Orbitz 2012 Annual Report Download - page 13

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Chris Orton, age 39, has served as President, Orbitz.com and CheapTickets since August 2011. Previously, Mr. Orton
served as Senior Vice President, Chief Marketing Officer, from July 2010 to August 2011. Prior to joining the Company, Mr.
Orton worked for eBay, Inc. from June 2003 to June 2010 and held various positions in data warehousing and internet
marketing. Most recently, Mr. Orton was Senior Director of Internet Marketing at eBay, responsible for its paid search,
shopping comparison, search engine optimization, affiliates and display marketing channels. Prior to joining eBay, he spent
eight years doing CRM and ERP consulting at Kana Software, PricewaterhouseCoopers and Andersen Consulting (Accenture).
Mr. Orton has an MBA from the University of California, Berkeley and a BA degree in Economics and International Relations
from the University of California, Davis.
Jim Rogers, age 60, has served as Senior Vice President, General Counsel and Corporate Secretary since August 2012
and is responsible for leading the Company's global legal team as well as its compliance, corporate affairs and government
relations functions. Mr. Rogers previously served from June 2010 to July 2012 as General Counsel of TLC Vision, a private-
equity backed company that is North America's leading eye-care services provider. Before that, Mr. Rogers had practiced
corporate and communications law from 1981 to 2009 at Latham & Watkins LLP in Washington, DC, the last 21 years as a
partner. Mr. Rogers is a graduate of Columbia Law School, holds an MPA in Economics and Public Affairs from Princeton
University, and received his BA from Yale University in Economics. Mr. Rogers serves on the Board of Directors of The
Appleseed Foundation, and he previously served as co-chairman of the board.
Tamer Tamar, age 38, has served as Senior Vice President of International since March 2011 and President of ebookers
since July 2009. Previously, Mr. Tamar served as Vice President of Europe and Middle East (EMEA) distribution for Expedia
from February 2008 to July 2009. From 2004 to 2008, Mr. Tamar served in a variety of roles at Expedia, including managing
Expedia's EMEA car businesses, leading the strategy and corporate development function for the EMEA region, and heading up
the Expedia UK business. Prior to joining Expedia, Mr. Tamar worked as a Management Consultant for A.T. Kearney in
Chicago and London. Mr. Tamar holds an MBA from MIT and a BA in Mathematics and Economics from Franklin & Marshall
College.
Item 1A. Risk Factors
Travelport and its controlling holders control us and may have strategic interests that differ from ours or the interests of our
other stockholders.
Currently, Travelport and investment funds that own or control Travelport's ultimate parent company beneficially own
approximately 53% of our outstanding common stock and therefore indirectly control us. Moreover, our certificate of
incorporation provides that Travelport has a variety of rights, including the right to approve all nominees for our Board of
Directors. Travelport and its controlling holders own sufficient shares to determine the outcome of any actions requiring the
approval of our stockholders, including adopting most amendments to our certificate of incorporation and approving or
rejecting proposed mergers or sales of all or substantially all of our assets.
The interests of Travelport's controlling holders may differ from those of our public stockholders in material respects.
Travelport's controlling holders and their affiliates are in the business of making investments in companies and maximizing the
return on those investments. They currently have, and may from time to time in the future acquire, interests in businesses that
directly or indirectly compete with certain portions of our business or our suppliers or customers or firms with which we do
business, such as the Travelport GDSs.
In addition, Travelport's interests may differ from ours particularly in the context of our respective arrangements with
suppliers. During the term of our current GDS service agreement with Travelport (the “Travelport GDS Service Agreement”),
which ends December 31, 2014, we are limited in our ability to utilize alternative GDS options or direct connections with
suppliers. If Travelport alters its commercial relationships with a supplier that is also a suppliers of ours, these actions could
make us a less attractive distribution channel to that supplier, who could attempt to terminate or renegotiate its agreements with
us, potentially placing us at a competitive disadvantage relative to other OTCs. See “We are dependent on Travelport for our
GDS services” below. In addition, Travelport's suppliers, many of which are also major suppliers to us, may seek to exert
commercial leverage over us in an effort to obtain concessions from Travelport, which could negatively affect our access to
travel offerings and adversely affect our business and operating results. In recognition of the fact that Travelport's interests may
differ from ours, our Audit Committee, in accordance with applicable listing and regulatory requirements and principles of
good corporate governance, takes an active role in reviewing and approving any agreement involving more than $120,000 of
payments or receipts in which Travelport (or any other related party) has an interest (such as any renewal or replacement of the
Travelport GDS Service Agreement).