8-KLeadership ChangesExhibits & Filings

Booking Holdings Inc. 8-K Report, Executive Changes (Feb 23, 2023)

Filed February 23, 2023For Securities:BKNG

Summary

Booking Holdings Inc. (BKNG) filed an 8-K on February 23, 2023, primarily detailing two key items for investors. Firstly, the company's Compensation Committee approved new form agreements for Performance Share Units (PSUs) and Restricted Stock Units (RSUs) to be used under its 1999 Omnibus Plan for executive officers. These new forms outline a broad range of potential performance metrics for PSUs, including financial targets like pre-tax income, revenue, and gross bookings, as well as strategic and operational goals. The specific terms, including award amounts and vesting schedules, will be determined at the time of grant, with flexibility for adjustments based on company performance and other factors. Secondly, the filing announced a significant leadership transition: Executive Vice President and CFO, David I. Goulden, will be transitioning from his CFO role pending the hiring of a successor, which is expected by March 2024. Mr. Goulden will remain with the company in his current capacity until a successor is in place, then continue employment in a different capacity or as a consultant until March 2026. This transition is governed by a new letter agreement that details his continued compensation, bonus eligibility (through the end of 2023), and the vesting of his outstanding equity awards, some of which have extended vesting periods tied to his continued service through March 2026.

Key Highlights

  • 1New form agreements for Performance Share Units (PSUs) and Restricted Stock Units (RSUs) have been approved for executive compensation.
  • 2PSU performance goals can be based on a wide array of metrics, including financial (e.g., revenue, pre-tax income, gross bookings) and operational targets.
  • 3RSU vesting is not performance-dependent, with terms to be set at the time of grant.
  • 4Both PSU and RSU agreements include provisions for vesting upon change in control or certain terminations.
  • 5CFO David I. Goulden will be transitioning from his Executive Vice President and Chief Financial Officer role.
  • 6Mr. Goulden will continue as CFO until a successor is hired, expected by March 2024.
  • 7Mr. Goulden's transition includes continued employment in a different capacity or as a consultant until March 2026, with specific terms for compensation and equity vesting detailed.

Frequently Asked Questions

The company has adopted new form agreements for Performance Share Units (PSUs) and Restricted Stock Units (RSUs) for its executive officers. These new forms provide flexibility in setting performance goals for PSUs, encompassing financial, operational, and strategic metrics, with specific details determined at the time of grant.

David I. Goulden, the current Executive Vice President and CFO, is transitioning out of his CFO role. He will remain in his current position until a successor is appointed, expected by March 2024. Following this, he will continue with the company in a different capacity or as a consultant until March 2026, with his equity awards vesting according to new terms tied to this extended service.

Mr. Goulden will continue to receive his base salary and remain eligible for a cash bonus under the annual bonus plan for the year ending December 31, 2023. His eligibility for cash bonuses will cease after 2023. His outstanding equity awards will continue to vest based on their terms, provided he continues to provide services. A portion of his expected March 2023 PSU and RSU grants will vest through March 2026, contingent on his continued service.

Yes, the Form PSU Agreement outlines a broad range of potential performance metrics approved by the Compensation Committee. These include quantitative and qualitative goals such as pre-tax income, after-tax income, operating profit, return on equity/assets/capital, earnings (including EBITDA), sales/revenues, operating expenses, margins, market share, gross bookings, hotel/accommodation room nights, stock price appreciation, and strategic or organizational goals.