Airbnb Inc

For 2023, the primary elements of our named executive officers’ compensation and a brief description of each are:

100% of our CEO’s compensation and approximately 94% of our other named executive officers’ compensation isat-risk. Note that Mr. Chesky does not receive any compensation outside of the Multi-Year Award (as defined and described below), which is comprised solely ofperformance-based RSUs.

In addition, our named executive officers are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. We also provide certain limited severance benefits, limited perquisites, and other benefits, which aid in attracting and retaining executive talent. Each of these elements of compensation for 2023 is described further below.

Base Salary

The base salary of each named executive officer, other than Mr. Chesky, is intended to align with the scope and complexity of their roles, their relative capabilities, and competitive market realities. The leadership development, belonging and compensation committee reviews the base salaries of our executive officers annually and may adjust them to reflect market conditions or other factors.

At the beginning of 2023, it was determined by the leadership development, belonging and compensation committee to not increase the base salaries for our continuing named executive officers. The base salaries of our named executive officers were set as follows:

As discussed in the “CEOMulti-Year Equity Award” section below, Mr. Chesky requested, and the board of directors approved, a base salary of $1 per year upon the approval of his equity award in November 2020.

Cash Incentive Compensation

Approach to Short-Term Cash Incentives

Airbnb’s Bonus Plan has been designed to attract and retain key talent and reward executives based on performance against key strategic priorities. Our philosophy is to cover performance beyond Company financial performance and include broader stakeholder priorities.

Upon Mr. Chesky’s request and in light of his holdings of our common stock, our board of directors determined that Mr. Chesky would not participate in the Bonus Plan, and it is intended that he will not be a participant in the Bonus Plan going forward. All of our other named executive officers participated in the Bonus Plan.

Target bonus levels for our named executive officers remained the same in 2023. The 2023 target bonuses for our named executive officers as a percentage of base salary were as follows:

Payouts for 2023 were determined based on the product of: (i) the named executive officer’s annual base salary; (ii) his or her target annual bonus percentage; and (iii) a Company performance multiplier.

2023 Short-Term Cash Incentive Plan

Our Bonus Plan is designed to attract and retain key talent, reward executives based on performance against key strategic priorities and align with our focus on continued long-term value creation for all of our stakeholders.

The leadership development, belonging and compensation committee used the same structure for all bonus participants, including our participating named executive officers, to focus the Company on a common set of performance objectives. The 2023 Bonus Plan allows above target payouts and were capped at 120% of target. The Bonus Plan covers performance beyond Company financial performance and includes broader stakeholder priorities. The 2023 Bonus Plan focused on five 2023 Company priorities:

At the beginning of the year, the leadership development, belonging and compensation committee established weightings for each priority and specific, objective metrics within each that reflected a combination of annual goals and other strategic priorities that needed to be accomplished during the year. In total, there were over 20 specific metrics, each of which maps tolonger-term commitments across our five key stakeholders: Hosts, guests, the communities within which we operate, employees, and shareholders.

Performance on the five priorities is tracked semi-annually and paid out after the end of the year. The formulaic assessment of performance resulted in a payout of 96% of target.

2023 Bonus Payout

Equity Compensation

Equity compensation reinforces the importance of along-term, ownership orientation, creates alignment with our stakeholders, and promotes retention. Equity-based compensation is the most significant portion of compensation for our named executive officers. We grant a mix of stock options and RSUs to our executives. For our ongoing annual awards, the named executive officers (other than Mr. Chesky) receive 50% stock options and 50% RSUs. Stock options only provide value to executives when the stock price increases. We believe that stock price growth will only happen in a meaningful and sustained way if we are successful in creating value across all of our core stakeholders. The 10-year term of our options further promotes along-term orientation. Our stock options generally vest over four years with monthly vesting over thefour-year period, subject to continued service.

Our RSUs generally have aservice-based vesting condition. The vesting period for these awards is typically four years with quarterly vesting over thefour-year period, subject to continued service.

