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.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

Booking Holdings Inc.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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APRIL 24, 2023

Dear Stockholders,

The year 2022 began with much of the world experiencing a dramatic resurgence in COVID and a fear that vaccine protection had declined to a level so low that we might be re-entering lock-downs in some countries. Fortunately, by the end of the year we witnessed tremendous steps forward in pandemic recovery and a resurgence in travel as countries reopened their borders, leading to countless moments of reunion and celebration. Yet, that triumph weighed against unimaginable horror with war in Europe. We responded by suspending our operations in Russia and creating a platform to enable more than 70,000 Ukrainian refugees to find shelter through the generosity of our accommodation partners — hotels and homes and apartments – who provided free or greatly reduced temporary housing. Amidst all of this, we were reminded of travel’s capacity to positively impact lives and shape our futures. The tremendous benefits travel can bring - to economies, to societies, to how we work and connect - continues to fuel our mission to make it easier for everyone to experience the world.

The resurgence in travel demand is evidenced by our all-time records in 2022 of nearly 900 million room nights booked and revenue of over $17 billion. These achievements demonstrate again the resiliency of travel, and while uncertainty regarding the global economy has increased significantly, we remain confident that in the long term travel will grow faster than GDP. Last year, we stated that our long-term ambition as a business was to grow faster and have higher revenue and profits than before the pandemic, and I’m pleased to state that we have made meaningful progress towards that goal.

Innovation Designed for Impact

Continued innovation allows us to build products and services and meet the ever-evolving needs of our customers and partners. We continue to leverage the power of technology alongside our unwavering customer focus to deliver value to both sides of the travel ecosystem and drive results.

In a mobile-first world, creating best-in-class mobile technology remains a top priority. The Booking.com app was the most downloaded online travel app in 2022 for the second year in a row. This effort is yielding results, with about 45% of all room nights booked last year through our apps, as we continued to improve the experience by making our apps easier to use and improving their user interfaces to ensure our customers could quickly and intuitively access our products and services.

We also brought our Travel Sustainable program, pioneered by Booking.com, to accommodations enterprise-wide through the combined efforts of the Agoda, Booking.com, KAYAK, and Priceline product teams to power the program’s expansion through a cross-enterprise API, making sure we are one of the leaders in the area.

While transformative technologies - such as generative artificial intelligence (“AI”) - hit mainstream consciousness in 2022, our teams have worked with various types of AI for over a decade to improve our products and services, and we continue to learn and explore new opportunities to make travel more seamless. We will continue to work with all of the major large language model players to explore ways to incorporate these technologies as we see potential value for our customers. Additionally, our Booking AI Research Lab enables us to quickly react, adapt, and learn how our customers can benefit from new developments in this field and apply these fast-growing technologies in an inclusive, responsible, and ethical way.

Delivering on Business Priorities

The application of cutting edge technology by highly specialized and skilled talent is key to solving for the enduring complexity inherent in our industry, and has kept us moving forward at pace throughout 2022 on our path to creating a truly connected travel experience. The strides we have made to deliver smoother, richer experiences and increase value for travelers and partners alike center on expanding our payments platform, enhancing newer verticals and strengthening our position in the U.S., while continuing to grow our core business of accommodations.

In the fourth quarter of 2022 alone, we processed 42% of Booking.com’s gross bookings on our own payments platform. Not only are we now increasingly able to offer payment solutions that work for customers across the globe, increasing our payments functionality allows us to bring additional traveler demand to our partners who may not be able to process alternative payment methods, along with helping them reduce cancellations and lower operational workloads.

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During the last year we also continued to ramp up our flight offering on Booking.com, which is now available in over 50 countries and provides a great product to customers.

As the travel recovery accelerated, we believe we gained market share in our accommodations business from pre-pandemic levels in the U.S., as 2022 versus 2019 growth outpaced the broader U.S. recovery. Together, our Priceline and Booking.com brands grew U.S. room night growth by almost 30% comparing 2022 versus 2019. These gains are a result of strong day-to-day execution and continued investments in marketing in a very competitive market.

Additionally, our alternative accommodation global room nights grew 11% versus 2019, which shows good progress in this important area.

Travel As a Force For Good

While travel contributes meaningfully to the global economy, we also believe travel can have important impacts on society. We recognize our responsibility as an industry leader and endeavor to contribute to many aspects across the travel ecosystem in our business practices because we know that shared-value creation for all stakeholders will ultimately produce the best results for us and the travel industry.

In line with this, we continue to recognize that sustainability is an important part of our overall business strategy. We believe that the development of our Travel Sustainable program and the expansion of it across our brands in 2022 was an important signal of the potential for technology and cross-brand collaboration to drive greater sustainable impact across the travel industry by educating and empowering both partners and travelers. In addition to the expansion of this program, we made meaningful progress on the commitments outlined in our Climate Action Plan, which includes our commitment to 100% renewable electricity across our enterprise, supported by the purchase of unbundled energy attribute certificates. We believe in the power of travel to bring people and cultures together, and we want to ensure that this can be the case for generations to come.

Partnering with Governments

We believe that collaboration between governments and businesses around the world will grow the positive power of travel. Not only is this needed to encourage travel’s recovery in tourism-dependent communities, but also to ensure that technology and innovation can continue to flourish for the benefit of consumers. As governments and regulators grapple with important issues in the digital sphere, including consumer privacy, content moderation, ethics, and the implications of new technologies, collective dialogue is key and we remain committed to productive engagement with regulators and policymakers across the globe to help shape the path ahead for the industry.

In Closing

Our employees remain our most valuable asset. It is their creativity, commitment, passion, and energy that allow us to deliver for the industry, our customers, and our partners. We continue to invest in our people, and I’m proud that in 2022 we were recognized as one of Fortune’s World’s Most Admired companies and Forbes’ World’s Best Employers, made all the more important against the backdrop of the rapidly changing tech talent landscape.

I fundamentally believe that travel is a force for good as it holds the power to connect people and cultures, reduce barriers, and increase understanding of the world we live in, all while creating tremendous economic opportunities for all of us. We would not be capable of contributing to this travel ecosystem without our 20,000+ Booking Holdings colleagues, our supplier partners, our customers, our partners in governments around the globe, our Board of Directors and you - our stockholders. To each and every one of these stakeholders, I want to extend my deepest gratitude. As we continue on a journey of opportunity and at times, uncertainty, I remain optimistic that together we can build a brighter future for travel.

Sincerely,

Glenn D. Fogel

President and Chief Executive Officer

April 24, 2023

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APRIL 24, 2023

Dear Stockholder,

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Booking Holdings Inc. to be held at 11:00 a.m. Eastern Time on Tuesday, June 6, 2023.

The Annual Meeting will be held in a virtual format. You may attend the virtual Annual Meeting by visiting the website www.virtualshareholdermeeting.com/BKNG2023. 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 6.

Sincerely,

Robert J. Mylod, Jr.

