TripAdvisor 2013 Annual Report Download - page 142

Directors and Executive Officers
Set forth below is certain background information, as of April 24, 2014, regarding the members of our
Board of Directors, each of whom is also a nominee, as well as TripAdvisor’s executive officers. There are no
family relationships among directors or executive officers of TripAdvisor. In addition to the information
presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led the
Board of Directors to the conclusion that he or she should be renominated as a director, each nominee has
demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to
TripAdvisor and our Board of Directors as demonstrated by the nominee’s past service. All of our nominees also
have extensive management experience in complex organizations. The Board of Directors considered the
NASDAQ requirement that TripAdvisor’s Audit Committee be composed of at least three independent directors,
as well as specific NASDAQ and U.S. Securities and Exchange Commission (“SEC”) requirements regarding
financial literacy and expertise.
Name Age Position
Gregory B. Maffei ............... 53 Chairman
Stephen Kaufer ................. 51 Director, President and Chief Executive Officer
Julie M.B. Bradley .............. 45 Senior Vice President, Chief Financial Officer, Chief
Accounting Officer and Treasurer
Seth J. Kalvert .................. 44 Senior Vice President, General Counsel and Secretary
Jonathan F. Miller ............... 57 Director
Dipchand (Deep) Nishar .......... 45 Director
Jeremy Philips .................. 41 Director
Spencer M. Rascoff .............. 38 Director
Christopher W. Shean ............ 48 Director
Sukhinder Singh Cassidy ......... 44 Director
Robert S. Wiesenthal ............ 47 Director
Gregory B. Maffei has been the Chairman of the Board of Directors of TripAdvisor since February 2013.
Mr. Maffei has served as President and Chief Executive Officer of Liberty since February 2006 and served as its
CEO-elect from November 2005 through February 2006. Mr. Maffei has also served as President and Chief
Executive Officer of Liberty Media Corporation (including its predecessor) since May 2007. Previously, he has
served as President and Chief Financial Officer of Oracle Corporation during 2005, President and Chief
Executive Officer of 360networks Corporation from 2000 until 2005, Chairman of the Board of Directors of
360networks Corporation from 2002 until 2011 and Chief Financial Officer of Microsoft Corporation from 1997
until 2000. Mr. Maffei currently serves Chairman of the Board of Starz, Sirius XM Holdings Inc. and Live
Nation Entertainment, Inc. and as a Director of Charter Communications, Inc., Liberty, Liberty Media
Corporation (“LMC”) and Zillow, Inc. He previously served as a Director of Barnes &Noble, Inc. from
September 2011 to April 2014, DIRECTV and its predecessor from February 2008 to June 2010 and Electronic
Arts, Inc. from June 2003 to July 2013. Mr. Maffei holds an M.B.A. from Harvard Business School, where he
was a Baker Scholar, and an A.B. from Dartmouth College.
Board Membership Qualifications: Mr. Maffei brings to our Board significant financial and operational
experience based on his senior policy making positions at Liberty, Liberty Media Corporation, Oracle
Corporation, 360networks Corporation and Microsoft Corporation and his other public company board
experience. He provides our board with an executive and leadership perspective on the operation and
management of large public companies and risk management principles.
Stephen Kaufer co-founded TripAdvisor in February 2000 and has been the President and Chief Executive
Officer of TripAdvisor since that date. Mr. Kaufer has been a director of TripAdvisor since the completion of the
spin-off from Expedia, Inc. (the “Spin-Off”). Prior to co-founding TripAdvisor, Mr. Kaufer served as President
of CDS, Inc., an independent software vendor specializing in programming and testing tools, and co-founded
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