Expedia Group, Inc. EXPE

32% shingled-prose overlap between the two filings.

2025: 51,959 chars · 2026: 63,941 chars

• Committee Report:12% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):66% overlap (746 → 746 chars)
• Say-on-Pay proposal:38% overlap (25,000 → 25,000 chars)

• changedThis Compensation Discussion and Analysis (“CD&A”) describes the executive compensation program of Expedia Group, Inc. (“Expedia Group” or the “Company”) Group”)as it relates to the following individuals, individualswho are our named werethe“namedexecutive officers officers”ofExpediaGroupfor the fiscal year ended December 31, 2025 (our “NEOs”): 2024:
• new•Scott Schenkel, our Chief Financial Officer;
• changed•Robert Dzielak, our Chief Legal & People Officer, Officerand Secretary;
• new•Julie Whalen, our former Chief Financial Officer (until February 7, 2025).
• changedThe following discussion and analysis should be read in conjunction with the tabular disclosures regarding the compensation of our NEOs namedexecutiveofficersin 2025 2024and the report of the Compensation Committee, which follow below.
• newIn connection with her departure, we entered into a Transition and Services Agreement with Ms. Whalen (the “Whalen Transition Agreement”), pursuant to which she agreed to remain with Expedia Group through February 17, 2025, to facilitate an orderly transition.
• newMs. Whalen’s departure entitled her to severance payments and benefits, as well as equity award acceleration, in accordance with her employment agreement and applicable Company plans and agreements, as further described in the section titled “Whalen Transition Agreement” below.
• newOn December 18, 2024, Expedia, Inc., a wholly owned subsidiary of Expedia Group, Inc. (“Expedia”), entered into an employment agreement with Mr. Schenkel (the "Schenkel Employment Agreement") and on December 19, 2024, we announced his appointment as Chief Financial Officer, effective the day after the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• newMr. Schenkel’s employment commenced on December 30, 2024, and he served as a Strategic Advisor to the Company until February 7, 2025, at which point he assumed the role of Chief Financial Officer (the “CFO Transition Date”).
• newMs. Whalen continued to serve as Chief Financial Officer until the CFO Transition Date.
• newThe terms of the Schenkel Employment Agreement were disclosed in a Current Report on Form 8-K filed with the SEC on December 19, 2024, and are summarized in the section below titled “Other 2025 Compensation Actions—Schenkel Compensation Arrangements.” Mr. Schenkel’s 2025 compensation is discussed in this CD&A and the accompanying compensation tables.
• changedExpedia Group342026 Group342025Proxy Statement
• changedAt our 2025 2024Annual Meeting of Stockholders, we held a non-binding, advisory vote to approve the 2024 2023compensation of our named executive officers for that year (commonly known as a “Say-on-Pay” vote).
• changedApproximately 75% 96.1%of the votes cast (for and against) on this proposal by our stockholders were voted in favor of our thenamed executive officers’ 2024 2023compensation and, indirectly, our executive compensation program.
• newWhile this represented majority support of the proposal, our Board of Directors recognized that these results were less than satisfactory, particularly in light of the fact that approximately 96% of the votes cast on our 2024 Say-on-Pay proposal were voted in favor of our named executive officers' compensation.
• newIn connection with our 2025 Annual Meeting of Stockholders, the Compensation Committee of our Board of Directors (the “Compensation Committee”) directed management to focus its ongoing dialogue with our major non-affiliated stockholders on our executive compensation program and compensation decisions to better understand their views and determine what actions, if any, it should consider to address their concerns.
• newWe reached out to our 25 largest stockholders representing approximately 56%1 of our total, non-affiliated voting power to discuss their views and concerns about our executive compensation program.
• newWe ultimately met with representatives of eight of these stockholders (representing approximately 35% of our total non-affiliated voting power) and received feedback on our executive compensation program.
