Booking Holdings (NASDAQ: BKNG) seeks votes on directors, compensation, and governance
Filing Impact
Filing Sentiment
Form Type
PRE 14A
Booking Holdings Inc. is soliciting proxies for its 2026 Annual Meeting and asks stockholders to vote on management proposals including the election of eleven directors, an advisory vote to approve 2025 executive compensation, ratification of the independent auditor, and an amendment to its certificate of incorporation to provide for officer exculpation.
The proxy highlights 2025 operating results: $186.1B in gross bookings, 1,235M room nights (up 8% year-over-year), $26.9B revenues (up 13%), $5.4B net income, and $9.9B adjusted EBITDA (up 20%). The company reports returning capital via share repurchases, dividends, and a conversion settlement, and discloses a 25-for-1 forward stock split effected April 2, 2026.
Positive
- None.
Negative
- None.
Insights
Proxy focuses on director election, compensation, and 2025 financial recap.
The proxy solicits votes for an eleven-member director slate and an advisory approval of 2025 executive compensation while summarizing strong 2025 operating metrics, capital returns, and governance practices including committee structures and director qualifications.
Key items to watch in subsequent disclosures are the outcome of the advisory say-on-pay vote, the vote on officer exculpation, and any implementation details tied to the newly authorized $20 billion repurchase program and the April 2, 2026 stock split.
Key Figures
Gross bookings: $186.1B
Room nights booked: 1,235M
Revenues: $26.9B
+4 more
7 metrics
Gross bookings
$186.1B
2025, 12% increase vs. 2024
Room nights booked
1,235M
2025, 8% increase vs. 2024
Revenues
$26.9B
2025, 13% increase vs. 2024
Net income
$5.4B
2025, 8% decrease vs. 2024
Adjusted EBITDA
$9.9B
2025, 20% increase vs. 2024
Share repurchases (2025)
$5.9B
2025 repurchases (proxy summary)
Shares outstanding for ownership table
783,191,550 shares
as of March 16, 2026
Key Terms
Connected Trip, Genius loyalty program, Performance Share Units (PSUs), Cybersecurity Subcommittee
4 terms
Connected Trip other
"centered on reducing friction and increasing relevance across the traveler journey"
Genius loyalty program other
"Level 2 and Level 3 Genius travelers represented over 30% of our active base"
Performance Share Units (PSUs) financial
"PSUs with three-year financial performance-based targets impacted by a relative total stockholder return modifier"
Cybersecurity Subcommittee regulatory
"delegation of oversight responsibilities for risk management processes related to cybersecurity"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
CHECK THE APPROPRIATE BOX: | |
☑ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
☑ | No fee required |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Our mission is to make it easier for
everyone to experience the world. We aim to:
make it easy for people to plan, find, book, pay for, and experience travel. | provide consumers with comprehensive choices and value, including expanding the range of travel- related products and services available on our platforms. | create innovative and valuable Gen AI-powered consumer and partner offerings. | offer platforms, tools, and insights to our partners to drive mutual growth. | operate our business sustainably and support more sustainable travel choices by our consumers and partners. | ||||
Our Values
Experiences of Every Kind, For Everyone. | We believe that by making it easier for everyone to experience the world, we are doing our part to create a more connected and understanding world. | |||||
Absolute Integrity. | We strive to do the right thing and achieve success with integrity and accountability. | |||||
Relentless Innovation. | We are never satisfied with the status quo, and push to innovate every day. | |||||
Diversity Gives Us Strength. | We operate in over 220 countries and territories and 40+ languages, and believe that diverse ideas, people, and experiences contribute to our success. | |||||
The Sum is Greater Than Our Parts. | Our people are our strength. Together, we make it easier for everyone to experience the world. | |||||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 1 |
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 6 | |
PROXY SUMMARY | 7 | |
Our 2025 Financial Performance | 8 | |
Corporate Governance Highlights | 8 | |
Our Board | 9 | |
Executive Compensation Highlights | 10 | |
CORPORATE GOVERNANCE | 11 | |
PROPOSAL 1 | 12 | |
Election of Directors | ||
Nominees for Election as Directors | 13 | |
Nomination and Election Process | 25 | |
Board Evaluations | 27 | |
Corporate Governance Highlights | 28 | |
Our Board's Role in Company Strategy | 30 | |
Board's Role in Risk Oversight | 30 | |
Board Committees | 32 | |
Director Independence | 35 | |
Certain Relationships and Related Person Transactions | 35 | |
Other Governance Policies and Practices | 36 | |
Sustainability and Inclusion | 37 | |
Cybersecurity & Privacy | 38 | |
Security Ownership of Certain Beneficial Owners and Management | 39 | |
EXECUTIVE COMPENSATION | 41 | |
A Letter from the Talent and Compensation Committee to our Stockholders | 42 | |
Compensation Discussion and Analysis | 43 | |
Executive Summary | 43 | |
Compensation Philosophy and Objectives | 47 | |
Compensation Best Practices | 47 | |
Pay Elements | 48 | |
How We Measure Performance | 49 | |
How We Make Compensation Decisions | 49 | |
Other Components of Executive Compensation | 61 | |
Compensation Governance Matters | 62 | |
Talent and Compensation Committee Report | 63 | |
Summary Compensation Table | 64 | |
Grants of Plan-Based Awards Table | 66 | |
Outstanding Equity Awards at 2025 Fiscal Year-End Table | 67 | |
Option Exercises and Stock Vested Table | 69 | |
Employment Contracts, Termination of Employment, and Change in Control Arrangements | 69 | |
Potential Payments Upon a Change in Control and/or Termination | 76 | |
2025 CEO Pay Ratio | 78 |
Pay Versus Performance | 79 | |
Equity Compensation Plan Information | 84 | |
Non-Employee Director Compensation and Benefits | 85 | |
Delinquent Section 16(a) Reports Section | 87 | |
Talent and Compensation Committee Interlocks and Insider Participation | 87 | |
Compensation Risk Assessment | 87 | |
PROPOSAL 2 | 88 | |
Advisory Vote to Approve 2025 Executive Compensation | ||
AUDIT MATTERS | 89 | |
Report of the Audit Committee | 90 | |
Auditor Independence | 92 | |
PROPOSAL 3 | 93 | |
Ratification of Selection of Independent Registered Public Accounting Firm | ||
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS | 95 | |
PROPOSAL 4 | 96 | |
Board of Directors Proposal — Amendment to Restated Certificate of Incorporation to Provide for Officer Exculpation | ||
PROPOSAL 5 | 98 | |
Stockholder Proposal — Avoid Brand Damage due to Corporate Political Spending | ||
PROPOSAL 6 | 101 | |
Stockholder Proposal — Stockholder Resolution Regarding Business Operations in Illegal Settlements | ||
2027 Stockholder Proposals | 105 | |
OTHER MATTERS | 107 | |
Other Matters | 108 | |
Annual Meeting Information | 109 | |
APPENDICES | 113 | |
APPENDIX A | 114 | |
Unaudited Reconciliation of GAAP to Non-GAAP Financial Information | 114 | |
Non-GAAP Financial Measures | 118 | |
APPENDIX B | 119 | |
Certificate of Amendment of the Restated Certificate of Incorporation of Booking Holdings Inc. | 119 | |
APPENDIX C | 120 | |
Form of Proxy Card | 120 |
2 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
APRIL , 2026
Dear Stockholders,
For nearly three decades, Booking Holdings has helped transform travel through innovative technology. Today, we are
at another pivotal moment for our industry. Generative AI is accelerating innovation and reshaping how we advance
our mission: To Make It Easier For Everyone To Experience The World. As with past technological leaps, we believe
Generative AI will serve as a powerful catalyst for innovation and growth. As a result, I have never been more optimistic
about the long-term future of travel or more confident in the opportunities ahead for Booking Holdings.
