TripAdvisor 2012 Annual Report Download - page 172

DIRECTOR COMPENSATION
The Board of Directors sets non-employee director compensation, which is designed to provide competitive
compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of
TripAdvisor stock to further align directors’ interests with those of our stockholders.
TripAdvisor employees do not receive compensation for services as directors. Each non-employee director
of TripAdvisor is entitled to receive the following compensation:
• an annual retainer of $50,000, paid in equal quarterly installments;
• a grant of RSUs with a value of $150,000 (based on the closing price of TripAdvisor’s common stock on
the NASDAQ Stock Market on the date of grant), upon such director’s initial election to office and on
December 15th of each year, such RSUs to vest in three equal installments commencing on the first
anniversary of the grant date and, in the event of a change in control (as defined in the 2011 Plan and
described in the section below titled “Executive Compensation — Potential Payments Upon Termination
or Change in Control”), to vest automatically in full;
• an annual retainer of $20,000 for each member of the Audit Committee (including the Chairman) and
$15,000 for each member of the Compensation Committees (including the Chairperson); and
• an additional annual retainer of $10,000 for the Chairman of the Audit Committee and $10,000 for the
Chairperson of the Compensation Committees.
Non-Employee Director Deferred Compensation Plan
Under TripAdvisor’s Non-Employee Director Deferred Compensation Plan, non-employee directors may
defer all or a portion of their directors’ fees. Eligible directors who defer their directors’ fees may elect to have
such deferred fees (i) applied to the purchase of share units representing the number of shares of TripAdvisor
common stock that could have been purchased on the date such fees would otherwise be payable or (ii) credited
to a cash fund. If any dividends are paid on TripAdvisor common stock, dividend equivalents will be credited on
the share units. The cash fund will be credited with deemed interest at an annual rate equal to the average “bank
prime loan” rate for such year identified in the U.S. Federal Reserve Statistical Release. Upon termination of
service as a director of TripAdvisor, a director will receive (1) with respect to share units, such number of shares
of TripAdvisor common stock as the share units represent and (2) with respect to the cash fund, a cash payment.
Payments upon termination will be made in either one lump sum or up to five installments, as elected by the
eligible director at the time of the deferral election.
2012 Non-Employee Director Compensation
As an employee of the Company, Mr. Kaufer did not receive compensation for his service as director.
Mr. Diller’s compensation for his service as a non-employee director beginning December 12, 2012 is included
in the following table. Messrs. Fitzgerald and Zeisser, who were each nominated by Liberty, also did not receive
compensation for their service on the TripAdvisor Board of Directors in 2012. Effective February 12, 2013, each
of Messrs. Fitzgerald and Zeisser resigned from the Board. On February 12, 2013, Messrs. Maffei and Shean,
who were each nominated by Liberty, were elected to the Board to fill the vacancies created by the resignations
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