• newThe Compensation Committee also directed its independent compensation consultant, Compensia, Inc., a national compensation consulting firm (“Compensia”), to assist with a comprehensive review of our executive compensation program to help it better compare and contrast its features with the voting policy guidelines of the major proxy advisory firms as well as current executive compensation “best practices.” In addition, the Compensation Committee carefully considered the reasons for the unfavorable vote recommendation of Institutional Shareholder Services, Inc. with respect to our 2025 Say-on-Pay proposal, as well as the analysis of our executive compensation program resulting in the favorable vote recommendation of Glass Lewis & Co., Inc. and the concerns expressed by our major stockholders leading up to and at the time of our 2025 Annual Meeting of Stockholders.
• newBased on our meetings with stockholders, as well as the foregoing analyses, the Compensation Committee determined that the primary reason for the decline in support was related to its modification of the PSU awards granted to our executive officers in 2021 following the completion of the three-year performance period to provide for a partial payout of the target number of units subject to such awards, despite not having achieved the threshold performance level contemplated by the awards.
• newThe Compensation Committee’s decision to modify the 2021 PSU awards was prompted by the confluence of three largely singular events that it considered unlikely to reoccur in combination: the near achievement of the awards’ performance threshold, a desire to recognize tenured executive officers’ successful transformation of Expedia Group into a technology platform, and retention concerns in view of an impending chief executive officer transition.
• newThe Compensation Committee also remains mindful to limit the exercise of its discretion in compensation-related matters to situations that further the long-term interests of our stockholders.
• newAs disclosed in our 2025 Proxy Statement, the Compensation Committee did not exercise its discretion to modify the 2022 PSU awards, which had a performance measurement period ending December 31, 2024, and resulted in zero shares vesting.
• newFurther, in designing the 2025 PSU awards for our NEOs, the Compensation Committee adopted a new structure featuring three consecutive one-year measurement periods, each tied to pre-established financial performance metrics (annual revenue growth and Adjusted EBITDA margin growth for the first annual measurement period).
• newThis design provides more frequent performance checkpoints and creates an annual linkage between Company financial results and executive pay outcomes, while preserving the long-term retention incentive of a “cliff” vesting date at the conclusion of the three-year continuing service period.
• newThe Compensation Committee believes this structure is responsive to stockholder feedback favoring greater transparency and more frequent performance assessment in our long-term incentive program.
• new1 Source: percentages calculated using outstanding shares as of April 4, 2025, and based on Form 13F filings for the period ending March 31, 2025.
• changed2026 2025Proxy Statement35Expedia Group
• changedWe continue to value the opinions of our stockholders on corporate governance, executive compensation and related matters.
• newThe Compensation Committee views the Say-on-Pay vote as a meaningful opportunity to receive feedback from our stockholders about our executive compensation actions and decisions, thereby supplementing the information we gather each year during our ongoing engagement efforts.
• newThis feedback helps our Board of Directors better understand what motivates our stockholders’ views and objectives and address their interests and concerns.
• changedThe Compensation Committee will continue to consider the annual result of the Say-on-Pay vote, as well as feedback received throughout the year, when making decisions concerning our executive compensation program and pay decisions for our named executive officers.
• changedOur stockholders are also invited to express their views to our Board of Directors and the Compensation Committee as described under “Corporate Governance and Board of Directors – Communications with the Board” in this Proxy Statement.
• changedExpedia Group’s executive compensation program is designed to attract, motivate, reward and retain andrewardhighly skilled executives with the business experience and acumen that we believe are necessary for achievement of Expedia Group’s long-term business objectives in a dynamic and extremely competitive environment.
• changedOur executive compensation program is programsarebased on the following core objectives:
• changedWe support a "pay for performance" culture where reward levels reflect variances between desired and actual anddesiredperformance results.
• changedTo that end, we believe the thatcompensation packages provided to our executive officers should generally include performance-based opportunities and a significant longer-term equity-based component.
