Booking (BKNG) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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Filed by a Party other than the Registrant

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Booking Holdings Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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APRIL 26, 2022

Dear Fellow Stockholders,

Since the first ominous signs of a novel virus spreading rapidly at the beginning of 2020, our world has had to face multiple shocks — from a global pandemic, to a tragic war in Ukraine, to increasing concern about the impact of climate change. For our industry, these circumstances pose a critical question: what role does travel play amid these difficult times? As a business, we truly believe travel to be a great force for good. It is this deeply held belief that drives our mission day in and day out to make it easier for everyone to experience the world. In 2021, despite these challenging circumstances, I am extremely proud of the work our more than 20,000 employees from all over the world achieved to be prepared for travel demand as it re-emerged, to help enrich the lives of the customers we serve, and to drive business for our valued travel partners.

Since the beginning of the pandemic, I have said that while the recovery may be long, travel will always remain fundamental to people’s lives. Throughout 2021, this proved to be true as evidenced by busy airports whenever and wherever travel restrictions were lifted. We saw this cause and effect in our own business, with $76.6 billion in gross bookings and 591 million room nights booked in 2021. Seeing demand returning, we took important steps to ensure we were not just there for it, but gaining new ground in areas of our business that will position us for long-term growth, while building a more sustainable and inclusive future for travel. Ultimately, our long-term goal is to have a company that has more revenue, earnings, and faster growth than before entering the pandemic.

Driving Innovation

In an increasingly mobile world, Booking.com's app was the most downloaded online travel app globally in 2021, with 63 million downloads. We made enhancements to its ease of use and improved the visibility and in-app experience for flights, ground transport and attractions so that we can continue to be top of mind for and drive loyalty among consumers. Overall, our apps continue to represent an increasing majority of our mobile bookings, with mobile bookings, primarily through our apps, representing about two-thirds of our total room nights in 2021.

We launched the KAYAK Hotels pilot last year to elevate the guest experience and improve the profitability of our accommodation partners through better technology and deeper integration into our apps. It's still early in development but the initial progress is promising. As the industry continued to recover from the global pandemic, we drove different initiatives to support those affected, including Agoda’s Vaxxed to Go campaign, which provides discounted rates to vaccinated travelers to promote safe travel.

To continue our journey to provide global solutions for our partners and consumers, we acquired Getaroom to build upon our existing strategic partnerships efforts at Priceline, as our B2B business is an important component in our U.S. expansion efforts. We also agreed to acquire Etraveli Group as we work to expand our global flight offering at Booking.com, which is now live in nearly 40 countries and growing rapidly.

Over the last year we continued to build out our Genius program at Booking.com. This loyalty plan provides greater value for our customers through added incentives such as lower prices, complimentary breakfasts, room upgrades, and discounted airport taxis. It is also a valuable marketing platform for our partners who use it to selectively reach and acquire our high spending customers who travel more frequently.

We also progressed in our efforts to support and educate different stakeholders on the importance of sustainable travel through the development and implementation of Booking.com’s Travel Sustainable badge, with over 100,000 properties undergoing certification to date, as well as through KAYAK’s Co2 filter which launched in late 2020. We also launched our Travel Proud program and property badges at Booking.com to help support our partners to provide an inclusive travel experience for everyone.

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A Connected Vision

While these highlights provide a glimpse into the innovation we drove through 2021, they also lay an important foundation for our long-term vision to build the Connected Trip, which means creating a seamless, connected experience across all parts of travel. Technology will remain the backbone of our efforts as we work to eliminate friction from the travel experience for travelers and our partners. With digital shifts accelerated by the pandemic, we will continue to innovate how we apply technology at scale to bring value at every stage of the travel journey. As part of this, we are currently developing a set of A.I. principles that can serve as a framework for our operations, guiding us to build inclusively, responsibly, and ethically. Ultimately, what we’re aiming to build through the Connected Trip requires agility and flexibility of new technologies to truly revolutionize the online travel experience for everyone.

While we work toward a more connected travel future, we will continue to remain laser-focused on our core business of accommodations, both improving our leading hotels business globally and further investing to improve and grow our alternative accommodations offering. We have two key strategic focus areas: expanding our payments platform and growing market share in the U.S. In 2021, about 27% of Booking.com’s gross bookings were made through our payment platform, compared to over 15% in 2019. We continue our work to position Booking.com as an attractive and trusted payment intermediary, providing payment options favored by both travelers and our supplier partners across travel verticals, to deliver on our Connected Trip vision. Growing our share in the extremely competitive U.S. market, building on gains made in 2021, will require a multi-tiered approach, and Booking.com’s, Priceline’s, and KAYAK’s recent major national ad campaigns in the U.S. were a signal of our commitment to invest in this important market.

The Future for Technology

Technology plays a vital role in not just our customers’ and partners’ lives, but for the world. It is important that governments around the world continue to do their job of ensuring that as the global technology industry continues to evolve, critical challenges are considered carefully: from privacy, to ethics, to ensuring a level playing field and an environment that fosters healthy competition. As we see new regulatory concepts emerge in our industry, I want to reiterate that we believe competition is critical to drive innovation. We need clear, consistent regulation for all players. Travel is global and the sector is highly competitive and dynamic. To ensure a level playing field, regulators must look at the market from a global perspective. Making sure all players compete fairly will result in better products and services and competitive pricing for travel services. Unified, enforceable, and fair regulation will benefit all.

In 2021, we saw global leaders agree to modernize the global tax system with the principle of establishing a cohesive, fair, and consistent global corporate tax structure. This decision by the OECD and G20 was welcomed but there still remains significant uncertainty pertaining to its implementation, as well as to other regulations under discussion — regulations that could very well dictate the future of the digital economy, particularly as more businesses explore less regulated technologies like blockchain and build towards Web3 and the Metaverse. The time is now for businesses and governments to collaborate and develop clear, appropriately targeted regulation that will foster innovation which can have a lasting positive impact for generations to come.

Driving Value for all Stakeholders

As we look into 2022 and beyond, corporate and societal shifts mean that more than ever, businesses must lead by example and ensure their values reflect those of stakeholders and the communities of which they are a part. As a business, we fundamentally believe that making decisions from a stakeholder vantage point will maximize stockholder value in the long run, in addition to delivering broader societal and community benefits. Over the last several years, our aim has been to generate profitable, sustainable growth that creates increasing value across the geographies in which we operate. These decisions come with countless considerations that we think through with a long-term perspective.

We have continued to prioritize our sustainability efforts and earlier this year we released our first ever Climate Action Plan, which outlines Booking Holdings’ goal to achieve near-zero emissions for our own operations by 2030 and net-zero emissions by 2040. Our Climate Action Plan is the first of its kind for any global online travel company, and we hope it can serve as a framework for other players in the space while fostering true industry collaboration to address the climate crisis.

As the devastating war broke out in Ukraine, we considered various scenarios to provide assistance while moving as quickly as we could. This prompted us to immediately pledge a donation of $1 million to provide on the ground aid to refugees fleeing the war, as well as matching all donations made by our employees. We also utilized our own resources to develop technology that enables our partners to offer free or heavily discounted accommodations in countries across Europe to support refugees fleeing Ukraine at this unimaginable time. At the time of this writing, we believe that more than 20,000 refugees have been provided with places to stay.

Travel’s Positive Power

We believe travel is fundamental for everyone. We saw the need for travel at the peak of the pandemic, when doctors and nurses were traveling to provide necessary aid in stricken cities. It was travel that demonstrated the

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power of unity between governments and businesses working together to help bring much needed business to tourism-dependent cities and countries around the world. We witnessed the joy travel brings to people when airport arrival halls were full of emotional reunions and departure halls were bustling with travelers eager to explore the world once again. Travel reminds us that the world is our home and that we each have a responsibility to protect it.

I want to extend my deepest gratitude to every stakeholder who believes in our mission of making it easier for everyone to experience the world - from our dedicated 20,000+ Booking Holdings colleagues around the world doing extraordinary work every day, to our partners and customers, to government agencies, to our Board and our stockholders. Thank you for being a part of this journey with us. I look back with pride on all we have achieved through daunting times together, and look ahead to what I believe will be a bright and rewarding future for travel.

Sincerely,

Glenn D. Fogel

President and Chief Executive Officer

April 26, 2022

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APRIL 26, 2022

Dear Stockholder:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Booking Holdings Inc. to be held at 11:00 a.m. Eastern Time on Thursday, June 9, 2022.

Due to the COVID-19 pandemic, this year’s Annual Meeting will be held in a virtual format with no physical meeting location to provide a safe experience for our stockholders and employees. You may attend the virtual Annual Meeting by visiting the website www.virtualshareholdermeeting.com/BKNG2022. To ask questions and vote at the Annual Meeting, you will need the 16-digit control number that appears on your Notice of Internet Availability of Proxy Materials, on the proxy card, or on the instructions that accompanied the proxy materials.

This booklet includes the Notice of Annual Meeting and proxy statement. The proxy statement provides information about Booking Holdings Inc. in addition to describing the business we will conduct at the meeting.

Whether or not you plan to attend the Annual Meeting, please mark, sign, date, and return your proxy card in the enclosed envelope as soon as possible or vote online or by calling the toll-free telephone number as described in the instructions included in your proxy card. Your stock will be voted in accordance with the instructions you give in your proxy card. You may attend the Annual Meeting and vote through the virtual meeting platform, even if you have previously returned your proxy card or voted by telephone or online, by following the instructions included in the proxy statement. We hope you are able to join us on June 9.

Sincerely,

Robert J. Mylod, Jr.

Chair of the Board

April 26, 2022

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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

The Board of Directors of Booking Holdings Inc. (the “Company”) is soliciting your proxy for the 2022 Annual Meeting of Stockholders.   THURSDAY, JUNE 9, 2022 11:00 a.m. Eastern Time www.virtualshareholdermeeting.com /BKNG2022 RECORD DATE The Board of Directors fixed the close of business on April 21, 2022 as the record date for identifying those stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the Annual Meeting.           This proxy statement and our 2021 Annual Report are also available on our website at https://ir.bookingholdings.com/ financial-information/annual-reports.

WE WILL BE VOTING ON THE FOLLOWING MATTERS: 1. To elect eleven directors to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified; 2. To approve on an advisory basis the 2021 compensation paid by the Company to its named executive officers; 3. To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022; 4. To consider and vote upon a non-binding stockholder proposal requesting the right of stockholders holding 10% of outstanding shares of common stock to call a special meeting; 5. To consider and vote upon a non-binding stockholder proposal requesting the Board of Directors incorporate climate change metrics into executive compensation arrangements for our Chief Executive Officer and at least one other senior executive; and 6. To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting. Even if you have given your proxy, you may still vote on the virtual meeting platform if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name to obtain a 16-digit control number.   At the Meeting: To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/BKNG2022. To vote or ask questions during the Annual Meeting, you must have the 16-digit control number included on your proxy card or Notice of Internet Availability of Proxy Materials. Online: You may vote online as described in the instructions included with your proxy card. Telephone: You may vote by calling the toll-free telephone number as described in the instructions included with your proxy card. Mail: Complete, date, sign, and return the enclosed proxy card and return it in the enclosed postage prepaid envelope (if mailed in the United States).   April 26, 2022 By Order of the Board of Directors Vijay S. Iyer Corporate Secretary Norwalk, Connecticut

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PROXY SUMMARY

This summary highlights our mission, selected business results, and corporate governance and executive compensation information. Before voting and for more complete information about these topics, please review the complete proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021.

Our mission is to make it easier for everyone to experience the world

Booking Holdings is the world’s leading provider of online travel and related services, provided to customers and partners in more than 220 countries and territories and operating in more than 40 languages. We connect consumers wishing to make travel reservations with providers of travel services around the world through our online platforms through six primary consumer-facing brands:

		Accommodations	Ground Transportation	Flights	Restaurants	Activities	Metasearch

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Our 2021 Performance

Impact of Certain Global Events

First, we believe it is important to acknowledge the senseless violence and wanton disregard for the lives of the Ukrainian people as a result of the Russian invasion. We are deeply concerned for our employees, consumers, and partners in Ukraine.  The safety of our colleagues and supporting them through this time has been our top priority, and we have been working closely with our employees and their families in Ukraine looking to seek refuge. We commend our colleagues in Ukraine, as well as their families, for their bravery throughout this devastating time, and we continue to support humanitarian efforts in the region.

The COVID-19 pandemic has also continued to profoundly impact our business, employees, partners, consumers, stockholders, communities, and other stakeholders. While we were encouraged to see the continued distribution of vaccines and development of other medical interventions to treat COVID-19 during 2021, the emergence of new variants continues to make the shape and timing of a recovery uncertain. We believe that as vaccines and other medical interventions that prevent or reduce the impact of the pandemic become widespread globally, people will increasingly feel it is safe to travel again and government restrictions will be relaxed, although the timing remains uncertain.