Chair of the Board

April 24, 2023

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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

The Board of Directors of Booking Holdings Inc. is soliciting your proxy for the 2023 Annual Meeting of Stockholders.		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 2022 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, 2023; 4. To cast an advisory vote on the frequency of future advisory votes on the compensation paid by the Company to its named executive officers; 5. To consider and vote upon a non-binding stockholder proposal set forth in the proxy statement, if properly presented; 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.
TUESDAY, JUNE 6, 2023
11:00 a.m. Eastern Time
www.virtualshareholdermeeting.com /BKNG2023
RECORD DATE The Board of Directors fixed the close of business on April 11, 2023 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.
		At the Meeting: To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/BKNG2023. 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, and sign the enclosed proxy card and return it in the enclosed postage prepaid envelope (if mailed in the United States).
This proxy statement and our 2022 Annual Report are also available on our website at https://ir.bookingholdings.com/financials /annual-reports/default.aspx.		April 24, 2023 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 complete information about these topics, please review the proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2022.

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

Booking Holdings Inc. (the “Company,” “Booking Holdings,” “we,” “our,” or “us”) is the world’s leading provider of online travel and related services. 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 2022 Performance

In 2022, we rebounded from the COVID-19 pandemic faster than expected, with a record number of room nights booked and our highest-ever gross bookings and revenues.

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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. Our corporate governance practices include:

	Current Board Chair is independent			Stockholders can call special meetings
	Lead Independent Director			Annual “say-on-pay” vote
	Majority voting in director elections			Longstanding prohibition on hedging or pledging of stock by directors and executive officers
	Stockholder-approved proxy access			11 of 12 current directors are independent
	Annual director elections (i.e., no classified board)			Stockholders can act by written consent in lieu of a meeting
	Annual board and committee self-evaluation			No supermajority voting provisions
	Stock ownership guidelines for directors and executive officers			No poison pill/rights plan

Our Board

Mr. Timothy Armstrong 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. Armstrong for his service to our Board and stockholders.

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Our Board exhibits a strong mix of desired attributes, including business experience, tenure, age, diversity of perspectives, and independence. The following is a snapshot of some key characteristics of our Board, assuming all eleven nominees are elected at the Annual Meeting.

Our Board is committed to a refreshment process to ensure continued representation of a diversity of viewpoints, backgrounds, and experience. As of March 31, 2023, our Board has twelve members, including four female directors, four racially or ethnically diverse directors, and two Board leadership positions that are held by women. The demographic information presented below is based on voluntary self-identification by each current director.

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Executive Compensation Highlights

The Company’s executive compensation program has consistently adhered to fundamental principles that guide its decision making while navigating changing external circumstances such as the COVID-19 pandemic. The Compensation Committee also prioritizes feedback from stockholders, and following the 2022 say-on-pay proposal outcome, members of the Compensation Committee spoke with stockholders, who expressed a spectrum of opinions described in more detail in 2022 Say-on-Pay Advisory Vote and Stockholder Engagement. The Compensation Committee concluded that the optimal way to respond was to balance concerns raised with regard to performance targets set in 2022 through the exercise of negative discretion for the NEOs’ 2022 annual bonuses, while designing the 2023 program to return to a focus on three-year long-term incentive awards with absolute and relative stockholder value-aligned metrics. We invite you to read A Letter from the Compensation Committee to our Stockholders on page 42 for more information.

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.		Enter into new arrangements with executive officers that would pay cash severance in excess of 2.99x salary and target bonus, without stockholder ratification.
	Conduct an annual risk assessment of our executive compensation program.
	Conduct a robust stockholder engagement process.
	Conduct formal executive succession planning.

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Annual Meeting Information Summary

DATE AND TIME	LOCATION	RECORD DATE
Tuesday, June 6, 2023	Virtual Meeting	April 11, 2023
11:00 a.m., local (Eastern) time	www.virtualshareholdermeeting.com/BKNG2023 For more information about attending the meeting, see How to Attend the Annual Meeting on page 107.

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.

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 twelve directors, with no vacancies, and the term of all directors expires at the Annual Meeting. Mr. Timothy Armstrong is retiring from the Board effective as of the Annual Meeting and is therefore not standing for re-election. Due to Mr. Armstrong’s retirement, the size of the Board will be reduced from twelve directors to eleven directors, effective as of the Annual Meeting.

Assuming all nominated directors are elected, following the Annual Meeting, the Board will 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 2024 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 Proposal 1, 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. Votes cast does not include abstentions or broker non-votes, and therefore, abstentions and broker non-votes will not affect the outcome of Proposal 1. 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. 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. Directors with experience in significant leadership positions over an extended period, especially chief executive officer (“CEO”) 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. It is important for our directors to understand finance, financial statements, and financial reporting processes. 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 Business. Our future success depends, in part, on our ability to continue to grow our businesses globally. The Board believes it is important that it include directors with a mix of global business perspectives representing a variety of markets.
	Human Resources. As our business continues to grow and the number, locations, and diversity of our employees increases, the Board believes that directors with human resources (including people and culture) experience are increasingly important to our success.
	Technology. The Board believes that having directors with technology oversight experience, including of internet or e-commerce businesses, is important for the Board’s ability to oversee management and provide insight regarding innovations and the evolving risk landscape in our industry.

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	Sales and Marketing. 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. 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 2023 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	Technology	Sales and Marketing	Travel
Glenn D. Fogel	■	■	■		■		■
Mirian M. Graddick-Weir			■	■
Wei Hopeman		■	■
Robert J. Mylod, Jr.	■	■	■		■		■
Charles H. Noski	■	■	■
Larry Quinlan		■	■		■
Nicholas J. Read	■	■	■
Thomas E. Rothman	■	■	■			■
Sumit Singh	■		■		■	■
Lynn Vojvodich Radakovich			■		■	■
Vanessa A. Wittman	■	■	■		■

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. 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.

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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 underrepresented groups to include in the pool from which Board nominees are chosen.

Who Can Recommend Candidates?

Our CG Committee gives 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 2024 annual meeting of stockholders or for election to our Board at our 2024 annual meeting of stockholders may do so in accordance with the procedures described in 2024 Stockholder Proposals on page 103, in accordance with our By-laws, or in accordance with our Stockholder Communications Policy (available at www.bookingholdings.com), as applicable.

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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 its and our current challenges and needs, 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 its committees, which includes:

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Nominees for Election as Directors

Set forth below is biographical information as of March 31, 2023 for each person nominated for election to the Board at the Annual Meeting.

