TripAdvisor Inc
For the period ended Jun 11, 2024. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2024 · Filed Apr 29, 2024
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and Item 402(v) of Regulation S-K, the table below sets forth information about the relationship between compensation actually paid (“CAP”) to the our principal executive officer ("PEO") and non-PEO NEOs and certain financial performance measures of the Company and how the Company aligns executive compensation with the Company's performance. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with Company performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
| Value of Initial Fixed $100Investment Based On: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year (1) | SummaryCompensationTable Totalfor Mr. GoldbergPEO ($) (2) | CompensationActually Paidto Mr. GoldbergPEO ($) (3) | SummaryCompensationTable Totalfor Mr. KauferPEO ($) (2) | CompensationActually Paidto Mr. KauferPEO ($) (3) | AverageSummaryCompensationTable Totalfor Non-PEONEOs ($) (2) | AverageCompensationActually Paidto Non-PEONEOs ($) (3) | TotalShareholderReturn ($) (4) | Peer GroupTotalShareholderReturn ($) (5) | NetIncome (Loss) ($) (in millions) | Adjusted EBITDA ($) (in millions) (6) |
| (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2023 | 1,942,733 | 1,405,194 | — | — | 2,222,758 | 1,936,385 | 70.87 | 118.93 | 10 | 334 |
| 2022 | 14,496,745 | 13,353,650 | 497,535 | (5,949,665) | 3,009,827 | 749,754 | 59.18 | 81.50 | 20 | 295 |
| 2021 | — | — | 7,676,612 | 8,686,111 | 3,161,228 | 2,326,196 | 89.73 | 134.41 | (148) | 100 |
| 2020 | — | — | 919,464 | (4,013,595) | 3,800,054 | 3,528,452 | 94.73 | 137.32 | (289) | (51) |
(1)
Mr. Goldberg became the PEO on July 1, 2022. Mr. Kaufer served as PEO for a portion of Fiscal 2022 and the entirety of Fiscal 2021 and 2020. Our Non-PEO NEOs for the applicable years were as follows:(i) for Fiscal 2023: Messrs. Noonan, Kalvert and Teunissen and Ms. Soni; (ii) for Fiscal 2022: Messrs. Noonan, Kalvert and Teunissen and Mss. Soni and Nelson; (iii) for Fiscal 2021: Messrs. Kalvert and Teunissen and Mss. Soni and Nelson; and (iv) for Fiscal 2020: Messrs. Kalvert and Teunissen and Mss. Soni and Nelson.
(2)
Amounts reported in these columns represent: (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEOs; and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for our Non-PEO NEOs.
(3)
Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year. A reconciliation of the adjustments for our PEOs and the average of the Non-NEO PEOs NEOs is set forth in the tables below, which describe the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP amounts from the amounts described in the Summary Compensation Table.
(4)
Total Shareholder Return ("TSR") is cumulative for the measurement periods ending December 31, 2023, 2022, 2021 and 2020.
(5)
The Company's Peer Group represents the Research Data Group ("RDG") Internet Composite Index, which is published industry index used by the Company for purposes of compliance with Item 201(e) of Regulation S-K.
(6)
Adjusted EBITDA, a non-GAAP financial measure, is the Company's selected measure. Refer to our 2023 Annual Report for a reconciliation of adjusted EBITDA to Net Income, the most directly comparable financial measure calculated and presented in accordance with US GAAP.
| Mr. Goldberg · Mr. Kaufer | |||||
|---|---|---|---|---|---|
| Compensation Actually Paid to PEO | 2023 ($) | 2022 ($) | 2022 ($) | 2021 ($) | 2020 ($) |
| Summary Compensation Table Total | 1,942,733 | 14,496,745 | 497,535 | 7,676,612 | 919,464 |
| Deductions for Grant Date Fair Value of Stock Awards and Option Awards reported in Summary Compensation Table | — | (13,025,860) | — | (6,402,979) | — |
| Addition of Year-End Fair Value Awards Granted in the Applicable Fiscal Year that are Outstanding and Unvested | — | 11,882,765 | — | 6,080,847 | — |
| Additions (Deductions) for Change in Fair Value of Awards Granted in Prior Fiscal Years' That Vested in the Applicable Fiscal Year | (410,526) | — | (3,760,236) | 4,048,455 | (90,102) |
| Deduction of Fair Value of Prior Fiscal Years' Awards Forfeited During the Fiscal Year | — | — | (871,802) | (1,720,411) | (3,309,310) |
| Additions (Deductions) for Change in Fair Value of Prior Fiscal Years' Awards Unvested at Fiscal Year End | (127,013) | — | (1,815,162) | (996,413) | (1,533,647) |
| Compensation Actually Paid to PEO | 1,405,194 | 13,353,650 | (5,949,665) | 8,686,111 | (4,013,595) |
| Average Compensation Actually Paid to Non-PEO NEOs | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) |
|---|---|---|---|---|
| Summary Compensation Table Total | 2,222,758 | 3,009,827 | 3,161,228 | 3,800,054 |
| Deductions for Grant Date Fair Value of Stock Awards and Option Awards reported in Summary Compensation Table | (1,504,585) | (2,049,980) | (2,299,953) | (2,959,675) |
| Addition of Year-End Fair Value Awards Granted in the Applicable Fiscal Year that are Outstanding and Unvested | 1,265,320 | 966,987 | 1,182,594 | 3,355,258 |
| Additions (Deductions) for Change in Fair Value of Awards Granted in Prior Fiscal Years' That Vested in the Applicable Fiscal Year | 49,618 | 103,337 | 749,321 | (331,270) |
| Deduction of Fair Value of Prior Fiscal Years' Awards Forfeited During the Fiscal Year | (140,175) | (106,930) | (14,848) | (132,578) |
| Additions (Deductions) for Change in Fair Value of Prior Fiscal Years' Awards Unvested at Fiscal Year End | 43,449 | (1,173,486) | (452,146) | (203,337) |
| Average Compensation Actually Paid to Non-PEO NEOs | 1,936,385 | 749,754 | 2,326,196 | 3,528,452 |
Performance Measures Used to Link Company Performance and Compensation Actually Paid
The following is a list of our most important performance measures used by us to link CAP to our NEOs to company performance for fiscal year 2023. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance-based restricted stock units. The performance measures included in this table are not ranked by relative importance.
Adjusted EBITDA
Revenue
Stock Price
Please see the section "Compensation Discussion and Analysis" for a further description of these metrics and how they are used in the Company's executive compensation program.
Relationship Between Compensation Actually Paid and Financial Performance
As described in more detail in the section "Compensation Discussion and Analysis," the Company's executive compensation programs reflect a variable pay for performance philosophy. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company's performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular fiscal year. In accordance with the SEC rules, the Company is providing the following descriptions of the relationships between information presented in the pay versus performance table.
The chart below reflects the relationship between the PEO and average non-PEOs CAP and our Net Income for the fiscal years ended December 31, 2020, 2021, 2022 and 2023.
The chart below reflects the relationship between our TSR and our Peer Group TSR, as well as the relationship between CAP and our TSR for the PEO and non-PEOs for the fiscal years ended December 31, 2020, 2021, 2022 and 2023. TSR amounts reported in graphs assume an initial fixed investment of $ 100.00 on January 1, 2020, and that all dividends, if any, were reinvested.
The chart below reflects the relationship between the PEO and average non-PEO NEOs and the Company's Adjusted EBTIDA for the years ended December 31, 2020, 2021, 2022 and 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.