Despite these global events, we remain confident that over time there will be a strong recovery for travel demand globally, and are focused on executing on our key strategic priorities so we emerge from this period in a position of strength. As we continue our efforts to make our brands the most trusted and convenient platforms for consumers and partners, we made significant accomplishments in 2021 including:

Our financial results and prospects are almost entirely dependent on the sale of travel-related services. The COVID-19 pandemic and the resulting implementation of travel restrictions by governments around the world resulted in a significant decline in travel activities and consumer demand for related services in 2020 in particular. However, since the lows of the pandemic in 2020, we have generally seen improvements as government-imposed travel restrictions have eased, vaccines and other medical interventions have become more widespread, and consumer demand for travel has re-emerged. In 2021, Booking Holdings Inc. (the “Company,” “Booking Holdings,” “we,” “our” or “us”) had net income for the year of $1.2 billion and net income per diluted share was $28.17. Non-GAAP net income for 2021 was $1.9 billion and non-GAAP net income per diluted share was $45.77. Adjusted EBITDA for 2021 was $2.9 billion, the highest among travel companies and a 230% increase compared to 2020.^**

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GROSS TRAVEL BOOKINGS (BILLIONS)

Our year-over-year gross bookings increased by 116.4% in 2021. 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. Over the three-year period from 2019 to 2021, we had gross travel bookings of $208.4 billion, a 14% decline compared to the 2016-2018 three-year period, primarily due to the impact of the COVID-19 pandemic.

ROOM NIGHTS (MILLIONS)

Although our growth was significantly impacted by the COVID-19 pandemic, we continue to be the largest online accommodation reservation service in the world based on room nights booked. In 2021, travelers booked 591 million room nights through our platform, which represents a 66.4% increase compared to 2020. Compared to the 2016-18 three-year period, there was a 10% decrease in room nights booked over the 2019-2021 three-year period due to the impact of the pandemic.

REVENUE* (BILLIONS)

Total revenues were $11 billion in 2021. Revenue decreased 12% over the 2019-2021 three-year period as compared to revenue (or gross profit for years prior to 2018*) for the 2016-2018 three-year period.

ADJUSTED EBITDA** (BILLIONS)

In 2021, despite the continued challenges of the COVID-19 pandemic, we remained profitable with $2.9 billion in Adjusted EBITDA, the highest among travel companies and an increase of 230% compared to 2020. Adjusted EBITDA over the 2019-2021 three-year period decreased 35% compared to the 2016-2018 three-year period.

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Stock Price

While our financial results continued to be negatively impacted by the COVID-19 pandemic, during 2021 our stock price achieved its highest level of $2,648 on November 9, 2021, representing an 130% increase from the low price in 2020 of $1,152 on March 23, 2020, and a 19% increase from the closing price of $2,227 on December 31, 2020. Over the three year-period from December 31, 2018 to December 31, 2021 our stock price increased 39%.

	STOCK PRICE AS OF DECEMBER 31,

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Corporate Governance Highlights

We strive to maintain strong corporate governance practices that are both stockholder friendly and designed to protect and grow long-term stockholder value. Management regularly engages stockholders and encourages them to contact us about any concerns. Our corporate governance practices include:

Organizational Changes

Over the past several years, the Board has undergone a significant and deliberate refreshment process that included the planned retirement of long-tenured directors and the addition of six new independent directors. During 2021, the Board continued to focus on its succession planning with the nomination of a new independent director. We look forward to the addition of Mr. Sumit Singh to our Board should he be elected at the Annual Meeting.

Mr. Bob van Dijk has announced that he will be retiring from the Company’s Board, effective as of the Annual Meeting, and therefore he is not standing for re-election. We extend our deepest gratitude to Mr. van Dijk for his service to our Board and stockholders.

In August 2021, the Company appointed a new Chief Human Resources Officer, Mr. Paulo Pisano, to lead the Company's efforts to develop an inclusive, integrated strategy to foster a workplace environment where every employee can do their best work.

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Our Board

Our Board exhibits a strong mix of desired attributes, including business experience, tenure, age, diversity of perspectives, and independence. Eight of the ten directors that are standing for re-election at the Annual Meeting have joined our Board since 2014, including seven independent directors. The following is a snapshot of some key characteristics of our Board assuming all eleven nominees are elected at the Annual Meeting.

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Our Board is committed to a refreshment process to ensure continued representation of a diversity of viewpoints, backgrounds, experience, and other demographics (such as racial and gender diversity). As of March 31, 2022, our Board has eleven members, including four women and two people of color, and two Board leadership positions are held by women.

Executive Compensation Highlights

Resilience through the COVID-19 Recovery

In the beginning of 2021, our Company was facing a steep and uncertain road to recovery from the COVID-19 pandemic. In the first quarter of 2021, our revenue was down 50% and room nights were down 20% compared to the same quarter in 2020 (a quarter only partially affected by the pandemic), and despite the onset of vaccine distribution there was no way to predict the timing of a recovery. Against this backdrop, the Compensation Committee designed a compensation program to balance the uncertainty of recovery with the recognition that our executive officers faced a daunting task to guide the Company through these unprecedented challenges.

Throughout 2021, the rate of vaccinations and COVID-19 case counts varied widely by region and the Delta and Omicron variants caused unexpected setbacks to economic and travel recovery. Despite this challenging environment, the Company achieved 66% room night growth for the year compared to 2020, net income of $1.2 billion, and $2.9 billion of Adjusted EBITDA, the highest among travel companies and a 230% increase from 2020.** Management focused on strengthening the Company’s position through the recovery and executing on key strategic priorities.

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We do:		We do not:
	Tie pay to performance.		Provide change in control severance tax gross-ups.
	Cap the bonus pool from which senior executives’ individual cash bonuses are paid.		Permit stock option repricing without stockholder approval.
	Use “double triggers” in our severance agreements and equity awards.		Provide significant executive-only perquisites.
	Have meaningful stock ownership guidelines.		Permit hedging or pledging of our stock by our directors and executive officers.
	Have a clawback policy.
	Conduct an annual risk assessment of our executive compensation program.
	Conduct a robust stockholder engagement process.
	Conduct formal executive succession planning.

Annual Meeting Information Summary

DATE AND TIME	LOCATION	RECORD DATE
Thursday, June 9, 2022	Virtual Meeting	April 21, 2022
11:00 a.m., local (Eastern) time	www.virtualshareholdermeeting.com/BKNG2022 For more information about attending the meeting, see How to Attend the Annual Meeting on page 110.

Voting Procedures

All stockholders are cordially invited to attend the virtual Annual Meeting. Whether or not you expect to attend the meeting, please complete, date, sign, and return the enclosed proxy card as promptly as possible to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for that purpose. Alternatively, you may vote online or by calling the toll-free telephone number as described in the instructions included with your proxy card. Even if you have submitted your proxy card, you may still vote through our virtual meeting platform if you attend the meeting. If your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name to obtain a 16-digit control number.

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Voting Matters

The following proposals will be voted upon at the Annual Meeting and are described in more detail in this proxy statement. Our Board recommends that you vote as follows:

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Proposal 1  Election of Directors

The Board currently consists of eleven directors, with no vacancies, and the term of all of the directors expires at the Annual Meeting. As part of ongoing refreshment efforts, the Board nominated Mr. Sumit Singh as a new independent director for election at the Annual Meeting. Mr. Bob van Dijk is retiring from the Board effective as of the Annual Meeting and is therefore not standing for re-election. Assuming all nominated directors are elected, following the Annual Meeting the Board will continue to consist of eleven directors with no vacancies. If elected at the Annual Meeting, each of the eleven director nominees listed below will hold office for a one-year term until the 2023 annual meeting of stockholders and until their successor has been duly elected and qualified, or until their earlier death, resignation, or removal. Unless otherwise instructed, the persons named as proxies on the accompanying proxy card will vote shares represented by properly executed proxies for the eleven nominees named herein. The proxies solicited by this proxy statement may not be voted for more than eleven nominees.

With respect to the election of directors, a majority of votes cast means that the number of shares cast “for” a nominee’s election exceeds the number of “against” votes for that nominee. With respect to Proposal 1, votes cast does not include abstentions or broker non-votes, and therefore, abstentions and broker non-votes will not affect the outcome of the vote. Holders of common stock may not cumulate their votes in the election of directors.

Although the Board anticipates that the eleven nominees will be available to serve as directors on our Board and each person nominated has agreed to serve if elected, if any of them should be unwilling or unable to serve, the proxies will be voted for the election of such substitute nominee or nominees as may be designated by the Board.

The Board of Directors recommends a vote FOR each of the Board’s nominees.

Director Qualifications

We believe that our directors should possess high personal and professional ethics and integrity, and be committed to representing the long-term interests of our stockholders. We endeavor to have a Board representing a range of experiences at policy-making levels in business and in areas that are relevant to the global nature of our operations and our long-term strategy, including growth on a global scale. As a result, the Board and the Corporate Governance Committee (“CG Committee”) believe that, in light of our business, strategy, and structure, the following are key areas of experience, qualifications, and skills that should be represented on the Board:

Leadership experience. The Board believes that directors with experience in significant leadership positions over an extended period, especially chief executive officer positions, provide us and the Board with special insights. These individuals generally possess exceptional leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management, and methods to drive change and growth.

Finance experience. The Board believes that an understanding of finance, financial statements, and financial reporting processes is important for our directors. We generally measure our operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and effective auditing are critical to our success.

Global experience. Our future success depends, in part, on our ability to continue to grow our businesses outside the United States. In 2021, approximately 87% of our consolidated revenues were generated by our businesses outside of the U.S. As a result, the Board believes it is important that it include directors with a global business perspective and significant business experience outside the U.S.

Human Resources experience. As our business continues to grow and the number, locations, and diversity of our employees continues to grow, the Board believes that directors with human resources (including people and culture) experience are increasingly important to our success.

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	Internet/E-Commerce experience. The Board believes that having directors with experience in internet or e-commerce businesses — the industries in which we operate — is important for the Board’s ability to oversee management.
	Sales and Marketing experience. As our business is highly dependent on effective marketing, the Board seeks to have directors with significant sales and marketing experience to provide additional insight and advice to management in these areas.
	Travel Industry experience. The Board believes that having directors with insight into the travel industry and related industries is important to help the Board evaluate our strategy and oversee management.

The following 2022 board skills matrix shows areas of experience, qualifications, and skills that were particularly identified for each nominee by the CG Committee and the Board when considering the current nominees. We continue to evaluate the matrix against our strategy so that it can serve as an effective tool for identifying director nominees who collectively have the complementary skills, experience, and qualifications to guide our company.

	Leadership	Finance	Global Business	Human Resources	Internet/ E-Commerce	Sales and Marketing	Travel
Timothy Armstrong	■		■		■	■
Glenn D. Fogel	■	■	■		■		■
Mirian M. Graddick-Weir			■	■
Wei Hopeman		■	■
Robert J. Mylod, Jr.	■	■	■		■		■
Charles H. Noski	■	■	■
Nicholas J. Read	■	■	■
Thomas E. Rothman	■	■	■			■
Sumit Singh	■		■		■	■
Lynn Vojvodich Radakovich			■		■	■
Vanessa A. Wittman	■	■	■		■

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Director Tenure

The CG Committee and the Board consider director tenure in connection with the evaluation of nominee independence. The CG Committee believes that Board continuity facilitates effective and efficient leadership, risk management, and oversight, and that the knowledge and understanding of our business gained over years of service are important attributes to consider when determining nominees for election to the Board. The CG Committee and the Board also believe that deliberate and planned Board refreshment is beneficial to the Board and our company, and we have a robust and continuous refreshment process in place. The CG Committee and the Board believe that the current mix of directors reflects an appropriate mix of
short-, medium-, and long-tenured directors. With the continuous refreshment of new independent directors over the past several years, eight of our independent directors will have joined the Board in the past eight years and the average tenure of our independent directors will be 5.1 years as of the Annual Meeting.

Nomination and Election Process

Identifying Director Candidates

As set forth in the Company’s Corporate Governance Principles, the CG Committee primarily uses the following criteria to identify and recommend nominees for election or appointment to the Board:

The CG Committee does not set specific minimum qualifications that nominees must meet, but rather believes that each nominee should be evaluated based on their individual merits, taking into account our needs and the overall composition of the Board. The CG Committee’s policy is to consider diversity, including in terms of backgrounds, experience, gender, race, and ethnic or national origin, as a factor in nominating persons for election or appointment to the Board. The CG Committee is committed to actively seeking out highly qualified gender-diverse candidates and individuals from minority groups to include in the pool from which Board nominees are chosen.

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Who Can Recommend Candidates?

Our Corporate Governance Principles require that the CG Committee give appropriate consideration to potential candidates recommended by stockholders in the same manner as other potential candidates identified by the CG Committee. Stockholders who wish to submit potential candidates for consideration by the CG Committee for election at our 2023 annual meeting of stockholders may do so in accordance with the procedures described in this proxy statement and in our Stockholder Communications Policy (available on our corporate website, www.bookingholdings.com). In addition, stockholders who wish to nominate persons for election to our Board at our 2023 annual meeting of stockholders must do so in accordance with the procedures required under our By-laws and described in this proxy statement in 2023 Stockholder Proposals on page 106.