	GLENN D. FOGEL Chief Executive Officer and President	Age 61 Director since: 2017	Skills & Expertise
	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).	Director Qualifications Mr. Fogel brings to the board significant experience running our Company as our President and Chief Executive Officer and in his previous role as Head of Worldwide Strategy and Planning. His expertise helped lead us during a long period of sustained global growth and through the COVID-19 pandemic.
		Other Current Public Directorships: • None
		Committees or Subcommittees: • None

	MIRIAN M. GRADDICK-WEIR	Age 68 Director since: 2018 Independent	Skills & Expertise
	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.	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 the human resources field.
		Other Current Public Directorships: • Yum! Brands, Inc. (since 2012)
		Committees or Subcommittees: • Compensation (Chair) • Audit

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	WEI HOPEMAN	Age 53 Director since: 2019 Independent	Skills & Expertise
	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.	Director Qualifications Ms. Hopeman brings extensive experience and expertise in global business and finance and particularly has demonstrated significant success in the fintech industry.
		Other Current Public Directorships: • None
		Committees or Subcommittees: • Corporate Governance

	ROBERT J. MYLOD, JR. Chair	Age 56 Director since: 2017 Independent	Skills & Expertise
	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 executive chair of the board of directors of Vroom, Inc., a tech-enabled automobile retailer, since May 2022. He has been a member of Vroom’s board of directors and also chair of Vroom’s audit committee and a member of its compensation committee since 2015. Since 2014, Mr. Mylod has been a member of the board of Freightos, LTD, an international freight booking and payment platform, which became a publicly listed company in January 2023. He was the chair of the Board of Redfin, a tech-enabled real estate brokerage, from 2016 to 2020 and also a member of Redfin’s audit committee from 2013 to 2018. 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, and served as a member of Dropbox’s audit committee and compensation committee. He also serves on the board of directors of several privately held companies.	Director Qualifications Mr. Mylod brings to the board significant experience and expertise as a leader in finance and global technology businesses, including ours for over 12 years, helping lead us during a long period of sustained global growth.
		Other Current Public Directorships: • Vroom, Inc. (since IPO in 2020) • Freightos, LTD (since becoming a public company in 2023)
		Committees or Subcommittees: • Compensation

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	CHARLES H. NOSKI Lead Independent Director	Age 70 Director since: 2015 Independent	Skills & Expertise
	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 worked at Deloitte & Touche LLP for 17 years from 1973 to 1990 and he was named Partner in 1983. 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 its nominating, governance and social responsibility committee. In 2022, Mr. Noski was appointed to the board of directors of MIO Partners, Inc. and serves on the governance committee and the audit and finance 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.	Director Qualifications Mr. Noski brings to the board significant experience and expertise as a leader in finance and global businesses, and has demonstrated a long and successful career at large public companies and in the accounting profession.
		Other Current Public Directorships: • Hewlett Packard Enterprise (since 2020)
		Committees or Subcommittees: • Audit • Corporate Governance (Chair)

	LARRY QUINLAN	Age 60 Director since: 2022 Independent	Skills & Expertise
	Career Highlights Mr. Quinlan served as Global Chief Information Officer for Deloitte from 2010 through 2021, responsible for all facets of technology strategy and operations and leading over 10,000 IT professionals in 175 countries, and in various other roles since he started at Deloitte in 1988. During his time at Deloitte, Mr. Quinlan oversaw major client relationships and advised company boards and CEOs on a wide range of IT, cybersecurity, and digital strategic priorities. He has over 35 years of experience as a technology leader. Mr. Quinlan currently serves on the boards of Jones Lang LaSalle, a global commercial real estate services company, and ServiceNow, a software company that develops a cloud computing platform. He also serves on the board of directors of several privately held companies and non-profit organizations.	Director Qualifications Mr. Quinlan brings to the board extensive experience and expertise in global business and technology. His technology expertise is particularly valuable in guiding our newly established Cybersecurity Subcommittee in its oversight responsibilities.
		Other Current Public Directorships: • ServiceNow (since 2021) • Jones Lang LaSalle (since 2022)
		Committees or Subcommittees: • Cybersecurity (Chair)

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	NICHOLAS J. READ	Age 58 Director since: 2018 Independent	Skills & Expertise
	Career Highlights Mr. Read served as Chief Executive Officer of Vodafone Group Plc, a multinational communications company, from October 2018 to December 2022, was a member of its board of directors from 2014 to 2022, and an advisor from December 2022 to March 2023. 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 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.	Director Qualifications Mr. Read brings to the board extensive experience and expertise as a leader in finance and global business through his career at a large public company based in Europe with significant international operations.
		Other Current Public Directorships: • None
		Committees or Subcommittees: • Audit • Cybersecurity

	THOMAS E. ROTHMAN	Age 68 Director since: 2013 Independent	Skills & Expertise
	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.	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.
		Other Current Public Directorships: • None
		Committees or Subcommittees: • Corporate Governance

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	SUMIT SINGH	Age 43 Director since: 2022 Independent	Skills & Expertise
	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.	Director Qualifications Mr. Singh brings to the board extensive leadership experience through his career at large global businesses spanning e-commerce, technology, retail, and logistics.
		Other Current Public Directorships: • Chewy, Inc. (since IPO in 2019)
		Committees or Subcommittees: • Compensation (nominated)

	LYNN VOJVODICH RADAKOVICH	Age 55 Director since: 2016 Independent	Skills & Expertise
	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, a cloud-based software company, 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 privately held 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 chair of the compensation committee and member of the 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.	Director Qualifications Ms. Vojvodich Radakovich brings to the board extensive experience and expertise in global businesses with focuses on internet marketing and sales, including from her experiences working with global technology businesses, as well as start-up, and growth-stage technology companies.
		Other Current Public Directorships: • Ford Motor Company (since 2017) • Dell Technologies (since 2019)
		Committees or Subcommittees: • Corporate Governance • Compensation

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	VANESSA A. WITTMAN	Age 55 Director since: 2019 Independent	Skills & Expertise
	Career Highlights Ms. Wittman was the Chief Financial Officer of Glossier, an online beauty product company, until May 2022 and served as an advisor to Glossier until December 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. Ms. Wittman has served as a member of the board of directors for American International Group, Inc. since 2023. Ms. Wittman serves on the board of directors of Impossible Foods Inc., a privately held sustainable foods company, and is the audit committee chair. Since 2021, Ms. Wittman has also served as a member of the board of directors of Oscar Health and as its audit committee chair. 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.	Director Qualifications Ms. Wittman brings to the board extensive global business, finance, executive, and technology experience through her roles at various global technology and retail companies.
		Other Current Public Directorships: • Oscar Health, Inc. (since IPO in 2021) • American International Group, Inc. (since 2023)
		Committees or Subcommittees: • Audit (Chair) • Cybersecurity

Retiring Director

	TIMOTHY ARMSTRONG	Age 52 Director since: 2013 Independent	Skills & Expertise
	Career Highlights Mr. Armstrong is Founder and CEO of Flowcode/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 Flowcode/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.	Director Qualifications Mr. Armstrong brings to the board extensive experience and expertise in global internet businesses, sales and marketing, and the interactive direct-to-consumer industry.
		Other Current Public Directorships: • None
		Committees or Subcommittees: • Compensation

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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 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 33.
	The CG Committee reviews and concurs annually on a CEO succession plan. See Corporate Governance Committee on page 32.
	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 68 and Non-Employee Director Stock Ownership Guidelines on page 91.
	The Board appoints a Lead Independent Director if the Chair is not independent or as the Board deems appropriate. See Leadership Structure on page 26.

Leadership Structure

The Board does not have a policy regarding the separation of the roles of CEO 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 CEO and Chair is currently in the best interests of the Company and our stockholders.