While there will always be short-term disruptions to travel due to conflicts, natural disasters or periods of economic
slowdown, looking at the long-term, travel demand remains a powerful and growing force, driven by the deep human
desire to explore, connect and experience the world. Our customers, both travelers and partners, want value, reliability,
and service. Our commitment to delivering that earns their trust, and is an important reason why they choose us today and
we believe they will continue to choose us in the years ahead.
2025: Strong Execution Amidst Technological Evolution
Against this backdrop and amidst this latest technology transformation – which was well underway throughout 2025 – the
past year was one of disciplined growth. We delivered solid financial performance while investing thoughtfully in our long-
term strategy, delivering gross booking growth that outpaced the broader accommodations industry.
We booked more than 1.2 billion room nights, an increase of 8% year over year. Financially we achieved $26.9 billion in
revenues, up 13% compared to the prior year, $5.4 billion in net income, down 8% from the prior year, and adjusted
EBITDA of $9.9 billion, reflecting a 20% increase. See Appendix A for a reconciliation of non-GAAP financial measures
to GAAP financial measures.
We generated approximately $9.4 billion in net cash provided by operating activities and approximately $9.1 billion in free
cash flow. We returned $8.2 billion to stockholders through share repurchases, dividends, and $1.1 billion utilized to settle
the conversion premium on our convertible notes at maturity to avoid dilution from settlement in stock. Since restarting our
repurchase program in 2022, we have returned more than 100% of our free cash flow to stockholders and reduced our
share count by 22%, after accounting for shares issued for employee equity compensation. We also increased our
quarterly dividend by 10% in the first quarter of 2025, reflecting confidence in our long-term trajectory. We continued
enhancing the travel experience across our platform, saw strong growth in Asia and the United States, and further
expanded our AI driven capabilities in our effort to deliver greater value to both travelers and partners.
Beyond the numbers, we made meaningful progress advancing our strategic vision across Booking.com, Priceline, Agoda,
Kayak, and OpenTable. These investments are focused on improving how trips are discovered, planned, booked, and
managed, while further strengthening the tools, insights, and services provided to our supply partners. Over time, our
opportunity lies in further connecting our data and travel technology expertise in real time to seamlessly support every
aspect of a trip – before, during, and post-stay – driving incremental demand for our supply partners. Our data, deep
industry knowledge, and relationships with millions of partners on the ground remain a critical differentiator to propel
future growth.
Looking ahead, I am highly encouraged by the opportunities ahead for our company. The long-term drivers of our industry
remain compelling, and our mission and the principles that have guided us since our inception will continue to shape our
path forward.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 3 |
Travel’s Foundations are Stronger Than Ever
We have seen that travel has consistently grown faster than global GDP. And as prosperity rises and access to
opportunities expand, people increasingly view travel not as a luxury, but as an essential part of their lives.
The structural backdrop is no different today. Rising incomes are expanding the global traveler base, longer and healthier
lives are extending active travel years, and demand is broadening across regions and generations. Travel flows are
evolving, with growth coming from both established markets and faster growing regions around the world.
Our industry will always face periods of volatility, but travel has consistently proven to be resilient. It recovers because the
underlying human desire to travel does not fade.
Delivering Value for our Customers
Delivering superior technology and exceptional value to our customers is the cornerstone of enduring success. We serve
two sets of customers – travelers and supplier partners – and our ability to create differentiated value for both drives
loyalty, growth, and long-term stronger competitive positioning.
For travelers, we continued advancing our Connected Trip vision, centered on reducing friction and increasing relevance
across the traveler journey. In 2025, connected transactions, meaning trips that included bookings across more than one
vertical, grew in the high 20% range and represented a low double digit percentage of Booking.com’s total transactions.
This demonstrates that travelers trust us to manage multiple aspects of their trips.
We also strengthened our Genius loyalty program, now available in more than 200 countries and territories and spanning
a broad range of supply, including independent properties and alternative accommodations. The value of Genius is
straightforward: reward loyal travelers with meaningful benefits while delivering incremental bookings to our partners.
Last year, Level 2 and Level 3 Genius travelers represented over 30% of our active base and accounted for a
high-50% share of room nights, up from 2024. These travelers book more frequently, book further in advance, and
return more consistently.
We continued to expand our Alternative Accommodations supply, reaching 8.6 million listings at year end, to better serve
evolving traveler preferences. Alternative Accommodations room night growth once again outpaced both our core hotel
business and the broader alternative accommodations industry, underscoring sustained demand for flexibility, variety,
and choice.
For our partners, our value proposition remains foundational to our two sided marketplace, particularly as technology and
consumer behavior continue to evolve. Independent partners drive the vast majority of our room nights, while the top 10
global hotel chains represent only a low double digit percentage of Booking.com’s total room nights. Partners work with us
not only for the demand we generate, but also for our data driven insights and integrated technology solutions across
payments and advertising, among others, which help them operate effectively and more efficiently in an increasingly
complex digital environment.
Strong partnerships, however, require more than technology. They require collaboration, local expertise, and shared
success. That is why we maintain dedicated partner services teams around the world, working closely with our supply
partners to improve performance and adapt to local market dynamics.
This partnership model is especially important as international travel continues to be a meaningful driver of long-term
growth, even as it introduces greater complexity across language, payments, and service. To help our partners navigate
that complexity, we have made targeted investments including accelerating the integration of Generative AI to improve
customer service response times, enhancing local language capabilities, and expanding our global payments platform to
support more than 100 payment methods and over 50 currencies.
By continuously enhancing value on both sides of our marketplace, we reinforce the foundation for sustainable,
long-term growth.
Technology as an Enabler for Growth and Opportunities
Technology is at the core of our value proposition.
4 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
From our earliest days, we have been a technology led company. We have deployed traditional AI at scale for more than a
decade and our approach to Generative AI builds on that foundation. As with every wave of innovation, we focus on
practical application, deploying technology where it delivers tangible and measurable outcomes for our customers, our
partners, and our business. We continuously enhance our existing products while testing and learning quickly to help
shape what comes next in travel. And that mindset is even more critical in a Generative AI driven world.