Evaluating Director Candidates

Members of the CG Committee evaluate possible candidates and suggest individuals to explore in more depth. Once a candidate is identified whom the CG Committee wants to seriously consider and move toward nomination, the chair of the CG Committee or their designee enters into a discussion with that nominee.

When considering current directors for nomination for re-election to the Board, the CG Committee takes into account the performance of each director. Underperforming directors may be asked to leave the Board or may not be re-nominated for election. The CG Committee also reviews the composition of the Board in light of our current challenges and needs and those of the Board, and determines whether it may be appropriate to add or remove individuals after considering the need for specific expertise and issues of independence, judgment, skills, background, tenure, diversity of perspectives, and experience.

Board Evaluations

We conduct an annual evaluation process to assess the performance of our Board and Board committees, which includes:

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Nominees for Election as Directors

Set forth below is biographical information as of March 31, 2022 for each person nominated for election to the Board at the Annual Meeting.

Age 51 Director since: 2013 Independent Committees: Compensation Other Current Public Directorships: None	TIMOTHY ARMSTRONG
	DIRECTOR QUALIFICATIONS
	Mr. Armstrong brings to the board extensive experience, expertise, and background in global internet businesses, sales and marketing, and the interactive direct-to-consumer industry gained from his positions as Founder and CEO of the dtx company, Chief Executive Officer of Oath and AOL, and his former positions at Google and ABC/ESPN Internet Ventures; and his corporate leadership experience gained from his positions as Founder and CEO of the dtx company and previously, Chief Executive Officer of Oath and AOL.
	CAREER HIGHLIGHTS
	Mr. Armstrong is Founder and CEO of the dtx company, a direct to consumer enablement company he established in 2019. From 2009 to 2018, Mr. Armstrong served as the Chairman and Chief Executive Officer of AOL as well as the CEO of Oath (Verizon’s media brand portfolio, including Yahoo! and AOL) after Verizon’s acquisition of AOL in 2015. From 2000 to 2009, Mr. Armstrong served as President, Americas Operations and Senior Vice President of Google Inc. Before joining Google, Mr. Armstrong served as Vice President of Sales and Strategic Partnerships for Snowball.com and as Director of Integrated Sales and Marketing at Starwave’s and Disney’s ABC/ESPN Internet Ventures. Mr. Armstrong serves on the board of the dtx company and Wheels Up, an aviation company. Mr. Armstrong is the Chairman of the Board of Trustees at Greenwich Academy and also serves as a trustee of the USA Olympic and Para-Olympic Foundation.

Age 60 Director since: 2017 Committees: None Other Current Public Directorships: None	GLENN D. FOGEL — CHIEF EXECUTIVE OFFICER AND PRESIDENT
	DIRECTOR QUALIFICATIONS
	Mr. Fogel gained his qualifications through service as our President and Chief Executive Officer; his previous service as our Head of Worldwide Strategy and Planning, responsible for global corporate strategy, worldwide mergers and acquisitions, business development initiatives, and strategic alliances, helping lead us during a long period of sustained global growth; his previous position as trader at a global asset management company; his previous position as an investment banker focused on the air transportation industry; and his legal education (member of the NY State Bar (retired)).
	CAREER HIGHLIGHTS
	Mr. Fogel has served as our Chief Executive Officer and President since January 2017 and the Chief Executive Officer of Booking.com since June 2019. Previously, he served as our Head of Worldwide Strategy and Planning from November 2010 to December 2016 and as our Executive Vice President, Corporate Development, from March 2009 to December 2016. Mr. Fogel joined us in February 2000. Prior to that, he was a trader at a global asset management firm and prior to that was an investment banker specializing in the air transportation industry. Mr. Fogel is a member of the New York State Bar (retired).

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Age 67 Director since: 2018 Independent Committees: Compensation (Chair); Audit Other Current Public Directorships: Yum! Brands, Inc. (since 2012)	MIRIAN M. GRADDICK-WEIR
	DIRECTOR QUALIFICATIONS
	Dr. Graddick-Weir brings to the board global business experience having served as a senior executive of two large global businesses and on the board of directors of another; and extensive experience in human resources through her positions at AT&T and Merck.
	CAREER HIGHLIGHTS
	Dr. Graddick-Weir, Ph.D., was the Executive Vice President of Human Resources at Merck & Co., Inc. from 2008 until November 2018, where she led human resources for one of the leading pharmaceutical companies in the world. Dr. Graddick-Weir served as Senior Vice President of Human Resources of Merck from September 2006 to January 2008. Prior to joining Merck, she served as Executive Vice President of Human Resources and Employee Communications of AT&T from 2004 to 2006 and served as its Executive Vice President of Human Resources from 1999 to 2004. Dr. Graddick-Weir was responsible for the design, planning, and administration of all Human Resources functions, including compensation, benefits, recruiting, and training, for AT&T’s 47,000 employees. She joined AT&T in 1981. She currently serves as Chair of Yum! Brands’ nominating and corporate governance committee and as a member of its management planning and development committee.

Age 52 Director since: 2019 Independent Committees: Corporate Governance Other Current Public Directorships: None	WEI HOPEMAN
	DIRECTOR QUALIFICATIONS
	Ms. Hopeman brings global business and finance experience from her positions as co-founder and Managing Partner of a venture capital firm focused on investing in fintech companies around the world, former Managing Director and Head of Asia for Citi Ventures and various banking and private equity roles, including as a technology banker at The Goldman Sachs Group.
	CAREER HIGHLIGHTS
	Ms. Hopeman is a Managing Partner of Arbor Ventures, a venture capital firm focused on investing in fintech companies around the world, which she co-founded in 2014. From 2010 to 2014, Ms. Hopeman served as Managing Director and Head of Asia for Citi Ventures. Prior to Citi Ventures, Ms. Hopeman spent time in various other banking and private equity roles, including as the Chief China Representative for Jefferies & Co. and as a technology banker at The Goldman Sachs Group.

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Age 55 Director since: 2017 Independent Committees: Compensation Other Current Public Directorships: Redfin (from 2014 through Redfin’s 2022 Annual Meeting) Vroom, Inc. (since IPO in 2020)	ROBERT J. MYLOD, JR., CHAIR
	DIRECTOR QUALIFICATIONS
	Mr. Mylod brings to the board significant finance and investment experience as the founder and managing partner of Annox Capital Management, a board member of several public and private technology companies, and various positions with our company over 12 years, including chief financial officer, helping lead us during a long period of sustained global growth.
	CAREER HIGHLIGHTS
	Mr. Mylod is the Managing Partner of Annox Capital Management, a private investment firm that he founded in 2013. From 1999 to 2011, Mr. Mylod held several roles with us, including Vice Chair, Head of Worldwide Strategy and Planning, and Chief Financial Officer. Prior to joining us, he was a Principal at Stonington Partners, a private equity investment firm. Mr. Mylod has served as a member of the board of directors of Redfin since 2014 and as a member of its audit committee, but he will not stand for re-election at Redfin’s 2022 Annual Meeting. Mr. Mylod was Chair of the Board of Redfin from 2016 to 2020. He is Chair of the Board of Vroom, Inc. and serves as a member of Vroom’s audit and compensation committees. From 2014 to 2021, Mr. Mylod served as a member of the Board of Directors of Dropbox, Inc., a company that specializes in data file sharing and storage. Between October 2015 and April 2017, he served as a member of the board of directors of Autobytel, a company that facilitates the buying and selling of cars online. From 2001 until 2017, Mr. Mylod served as a member of the board of directors of EverBank, a U.S. savings bank providing online and mobile banking and financial services. He also served as a member of the board of directors of Novocure, a cancer treatment company, from 2012 to 2017. He also serves on the board of directors of several privately held companies. Mr. Mylod received an A.B. in English from the University of Michigan and an M.B.A. from the University of Chicago Graduate School of Business.

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Age 69 Director since: 2015 Independent Committees: Audit; Corporate Governance (Chair) Other Current Public Directorships: Hewlett Packard Enterprise (since 2020)	CHARLES H. NOSKI, LEAD INDEPENDENT DIRECTOR
	DIRECTOR QUALIFICATIONS
	Mr. Noski brings to the board expertise through his senior leadership roles at large public, global companies, including as Chief Financial Officer of AT&T Corporation and Bank of America Corporation, director of Hewlett Packard Enterprise, former chairman of the board of Wells Fargo & Company, and former director of Microsoft Corporation and other public companies, and service as a partner at one of the world’s largest public accounting firms.
	CAREER HIGHLIGHTS
	In 2012, Mr. Noski retired as a Vice Chairman of Bank of America Corporation, to which he was named after previously serving as that company’s Executive Vice President and Chief Financial Officer. Prior to this, Mr. Noski served as Chief Financial Officer, Corporate Vice President and as a member of the board of directors of Northrop Grumman Corporation. Prior to Northrop Grumman, he was Vice Chairman of the board of directors and Chief Financial Officer of AT&T Corporation. Before that, Mr. Noski led Hughes Electronics Corporation in various senior executive roles, including as Vice Chairman and President and Chief Operating Officer. Mr. Noski began his career at Deloitte & Touche LLP where he was named Partner. Mr. Noski was elected to the board of directors of Wells Fargo & Company in 2019, served as Chairman of the Wells Fargo board from March 2020 to August 2021, also chaired its governance and nominating committee and its audit committee, and retired from the board in 2021. In 2020, Mr. Noski was elected to the Hewlett Packard Enterprise board and is a member of its finance and investment committee and as of April 2022, its audit committee. From 2003 to 2019, Mr. Noski served as a member of the board of directors of Microsoft Corporation and was the Chairman of Microsoft’s audit committee and a member of its governance and nominating committee. Mr. Noski was also Chairman of the board of trustees of the Financial Accounting Foundation from 2016 to 2019 and a former member of the board of directors of the National Association of Corporate Directors. In addition, Mr. Noski served as a member of the board of directors of Avon Products, Inc. from 2012 to 2018.

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Age 57 Director since: 2018 Independent Committees: Audit Other Current Public Directorships: Vodafone Group Plc (since 2014)	NICHOLAS J. READ
	DIRECTOR QUALIFICATIONS
	Mr. Read brings to the board extensive finance and executive experience, including as Chief Executive Officer, Chief Financial Officer, and other executive positions of a global telecommunications company, and is also a chartered management accountant.
	CAREER HIGHLIGHTS
	Mr. Read has served as Chief Executive Officer of Vodafone Group Plc since October 2018 and as a member of its board of directors since 2014. Prior to becoming its Chief Executive Officer, Mr. Read served as Group Chief Financial Officer of Vodafone Group Plc from April 2014 to July 2018. Since joining Vodafone in 2001, Mr. Read has held a variety of senior roles, including Chief Financial Officer and Chief Executive Officer of Vodafone Limited, the U.K. operating company. Prior to becoming Group Chief Financial Officer, Mr. Read served as Regional Chief Executive Officer for Africa, Middle East and Asia Pacific for five years and was a board member of the Vodafone publicly-traded subsidiaries Vodacom, Safaricom, and Vodafone Qatar and Vodafone’s joint ventures VHA in Australia and Indus Towers in India. Prior to joining Vodafone, he held senior global finance positions with United Business Media Plc and Federal Express Worldwide. Mr. Read is a Fellow Chartered Management Accountant and a Chartered Global Management Accountant, with a BA (Hons) in Accounting and Finance.

Age 67 Director since: 2013 Independent Committees: Corporate Governance Other Current Public Directorships: None	THOMAS E. ROTHMAN
	DIRECTOR QUALIFICATIONS
	Mr. Rothman brings to the board extensive executive leadership of global media companies; and has demonstrated a long and successful career marketing and financing motion pictures, television programs, and other media.
	CAREER HIGHLIGHTS
	Mr. Rothman has served as Chairman of Sony Pictures Entertainment Motion Picture Group since March 2015, where he oversees Columbia Pictures, TriStar Pictures, Imageworks and Sony Pictures Animation, along with other entities. In June 2021, he was promoted to Chairman and CEO of Sony Pictures Entertainment Motion Picture Group. From September 2013 to February 2015, Mr. Rothman was Chairman of TriStar Productions. Previously, Mr. Rothman served as Chairman of Fox Entertainment Group Inc., a media company and subsidiary of News Corp. from 2000 to 2005 and as its Chairman and Chief Executive Officer from 2005 to 2012. Mr. Rothman served as President of Twentieth Century Fox Film Group from January 2000 to August 2000, and served as President of Twentieth Century Fox Production from 1995 to 2000. In 1994, Mr. Rothman founded and served as President of Fox Searchlight Pictures. Prior to that, he served as President of Worldwide Production for the Samuel Goldwyn Company from 1989 to 1994. Mr. Rothman also served as an associate and then partner with Frankfurt, Kurnit, Klein & Selz, a law firm, from 1982 to 1987. Mr. Rothman is a member of the boards of the California Institute of the Arts and Brown University (emeritus). He served as a member of the National Council of the Arts, the governing body for the National Endowment for the Arts since 2015, and has been appointed by President Biden to the board of the Corporation for Public Broadcasting and is awaiting U.S. Senate confirmation.

