Booking Holdings Inc. Common Stock · NASDAQ:BKNG
Booking Holdings Inc. Common Stock — Shareholder Meeting (May 2021)
30 slides from Booking Holdings Inc. Common Stock's shareholder meeting presentation, May 6, 2021
Slide 1: Shareholder Engagement May 2021
Shareholder Engagement May 2021 1
Slide 2: Disclaimer: Special Note Regarding Forward-Looking Statements
Disclaimer 2 Special Note Regarding Forward-Looking Statements This presentation contains forward-looking statements. These forward-looking statements reflect our views regarding current expectations and projections about future events and conditions and are based on currently available information.
Slide 3: Agenda
Agenda • Business Overview and Response to COVID-19 • Executive Compensation • Corporate Governance • Sustainability • Voting Items • Appendix: Non-GAAP Financial Information 1 2 3 4 5 3 6
Slide 4: Business Overview and Response to COVID-19
Business Overview and Response to COVID-19 4
Slide 5: Booking Holdings Overview
20,300 employees as of December 31, 2020 Portfolio of Leading Brands Booking Holdings Overview 5 Our mission is to make it easier for everyone to experience the world World’s leading brand for booking online accommodation reservations (based on room nights booked) A leading brand for booking online
Slide 6: History of Strong Top-Line Growth Prior to 2020
History of Strong Top-Line Growth Prior to 2020 6 (1) Gross Profit shown for 2015 – 2017. Revenue(1) Room Nights (figures in millions) (figures in billions) -58% vs. 2019 -55% vs. 2019 ✓ As a result of the unprecedented disruption to the global travel industry from the COVID-19 Pandemic in 2020, Roo
Slide 7: History of Strong Profitability and Cash Flow
Adj. EBITDA(1) History of Strong Profitability and Cash Flow 7 Cash Flow from Operations GAAP Net Income (figures in billions) (figures in billions) -99% vs. 2019 (1) Adjusted EBITDA is a “Non-GAAP financial measure,” (NFM), as such term is defined by the SEC, and may differ from Non-GAAP financial
Slide 8: Response to COVID-19 pandemic actions
✓ 2020 presented the biggest disruption to modern global travel the world has ever seen due to the COVID-19 pandemic and the resulting implementation of travel restrictions and bans by governments throughout the world ✓ We took several actions to mitigate the impact of the pandemic on (1) our employ
Slide 9: Executive Compensation
Executive Compensation BOOKING HOLDINGS ooeooo
Slide 10: Executive Compensation Executive Summary and Guiding Principles
(1) Source: Mercer (2) Stock-based compensation (“SBC”) expense as a percentage of pre-SBC Adjusted EBITDA. Executive Summary ● Our current/potential dilution at the end of 2019 were the 2nd-lowest among our peer group(1) ● Our 3-year average run rate from 2017-2019 was significantly lower than the
Slide 11: History of Responsibly Using Equity: BKNG vs. Peers
SBC Expense as a % of Market Cap.(2) SBC Expense as a % of EBITDA(1) (1) Stock-based compensation (“SBC”) expense as a percentage of pre-SBC Adjusted EBITDA. (2) SBC expense as a percentage of market capitalization as of December 31st of each respective year. 11 History of Responsibly Using Equity:
Slide 12: Key Compensation Policies
12 ✘ We Do Not ✓ We Do ✓ Tie Pay to Performance ✓ Use “double triggers” in our severance agreements and equity awards ✓ Have significant stock ownership guidelines ✓ Have a clawback policy ✓ Conduct an annual risk assessment of our executive officer compensation program ✓ Cap the bonus pool from whi
Slide 13: Compensation Philosophy: Pay for Performance
● Above market target bonus percentages ● 190% - 250% for our NEOs Compensation Philosophy: Pay for Performance Variable compensation, tied to Company and individual performance, is the lever that adjusts total compensation Short-Term Incentive Base Salary Other Long-Term Incentive ● Below market ba
Slide 14: Pay for Performance
14 100% 3-year cliff vesting PSUs Payment range 0x - 2x At the beginning of 2020, we had expected to measure NEO performance based on two financial metrics: Compensation EBITDA and Compensation Revenue Pay for Performance The program has historically been substantially performance based, combining s
Slide 15: 2020 Executive Compensation Decisions