The pace of innovation today is even faster. Generative AI is reshaping how people search for, plan, book, and experience
travel. Across our brands, thousands of engineers, data scientists, and product teams are working on embedding this
technology throughout the traveler journey.
In 2025, we introduced capabilities that enable natural language search during discovery, smart filters and property
summaries to support booking decisions, and interactive AI assistants that provide faster and more personalized support
before and during travel. As we work to scale these capabilities in accommodations, we are also expanding some of them
into additional verticals and have introduced voice functionality.
We are also partnering with leading AI innovators to explore emerging consumer behaviors and new entry points into
travel. As large language model platforms evolve and new demand pathways develop, we are well positioned to
participate in and help shape that demand – much as we have done throughout our history when new demand pathways
emerged and customer behavior evolved. At the same time, we remain focused on growing our direct relationships with
travelers. Whether people begin their journey on review sites, search engines, social media apps or now through LLMs,
our global marketing efforts seek to meet the customer in the right channel, at the right moment in time to deliver the
superior technology-driven booking experience that has driven the growth of this company for decades, while encouraging
deeper direct engagement with our platforms.
Even with progress already underway, we believe we are only beginning to realize how transformative this technology can
be for the travel experience. Over time, we envision a seamless and personalized experience in which AI-powered agents
help coordinate trips with greater customization, context, and convenience.
Our company culture is rooted in an obsession with making travel easier. In an era of rapid technological advancement,
our ability to combine proprietary data, advanced technological expertise, deep experience operating across more than
220 countries and territories, and millions of properties enables us to deliver differentiated value. Together, these
strengths, reinforced by continued investment in AI capabilities and operational excellence, create a durable foundation for
long-term success.
Closing
The global travel market and demand for travel continue to grow, creating a runway of opportunity ahead. As a leader in
our industry, we remain focused on pioneering the next waves of innovation that will enhance value across both sides of
our marketplace. Advances in AI can be a tailwind for us going forward, allowing us to make things more intuitive,
personalized, and efficient across our marketplace.
But we know that trust is earned every day and at every touchpoint with our customers. We must remain agile, continue to
adapt, and challenge ourselves to improve. We will keep testing and learning with discipline, stay humble yet ambitious,
remain grounded in what our customers need, and operate with integrity while delivering strong results.
We have always been a forward-looking company, anticipating change and evolving our business to stay ahead of it. Our
journey has only been made possible by the dedication of our employees, the guidance of our Board, and the continued
trust of our stockholders.
Together, we will continue building for the long-term.
Thank you.
Glenn Fogel
Chief Executive Officer
Booking Holdings Inc.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 5 |
APRIL , 2026
Dear Stockholder,
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Booking Holdings
Inc. to be held at 11:00 a.m. Eastern Time on Tuesday, June 2, 2026.
You may attend the Annual Meeting, which will be held virtually, by visiting the website www.virtualshareholdermeeting.com/
BKNG2026. To ask questions and vote, you will need the 16‑digit control number that appears on your Notice
of Internet Availability of Proxy Materials, on the proxy card, or on the instructions that accompanied the
proxy materials.
The proxy statement provides information about Booking Holdings Inc. in addition to describing the business we will
conduct at the meeting.
Whether or not you plan to attend, please mark, sign, date, and return your proxy card in the enclosed envelope as soon
as possible or vote online or by calling the toll‑free telephone number as described in the instructions included in your
proxy card. Your stock will be voted in accordance with the instructions you give in your proxy card. You may attend the
Annual Meeting and vote through the virtual meeting platform, even if you have previously voted, by following the
instructions included in the proxy statement. We hope you are able to join us on June 2.
Sincerely,
Robert J. Mylod, Jr.
Chair of the Board
April , 2026
6 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION - DATED APRIL 10, 2026
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
The Board of Directors of Booking Holdings Inc. is soliciting your proxy for the 2026 Annual Meeting of Stockholders.
DATE AND TIME Tuesday, June 2, 2026 11:00 a.m. Eastern Time | LOCATION www.virtualshareholdermeeting.com/ BKNG2026 See How to Attend the Annual Meeting on page 111 | RECORD DATE The Board of Directors fixed the close of business on April 7, 2026 as the record date for identifying those stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the Annual Meeting. On April 2, 2026 the Company effected a 25-for-1 forward stock split (the “Stock Split”). Share numbers reflect the impact of the Stock Split. |
ITEMS OF BUSINESS AND BOARD RECOMMENDATIONS:
1 | 2 | 3 | 4 | 5 & 6 | |||||||||||||||||||
Election of eleven directors | Advisory vote to approve 2025 executive compensation | Ratification of selection of the independent registered public accounting firm | Amendment of the Company's certificate of incorporation to provide for the exculpation of officers | Non‑binding stockholder proposals, if properly presented | |||||||||||||||||||
FOR ALL Page 12 | FOR Page 88 | FOR Page 93 | FOR Page 96 | AGAINST Page 98 | |||||||||||||||||||
As well as other business as may properly come before the meeting or any adjournment or postponement of the meeting.
Even if you have given your proxy, you may still vote on the virtual meeting platform if you attend the Annual Meeting.
Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at
the meeting, you must obtain from the record holder a proxy issued in your name to obtain a 16‑digit control number.
 | AT THE MEETING |  | ONLINE |  | TELEPHONE |  | MAIL |
To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/ BKNG2026. To vote or ask questions during the Annual Meeting, you must have the 16‑digit control number included on your proxy card or Notice of Internet Availability of Proxy Materials. | You may vote online at www.proxyvote.com or by scanning the QR code on your proxy card. | You may vote by calling 1‑800‑690‑6903, a toll‑free number. | Complete, date, and sign the enclosed proxy card and return it in the enclosed postage prepaid envelope (if mailed in the United States). | ||||
April , 2026
By order of the Board of Directors
Caitlin Kobialka
Corporate Secretary
Norwalk, Connecticut
This proxy statement and our 2025 Annual Report are also available on our website at https://ir.bookingholdings.com/financials/ annual‑reports/default.aspx. | ||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 7 |
PROXY SUMMARY
OUR MISSION IS TO MAKE IT EASIER FOR EVERYONE TO EXPERIENCE THE WORLD
Booking Holdings Inc. (the “Company,” “Booking Holdings,” “we,” “our,” or “us”) is the world’s leading provider of online
travel and related services. We offer these services through five primary consumer-facing brands:
Accommodations | Ground Transportation | Flights | Activities | Restaurants | Meta Search | |
Booking.com |  | | | | ||
Priceline | | | | | ||
Agoda | | | | | ||
KAYAK | | |||||
OpenTable | |
FORBES | FORTUNE | TIME | ||||||
America’s Best Companies Most Trusted Companies in America | World’s Most Admired Companies Fortune 500 List Fortune 100 Fastest‑Growing Companies | World’s Best Companies | ||||||
COUNTRIES AND TERRITORIES 220+ | LANGUAGES 40+ | PROPERTIES ~4.4M | ||||||
8 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
PROXY SUMMARY
Our 2025 Performance
Our 2025 Financial Performance
In 2025, we achieved an all-time high of over 1.2 billion room nights booked on our platforms, and new records in gross
bookings, revenues, and Adjusted EBITDA. Through our transformation program, we enabled approximately $550 million
in annual run-rate savings, creating capacity for us to strategically invest to support sustained growth and long-term value
creation. We also prioritized returning capital to stockholders by repurchasing $5.9 billion in shares (excluding share
repurchases related to employee tax withholding and excise taxes on share repurchases), paying out $1.2 billion in cash
dividends, and utilizing $1.1 billion to settle the conversion premium on our convertible notes at maturity, representing
88% of net cash provided by operating activities in 2025. We made steady progress on the initiatives that support our
long-term strategy by advancing our Connected Trip vision, executing our growth strategies in Asia and the U.S., and
continuing to build out AI capabilities that create more value for both consumers and partners. For additional information
regarding our business and financial performance, please see our Annual Report on Form 10-K for the year ended
December 31, 2025.
