8-KLeadership ChangesRegulation FDExhibits & Filings

Booking Holdings Inc. 8-K Report, Executive Changes (Jan 22, 2018)

Filed January 22, 2018For Securities:BKNG

Summary

This 8-K filing by The Priceline Group Inc. (now Booking Holdings Inc.) announced a significant leadership change: the appointment of David Goulden as the new Executive Vice President and Chief Financial Officer, effective March 1, 2018. Mr. Goulden brings extensive financial and operational experience, having previously served as CFO and CEO of EMC's information infrastructure business, and in leadership roles at Dell Technologies. His appointment signals a strategic move for the company, bringing in seasoned executive talent to manage its financial operations. The filing also details the key terms of Mr. Goulden's employment agreement, including his base salary, bonus targets, and substantial equity awards in the form of restricted stock units (RSUs) and performance share units (PSUs). These incentives are designed to align his interests with those of shareholders. The agreement also outlines severance provisions, including enhanced benefits in the event of a change of control, providing further clarity on executive compensation and retention strategies.

Key Highlights

  • 1Appointment of David Goulden as Executive Vice President and Chief Financial Officer, effective March 1, 2018.
  • 2Mr. Goulden has a strong background, including prior CFO and CEO roles at EMC Corporation and leadership positions at Dell Technologies.
  • 3Goulden's compensation package includes an annual base salary of $600,000 and a target annual bonus of 210% of base salary.
  • 4Significant equity awards include RSUs valued at $6.3 million and target PSUs valued at $4.5 million, vesting over three years and contingent on performance.
  • 5A signing bonus of $500,000 is provided to cover moving expenses.
  • 6Severance benefits are detailed, including salary and bonus continuation, with enhanced terms in case of termination without Cause or resignation for Good Reason within a specified period around a Change of Control.
  • 7John Finnegan will transition from CFO to a new role upon Mr. Goulden's commencement of employment.

Frequently Asked Questions