TripAdvisor 2013 Annual Report Download - page 145

Robert S. Wiesenthal has been a director of TripAdvisor since the completion of the Spin-Off. Since
January 2013, Mr. Wiesenthal has been serving as Chief Operating Officer of Warner Music Group Corp., a
leading global music conglomerate. From 2000 to 2012, Mr. Wiesenthal served in various senior executive
capacities within the Sony Corporation. From January 2002 through June 2012, Mr. Wiesenthal served as
Executive Vice President and Chief Financial Officer of Sony Corporation of America and, since July 2005, as
Executive Vice President and Chief Strategy Officer, Sony Entertainment. Prior to joining Sony, Mr. Wiesenthal
was Managing Director at Credit Suisse First Boston and head of the firm’s Entertainment and Digital Media
practices from 1999 to 2000, a member of its Media Group from 1993 to 1999 and a member of its Mergers and
Acquisitions Group from 1988 to 1993. Mr. Wiesenthal presently serves on the boards of directors of Entercom
Communications Corp. and Starz. Mr. Wiesenthal has a B.A. from the University of Rochester.
Board Membership Qualifications: Mr. Wiesenthal possesses extensive strategic, operational and
financial experience, gained through his wide range of service in executive-level positions with a strong
focus on networked consumer electronics, entertainment, and digital media. He also has a high degree of
financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.
Julie M.B. Bradley has served as Senior Vice President, Chief Financial Officer, Chief Accounting Officer
and Treasurer of TripAdvisor since October 2011. Prior to joining TripAdvisor, from July 2005 to April 2011,
Ms. Bradley served as Senior Vice President, Chief Financial Officer, Treasurer and Secretary of Art Technology
Group, Inc., a provider of e-commerce software solutions and services, which was acquired by Oracle
Corporation in January 2011. Prior to joining Art Technology Group, Ms. Bradley was at Akamai Technologies,
Inc. from April 2000 to June 2005, most recently serving as Vice President of Finance. Previously, Ms. Bradley
was an accountant with Deloitte LLP. Ms. Bradley is currently a member of the Board of Directors of
Wayfair.com and a member of the Board of Trustees of The Judge Baker’s Childrens Center. Ms. Bradley
previously served on the Board of Directors of Exact Target. Ms. Bradley received her B.A. in Economics from
Wheaton College and is a certified public accountant.
Seth J. Kalvert has served as Senior Vice President, General Counsel and Secretary of TripAdvisor since
August 2011. Prior to joining TripAdvisor, Mr. Kalvert held positions at Expedia, Inc., which he joined in March
2005, most recently as Vice President and Associate General Counsel beginning in February 2006. Prior to that,
from July 2001 to March 2005, Mr. Kalvert held a variety of internal legal positions at IAC/InterActiveCorp and
its subsidiaries. Previously, Mr. Kalvert held a business development position at Bolt Media Inc., a privately-held
online social networking and e-commerce company, and was an associate at Debevoise & Plimpton, LLP, a New
York law firm. Mr. Kalvert holds an A.B. degree from Brown University and a J.D. degree from Columbia Law
School.
Board of Directors
Director Independence
Under the NASDAQ Stock Market Listing Rules (the “NASDAQ Rules”), the Board has a responsibility to
make an affirmative determination that those members of the Board who serve as independent directors do not
have any relationships that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. In connection with the independence determinations described below, the Board
reviewed information regarding transactions, relationships and arrangements relevant to independence, including
those required by the NASDAQ Rules. This information is obtained from director responses to questionnaires
circulated by management, as well as our records and publicly available information. Following this
determination, management monitors those transactions, relationships and arrangements that were relevant to
such determination, as well as solicits updated information potentially relevant to independence from internal
personnel and directors, to determine whether there have been any developments that could potentially have an
adverse impact on the Board’s prior independence determination.
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