GROSS BOOKINGS | ROOM NIGHTS | |||||
$186.1B 12% increase compared to 2024 | 1,235M 8% increase compared to 2024 | |||||
REVENUES | NET INCOME | |||||
$26.9B 13% increase compared to 2024 | $5.4B 8% decrease compared to 2024 | |||||
ADJUSTED EBITDA* | DILUTED EPS** | |||||
GAAP | Adjusted* | |||||
$9.9B 20% increase compared to 2024 | $6.62 4% decrease compared to 2024 | $9.12 22% increase compared to 2024 | ||||
*See Appendix A to this proxy statement for a reconciliation of non‑GAAP financial measures and rationale for use of non‑GAAP
financial measures.
** Diluted EPS reflects the impact of the Stock Split.
Corporate Governance Highlights
We maintain corporate governance practices that are designed to protect and grow long‑term stockholder value, including:
Current Board Chair is independent  Lead Independent Director Stock ownership guidelines for directors and executive officers 10 of 11 director nominees are independent Annual director elections (i.e., no classified board) Annual board and committee self‑evaluation Stockholders can act by written consent in lieu of a meeting | Stockholders can call special meetings Annual “say‑on‑pay” vote Prohibit hedging or pledging of stock by directors and executive officers Stockholder‑approved proxy access Majority voting in director elections No supermajority voting provisions  No poison pill/rights plan | |||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 9 |
PROXY SUMMARY
Our Board
Our Board
Age (as of 3‑31‑26) | Committee and Subcommittee Memberships | Other U.S. Public Directorships | ||||||
Director Nominees | Director Since | Independent | Audit | Corporate Governance | Talent and Compensation | Cybersecurity | ||
Glenn D. Fogel | 64 | 2017 | 0 | |||||
Mirian M. Graddick‑Weir | 71 | 2018 |  | C | 1 | |||
Kelly Grier | 56 | 2023 | | M | 3 | |||
Robert J. Mylod, Jr. (Chair) | 59 | 2017 | | M | 1 | |||
Charles H. Noski (Lead Independent Director) | 73 | 2015 | | M | C | 1 | ||
Larry Quinlan | 63 | 2022 | | C | 2 | |||
Nicholas J. Read | 61 | 2018 | | M | M | 0 | ||
Thomas E. Rothman | 71 | 2013 | | M | 0 | |||
Kurt Sievers | 56 | 2026 | | M | 0 | |||
Sumit Singh | 46 | 2022 | | M | 1 | |||
Vanessa Wittman | 58 | 2019 | | C | M | M | 2 | |
Retiring Director | ||||||||
Lynn V. Radakovich | 58 | 2016 | | M | M | 3 | ||
Number of Meetings in 2025 | 9 | 4 | 6 | 4 | ||||
M | Member | C | Chair |
Ms. Lynn Radakovich has announced that she will be retiring from the Company's Board, effective as of the Annual
Meeting, and therefore she is not standing for re‑election. We extend our deepest gratitude to Ms. Radakovich for her
decade of service to our Board and stockholders.
Our director nominees exhibit a strong mix of desired attributes, including business experience, tenure, age, diversity of
perspectives, and independence. The following is a snapshot of some key characteristics of our director nominees.
DIVERSE |
3 Women |
TENURE* |
4 >8 Years |
4 <4 Years |
Tenure
Average: 6.9
3 4-8 Years |
3 Racially or Ethnically Diverse |
Diverse
*as of the Annual Meeting
AGE |
3 >65 |
1 <55 |
Age
Average: 62
7 56-65 |
DIRECTOR QUALIFICATIONS |
 | 9 | Leadership |  | 7 | Finance |  | 11 | Global Business | ||
 | 2 | Human Resources |  | 6 | Technology |  | 2 | Sales and Marketing |
10 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
PROXY SUMMARY
Executive Compensation Highlights
Executive Compensation Highlights
Our Board recommends that stockholders vote to approve, on an advisory basis, the compensation paid to the Company’s
named executive officers (“NEOs”) in 2025. The Talent & Compensation Committee (the “T&C Committee”) designs our
executive compensation program with an emphasis on performance-based pay, aligning executive interests with those of
stockholders, and attracting and retaining key talent. In 2025, a majority of the overall compensation awarded to our NEOs
was performance-based and consisted primarily of stock-based compensation. The T&C Committee granted stock-based
compensation consisting of (i) performance share units (“PSUs”) with three-year financial performance-based targets
impacted by a relative total stockholder return modifier and an absolute total stockholder return governor, and (ii) restricted
stock units (“RSUs”) that vest equally over three years. In addition, NEO bonuses awarded under the short-term incentive
program were subject to individual bonus caps of two times target. We believe that these program features appropriately
incentivize our NEOs and align their interests with stockholders, and have contributed to strong stockholder support for
our say-on-pay advisory vote each year since 2023. We invite you to read A Letter from the Talent and Compensation
Committee to our Stockholders on page 42 and our Compensation Discussion & Analysis on page 43 for
more information.
2025 COMPENSATION MIX(1) |
CEO
Average of Other NEOs
(1)Mix is shown at target. Percentages are approximate due to rounding.
Stock Split
On April 2, 2026, the Company effected a twenty-five-for-one forward stock split of the Company’s common stock (the
“Stock Split”). The Company’s common stock began trading at the split-adjusted price on April 6, 2026. Share numbers
and per-share amounts presented in this proxy statement have been adjusted retroactively, where applicable, to reflect
the Stock Split.
