TripAdvisor 2014 Annual Report Download - page 131

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The NASDAQ Rules exempt “controlled companies,” or companies of which more than 50% of the voting power is held by an
individual, a group or another company, such as TripAdvisor, from certain governance requirements under the NASDAQ Rules,
including, among other items, the requirement that our Board of Directors be comprised of a majority of independent directors. On
this basis, TripAdvisor is relying on the exemption for controlled companies from certain requirements under the NASDAQ Rules,
including, among others, the requirement that the Compensation Committee be composed solely of independent directors and certain
requirements relating to the nomination of directors. We may, in the future, rely on other exemptions available to a controlled
company, including, among others, the requirement that a majority of the Board of Directors be composed of independent directors.
Board Leadership Structure
Mr. Maffei serves as the Chairman of the Board of Directors, and Mr. Kaufer serves as President and Chief Executive Officer of
TripAdvisor. The roles of Chief Executive Officer and Chairman of the Board of Directors are currently separated in recognition of
the differences between the two roles. This leadership structure provides us with the benefit of Mr. Maffei’s oversight of
TripAdvisor’s strategic goals and vision, coupled with the benefit of a full-time Chief Executive Officer dedicated to focusing on the
day-to-day management and continued growth of TripAdvisor and its operating businesses. We believe that it is in the best interests of
our stockholders for the Board of Directors to make a determination regarding the separation or combination of these roles each time it
elects a new Chairman or Chief Executive Officer based on the relevant facts and circumstances applicable at such time.
Independent members of the Board of Directors chair our Audit Committee, Compensation Committee and Section 16
Committee.
Meeting Attendance
The Board of Directors met eight times in 2014. During such period, each member of the Board of Directors attended at least
75% of the meetings of the Board and the Board committees on which they served. The independent directors meet in regularly
scheduled sessions, typically before or after each Board meeting, without the presence of management. We do not have a lead
independent director or any other formally appointed leader for these sessions. Directors are encouraged but not required to attend
annual meetings of TripAdvisor stockholders. All of the incumbent directors who were directors at the time have historically attended
the annual meetings of stockholders.
Committees of the Board of Directors
The Board of Directors has the following standing committees: the Audit Committee, the Compensation Committee, the
Section 16 Committee and the Executive Committee. The Audit, Compensation and Section 16 Committees operate under written
charters adopted by the Board of Directors. These charters are available in the “Corporate Governance” section of the Investor
Relations page of TripAdvisor’s corporate website at ir.tripadvisor.com. At each regularly scheduled Board meeting, the Chairperson
of each committee provides the full Board of Directors with an update of all significant matters discussed, reviewed, considered and/or
approved by the relevant committee since the last regularly scheduled Board meeting. The independent membership of our Audit,
Compensation and Section 16 Committees ensures that directors with no ties to Company management are charged with oversight for
all financial reporting and executive compensation related decisions made by Company management.
The following table sets forth the current members of each committee of the Board of Directors.
Name
Audit
Committee
Compensation
Committee
Section 16
Committee
Executive
Committee
Gregory B. Maffei .................................................................. — X — X
Stephen Kaufer ....................................................................... — — — X
Jonathan F. Miller* ................................................................ X — — —
Dipchand (Deep) Nishar* ....................................................... — — — —
Jeremy Philips* ...................................................................... — X X —
Spencer M. Rascoff * ............................................................. X — — —
Christopher W. Shean ............................................................ — — — X
Sukhinder Singh Cassidy* ..................................................... — Chair Chair —
Robert S. Wiesenthal* ............................................................ Chair — — —
* Independent director