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.

TABLE OF CONTENTS

2024 PROXY STATEMENT | BOOKING HOLDINGS INC.     1

APRIL 23, 2024   Dear Stockholders,

As I write these words in April 2024, I have never been more energized about the future of travel and the potential for our company, while recognizing that we operate in one of the most competitive industries in the world marked by rapid technological acceleration and regulatory changes, both of which bring new challenges and opportunities. 

Our company’s mission is: To Make It Easier For Everyone to Experience The World. From our very beginning, we believed that we could use technology to dramatically improve the way people discovered, searched, booked and experienced travel. Now, more than 25 years later, we are one of the world’s largest travel companies and achieved a major milestone in 2023: we booked more than one billion room nights through our platforms.

We are a global company doing business in more than 220 countries and territories with more than 23,000 employees around the world. Last year, through our Booking.com, Priceline, Agoda and KAYAK brands we enabled our travel customers to execute billions of searches across our websites and apps, provided access to properties with over 29 million individual listings, facilitated 36 million flight tickets and 74 million rental car days booked on our platforms, and helped to seat more than 1.5 billion diners through OpenTable. 

In 2023, we achieved record-setting financial results, with more than $21 billion in revenue, which was up 25% compared to the year prior, more than $4 billion in net income, which was up 40% from the prior year, more than $7 billion in adjusted EBITDA, which was up 34% compared to the prior year, and generated $7 billion in net cash provided by operating activities and free cash flow. With this solid financial performance and our strong balance sheet, we were able to return over $10 billion to shareholders over the course of the year through stock repurchases, and we recently paid our first cash dividend. (See Appendix A for a reconciliation of non-GAAP financial measures to GAAP financial measures.) 

Not all of 2023 was perfect though. At Booking.com, we had a back-end systems upgrade that resulted in delayed payments to some of our supplier partners. Separately, some of our accommodation supplier partners experienced cyber breaches that resulted in losses for some of our traveler customers; while our systems were never breached, we know our traveler customers depend on us and we are spending more time and resources to help our supplier partners improve their security. Additionally, we faced new challenges as novel regulations have required time, energy, and investments plus educational outreach to our customers and partners. 

Also, we were disappointed that the EU Commission blocked our acquisition of Etraveli, a European-based online distributor of flight tickets we have been working with for many years to build the Booking.com flight vertical. We are appealing to the EU courts as we believe the Commission’s decision was incorrect in both its interpretation of competition law and its understanding of the factual competitive situation. Consumers benefit from more competition and the acquisition would have enabled us to more rapidly improve flight services for all customers. While the appeal process proceeds, we continue to work closely with Etraveli and are pleased we extended our contractual agreement with them.

Two Universal Truths 

Booking is a company that has continued to innovate and has been a travel technology leader from our early deployment of mobile apps, to sophisticated machine learning analysis, to some of the first uses of Generative AI. Our mission is to make it easier for everyone to experience the world because we believe this is a world worth experiencing. We know travel expands horizons and brings cultures closer together. There has never been a greater opportunity for us, sitting at the intersection of travel and technology, to shape the future of travel and positively impact people’s lives.

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The world, technologies, societies, cultures, and consumer behaviors will continue to change, but there are two things we know will remain true. First, there will always be an intrinsic human desire to travel, and second, technology will continue to advance and improve travel distribution.

Throughout history, humans have wanted to explore and connect with others. While events like war, global recessions, pandemics and natural disasters can temporarily disrupt travel, time and time again we see the human desire to explore the world reemerge. 

Technology hastens the pace of innovation. While advancements in mobile technology, global connectivity and infrastructure, AI, digital payments and banking, search algorithms, translation technologies and more have gotten us to where we are today, there is so much more that technology can and will do to make every aspect of planning and booking travel easier.

Accelerate Value on Both Sides of the Marketplace

Our brands sit at the center of the travel ecosystem - connecting travelers to the providers of travel services, all of whom are our customers. We must continuously innovate to create incremental value for both sides of this travel marketplace.  

For our travelers, we provide a vast array of travel options and we will continue to expand the breadth of products and services we offer across multiple verticals. This includes increasing the supply of homes and other alternative accommodations, adding more global airlines and flight destination and origination points, adding new ground transportation and attractions options, and offering new services like cancel-for-any-reason travel insurance. We will also continue investing in Genius, our loyalty program, to make sure we can surface great deals for travelers across our brands, across the world, and bring even more customers to our supply partners. 

We will continue to invest in what we call our Connected Trip vision, which centers on removing the frustration so many people experience in planning, booking and experiencing their travel because we know that a seamless travel experience is a good experience. We want it to be easy to plan and book all the elements of a trip – the flights, the accommodations, the ground transportation and the things to do – in a unified way based on customer preferences, and deliver even more value throughout. Our vision means that in the future our systems could have capabilities such that if there is a problem like a flight delay, we could automatically adjust your airport taxi’s pickup time, reset your dinner reservation, and/or modify your hotel reservation so it is not canceled because you did not check in by the originally booked time. And when you are at your destination, we want there to be an easy way for our attractions partners to provide you with personalized offers that give you more value while enabling our supplier partners to obtain incremental demand in a low-cost way. These are just a few examples of what we believe the Connected Trip may be able to do sometime in the future.  

