TripAdvisor 2014 Annual Report Download - page 147

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TripAdvisor also sponsors a Global Personal Travel Reimbursement program generally available to all employees, including our
named executive officers, that provides for reimbursement of up to $750 a year for leisure travel that is arranged using one of the
TripAdvisor Media Group family of products and provides all employees, including our named executive officers, an annual holiday
bonus in the form of a gift card as well as a tax gross-up payment on the value of the gift card.
Compensation Program Policies
Executive Compensation Recovery
TripAdvisor has an executive compensation recovery, or clawback, provision in our form of award agreements providing for
recoupment of equity compensation. Each of TripAdvisor’s equity award documents provides that in the event an employee is
terminated for Cause (as defined in the 2011 Plan) or resigns within two years after any event or circumstance that would have been
grounds for termination of employment for Cause, then the employee agrees that certain equity securities issued to such employee
(whether or not vested) may be forfeited and cancelled in their entirety upon such termination of employment. In such event,
TripAdvisor may cause the employee to either (i) return the equity securities or shares of common stock issued upon exercise or
vesting of such securities, or (ii) pay to TripAdvisor an amount equal to the aggregate amount, if any, that the employee had
previously realized in respect of any and all shares of common stock acquired upon exercise or vesting of such equity awards.
We intend to adopt a general clawback policy covering our annual and long-term incentive award plans and arrangements or
amend our existing documents once the SEC adopts final rules implementing the requirement of Section 954 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act
Insider Trading and Hedging Policy
TripAdvisor has adopted an Insider Trading Policy covering our directors, officers, employees and consultants designed to
ensure compliance with relevant SEC regulations, including insider trading rules. TripAdvisor’s insider trading policy also prohibits
directors, officers, employees and consultants from engaging in various types of transactions in which they may profit from short-term
speculative swings in the value of TripAdvisor securities. These transactions include “short sales” (or selling borrowed securities
which the sellers hopes can be purchased at a lower price in the future), “put” and “call” options (or publicly available rights to sell or
buy securities within a certain period of time at a specified price or the like) and hedging transactions, such as zero-cost collars and
forward sale contracts. The policy also prohibits the pledge or use of company securities as collateral in a margin account or collateral
for a loan.
The Role of Competitive Compensation Market Data
Management considers multiple data sources when reviewing compensation information to ensure that the data reflects
compensation practices of relevant companies in terms of size, industry and geographic location. Among other factors, management
considers the following information in connection with its recommendations to the Compensation Committees regarding
compensation for our named executive officers:
x Data from salary and equity compensation surveys that include companies of a similar size, based on market capitalization,
revenues and other factors, and
x Data regarding compensation for certain executive officer positions (e.g., chief executive officer and chief financial officer)
from recent proxy statements and other SEC filings of peer companies, which include: (i) direct industry competitors, and
(ii) non-industry companies with which TripAdvisor commonly competes for talent (including both regional and national
competitors).
In the summer of 2013, the Compensation Committees retained Compensia to review the existing compensation peer group and
to recommend possible changes. Our business model is somewhat unique. We use our innovative technology systems and software to
attract users and then facilitate transactions between our business partners and those users. Accordingly, Compensia recommended
certain changes to the compensation peer group, including focusing on publicly-traded companies in the business to consumer
(“B2C”) and software industries.