11 |
Corporate Governance
ELECTION OF DIRECTORS | 12 |
NOMINEES FOR ELECTION AS DIRECTORS | 13 |
NOMINATION AND ELECTION PROCESS | 25 |
BOARD EVALUATIONS | 27 |
CORPORATE GOVERNANCE HIGHLIGHTS | 28 |
OUR BOARD’S ROLE IN COMPANY STRATEGY | 30 |
BOARD’S ROLE IN RISK OVERSIGHT | 30 |
BOARD COMMITTEES | 32 |
DIRECTOR INDEPENDENCE | 35 |
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 35 |
OTHER GOVERNANCE POLICIES AND PRACTICES | 36 |
SUSTAINABILITY AND INCLUSION | 37 |
CYBERSECURITY & PRIVACY | 38 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 |
12 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Proposal 1 Election of Directors | |||
 | The Board of Directors recommends a vote FOR each of the Board’s nominees. | ||
The Board currently consists of twelve directors, with no vacancies, and the term of all directors expires at the Annual
Meeting. Ms. Radakovich is retiring from the Board, effective as of the Annual Meeting, and therefore is not standing for
re‑election. Due to Ms. Radakovich’s retirement, the size of the Board will be reduced from twelve directors to eleven
directors, effective as of the Annual Meeting.
Assuming all nominated directors are elected, following the Annual Meeting the Board will consist of eleven directors with
no vacancies. If elected at the Annual Meeting, each of the eleven director nominees will hold office for a one‑year term
until the 2027 annual meeting of stockholders and until their successor has been duly elected and qualified, or until their
earlier death, resignation, or removal. Unless otherwise instructed, the persons named as proxies on the accompanying
proxy card will vote shares represented by properly executed proxies for the eleven nominees listed below. The proxies
solicited by this proxy statement may not be voted for more than eleven nominees.
Although the Board anticipates that the eleven nominees will be available to serve as directors on our Board and each
person nominated has agreed to serve if elected, if any of them should be unwilling or unable to serve, the proxies will be
voted for the election of such substitute nominee or nominees as may be designated by the Board.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 13 |
CORPORATE GOVERNANCE
Nominees for Election as Directors
CORPORATE GOVERNANCE | ||
Nominees for Election as Directors
Set forth below is biographical information as of March 31, 2026 for each person nominated for election to the Board at
the Annual Meeting.
 | Glenn D. Fogel 64 | Chief Executive Officer and President | |||||
Director Since 2017 | Committees lNone | ||||||
Other Current U.S. Public Company Directorships lNone | |||||||
Professional Experience lBooking Holdings Inc. lChief Executive Officer and President (since 2017) lChief Executive Officer of Booking.com (since 2019) lHead of Worldwide Strategy and Planning (2010 - 2016) lExecutive Vice President, Corporate Development (2009 - 2016) lTrader at a global asset management firm lInvestment banker specializing in the air transportation industry lMember of the New York State Bar (retired) | |||||||
Qualifications | |||||||
 | Leadership: Guided Booking Holdings through a long period of sustained global growth and strategic transformation in his roles as President and CEO of Booking Holdings and CEO of Booking.com. | ||||||
 | Finance: Expertise in finance gained through his roles as CEO, Head of Worldwide Strategy and Planning, and Corporate Development, which build upon his background as an investment banker and a trader. | ||||||
 | Global Business: Manages our complex international operations and led our corporate development for over fifteen years, completing the acquisitions of Booking.com, Agoda, KAYAK, and OpenTable, among others. | ||||||
 | Technology: Focuses the Company on relentless innovation and leveraging Gen AI and other new technologies to execute our long-term strategy, while managing an evolving risk and compliance environment. | ||||||
14 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Nominees for Election as Directors
 | Mirian M. Graddick‑Weir 71 | Independent | |||||
Director Since 2018 | Committees lTalent and Compensation (Chair) | ||||||
Other Current U.S. Public Company Directorships lYum! Brands, Inc. (since 2012); Nominating and Governance Committee (Chair), Management Planning and Development Committee | |||||||
Professional Experience lMerck & Co., Inc. lExecutive Vice President of Human Resources (2008 - 2018) lSenior Vice President of Human Resources (2006 - 2008) lAT&T Corporation lExecutive Vice President of Human Resources and Employee Communications (2004 - 2006) lExecutive Vice President of Human Resources (1999 - 2004) Board and Other Experience lThe Samuel E. Massenberg Sr. Foundation, Inc., CEO (since 2016) lFoundation Board of the Society for Industrial/Organizational Psychology (SIOP), Trustee (since 2018) | |||||||
Qualifications | |||||||
| Global Business: Experienced business leader at two major international firms for nearly two decades as well as a long-standing board leader for two public companies. | ||||||
 | Human Resources: Managed global talent, executive development, compensation, benefits, recruiting, and training impacting employees at two major international firms. | ||||||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 15 |
CORPORATE GOVERNANCE
Nominees for Election as Directors
CORPORATE GOVERNANCE | ||
 | Kelly Grier 56 | Independent | |||||
Director Since 2023 | Committees lAudit | ||||||
Other Current U.S. Public Company Directorships lIllinois Tool Works, Inc. (since 2022); Audit Committee, Finance Committee lCDW Corporation (since 2023); Audit Committee, Nominating and Corporate Governance Committee lAT&T Corporation (since 2025); Human Resources Committee, Corporate Development and Finance Committee | |||||||
Professional Experience lPermira Advisers, a global investment firm, Senior Adviser (since 2023) lErnst & Young (EY), a global professional services firm lChair and Chief Executive Officer, EY‑US (2018 - 2022) lManaging Partner for the Americas region (2018 - 2022) lChair of EY-US Board and a member of the EY Global Executive and Global Practice Group (2018 - 2022) lVice Chair of Talent of EY, SEC Audit Partner, and other roles (1991 - 2018) lCertified Public Accountant (retired) Board and Other Experience lZendesk, Director (since 2023) lPeterson Institute for International Economics, Director | |||||||
Qualifications | |||||||
| Leadership: Held various executive roles, including CEO for a leading market of a major global professional services firm. | ||||||
| Finance: Certified public accountant with over three decades’ experience at a leading global accounting firm, and member of three public company audit committees. | ||||||
| Global Business: Managing partner of a significant geographical region for a major global professional services firm. | ||||||
| Human Resources: As Vice Chair of Talent, managed global talent strategy, focusing on talent experience, for employees in a leading market at a major global professional services firm. | ||||||
16 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Nominees for Election as Directors
 | Robert J. Mylod, Jr. 59 | Independent Chair | |||||
Director Since 2017 | Committees lTalent and Compensation | ||||||
Other Current U.S. Public Company Directorships lVroom, Inc. (since 2015, IPO in 2020); Independent Executive Chair, Audit Committee (Chair), Compensation Committee | |||||||
Professional Experience lAnnox Capital Management, a private investment firm, Managing Partner (since 2013) lBooking Holdings Inc. (1999 - 2011) lChief Financial Officer lVice Chair, Head of Worldwide Strategy and Planning, and other roles Board and Other Experience lFreightos, LTD, Director (2014 - 2023) lRedfin, Director (2014 - 2022), Chair of the Board (2016 - 2020), Member of Audit Committee (2013 - 2018) lDropbox, Inc., Director, Member of Audit Committee and Compensation Committee (2014 - 2021) | |||||||
Qualifications | |||||||
| Leadership: Demonstrated history of executive oversight, global strategic planning, and entrepreneurial and investment knowledge. Played an integral role in growing Booking Holdings during his tenure as an executive. | ||||||