Technology can do so much more than it does today to create meaningfully better travel experiences. To build this requires a deep understanding of travel technology, an ability to synthesize information, match and analyze data sets, as well as an implicit and explicit understanding of traveler preferences to create richer, contextually relevant and personalized offers. 

We believe these investments will not only positively impact our travelers, but also benefit our supplier partners. By deploying our capabilities, our deep understanding of data science, our global reach, and our investments in AI, we believe we will create many more ways for our partners to generate even more business. Ultimately, the success of our business model relies just as much on remaining a trusted and value-driving partner to our supplier customers as it does to our traveler customers. 

Relentless Innovation 

Our organization is characterized by innovation and we know we cannot rest on what we have achieved to date. Our thousands of talented developers, engineers and data scientists celebrate self-disruption and thrive on a culture of constant experimentation.  

While the travel industry as a whole is only beginning to scratch the surface of opportunities that Generative AI will unearth, we already have more than a decade of experience deploying AI technology across our platforms – from personalization to machine translations, content analysis and optimization, fraud detection, and more. We have always envisioned AI technology playing a central role in delivering an easier and more personalized experience. With Generative AI we will build on our rich history of experience and leverage our proprietary data in order to continue to do what we have done throughout our history – bring the newest technologies to the forefront of the travel booking experience.

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In 2023, we launched a number of Generative AI initiatives across our brands. By letting each brand experiment, build and analyze this opportunity themselves, we continue to drive diversified learnings across our company. KAYAK and OpenTable have been some of the first adopters on many fronts, testing Generative AI plug-ins last year, and KAYAK recently released technology allowing users to search for better prices using screenshots in the KAYAK PriceCheck tool. Booking.com’s AI Trip Planner helps people discover, plan and book their travel using an interactive GenAI chatbot. At Priceline, we recently made several major enhancements to Penny, Priceline’s AI travel assistant, following six months of real-world interaction with users. It is still early days, but we will continue to test and learn quickly. 

Our payments and fintech operations will be another area of continued focus in 2024. Managing currency conversion, regulation and compliance, different payment infrastructures, bank and payment provider relationships, fraud and risk detection and a lack of global standards can be very challenging for our supplier partners. That’s why we’re investing in the technology and infrastructure needed to support both travelers and supplier partners to further remove friction from the travel booking experience. In 2023, Booking.com processed about half of its gross bookings through its payments platform. 

The mobile app will also remain a focal point of our strategy as more and more travelers are digital natives and expect smartphones to power all of their travel needs. With almost half of our bookings coming through our mobile apps, we will continue investments to optimize this experience. 

Closing out 2023 and looking forward, I again express my optimism for the future of travel and for our company. 

We are a leader in our space. We sit on the cusp of opportunity. These facts remind us daily that we need to move quickly. Think harder. Innovate faster. We will do this, but never by compromising our values or our integrity. I want to thank all of our employees for living our values everyday, and for working relentlessly for our traveler and supply partner customers. 

I also want to thank our Board of Directors who remain committed to our mission, vision and long-term outlook for success.

On behalf of our entire organization, I reiterate our commitment to being an industry leader, growing faster than the market, and continuing to deliver market-leading returns. 

Sincerely,

Glenn D. Fogel
President and Chief Executive Officer
April 23, 2024

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APRIL 23, 2024

Dear Stockholder,

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Booking Holdings Inc. to be held at 11:00 a.m. Eastern Time on Tuesday, June 4, 2024.

The Annual Meeting will be held in a virtual format. You may attend the virtual Annual Meeting by visiting the website www.virtualshareholdermeeting.com/BKNG2024. 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 4.

Sincerely,

Robert J. Mylod, Jr.
Chair of the Board
April 23, 2024

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors of Booking Holdings Inc. is soliciting your proxy for the 2024 Annual Meeting of Stockholders.

ITEMS OF BUSINESS AND BOARD RECOMMENDATIONS:

As well as other business as may properly come before the meeting or any adjournment or postponement of the meeting. 

Even if you have given your proxy, you may still vote on the virtual meeting platform if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name to obtain a 16-digit control number.

AT THE MEETING

ONLINE

TELEPHONE

MAIL

To attend the Annual Meeting, visit www. virtualshareholdermeeting.com/BKNG2024. 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.

You may vote online at www.proxyvote.com or by scanning the QR code on your proxy card.

You may vote by calling 1-800-690-6903, a toll-free telephone number.

Complete, date, and sign the enclosed proxy card and return it in the enclosed postage prepaid envelope (if mailed in the United States).

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PROXY SUMMARY

This summary highlights our mission, selected business results, corporate governance, and executive compensation information. For more information about these topics, please review the full proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023. 

