TripAdvisor 2013 Annual Report Download - page 157

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COMPENSATION DISCUSSION AND ANALYSIS
Overview
This Compensation Discussion and Analysis describes TripAdvisor’s executive compensation program as it
relates to the following “named executive officers”:
Name Position
Stephen Kaufer President and Chief Executive Officer
Julie M.B. Bradley Senior Vice President, Chief Financial Officer, Chief
Accounting Officer and Treasurer
Seth J. Kalvert Senior Vice President, General Counsel and Secretary
TripAdvisor has a Compensation Committee and a Section 16 Committee that together have primary
responsibility for establishing the compensation of our named executive officers. In this Proxy Statement, we
refer to the Compensation Committee and Section 16 Committee collectively as the “Compensation
Committees.”
Compensation Program Objectives
TripAdvisor’s executive compensation program is designed to attract, motivate and retain highly skilled
employees in executive positions with the business experience and acumen that management and the
Compensation Committees believe are necessary for achievement of TripAdvisor’s long-term business objectives
and to ensure that the compensation provided to these executives remains competitive with the compensation
paid to similarly situated executives at comparable companies. The executive compensation program is also
designed so that it does not encourage our named executive officers to take unreasonable risks relating to our
business. In addition, the executive compensation program is designed to reward both short-term and long-term
performance and to align the financial interests of our named executive officers with the interests of our
stockholders.
Management and the Compensation Committees evaluate both performance and compensation levels to
ensure that we maintain our ability to attract and retain outstanding employees in executive positions. To that
end, management and the Compensation Committees believe the executive compensation packages provided by
TripAdvisor to our named executive officers should include both cash and equity-based compensation.
Roles and Responsibilities
Role of the Compensation and Section 16 Committees
The Compensation Committee is appointed by the Board of Directors and consists entirely of directors who
are “outside directors” for purposes of Section 162(m) of the Code. The Compensation Committee currently
consists of Ms. Singh Cassidy and Messrs. Philips and Maffei. Mr. Maffei replaced Michael Zeisser as a member
of the Compensation Committee upon Mr. Zeisser’s resignation as a director in February 2013. The
Compensation Committee is responsible for (i) designing and overseeing our compensation with respect to our
executive officers, including salary matters, bonus plans and stock compensation plans and (ii) approving all
grants of equity awards, but excluding matters governed by Rule 16b-3 under the Exchange Act (for which the
Section 16 Committee has responsibility as described below). Ms. Singh Cassidy is the Chairperson of the
Compensation Committee.
The Section 16 Committee is also appointed by the Board of Directors and consists entirely of directors who
are “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Section 16 Committee
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