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Age 42 Director since: N/A Independent Committees: None Other Current Public Directorships: Chewy, Inc. (since IPO in 2019)	SUMIT SINGH
	NEW DIRECTOR NOMINEE QUALIFICATIONS
	Mr. Singh brings to the board extensive executive experience, including as Chief Executive Officer of Chewy, Inc. and other senior leadership positions of global online retailers.
	CAREER HIGHLIGHTS
	Mr. Singh has served as Chief Executive Officer of Chewy, Inc. since March 2018, following seven months serving as Chief Operating Officer of Chewy, and has served as a director of Chewy since April 2019. In 2019, he led the company through its initial public offering. Prior to joining Chewy, Mr. Singh held senior leadership positions at Amazon, where from 2015 to 2017, he served as Worldwide Director of Amazon’s Consumables businesses (fresh and pantry) and, from 2013 to 2015, as General Manager for Amazon’s North American merchant fulfillment and third-party businesses. Prior to Amazon, Mr. Singh served in senior management positions at Dell Technologies Inc. He has nearly 20 years of global leadership experience that spans e-commerce, technology, retail, and logistics. He holds a Bachelor of Technology degree from Punjab Technical University and a Master’s in Engineering from the University of Texas at Austin, as well as an M.B.A. from the University of Chicago Booth School of Business.

Age 54 Director since: 2016 Independent Committees: Corporate Governance; Compensation Other Current Public Directorships: Dell Technologies (since 2019) Ford Motor Company (since 2017)	LYNN VOJVODICH RADAKOVICH
	DIRECTOR QUALIFICATIONS
	Ms. Vojvodich Radakovich brings to the board extensive experience, expertise, and background in global business, internet marketing, and sales, including from her former position as Chief Marketing Officer of Salesforce as well as prior experience in senior marketing positions at large, global organizations and experience working with start-up and growth-stage technology companies.
	CAREER HIGHLIGHTS
	Ms. Vojvodich Radakovich is an advisor to start-up and growth-stage technology companies. She served as Executive Vice President and Chief Marketing Officer of Salesforce from 2013 to February 2017. Before joining Salesforce, Ms. Vojvodich Radakovich was a partner at Andreessen Horowitz, a leading venture capital firm, where she helped companies build their go-to-market strategies. Previously, she was the Chief Marketing Officer at Terracotta Inc., a leader in in-memory and cloud-enabling technology. Ms. Vojvodich Radakovich has also served in various roles at organizations including Bain & Company and Microsoft. Ms. Vojvodich Radakovich has served as a member of the board of directors of Dell Technologies since April 2019 and Figma, a cloud-based design software company, since December 2019. She has served as a member of the board of directors of Ford Motor Company since 2017 and is a member of its compensation, nominating & governance, and sustainability & innovation committees. Ms. Vojvodich Radakovich began her career as a mechanical engineer in a hard hat working on the design and construction of Gulfstream jets and offshore oil structures.

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Age 54 Director since: 2019 Independent Committees: Audit (Chair) Other Current Public Directorships: Oscar Health, Inc. (since IPO in 2021)	VANESSA A. WITTMAN
	DIRECTOR QUALIFICATIONS
	Ms. Wittman brings to the board extensive global business, finance, executive, and internet/E-commerce experience, including as Chief Financial Officer of Glossier and global internet and technology companies Oath, Dropbox, and Motorola Mobility, Chief Financial Officer of Marsh & McLennan Companies and as a board member of several private and public technology and retail companies.
	CAREER HIGHLIGHTS
	Ms. Wittman served as the Chief Financial Officer of Glossier, an online beauty product company, from April 2019 until her retirement in April 2022. She previously served as Chief Financial Officer of Oath, a subsidiary of Verizon, during 2018. Ms. Wittman served as Chief Financial Officer of Dropbox from 2015 to 2016 and as Chief Financial Officer of Motorola Mobility, a subsidiary of Google, from 2012 to 2014. From 2008 to 2012, Ms. Wittman served as Executive Vice President and Chief Financial Officer of Marsh & McLennan Companies, a global professional services firm. Prior to Marsh & McLennan, Ms. Wittman held a number of other senior finance roles during her career. Ms. Wittman currently serves on the board of directors of Impossible Foods Inc., a sustainable foods company, and is the audit committee chair. Since 2021, Ms. Wittman also serves as a member of the board of directors of Oscar Health. From 2014 to 2019, Ms. Wittman was a member of the board of directors of Ulta Beauty, a cosmetics and beauty supply retailer, and served on its audit committee. She also served as a member of the board of directors of Sirius XM Holdings from 2011 to 2018.

Retiring Director

Age 49 Director since: 2020 Independent Committees: Corporate Governance Other Current Public Directorships: Naspers LTD* Prosus NV* (a majority-owned subsidiary of Naspers)	BOB VAN DIJK
	DIRECTOR QUALIFICATIONS
	Mr. van Dijk brought to the Board extensive leadership, finance, global business, and Internet/E-Commerce experience as Chief Executive Officer of one of the largest technology investors in the world.
	CAREER HIGHLIGHTS
	Mr. van Dijk has served as the Chief Executive Officer of Naspers, a global internet group and technology investor, since 2014. In September 2019, he assumed the additional role of Chief Executive Officer of Prosus, a majority owned subsidiary of Naspers. From 2013 until he was promoted to Chief Executive Officer of Naspers, he served as Allegro Group CEO and CEO of Global Transaction eCommerce. Mr. van Dijk has also served in several general management positions with eBay and Schibsted. Previously, Mr. van Dijk was an entrepreneur in online financial products. He began his career at McKinsey with a focus on mergers and acquisitions and media.

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Our Governance Framework

We and our Board operate under corporate governance principles that are designed to maximize long-term stockholder value, align the interests of the Board and management with those of our stockholders, and promote high ethical conduct among our directors and employees.

A copy of our Corporate Governance Principles is available on our corporate website at www.bookingholdings.com. Our Corporate Governance Principles include:

	A majority of the Board must consist of independent directors. See Director Independence beginning on page 36.
	The CG Committee concurs annually on a CEO succession plan. See Board Committees — Corporate Governance Committee on page 35.
	The Board and each committee can hire its own outside advisors.
	The independent directors have at least two regularly scheduled meetings each year.
	The Compensation Committee, meeting without our CEO present, evaluates our performance and the performance of our CEO and recommends to the Board the compensation of our CEO.
	We maintain stock ownership guidelines for directors and executive officers. See Stock Ownership Guidelines on page 67 and Non-Employee Director Stock Ownership Guidelines on page 89.
	The Board appoints a Lead Independent Director if the Chair is not independent or as the Board deems appropriate. See Leadership Structure on page 29.

Leadership Structure

The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chair of the Board as the Board believes that it is in the best interests of the Company and our stockholders to make that determination from time to time. The Board has determined that separation of the roles of Chief Executive Officer and Chair is currently in the best interests of the Company and our stockholders.

Robert J. Mylod has been serving as the Chair of the Board since June 2020. In light of Mr. Mylod’s previous experience as an executive of our Company and the resulting familiarity with our operations, he provides an important connection between the Board’s non-executive directors and management and provides valuable advice to and oversight of the Company’s Chief Executive Officer. Although Mr. Mylod is an independent director, the Board has determined that it is in the Company’s best interest to maintain the position of Lead Independent Director. Mr. Noski has been serving as the Company’s Lead Independent Director since June 2020.

Role of the Chair of the Board

	ROBERT J. MYLOD, JR.
	CHAIR OF THE BOARD
	● preside at and lead meetings of the Board and stockholders; ● together with the Lead Independent Director, set and approve the Board’s agenda in consultation with the Chief Executive Officer; ● lead and manage the business of the Board, providing clear direction and focus for the activities of the Board; ● provide input to the Compensation Committee regarding the performance of the Chief Executive Officer and to the CG Committee regarding the performance of directors and new candidates to join the Board; ● develop a close and effective working relationship with the Chief Executive Officer; and ● on a case-by-case basis and where appropriate, if requested by major stockholders, be available for consultation and direct communication with such stockholders.

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Role of the Lead Independent Director

	CHARLES H. NOSKI
	LEAD INDEPENDENT DIRECTOR
	● call, set the agenda for, and lead meetings and executive sessions of the independent directors; ● together with the Board Chair, set and approve the Board’s agenda in consultation with the Chief Executive Officer; ● from time to time as he deems necessary or appropriate, consult with the Board Chair and the Chief Executive Officer as to the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to perform their duties effectively; ● provide input to the Compensation Committee regarding the performance of the Chief Executive Officer and to the CG Committee regarding the performance of directors and new candidates to join the Board; ● on a case-by-case basis and where appropriate, if requested by major stockholders, be available for consultation and direct communication with such stockholders; and ● authorize the retention of outside advisors and consultants that report directly to the Board.

Other Select Corporate Governance Policies and Practices

We do:
	Code of Ethics. We have adopted a code of ethics that we refer to as our “Code of Conduct” and we require all directors and employees (including executive officers) to adhere to it in discharging their work-related responsibilities. A copy of our Code of Conduct is available on our corporate website at www.bookingholdings.com.
	Annual Meetings. At each annual meeting of stockholders, stockholders have the ability to vote on important matters that are presented at the meeting, including the annual election of all of our directors.
	Special Meetings. If important matters arise between annual meetings of stockholders, our certificate of incorporation provides that the Chair of the Board, the Vice Chair of the Board (if any), the Chief Executive Officer, the Board, or stockholders holding at least 25% of our shares may call a special meeting of stockholders. If properly called, a special meeting of stockholders would provide all stockholders an opportunity to debate and vote on matters outside the annual meeting cycle.
	Written Consent. If important matters arise between annual meetings of stockholders, our certificate of incorporation provides that the Chair of the Board, the Vice Chair of the Board (if any), the Chief Executive Officer, the Board, or stockholders may act by written consent in lieu of a meeting, provided that the holders of no less than 25% of the outstanding shares of the Company’s common stock first request that the Board establish a record date for stockholders for such action by written consent.
	Majority Vote Standard. We have a majority vote standard in uncontested elections of directors, which means that directors are required to tender their resignation unless they receive the support of a majority of votes cast.
	Proxy Access and Stockholder Nominees. Stockholders have the opportunity to nominate individuals for election to the Board pursuant to our By-Laws and Delaware law and, in accordance with our By-Laws, to include nominees in our proxy statement. As approved by our stockholders at our 2015 annual meeting, our proxy access By-Law provides that: ● any stockholder or group of stockholders holding at least 3% of our outstanding common stock, ● continuously for at least 3 years, ● can include in our proxy statement nominees for up to 25% of our Board for election at an annual stockholders’ meeting.
	Annual Advisory Vote on Executive Compensation. The Board has implemented and our stockholders have approved an annual stockholder advisory vote on executive compensation, which means that stockholders have the opportunity to provide feedback on our executive compensation practices on an annual basis.
	Lead Independent Director. Since January 2013, we have had a Lead Independent Director with a set of defined responsibilities, including, among other things, if requested and when appropriate, ensuring availability for consultation and direct communication with major stockholders. See Leadership Structure and Board Practices and Procedures — Communications with the Board of Directors for more details.
	Stock Ownership Guidelines. The Board has adopted stock ownership guidelines for executive officers and non-employee directors. See Stock Ownership Guidelines on page 67 and Non-Employee Director Stock Ownership Guidelines on page 89.
We do not:
	Rights Plan. We do not have a stockholder rights plan, sometimes referred to as a “poison pill.”
	Supermajority Voting Provisions. Neither our certificate of incorporation nor our By-Laws contain any supermajority voting provisions.
	Classified Board. We do not have a classified board of directors. All directors are elected by the stockholders each year.

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Our Board’s Role in Company Strategy

The Board is elected by and accountable to the stockholders and is responsible for our strategic direction and oversight of management.

			providing consumers with the most comprehensive choices and prices at any time, in any place, on any device;
			making it easy for people to find, book, pay for, and experience their travel desires;
			offering platforms, tools, and insights to our business partners to help them be successful; and
			operating our business sustainably and supporting sustainable travel choices by our consumers and partners.

Our Strategy

We focus on relentless innovation and execution and a commitment to serve both consumers and partners with unmatched service and best-in-class technology. Although new variants of COVID-19 continue to make the shape and timing of recovery uncertain, we believe the global online travel and dining industries will gradually return to pre-pandemic levels and consumer purchasing will continue to shift from traditional offline to online channels.