| Finance: Executive chair, and previously CFO, each for large publicly listed companies; extensive background in finance-oriented roles at public and private companies. | ||||||
| Global Business: Senior leadership roles at companies with significant international operations. | ||||||
| Technology: Decades of experience working at and advising technology companies from startups to platforms with millions of users. | ||||||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 17 |
CORPORATE GOVERNANCE
Nominees for Election as Directors
CORPORATE GOVERNANCE | ||
 | Charles H. Noski 73 | Lead Independent Director | |||||
Director Since 2015 | Committees lAudit lCorporate Governance (Chair) | ||||||
Other Current U.S. Public Company Directorships lHewlett Packard Enterprise Company (since 2020); Finance and Investment Committee (Chair), Nominating and Governance Committee, Strategy Committee | |||||||
Professional Experience lBank of America Corporation (2010 - 2012) lVice Chairman lExecutive Vice President and Chief Financial Officer lNorthrop Grumman Corporation (2003 - 2005) lDirector lCorporate Vice President and Chief Financial Officer lAT&T Corporation (1999 - 2002) lVice Chair of the Board of Directors lSenior Executive President and Chief Financial Officer lHughes Electronics Corporation (1990 - 1999) lVice Chair, President, and Chief Operating Officer (1997 - 1999) lVice Chair and Chief Financial Officer (1997) lSenior Vice President and Chief Financial Officer (1992 - 1996) lVice President & Controller (1990 - 1992) lDeloitte & Touche LLP (1973 - 1990), Partner (1983 - 1990) Board and Other Experience lMIO Partners, Inc., Director, Member of Risk Committee and Audit Committee (since 2022) lWells Fargo & Company, Director (2019 - 2021), Chair of the Board, Chair of Governance and Nominating Committee, Chair of Audit Committee lFinancial Accounting Foundation, Chair of the Board of Trustees (2016 - 2019) lMicrosoft Corporation, Director (2003 - 2019), Chair of Audit Committee, Member of Governance and Nominating Committee lNational Association of Corporate Directors, Director (2014 - 2018) | |||||||
Qualifications | |||||||
| Leadership: Extensive executive and board leadership experience at large public companies. | ||||||
| Finance: In-depth knowledge of financial statements, reporting processes, and effective auditing gained from a successful career in finance and accounting positions at global finance, technology, telecommunications, and other companies. | ||||||
| Global Business: Senior management and board leadership roles at companies with significant international operations. | ||||||
18 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Nominees for Election as Directors
 | Larry Quinlan 63 | Independent | |||||
Director Since 2022 | Committees lCybersecurity Subcommittee (Chair) | ||||||
Other Current U.S. Public Company Directorships lServiceNow, Inc. (since 2021); Audit Committee lJones Lang LaSalle Incorporated (since 2022); Audit and Risk Committee (Chair), Nominating, Governance and Sustainability Committee | |||||||
Professional Experience lDeloitte, a professional services firm lGlobal Chief Information Officer (2010 - 2021) Board and Other Experience lHexaware Technologies Ltd, Non-Executive Chairman of the Board of Directors (since 2022) lDelinea, Director (since 2022) lUBS (Americas Holding Co), Director, Member of the Audit Committee (since 2022) lMatillion Limited, Director, Member of the Audit Committee (since 2022) lSonatype, Inc., Director (since 2022) lBoomi, Director (since 2022) | |||||||
Qualifications | |||||||
| Global Business: Managed technology infrastructures spanning multiple continents, navigating cross-border regulatory and compliance environments, and led over 10,000 IT professionals across 175 countries as a senior executive at a professional services firm. | ||||||
| Technology: Oversaw IT infrastructure, cybersecurity, and digital transformation in his career at Deloitte and has experience as a director at a number of technology-focused international businesses. | ||||||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 19 |
CORPORATE GOVERNANCE
Nominees for Election as Directors
CORPORATE GOVERNANCE | ||
 | Nicholas J. Read 61 | Independent | |||||
Director Since 2018 | Committees lAudit lCybersecurity Subcommittee | ||||||
Other Current U.S. Public Company Directorships lNone | |||||||
Professional Experience lEXA Infrastructure, a digital infrastructure company, Interim CEO (2023 - 2024), Chair of the Board (since 2023) lGlobal Infrastructure Partners, an infrastructure investor a part of BlackRock, Inc., Senior Advisor (since 2023) lVodafone, a multinational communications company lChief Executive Officer (2018 - 2022) and Advisor (2022 - 2023) lGroup Chief Financial Officer of Vodafone Group Plc (2014 - 2018) lDirector of Group plc (2014 - 2022) and of certain publicly traded subsidiaries (2009 - 2022) lRegional Chief Executive Officer for Africa, Middle East and Asia Pacific (2009 - 2014) lChief Financial Officer and Chief Executive Officer of Vodafone Limited, the U.K. operating company as well as other senior roles (2001 - 2009) lUnited Business Media Plc, senior global finance positions lFederal Express Worldwide, senior global finance positions lFellow Chartered Management Accountant and a Chartered Global Management Accountant Board and Other Experience lAltice France SAS, Director (since 2025) lOak Consortium Holdco Ltd, Director (since 2024) lnLighten, Director, Chair of the Board (since 2024) lRadius Global Infrastructure, Director (since 2023) lManchester Met University, Governor (since 2023) | |||||||
Qualifications | |||||||
| Leadership: Chief executive of a large multinational communications company and senior executive and board roles at several other international firms. | ||||||
| Finance: Served as CFO and in senior finance positions at several organizations as is a Chartered Management Accountant. | ||||||
| Global Business: Experience managing global operations in senior executive and finance roles, including navigating challenging international regulatory environments. | ||||||
20 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Nominees for Election as Directors
 | Thomas E. Rothman 71 | Independent | |||||
Director Since 2013 | Committees lCorporate Governance | ||||||
Other Current U.S. Public Directorships lNone | |||||||
Professional Experience lSony Pictures Entertainment’s Motion Picture Group, a media and entertainment company lChief Executive Officer (since 2021) lChairman (since 2015) lTriStar Productions, Chairman (2013 - 2015) lFox Entertainment Group Inc., Chief Executive Officer (2005 - 2012), Chairman (2000 - 2012) lTwentieth Century Fox Film Group (1994 - 2000) lPresident (2000) lPresident of Twentieth Century Fox Production (1995 - 2000) lFox Searchlight Pictures, President (1994) lSamuel Goldwyn Company, President of Worldwide Production (1989 - 1994) lFrankfurt, Kurnit, Klein & Selz, Associate and Partner (1982 - 1987) Board and Other Experience lCalifornia Institute of the Arts (2013 - 2025) lCorporation for Public Broadcasting, Director (2021 - 2025) lNational Council of the Arts, Director (2016 - 2019) lBrown University, Trustee (2009 - 2015), Emeritus (since 2015) | |||||||
Qualifications | |||||||
| Leadership: Significant experience gained through decades of leadership and oversight of several major media and entertainment firms. | ||||||
| Finance: Deep understanding of financial complexities of operating major media organizations, including the financing of motion pictures and television programs and demonstrated fiscal discipline. | ||||||
| Global Business: Experience with international production and worldwide distribution, providing high-level corporate leadership at international media and entertainment businesses. | ||||||
 | Sales and Marketing: Proven track record in global marketing of entertainment content, deep understanding of marketing efficiency, brand building, and worldwide distribution strategies. | ||||||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 21 |
