8-KLeadership Changes

Expedia Group, Inc. 8-K Report, Executive Changes (Nov 13, 2020)

Filed November 13, 2020For Securities:EXPE

Summary

Expedia Group, Inc. (EXPE) filed an 8-K on November 13, 2020, detailing significant changes to executive compensation. The Compensation Committee approved an increase in CFO Eric Hart's base salary to $700,000 and raised his target bonus to 100% of base salary, recognizing his performance since his appointment. Additionally, Mr. Hart received substantial equity awards, including restricted stock units and performance stock units tied to stock price growth. The filing also disclosed modifications to outstanding performance-based stock options for executive officer Robert Dzielak, the Chief Legal Officer, originally granted in 2018. These modifications extend vesting dates under certain stock price performance conditions, acknowledging the impact of the COVID-19 pandemic on the travel industry and the company's stock. Furthermore, the base salaries for the Travel Leadership Team, which were previously reduced by 25% in April 2020, have been fully reinstated effective November 1, 2020.

Key Highlights

  • 1CFO Eric Hart's base salary increased from $550,000 to $700,000.
  • 2CFO Eric Hart's target bonus percentage increased from 80% to 100% of base salary.
  • 3CFO Eric Hart was awarded 7,605 restricted stock units with phased vesting starting February 2021.
  • 4CFO Eric Hart was awarded 7,604 performance stock units (PSUs) with vesting tied to stock price growth through 2022/2023.
  • 5Performance-based stock options for CLO Robert Dzielak, granted in 2018, have had their vesting dates modified.
  • 6The modifications to Mr. Dzielak's options extend vesting if specific stock price targets are not met, contingent on continued employment.
  • 7Base salaries for the Travel Leadership Team, including Messrs. Hart and Dzielak, have been fully reinstated effective November 1, 2020, after a previous 25% reduction.

Frequently Asked Questions

The Compensation Committee increased CFO Eric Hart's base salary and target bonus to recognize his expanded responsibilities and performance since his promotion. He was also granted restricted stock units and performance stock units (PSUs) tied to the company's stock price performance, intended to incentivize long-term value creation.

The performance-based stock options originally granted to CLO Robert Dzielak in 2018 have had their vesting conditions modified. The vesting dates have been extended if certain stock price targets are not met by the original dates. This modification was made considering the impact of the COVID-19 pandemic on the travel industry and the company's stock, aiming to retain and motivate key leadership.

Yes, in April 2020, base salaries for the Travel Leadership Team, including Messrs. Hart and Dzielak, were reduced by 25%. The Compensation Committee has approved the full reinstatement of these base salaries effective November 1, 2020.

The PSUs awarded to the CFO vest based on the compound annual stock price growth rate over specific periods. This structure directly links a portion of his compensation to the company's stock performance, aligning his incentives with those of long-term shareholders who benefit from stock appreciation.