As travel demand returns, we expect to benefit from this online growth by expanding our service offerings and markets. We aim to be the world leader in online travel and related services by:

The Board oversees the formulation and implementation of our strategy. The Board and management, including our executive officers and the chief executive officers of our primary brands, meet annually to review the state of our operating markets, analyze our competitive position, measure our performance against our strategy, and evaluate and adjust our strategy. While management takes the lead in preparing background materials and proposes the going-forward strategic direction for Booking Holdings, the Board plays an active role in overseeing our strategy. In particular, our Chair and Lead Independent Director work closely with management in advance of the meeting to prepare and approve the agenda for the meeting and to consult on the strategy to be proposed by management. Between these annual strategy meetings, management reports to the Board regularly, typically in connection with each regular meeting of the Board, on our implementation of the strategy and our progress toward reaching our strategic goals, and the Board discusses with management whether adjustments should be made in light of any changes in our Company, our markets, our competitors, or otherwise. In addition, the Board meets regularly in executive session without management to discuss our performance and strategy.

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Board’s Role in Risk Oversight

The Board and Audit Committee review our key risks on at least an annual basis. Our internal audit function, with primary oversight by the Audit Committee, identifies and assesses the key risks facing the organization across functions and regions (e.g., strategic, operational, and privacy and data protection). The Board, or a committee of the Board, regularly reviews the initiatives to mitigate the effects of these risks. These reviews include updates throughout the year from the businesses, regions, and functions from which the key risks arise. For example, the Audit Committee is briefed quarterly and the Board is briefed twice a year on the risks the Company faces with respect to cybersecurity, privacy, or data protection and the strategy to mitigate these risks. The Board and committees are responsible for risk oversight while management is responsible for executing our risk management policies. Various committees are responsible for the oversight of specific risks.

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Director Orientation and Continuing Education

New directors participate in our director orientation program, which includes in-depth sessions devoted to director fiduciary obligations, our Company’s strategy and operations, and introductions to key members of management, among other topics. Topics are tailored based on the director’s committee membership(s) and background and may include a deeper dive on issues such as our compensation program for members of the Compensation Committee.

We encourage directors to attend corporate governance and other director workshops to further develop their expertise or otherwise stay abreast of issues relevant to their service on the Board. Our policy is to reimburse directors for the costs of attending such programs. In addition, our Board and Board committees regularly invite outside experts to present to them on a variety of topics, which have included corporate governance trends and best practices and areas of risk management such as cybersecurity and privacy issues.

Board Committees

Our Board has three standing committees: an Audit Committee, a Compensation Committee, and a Corporate Governance Committee. Each committee has a written charter available on our corporate website, www.bookingholdings.com.

Audit Committee

The Audit Committee’s responsibilities include, among other things: ● overseeing and reviewing our consolidated financial statements, accounting practices, and related internal controls; ● overseeing our relationship with our independent registered public accounting firm, including making all decisions relating to appointing, compensating, evaluating, and retaining the independent registered public accounting firm; ● overseeing our internal audit function; ● establishing procedures for the submission, receipt, and treatment of complaints or concerns regarding accounting or auditing matters; ● reviewing and approving all related party transactions (defined as transactions required to be disclosed by Item 404 of the U.S. Securities and Exchange Commission (the “SEC”) Regulation S-K); and ● acting as our primary risk oversight committee, including by overseeing our compliance program and risk management efforts generally (including with respect to privacy and data security), as well as our major financial risk exposures. See Board’s Role in Risk Oversight on page 32 for additional details. The Board has determined that each member of the Audit Committee is an independent director based on The Nasdaq Stock Market’s (“Nasdaq”) listing rules and also satisfies the SEC’s additional independence requirements for members of audit committees.	MEMBERS
	● Vanessa A. Wittman (Chair) ● Mirian M. Graddick-Weir ● Charles H. Noski ● Nicholas J. Read
		Eight meetings in 2021
		Report on page 94
		“Audit Committee Financial Experts”: ● Charles H. Noski ● Nicholas J. Read ● Vanessa A. Wittman

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Compensation Committee

The Compensation Committee’s responsibilities include, among other things: ● setting, or recommending to the Board for determination, the compensation of our chief executive officer; ● reviewing and approving the compensation of our other executive officers; ● reviewing the policies, programs, and initiatives related to human capital management within the workforce, including with respect to promoting diversity, inclusion, and belonging, Company’s culture, employee engagement and talent recruitment, development, and retention; ● administering employee benefit plans including incentive compensation plans and equity-based plans; ● recommending to the Board for approval compensation plans for non-employee directors; ● making recommendations to the Board with respect to the adoption of incentive compensation plans and equity-based plans; ● reviewing and approving succession plans for senior management personnel (other than the CEO, which is the responsibility of the CG Committee); and ● overseeing risks related to compensation programs. See Board’s Role in Risk Oversight on page 32 for additional details. The Board has determined that each member of the Compensation Committee is an independent director based on Nasdaq’s listing rules and additional requirements for membership on the Compensation Committee. The Compensation Committee has the authority to appoint and dismiss its advisors and compensation consultants and approve their compensation. These advisors report directly to the Compensation Committee. The Compensation Committee previously retained Mercer LLC (“Mercer”) as its outside compensation consultant until it hired Semler Brossy (“Semler”) as its outside compensation consultant in July 2021. While Semler reports to the Compensation Committee, the Compensation Committee authorized Semler to communicate and work with management with respect to the compensation planning process.	MEMBERS
	● Mirian M. Graddick-Weir (Chair) ● Timothy Armstrong ● Robert J. Mylod, Jr. ● Lynn Vojvodich Radakovich
		Six meetings in 2021
		Report on page 70

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Corporate Governance Committee

The CG Committee actively and regularly evaluates the composition of the Board, including the skills, diversity, and experience of directors, in light of our changing business needs and challenges and takes the lead in identifying needed changes, including adding and qualifying directors with certain skills, experience, or other desirable traits, planning for director retirements, ensuring an appropriate mix of short-, medium- and long-tenured directors, or for any other reason. The CG Committee also has primary responsibility for oversight of sustainability matters. The CG Committee oversees the establishment and implementation of our corporate governance standards, practices, and policies. The written charter of the CG Committee provides, among other things, that it shall: ● identify individuals believed to be qualified to become Board members, consistent with criteria approved by the Board (which are set forth in our Corporate Governance Principles and the CG Committee’s charter and which are described above in Nomination and Election Process — Identifying Director Candidates on page 20), and to select, or recommend to the Board, the nominees to stand for election as directors at the annual meeting of stockholders; ● identify and recommend that the Board appoint Board members qualified to fill vacancies on any committee of the Board (including the CG Committee); ● assess whether candidates to join the Board would be “independent” under Nasdaq’s listing rules; ● establish procedures to receive prompt notification of changes in a director’s circumstances that may affect their qualifications or independence as a director and review such information and make recommendations as deemed appropriate; ● regularly evaluate and, as appropriate, recommend to the Board any modifications or enhancements to the Board’s Corporate Governance Principles, and review and consider the effectiveness of the Corporate Governance Principles at least once a year; ● review and concur on a succession plan for selecting a successor to the Chief Executive Officer, both in emergency situations and in the ordinary course of business; ● at least annually, review our Code of Conduct and Stockholder Communications Policy and their effectiveness and, if appropriate, make enhancement recommendations for Board approval; ● periodically review our policies and practices relating to sustainability, including environmental, social, and governance matters, approving our annual sustainability report, and related matters; and ● design a process for the Board to conduct a self-evaluation at least annually. The Board has determined that each member of the CG Committee is an independent director based on Nasdaq’s listing rules. The CG Committee approved and recommended to our Board the eleven director nominees standing for election at the Annual Meeting.	MEMBERS
	● Charles H. Noski (Chair) ● Wei Hopeman ● Thomas E. Rothman ● Bob van Dijk ● Lynn Vojvodich Radakovich
		Three meetings in 2021

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Director Independence

Our independence guidelines outlined in the Corporate Governance Principles conform to Nasdaq’s listing rules for independence requirements and the rules of the SEC. For each of 2022 and 2021, the CG Committee recommended to the Board, and the Board determined, that each of the nominees for election to the Board at the Annual Meeting other than Mr. Fogel is an “independent director” based on Nasdaq’s listing rules, the SEC rules, and our Corporate Governance Principles.

In making its independence determination, the CG Committee and the Board considered ordinary course transactions between the Company and certain entities affiliated with directors, which our Board determined are not material to our Company, the directors, or the companies with which the directors are associated. In particular, the Board and the CG Committee took into account the following transactions during 2021:

In each instance described above, the amount of payments made and received by each entity represented an immaterial percentage of the Company’s and the other entity’s revenues. The Board and the CG Committee concluded that all such transactions have been conducted on an ordinary course, arm's-length basis and do not interfere with the exercise of independent judgment by the relevant directors.

Certain Relationships and Related Transactions

Review and Approval or Ratification of Related Person Transactions

The Audit Committee, pursuant to a written policy, reviews all relationships and transactions in which we participate and in which any related person has a direct or indirect material interest and the transaction involves or is expected to involve payments of $120,000 or more in the aggregate per fiscal year. Our legal staff is primarily responsible for gathering relevant information from our directors and executive officers. Related person transactions are generally identified in:

As required under SEC rules, transactions in which we participate and in which any related person has a direct or indirect material interest and the amount involved exceeds $120,000 are disclosed in our proxy statement. The Audit Committee reviews and approves or ratifies any such related person transaction. In the course of its review and approval or ratification of a disclosable related party transaction, the Audit Committee considers:

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Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction (although such director may be counted in determining the presence of a quorum at a meeting that considers such a transaction). This process is included in our Corporate Governance Principles, which is available on our corporate website (www.bookingholdings.com).

Board Practices and Procedures

Communications with the Board of Directors

Stockholders may contact any of our directors, a committee of the Board, non-employee or independent directors as a group, or the Board as a whole by writing to them c/o Office of the General Counsel, Booking Holdings Inc., 800 Connecticut Avenue, Norwalk, Connecticut 06854. Stockholders should state in such communication how many shares of our common stock they own as of the date of their communication. Communications received in this manner by the Board will be initially reviewed and logged by our Corporate Secretary and then periodically, and at least quarterly, forwarded to the Chair of the Board and the Lead Independent Director, if there be one, and/or the Chair of the CG Committee.

Board of Director Attendance

Regular meetings of the Board are generally held six times per year and special meetings are scheduled when necessary. The Board held eight meetings in 2021. For 2021, all directors attended at least 75% of the meetings of the Board and the Board committees of which they were members held while they were serving on the Board and any such committees.

Attendance at Annual Meetings

We expect directors to attend our annual meetings of stockholders. All eleven current members of the Board attended our 2021 virtual annual meeting of stockholders.

Compensation-related Corporate Governance

See Compensation Governance Matters on page 67 for our various compensation-related corporate governance policies and practices, including policies regarding compensation clawbacks, 10b5-1 plans, and hedging and pledging of securities.

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Sustainability

Sustainable Travel

We have a responsibility to help ensure the world remains worth experiencing and to promote a more sustainable travel industry — culturally, environmentally, and socioeconomically. The CG Committee is tasked with oversight of our sustainability practices and policies, including environmental, social, and governance matters. In 2021, we also created a Sustainability Steering Committee dedicated to monitoring and driving progress toward our sustainability objectives. Our sustainability strategy focuses on our own environmental impact through our operations as well as making it easier for consumers to make sustainable travel choices and helping our travel partners as they seek to become more sustainable.

Operating our business sustainably and building a culture of sustainability

This year we became the first global online travel company to launch a Climate Action Plan, which articulates our longer-term climate change vision and strategy and addresses our responsibility to stakeholders and society. Our Plan outlines our scope 1, scope 2, and scope 3 emissions reductions targets and timelines. The Company consulted the independent Science Based Targets initiative and we established our emissions reduction and net-zero targets in accordance with their latest guidelines. The Company intends to report progress against these targets annually beginning in 2023.

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Making it easier for travelers to book sustainable trips

Together with our travel provider partners we are on a journey to increase sustainable travel through our Travel Sustainable Program. The program includes educational resources and features that make it easier for travelers to discover and book properties that follow sustainable practices.

Catalyze sustainable travel growth through external collaboration

Booking Holdings understands that building a truly sustainable travel industry will take time, coordination and a concerted effort. We advocate for a more sustainable industry through thought leadership and partnerships across our brands.

You can find more information on our sustainability efforts in our 2021 Sustainability Report, as well as our Climate Action Plan at www.bookingholdings.com/sustainability.

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Diversity, Inclusion & Belonging

We aspire to reflect the dynamic populations of our customers and the destinations we help people visit as we work together to make it easier for everyone to experience the world. We believe that travel, and therefore our business, helps increase understanding, acceptance, and a sense of inclusion as people broaden their horizons, are introduced to other people and cultures, have new experiences, increase their knowledge, and grow to appreciate the world in which we live. We believe that our Company, our stockholders, our customers, and our employees all benefit from our commitment to inclusive leadership in all aspects of our Company.

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Cybersecurity, Customer Privacy, & Data Protection

We believe that managing cybersecurity, privacy, and data protection risk is a vital part of our responsibilities to our consumers, partners, and employees. We have built a comprehensive governance structure for managing these risks that we believe will ultimately build a competitive trust advantage for our Company.