15 2020 Executive Compensation Decisions Due to our inability during 2020 to reasonably project future business performance - especially over a long period such as three years - and set appropriate financial performance goals for three-year PSUs, the compensation program originally planned for 2020
Slide 16: 2020 CEO Compensation Comparison
2020 CEO Compensation Comparison 16 Booking Holdings All Peer Average (excl. ABNB)(1) All Peer Median (excl. ABNB)(1) Salary(2) $750,000 $1,046,403 $1,000,000 Target Bonus(2) 250% 161% 175% Actual Bonus $0 $3,258,268 $2,094,000 2020 LTI $6,954,041 $23,765,519 $21,500,000 All Other Comp. $30,707 $3,1
Slide 17: David Goulden - 2020 LTI
17 David Goulden - 2020 LTI When Granted Nominal Value $10 million Rationale November 2020 $7 million Long Term Incentive Award for 2020 August 2020 Special PSU awards (“Strategic PSUs”) were designed uniquely for Mr. Goulden - the goals relate to improvements & specific milestones in the areas of R
Slide 18: Modifications to Prior Year PSUs
● Unlike most companies, which typically grant a mixture of RSUs and PSUs, our historical annual NEO long-term incentive programs were 100% PSU-based, which meant that all of the long term incentive awards were “at risk” for our executives (0x - 2x) ● With the outbreak of the COVID-19 pandemic, whic
Slide 19: Decisions taken for 2021
19 Decisions taken for 2021 While the 2021 equity awards will be described more fully in our 2022 proxy statement: ● The program was modified to include a mix of PSUs and RSUs ● On a one-time basis, the Compensation Committee provided for certain additional shorter-term PSUs (1-year and 2-year PSUs)
Slide 20: Corporate Governance
Corporate Governance BOOKING HOLDINGS ooeooo
Slide 21: The Booking Holdings Board of Directors Nominees
The Booking Holdings Board of Directors Nominees Lead Independent Director Corporate Governance Highlights ● Our Board exhibits a strong mix of desired attributes, including business experience, tenure, age, diversity and independence ● Independent Chair and Lead Independent Director ● Board has und
Slide 22: Sustainability
Sustainability BOOKING HOLDINGS ooeooo
Slide 23: Facilitating sustainable travel
23 We believe we have a responsibility to help ensure the world remains worth experiencing and to promote a more sustainable travel industry - culturally, environmentally and socioeconomically. Facilitating sustainable travel ● We are supporting our partners’ efforts to make their products and opera
Slide 24: Diversity, Inclusion and Belonging
24 We aspire to reflect the dynamic populations of our customers and the destinations we help people visit as we work together to make it easier for everyone to experience the world. Leadership at the Top ● NCG Committee has a policy to consider diversity as a factor in recommending persons for elec
Slide 25: Voting Items
Voting Items BOOKING HOLDINGS ooeooo
Slide 26: Voting Items
Voting Items 26 Proposal Board Recommendation 1 Election of Directors ✓ Please vote FOR each of the Board of Directors’ nominees 2 Advisory Vote to Approve 2020 Executive Compensation ✓ Please vote FOR the Company’s Say on Pay 3 Management Proposal to Amend the Company’s Equity Compensation Plan ✓ P
Slide 27: Appendix: Non-GAAP Financial Information
Appendix: Non-GAAP Financial Information 27
Slide 28: Unaudited Reconciliation of GAAP to Non-GAAP Financial Information
28 Appendix: Unaudited Reconciliation of GAAP to Non-GAAP Financial Information (figures in millions) Note: Figures may not sum due to rounding.
Slide 29: Unaudited Reconciliation of GAAP to Non-GAAP Financial Information
29 Appendix: Unaudited Reconciliation of GAAP to Non-GAAP Financial Information (a) Favorable adjustment to OpenTable’s loyalty program liability related to changes introduced in the 1st quarter of 2018 to the program and is excluded from Net income to calculate Adjusted EBITDA. (b) Adjustments rela
Slide 30: Unaudited Reconciliation of GAAP to Non-GAAP Financial Information
30 Appendix: Unaudited Reconciliation of GAAP to Non-GAAP Financial Information (figures in millions) Note: Figures may not sum due to rounding. (k) Additions to property and equipment and the acquisition of land-use rights are included in the calculation of Free cash flow.