Robert J. Mylod, Jr. 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 CEO. 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 Board Chair

	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 CEO; • 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 CEO 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 CEO; 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 CEO; • from time to time as he deems necessary or appropriate, consult with the Board Chair and the CEO 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 CEO 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 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, executive officers, and employees 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 matters 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 CEO, 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 CEO, 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. Our stockholder-approved 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 annually.
	Lead Independent Director. We have a Lead Independent Director with a set of defined responsibilities. See Leadership Structure and Communications with the Board of Directors on pages 26 & 34.
	Stock Ownership Guidelines. The Board has adopted stock ownership guidelines for executive officers and non-employee directors. See Stock Ownership Guidelines on page 68 and Non-Employee Director Stock Ownership Guidelines on page 91.
We do not:
	Rights Plan. We do not have a stockholder rights plan, sometimes referred to as a “poison pill.”
	Supermajority Voting Provisions. We do not have any supermajority voting provisions in our certificate of incorporation or our By-Laws.
	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.

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. We believe that global travel bookings will generally continue to grow while shifting from traditional offline to online channels like ours. We aim to capture online growth and be the world leader in online travel and related services through a strategy of:

1

2

3

4

 

LEVERAGING TECHNOLOGY TO PROVIDE CONSUMERS WITH THE BEST EXPERIENCE

PARTNERING WITH TRAVEL SERVICE PROVIDERS AND RESTAURANTS TO OUR MUTUAL BENEFIT

OPERATING MULTIPLE BRANDS THAT COLLABORATE WITH EACH OTHER

INVESTING IN PROFITABLE AND SUSTAINABLE GROWTH

The Board oversees the formulation and implementation of our strategy. The Board and management 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 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, markets, 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 at least annually. Our internal audit function, with primary oversight by the Audit Committee, identifies and assesses the key risks facing the organization across functions and regions. The Board and committees are responsible for risk oversight and regularly review risk mitigation initiatives, while management is responsible for executing our risk management policies. Division of oversight responsibility relating to specific risks among the committees and the role of management is described below.

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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 at www.bookingholdings.com. In addition, the Audit Committee has delegated certain of its responsibilities to a newly-formed Cybersecurity Subcommittee.

Audit Committee

The Audit Committee’s responsibilities include: • overseeing and reviewing our consolidated financial statements, accounting practices, and related internal controls; • overseeing and making all decisions relating to our relationship with our 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, as well as our major financial risk exposures. 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
		Nine meetings in 2022
		Report on page 95
		“Audit Committee Financial Experts”: • Charles H. Noski • Nicholas J. Read • Vanessa A. Wittman

Cybersecurity Subcommittee of the Audit Committee

The Cybersecurity Subcommittee’s responsibilities include: • oversight of the Company’s cybersecurity program, including security policies, risk management, the results of any third-party assessments of the Company’s cybersecurity program, crisis preparedness, and recovery capabilities; • oversight of privacy and data protection risk exposures, including the steps management has taken to monitor and mitigate such exposures; • monitoring significant regulatory requirements, policy developments, best practices, and proxy advisory firm policies relating to cybersecurity, privacy, and data protection; and • reviewing the risks and benefits of major financial technology systems transformation projects and the progress of such projects.	MEMBERS
	• Larry Quinlan (Chair) • Nicholas J. Read • Vanessa A. Wittman
		Formed in March 2023 and held its first meeting in April 2023

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Compensation Committee

The Compensation Committee’s responsibilities include: • setting, or recommending to the Board for determination, the compensation of our CEO; • reviewing and approving the compensation of our other NEOs; • engaging with the Company’s stockholders regarding the compensation paid to our executives, compensation program design, and related matters, and incorporating appropriate feedback; • reviewing policies, programs, and initiatives related to human capital management, including with respect to promoting diversity, inclusion, and belonging, company 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 Compensation Risk Assessment on page 92 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 members of compensation committees. 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 has retained Semler Brossy (“Semler”) as its outside compensation consultant. 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 (retiring) • Robert J. Mylod, Jr. • Lynn Vojvodich Radakovich • Sumit Singh (nominated) Six meetings in 2022 Report on page 69

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Corporate Governance Committee

The CG Committee regularly evaluates the composition of the Board, including the skills, diversity, and experience of directors, in light of our changing business needs and challenges. The CG Committee considers qualified director candidates with certain skills, experience, or other desirable traits in connection with a vacancy on the Board. 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 CG Committee’s responsibilities include: • identifying 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 described above in Identifying Director Candidates on page 18), and selecting, or recommending to the Board, the nominees to stand for election as directors at the annual meeting of stockholders; • identifying and recommending that the Board appoint directors to fill vacancies on any Board committee (including the CG Committee); • assessing whether candidates to join the Board would be “independent” under Nasdaq’s listing rules; • establishing procedures to receive prompt notification of changes in a director’s circumstances that may affect their qualifications or independence as a director and reviewing such information and making recommendations as deemed appropriate; • regularly evaluating and, as appropriate, recommending to the Board any modifications or enhancements to the Corporate Governance Principles; • reviewing and concurring on a succession plan for the Chief Executive Officer, both in emergency situations and in the ordinary course of business; • at least annually, reviewing our Code of Conduct and Stockholder Communications Policy and their effectiveness; • periodically reviewing our policies and practices relating to sustainability, including environmental, social, and governance matters, and approving our annual sustainability report, and related matters; and • designing 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 • Lynn Vojvodich Radakovich Five meetings in 2022

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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 2023 and 2022, 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 or relationships between the Company and certain entities affiliated with directors, which the 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 or relationships:

For each transaction 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. The Board and CG Committee also considered Mr. Quinlan’s prior employment with Deloitte and concluded this prior relationship would not interfere with Mr. Quinlan’s exercising independent judgment as a director on our Board.

Certain Relationships and Related Person 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. This process is included in our Corporate Governance Principles, which is available at 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 is 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 2022. For 2022, all directors attended at least 75% of the meetings of the Board and the 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 members of the Board who were director nominees at our 2022 annual meeting of stockholders attended the 2022 meeting.

Compensation-related Corporate Governance

See Compensation Governance Matters on page 68 for our various compensation-related corporate governance policies and practices, including policies regarding compensation clawbacks, 10b5-1 plans, and hedging and pledging of securities.

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.

We encourage directors to attend corporate governance and other director workshops to further develop their expertise and 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 committees regularly invite outside experts to present to them on a variety of topics, which have included developments in corporate governance and key areas of risk management such as cybersecurity and privacy issues.

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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 addition, management has a Sustainability Steering Committee dedicated to monitoring and driving progress toward our sustainability objectives. Our sustainability strategy is anchored by three pillars: (1) operate our business sustainably and build a culture of sustainability, (2) make it easier for travelers to make sustainable travel choices, and (3) catalyze sustainable travel growth through external collaboration.

Operating our business sustainably and building a culture of sustainability

In 2022 we became the first global online travel company to launch a Climate Action Plan, which outlines our scope 1, 2, and 3 emissions reductions targets and timelines. This year, we started reporting on our progress toward meeting these goals in our annual Sustainability Report and announced an additional goal to have more than 50% of our bookings made on more sustainable offerings in 2027. In addition, to continue to build a culture of sustainability, we have launched a Climate Awareness and Education Virtual Learning Program at Booking.com that is accessible to all employees, including our leadership team.