Privacy, Cybersecurity, and Data Protection Governance Structure

Privacy Program & Privacy Principles

Information Security

Employee Education

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of March 31, 2022 by (1) each person known by us to be the beneficial owner of more than 5% of our common stock; (2) each member of the Board and each of our director nominees; (3) each of our named executive officers in the Summary Compensation Table on page 71 of this proxy statement; and (4) all directors and executive officers as a group. The percentage of shares owned is based on 40,754,675 shares outstanding as of March 31, 2022.

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A Letter from the Compensation Committee to our Stockholders

Dear Fellow Stockholders,

The fundamental guiding principle of our executive compensation program is delivering pay for performance aligned with our stockholders’ interests. In developing our compensation program, we set rigorous performance targets reflecting our business plan and are committed to the continued alignment of our executive pay with our stockholders’ interests.

With the onset of the COVID-19 pandemic at the beginning of 2020 and its impact on the global travel industry, we adapted both our business response and our approach to executive compensation to address changing priorities.

Management Resilience in Responding to COVID-19

The impact of the COVID-19 crisis raised unique and extraordinary challenges for our Company and industry. While the Company had a strong start to the year in January and the beginning of February 2020, by the end of March 2020 COVID-19 had spread globally and our reported room nights for the full month declined by over 100% compared to March 2019, reflecting the effect of mass cancellations. Management took numerous steps to stabilize the Company, protect employees, support our customers and partners, reduce costs, and address the immediate impacts of the pandemic on the business in 2020, and continued to take steps to preserve and strengthen the Company’s position during the steep and uncertain road to recovery we faced during 2021.

While our financial results continued to be negatively impacted by the COVID-19 pandemic, in 2021 the Company achieved 66% room night growth for the year compared to 2020, net income of $1.2 billion, and $2.9 billion of Adjusted EBITDA,* the highest among travel companies and a 230% increase from 2020.

Compensation Actions

The Compensation Committee took a number of actions between early 2020 and 2022 to respond to the evolving environment while maintaining the executive compensation program’s underlying philosophy of incentivizing alignment with stockholders.

Adapting our Compensation Approach for 2021

Throughout 2020, the Compensation Committee continually discussed potential approaches for 2021 incentive programs. While we began 2021 on an optimistic note with the beginning of the global distribution of vaccines, we continued to navigate the uncertainty of the pandemic and its impact on the travel industry.

The Committee’s 2021 compensation decisions balanced the potential risk to our stockholders if we were to lose the strong capabilities and experiences of our named executive officers ("NEOs") during the remainder of the pandemic and a potential recovery, with our industry being among the hardest hit and among the last to recover, and the need to design a program that would incentivize performance. In balancing these considerations, the Compensation Committee assessed the actions we took in 2020, financial and stock performance of the Company, the efforts of our executives during an unprecedented time, trends and best practices of peer and other companies, input from you, our stockholders, as well as input from our independent compensation consultant. As more fully outlined in detail in our Compensation Discussion and Analysis that follows, and in our proxy statement filed in April 2021, in 2021 the Compensation Committee:

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Looking Ahead to 2022

The Compensation Committee remains committed to overseeing executive compensation programs that strengthen and reinforce our strategy, attract and retain top talent, and continue to drive long-term stockholder value. We believe there is value in consistency year over year, and the 2022 incentive plans reflect how management’s effective navigation of the pandemic and adjustments to our business strategy have laid the foundation to deliver long-term strong performance. In 2022, we adjusted the PSU structure by incorporating additional stockholder return performance requirements (i.e., positive returns) before executives can receive above-target PSU payouts. These new requirements further reinforce our pay-for-performance philosophy and stockholder alignment. While we expect to see continued volatility in trends due to the ongoing impacts of COVID and the devastating events in Ukraine, we are confident in the recovery of travel demand globally over time and we will continue to make it easier for everyone to experience the world.

Thank you again for your continued support and investment in our Company.

Mirian M. Graddick-Weir, Chair

Timothy Armstrong

Robert J. Mylod, Jr.

Lynn Vojvodich Radakovich

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the goals and key elements of our 2021 executive officer compensation program and explains the reasons behind the Compensation Committee’s compensation decisions regarding our NEOs. In 2021, our NEOs, who were our only executive officers for purposes of Exchange Act Rule 3b-7 during 2021, were:

Executive Summary

Resilience through the COVID-19 Recovery

In the beginning of 2021, our Company was facing a steep and uncertain road to recovery from the COVID-19 pandemic. In the first quarter of 2021, our revenue was down 50% and room nights down 20% compared to the same quarter in 2020 (a quarter only partially affected by the pandemic), and despite the onset of vaccine distribution there was no way to predict the timing of a recovery. Against this backdrop, the Compensation Committee designed a compensation program to balance the uncertainty of recovery with the recognition that our executive officers faced a daunting task to guide the Company through these unprecedented challenges.

Throughout 2021, the rate of vaccinations and COVID-19 case counts varied widely by region and the Delta and Omicron variants caused unexpected setbacks to economic and travel recovery. Despite this challenging environment, in 2021 the Company achieved 66% room night growth compared to 2020, net income of $1.2 billion, and $2.9 billion of Adjusted EBITDA, the highest among travel companies and a 230% increase from 2020.**

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Management focused on strengthening the Company’s position through the recovery and executing on key strategic priorities. Highlights of these achievements include:

As the spread of Omicron and new variants demonstrates, recovery from COVID-19 remains uncertain and Russia's invasion of Ukraine has put additional pressure on the travel industry, particularly in Eastern Europe. With the volatility from these macro-events expected to continue for the foreseeable future, sustained leadership from our executive officers remains critical.

Financial and Operating Performance

GROSS TRAVEL BOOKINGS (BILLIONS)

REVENUE* (BILLIONS)

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ROOM NIGHTS (MILLIONS)

ADJUSTED EBITDA** (BILLIONS)

Stock Price

While our financial results continued to be negatively impacted by the COVID-19 pandemic, during 2021 our stock price achieved its highest level of $2,648 on November 9, 2021, representing an 130% increase from the low price in 2020 of $1,152 on March 23, 2020, and a 19% increase from the closing price of $2,227 on December 31, 2020. Over the three year-period from December 31, 2018 to December 31, 2021 our stock price increased 39%.

STOCK PRICE AS OF DECEMBER 31,

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Named Executive Officer Compensation Highlights Through the Pandemic

Pre-Pandemic
● In 2018 and 2019, the Company maintained double-digit growth in room nights and continued to increase revenue and Adjusted EBITDA.
– Long-term equity incentive program for executive officers consisted almost entirely of completely forfeitable Performance Share Unit awards.
2020 Onset of COVID-19
● In 2020 when the world and our Company first began to navigate the COVID-19 pandemic, there were several adjustments to the executive officer compensation program:
– Our Chief Executive Officer (“CEO”) voluntarily declined a salary from March through the end of 2020 and our Chief Financial Officer (“CFO”) and General Counsel (“GC”) declined 20% of their respective base salaries from June through the end of 2020. – Our CEO was awarded no bonus and our CFO and GC each received less than target bonus awards.	– The Compensation Committee granted RSUs in late December 2020 to Messrs. Fogel and Millones that vest ratably over three years and represented approximately 50% of their 2019 long-term incentive award amounts and granted Mr. Goulden the Strategic PSUs described in last year’s proxy statement.
2021 Continuing Impacts of COVID-19
With the uncertainty of travel’s recovery from the COVID-19 pandemic in the beginning of 2021, the Compensation Committee engaged in a robust process to determine the appropriate way to incentivize management performance in line with the Company’s values. After having worked through the challenges the pandemic posed to the Company’s historical compensation program in 2020, the Compensation Committee prudently shifted certain elements of compensation to take the learnings from COVID-19 into account.
● Since it was expected that the PSUs granted in 2018 and 2019 would be completely forfeited as a result of the pandemic, and after the Compensation Committee did not award PSUs to our CEO, CFO, and GC on the usual timeline in March 2020, the Compensation Committee: – Adjusted the vesting factors in early 2021 for the 2018 and 2019 PSUs to 1.33x and 0.33x, respectively, so Messrs. Fogel, Goulden, and Millones received the benefit of the two years and one year of strong performance of the respective performance periods prior to the COVID-19 pandemic. ● Salaries during 2021 for Messrs. Fogel, Goulden, and Millones were set at the same level as 2019, with no increases (also the same level as they would have been in 2020 had they not voluntarily reduced or declined their salaries for that year). ● The 2021 bonus program reflected performance against the Compensation EBITDA and Revenue targets established early in 2021. ● The Compensation Committee revised the mix of the long-term equity awards to Messrs. Fogel, Goulden, and Millones so that 75% of the 2021 long-term equity grants were PSUs and 25% were RSUs;	● Messrs. Fogel and Millones received three-year PSU grants that will vest after three years and proportionally smaller two- and one-year PSU grants that will vest after two years and one year, respectively. Mr. Goulden also received a three-year PSU grant that will vest after three years and a proportionately smaller one-year PSU grant that vests in one year. Since Mr. Pisano did not become an executive officer until after other NEOs received their 2021 equity grants, he received a three-year PSU grant. – The Compensation EBITDA and Revenue targets for the multi-year PSUs granted in 2021 will be set annually based on predicted goals for the coming year because, as the effects of events like the spread of the Omicron variant of COVID-19 demonstrated, it is not currently possible to reasonably predict outcomes three years in advance. – After the three-year performance against target is calculated, the payout for the three-year 2021 PSUs for Messrs. Fogel, Goulden, and Millones can then be adjusted downwards or upwards based on the Company’s three-year relative total shareholder return (TSR) performance versus a group of peers in the travel and tourism industry. Any adjustment cannot result in a payout in excess of 2x target.

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2021 Stockholder Engagement

We engage our stockholders for feedback on our compensation programs and governance practices and in certain circumstances, the Board Chair and Compensation Committee Chair participate in those conversations. Management communicated the results of engagements to the Compensation Committee as it was making 2021 compensation decisions.

2021 Say-on-Pay Advisory Vote on Executive Compensation

We provide our stockholders with the opportunity to cast an annual advisory vote on executive compensation (a “say-on-pay” proposal). Our stockholders have consistently supported our executive compensation program with approximately 91%, 95%, 90%, and 91% support in 2021, 2020, 2019, and 2018, respectively. The Compensation Committee regards these results as an indication that our executive compensation practices effectively align executive compensation with stockholder interests and will continue to consider the outcome of our say-on-pay votes when structuring and implementing our compensation programs.

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Philosophy and Objectives

The Compensation Committee leveraged what it learned from the extreme circumstances of the pandemic to make the Company’s 2021 compensation program more resistant to macro events outside of management’s control while maintaining the Company’s long-standing compensation principles. For many years, the Compensation Committee has used the following guiding principles when setting executive compensation and establishing our executive compensation programs:

The Compensation Committee believes that our compensation program should provide an appropriate balance between short-term and long-term performance incentives, with an emphasis on long-term performance. Prior to the COVID-19 pandemic, our senior executives received most of their potential compensation through long-term equity incentive awards, which have generally been in the form of forfeitable three-year PSUs. However, as a result of the pandemic’s severe impact on our industry, the Compensation Committee believed it was prudent to add RSUs to the long-term mix so that unexpected macro events would not have an outsized impact going forward.

Further, with the decreased compensation opportunities for the existing NEOs in 2020 and the continuing importance of shepherding the Company through the pandemic, particularly as the Company managed through recurrent resurgences of COVID-19 in various parts of the world, the Compensation Committee recognized that retention incentives would be particularly important in 2021. At the same time, the Compensation Committee believed it was important to maintain a performance-weighted program with PSUs constituting a large majority of the long-term incentive award.

Compensation Best Practices

The Compensation Committee continually reviews our executive officer compensation program and seeks the advice of Semler Brossy, its independent compensation consultant, to ensure the Company’s compensation practices are in the best interests of our stockholders. Although we changed certain aspects of our compensation programs as a result of the COVID-19 pandemic, our key compensation policies remained unchanged.

We do:			We do not:
	Tie pay to performance.			Provide change in control severance tax gross-ups.
	Cap the bonus pool from which senior executives’ individual cash bonuses are paid.			Permit stock option repricing without stockholder approval.
	Use “double triggers” in our severance agreements and equity awards.			Provide significant executive-only perquisites.
	Have meaningful stock ownership guidelines.			Permit hedging or pledging of our stock by our directors and executive officers.
	Have a clawback policy.
	Conduct an annual risk assessment of our executive officer compensation program.
	Conduct a robust stockholder engagement process.
	Conduct formal executive succession planning.

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Pay Elements

We use different elements in our executive compensation program to drive different behaviors; the elements work together to achieve our compensation philosophy and objectives described above.