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 five primary consumer-facing brands:

Accommodations

Ground Transportation

Flights

Activities

Restaurants

Meta Search

Booking.com

Priceline

agoda

KAYAK

OpenTable

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Our 2023 Performance

In 2023, we reached a significant milestone with an all-time high of over 1 billion room nights booked on our platforms, and we set new records in gross bookings, revenues, and Adjusted EBITDA. We had the highest operating income among travel companies. In addition, we prioritized returning capital to stockholders by repurchasing approximately $10.2B in shares, representing 140% of cash generated by operating activities in 2023. We are proud that, despite challenges to our global community such as the wars in Ukraine and the Middle East and the impact of inflation, we continued our efforts to make our brands the most trusted and convenient platforms for consumers and partners.

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
		Stock ownership guidelines for directors and executive officers			Longstanding prohibition on hedging or pledging of stock by directors and executive officers
		11 of 12 directors are independent			Stockholder-approved proxy access
		Annual director elections (i.e., no classified board)			Majority voting in director elections
		Annual board and committee self-evaluation			No supermajority voting provisions
		Stockholders can act by written consent in lieu of a meeting			No poison pill/rights plan

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Our Board

Current Directors	Age (as of 3-31-24)	Director Since	Independent	Committee and Subcommittee Memberships				Other Public Directorships
				Audit	Corporate Governance	Talent and Compensation	Cybersecurity
Glenn D. Fogel	62	2017						0
Mirian M. Graddick-Weir	69	2018		M		C		1
Kelly Grier	54	2023		M				2
Wei Hopeman	54	2019			M			0
Robert J. Mylod, Jr. (Chair)	57	2017				M		1
Charles H. Noski (Lead Independent Director)	71	2015		M	C			1
Larry Quinlan	61	2022					C	2
Nicholas J. Read	59	2018		M			M	0
Thomas E. Rothman	69	2013			M			0
Sumit Singh	44	2022				M		1
Lynn Vojvodich Radakovich	56	2016			M	M		2
Vanessa A. Wittman	56	2019		C			M	2
Number of Meetings in 2023				9	5	6	3
M Member    C Chair

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 twelve nominees are elected at the Annual Meeting.

FINANCIAL EXPERTS		TENURE		AGE

DIRECTOR QUALIFICATIONS
	8	Leadership		9	Finance		12	Global Business
	1	Human Resources		7	Technology		3	Sales and Marketing
	2	Travel

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Our Board is committed to a refreshment process to ensure continued representation of a diversity of viewpoints, backgrounds, experience, knowledge, and perspectives. As of March 31, 2024, our Board has twelve members, including five women 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 director.

Board Diversity Matrix (as of March 31, 2024)
Total Number of Directors		12
	Female	Male	Did Not Disclose
Part I: Gender Identity
Directors	5	6	1
Part II: Demographic Background
Asian	1	1	0
Black or African American	1	1	0
White	3	4	0
Did Not Disclose	0	0	1

Executive Compensation Highlights

The Talent & Compensation Committee (the “T&C Committee”) relies upon certain fundamental principles in designing the executive compensation program including an emphasis on performance-based pay, aligning executive interests with those of stockholders, and attracting and retaining key talent. In addition, the T&C Committee engages with stockholders and seeks to reflect their feedback in the executive compensation program. The Company received strong stockholder support for say-on-pay in 2023, which we believe reflected the long-term performance and stockholder value-aligned changes implemented after extensive stockholder outreach following the 2022 Say-on-Pay vote outcome. Such changes include a return to performance share units (“PSUs”) with three-year targets and the inclusion of an absolute total stockholder return (“TSR”) governor on top of the relative total stockholder return (“rTSR”) modifier included in 2022 for the long-term incentive program. For 2024, the T&C Committee has incorporated further changes representative of the Company’s compensation philosophy including changes to the equity pay mix and cash compensation mix, and individual bonus caps for executive officers. We invite you to read A Letter from the Talent and Compensation Committee to our Stockholders on page  46 for more information.

2023 COMPENSATION MIX⁽¹⁾

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		WE DO:			WE DO NOT:
		Tie pay to performance.			Pay dividend equivalents unless the vesting and performance conditions for the underlying equity award are met.
		Cap the bonus pool from which senior executives’ individual cash bonuses are paid.			Permit stock option repricing without stockholder approval.
		Cap individual bonus at two times target for executive officers beginning with the 2024 annual bonus plan.			Provide significant executive-only perquisites.
		Limit PSU payouts at target if TSR is not positive over the PSU measurement period.			Permit hedging or pledging of our stock by our directors and executive officers.
		Use “double triggers” in our severance agreements and equity awards.			Provide change in control severance tax gross-ups.
		Have both an incentive-based compensation clawback policy and a Financial Restatement Recovery Policy aligned with the SEC requirements.			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.
		Conduct an annual risk assessment of our executive compensation program.
		Conduct a robust stockholder engagement process.
		Conduct formal executive succession planning.
		Have meaningful stock ownership guidelines.