 

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Making it easier for travelers to make sustainable travel choices

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

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 2022 Sustainability Report, as well as our Climate Action Plan, at www.bookingholdings.com/sustainability.

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Diversity, Inclusion & Belonging

Our commitment to diversity, inclusion, and belonging means honoring all experiences, valuing all voices, and leading with empathy on our journey to become a more inclusive company. We aspire for our Company to reflect the dynamic populations of our customers and the destinations we help people visit. 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 & Privacy

We believe that managing cybersecurity, privacy, and data protection and security risk is a vital part of our responsibilities to our customers, partners, and employees, and have built a comprehensive governance structure for these matters.

Oversight Structure

Cybersecurity Framework

Privacy

Continuous 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, 2023 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 NEOs in the Summary Compensation Table on page 70 of this proxy statement; and (4) all directors and executive officers as a group. The percentage of shares owned is based on 37,212,219 shares outstanding as of March 31, 2023.

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A Letter from the Compensation Committee to our Stockholders

Dear Fellow Stockholders,

We would like to thank you for your continued support of Booking Holdings. We remain committed to aligning our executive pay with our stockholders’ interests. Our compensation philosophy is to design a program linking executive compensation to long-term value creation and positive stockholder returns, primarily through long-term forfeitable equity grants tied to the Company’s financial and stock price performance. We also value the judicious use of stock-based compensation – in 2022, our stock-based compensation resulted in less than 0.7% of stockholder dilution.

Response to Say-on-Pay and Stockholder Outreach

The Compensation Committee took a proactive response following last year’s approximately 32% Say-On-Pay vote result, reaching out to stockholders who collectively owned about 50% of our outstanding shares. We received significant feedback regarding both our 2022 program and our 2023 program design.

As the Chair of this Committee, I participated in many of the meetings, as did Bob Mylod, our Board Chair. We found the conversations thought-provoking and informative. We also invited two significant actively-managed stockholders, who collectively own 5% of our outstanding shares, to speak directly with our full Board. The actions described below directly respond to the feedback from these conversations.

Compensation Actions

The Committee received feedback on ensuring alignment between stockholder expectations of Company performance and goals in the plan. The Company’s performance in 2022 was outstanding – we generated our highest-ever level of revenue and the highest net income among travel companies, and our stock price outperformed the S&P 500 – running ahead of targets in the plan, which had been set in the beginning of 2022 when the pandemic was still severely affecting travel. We considered in particular that the majority of investors would have preferred that the Committee applied negative discretion to the 2021 incentive payouts that exceeded targets, after positive discretion had been used in respect of the 2018 and 2019 performance share units (“PSUs”) affected by the COVID-19 pandemic. In response, in 2022, the Committee decided to use downward discretion for the Named Executive Officers’ (“NEOs”) bonuses. Our use of negative discretion for the NEOs’ bonuses was out of the ordinary and we do not intend to exercise discretion, particularly positive discretion, on an ongoing basis. We are committed to setting rigorous short- and long-term targets, taking into account stockholders’ expectations. In the event we do use discretion, we think it is important to lean on objective principles to guide its use in a structured way. For 2022, our framework recalibrated the NEOs' bonuses to align with more aspirational targets in line with consensus estimates for the Company’s financial performance and reduced each NEO's bonus based on achievement against those higher targets.

Our primary focus was the program design for 2023 to ensure our executive compensation is appropriately aligned with stockholder returns going forward. We considered the following feedback from our stockholders:

In 2023, we have returned to our historical practice of PSUs with 3-year targets, which consistently garnered over 90% support from stockholders prior to the pandemic-related program changes. We further aligned executive compensation with stockholder returns by including both a relative TSR modifier and an absolute TSR governor in the 2023 PSUs. Through the pandemic, we learned the value of providing some restricted stock units (“RSUs”) for stability, while keeping the majority of equity tied to performance goals. For 2023 we granted 25% of long-term incentives in RSUs and 75% in PSUs.⁽¹⁾

Recap of 2022 and Looking Ahead to 2023

The Compensation Committee believes our outreach, the reduction of the NEOs’ 2022 bonus payouts through structured negative discretion, and the design of our 2023 program based around a 3-year long-term PSU grant with TSR components demonstrate our

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responsiveness to and alignment with stockholders. We remain committed to responsible stewardship of our Company’s executive compensation programs, ensuring they attract, motivate, and retain top executives to enhance stockholder value.

The Committee is pleased with the performance of our executive officers and the Company overall over the past year. As noted above, from January 1, 2022 through April 18, 2023, Booking Holdings’ stock price has been up +12.4%, while the S&P 500 has been down -12.8% during the same period. See Company Achievements below for more on 2022 performance.

We look forward to engaging with stockholders this spring. 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, rationale, and key elements of our 2022 executive officer compensation program. Our NEOs, who were our only executive officers for purposes of Exchange Act Rule 3b-7 during 2022, were:

Executive Summary

Our response to Say-on-Pay

We were disappointed with the results of the say-on-pay proposal at the 2022 Annual Meeting and responded proactively. We reached out to stockholders that collectively owned approximately 48% of our shares and engaged 14 of our top 30 stockholders, including seven of our top ten. The Compensation Committee Chair and Board Chair joined several of these meetings to hear from and constructively engage with stockholders directly, primarily in regard to how we could better align executive compensation with stockholder expectations. See 2022 Say-on-Pay Advisory Vote and Stockholder Engagement for more information. These discussions led the Compensation Committee to:

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Company Achievements

In 2022, the Company rebounded from the COVID-19 pandemic faster than expected, with a record number of room nights booked and its highest-ever gross bookings and revenue. The Company had the highest net income among travel companies and its stock price outperformed the S&P 500. It achieved these milestones despite travel restrictions remaining in place in many parts of the world, a steep decline in bookings at the outset of the year as a result of the Omicron surge, and the ongoing impact of the Russian invasion of Ukraine, among other things.

Management focused on strengthening the Company’s position through the recovery and executing on key strategic priorities, including:

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Financial and Operating Performance

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Returning Value to Stockholders

We are committed to returning value to stockholders and to the judicious use of stock-based compensation.

We expect to complete repurchases under our $20 billion stock repurchase authorization and our prior $4 billion authorization within the next four years.

During 2022, our stock price achieved its highest closing price of $2,703 on February 16, 2022, representing a 135% increase from the low price in 2020 of $1,152 on March 23, 2020. From January 1, 2022 through April 18, 2023, Booking Holdings’ stock price has been up +12.4%, while the S&P 500 has been down -12.8% during the same period.