Element	Purpose	Key Characteristics
Base Salary	Provide a level of economic security and stability so executives can focus on meeting our objectives.	Determined by: ● Information from the Compensation Peer Group described below; ● Individual performance of the executive, including level of responsibility and breadth of knowledge; and ● Review of the executive’s total compensation, both individually and relative to other senior executives.
Annual Cash Incentive Bonus Plan	Provide a meaningful incentive to meet short-term objectives.	● Capped bonus pool determined by Company financial performance. ● Individual bonuses determined by a combination of Company financial performance and individual performance.
Long-term Equity Incentives	Provide a significant compensation opportunity tied to long-term financial performance and increases in our stock price over a three-year period.	PSUs ● Tied to our financial performance and our relative TSR compared to a group of travel and tourism peers; ● 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 (with the exception of the one- and two-year 2021 PSUs).
	Provide a retention element that balances the at-risk pay in the long-term incentive program.	RSUs ● 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 additional retention incentive until the individual’s PSUs begin to vest.

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Measuring Performance

We measure performance based on three financial metrics:

2021 Named Executive Officer Compensation Program

Each year, the Compensation Committee reviews all compensation elements, including each executive officer’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 Compensation 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. In 2021, the Compensation Committee also considered that the Company was in the midst of navigating an incredibly uncertain and unprecedented environment. The competition for talent was also increasing, particularly as we operate in an industry more severely impacted by COVID than other companies that compete for the same talent as us. In addition to employees, including executives, moving to companies outside the travel sector following the onset of the pandemic, like other companies we also experienced employees choosing to leave the workforce altogether for COVID-related reasons. In this context, the Compensation Committee believed it was particularly important to incentivize the NEOs to continue to lead the Company through recovery with a focus on strengthening our position in the long term and then ultimately to reward a significant overperformance of expectations from the outset of 2021.

Due to the extreme impact of the COVID-19 pandemic on the Company’s business, the Compensation Committee considered the unique circumstances of the Company’s uncertain path toward recovery. Significant issues faced by the travel industry and the Company in 2021 included:

Management guided the Company through over two years of pandemic-related challenges while continuing to undertake product development, pursue strategic initiatives (including acquisitions), and chart an uncertain recovery in one of the industries hit the hardest by the COVID-19 pandemic. The Compensation Committee and the Board considered management’s effective leadership and positioning of the Company for future success when they made 2021 executive compensation decisions.

Before Mr. Pisano was promoted to his current role as the Company’s Chief Human Resources Officer in August 2021, he was an employee of Booking.com. Certain elements of Booking.com's compensation program differ from the Company’s compensation plans. The differences between Mr. Pisano’s compensation as a Booking.com employee in the first seven months of 2021 and the compensation of Messrs. Fogel, Goulden, and Millones are noted below where applicable.

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2021 Base Salaries

The Compensation Committee did not make changes to the base salaries of Messrs. Fogel, Goulden, and Millones for 2021. All three of these executives voluntarily declined or reduced their salaries in 2020.

Mr. Pisano was promoted to Chief Human Resources Officer in August 2021 and received a corresponding ~7% salary increase.

2021 Bonus Plan

Consistent with prior years, the fundamental principle driving the funding of our annual senior management bonus plan in 2021 was the Company's outperforming expectations for recovery in revenue and earnings on a fixed currency basis, taking into account management’s outlook for travel recovery, the size of our business, market expectations regarding our recovery, and our expectations regarding the growth of our markets. Generally, in order for our senior executives to achieve their target annual bonus amounts, we must achieve a combination of Compensation EBITDA and Revenue that corresponds to a 1x bonus pool.

The annual cash incentive bonus plan pool applicable to our executive officers is funded based on our Compensation EBITDA and Revenue. In 2021, Compensation EBITDA and Revenue were used on an equally weighted basis to measure performance in connection with the 2021 senior management bonus plan.

The amount in the pool increases as our Compensation EBITDA and/or Revenue increase (until the cap on the pool is reached), and cash bonuses are awarded to executive officers from this pool. However, although Company performance is a key factor in individual bonus payments for our executive officers, the Compensation Committee maintains discretion to adjust the aggregate pool and/or individual bonuses upwards or downwards as it deems appropriate.

2021 Bonus Outcomes

Compensation EBITDA and Revenue targets for the annual bonus plan were set in the beginning of 2021 prior to the global distribution of vaccines, at a time when travel remained severely depressed compared to pre-pandemic levels and accurate projections were not possible. The 2021 targets were set in comparison to 2020 performance, which was not completely impacted by COVID since there was strong pre-COVID first quarter performance in 2020. The Company’s 2021 Compensation EBITDA and Revenue performance meaningfully exceeded expectations set at the beginning of 2021, which resulted in the bonus pool hitting the cap set by the Compensation Committee. As a result, the bonus pool for senior executives was funded at 3 times target.

The bonuses shown below for the NEOs also reflect individual performance, including each NEO's contributions to the execution of the Company’s business priorities to address the pandemic and other non-financial goals and priorities.

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2021 Named Executive Officer Performance

Mr. Fogel

The Board and the Compensation Committee assessed Mr. Fogel’s performance during 2021 and considered:

The Board and the Compensation Committee also considered a number of other subjective and qualitative factors in their evaluations of Mr. Fogel, such as his setting a “tone at the top” of absolute integrity, outstanding commitment, people management skills, and investor and Board communication skills.

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Other Named Executive Officers

	DAVID GOULDEN
	Mr. Goulden has been our Executive Vice President and Chief Financial Officer since March 1, 2018 and has over 35 years of experience in the technology industry across a number of additional functions including Operations, Marketing, Strategy, Product Development, and Corporate Development. Mr. Goulden joined us after leaving Dell Technologies in February 2018. Mr. Goulden also brings a significant amount of global management experience. He was previously President, Infrastructure Solutions Group at Dell Technologies, a position he held starting in 2016 when Dell acquired EMC Corporation. From January 2014 until EMC’s acquisition by Dell, Mr. Goulden was Chief Executive Officer of the EMC Information Infrastructure business, EMC’s largest business by revenue and employees, and where he was closely involved in the successful acquisition of EMC by Dell. Prior to his service in that role, he was President and Chief Operating Officer of EMC, responsible for overseeing engineering and product development, sales and customer operations, services, marketing, and G&A functions, since 2012. Mr. Goulden served as Chief Financial Officer of EMC from 2006 to 2014, responsible for financial operations of EMC’s consolidated businesses. Earlier in his career at EMC, Mr. Goulden led the company’s Sales and Customer Operations worldwide, including global sales in all theaters as well as global channels, alliance, and partners, and prior to that service he oversaw Marketing and New Business Development at EMC. Prior to joining EMC in 2002, Mr. Goulden served in various capacities at Getronics N.V., an information technology services company, most recently as a member of the board of management and President and Chief Operating Officer for the Americas and Asia Pacific. Mr. Goulden served on the board of directors of VMWare, a cloud infrastructure and business mobility company, from 2007 to 2014.

The Compensation Committee and Mr. Fogel considered the following highlights of Mr. Goulden’s 2021 performance:

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	PETER J. MILLONES
	Mr. Millones has been our General Counsel since January 2001 and our Executive Vice President since April 2003. He previously served as our Vice President and Associate General Counsel from March 2000 to January 2001 and as our Corporate Secretary from March 2021 to January 2022 and January 2001 to April 2018. Prior to that, Mr. Millones was with the law firm of Latham & Watkins LLP.

The Compensation Committee and Mr. Fogel considered the following highlights of Mr. Millones’ 2021 performance:

	PAULO PISANO
	Mr. Pisano has served as our Chief Human Resources Officer since August 2021 and as Senior Vice President and Chief People Officer of Booking.com since March 2020. Prior to joining Booking.com, Mr. Pisano was the Chief People Officer at Galp, a globally integrated energy company, from December 2015. Previously, he served as the SVP and Chief Talent Officer at Pearson, an education publishing and learning assessment company, following his post as Head of Organizational Effectiveness at Barclays.

The Compensation Committee and Mr. Fogel considered the following highlights of Mr. Pisano’s 2021 performance:

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Equity Incentives

In shaping the equity incentive awards for executive officers in 2021, the Compensation Committee focused on incentivizing the executive officers to lead the Company through a particularly challenging and uncertain time for the Company and the travel industry generally, and rewarding them for that effort. Considering this motivation, the impact of COVID-19 on compensation outcomes in 2020, the inability to predict the Company’s long-term financial performance in the beginning of 2021 when there was significant uncertainty around the travel industry recovery, and stockholder feedback, the Compensation Committee adjusted the long-term incentive compensation program for 2021 in three respects.

Addition of Time-Based Equity Awards

Unlike most companies, which typically grant executives a mixture of service-based awards and performance-based awards, the Company’s historical long-term incentive programs were based solely on PSUs (other than RSUs awarded in connection with promotions and new hires). Since PSUs only vest if financial performance targets are achieved, all of our executives' long-term incentive awards were at risk. The Compensation Committee has always believed this risk was both low and reasonable, and supported the goal of tying pay to performance.

With the outbreak of the COVID-19 pandemic, the extremely unlikely scenario that all of the long-term incentive awards for Messrs. Fogel, Goulden, and Millones would fail to pay out came to pass. To avoid a recurrence of that outcome, and taking into account feedback during stockholder engagements, the Compensation Committee modified the long-term incentive program to include a mix of 75% PSUs and 25% RSUs. The Committee believes the addition of RSUs provides an appropriate base level of long-term pay with significant retention value tied to stock price and continuous service as we continue to work through the extreme impact of the pandemic on our business.

Annual vesting and goal setting

Due to the pandemic-induced volatility of our business and the travel industry generally, and the uncertain pace of recovery, it remains impractical to set long-term financial performance goals. Instead, the 2021 PSUs for Messrs. Fogel, Goulden, and Millones were divided into three awards with differing vesting schedules. The financial performance goals are set for only one year in the future. Additionally, once the performance has been measured against the goals for a particular year, the performance-based vesting factors associated with that year are locked in, although the payout happens at the end of the full two- or three-year vesting period, as applicable. This feature assures compensation earned from the achievement of specific financial targets in a given year, while minimizing inadvertent effects from extraneous and unprecedented macro events that are outside the executive team’s control.

In 2021, during a period of significant uncertainty, on an extraordinary basis the Committee granted PSUs with shorter vesting periods (one- and two-year PSUs) in proportionately smaller amounts than typical three-year PSUs to incentivize focus on recovery through meaningful and consistent vesting opportunities earlier in the period. The one-, two-, and three-year PSUs vest in March 2022, March 2023, and March 2024, respectively.

The Compensation Committee believes that implementing this multi-year award structure was prudent given the volatility and unpredictable nature of a recovery from the pandemic.

Addition of a Three-Year Relative TSR Modifier

Through its stockholder engagement efforts in 2020 and 2021, management heard that stockholders generally favored a relative metric in compensation plans. Based on this feedback and robust discussion by the Compensation Committee and its independent compensation consultant, the Compensation Committee added an rTSR modifier to the three-year 2021 PSUs. At the end of the three-year measurement period, the three-year 2021 PSUs awarded to Messrs. Fogel, Goulden, and Millones can be adjusted upwards or downwards by up to 25% based on the Company’s TSR relative to the TSR of a peer group of companies with high correlation to the Company’s industry, up to a maximum of 2 times target. The rTSR peer group is broader than the Compensation Peer Group because we considered only industry comparability and not size or other characteristics that are relevant for benchmarking pay.

2021 Performance Share Units (PSUs)

As previously discussed in the 2021 Proxy Statement, the 2021 target equity awards for Messrs. Fogel, Goulden, and Millones are, collectively, meaningfully larger than they would have been without the issues resulting from the pandemic. The Compensation Committee considered the potential risk to stockholders if we were to lose the strong capabilities and experience of our NEOs as the pandemic recovers in fits and starts, the Company’s industry being among the hardest hit and likely among the last to recover fully. Moreover, there is a high demand for executives with the skills and experience of our NEOs. Under the circumstances, the Board and the Compensation Committee, after receiving the advice of our

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compensation consultant and taking into account stockholder feedback, decided that these larger performance-based awards were appropriate and in the best interests of stockholders.

The Compensation EBITDA and Revenue goals for the first sub-period of the 2021 PSUs are as follows.

The actual results of the Company’s 2021 Compensation EBITDA and Revenue performance meaningfully exceeded the maximum goals set at the beginning of 2021 ($0.1 billion for Compensation EBITDA and $7.5 billion for Revenue). The Company's outstanding performance in 2021 resulted in achieving 2x target for the first sub-period. The overall payout for the two- and three-year PSUs remains subject to Company performance in subsequent sub-periods and, for the three-year PSUs, may be revised downwards or upwards by the rTSR modifier (see below). Annual goals for subsequent measurement periods are set at the beginning of each performance year.

Once results for the 2021 three-year PSUs are determined, final awards will be adjusted negatively or positively up to 25% based on the Company’s rTSR performance over the three-year measurement period, as shown below. Awards cannot be adjusted over 2x target.