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Proposal 1 Election of Directors
	The Board of Directors recommends a vote FOR each of the Board’s nominees.

The Board consists of twelve directors, with no vacancies, and the term of all directors expires at the Annual Meeting. Assuming all nominated directors are elected, following the Annual Meeting the Board will consist of twelve directors with no vacancies. If elected at the Annual Meeting, each of the twelve director nominees will hold office for a one-year term until the 2025 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 twelve nominees listed below. The proxies solicited by this proxy statement may not be voted for more than twelve nominees.

Although the Board anticipates that the twelve 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.

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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. We operate a global business and believe it is important the Board includes directors with a mix of global business perspectives representing a variety of markets.
	Human Resources. As our business continues to grow and the number and diversity of our employees increases, the Board believes that directors with human resources (including people and culture) experience are 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.
	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 helps it evaluate our strategy and oversee management.

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The following 2024 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			■	■
Kelly Grier	■	■	■
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 5.6 years as of the Annual Meeting.

Nomination and Election Process

Identifying Director Candidates

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

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The CG Committee believes that each nominee should be evaluated based on their individual merits, taking into account the Company’s needs and the overall composition of the Board. The CG Committee’s policy is to consider diversity of viewpoints, background, experience, knowledge, and perspectives as factors in nominating persons for election or appointment to the Board.

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 2025 annual meeting of stockholders or for election to our Board at our 2025 annual meeting of stockholders may do so in accordance with the procedures described in 2025 Stockholder Proposals on page 110, 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 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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Management

Set forth below is biographical information as of March 31, 2024 for our executive officers, other than Glenn D. Fogel, our Chief Executive Officer, President, and a director nominee, whose biographical information is included under Nominees for Election as Directors. Also set forth below is biographical information of Mr. David Goulden, our Chief Financial Officer from 2018 to March 2024.

	PETER J. MILLONES

	PAULO PISANO

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	EWOUT STEENBERGEN

Retired Executive Officer

	DAVID GOULDEN

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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 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 37.
	The CG Committee reviews and concurs annually on a CEO succession plan. See Corporate Governance Committee on page 35.
	The Board and each committee can hire its own outside advisors.
	The independent directors have at least two regularly scheduled executive sessions without management present each year.
	The T&C 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 71 and Non-Employee Director Stock Ownership Guidelines on page 96.
	The Board appoints a Lead Independent Director if the Chair is not independent or as the Board deems appropriate. See Leadership Structure on page 30.

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Leadership Structure

The Board does not have a policy regarding the separation of the roles of CEO and Chair of the Board because 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

Role of the Lead Independent Director

	CHARLES H. NOSKI LEAD INDEPENDENT DIRECTOR

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Other Select Policies and Practices

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Our Board’s Role in Company Strategy

The Board is elected by and accountable to 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:

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.

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, facilitates the identification and assessment of 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 Talent and 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 the Cybersecurity Subcommittee.

 

Audit Committee

 

Chair: Vanessa A. Wittman   Members •  Mirian M. Graddick-Weir •  Kelly Grier •  Charles H. Noski •  Nicholas J. Read			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.
	Nine meetings in 2023
	Report on page 99
	“Audit Committee Financial Experts”:   •  Kelly Grier •  Charles H. Noski •  Nicholas J. Read •  Vanessa A. Wittman

Cybersecurity Subcommittee of the Audit Committee

 

Chair: Larry Quinlan   Members •  Nicholas J. Read •  Vanessa A. Wittman			The Cybersecurity Subcommittee’s responsibilities include:   •  oversight of the Company’s cybersecurity program, including security policies, internal security controls and 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.   The Cybersecurity Subcommittee, which was established in 2023, is composed entirely of independent directors and reports to the Audit Committee.
	Three meetings in 2023

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Corporate Governance Committee

 

Chair: Charles H. Noski   Members •  Wei Hopeman •  Thomas E. Rothman •  Lynn Vojvodich Radakovich			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 16, 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 certain regulatory compliance and sustainability matters, and approving our annual sustainability report; 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 twelve director nominees standing for election at the Annual Meeting.
	Five meetings in 2023

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Talent and Compensation Committee

 

Chair: Mirian M. Graddick-Weir   Members •  Robert J. Mylod, Jr. •  Sumit Singh •  Lynn Vojvodich Radakovich			This committee changed its name to the Talent and Compensation Committee in 2023 to reflect its evolving oversight responsibilities. The T&C 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, equity, and inclusion, 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 97 for additional details.   The Board has determined that each member of the T&C Committee is an independent director based on Nasdaq’s listing rules and additional requirements for members of compensation committees. The T&C Committee has the authority to appoint and dismiss its advisors and compensation consultants and approve their compensation. These advisors report directly to the T&C Committee. The T&C Committee has retained Semler Brossy (“Semler”) as its outside compensation consultant. While Semler reports to the T&C Committee, the T&C Committee authorized Semler to communicate and work with management with respect to the compensation planning process.
	Six meetings in 2023
	Report on page 72

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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 2024 and 2023, 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 the 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:

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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:

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 seven meetings in 2023. For 2023, 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 2023 annual meeting of stockholders attended the 2023 meeting.

