TripAdvisor 2013 Annual Report Download - page 159

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Compensation Program Elements
General
The primary elements of our executive compensation program are base salary, an annual cash bonus and
equity awards. Generally, the Compensation Committees review these elements in the first quarter of each year
in light of TripAdvisor and individual performance, recommendations from management and other relevant
information, including prior compensation history and outstanding long-term compensation arrangements.
Management and the Compensation Committees believe that there are multiple, dynamic factors that contribute
to success at an individual and business level. Management and the Compensation Committees have therefore
refrained from adopting strict formulas and have relied primarily on a discretionary approach that allows the
Compensation Committees to set executive compensation levels on a case-by-case basis, taking into account all
relevant factors.
Following recommendations from management, the Compensation Committees may also adjust
compensation for specific individuals at other times during the year when there are significant changes in
responsibilities or under other circumstances that the Compensation Committees consider appropriate.
Base Salary
Base salary represents the fixed portion of a named executive officer’s compensation and is intended to
provide compensation for expected day-to-day performance. A named executive officer’s base salary is initially
determined upon hire or promotion based on his or her responsibilities, prior experience, individual
compensation history and salary levels of other executives within TripAdvisor and similarly situated executives
at comparable companies. Base salary is typically reviewed annually, at which time management makes
recommendations to the Compensation Committees based on consideration of a variety of factors including, but
not limited to, the following:
• the named executive officers total compensation relative to other executives in similarly situated
positions,
• his or her individual performance,
• his or her responsibilities, prior experience, and individual compensation history, including any non-
standard compensation,
• the terms of his or her employment agreement, if any,
• competitive compensation market data, when available,
• general economic conditions, and
• the recommendations of the President and Chief Executive Officer (other than in connection with his own
compensation).
Annual Cash Bonuses
Cash bonuses are awarded to recognize and reward each named executive officer’s annual contribution to
Company performance. Mr. Kaufer has a target cash bonus opportunity equal to 100% of his base salary for the
year, Ms. Bradley has a target cash bonus opportunity equal to 66% of her base salary for the year and
Mr. Kalvert has a target cash bonus opportunity equal to 50% of his base salary for the year. Unless otherwise
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