CORPORATE GOVERNANCE
Nominees for Election as Directors
CORPORATE GOVERNANCE | ||
 | Kurt Sievers 56 | Independent | |||||
Director Since 2026 | Committees lCorporate Governance (effective April 20, 2026) | ||||||
Other Current U.S. Public Company Directorships lNone | |||||||
Professional Experience lNXP Semiconductors N.V., a semiconductor products and software design and manufacturing company lChief Executive Officer, President, Director (2020 - 2025) lExecutive Management (2009 - 2025) lVarious roles in Marketing & Sales, Product Definition & Development, Strategy and general management leadership positions at Philips, the former parent company of NXP (1995 - 2020) Board and Other Experience lDaimler Truck AG, Shareholder Representative of the Supervisory Board (since 2025) lCapgemini SE, Director, Member of the Strategy & CSR Committee, and Compensation Committee (since 2021) lGerman National Electrical and Electronics Industry Association (ZVEI), Director (2012 - 2025) lGlobal Semiconductor Alliance (GSA), Director (2021 - 2025) lEuropean Semiconductor Industry Association, Chairman (2020 - 2023) | |||||||
Qualifications | |||||||
| Leadership: Demonstrated strategic, operational, and innovative leadership at NXP Semiconductors where he led the company through transformative corporate transactions and significant growth. | ||||||
| Global Business: Expertise in scaling complex cross-border businesses through executive management of a global semiconductor designer and manufacturer, and several global board roles. | ||||||
| Technology: Decades of hands-on technological innovation at NXP Semiconductors and Philips, including in senior product roles. | ||||||
22 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Nominees for Election as Directors
 | Sumit Singh 46 | Independent | |||||
Director Since 2022 | Committees lTalent and Compensation | ||||||
Other Current U.S. Public Company Directorships lChewy, Inc. (since IPO in 2019) | |||||||
Professional Experience lChewy, Inc., a pet retailer specializing in pet food, supplies, healthcare, and services lChief Executive Officer (since 2018) lChief Operating Officer (2017 - 2018) lAmazon.com, Inc. lWorldwide Director, Consumables businesses (fresh and pantry) (2015-2017) lGeneral Manager, North American merchant fulfillment and third-party businesses (2013 - 2015) lDell Technologies Inc, various senior management positions (2003 - 2013) | |||||||
Qualifications | |||||||
| Leadership: Chief executive officer and senior management experience scaling customer-centric e-commerce businesses with a focus on technological innovation. | ||||||
| Global Business: Has been a leader at several major international, consumer-focused technology companies with global operations and customers across diverse markets. | ||||||
| Technology: Decades of experience at e-commerce pioneers and innovators, navigating significant periods of change in the industry. | ||||||
| Sales and Marketing: Experience growing brand recognition for Chewy through customer focused marketing techniques. | ||||||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 23 |
CORPORATE GOVERNANCE
Nominees for Election as Directors
CORPORATE GOVERNANCE | ||
 | Vanessa A. Wittman 58 | Independent | |||||
Director Since 2019 | Committees lAudit (Chair) lCorporate Governance lCybersecurity Subcommittee | ||||||
Other Current U.S. Public Company Directorships lOscar Health, Inc. (since IPO in 2021); Audit Committee (Chair); Talent and Compensation Committee lAmerican International Group, Inc. (since 2023); Risk Committee (Chair), Audit Committee | |||||||
Professional Experience lGlossier, an online beauty product company lChief Financial Officer (2019 - 2022) lAdvisor (2022) lOath, Chief Financial Officer (2018 - 2019) lDropbox, Chief Financial Officer (2015 - 2016) lMotorola Mobility, Chief Financial Officer (2012 - 2014) lMarsh & McLennan Companies, Executive Vice President and Chief Financial Officer (2008 - 2012) Board and Other Experience lImpossible Foods Inc., Director, Chair of Audit Committee (2019 - 2025) lUlta Beauty, Director, Audit Committee (2014 - 2019) lSirius XM Holdings, Director (2011 - 2018) | |||||||
Qualifications | |||||||
| Leadership: Proven ability to lead the financial operations of high-growth and established organizations, including through transformation and complex corporate transactions. | ||||||
| Finance: Expertise in corporate finance, capital allocation, financial reporting, and effective risk oversight across her Chief Financial Officer and committee chair positions in various industries. | ||||||
| Global Business: Senior management roles at several large multinational organizations across a variety of industries. | ||||||
| Technology: Experience in leadership roles at high-growth technology and e-commerce companies. | ||||||
24 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Nominees for Election as Directors
Retiring Director
 | Lynn V. Radakovich 58 | Independent | |||||
Director Since 2016 | Committees lCorporate Governance lTalent and Compensation | ||||||
Other Current U.S. Public Company Directorships lFord Motor Company (since 2017); Compensation, Talent and Culture Committee (Chair), Nominating and Governance Committee, Sustainability, Innovation and Policy Committee lDell Technologies Inc. (since 2019); Compensation Committee (Chair), Audit Committee lFigma, Inc. (since 2019; IPO in 2025); Compensation Committee (Chair), Audit Committee | |||||||
Professional Experience lSalesforce, a cloud-based customer relationship management company lExecutive Vice President and Chief Marketing Officer (2013 - 2017) lAndreessen Horowitz, Partner (2012 - 2013) lTerracotta Inc., Chief Marketing Officer (2010 - 2012) lTake3, Chair and CEO (2006 - 2016) lMicrosoft, various roles (2004 - 2005) lBEA Systems, various roles (2001 - 2004) lBain & Company (1999 - 2000) | |||||||
Qualifications | |||||||
| Global Business: Experience managing operations and marketing strategies for large-scale international organizations. | ||||||
| Technology: Leadership roles at various technology-driven businesses and advisor to start-up and growth stage technology companies. | ||||||
| Sales and Marketing: Held various senior executive marketing roles and developed or advised on go-to- market strategies for enterprise software, cloud technology, and other tech companies. | ||||||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 25 |
CORPORATE GOVERNANCE
Nomination and Election Process
CORPORATE GOVERNANCE | ||
Nomination and Election Process
Identifying Director Candidates
Our Board is committed to a refreshment process to maintain its effectiveness, independence, and ability to adapt to
evolving business needs. The Corporate Governance Committee (the “CG Committee”) believes that each nominee
should be evaluated based on their individual merits, taking into account the Company’s needs and the overall
composition of the Board. The CG Committee primarily uses the following criteria to identify and recommend nominees for
election or appointment to the Board:
lhighest personal and professional ethics and integrity;
lrelevant business, professional, or managerial skills and experience useful to the oversight of the Company's business;
ldemonstrated leadership skills through involvement in business, professional, charitable, or civic affairs;
lcurrent knowledge of the markets and communities in which the Company does business and in the Company's
industry or industries relevant to the Company's business;
lability and willingness to commit adequate time to fulfilling Board and committee duties and responsibilities;
lability and willingness to exercise independent judgment, ask probing questions, and express tough opinions;
lfit of the individual's expertise, skills, knowledge, experience, and personality with those of other directors and potential
directors in building a Board that is effective, collegial, and responsive to the needs of the Company; and
ldiversity of viewpoints, background, experience, knowledge, and perspectives.