• changedWe aim to incorporate flexibility into our compensation programs and the assessment process to respond to and adjust for the evolving business environment and to recognize different levels of individual contribution.
• changedThe Compensation Committee has primary responsibility for determining establishingthe compensation of our executive officers.
• changedThe Compensation Committee is appointed by our Board of Directors, Directorsand each member satisfies the independence requirements for Compensation Committee members under the current standards imposed by the SEC and the applicable Nasdaq Marketplace Rules.
• changedAll compensation decisions referred to in this CD&A have been made by the Compensation Committee, based (in part) on recommendations from Mr. Diller and our Chief then-ChiefExecutive Officer. Officer(asdescribedbelow).
• changedFor additional details regarding the Compensation Committee, please see “Board Committees – -Compensation Committee” in this Proxy Statement.
• changedExpedia Group362026 Group362025Proxy Statement
• changedIn the first quarter of 2025, 2024,Mr. Diller and Ms. Gorin Mr.Kerndiscussed with the Compensation Committee their views on corporate performance, individual executive officer performance and compensation packages for the executive team.
• changedMr. Diller and Ms. Gorin Mr.Kernreviewed with the Compensation Committee the performance of Expedia Group and each executive officer, including each named executive officer officer,other than themselves, and made recommendations with respect to the appropriate base salary and grants of long-term incentive compensation opportunities in the form of equity awards.
• changedSeparately, Mr. Diller separatelydiscussed with the Compensation Committee his own compensation as well as Ms. Gorin's Mr.Kern'scompensation as ViceChairmanandChief Executive Officer.
• changedIn connection with its 2025 2024annual compensation review, the Compensation Committee continued to retain Compensia Compensia,Inc.,anationalcompensationconsultingfirm(“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.
• changedA more detailed description of the compensation peer group review and use of survey and other data provided by Compensia theCompensationCommittee’scompensationconsultantis included in the section titled “Role of Competitive Data and Tally Sheets” below.
• changedBased on the consideration of the various independence factors specified in the applicable SEC and Nasdaq Marketplace Rules, and a review of these factors for 2025, 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.
• changedMultiple data sources are considered when reviewing compensation information to ensure that the data reflects reflectcompensation practices of relevant companies in terms of size, industry, complexity and geographic location.
• changedAmong other factors, the following information, when available, is considered when determining the establishingcompensation of forour executive officers:
• changed◦direct industry competitors; and
• changed◦non-industry companies with which Expedia Group commonly competes for executive and other talent, including both regional and national, technology-focused competitors; and
• changedWhen evaluating and determining executive officer compensation, the Compensation Committee is provided with competitive positioning data for similarly situated executives at companies in our identified data sources, compensationpeergroup,as well as summary consolidated information about our executive officers’ target total direct compensation, pay history and potential future realizable compensation (commonly called “tally sheets”) to use in setting individual compensation levels.
• changed2026 2025Proxy Statement37Expedia Group
• changed2025 2024Compensation Peer Groups
• changedIn September 2024, 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.
• newAfter considering the applicable selection criteria, Compensia's recommendations and other relevant factors, the Compensation Committee approved the removal of Activision Blizzard, Inc. and VMware, Inc., in view of their respective acquisitions, and the addition of Carvana Co. and Zoom Video Communications, Inc., technology platform companies with appropriate annual revenues and market capitalization ranges.
• newThe Compensation Committee also approved the removal of DISH Network, Inc. and Caesars Entertainment, Inc. from the chairman/senior executive peer group as the former company was acquired, while the compensation of the latter’s executive chair was no longer reported and the addition of Avis Budget Group, Inc. and Hubspot, Inc. to the peer group as both reported compensation for the individuals serving as their executive chairs.
