TripAdvisor 2014 Annual Report Download - page 144

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Annual cash incentive bonuses awarded to our named executive officers for 2014 were subject to the achievement of
performance goals relating either to stock price performance or revenue, which were satisfied. These performance goals were designed
to permit TripAdvisor to deduct all named executive officer compensation for 2014 in accordance with Section 162(m) of the Code.
Specifically, the cash bonuses awarded to our named executive officers in 2014 were subject to the satisfaction of one of the following
performance goals:
x The revenues of TripAdvisor in any of the three consecutive calendar quarters beginning with the second quarter of 2014
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
x 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 February 6, 2014, which was $77.14 per share, on any 30 trading days during the period
beginning February 7, 2014 and ending December 31, 2014 (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 substantial uncertainty when established.
The Compensation Committees may exercise negative discretion in making the annual cash bonus awards. As a result, while
performance targets were used in setting compensation under this plan, ultimately the levels of those targets and the Compensation
Committees’ use of negative discretion typically result in the award of compensation as if the annual incentive plan were operating as
a discretionary plan.
After consideration of the factors discussed above (including confirmation of satisfaction of the performance goals established
for the Company and individual performance goals established between our CEO and President and the named executive officers), the
Compensation Committees awarded 2014 cash bonuses to our named executive officers. The table below describes, for each named
executive officer other than Ms. Seidenberg, the target bonus for 2014, the actual bonus paid and percentage of bonus paid relative to
target.
Name
Target Bonus as %
of Base Salary Target Cash Bonus Cash Bonus Award
Percentage of
Award to Target
Stephen Kaufer ...................................... 100% $ 500,000 $ 700,000 140%
Julie Bradley .......................................... 66% $ 262,020 $ 235,818 90%
Seth Kalvert ........................................... 50% $ 192,500 $ 192,500 100%
Dermot M. Halpin ................................. 50% £ 151,185 £ 139,090 92%
(1) Mr. Halpin’s annual cash bonus was paid in GBP and the amounts set forth above represent $249,213 and $229,276,
respectively, when converted to USD using an exchange rate of 1.6484 USD to 1 GBP.
Ms. Seidenberg joined TripAdvisor in August 2014 upon the consummation of the acquisition of Viator by TripAdvisor.
Pursuant to the terms of her employment agreement, Ms. Seidenberg remained on the Viator bonus program through the end of 2014.
As a result, she was eligible to receive a quarterly target bonus of $18,750 for the second, third, and fourth quarters of 2014 as well as
a target annual bonus of $75,000. Such payouts were made with consideration for Viator business and financial performance,
although specific targets were not set. The table below describes Ms. Seidenberg’s 2014 target bonuses, the actual bonus paid and
percentage of bonus paid relative to target.
Performance Period Target Cash Bonus Cash Bonus Award
Percentage of
Award to Target
Second Quarter ..................................................................... $ 18,750 $ 15,000 80%
Third Quarter ........................................................................ $ 18,750 $ 18,750 100%
Fourth Quarter ...................................................................... $ 18,750 $ 18,750 100%
Annual .................................................................................. $ 75,000 $ 84,375 113%
Total ..................................................................................... $ 131,250 $ 136,875 104%