TripAdvisor, Inc.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
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Item 5. Other Information
In the first and second quarters of 2025, the Company’s Compensation Committee, in consultation with its independent compensation consultant, undertook a review of the severance provisions applicable to the Company’s named executive officers upon a qualifying termination of employment not in connection with a change in control in order to provide consistency among the severance provisions applicable to the named executive officers and to align the provisions with market practice.
Following that review, on June 16, 2025, the Compensation Committee approved changes to certain severance provisions applicable to the Company’s named executive officers as set forth in the Company’s proxy statement filed with the SEC on April 30, 2025, which have been implemented via an amendment and restatement of the Company’s Executive Severance Plan and Summary Plan Description and related participation letters with the named executive officers, which were entered into on August 5, 2025 (collectively, the “Amended and Restated Severance Plan”).
In the event of a Qualifying Termination not in connection with a Change in Control (each, as defined in the Amended and Restated Severance Plan), the named executive officers are eligible to receive the following payments and benefits under the Amended and Restated Severance Plan:
continued payment of base salary for 12 months (or 18 months in the case of Mr. Goldberg) following termination;
an amount equal to the named executive officer’s target annual bonus (or 1.5x his target annual bonus in the case of Mr. Goldberg) for the year in which the Qualifying Termination occurs;
if the named executive officer is participating in the Company’s group health plan and subject to his timely election and eligibility for COBRA benefits, the Company will pay the monthly premium for health insurance coverage for the named executive officer and his eligible dependents until the earlier of 12 months (or 18 months in the case of Mr. Goldberg) following termination or the date he becomes re-employed or otherwise ineligible for COBRA coverage;
all equity awards that are outstanding and unvested at the time of such Qualifying Termination that would have otherwise vested during the 12-month (or 18-month in the case of Mr. Goldberg) period following such termination will vest (provided that equity awards that vest less frequently than annually shall be treated as though such awards vested annually), subject to the achievement of any performance conditions applicable to such equity awards; and
any then-vested stock options and stock appreciation rights held by the named executive officer will remain exercisable through the original expiration date of the award.
The severance payments and benefits the named executive officers are eligible to receive under the Amended and Restated Severance Plan are generally consistent with the severance payments and benefits the named executive officers were previously eligible to receive, except that the severance payments and benefits payable to Mr. Goldberg not in connection with a Change in Control are payable upon a termination by him for Good Reason (in addition to a termination by the Company without Cause), the target bonus payment was added and the post-termination exercise period for vested stock options was extended to the full term of the award in the event of a Qualifying Termination not in connection with a Change in Control. In addition, consistent with the other named executive officers, Mr. Noonan is eligible to receive partial accelerated vesting of his outstanding equity awards in the event of a Qualifying Termination not in connection with a Change in Control. Mr. Noonan and Mr. Kalvert retain their eligibility for existing severance benefits in the event of a resignation for Good Reason not in connection with a Change in Control pursuant to the terms of their offer letters with the Company. No changes were made to the severance benefits payable upon a qualifying termination of employment in connection with a Change in Control. Receipt of severance payments and benefits under the Amended and Restated Severance Plan is contingent upon the execution and effectiveness of a separation and release in favor of the Company.
This summary of the Amended and Restated Executive Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Executive Severance Plan, including the form of participation letter attached thereto, a copy of which is attached hereto as Exhibit 10.10 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
On June 3, 2025, Seth Kalvert, Chief Legal Officer of the Company, adopteda trading arrangement for the sale of the Company’s common stock (a “Trading Plan”) intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). The Trading Plan has a term of one year and provides for the sale of up to 50,000 shares of common stock pursuant to the terms of the plan.
No other directors or executive officers of the Company adopted, modified, orterminated a Rule 10b5-1 Trading Plan during the second quarter of 2025.
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