Compensation-related Corporate Governance

See Compensation Governance Matters on page 71 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

Our approach to sustainability is a natural extension of our mission to make it easier for everyone to experience the world. 

Sustainable Travel 

Our approach to sustainability is grounded in our mission to make it easier for everyone to experience the world, which requires the preservation of a world worth experiencing. The CG Committee is tasked with oversight of our sustainability practices and policies, including environmental, social, and governance matters and receives reports from management on these topics. 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: 

Operating our business more 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. Over the past two years, we reported on our progress toward meeting these goals in our annual Sustainability Report. In addition, to continue to build a culture of sustainability, we made our in-depth Climate Awareness and Education Virtual Learning Program available across all of our brands.

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Making it easier for travelers to make more sustainable travel choices 

Together with our travel provider partners we are on a journey to make more sustainable choices increasingly accessible for travelers.

In 2023, more than 1.4 million accommodations shared information about their sustainability-related practices and over 16,000 accommodation partners have been recognized with a third-party certification related to sustainability practices.			Consumers using Booking.com can find and book lower-impact taxis in 274 cities and filter for electric and hybrid car rentals. Priceline continues to experience a significant increase in electric vehicle rentals through expansion of its electric fleet of car rental providers. Additionally, public transportation ticketing options are now automatically available after booking accommodation via Booking.com.			In 2023, Booking.com launched a new tagging system for air travel, which indicates the availability of lower-emission routes or carriers and offers comparisons across options.

Catalyze sustainable travel growth through external collaboration 

We advocate for a more sustainable industry through thought leadership and partnerships across our brands.

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Diversity, Equity, & Inclusion 

Our commitment to diversity, equity, and inclusion means honoring all experiences, valuing all voices, and leading with empathy on our journey to become a more inclusive company. We strive for our leadership and workforce to reflect the broad spectrum of people we work with throughout the world because we believe this is the best way for us to connect with the viewpoints, backgrounds, and experiences of our customers and partners. 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

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, 2024 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 73 of this proxy statement; and (4) all directors and executive officers as a group. The percentage of shares owned is based on 34,066,419 shares outstanding as of March 31, 2024.

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45

A Letter from the Talent and Compensation Committee to our Stockholders 

Dear Fellow Stockholders,

We would like to thank you for your ongoing support of Booking Holdings. We value the perspectives of our stockholders, and we strive to structure a compensation program that aligns executive incentives with stockholder interests. Our pay philosophy emphasizes connecting executive compensation with long-term value creation for our stockholders, mainly through equity awards based on the Company’s financial results and stock price performance.

2023 Response to Say-on-Pay and Ongoing Stockholder Outreach

We received strong stockholder support of 88% for our Say-On-Pay vote in 2023 after extensive engagement with stockholders following the 2022 Say-On-Pay vote outcome and making a number of significant changes to our compensation program. Those changes included a return to our historical practice of long-term PSUs with three-year targets and the introduction of an absolute TSR governor on top of the relative TSR modifier included in 2022 for the long-term incentive plan. In addition, we made the uncommon decision to use structured negative discretion for the Named Executive Officers’ (“NEOs”) 2022 bonuses after the Company significantly outperformed the goals that were set for the 2022 bonus plan during the uncertainty of the COVID-19 pandemic. As we set our 2023 incentive goals, we considered the learnings from 2022 and set goals to stretch well beyond 2023 performance. 

2024 Compensation Actions

Following the meaningful changes that we made to our program last year, we once again engaged with our stockholders and reviewed market practices to inform our 2024 compensation program design. We found the meetings and conversations to be productive and insightful. In addition, we invited a significant actively managed stockholder, which owns over 1% of our outstanding shares to speak with our full Board. In connection with these discussions and our ongoing review of market practices, we made additional changes for 2024 to bring our executive pay mix more in line with the market. The importance of these changes was also informed by the recruitment process of our new CFO.

Our competitive studies found that peers utilize a different balance of cash and equity. To bring our pay mix closer to market practice, for 2024 the Committee approved adjustments that we believe will better position pay to attract and retain key executive talent while continuing to reinforce the importance of growth and stockholder value creation:

Finally, we continue to prioritize the judicious use of stock-based compensation. In 2023, our stock-based compensation resulted in less than 0.7% of stockholder dilution again, positioning us in the bottom quartile of our peers.

Recap of 2023 and Looking Ahead to 2024

The Company’s compensation plans have helped motivate executives to deliver record-setting performance in the last couple of years. Booking Holdings’ share price increased 76% from January 2023 through the end of 2023, while the S&P 500 increased 24% during the same period. See Company Achievements below for more on 2023 performance.

