Booking Holdings Shareholder Engagement Presentation Deck
Executive Compensation Summary
1) We have a strong track record of
judicious pay practices and
stockholder support
2) We have responsibly managed our
equity usage over several years
3) Our executive compensation
program has a long-term orientation
that aligns with stockholder interests
(1)
(2)
~90%+ support each year since our first Say-on-Pay vote in 2011.
• We conduct a robust biannual stockholder engagement process to collect feedback from
stockholders on our executive compensation strategy and other topics of interest.
• Our equity dilution is consistently in the bottom quartile of our executive compensation peer
group (<1% burn rate for the past four fiscal years and significantly below the 25th percentile of
our executive compensation peers). 1¹,
1, 2
. Our burn rate for FY21 was the lowest in our executive compensation peer group.¹
• Our CEO's actual 2021 compensation of $29.9m, excluding accounting adjustments for prior
year grants, was in line with market compensation for CEOs of our peers. ¹
1
• 3-year PSUs include rTSR modifier to reflect our stock performance relative to similar
travel/hospitality companies on potential payouts.
• In 2022 we added a limit to PSU payouts of 100% (or less) if our stock price is flat or negative
over the three-year performance period to ensure further alignment with stockholder interests.
Source: Semler Brossy
See Appendix for historical Stock-Based Compensation Expense versus Peers.
BOOKING HOLDINGS
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