Summary
This 8-K filing by Booking Holdings Inc. primarily announces the appointment of Sue D'Emic as the new Senior Vice President, Chief Accounting Officer and Controller, effective May 10, 2019. Ms. D'Emic brings substantial experience from previous senior finance roles at Time Inc. and Frontier Communications, including a background as a CPA and experience with KPMG. Her appointment is a key operational update for investors, signaling continuity and expertise in financial reporting and controls. The filing also details the terms of Ms. D'Emic's employment agreement, including her base salary, bonus structure, and significant equity awards in the form of Restricted Stock Units (RSUs) and Performance Share Units (PSUs). These compensation components, totaling a substantial grant date fair value, are designed to incentivize long-term performance and align her interests with shareholders. The information provided is crucial for understanding executive compensation and potential future share dilution.
Key Highlights
- 1Appointment of Sue D'Emic as Senior Vice President, Chief Accounting Officer and Controller.
- 2Ms. D'Emic has extensive experience in senior financial roles at Time Inc. and Frontier Communications.
- 3Ms. D'Emic is a Certified Public Accountant (CPA) with a background in public accounting (KPMG).
- 4Her compensation package includes an annual base salary of $400,000 and a target annual bonus of 100% of base salary.
- 5Significant equity awards granted to Ms. D'Emic include $2,000,000 in RSUs and $1,500,000 in PSUs (at target).
- 6RSUs will vest over three years, while PSUs will vest upon completion of three years of service and achievement of performance metrics.
- 7The filing also includes the relevant employment agreement and equity award agreements as exhibits.