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Following our record 2023 financial performance, we continue to focus on returning value to stockholders with share repurchases of approximately $10.2B in 2023 and a quarterly dividend plan announced for 2024.

We look forward to building on our prior dialogue with stockholders in the balance of the year. Thank you again for your continued support and investment in our Company.

Mirian M. Graddick-Weir, Chair 
Robert J. Mylod, Jr. 
Sumit Singh
Lynn Vojvodich Radakovich

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the goals, rationale, and key elements of our 2023 executive officer compensation program. Our NEOs, who were our only executive officers for purposes of Exchange Act Rule 3b-7 during 2023, were:

Executive Summary

2023 was an outstanding year at Booking Holdings. The Company set records in various financial metrics and returned significant value to stockholders. In 2023 and 2024, the Talent & Compensation Committee (the “T&C Committee”) made significant updates to our compensation program following extensive engagement with our stockholders. The T&C Committee believes that these changes, which include enhanced goal rigor in the short-term and long-term incentive programs, the addition of absolute and relative total stockholder return metrics applied to the long-term incentive program, returning to three-year performance targets for PSUs, the implementation of an individual bonus cap, and revising the PSU/RSU mix, further our compensation objectives to pay executives based on performance and to align executive pay with stockholder interests. 

2023 Company Achievements

In 2023, in addition to record Company performance, management focused on continuing to return value to stockholders and executing on key strategic priorities, with accomplishments including:

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Financial and Operating Performance 

Gross bookings1		Net INCOME
room nights		ADJUSTED EBITDA*
revenues		YEAR END STOCK PRICE

* See Appendix A to this proxy statement for a reconciliation of non-GAAP financial measures and rationale for use of non-GAAP financial measures.

(1) Gross bookings is a common operating and statistical metric used in the travel industry representing the total U.S. Dollar value, generally inclusive of all taxes and fees, of all travel services purchased by consumers through our online travel reservation businesses, net of cancellations.

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Returning Value to Stockholders 

RETURN OF STOCKHOLDER VALUE
	In 2023, we repurchased $10.2 billion of our shares, reducing our year-end share count by  9% versus 2022 and by 34% versus 2013.
	In February 2024, we announced a  quarterly dividend policy.

We still expect to complete repurchases under our $20 billion stock repurchase authorization announced in February 2023 by the end of 2026, assuming no major downturn in the travel market.

Our stock price increased 76% since January 3, 2023, and closed the year at $3,547. On February 22, 2024, Booking Holdings’ stock price achieved an all time high of $3,902. From January 3, 2023 through March 28, Booking Holdings’ stock price has been up 80%, compared with the S&P 500, which has been up 37% during the same period.

Executive Compensation Highlights

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2023 Stockholder Engagement

We believe it is important to our success to have a robust dialogue with our stockholders throughout the year regarding a range of topics, including executive compensation, board governance, sustainability, human capital management, and company strategy. In 2023, our T&C Committee Chair and our Board Chair participated in several engagements and we invited one of our top stockholders to speak with the full Board.

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 the T&C Committee responded with a robust stockholder engagement campaign and, in 2023, made several changes to the compensation program. The 2023 say-on-pay result reflected positive support for these changes with 88% stockholder support.

WHO WE REACHED OUT TO 

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	WHAT WE HEARD			WHAT WE ARE DOING
	Disfavored use of PSU awards with shorter than three-year vesting periods and annual targets.			In 2023, our long-term incentive program returned to three-year PSUs with three-year 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.			The compensation program incorporates learnings from COVID by maintaining a time-based element with equity awards. In 2024, we revised the pay mix to consist of 60% PSUs and 40% RSUs.
	Concern regarding the use of discretion by the T&C Committee, including as a result of the use of negative discretion following the overperformance of the 2022 annual incentive plan relative to the targets set at the beginning of 2022.			For 2023, the T&C Committee established a goal setting framework with rigorous performance goals (including relative to consensus). The T&C Committee does not intend to exercise discretion on an ongoing basis and has relied upon a structured framework to guide its use in the past.
	Requests to consider the inclusion of non-financial metrics in the Bonus Plan, for instance relating to ESG matters, and concern that there were no individual bonus caps.
				In 2024, the T&C Committee adopted an individual bonus cap of two times target applicable to executive officers, as part of a broader change to compensation mix, which reduced target bonus opportunity and increased base salaries.
				The Committee considers individual contributions to the execution of business priorities and other non-financial goals as part of determining payouts under the Bonus Plan.

