Priceline 2010 Annual Report Download - page 5

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Summary Information
To assist you in reviewing the Company’s 2010 performance, we would like to call your attention to key elements of our
proxy statement. The following description is only a summary. For more complete information about these topics, please
review the Company’s Annual Report on Form 10-K and the complete proxy statement.
Financial performance. 2010 was an excellent year for
priceline.com. Priceline.com grew its consolidated gross
travel bookings by more than 46% year-over-year and
increased its consolidated non-GAAP EBITDA (a metric
described in more detail below) by more than 64% year-
over-year, growing its earnings faster than other leading
online travel companies.
$0.0
$4.0
$8.0
$12.0
$16.0
2009 2010
GrossTrave lBookings
+46.6%
(in billlions)
$0
$200
$400
$600
$800
$1,000
2009 2010
NonͲGAAPEBITDA
+64.6%
(in millions)
We believe that this performance is a result of many
factors, most importantly actions taken by the
Company’s leadership, including Jeffery H. Boyd,
President and Chief Executive Officer, and the
leadership teams at priceline.com in the U.S.,
Booking.com and Agoda, to continue the Company’s
geographic expansion and expansion of hotel supply
around the world, and to coordinate collaboration among
the Company’s different brands, all while maintaining
the Company’s market-leading growth and operating
leverage.
Compensation Highlights. In light of this exceptional
performance and the achievement by the Company of
2010 consolidated non-GAAP EBITDA targets set forth
in the Company’s 2010 bonus plan, Mr. Boyd received a
bonus of $4.0 million for 2010. In addition, in March
2010, Mr. Boyd also received a grant of performance
share units having a grant date fair value of
approximately $2.9 million. The performance share
units vest over a three year period, are forfeitable if
priceline.com does not meet a cumulative three-year
earnings target requiring substantial growth in
consolidated non-GAAP EBITDA and, if there is
outstanding performance by priceline.com over the
three-year period, could result in the issuance of up to
three times the number of shares underlying the initial
grant. Total compensation for our other named
executive officers also reflected the company’s
outstanding performance (see Summary Compensation
Table on page 36 for more details):
Name and Principal
Position
2010
Salary
2010 Stock
Award
2010
“Bonus”
All Other
2010 Comp
Total 2010
Comp
Daniel J. Finnegan,
Chief Financial
Officer .......................
.
$315,000 $1,200,088 $725,000 7,674 $2,247,762
Robert J. Mylod Jr.,
Vice Chairman and
Head of Worldwide
Strategy & Planning ..
.
$420,000 $2,875,117 $2,500,000 7,674 $5,802,791
Kees Koolen,
Chief Executive
Officer,
Booking.com B.V. .....
.
$319,531 $2,852,479 $2,946,379 16,085 $6,134,474
Peter J. Millones,
General Counsel,
Corporate Secretary
and Executive Vice
President ....................
.
$330,000 $1,200,088 $800,000 7,674 $2,337,762
Stockholder Actions. The following proposals will be
voted upon at the Annual Meeting and are described in
more detail in this proxy statement. The Board of
Directors recommends that you vote as follows on each
such proposal:
Election of Directors (Proposal 1). The Board of
Directors recommends that you vote FOR each of the
Board of Directors’ nominees.
Ratification of Independent Auditors (Proposal 2). The
Board of Directors recommends that you vote FOR
ratification of Deloitte & Touche LLP as the Company’s
independent registered public accounting firm.
Advisory Votes on Executive Compensation (Proposals
3 and 4). The Board of Directors recommends that you
cast your advisory votes FOR the approval of executive
compensation and for ONE YEAR as the desired
frequency of the advisory vote on executive
compensation.
Stockholder Proposal (Proposal 5). The Board of
Directors recommends that you vote AGAINST the
stockholder proposal concerning action by written
consent.