Booking Holdings Inc. BKNG

Removed from 2025

• Fogel Ewout Steenbergen David Goulden Peter J.
• Millones Paulo Pisano Director, President, and Chief Executive Officer, Chief Executive Officer, Booking.com Executive Vice President and Chief Financial Officer (since March 15, 2024) Former Executive Vice President and Chief Financial Officer (retired March 15, 2024) Executive Vice President and General Counsel Chief Human Resources Officer
• 2024 was an outstanding year at Booking Holdings.
• Our executive compensation program also continued to evolve as the Talent and Compensation Committee (the “T&C Committee”) implemented an individual bonus cap and revised our performance share unit ("PSU")/restricted stock unit ("RSU") mix and cash compensation mix, continuing to reflect our principles of aligning executive pay with performance and stockholder returns.
• 2024 Company Achievements
• • achieving record annual room nights; • growing our alternative accommodations offering, which were 35% of Booking.com’s room nights; • improving our loyalty programs, particularly by expanding the Genius program at Booking.com into more travel verticals; • further integrating generative artificial intelligence ("Gen AI") into our offerings to add value for consumers and partners and to drive efficiencies in our operations; • continued focus on brand awareness in key markets, including through increased spend in social media channels, while growing revenue faster than marketing expense due to an increasing mix of business through our direct channel; • more effectively managing operating expenses to increase organizational agility and create more capacity for reinvestment, with plans to continue expense reduction in 2025; • improving and expanding our flight offering at Booking.com and Agoda which drove 38% year-over-year flight ticket growth in 2024, and offering more opportunities for consumers to discover and book Connected Trips; • increasing adoption of our payments platform and capabilities; • repurchasing about $6 billion of stock, reducing our full year average share count by 7% versus 2023, and paid out $1.2 billion in quarterly cash dividends to stockholders; and • continuing our efforts to make our brands the most trusted and convenient platforms for consumers and partners.
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• Back to Contents
• GROSS BOOKINGS1 NET INCOME ROOM NIGHTS ADJUSTED EBITDA* REVENUES YEAR-END STOCK PRICE
• (1) Gross bookings is a common operating and statistical metric used in the travel industry representing the total U.S. Dollar value, generally inclusive of all taxes and fees, of all travel services purchased by consumers through our online travel reservation businesses, net of cancellations.
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• At the end of 2024, about $7.7 billion remained under our share repurchase authorization announced in February 2023.
• Our stock price increased 40% from year-end 2023 through year-end 2024, closing the year at $4,968, compared with 23% for the S&P 500 Index during the same period.
• On December 6, 2024, Booking Holdings’ stock price achieved an all-time high closing price of $5,300.
• • The Company and the T&C Committee engaged in a robust stockholder engagement process and reflected feedback in the 2024 compensation program design.
• • Changes to our compensation program design in 2024 were supported by research on peer practices and better positioned our program to attract and retain external hires, like our Chief Financial Officer, who joined the Company in 2024.
• Such changes include:
• • Increasing base salaries, which were previously below the 25th percentile, and reducing cash bonus targets.
• • Implementing an individual bonus cap of 2x for the short-term incentive program (the “Bonus Plan”) for NEOs.
• • Shifting to 60% PSU/40% RSU equity grant mix for NEOs.(1)
• We believe hearing our stockholders’ views on executive compensation and other strategic topics is important to our success.
• We provide our stockholders with the opportunity to cast an annual advisory vote on executive compensation (a “say-on-pay” proposal).
• The 2023 and 2024 say-on-pay results reflected positive support for these actions with 88% and 90% stockholder support, respectively.
• (1) In 2024, Mr. Steenbergen’s initial equity grants were composed of 50% PSU and 50% RSU, which excludes a grant of two-year New Hire RSUs granted upon joining the Company.
• Starting in 2025, Mr. Steenbergen’s equity grants follow the 60%/40% mix granted to the other NEOs in 2024.
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• WHAT WE HEARD WHAT WE ARE DOING General support for an element of time-based awards as part of the overall compensation package to prevent complete forfeiture in the event of another significant macroeconomic event.
