Priceline 2010 Annual Report Download - page 11

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reference to financial targets. In addition, accurate financial reporting and auditing are critical to
priceline.com’s success.
x Industry experience. We seek to have directors with experience in the travel industry or in the Internet.
x Global experience. Priceline.com’s future success depends, in part, on its success in continuing to
grow its businesses outside the United States. For example, in 2010, approximately 82% of
priceline.com’s consolidated operating income was generated by our international business. This
highlights the importance of having directors with a global business perspective or experience.
The evaluation of director nominees by the Nominating and Corporate Governance Committee also
takes into account director tenure. With the exception of Mr. Docter, who joined the Board in 2007, each of the
company’s directors has been on the Board for more than five years and we believe that the understanding and
knowledge of our business that comes with that experience is an important asset.
Jeffery H. Boyd, President and Chief Executive Officer, priceline.com Incorporated
Jeffery H. Boyd, age 54, has served as a Director of priceline.com since October 2001. Mr. Boyd has
been President of priceline.com since May 2001 and Chief Executive Officer since November 2002. Mr. Boyd
was President and Co-Chief Executive Officer from August 2002 to November 2002 and Chief Operating Officer
from November 2000 to August 2002. He previously served as Executive Vice President, General Counsel and
Secretary of priceline.com from January 2000 to October 2000. Prior to joining priceline.com, Mr. Boyd was
Executive Vice President, General Counsel and Secretary of Oxford Health Plans, Inc. Mr. Boyd is a member of
the board of directors for Bankrate, Inc. and BEN Holdings, Inc. (the holding company for Bankrate, Inc.). Mr.
Boyd is also a member of the priceline.com Group Management Board, which is described in more detail below.
Director Qualifications:
x Leadership, Industry and Global experience – Mr. Boyd’s long and successful tenure as Chief
Executive Officer of priceline.com
Ralph M. Bahna, President, Masterworks Development Corporation
Ralph M. Bahna, age 68, has served as a Director of priceline.com since July 1998 and Chairman of
the Board of Directors since April 2004, and is a member of the Nominating and Corporate Governance
Committee. Since 1992, Mr. Bahna has been the President of Masterworks Development Corp., a company he
founded to develop an international group of hotels named Club QuartersTM. Club Quarters are private, city-
center facilities designed for the business travelers of cost conscious organizations. Since 1993, Mr. Bahna has
served as the Chairman of Club Quarters. From 1980 to 1989, Mr. Bahna served as the Chief Executive Officer
of Cunard Lines, Ltd., and the Cunard Group of Companies. Prior to Cunard, Mr. Bahna was employed by Trans
World Airlines, Inc., where he developed and launched its highly successful Ambassador Service.
Director Qualifications:
x Leadership and Global experience – founder and current president of multinational hotel company
with hotels located in the U.S. and Europe
x Industry experience – former chief executive officer of one of the world’s largest cruise lines; held
senior management positions at a major airline
Howard W. Barker, Jr., Former Partner, KPMG LLP
Howard W. Barker, Jr., age 64, was employed by KPMG LLP from July 1972 and served as a partner
of KPMG LLP from 1982 until his retirement in September 2002. Mr. Barker has been a director of
priceline.com since January 2003, and is currently Chairman of the Audit Committee, as well as a member of the
Nominating and Corporate Governance Committee. He currently serves as a member of the Board of Directors
of Chiquita Brands International, Inc. since 2007, where he chairs the Audit Committee, and Medco Health