TripAdvisor 2013 Annual Report Download - page 175

DIRECTOR COMPENSATION
Overview
The Board of Directors sets non-employee director compensation, which is designed to provide competitive
compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of
TripAdvisor common stock to further align directors’ interests with those of our stockholders. Each non-
employee director of TripAdvisor is entitled to receive the following compensation:
• an annual cash retainer of $50,000, paid in equal quarterly installments;
• an RSU award with a value of $150,000 (based on the closing price of TripAdvisor’s common stock on
the NASDAQ Stock Market on the date of grant), upon such director’s initial election to office and on
December 15th of each year, subject to vesting in three equal installments commencing on the first
anniversary of the grant date and, in the event of a Change in Control (as defined in the 2011 Plan), full
acceleration of vesting;
• an annual cash retainer of $20,000 for each member of the Audit Committee (including the Chairman) and
$15,000 for each member of the Compensation Committees (including the Chairperson); and
• an additional annual cash retainer of $10,000 for each of the Chairman of the Audit Committee and the
Chairperson of the Compensation Committees.
We also pay reasonable travel and accommodation expenses of the non-employee directors in connection
with their participation in meetings of the Board of Directors.
TripAdvisor employees do not receive compensation for services as directors. Accordingly, Mr. Kaufer does
not receive any compensation for his service as a director.
Non-Employee Director Deferred Compensation Plan
Under TripAdvisor’s Non-Employee Director Deferred Compensation Plan, the non-employee directors
may defer all or a portion of their directors’ fees. Eligible directors who defer their directors’ fees may elect to
have such deferred fees (i) applied to the purchase of share units representing the number of shares of
TripAdvisor common stock that could have been purchased on the date such fees would otherwise be payable or
(ii) credited to a cash fund. If any dividends are paid on TripAdvisor common stock, dividend equivalents will be
credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the
average “bank prime loan” rate for such year identified in the U.S. Federal Reserve Statistical Release. Upon
termination of service as a director of TripAdvisor, a director will receive (1) with respect to share units, such
number of shares of TripAdvisor common stock as the share units represent and (2) with respect to the cash fund,
a cash payment. Payments upon termination will be made in either one lump sum or up to five installments, as
elected by the eligible director at the time of the deferral election.
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