TripAdvisor 2013 Annual Report Download - page 160

provided by the provisions of his or her employment agreement, the target annual cash bonus opportunities for
our named executive officers are generally established by the Compensation Committees, based on the
recommendations of management, and are reviewed each year by the President and Chief Executive Officer with
the approval of the Compensation Committees.
In February 2014, management recommended bonuses with respect to calendar year 2013 for each of our
named executive officers after taking into account a variety of factors including, but not limited to, the following:
• TripAdvisor’s business and financial performance, including year-over-year performance,
• TripAdvisor’s performance against strategic initiatives,
• the named executive officer’s target cash bonus opportunity, if any,
• his or her individual performance,
• the overall funding of the cash bonus pool,
• the amount of bonus relative to other TripAdvisor executives,
• general economic conditions,
• competitive compensation market data, when available, and
• the recommendations of the President and Chief Executive Officer (other than in connection with his own
compensation).
After consideration of the factors discussed above, the Compensation Committees awarded 2013 cash
bonuses to our named executive officers as follows: Mr. Kaufer, $450,000, Ms. Bradley, $216,810, and
Mr. Kalvert, $166,250. With respect to Mr. Kaufer and Ms. Bradley, the bonus amounts represent 90% of their
target cash bonus opportunities and, with respect to Mr. Kalvert, the bonus amount represents 95% of his target
cash bonus opportunity. These cash bonuses are reported in the “Bonus” column of the table below titled “2013
Summary Compensation Table.”
The annual cash bonuses awarded to our named executive officers for 2013 were subject to the achievement
of performance goals relating either to stock price performance or revenues, which were satisfied. These
performance goals were designed to permit TripAdvisor to deduct all named executive officer compensation for
2013 in accordance with Section 162(m) of the Code. Specifically, the cash bonuses awarded to our named
executive officers in 2013 were subject to the satisfaction of one of the following performance goals:
• The revenues of TripAdvisor in any of the three consecutive calendar quarters beginning with the second
quarter of 2013 must be at least 10% higher than the revenues in the corresponding calendar quarter
12 months before, excluding the benefit of any acquisitions by TripAdvisor during this period; or
• The closing price per share of TripAdvisor common stock must be at least 5% higher than the closing
price of TripAdvisor’s common stock on March 28, 2013, which was $52.52 per share, on any 30 trading
days during the period beginning March 29, 2013 and ending December 31, 2013 (such days not
necessarily consecutive), taking into account any Share Change or Corporate Transaction (each as defined
in the TripAdvisor 2011 Stock and Annual Incentive Plan, as amended (the “2011 Plan”)).
In general, these performance goals reflect the minimally acceptable company performance that must be
achieved for cash bonuses to be awarded to our named executive officers, but with respect to which there is
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