• changedThe Compensation Committee then considered data regarding compensation for comparable executive officer positions at the following peer companies when approving executive officer compensation during 2025: 2024:
• changedAirbnb, ActivisionBlizzard,Inc.Electronic Arts, ArtsInc.Tripadvisor, Inc.Block, Inc.Airbnb,Inc.Etsy, Inc.Uber Technologies, Inc.Booking Holdings, Inc.Block,Inc.Live Nation Entertainment, Inc.Wayfair, Inc.Carvana Co.Lumen Technologies, Inc.Workday, Inc.Chewy, Inc.VMwareInc.BookingHoldings,Inc.LumenTechnologiesWayfairLLCChewy,Inc.Lyft, Inc.Zillow Group, Inc.Workday,Inc.DoorDash, Inc.Pinterest, Inc.Zoom Video Communications, Inc.ZillowGroup,Inc.eBay, Inc.Rocket Companies, Inc.
• newAvis Budget Group, Inc.Fox CorporationHyatt Hotels CorporationCarnival Corporation & plcHost Hotels & Resorts, Inc.Netflix, Inc.The Charles Schwab CorporationHubspot, Inc.News CorporationThe Estee Lauder Companies, Inc.
• changedExpedia Group382026 Group382025Proxy Statement
• changedFollowing recommendations from management and input from its theindependent compensation consultant, the Compensation Committee may adjust compensation for our executive officers at other times during the year including when individuals executivesare 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.
• changedAn executive officer’s base salary is initially determined upon hire or promotion based on the executive officer’s responsibilities, prior experience and the salary levels of other executives within Expedia Group and similarly situated executives at comparable companies in our respective peer groups. companies.
• newLong-Term Incentive Compensation
• changedIn recent years, the equity awards granted to our executive officers have primarily been in the form of time-based performance-basedrestricted stock units and performance-based time-basedrestricted stock units.
• changedThe Compensation Committee alsogrants RSU awards to our executive officers and other employees.
• changedRSU awards align the interests of our executive officers and other employees with those of our stockholders and help manage the dilutive effect of our long-term incentive equitycompensation program.
• newRSUs granted in 2025 typically vest over a three-year period and RSUs granted before then typically vest over a four-year period.
• changedHistorically,ourRSUawardstypicallyvestoverafour-yearperiod,andWe believe that RSU awards theyhelp incentivize our executive officers and other employees to build value that can be sustained over time.
• changed2026 2025Proxy Statement39Expedia Group
• newThe Compensation Committee also grants PSU awards subject to pre-established performance-based vesting conditions.
• newFrom 2021 through 2024 the Compensation Committee granted PSUs to the Company’s travel leadership team (including our NEOs) and certain other executives, and beginning in 2025, the Compensation Committee determined that PSU awards would be reserved for members of the Company’s travel leadership team, with other executives receiving 100% of their annual equity compensation in the form of RSU awards.
• changedFor 2025, all NEOs (other than our Chief Accounting Officer) received 50% of their annual equity compensation in the form of PSU awards (with the remaining 50% in RSUs, as discussed further below), while our Chief Accounting Officer, a Senior Vice President and direct report to our Chief Financial Officer, hasreceived an annual equity award composed entirely of 25%PSUand75%RSU awards – consistent with Company practice for all Senior Vice Presidents.
• changedThe PSU awards that the Compensation Committee has granted to date generally have multiple-year performance periods (or multiple annual measurement periods in the case of the 2025 PSU awards), 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 applicable performance period and have a maximum payout capped at 200% of target. targetorlower.
• changedIn 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, an theanalysis performed by ofits compensation consultant, and theimportanceofemphasizingoverall Company performance, with a performanceandthegoal of aligning incentives anincentiveclearly and directly alignedwith stockholder interests.
• changedThe meeting at which the Compensation Committee approves these awards is generally scheduled several months in advance and is scheduled timedto occur after the public disclosure of Expedia Group’s prior year financial statements.
• changedFor specific awards granted grantsto our executive officers, management makes recommendations based on a variety of factors, including:
• changedExpedia Group402026 Group402025Proxy Statement

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