalen Initial RSU and 2024 PSU Awards," she would receive $17,301,928 in respect of the partial vesting of the Whalen Initial RSU Award and $2,427,181 in respect of the partial vesting of PSU awards granted in 2024. The termination for any reason other than good reason scenario is mutually exclusive to each of the other four scenarios represented in the header rows of this table. (7)The amount of Salary Continuation and COBRA Benefit for Mr. Dzielak assumes that Expedia Group has chosen to extend the Dzielak Continuation Period to 18 months. (8)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, 2024, he would receive the following estimated supplemental amounts: $238,000 (Salary Continuation), $13,968 (COBRA Benefit), and $179,249 (Restricted Stock Units); plus an additional $262,554 in respect of Performance Stock Units in the event that performance goals were satisfied. As noted above in the section above titled "Compensation Discussion and Analysis - Executive Transitions - Vice Chairman Departure," Mr. Kern's employment with the Company ended on September 10, 2024 (the "Separation Date"), whereupon the remaining 500,000 unvested RSUs originally granted to Mr. Kern on February 25, 2021 accelerated and immediately vested pursuant to the terms of the award agreement. Based on the $131.10 closing price per share of Expedia Group common stock on the Separation Date, the estimated gross value of the 500,000 accelerated RSUs at the time of vesting was $65.6 million. Because there was no modification or incremental fair value under ASC 718, this acceleration did not result in any additional compensation being reported in the 2024 Summary Compensation Table.

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  147. 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”).

  148. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio The ratio of Ms. Gorin’s annual total compensation for 2024 to the median employee's annual total compensation, determined as described above, was 224:1. 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.

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  151. Pay Versus Performance

    Pay Versus Performance SEC rules require us to provide the information below regarding compensation for our Chief Executive Officer, and our other named executive officers for each of the covered fiscal years listed below. For purposes of this disclosure, our Chief Executive Officer 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 2024 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.”

  152. Pay versus Performance Table

    Pay versus Performance Table

  153. Pay versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | SCT Total Compensation for PEO (Mr. Kern) | CAP to PEO (Mr. Kern)(4) | SCT Total Compensation for PEO (Ms. Gorin) | CAP to PEO (Ms. Gorin) | Average SCT Total for Non-PEO NEOs | Average CAP to Non-PEO NEOs(4) | Total Share-holder Return(2) | Peer Group Total Share-holder Return(2) | Net Income (millions) | Stock Price Perfor-mance(3) | | 2024 | $485,497 | ($116,520,044) | $24,934,592 | $37,341,056 | $7,036,569 | $11,479,647 | $172.98 | $158.48 | $1,224 | 23% | | 2023 | $1,009,900 | $158,967,169 | N/A | N/A | $4,998,441 | $13,084,343 | $140.92 | $118.93 | $688 | 73% | | 2022 | $1,094,473 | ($235,842,293) | N/A | N/A | $7,743,883 | ($6,052,486) | $81.33 | $81.50 | $343 | (52)% | | 2021 | $296,247,749 | $382,114,030 | N/A | N/A | $5,343,670 | $16,835,835 | $167.78 | $134.41 | $15 | 36% | | 2020 | $4,200,686 | $9,448,369 | N/A | N/A | $3,143,963 | $10,476,047 | $122.92 | $137.32 | ($2,728) | 22% |

  154. Pay versus Performance Table

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  155. Pay versus Performance Table

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  156. Pay versus Performance Table

    (1)PEOs: For 2020, 2021, 2022, and 2023, Mr. Kern was the PEO. During 2024, Mr. Kern served as PEO through May 12, whereupon he was succeeded by Ms. Gorin who served as PEO from May 13 through the remainder of the year. 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 and 2024, 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, 2024. (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. For 2024, the following adjustments were made to the applicable SCT totals to calculate CAP amounts:

  157. 2024 CAP Fair Value of Equity Calculation — for PEOs

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  158. Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance The three measures listed below represent the most important financial and non-financial performance measures used to link 2024 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.”

  159. Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    | 2024 Most Important Measures | | Stock Price Performance | | Adjusted EBITDA | | Operational Efficiency |

  160. Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    | Expedia Group | 64 | 2025 Proxy Statement |

  161. Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

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  162. 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.

  163. CAP versus Company TSR and Peer Group TSR

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