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2022 Executive Compensation Highlights

Early 2022 Compensation Planning
• Compensation planning for 2022 was completed while the Omicron surge was causing renewed uncertainty for the health of the travel industry and the potential for new travel restrictions that could severely inhibit our business. With this context, while taking into account learnings from the Company’s experience during COVID, the Compensation Committee’s 2022 program design:
– Returned to PSUs with three-year vesting periods (maintaining annual target-setting, due to the difficulty of setting accurate targets in the midst of the Omicron surge); – Reinforced our commitment to pay aligned with stockholder interests by implementing for the first time a total stockholder return governor that caps PSUs’ vesting factor at target if absolute stockholder return is flat or negative over the course of the measurement period (the “TSR governor”); and – Included a relative TSR modifier that impacts PSUs based on TSR performance relative to our peers.
2022 Stockholder Outreach
• In June 2022, the say-on-pay proposal did not receive majority support from stockholders. Our Compensation Committee Chair, Board Chair, and management proactively reached out to stockholders to hear their concerns and devise an appropriate response. Stockholders:
– Overwhelmingly favored a return to the Company’s pre-pandemic focus on a long-term, forfeitable PSU award, with three-year performance goals and payouts above target occurring only as a result of outstanding financial performance and stock price appreciation; – Wanted to ensure that targets for the short-term incentive program and long-term incentive program did not overlap and aligned with financial performance and stock price expectations;	– Expressed openness to the Committee choosing to exercise negative discretion, if applied in a structured, transparent manner; – Agreed with the addition of a time-based component to the long-term incentive program, which was introduced during the pandemic; and – Were enthusiastic about the continued usage of a relative TSR modifier and the addition in 2022 of the absolute TSR governor.
End of 2022 Compensation Decisions
The Company’s 2022 financial results were significantly more positive than initially expected. As a result, the annual bonus pool formula would have resulted in maximum funding for bonuses, including the NEOs’ bonuses, at 3 times target. However, since our 2022 compensation planning occurred when the ongoing impact of the pandemic on the Company’s business was uncertain, and in response to stockholders’ feedback that target setting may have been conservative relative to consensus expectations, the Compensation Committee considered that a judicious, structured use of negative discretion would be appropriate in this circumstance.
• The Compensation Committee utilized a framework recommended by the independent compensation consultant to apply downward discretion to each NEO’s 2022 annual bonus. See 2022 Short-term Incentive Plan Outcomes.

2023 Compensation Program Highlights
The Compensation Committee reflected feedback received from stockholders during the spring and fall of 2022 in the 2023 compensation program design. The 2023 program design returns certain elements long-favored by our stockholders while incorporating the Company’s learnings through the COVID-19 pandemic.
• Long-term incentive program comprised of 75% PSUs and 25% RSUs. • Return to PSUs with three year long-term targets. • Targets for short-term annual incentive plan and long-term incentive program do not overlap.	• 2023 PSUs include rTSR modifier and absolute TSR governor, ensuring executives will not receive meaningful equity upside unless stockholders benefit from stock price appreciation. • Adopt a new Termination Pay Policy limiting certain NEO cash severance. See Severance Benefits.

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2022 Say-on-Pay Advisory Vote and Stockholder Engagement

We provide our stockholders with the opportunity to cast an annual advisory vote on executive compensation (a “say-on-pay” proposal). While our stockholders have historically supported our executive compensation program with approximately 91%, 95%, and 90% support in 2021, 2020, and 2019, respectively, in 2022 the say-on-pay proposal received approximately 32% support. The Board and Compensation Committee take this outcome seriously and have been focused on responding to this feedback.

We have a year-round governance and compensation-focused stockholder engagement program aimed at facilitating open communication with our stockholders. This outreach was particularly important surrounding the say-on-pay results at the Company’s June 2022 annual meeting to ensure we understood stockholders’ concerns and to inform our response. Our Compensation Committee Chair and Board Chair, who already had significant involvement in our outreach efforts, also increased the number and scope of their direct engagements.

WHO WE REACHED OUT TO

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	WHAT WE HEARD ON COMPENSATION
	While appreciating the need to make COVID-related changes, and the increased impact of the pandemic on the Company’s business, there was a desire to move past COVID adjustments.
	Disfavored use of PSU awards with shorter than three-year vesting periods and annual targets.
	General support for an element of time-based awards as part of the overall compensation package to prevent complete forfeiture in the event of another significant macroeconomic event.
	Many stockholders preferred the incorporation of other financial metrics within the compensation program, with a particular focus on relative and stockholder return-focused metrics.
	While most stockholders understood the annual incentive and long-term incentive targets were set during a time of uncertainty, they would have preferred the Committee or Board to have used discretion to adjust compensation downward once the outperformance of the 2021 program was clear, particularly given that discretion was used to adjust awards when they would have been completely forfeited once the impact of the COVID-19 pandemic became clear in 2020-21.
	A minority of stockholders disfavored the use of any upward or downward exercise of discretion, on principle.
	Discomfort with the quantum of stock-based executive compensation in 2021 compared to prior years.
	Requests to consider the inclusion of non-financial metrics in the short-term incentive plan, for instance relating to ESG matters, and concern that there were no individual bonus caps.
	Opposition to the in-period COVID-related adjustments made to the 2018 and 2019 PSU grants.

	WHAT WE ARE DOING TO RESPOND
	In 2023, our long-term incentive program has returned to three-year PSUs with three-year targets, the foundation of a program that consistently received over 90% support from our stockholders.
	We addressed the overperformance of the 2022 annual incentive plan relative to the targets set at the beginning of 2022 with the structured exercise of downward discretion applied to our NEOs’ 2022 annual bonuses. Our use of negative discretion for the NEOs’ bonuses was out of the ordinary and we do not intend to exercise discretion on an ongoing basis.
	We balanced concerns from a minority of stockholders regarding the use of discretion by engaging with stockholders prior to making a determination regarding discretion and using a structured framework to guide its use.
	Continued inclusion of an rTSR modifier that can adjust the PSU vesting factors upward or downward by 25% depending on the Company’s TSR performance relative to peers.
	PSUs also include a TSR governor that caps the vesting factor at target unless the absolute TSR of the Company is positive, to ensure that executives do not receive meaningful payouts unless we deliver positive stock price growth over the long term to stockholders.
	The compensation program incorporates learnings from COVID by maintaining a time-based element with equity awards generally consisting of 25% RSUs and 75% PSUs.
	Incentivize top- and bottom-line growth with EBITDA and Revenue metrics along with relative metrics to align executive officer compensation with stockholder value creation.
	The Committee considers individual contributions to the execution of business priorities and other non-financial goals as part of determining payouts under the short-term incentive plan.
	In addition to the judicious use of discretion to reduce all NEOs’ 2022 annual bonuses, the Committee believes that the 2023 program design, focused on three-year PSUs with an absolute TSR governor and relative TSR modifier, ensures that executives’ compensation will be aligned with positive stockholder returns.
	The Committee believed the use of structured negative discretion to limit all NEOs’ bonuses to 2 times target responded to the concerns raised by investors.
	The Committee seeks guidance from our independent compensation consultant and reviews benchmarks against peers to determine executive pay. The quantum of NEOs’ pay (including equity grants) is consistently set within a competitive range around the median of our Compensation Peer Group, excepting pandemic-affected periods.

