Booking Holdings Inc. Common Stock · NASDAQ:BKNG
Booking Holdings Inc. Common Stock — Shareholder Meeting (May 2022)
21 slides from Booking Holdings Inc. Common Stock's shareholder meeting presentation, May 26, 2022
Slide 1: Spring 2022 Stockholder Engagement
Spring 2022 Stockholder Engagement 1
Slide 2: Agenda
Agenda • Business Overview • Executive Compensation • Corporate Governance, Sustainability, and Voting Items 1 2 3 2
Slide 3: Business Overview
Business Overview BOOKING HOLDINGS no8og00 :
Slide 4: Booking Holdings Overview
Our strategy to demonstrate global leadership in online travel and related services involves: ● making it easy for people to find, book, pay for, and experience travel ● comprehensive choices and prices for consumers ● platforms, tools, and insights to our business partners ● operating our business
Slide 5: Recovering from the Impact of COVID-19
Recovering from the Impact of COVID-19 5 (1) Gross Profit shown for 2015 – 2017. Revenue(1) Room Nights (figures in millions) (figures in billions) ✓ In 2021, Room Nights and Revenue recovered from the unprecedented disruption of COVID-19 in 2020 by 66% and 61% year-over-year, respectively ✓ We have
Slide 6: History of Strong Profitability and Cash Flow
Adjusted EBITDA(1) History of Strong Profitability and Cash Flow 6 GAAP Earnings Per Share GAAP Net Income (figures in billions) (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 measures used by other companies.
Slide 7: Executive Compensation
Executive Compensation BOOKING HOLDINGS ooeooo 7
Slide 8: Executive Compensation Summary
Executive Compensation Summary (1) Source: Semler Brossy (2) See Appendix for historical Stock-Based Compensation Expense versus Peers. 8 ● ~90%+ support each year since our first Say-on-Pay vote in 2011. ● We conduct a robust biannual stockholder engagement process to collect feedback from stockhol
Slide 9: CEO Compensation Through the Pandemic
9 CEO Compensation Through the Pandemic ● The compensation reflects our CEO’s leadership through the pandemic and the company’s strong performance relative to peers ● Our CEO’s 2021 actual compensation of $29.9M is below the median of target compensation for CEOs at our peers ● The adjustments to pr
Slide 10: Corporate Governance, Sustainability, and Voting Items
Corporate Governance, Sustainability, and Voting Items 10
Slide 11: The Booking Holdings Board of Directors Nominees
The Booking Holdings Board of Directors Nominees Lead Independent Director Board Highlights ● Strong mix of business experience, tenure, age, diversity, and independence ● Independent Chair and Lead Independent Director ● Added 5 new independent directors in the past 5 years Sumit Singh CEO, Chewy,
Slide 12: Sustainability
12 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. Sustainability Non-Financial Sustainable Metrics Audit Committee Our Sustainability Governance General Su
Slide 13: Our Climate Strategy
Our Climate Strategy (1) From 2019 baseline 13 We released our Climate Action Plan in March 2022 following extensive engagement with stockholders and internal and external stakeholders. The Plan has three pillars: Operating our business sustainably and building a culture of sustainability ● 100% ele
Slide 14: Leadership at the Top
14 Leadership at the Top ● Compensation Committee is tasked with oversight of human capital management, including diversity, inclusion, and belonging, Company culture, employee engagement and talent recruitment, development, and retention. Diversity, Inclusion, and Belonging ● We publish our consoli
Slide 15: Voting Items
Voting Items 15 Proposal Board Recommendation 1 Election of Directors ✓ Please vote FOR each of the Board of Directors’ nominees 2 Advisory Vote to Approve 2021 Executive Compensation ✓ Please vote FOR the Company’s Say on Pay 3 Ratification of Deloitte & Touche LLP as Independent Registered Public
Slide 16: Appendix: Stock-Based Compensation Expense Non-GAAP Financial Information
Appendix: Stock-Based Compensation Expense Non-GAAP Financial Information 16
Slide 17: Appendix: History of Responsibly Using Equity: BKNG vs. Peers
SBC Expense as a % of Market Cap.(2) SBC Expense as a % of EBITDA(1) Source: company filings. (1) Stock-based compensation (“SBC”) expense as a percentage of pre-SBC Adjusted EBITDA. Note, companies with negative Adjusted EBITDA are excluded from the analysis. (2) SBC expense as a percentage of mark
Slide 18: Appendix: Unaudited Reconciliation of GAAP to Non-GAAP Financial Information
18 Appendix: Unaudited Reconciliation of GAAP to Non-GAAP Financial Information (figures in millions) Note: Figures may not sum due to rounding.
Slide 19: Appendix: Unaudited Reconciliation of GAAP to Non-GAAP Financial Information
19 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, which is excluded from Net income to calculate Adjusted EBITDA. (b) Adjustments r
Slide 20: Appendix: Unaudited Reconciliation of GAAP to Non-GAAP Financial Information
20 Appendix: Unaudited Reconciliation of GAAP to Non-GAAP Financial Information (figures in millions) Note: Figures may not sum due to rounding. (k) Cash used for additions to property and equipment and the acquisition of land-use rights are included in the calculation of Free cash flow.
Slide 21: Disclaimer
Disclaimer 21 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