• The compensation program maintains a time-based element with equity awards, while setting rigorous three-year performance targets for the PSUs.
• In 2024, after peer analysis, we revised the equity award mix to consist of 60% PSUs and 40% RSUs.(1) Requests to consider individual bonus caps for NEOs.
• The Committee adopted an individual bonus cap for NEOs of two times target, while also reducing target bonus opportunity and increasing base salaries in line with peer practices.
• (1) In 2024, Mr. Steenbergen’s initial equity grants were composed of 50% PSU and 50% RSU, which excludes a grant of two-year New Hire RSUs granted upon joining the Company.
• Starting in 2025, Mr. Steenbergen’s equity grants follow the 60%/40% mix granted to the other NEOs in 2024.
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• • Business-focused: the programs aim to compensate NEOs primarily for their management of the business and endeavor to mitigate the impact of external factors, such as currency fluctuations.
• Conduct formal executive succession planning.
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• • Provide a level of economic security and stability so executives can focus on meeting our objectives, and encourage attraction and retention of top talent.
• Short-term Incentive Program Cash • Company financial performance and individual performance; and • Cap of 2x target for individual NEO bonuses.
• • Promote achievement of the Company’s annual goals.
• Long-term Incentive Program PSU60% of LTI(1) • Tied to our financial performance, our relative TSR compared to a group of travel and tourism peers, and capped at target if absolute TSR is not positive; • Number of shares ranges from zero to 2x the target grant amount, depending on our financial performance over a three-year period; and • Vest, subject to continued employment, on the three-year anniversary of the grant date.
• • Incentivize strong long-term financial and TSR performance, as well as increases in our stock price over a three-year period.
• RSU 40% of LTI(1) • Tied to value of stock to align executives’ interests with those of stockholders; and • Also used in connection with new hires or promotions to provide an initial stake in the Company and an additional retention incentive until the individual’s PSUs begin to vest.
• • Alignment of interests with stockholders and to provide a retention element that balances the at-risk pay in the long-term incentive program.
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• • Compensation EBITDA is a non-GAAP financial measure based on our adjusted earnings before interest, taxes, depreciation, and amortization, as publicly reported in our earnings press releases (“Adjusted EBITDA”), further adjusted to align measurement of performance on a basis consistent with how the performance targets were set and to reduce the risk that our compensation plan could incentivize inappropriate decision-making by management to achieve Compensation EBITDA targets.
• In particular, Compensation EBITDA: • Is impacted by stock-based compensation expenses; • Excludes results of acquisitions that were not incorporated into the targets set at the outset of awards to prevent “buying results;” • Excludes the impact of foreign exchange rate changes between the time targets are set and the end of the relevant period; and • Treats all capital expenditures as expenses, which reduces Compensation EBITDA relative to our Adjusted EBITDA.
• 2023 Summer Fall • Compensation planning began for 2024 compensation • Assessment of Compensation Peer Group • Analysis of market compensation • Conducted stockholder engagement • Consolidated feedback and communicated to all T&C Committee members • Reviewed competitiveness of plan design • Conducted search for new CFO 2024 Winter Summer • Board met with a stockholder holding over 1% of our shares • 2024 Bonus Plan and long-term incentive plan performance targets • Set Company and individual goals for 2024 • Granted three-year 2024 PSUs and RSUs • Adopted individual bonus cap for future bonus payments to NEOs • Revised PSU/RSU pay mix • Revised cash compensation mix to reduce target bonus opportunity and increase base salaries • Consolidated feedback from annual meeting voting outcomes and spring stockholder engagement for T&C Committee and Board Spring Fall • Conducted stockholder engagement in connection with annual meeting solicitation • Conducted stockholder engagement • T&C Committee assessed compensation trends and considered potential changes to the compensation program for 2025 2025 Winter • Communicated stockholder feedback to all T&C Committee members • Board met with a stockholder holding approximately 3% of our shares • Finalized 2024 Bonus Plan performance and payout
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• THE ROLE OF THE BOARD AND THE T&C COMMITTEE • The independent members of the Board set performance objectives for the Company at the beginning of the year as well as performance objectives and target total compensation for the CEO for the coming year.