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Philosophy and Objectives

The Company’s executive compensation program has consistently adhered to fundamental principles that guide the Compensation Committee’s decision making while navigating external circumstances such as the COVID-19 pandemic. The Committee leverages learnings from these types of events and prioritizes feedback from stockholders to improve the compensation program while following the Company’s longstanding compensation principles, including:

Compensation Best Practices

The Compensation Committee continually reviews our executive officer compensation program, solicits feedback from stockholders, 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. Our key compensation practices include:

	WE DO:
	Tie pay to performance.
	Cap the bonus pool from which senior executives’ individual cash bonuses are paid.
	Use “double triggers” in our severance agreements and equity awards.
	Have meaningful stock ownership guidelines.
	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.
	Limit PSU payouts at target if TSR is negative over the PSU measurement period.

	WE DO NOT:
	Provide change in control severance tax gross-ups.
	Permit stock option repricing without stockholder approval.
	Provide significant executive-only perquisites.
	Permit hedging or pledging of our stock by our directors and executive officers.
	Enter into new arrangements with executive officers that would pay cash severance in excess of 2.99 times salary and target bonus, without stockholder ratification.

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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.

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How We Measure Performance

We measure performance based on four financial metrics:

2022 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. 

Following the 2022 say-on-pay proposal outcome, members of the Compensation Committee spoke with stockholders to understand their views, which represented a spectrum of opinions described in more detail in 2022 Say-on-Pay Advisory Vote and Stockholder Engagement. Overall, the Committee concluded that the optimal way to respond was to balance concerns raised in relation to performance targets set in 2022 through the exercise of negative discretion with respect to the NEOs’ 2022 annual bonuses, and returning to the core three-year long-term incentive awards based on Compensation EBITDA and Revenue with the addition of absolute and relative stockholder value-aligned metrics and time-based equity awards.

Certain of the program changes reflecting the stockholder outreach efforts are reflected only on a go-forward basis in the 2023 compensation program because of the timing of the feedback in relation to the 2022 compensation planning cycle. At the outset of 2022, the Compensation Committee was not in a position to set long-term targets with an appropriate level of precision due to the uncertainty in the travel industry resulting from the renewed travel restrictions and cancellations amid the Omicron variant surge. As the travel industry recovered during the year and the Compensation Committee absorbed the results of the 2022 say-on-pay proposal and subsequent stockholder engagement, it decided to exercise structured negative discretion for the 2022 NEO bonus awards while instituting other changes in the 2023 compensation program design. At the same time, the Compensation Committee’s 2022 pay decisions reflect the recognition of extraordinary leadership that contributed in large part to the Company’s record-breaking 2022 financial results and strong stock price performance.

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How We Make Compensation Decisions

2022 Base Salaries

In 2022, the Compensation Committee did not make changes to Mr. Fogel’s base salary, while increasing the base salaries of Messrs. Goulden, Millones, and Pisano. There were no salary increases in 2021 (with the exception of Mr. Pisano’s increase associated with his promotion) and all three of the named executive officers during 2020 voluntarily declined or reduced their salaries in 2020.

Short-term Incentive Program

The fundamental principle driving the funding of our 2022 senior management short-term incentive plan 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 short-term incentive plan pool applicable to our executive officers is funded based on our Compensation EBITDA and Revenue, which were used on an equally weighted basis to measure performance in connection with the 2022 senior management short-term incentive plan.

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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.

2022 Short-term Incentive Plan Outcomes

Compensation EBITDA and Revenue targets for the short-term incentive plan were set in the beginning of 2022 during the surge of the Omicron variant and associated travel restrictions and cancellations, resulting in an uncertain outlook for travel recovery at the time. Ultimately, the Company’s 2022 Compensation EBITDA and Revenue performance meaningfully exceeded expectations set at the beginning of 2022, which resulted in the bonus pool being funded at the 3 times target cap set by the Compensation Committee.

The Compensation Committee incorporated feedback from the 2022 stockholder outreach efforts suggesting that stockholders were generally in favor of the use of structured discretion to align bonus payouts with consensus expectations. The majority of investors would have preferred that the Compensation Committee applied negative discretion to the 2021 incentive payouts that exceeded targets, after positive discretion had been used in respect of the 2018 and 2019 PSUs affected by the COVID-19 pandemic. Based on this feedback and the inability to accurately predict the extent and speed of the travel recovery during the goal setting process at the outset of 2022, the Compensation Committee applied negative discretion to align the NEOs’ annual incentive targets with consensus values. The Compensation Committee’s use of negative discretion for the NEOs’ bonuses was out of the ordinary and they do not intend to exercise discretion, particularly positive discretion, on an ongoing basis. The Compensation Committee, in consultation with the independent compensation consultant, applied a framework for the use of discretion that referenced February 2022 investor consensus EBITDA less capital expenditures and revenue targets as a proxy for the short-term incentive plan targets. With these targets, the Company’s Revenue performed 11% above the maximum target and Compensation EBITDA performed 1% below target, resulting in a 2 times target payout for the NEOs (rather than the 3 times payout implied by the original performance targets). Therefore, in consideration of the balanced use of discretion, while taking into account the Company’s outstanding financial results, the Compensation Committee awarded the NEOs a bonus payout at 2 times target, which in the case of Mr. Fogel represented $1,875,000 less than the amount implied by the original performance targets.

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 and other non-financial goals and priorities described further in 2022 Named Executive Officer Performance.

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2022 Named Executive Officer Performance

Mr. Fogel

The Board and the Compensation Committee assessed Mr. Fogel’s performance during 2022 and considered:

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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 Company and Mr. Goulden previously announced that Mr. Goulden intends to transition into retirement in 2024. Mr. Goulden expects to maintain his Chief Financial Officer position while the Company plans for a successor to take on the Chief Financial Officer role in 2024. Once a successor is named, we expect Mr. Goulden will serve in a different capacity that could include advising or consulting with the Company.

The Compensation Committee and Mr. Fogel considered the following highlights of Mr. Goulden’s 2022 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’ 2022 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 2022 performance:

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Long-term Incentive Program

In shaping the long-term incentive program, the Compensation Committee focused on incentivizing the NEOs to deliver long-term results for the Company aligned with long-term value creation for stockholders and to execute on key strategic priorities. Accordingly, the Compensation Committee structured the long-term incentive program as follows:

Award Type(1)		Details
		2022 PSUs: vest in three years with annual goal setting   2023 PSUs: vest in three years with three-year goals set   rTSR modifier:+/- 25% depending on TSR performance relative to peers and subject to the TSR governor and a max 2x cap   TSR governor: caps PSU vesting factor at target unless absolute TSR is positive over the course of the three-year award
		Three-year time-based award: aligned with stock price

PSU vesting and goal setting

The Compensation Committee heard from stockholders during the 2022 outreach that they favored a return to the Company’s longstanding practice of PSU awards with three-year vesting periods tied to long-term performance targets. As a result of this feedback and the Company’s ability to more accurately set longer term goals as the travel industry moves away from the uncertainty of the COVID-19 pandemic, in 2023 the Compensation Committee reverted to its pre-pandemic practice of basing the executive compensation program on PSUs with three-year targets and vesting periods. 