2023 Annual Equity Grants

In 2023, we granted each named executive officer other than Mr. Chesky an annual equity award (the “2023 Annual Equity Grants”). The size of such grants were set by our leadership development, belonging and compensation committee following consideration of a number of factors set forth in the subsection titled “ —Determination of Compensation” above, as well as our Chief Executive Officer’s recommendations. The 2023 Annual Equity Grants were made in March 2023, consistent with the timing of grants made to our broader employee population.

The 2023 RSU grants have aservice-based vesting condition that is satisfied as to 1/16th of the RSUs on each quarterly anniversary of February 19, 2023, in each case, subject to the executive’s continued service with us through each applicable vesting date. The 2023 option awards have an exercise price of $122.41 and vest in 48 substantially equal monthly installments beginning on the first monthly anniversary of February 19, 2023, in each case, subject to the executive’s continued service with us through each applicable vesting date.

The number of shares subject to RSU and option awards granted to our named executive officers as part of the 2023 Annual Equity Grants were as follows:

Additional Equity Grants

On December 4, 2023, the leadership development, belonging and compensation committee also approved an additional grant of 4,040 RSUs to Mr. Stephenson. This additional award reflected Mr. Stephenson’s promotion to the Chief Business Officer role. Theservice-based vesting condition is satisfied as to 1/16th of the RSUs on each quarterly anniversary of November 19, 2023, subject to Mr. Stephenson’s continued service with us.

CEOMulti-Year Equity Award

Mr. Chesky’s 2023 compensation reflects the compensation program that was implemented by the board of directors in November 2020. At that time, our board of directors, in consultation with its compensation consultant, Semler Brossy, designed a new compensation program for Mr. Chesky, whom it considered critical to retain and incentivize in light of his sustained and unparalleled leadership since the inception of Airbnb. Under the program, the board of directors reduced Mr. Chesky’s base salary from $110,000 to $1 and set his target bonus at $0, per Mr. Chesky’s preference. In addition, in November 2020, the board of directors granted Mr. Chesky themulti-year equity award, comprising 12 million RSUs (the“Multi-Year Award”).

CEO Compensation Design Objectives:

Multi-Year Award Performance Update

In 2023, no new tranches of the Multi-Year Award were earned or vested. However, per the terms of the award, the shares subject to tranche 1, which became earned and vested in 2021, were delivered to Mr. Chesky on November 10, 2023. Outside of shares held to cover taxes, the shares subject to tranche 2, which vested in November 2022, will not be delivered to Mr. Chesky until November 2024. The Multi-Year Award is structured so that meaningful value may only be realized upon the achievement of sustained and significant high-performance levels. The award is divided into ten tranches that are eligible to vest based on the achievement of stock price goals measured based on the average of our stock price over a 60 trading day trailing average during the performance period. Each tranche will vest on the later of the applicable Vesting Eligibility Date set forth in the table below, or, starting on the first anniversary of the date of grant, the date such average stock price exceeds the stock price hurdle, subject to Mr. Chesky’s continued employment as our Chief Executive Officer.

Significant Stretch Hurdles

The Multi-Year Award is structured so that meaningful value may only be realized upon the achievement of sustained and significant high-performance levels. In order to earn all of the tranches, the stock price will have to be over 7x the price at IPO and 13x the price at the time of grant.

Commitment to Stakeholders

In designing the compensation program for Mr. Chesky, our board of directors was cognizant of Mr. Chesky’s intention to contribute shares of our common stock worth over $100 million to support the Host Endowment Fund and to donate the net proceeds from the Multi-Year Award to community, philanthropic and charitable causes.

Perquisites and Other Benefits

We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, with the exception of the benefits below, we did not generally provide perquisites to our executive officers in 2023.

