TripAdvisor 2014 Annual Report Download - page 146

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After review and consideration of the recommendations of management and the President and Chief Executive Officer (other
than with respect to awards for himself), the Section 16 Committee decides whether to grant equity awards to our named executive
officers. After consideration of the factors discussed above, in February 2014, the Section 16 Committee granted the equity awards
described below.
Name
Grant Date Fair
Value
Number of Stock
Options Number of RSUs
Julie Bradley ......................................................................... $ 2,105,226 33,584 5,432
Seth Kalvert .......................................................................... $ 1,537,430 24,526 3,967
Dermot M. Halpin ................................................................ $ 749,787 7,973 3,869
In August 2013, the Section 16 Committee granted an option to purchase 1,100,000 shares of TripAdvisor common stock to Mr.
Kaufer, which will vest in equal installments on each of the fourth and fifth anniversaries of the award date of the grant, subject to Mr.
Kaufer’s continuous employment with, or performance of services for, TripAdvisor or one of its subsidiaries or affiliates and his being
in good standing through each such vesting date. In consideration of this award, Mr. Kaufer is subject to non-competition and non-
solicitation covenants that apply during his employment and until 18 months immediately following the termination of his
employment for any reason. In recognition of the size of the stock option granted to Mr. Kaufer in August 2013, the Section 16
Committee indicated its expectation that Mr. Kaufer would not be eligible for another equity award until August 2017, and,
accordingly, Mr. Kaufer was not granted an equity award in 2014.
In February 2014, the Compensation Committee considered Mr. Halpin’s outstanding February 2013 performance grant of an
option to purchase 100,000 shares of common stock. The first tranche of the award, relating to 33 1/3% of the shares underlying the
stock option award, or 33,333 shares, was scheduled to vest on December 31, 2013 subject to achievement of certain interim
performance targets. Given that business priorities affected the achievement of these interim performance targets, Mr. Kaufer
recommended, and the Compensation Committee approved, a modification of the performance-based stock option such that the
33,333 shares underlying the award that had been scheduled to vest on December 31, 2013 would instead vest on December 31, 2014,
subject to Mr. Halpin’s continued employment at TripAdvisor. Please refer to the Grants of Plan Based Awards table for the
incremental expense related to this modification. Vesting of the remaining 66,667 shares underlying that portion of the award will
vest on February 1, 2016, subject to the achievement of performance metrics related to revenue and EBITDA.
In August 2014, Ms. Seidenberg joined TripAdvisor in connection with the Viator acquisition. Upon the close of the
acquisition, Ms. Seidenberg was granted stock options and RSUs in the amounts below to motivate, retain, and align her interests with
those of our stockholders. In addition, TripAdvisor assumed Ms. Seidenberg’s Viator stock options covering a total of 24,943 shares
that were not exchanged for cash in connection with the transaction, details of which can be found in the Outstanding Equity Awards
at Fiscal Year End table.
Name
Grant Date Fair
Value
Number of Stock
Options Number of RSUs
Barrie Seidenberg ................................................................. $ 2,017,744 11,215 15,880
Employee Benefits
In addition to the primary elements of compensation described above, our named executive officers also participate in employee
benefits programs available to our employees generally, including, for named executive officers residing in the United States, the
TripAdvisor Retirement Savings Plan. Under this plan, TripAdvisor matches 50% of each dollar a participant contributes, up to the
first 6% of eligible compensation, subject to tax limits. Prior to his relocation from the United Kingdom to the United States, Mr.
Halpin participated in our UK pension scheme, pursuant to which we match 100% of participant contributions, up to the first 5% of
eligible compensation.
In addition, we provide other benefits to our named executive officers on the same basis as all of our domestic employees
generally. These benefits include group health (medical, dental, and vision) insurance, group disability insurance, and group life
insurance.
In situations where a named executive officer is required to relocate, TripAdvisor also provides relocation benefits, including
reimbursement of moving expenses, temporary housing and other relocation expenses as well as a tax gross-up payment on the
relocation benefits. In 2014, Mr. Halpin relocated from the United Kingdom to our corporate headquarters in Newton, Massachusetts
and received such relocation support as disclosed in the Summary Compensation Table.