2018 and 2019 PSUs

As disclosed in the April 2021 proxy statement and discussed during stockholder engagement in the spring of 2021, before the outset of the pandemic in early March 2020, Messrs. Fogel, Goulden, and Millones’ outstanding long-term incentive awards consisting entirely of PSUs were projected to pay out at 2x the number of target shares for the 2018 PSUs and 1x the number of target shares for the 2019 PSUs. These awards had a three-year performance period tied to Compensation EBITDA and were fully forfeitable if minimum performance targets were not met. It became clear early in 2020 that both awards would be fully forfeited by Messrs. Fogel, Goulden, and Millones despite performance over or consistent with target for years not affected by the pandemic.

In January 2021, after considering a variety of factors and alternatives described in the 2021 Proxy Statement, including the extraordinary leadership of the NEOs through the unprecedented and extremely challenging pandemic year and the strong financial and operating performance of the Company prior to the pandemic and subsequent stock price recovery, on the recommendation of the Compensation Committee, the Board of Directors adjusted the payout of Messrs. Fogel's, Goulden's, and Millones' 2018 PSU awards to 1.33x the number of target shares underlying those grants and each of their 2019 PSU awards to 0.33x the number of target shares underlying those grants. As a result of this adjustment made in 2021, the modification expense for the 2018 and 2019 PSUs included in the 2021 summary compensation table effectively double counts the accounting expense for these awards that was already included in the 2018 and 2019 summary compensation tables, respectively.

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The Compensation Committee recognizes that adjustment of PSU payout terms is only appropriate in exceptional circumstances after consideration of many factors, including the interest of stockholders.

Restricted Stock Units (RSUs)

The NEOs received the following awards of RSUs in 2021:

These awards constitute 25% of the long-term incentive grants to Messrs. Fogel, Goulden, and Millones in 2021 and vest over three years, provided the recipient is still employed by the Company.

RSUs are also used from time to time in connection with the hiring or promotion of a new senior executive to provide retention incentives during the first years of a position to balance the uncertainty associated with the typical three-year cliff vesting and performance terms of PSUs. Mr. Pisano received an RSU award that vests over three years in connection with his promotion to Chief Human Resources Officer and an RSU award in March 2021 that vested in one year in connection with his annual compensation award prior to becoming an executive officer.

Stock Options

We did not grant any stock options to our NEOs in 2021.

Stockholder Dilution

The Compensation Committee reviews the dilutive impacts of planned equity awards every year. This year, stockholder dilution from our equity incentive programs, including our stock-based compensation expense as a percentage of year-end market capitalization, is below the 25^th percentile of the Compensation Peer Group.

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Other Components of Executive Compensation

Change in Control Benefits

Our equity grants do not provide for “single trigger” accelerated vesting based solely on the occurrence of a change in control. Rather, acceleration of equity grants can only occur upon certain terminations of employment that occur at the same time as or following a change in control or upon certain terminations of employment that occur independently of a change in control. As a general matter, upon a termination of employment by us “without cause” or by the employee on account of their death or disability (and in some circumstances, for “good reason”) that occurs coincident with or following a change in control, the vesting of outstanding equity will be accelerated to the termination date on a pro-rata basis based on the portion of the performance period that has passed (except that in the case of death, full vesting will occur). Our awards do not provide for full acceleration of an award except in the case of the employee’s death.

If any payment made pursuant to an NEO’s employment agreement would be an excess parachute payment, we will reduce the amount of such payment to the extent necessary so that no portion of the payment, so reduced, would constitute an excess parachute payment if such reduction would result in an increase in the aggregate payments and benefits the executive will receive on an after-tax basis. See Potential Payments Upon a Change in Control and/or Termination beginning on page 84 for additional details.

Severance Benefits

Severance arrangements and change-in-control provisions in our equity awards are designed to:

Each of our NEOs is entitled to receive severance benefits upon, among other things, a termination “without cause” or, “for good reason.” The Compensation Committee believes the amount of severance compensation each NEO would receive is appropriate because of marketplace practices, and the duration of non-competition agreements between us and our NEOs. The severance and other benefits are intended to ease the consequences to an executive of an unexpected termination of employment that the Compensation Committee considers outside of the separated employee’s control. See Employment Contracts, Termination of Employment and Change in Control Arrangements beginning on page 76 for additional details.

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Employee Benefits

Our health care and other insurance programs are generally the same for all eligible employees, including the NEOs, depending on their geographic location. For all eligible U.S.-based employees and certain eligible employees based outside the United States, we maintain a 401(k) plan. The 401(k) plan in which our eligible NEOs (excluding Mr. Pisano) participate allows all eligible employees to contribute up to 75% of their eligible pay (generally base salary and bonus), up to limits imposed by the U.S. Internal Revenue Code, as pre-tax and/or Roth contributions. We make a cash matching contribution to this 401(k) plan for all participants, including participating NEOs, of 50 cents on the dollar on the first 6% of eligible pay contributed to the plan. The 401(k) match made to each of the participating NEOs is reflected in the All Other Compensation column of the Summary Compensation Table.

All eligible Booking.com employees, including Mr. Pisano, receive a work-from-home allowance and a benefit for certain travel reservations made through Booking.com.

Perquisites

We do not maintain any material perquisites or personal benefits for any of the NEOs, such as company planes, cars, security, financial services, or country club memberships.

The Company agreed to provide certain benefits to Mr. Pisano to ensure that he is not subject to adverse tax consequences and does not incur additional expenses as a result of assuming the role of Chief Human Resources Officer of the Company. These benefits include tax equalization for any additional taxes owed as a result of performing his new role in the United States, payment of legal fees incurred in connection with entering into an assignment agreement that sets forth the terms of this arrangement, and payment of costs for the preparation of his Dutch and U.S. tax returns.

How We Make Compensation Decisions

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An affiliate of Mercer provides insurance brokerage services to us, and another affiliate of Mercer has provided commercial consulting services to one of our subsidiaries. The aggregate fees paid by us and our subsidiaries to Mercer and its affiliates in 2021 are as follows:

Mercer’s affiliate was engaged to provide insurance brokerage services by the Corporate Governance Committee after the Corporate Governance Committee evaluated the relationship of Mercer’s affiliate with us and the Compensation Committee’s engagement of Mercer. The decision to engage Mercer’s other affiliate for consulting services was made by management of the relevant subsidiary. After reviewing information provided by Mercer regarding its independence and considering the independence factors prescribed by SEC rules, the Compensation Committee determined that Mercer was independent and that there were no conflicts of interest arising from the services Mercer performed for the Compensation Committee while Mercer was the independent consultant in the first half of 2021.

At the Compensation Committee’s direction, management generally provides Compensation Committee materials to Semler Brossy and discusses materials and recommendations with Semler Brossy in advance of each Compensation Committee meeting. Representatives from Semler Brossy attend Compensation Committee meetings to discuss these matters and, at the end of most meetings, meet in executive session with the Compensation Committee without management present.

With the support of the Compensation Committee, management regularly asks Semler Brossy to provide calculations and market data to inform the Compensation Committee’s decision-making process. The Compensation Committee periodically requests management to seek Semler Brossy’s input, analysis, or recommendation with respect to a specific compensation practice, program, or arrangement that is under consideration by the Compensation Committee.

During 2021, Semler Brossy assisted the Compensation Committee on the following matters:

Before the Compensation Committee transitioned from Mercer to Semler Brossy in July 2021, Mercer assisted the Compensation Committee with the following matters:

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Benchmarking and Target Compensation

Our benchmarking analysis includes a comparison of each element of total compensation against a peer group of publicly-traded companies. With the help of its independent compensation consultant, the Compensation Committee reviews annually the appropriateness of the companies that make up the peer group by looking closely at the companies we included in the prior year, as well as the companies our peers identify as their peers.

The primary characteristics used to determine which companies to include in the peer group are: industry, revenues, and peers identified by our peers. In particular, the Compensation 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 Compensation 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 Compensation Committee determined that the 2021 peer group would consist of the seventeen companies listed below (the “Compensation Peer Group”). The Compensation Committee adjusted the 2020 Compensation Peer Group by adding Airbnb, Uber, and Wayfair (because of their alignment with the Company’s business attributes and similar financial and market valuation profiles) and removing salesforce.com and Intuit (because of their lower correlation with a marketplace company in the travel industry).

The Compensation Committee reviewed revenue of the peer companies from the last twelve months as of September 1, 2021. Based on this data, our revenues ranked at approximately the 28^th percentile of the Compensation Peer Group.

The Compensation Committee refers to the Compensation Peer Group to assess “market” compensation, which it considers to be between the 50^th and the 75^th percentile of executive pay for the Compensation Peer Group. The Compensation Committee uses the Compensation Peer Group data primarily to ensure that our executive compensation program as a whole is competitive. While the Compensation Peer Group provides the Compensation Committee with guidance and information, it does not dictate the NEOs’ compensation and is not a substitute for the Compensation Committee’s own business judgment in establishing compensation for the NEOs.

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Compensation Governance Matters

Stock Ownership Guidelines

Our stock ownership guidelines require the executive officers to own the number of shares of our common stock indicated below. For these purposes, shares owned outright by an executive officer are counted, but unvested stock options, vested stock options that have not been exercised, and unvested stock-based equity awards are not considered. Executive officers who do not meet the stock ownership guidelines must retain a minimum of 50% of the shares received on an after-tax basis from the exercise of stock options; the vesting of restricted shares, RSUs, and performance share units; and the settlement of any other stock-based equity award until the ownership target is reached. As of March 31, 2022, each NEO was in compliance with the guidelines except Mr. Pisano, who has been in his position for less than one year.

Our stock ownership guidelines also establish requirements for non-employee members of the Board, which are set forth under Non-Employee Director Compensation and Benefits on page 88. Our stock ownership guidelines are detailed in our Corporate Governance Principles available on our corporate website (www.bookingholdings.com).

Short-Selling, Hedging and Pledging Prohibitions

Our longstanding policy is to prohibit executive officers, directors, and employees from entering into hedging transactions with respect to our stock, speculating in our stock, or engaging in short-term trading in our stock such as “day trading.” Such prohibited activity includes short selling (profiting if the market price of the securities decreases); buying or selling publicly traded options, including writing covered calls; buying our stock on margin (unless arrangements are made to cover any margin calls in cash); and arbitrage trading. We also do not permit our executive officers or directors to pledge any of our securities.

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Pre-arranged Trading Plans

We encourage, but do not require, our executive officers to adopt pre-arranged trading plans that comply with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”). We have established guidelines for the adoption and implementation of 10b5-1 Plans by our directors and executive officers, including the following:

We reserve the right to modify the terms of our 10b5-1 guidelines at any time.

The following table summarizes the 10b5-1 Plans adopted by each of the NEOs and directors as of March 31, 2022. The number of shares shown as eligible for future sale in the table below reflects share amounts as of March 31, 2022 and excludes shares that may have been previously sold. This table is provided as a summary only and does not set forth all the material terms and conditions of the NEOs’ 10b5-1 Plans.

Consistent with our past practices, we intend to continue to provide a list of 10b5-1 Plans for our NEOs and directors on a quarterly basis following the closing of our trading window on our corporate website (www.bookingholdings.com). We also expect to file a Current Report on Form 8-K promptly after the adoption of any 10b5-1 Plan by our Chief Executive Officer or Chief Financial Officer.

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Equity Award Dates

The Compensation Committee selected March 4, May 12, August 12, and November 12 as the dates of grant for equity awards (to the extent the Compensation Committee authorizes any awards) to executive officers and other employees in 2022. The Compensation Committee (or the Board) reserves the right to adjust dates in advance or select additional grant dates in its sole discretion. All grants are or will be, as applicable, approved in advance by the Compensation Committee (or the Board) or, on an exception basis, the chair of the Compensation Committee.

Clawback Policy

Effective February 7, 2013, we adopted a policy with respect to the “clawback” of executive compensation pending adoption by the SEC and The Nasdaq Stock Market of final rules on the matter. In general the policy provides that under certain circumstances where an executive officer has engaged in misconduct that has resulted in the executive receiving excessive incentive-based compensation, the Board may seek recovery of such excessive incentive-based compensation.

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Compensation Committee Report

The Compensation Committee, comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with management. Based on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for filing with the SEC.

COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS

Mirian M. Graddick-Weir, Chair
Timothy Armstrong
Robert J. Mylod, Jr.
Lynn Vojvodich Radakovich

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Summary Compensation Table

The following table shows compensation earned during 2021, 2020, and 2019 by the persons who served as our Chief Executive Officer and our Chief Financial Officer and the two next most highly-compensated executive officers serving in 2021. These individuals are referred to as the “named executive officers.” These four individuals were our only executive officers for purposes of Exchange Act Rule 3b-7 during 2021. Titles shown in the table are titles held as of December 31, 2021.

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Grants of Plan-Based Awards Table

The following table provides information about equity and non-equity awards granted to our named executive officers in 2021. The column “Estimated Possible Payouts under Non-Equity Incentive Plan Awards” shows the “target” cash payouts under the 2021 Bonus Plan at the time the plan was adopted. Actual payouts were made in March 2022 and can be found in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation” for 2021.