As a result of Mr. Chesky’s and Mr. Blecharczyk’s high profiles as the Chief Executive Officer, Co-Founder of Airbnb and Chief Strategy Officer, Co-Founder of Airbnb, respectively, and the global footprint of the business, we maintain an executive protection security program pursuant to which we pay for costs related to security for Messrs. Chesky and Blecharczyk. Security is provided at their respective personal residences, during business travel and during some personal travel. Security includes the use of a leased vehicle and driver, who is also a member of the security detail. Although the overarching purpose of the program is business related, some aspects of the program provide direct and indirect benefits to Messrs. Chesky and Blecharczyk. The costs of this program attributable to security at their respective personal residence or during personal travel are reported in our “2023 Summary Compensation Table” below as “All Other Compensation” for Messrs. Chesky and Blecharczyk. We engaged a third party consulting firm to perform annual risk assessments for Messrs. Chesky and Blecharczyk. Security costs in 2023 were consistent with those assessments.

All employees, including our named executive officers, are provided an employee travel coupon up to $500 at the beginning of each calendar quarter plus an additional travel coupon on certain employment-based milestones (including an additional travel coupon of $2,000 on their fifth anniversary of employment with us), as well as an additional amount intended to serve as a taxgross-up on the value of the travel coupon.

We may also pay filing fees incurred by our executives under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on their behalf from time to time.

Tax Gross-Ups. We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our Company, other than nominal amounts provided to all employees in connection with the employee travel coupon, work-from-home reimbursements and wellbeing allowances (as described below), and other limited benefits, or in limited circumstances, such as in connection with relocations.

Health and Welfare and Retirement Benefits

Health/Welfare Plans. All of ourfull-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:

We also provide all employees with limited work-from-home reimbursements and wellbeing allowances under our Live and Work Anywhere Allowance (of up to $350 in reimbursements per quarter towards eligible expenses) and Educate Anywhere Allowance (of up to $1,000 in reimbursements annually towards eligible expenses).

401(k) Plan. We currently maintain a 401(k) retirement savings plan for our U.S. employees, including our named executive officers, who satisfy certain eligibility requirements. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on apre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle fortax-deferred retirement savings through our 401(k) plan, and making fully vested matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Severance Benefits

Each of Messrs. Chesky, Stephenson, Blecharczyk and Balogh are party to Change in Control and Severance Agreements, which provide for certain severance benefits and payments both outside of and in connection with a change in control. In addition, in connection with her planned departure with the Company, Ms. Powell entered into a Retention Agreement in December 2023, which provides for certain severance benefits and payments and which superseded the Change in Control and Severance Agreement she was previously party to. A description of the Retention Agreement as well as information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2023, is set forth in the subsection titled “ —Potential Payments Upon Termination or Change in Control” below.

Company Policies Regarding Hedging and Pledging

Executive officers, members of the board of directors, employees and independent contractors may not directly or indirectly engage in transactions intended to hedge or offset the market value of Airbnb stock owned by them. In addition, pledging of Airbnb stock by executive officers and members of the board of directors as collateral for loans and investments is prohibited absent approval by the board of directors, and such pledge shall not exceed 5% of the outstanding shares of Company securities held by such officer or director and such loan shall not exceed an aggregate amount of $50 million.

Clawback Policy

We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers in the event of an accounting restatement, as required by new SEC rules and Nasdaq Listing Standards implemented pursuant to the Dodd-Frank Act.

Executive Stock Ownership Policy

We have also adopted a stock ownership policy that applies to our executive officers (including our Chief Executive Officer) and certain other key employees. Employees covered by the policy are required to hold a number of shares of common stock equal to: (i) for our Chief Executive Officer, ten times his annual base salary and (ii) for each other executive officer and key employee, five times their annual base salary. Under the policy, until a covered employee has reached the minimum ownership guideline, 50% of the shares acquired pursuant to Company equity awards (net of taxes) must be held by such employee.

Tax and Accounting Considerations

As a general matter, our board of directors reviews and considers the various tax and accounting implications of compensation programs we utilize.

Deductibility of Executive Compensation. Section 162(m) of the Code denies apublicly-traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer, and the next three highly compensated executive officers. However, we believe that maintaining the discretion to provide compensation that isnon-deductible allows us to provide compensation tailored to the needs of our Company and our named executive officers and is an important part of our responsibilities and benefits our stockholders.

Accounting for Stock-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) for ourstock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for allshare-based awards made to employees and directors, including stock options and RSUs, based on thegrant-date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.