Compensation Philosophy and Objectives 

The Company’s executive compensation program has consistently adhered to fundamental principles that guide the T&C Committee’s decision making, including:

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Compensation Best Practices 

The T&C 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, which are also reflective of our compensation philosophy and objectives, include:

	WE DO:			WE DO NOT:
	Tie pay to performance.			Pay dividend equivalents unless the vesting and performance conditions for the underlying equity award are met.
	Cap the bonus pool from which senior executives’ individual cash bonuses are paid.			Permit stock option repricing without stockholder approval.
	Cap individual bonus at two times target for executive officers beginning with the 2024 annual bonus plan.			Provide significant executive-only perquisites.
	Limit PSU payouts at target if TSR is not positive over the PSU measurement period.			Permit hedging or pledging of our stock by our directors and executive officers.
	Use “double triggers” in our severance agreements and equity awards.			Provide change in control severance tax gross-ups.
	Have both an incentive-based compensation clawback policy and a Financial Restatement Recovery Policy aligned with the SEC requirements.			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.
	Conduct an annual risk assessment of our executive compensation program.
	Conduct a robust stockholder engagement process.
	Conduct formal executive succession planning.
	Have meaningful stock ownership guidelines.

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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:

How We Make Compensation Decisions 

	2022					Summer				Fall
						• Compensation planning began for 2023 compensation • Assessment of Compensation Peer Group				• Analysis of market compensation • Conducted stockholder engagement outreach • Consolidated feedback and communicated to all T&C Committee members • Review competitiveness of plan design
	2023					Winter				Summer
						• 2023 Bonus Plan and long-term incentive plan performance targets • Set Company and individual goals for 2023 • Granted three-year 2023 PSUs and RSUs				• Consolidated feedback from annual meeting voting outcomes and spring stockholder engagement for T&C Committee and Board
						Spring				Fall
						• Conducted stockholder engagement in connection with annual meeting solicitation				• Stockholder engagement outreach discussions • T&C Committee assessed compensation trends and considered potential changes to the compensation program for 2024 • Conducted search for new CFO
	2024					Winter
						• Communicated stockholder feedback to all T&C Committee members • Finalized 2023 Bonus Plan performance and payout • Adopted individual bonus cap for future bonus payments to executive officers • Revised PSU/RSU pay mix • Revised cash compensation mix to reduce target bonus opportunity and increase base salaries

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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 T&C Committee reviews annually the appropriateness of the companies that make up the existing peer group, 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 T&C 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 T&C 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 T&C Committee determined that the 2023 peer group would consist of the seventeen companies listed below (the “Compensation Peer Group”).

The T&C Committee reviewed revenue of the peer companies from the last twelve months as of June 2023. Based on this data, our revenues ranked at approximately the 56th percentile of the Compensation Peer Group.

The T&C Committee refers to the Compensation Peer Group to assess “market” compensation, which it considers to be between the 50th and the 75th percentile of executive pay for the Compensation Peer Group. The T&C 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 T&C Committee with guidance and information, it does not dictate the NEOs’ compensation and is not a substitute for the T&C Committee’s own business judgment in establishing compensation for the NEOs.

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Overview

Each year, the T&C 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 T&C 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. 

The 2023 compensation program emphasizes a high percentage of at-risk pay based on Company performance for all our NEOs. At-risk pay is forfeitable if certain performance goals, set based on revenue, compensation EBITDA, relative total stockholder return, and absolute total stockholder return, are not met. The T&C Committee believes that at-risk compensation appropriately incentivizes executives to achieve results for the benefit of our stockholders and all of our stakeholders.

2023 COMPENSATION MIX⁽¹⁾

The T&C Committee believes that the Company’s 2023 compensation program reflects competitive market practices that align the interests of our executives with those of our stockholders. Moreover, the program has been designed to attract and retain key members of management who have delivered record results.

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2023 CEO Compensation Components

In 2023 the Board approved compensation to Mr. Fogel comprised of:

The total compensation shown in the 2023 Summary Compensation Table also includes PSUs that were granted prior to 2023. The rules require the accounting value of sub-periods associated with 2023 from the 2021 PSUs and 2022 PSUs to be included in the 2023 total compensation amount. For Mr. Fogel, this adds an additional $14.1M to his 2023 total compensation in the Summary Compensation Table.

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2023 Named Executive Officer Performance 

	GLENN D. FOGEL  PRESIDENT AND CHIEF EXECUTIVE OFFICER

The Board and the T&C Committee assessed Mr. Fogel’s performance during 2023 and considered:

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	DAVID GOULDEN  EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

The T&C Committee and Mr. Fogel considered the following highlights of Mr. Goulden’s 2023 performance:

	PETER J. MILLONES  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL

The T&C Committee and Mr. Fogel considered the following highlights of Mr. Millones’ 2023 performance:

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	PAULO PISANO  CHIEF HUMAN RESOURCES OFFICER

The T&C Committee and Mr. Fogel considered the following highlights of Mr. Pisano’s 2023 performance:

2023 Base Salaries 

In 2023, the T&C Committee did not make changes to base salaries for the NEOs. 

Short-term Incentive Program 

The fundamental principle underlying our typical annual senior management Bonus Plan is that the bonus pool for senior executives, including our executive officers, will be meaningfully funded only if we have significant year-over-year earnings and/or revenue growth on a fixed currency basis, taking into account the size of our business, market expectations regarding our growth, and our expectations regarding the growth of our markets. 

