8-KLeadership ChangesMaterial AgreementsRegulation FD+1

Expedia Group, Inc. 8-K Report, Material Agreement (Apr 7, 2006)

Filed April 7, 2006For Securities:EXPE

Summary

This Form 8-K filing by Expedia, Inc. on April 7, 2006, primarily announces a significant change in its executive leadership. The company has appointed Michael Adler as its new Chief Financial Officer (CFO), effective May 15, 2006. Mr. Adler joins Expedia from IAC/InterActiveCorp, where he held senior financial roles. His compensation package includes a base salary, potential bonuses, a signing bonus, and substantial restricted stock units (RSUs) that vest over five years and include accelerated vesting under specific conditions like termination without cause, resignation for good reason, or a change of control. This transition signals a new chapter for Expedia's financial management and comes with a carefully structured incentive plan for the incoming CFO. Concurrently, the filing reports the resignation of the current CFO, Mark S. Gunning, effective May 15, 2006. The departure of Mr. Gunning, who had an Employment Agreement dated July 14, 2005, coincides with Mr. Adler's appointment, indicating a planned succession. Investors should note the details of Mr. Adler's compensation and the terms surrounding his RSUs, as these are material to understanding the company's financial commitments and executive incentive strategies.

Key Highlights

  • 1Appointment of Michael Adler as Chief Financial Officer (CFO), effective May 15, 2006.
  • 2Michael Adler previously served in senior financial roles at IAC/InterActiveCorp.
  • 3Resignation of current CFO, Mark S. Gunning, also effective May 15, 2006.
  • 4Mr. Adler's compensation includes an annual base salary of $375,000.
  • 5Mr. Adler is eligible for annual discretionary bonuses with a target of 60% of base salary.
  • 6A signing bonus of $250,000 will be paid to Mr. Adler.
  • 7Mr. Adler will be granted Restricted Stock Units (RSUs) valued at $2.6 million, vesting over five years, with provisions for accelerated vesting.

Frequently Asked Questions

Michael Adler has been appointed as the new Chief Financial Officer (CFO) of Expedia, Inc., and his appointment is effective May 15, 2006. He will be transitioning into the role from his current position as Executive Vice President of Finance.

Michael Adler's compensation package includes an annual base salary of $375,000, eligibility for annual discretionary bonuses with a target of 60% of his base salary, a signing bonus of $250,000, and restricted stock units (RSUs) valued at $2.6 million at the grant date. The RSUs will vest over five years.

Yes, Mr. Adler's RSUs have provisions for accelerated vesting. Specifically, RSUs valued at $800,000 will vest if Mr. Adler is terminated other than for cause, or if he resigns for 'good reason.' Additionally, 100% of his RSUs will vest immediately upon a change of control of Expedia.

Both Michael Adler's appointment as CFO and Mark S. Gunning's resignation as CFO are effective on May 15, 2006. Mr. Adler will join Expedia prior to this date to facilitate the transition.