TripAdvisor 2012 Annual Report Download - page 156

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COMPENSATION DISCUSSION AND ANALYSIS
Overview
This Compensation Discussion and Analysis describes TripAdvisor’s executive compensation program as it
relates to the following “named executive officers”:
Name Position with TripAdvisor, Inc.
Barry Diller Chairman and Senior Executive*
Stephen Kaufer President and Chief Executive Officer
Julie M.B. Bradley Senior Vice President, Chief Financial Officer, Chief
Accounting Officer and Treasurer
Seth J. Kalvert Senior Vice President, General Counsel and Secretary
* Mr. Diller resigned as our Chairman and Senior Executive effective December 11, 2012 and resigned as a
member of the Board of Directors effective April 23, 2013.
TripAdvisor has a Compensation Committee and a Section 16 Committee that together have primary
responsibility for establishing the compensation of our named executive officers.
Compensation Program Objectives
TripAdvisor’s executive compensation program is designed to attract, motivate and retain highly skilled
executives with the business experience and acumen that management and the Compensation Committees believe
are necessary for achievement of TripAdvisor’s long-term business objectives. In addition, the executive
compensation program is designed to reward short- and long-term performance and to align the financial
interests of executive officers with the interests of our stockholders. Management and the Compensation
Committees evaluate both performance and compensation levels to ensure that we maintain our ability to attract
and retain outstanding employees in executive positions and that the compensation provided to these executives
remains competitive with the compensation paid to similarly situated executives at comparable companies. To
that end, management and the Compensation Committees believe the executive compensation packages provided
by TripAdvisor to the named executive officers should include both cash and equity-based compensation.
Roles and Responsibilities
Role of the Compensation and Section 16 Committees
The Compensation Committee is appointed by the Board of Directors and consists entirely of directors who
are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code. The Compensation
Committee currently consists of Ms. Singh Cassidy and Messrs. Philips and Maffei. Mr. Maffei replaced
Mr. Zeisser as a member of the Compensation Committee upon Mr. Zeisser’s resignation as a director in
February 2013. The Compensation Committee is responsible for (i) administering and overseeing our
compensation with respect to executive officers, including salary matters, bonus plans and stock compensation
plans and (ii) approving all grants of equity awards, but excluding matters governed by Rule 16b-3 under the
Exchange Act (see below). Ms. Singh Cassidy is the Chairperson of the Compensation Committee.
The Section 16 Committee is also appointed by the Board of Directors and consists entirely of directors who
are “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Section 16 Committee
currently consists of Ms. Singh Cassidy and Mr. Philips. The Section 16 Committee is responsible for
administering and overseeing matters governed by Rule 16b-3 under the Exchange Act, including approving
grants of equity awards to named executive officers. Ms. Singh Cassidy is also the Chairperson of the Section 16
Committee.
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