The Bonus 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 2023 senior management Bonus Plan. 

The amount in the pool increases as our Compensation EBITDA and/or Revenue increase (until the cap on the pool is reached), and cash bonuses are awarded to executive officers from this pool. Although Company performance is a key factor in individual bonus payments for our executive officers, the T&C Committee maintains discretion to adjust the aggregate pool and/or individual bonuses upwards up to the max pool cap or downwards as it deems appropriate. The T&C Committee adopted an individual bonus cap of two times target applicable to executive officers beginning with the 2024 annual Bonus Plan.

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2023 Bonus Plan Outcomes

The T&C Committee applied the learnings from the recent stockholder engagement efforts when it established the Compensation EBITDA and Revenue performance goals for the 2023 Bonus Plan. The T&C Committee was focused on setting rigorous growth targets after the Company’s strong financial performance in 2022, taking into account consensus expectations for the Company, and incentivizing impressive outcomes.

The Company’s record revenue and earnings performance in 2023 resulted in the Company exceeding its rigorous performance goals. The Company’s Revenue performed 5% above the maximum target and Compensation EBITDA performed 7% above the maximum target, resulting in max funding for the senior management bonus pool. Additionally, the bonuses for the NEOs reflect individual performance, including each NEO’s contributions to the execution of the Company’s business priorities and other non-financial goals described further in 2023 Named Executive Officer Performance. The T&C Committee took the Company’s financial overperformance and each NEO’s individual contributions into account when it awarded the NEOs a bonus payout of approximately 2.7 times target reflected below. 

Long-term Incentive Program

In shaping the long-term incentive program, the T&C 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 T&C Committee structured the long-term incentive program as follows:

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PSU vesting and goal setting

In 2023 the T&C Committee returned to its pre-pandemic long-term incentive plan structure of PSUs with three-year targets and vesting periods. 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.

In connection with his retirement from his role as Chief Financial Officer of the Company, the T&C Committee awarded Mr. Goulden PSUs with vesting schedules described under Mr. Goulden’s 2023 Long-Term Equity Incentive Award.

Relative TSR Modifier

The 2023 PSUs 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. 

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.

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TOTAL STOCKHOLDER RETURN⁽¹⁾

TSR Governor

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

Performance Share Units (PSUs)

The 2023 PSUs granted to our NEOs are forfeitable if certain minimum performance thresholds are not achieved and have a maximum payout of 2x the number of “target” shares. The number of “target” shares was determined by taking a fixed U.S. Dollar amount established by the T&C Committee and dividing that amount by the fair market value of our common stock on the date of grant, which, as provided under our equity plan, is the closing price of our common stock on the trading day immediately preceding the date of grant. In setting our 2023 PSU performance thresholds, the T&C Committee considered our 2023 budget, our expectations for the global travel market over the three-year performance period, internal projections over the three-year performance period for us and certain of our peers, and external consensus projections. The T&C Committee also sought to ensure that the performance thresholds, in particular those that would result in a payout above 1x, reflected performance that would be expected to reward our stockholders.

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

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The equally-weighted Revenue and Compensation EBITDA goals for the three-year period ending December 31, 2025 for the 2023 PSUs are as follows:

The Company’s strong performance in 2023 resulted in achieving 2 times target for each of the second sub-period of the 2022 PSUs and the third sub-period of the 2021 PSUs. The overall payout for the 2022 PSUs remains subject to Company performance in subsequent sub-periods and the application of the rTSR Modifier and TSR governor. Annual goals for subsequent measurement periods are set at the beginning of each performance year. The 2023 PSUs are also subject to the application of the rTSR Modifier and TSR governor at the end of the three-year performance period. 

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 2023 Long-Term Equity Incentive Award

In 2023, Mr. Goulden announced that he would transition to a new role pending the expected hiring of his successor by March 2024. In connection with that transition, Mr. Goulden’s annual long-term equity incentive award for 2023 consisted of a three-year PSU award (the “2023 Goulden PSUs”) and an RSU award (the “2023 Goulden RSUs”), each with alternate vesting schedules. One third of the 2023 Goulden PSUs became eligible to vest and one third of the 2023 Goulden RSUs vested on March 4, 2024. The remaining portions of the 2023 Goulden PSUs and 2023 Goulden RSUs are eligible to vest on a quarterly basis pro-rated for the time Mr. Goulden remains in service to the Company until March 4, 2026. Regardless of the date Mr. Goulden ceases service to the Company, the receipt of any shares that vest under the 2023 Goulden PSU will generally not take place until March 2026 to ensure Mr. Goulden is engaged during a smooth transition to the new CFO. Moreover, Compensation EBITDA and Revenue are measured against the same targets used for the three-year period ending December 31, 2025 for the 2023 PSUs awarded to other NEOs, with the resulting number of PSUs subject to modification by the rTSR modifier (+ or - 25%) or capped by the TSR governor (potentially capping payout at target).