In early 2022, at a time when the Omicron variant was severely affecting the travel industry, with renewed travel restrictions and border closures, and prior to the 2022 say-on-pay vote outcome, the Compensation Committee structured PSUs with three-year vesting periods and one-year targets (each one-year target period, a “sub-period”). The Company was not in a position to set meaningful performance goals beyond one year with appropriate precision, which could have resulted in significant misalignment of incentive targets and executive performance. However, the PSUs were also structured with the rTSR modifier, which is a three-year metric, along with the TSR governor that caps the PSUs at target if absolute TSR is not positive over the three-year period.

The Compensation Committee awarded Mr. Goulden PSUs with alternate vesting schedules described below.

Relative TSR Modifier

Through its stockholder engagement efforts, 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 2022 and 2023 PSUs each include an rTSR modifier. At the end of the three-year measurement period, the PSUs are 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, subject to the absolute TSR governor and capped at a maximum of 2 times target.

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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 more relevant for benchmarking pay.

TSR Governor

The Compensation Committee is committed to aligning executive incentive compensation with stockholder returns and value creation. This is the primary driver behind the adoption of the TSR governor, which operates to cap the PSU vesting factor at target unless absolute TSR is positive over the three-year time period of the PSU award. As a result, executive officers realize upside only if stockholders realize positive returns.

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 vest only if financial performance targets are achieved, all of our executives’ long-term incentive awards were at risk and would have been completely forfeited as a result of the COVID-19 pandemic. To avoid a recurrence of that outcome, and taking into account feedback during our recent stockholder engagements, the Compensation Committee optimized the long-term incentive program to include a mix of approximately 75% PSUs and 25% RSUs. The Committee believes the addition of RSUs provides an appropriate base level of long-term pay and stability in the program design, with significant retention value tied to stock price and continuous service, and stockholders have expressed to us their continued support for this component.

2022 Performance Share Units (PSUs)

The equally-weighted Revenue and Compensation EBITDA goals for the second sub-period of the 2021 PSUs and first sub-period of the 2022 PSUs are as follows:

BOOKING HOLDINGS INC.  |  2023 PROXY STATEMENT    60

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The actual results of the Company’s 2022 Compensation EBITDA and Revenue performance meaningfully exceeded the maximum goals set at the beginning of 2022 ($15.4 billion for Revenue and $3.4 billion for Compensation EBITDA). The Company’s outstanding performance in 2022 resulted in achieving two times target for the first sub-period of the 2022 PSUs and the second sub-period of the 2021 PSUs. The two-year PSUs awarded in 2021 also achieved two times target payout. The overall payout for the 2022 PSUs and the three-year 2021 PSUs remains subject to Company performance in subsequent sub-periods and the application of the rTSR Modifier, and in the case of 2022 PSUs, the TSR governor. Annual goals for subsequent measurement periods are set at the beginning of each performance year.

Regardless of Revenue or Compensation EBITDA achievement, for the 2022 and 2023 PSUs, if the Company’s absolute TSR is not positive, the number of shares that will be issued to executive officers will not exceed target. 

Mr. Goulden’s PSU Award

In 2022, during a critical period for the Company, the Compensation Committee structured Mr. Goulden’s annual PSU award to incentivize his retention. Mr. Goulden’s annual PSU incentive was comprised of a three-year PSU award and a PSU award with a two-year vesting period (the “Retention PSU”) with a combined value aligned with his regular-course long-term incentive award. At the end of the two-year vesting period of the Retention PSU, the Compensation EBITDA and Revenue are measured against the same targets used for the 2022 and 2023 sub-periods of PSUs awarded to other NEOs, with the resulting number of PSUs potentially modified by the rTSR modifier (+ or - 25%) or capped by the TSR governor (potentially capping payout at target). Additional features of the Retention PSU include:

Restricted Stock Units (RSUs)

The NEOs (other than Mr. Pisano) received the following RSU awards in 2022:

These awards constitute 25% of the long-term incentive grants to the NEOs (other than Mr. Pisano) 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.

Stock Options

We did not grant any stock options to our NEOs in 2022.

BOOKING HOLDINGS INC.  |  2023 PROXY STATEMENT    61

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Stockholder Dilution

We strongly believe in the responsible use of stock-based compensation. To be sure we are being judicious with stock-based compensation, the Compensation Committee reviews the dilutive impacts of planned equity awards every year and unlike many other companies, we include the negative impact of stock-based compensation expense in the profit metrics we highlight in our quarterly earnings reports.

 

(1)

SBC expense as a percentage of Pre-SBC EBITDA for each respective year. If a Compensation Peer Group company’s annual EBITDA (see also footnote 3, below) is negative, its results are excluded for that year.

(2)

For this chart, the Company’s publicly reported Adjusted EBITDA is further adjusted to add back stock-based compensation expense to present pre-SBC Adjusted EBITDA consistently with how it is calculated for the Compensation Peer Group. See Appendix A to this proxy statement for a reconciliation of non-GAAP financial measures and rationale for use of non-GAAP financial measures.

(3)

Data is derived from publicly reported information of Compensation Peer Group companies. The Company’s use and calculation of Adjusted EBITDA and Pre-SBC Adjusted EBITDA may differ from the other companies’ use and calculation of such non-GAAP financial measures. For companies that do not publicly report EBITDA, reported operating income excluding depreciation & amortization expense and stock-based compensation expense is used.

BOOKING HOLDINGS INC.  |  2023 PROXY STATEMENT    62

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Data is derived from publicly reported information of Compensation Peer Group companies. ADBE, EA, and MSFT do not have December 31 fiscal year ends, so their full year data is shown as of their latest completed fiscal year (e.g., MSFT’s 2022 data is for the twelve months ended June 30, 2022).

BOOKING HOLDINGS INC.  |  2023 PROXY STATEMENT    63

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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 83 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 market 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 75 for additional details.

BOOKING HOLDINGS INC.  |  2023 PROXY STATEMENT    64

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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, financial services, or country club memberships.

In connection with Mr. Fogel taking on the role of CEO of Booking.com in the Netherlands in 2019 in addition to his role as Chief Executive Officer of the Company, the Company agreed to provide certain benefits to Mr. Fogel to ensure that Mr. Fogel does not incur additional expenses or tax liability as a result of serving as CEO of Booking.com. These benefits include tax equalization for any Dutch taxes owed as a result of performing his role in the Netherlands and payment of costs for the preparation of his Dutch and U.S. tax returns.

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 role in the United States and payment of costs for the preparation of his Dutch and U.S. tax returns.

BOOKING HOLDINGS INC.  |  2023 PROXY STATEMENT    65

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BOOKING HOLDINGS INC.  |  2023 PROXY STATEMENT    66

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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 2022 peer group would consist of the seventeen companies listed below (the “Compensation Peer Group”).

The Compensation Committee reviewed revenue of the peer companies from the last twelve months as of June 2022. Based on this data, our revenues ranked at approximately the 42^nd 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.

BOOKING HOLDINGS INC.  |  2023 PROXY STATEMENT    67

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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, 2023, each NEO was in compliance with the guidelines.