TripAdvisor 2012 Annual Report Download - page 173

of Messrs. Fitzgerald and Zeisser. The following table shows the compensation information for the remaining
directors of the Company as of December 31, 2012:
Name
Fees Earned or
Paid in Cash
($)(1)
Stock Awards
($)(2)(3)
Option Awards
($)(4)
Total
($)
Victor A. Kaufman(5) ............... 50,000 149,970 — 199,970
Sukhinder Singh Cassidy(6) .......... 75,000 149,970 — 224,970
Dara Khosrowshahi(7) .............. 50,000 149,970 — 199,970
Jonathan F. Miller(8) ................ 70,000 149,970 — 219,970
Jeremy Philips(9) ................... 85,000 149,970 — 234,970
Robert S. Wiesenthal(10) ............ 80,000 149,970 — 229,970
Barry Diller(11) .................... 2,610 149,970 — 152,580
(1) Cash compensation for services in 2012.
(2) Amounts shown reflect the aggregate grant date fair value of awards computed in accordance with Financial
FASB ASC Topic 718. These amounts reflect an estimate of the grant date fair value and may not
correspond to the actual value that will be recognized by the directors. Stock awards consist of RSUs valued
using the closing price of TripAdvisor common stock on the NASDAQ Stock Market on the grant date.
(3) On December 15, 2012, each of the directors listed in the table above received an award of 3,599 RSUs with
a grant date fair value of $149,970.
(4) TripAdvisor has not granted any options for service as a director.
(5) On February 7, 2013, Mr. Kaufman resigned from the Board.
(6) Ms. Singh Cassidy is the Chairperson of the Compensation Committee and the Section 16 Committee.
(7) On February 7, 2013, Mr. Khosrowshahi resigned from the Board.
(8) Mr. Miller is a member of the Audit Committee.
(9) Mr. Philips is a member of the Audit Committee and the Compensation Committee.
(10) Mr. Wiesenthal is the Chairman of the Audit Committee.
(11) Mr. Diller resigned as Chairman and Senior Executive on December 11, 2012. Mr. Diller’s compensation
for his service as an employee of TripAdvisor in 2012 is included in the table titled “2012 Summary
Compensation Table” above.
Conversion of Dara Khosrowshahi’s Expedia RSUs
On March 7, 2006, Expedia and Mr. Khosrowshahi, entered into a restricted stock unit agreement covering
800,000 shares of Expedia common stock, with vesting of such restricted stock units generally subject to the
satisfaction of certain performance goals by Expedia. In connection with the Spin-Off, Expedia and TripAdvisor
agreed to divide the original award between the companies, in accordance with the treatment of shares of
Expedia common stock in the Spin-Off, such that the initial award was converted into (1) RSUs covering
400,000 shares of Expedia common stock governed by an amended and restated restricted stock unit agreement
between Mr. Khosrowshahi and Expedia and (2) RSUs covering 400,000 shares of TripAdvisor common stock
governed by a restricted stock unit agreement between Mr. Khosrowshahi and TripAdvisor (the “DK RSU
Agreement”), which was entered into on December 20, 2011. The vesting of the RSUs under the DK RSU
Agreement was contingent upon Mr. Khosrowshahi’s continued service as a director of TripAdvisor through the
applicable vesting dates. The RSUs were scheduled to vest as follows:
• 75% of the RSUs to vest upon the achievement of certain performance goals by Expedia and TripAdvisor;
provided, however, that, at the election of TripAdvisor, such vesting shall be conditioned on Mr. Khosrowshahi
agreeing to continue as a director of TripAdvisor for an additional two years thereafter, and
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