TripAdvisor 2012 Annual Report Download - page 158
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• the executive’s responsibilities, prior experience, and individual compensation history, including any non-
standard compensation,
• the terms of the executive’s employment agreement, if any,
• competitive compensation market data, when available,
• general economic conditions,
• the recommendations of the President and Chief Executive Officer, other than in connection with
compensation for himself, and
• with respect to the President and Chief Executive Officer, the recommendation of the Chairman.
After consideration of the factors discussed above, the Compensation Committees decided to maintain
Mr. Kaufer’s base salary for 2013 at $500,000, to increase Ms. Bradley’s 2013 base salary from $302,500 to
$365,000, and to increase Mr. Kalvert’s 2013 base salary from $330,000 to $350,000. Mr. Diller resigned as
Chairman and Senior Executive effective December 11, 2012 and resigned as a member of the Board of
Directors effective April 23, 2013.
Cash Bonuses
Cash bonuses are granted to recognize and reward an individual’s annual contribution to Company
performance. Mr. Kaufer has a target cash bonus equal to 100% of his base salary for the year, Ms. Bradley has a
target cash bonus equal to 66% of her base salary for the year and Mr. Kalvert has a target cash bonus equal to
50% of his base salary for the year. Unless otherwise provided by the provisions of employment agreements,
bonus targets for executive officers are generally established by the Compensation Committees, based on the
recommendations of management, and are reviewed each year by the President and Chief Executive Officer with
the approval of the Chairman and the Compensation Committees.
In February 2013, management recommended bonuses with respect to calendar year 2012 for each of the
named executive officers after taking into account a variety of factors, including:
• TripAdvisor’s business and financial performance, including year-over-year performance,
• TripAdvisor’s performance against strategic initiatives,
• the executive’s target cash bonus percentage, if any,
• the executive’s individual performance,
• the overall funding of the cash bonus pool,
• the amount of bonus relative to other TripAdvisor executives,
• general economic conditions,
• competitive compensation market data, when available,
• the recommendations of the President and Chief Executive Officer, other than in connection with
compensation for himself, and
• with respect to the President and Chief Executive Officer, the recommendation of the Chairman.
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