TripAdvisor 2013 Annual Report Download - page 158

currently consists of Ms. Singh Cassidy and Mr. Philips. The Section 16 Committee is responsible for
administering and overseeing matters governed by Rule 16b-3 under the Exchange Act, including approving
grants of equity awards to our named executive officers. Ms. Singh Cassidy is also the Chairperson of the
Section 16 Committee.
Role of Executive Officers
Management participates in reviewing and refining our executive compensation program. Mr. Kaufer,
TripAdvisor’s President and Chief Executive Officer, annually reviews the performance of TripAdvisor and each
named executive officer with the Compensation Committees and makes recommendations with respect to the
appropriate base salary, annual cash bonus and grants of equity awards for each named executive officer, other
than in connection with compensation for himself. Based in part on these recommendations and the other factors
discussed below, the Compensation Committees review and approve the annual compensation package of each
named executive officer.
Role of Compensation Consultant
Pursuant to the Compensation Committee and Section 16 Committee Charter, the Compensation
Committees may retain compensation consultants for the purpose of assisting the Compensation Committees in
their evaluation of the compensation for our named executive officers. In 2013, the Compensation Committees
retained Compensia, Inc. (“Compensia”), a management consulting firm providing executive compensation
advisory services to compensation committees and senior management, to assist in an evaluation of
TripAdvisor’s compensation peer group, to use the compensation peer group to compile and analyze competitive
compensation market data for certain executive officer positions and to advise on matters related to our long-term
incentive program structure. The Compensation Committees consider input from its compensation consultant as
one factor in making decisions with respect to compensation matters, along with information and analysis they
receive from management and their own judgment and experience.
Based on consideration of the factors set forth in the rules of the SEC and the NASDAQ Rules, the
Compensation Committees have determined that its relationship with Compensia and the work performed by
Compensia on behalf of the Compensation Committees has not raised any conflict of interest. In addition, in
compliance with the Compensation Committee and Section 16 Committee Charter, the Compensation
Committees approved the fees paid to Compensia for work performed in 2013 and can confirm that such
payments did not exceed $120,000.
Role of Stockholders
TripAdvisor provides its stockholders with the opportunity to cast an advisory vote to approve the
compensation of our named executive officers every three years. In evaluating our 2013 executive compensation
program, the Compensation Committees considered the result of the stockholder advisory vote on our executive
compensation (the “say-on-pay vote”) held at our Annual Meeting of Stockholders on June 26, 2012, which was
approved by over 99% of the votes cast. As a result, the Compensation Committees did not make any significant
changes to our executive compensation program for 2013. The Compensation Committees will continue to
consider the outcome of the say-on-pay vote when making future compensation decisions for our named
executive officers.
We will hold a say-on-pay vote every three years until the next vote on the frequency of such stockholder
advisory votes, which will occur no later than our 2018 Annual Meeting of Stockholders. Our next say-on-pay
vote will occur in 2015.
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