TripAdvisor 2014 Annual Report Download - page 142

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20
One of the primary objectives of our compensation philosophy is to design and support pay opportunities that align with our
performance and ultimately result in strong long-term value creation for our stockholders. The significant weighting of long-term
incentive compensation ensures that our named executive officers’ primary focus is sustained long-term performance, while our short-
term incentive compensation motivates consistent annual achievement. The following chart illustrates the percentage of compensation
which is fixed versus variable and the allocation between short and long-term compensation.
(1) For our CEO and Other NEOs, Fixed Compensation consists solely of 2014 annualized base salary. For our CEO, Variable Compensation consists of 2014
target annual cash bonus and the grant date fair-value of the CEO’s 2013 equity grant, prorated for the portion of service period attributed to 2014, given that
our CEO did not receive a 2014 equity grant and will not receive another equity grant until at least August 2017. For Other NEOs, Variable Compensation
consists of 2014 target annual cash bonus and the 2014 target grant date value of annual equity awards as disclosed in the Summary Compensation Table.
(2) For our CEO and Other NEOs, short-term incentive compensation consists of 2014 target annual cash bonus. For our CEO, long-term incentive compensation
consists of grant date fair-value of the CEO’s 2013 equity grant, prorated for the portion of service period attributed to 2014, given that our CEO did not receive
an equity grant in 2014 and will not receive another equity grant until August 2017. For Other NEOs, short-term incentive compensation consists of 2014 target
annual cash bonus, while long-term incentive compensation is defined as target grant date value of annual equity awards as disclosed in the Summary
Compensation Table.
(3) The Other NEO compensation reflected in the tables above reflects the compensation averages for Ms. Bradley, Mr. Kalvert, and Mr. Halpin. Ms. Seidenberg is
excluded given that her new-hire compensation is not representative of our annual executive compensation.
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:
x the named executive officer’s total compensation relative to other executives in similarly situated positions,
x his or her individual performance relative to performance goals established between our CEO and President of the named
executive officer,
x his or her responsibilities, prior experience, and individual compensation history, including any non-standard compensation,
x the terms of his or her employment agreement, if any,
x competitive compensation market data, when available,