• • At the beginning of the following year, the T&C Committee reviews the CEO’s and the Company’s performance against those objectives and recommends CEO compensation to the Board.
• • The T&C Committee recommends, and the independent members of the Board review and approve, the payout amount of the CEO’s bonus for the prior year.
• • The T&C Committee sets performance objectives, reviews performance against those objectives, and determines the compensation for the NEOs other than the CEO.
• THE ROLE OF MANAGEMENT • Our CEO provides performance assessments and detailed compensation recommendations regarding our NEOs other than himself.
• • Our executive management team provides input to help the T&C Committee set performance metrics for our annual performance-based Bonus Plan and long-term incentive plan.
• THE ROLE OF THE COMPENSATION CONSULTANT The T&C Committee engaged Semler Brossy, an outside global executive compensation consulting firm, to advise the T&C Committee on our compensation program for the NEOs.
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• With the help of its independent compensation consultant, the T&C Committee reviews annually the appropriateness of the companies that make up the existing peer group, as well as the companies our peers identify as their peers.
• In particular, the T&C Committee sought to include internet merchandisers, online travel companies, and other technology companies with revenues between one-half and two times our annual revenues.
• The T&C Committee also included Alphabet, Amazon.com, Meta, and Microsoft because, although their revenues were more than two times our revenues, there are relatively few companies that otherwise met our criteria, we compete with them for executive talent, and they, like us, are leading e-commerce or technology companies.
• The T&C Committee determined that the 2024 peer group would consist of the sixteen companies listed below (the “Compensation Peer Group”).
• Adobe Inc. Expedia Group, Inc. PayPal Holdings, Inc. Airbnb, Inc. IAC/InterActiveCorp TripAdvisor, Inc. Alphabet Inc. Marriott International, Inc. Uber Technologies, Inc. Amazon.com, Inc. Meta Platforms, Inc. Wayfair, Inc. eBay Inc. Microsoft Corporation Electronic Arts Inc. Netflix, Inc.
• The T&C Committee reviewed revenue of the peer companies from the last twelve months as of May 2024.
• Based on this data, our revenues ranked at approximately the 50th percentile of the Compensation Peer Group.
• The T&C Committee refers to the Compensation Peer Group to assess “market” compensation, which it considers to be between the 50th and the 75th percentile of executive pay for the Compensation Peer Group.
• While the Compensation Peer Group provides the T&C Committee with guidance and information, it does not dictate the NEOs’ compensation and is not a substitute for the T&C Committee’s own business judgment in establishing compensation for the NEOs.
• Each year, the T&C Committee reviews all compensation elements, including each NEO’s base salary, annual cash incentive bonus plan opportunity, and long-term equity incentives, as well as payments that would be required under various severance and change in control scenarios.
• The T&C Committee also considers each executive’s market compensation levels and individual performance, including level of responsibility, potential for individual contribution, and breadth of knowledge and expertise.
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• 2024 COMPENSATION MIX(1)
• CEO Average of Other NEOs(2)
• (2) Other NEOs excludes Mr. Goulden, who retired as the Chief Financial Officer in March 2024.
• (3) RSU amounts exclude Mr. Steenbergen’s New Hire RSU award.
• 2024 CEO Compensation Components
• In 2024 the Board approved compensation to Mr. Fogel of $31.8 million comprised of:
• • Cash compensation of approximately $6 million (which amount includes base salary, cash bonus under the 2024 Bonus Plan, and certain additional “all other compensation”), • A three-year PSU award with a grant date fair value of approximately $15.8 million, and • An RSU award with a grant date value of approximately $10 million.
• The total compensation shown in the 2024 Summary Compensation Table also includes PSUs that were granted prior to 2024.
• The rules require the accounting value of the sub-period associated with 2024 from the 2022 PSUs to be included in the 2024 total compensation amount, which is the final one year sub-period of the 2022 PSUs.
• For Mr. Fogel, this adds an additional $13 million to his 2024 total compensation in the Summary Compensation Table.
• In 2023, the long-term incentive program returned to PSUs with three-year targets, which do not have one year sub-periods.
• in Millions(1)