TripAdvisor 2014 Annual Report Download - page 130

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Seth J. Kalvert has served as Senior Vice President, General Counsel and Secretary of TripAdvisor since August 2011. Prior to
joining TripAdvisor, Mr. Kalvert held positions at Expedia, which he joined in March 2005, most recently as Vice President and
Associate General Counsel beginning in February 2006. Prior to that, from July 2001 to March 2005, Mr. Kalvert held a variety of
internal legal positions at IAC and its subsidiaries. Previously, Mr. Kalvert held a business development position at Bolt Media Inc., a
privately-held online social networking and e-commerce company, and was an associate at Debevoise & Plimpton, LLP, a New York
law firm. Mr. Kalvert holds an A.B. degree from Brown University and a J.D. degree from Columbia Law School.
Dermot M. Halpin has served as President of the Vacation Rentals division at TripAdvisor since December 2011. Mr. Halpin
served as a Board member, commencing June 2009 and CEO commencing November 2009 of Autoquake, a venture-backed consumer
Internet business, until his resignation in March 2011. Prior to Autoquake, from October 2001 to December 2008, Mr. Halpin worked
at Expedia, Inc., most recently serving as President of Expedia EMEA (Europe, Middle East and Africa). Before joining Expedia,
Dermot worked at several technology-driven businesses. Mr. Halpin holds an MBA from INSEAD and studied engineering at
University College Dublin, Ireland.
Barrie Seidenberg has served as the Chief Executive Officer of the Attractions division at TripAdvisor since TripAdvisor
acquired Viator, Inc., (“Viator”), in August 2014. Ms. Seidenberg joined Viator as President in 2005 and took on the additional role
of CEO in 2008. Before joining Viator, Ms. Seidenberg was Chief Marketing Officer at Preview Travel, one of the early leaders in
online travel. She has previously held senior-level positions with Atinera, Williams-Sonoma and American Express. Ms. Seidenberg
received a B.A. from Yale University and an M.B.A. from the Stanford Graduate School of Business.
Board of Directors
Director Independence
Under the NASDAQ Stock Market Listing Rules (the “NASDAQ Rules”), the Board has a responsibility to make an affirmative
determination that those members of the Board who serve as independent directors do not have any relationships that would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director. In connection with the independence
determinations described below, the Board reviewed information regarding transactions, relationships and arrangements relevant to
independence, including those required by the NASDAQ Rules. This information is obtained from director responses to questionnaires
circulated by management, as well as our records and publicly available information. Following this determination, management
monitors those transactions, relationships and arrangements that were relevant to such determination, as well as solicits updated
information potentially relevant to independence from internal personnel and directors, to determine whether there have been any
developments that could potentially have an adverse impact on the Board’s prior independence determination.
The Board of Directors has determined that each of Ms. Singh Cassidy and Messrs. Miller, Nishar, Philips, Rascoff and
Wiesenthal is an “independent director” as defined by the NASDAQ Rules. In making its independence determinations, the Board of
Directors considered the applicable legal standards and any relevant transactions, relationships or arrangements. In addition to the
satisfaction of the director independence requirements set forth in the NASDAQ Rules, members of the Audit Committee and
Compensation Committee have also satisfied separate independence requirements under the current standards imposed by the SEC
and the NASDAQ Rules for audit committee members and by the SEC, NASDAQ Rules and the Internal Revenue Service for
compensation committee members.
Controlled Company Status
On August 27, 2014, the entire beneficial ownership of our common stock and Class B common stock held by Liberty was
transferred to LTRIP. Simultaneously, Liberty, LTRIP’s former parent company, distributed, by means of a dividend, to the holders
of its Liberty Ventures common stock, Liberty’s entire equity interest in LTRIP. We refer to this transaction as the Liberty Spin-
Off. As a result of the Liberty Spin-Off, effective August 27, 2014, LTRIP became a separate, publicly traded company and 100% of
Liberty’s interest in TripAdvisor was held by LTRIP.
As of the record date, LTRIP beneficially owned 18,159,752 shares of our common stock and 12,799,999 shares of our Class B
common stock, which shares constitute 13.9% of the outstanding shares of common stock and 100% of the outstanding shares of Class
B common stock, respectively. Assuming the conversion of all of LTRIP’s shares of Class B common stock into common stock,
LTRIP would beneficially own 21.6% of the outstanding common stock. Because each share of Class B common stock generally is
entitled to ten votes per share and each share of common stock is entitled to one vote per share, LTRIP may be deemed to beneficially
own equity securities representing approximately 56.5% of our voting power. LTRIP has filed a Statement of Beneficial Ownership on
Schedule 13D with respect to its TripAdvisor holdings and related voting arrangements with the SEC.