2
3
4
5
1
Sources for
Candidate
Pool
In-Depth
Review by
Corporate
Governance
Committee
Recommend
Slate of
Nominees
Full Board
Review
Board
Nomination/
Stockholder
Election
We appointed one new independent director in 2026.
Who Can Recommend Candidates?
lOutside consultants may be employed to help identify candidates;
lOther Board members and members of management; and
lStockholders.
Our CG Committee gives appropriate consideration to potential candidates recommended by stockholders in the same
manner as other potential candidates identified by the CG Committee. Stockholders who wish to submit potential
candidates for consideration by the CG Committee or for consideration by stockholders for election to our Board at our
2027 annual meeting of stockholders may do so in accordance with the procedures described in 2027 Stockholder
Proposals on page 95, in accordance with our By‑Laws, or in accordance with our Stockholder Communications
Procedures, available at ir.bookingholdings.com/governance, as applicable.
26 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Nomination and Election Process
Evaluating Director Candidates
Members of the CG Committee evaluate possible candidates and once a candidate is identified whom the CG Committee
considers for nomination, the chair of the CG Committee or their designee enters into discussions with that nominee.
When considering current directors for nomination for re‑election to the Board, the CG Committee takes into account the
performance of each director. Underperforming directors may be asked to leave the Board or may not be re‑nominated for
election. The CG Committee also reviews the composition of the Board in light of its and our current challenges and
needs, and determines whether it may be appropriate to add or remove individuals after considering the need for specific
expertise and independence, judgment, skills, background, tenure, diversity of perspectives, and experience.
Director Qualifications
In addition to individuals with the highest personal and professional ethics, we endeavor to have Board members with
policy‑making expertise in business areas that are relevant to the global nature of our operations and our long‑term
strategy. We continuously evaluate the relevant qualifications against our strategy to ensure our Board members
collectively have the skills to guide our Company. The Board and the CG Committee believe that the following key
qualifications should be represented on the Board:
 | Leadership. Directors with experience in significant leadership positions over an extended period, especially chief executive officer (“CEO”) positions, provide the Board and management with special insights. These individuals generally possess exceptional leadership qualities and identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management, and methods to drive change and growth. |
 | Finance. It is important for our directors to understand finance, financial statements, and financial reporting processes. We generally measure our operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and effective auditing are critical to our success. |
 | Global Business. We operate a global business and believe that having directors with business perspectives representing a variety of markets is important to our continued growth. |
 | Human Resources. As a global business with thousands of employees around the world, directors with human capital management experience are important to our success. |
 | Technology. Directors with technology oversight experience, particularly in e‑commerce businesses, are helpful in overseeing management and offering insight into technology innovations and the evolving risk landscape. |
| Sales and Marketing. Our business depends on effective marketing and directors with notable sales and marketing experience provide additional insight and advice to management in these areas. |
The following matrix shows the qualifications identified for each nominee by the CG Committee and the Board when
considering the current nominees.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 27 |
CORPORATE GOVERNANCE
Nomination and Election Process
CORPORATE GOVERNANCE | ||
| | | | | | |
Leadership | Finance | Global Business | Human Resources | Technology | Sales and Marketing | |
Glenn D. Fogel |  | | | | ||
Mirian M. Graddick‑Weir | | | ||||
Kelly Grier | | | | | ||
Robert J. Mylod, Jr. | | | | | ||
Charles H. Noski | | | | |||
Larry Quinlan | | | ||||
Nicholas J. Read | | | | |||
Thomas E. Rothman | | | | | ||
Kurt Sievers | | | | |||
Sumit Singh | | | | | ||
Vanessa A. Wittman | | | | |
Director Tenure
The CG Committee and the Board consider director tenure in connection with the evaluation of nominee independence
and seek to have a mix of short-, medium-, and long-tenured director nominees. In evaluating nominees, the CG
Committee balances Board continuity and the knowledge gained over years of service with a deliberate and planned
Board refreshment process that brings new expertise and perspectives.
Board Evaluations
We conduct an annual evaluation process to assess the performance of our Board and its committees, which includes:
1
Questionnaire
Questionnaires are administered by an independent third party. Evaluations focus on
Board and committee composition and process, leadership, access to resources, culture,
and effectiveness.
2
The third party administrator creates consolidated reports of information gathered,
including scoring trends, priority graphs, and a concise view of the Board’s evaluation of
performance, highlighting areas of strength and areas for improvement.
Assessment
reporting
3
The Board and each committee review the evaluation reports, including areas for
improvement, and implement any necessary action items along with management.
Board summary
and feedback
4
The Lead Independent Director meets with each director to discuss matters such as
individual performance and Board and committee effectiveness, and works with
management to share feedback and discuss proposed actions with the full Board.
One‑on‑one
evaluation
28 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Corporate Governance Highlights
Corporate Governance Highlights
The Company’s corporate governance principles, which apply to our Board and management, are designed to maximize
long‑term stockholder value, align the interests of the Board and management with those of our stockholders, and
promote ethical conduct. Our corporate governance practices include:
Board Independence Independent Directors. A majority of the Board must consist of independent directors.  Independent Board Committees. Each of the Audit Committee, Cybersecurity Subcommittee, CG Committee, and T&C Committee is comprised entirely of independent directors. Leadership Structure. The Board appoints a Lead Independent Director if the Chair is not independent or as the Board deems appropriate. Independent Directors’ Executive Sessions. The independent directors have at least two regularly scheduled executive sessions without management present each year. Other Board and Committee Practices CEO Succession Plan. The CG Committee reviews and concurs annually on a CEO succession plan. Outside Advisors. The Board and each committee can hire its own outside advisors. CEO Performance Review. The T&C Committee, meeting without our CEO present, evaluates our performance and the performance of our CEO and recommends to the Board the compensation of our CEO. Stock Ownership Guidelines. We maintain stock ownership guidelines for directors and executive officers. Regular Self‑Evaluation Process. The Board and each committee evaluates its performance each year. Overboarding. We limit the number of outside public company boards on which our directors may serve. Shareholder Rights Annual Meetings. Stockholders have the ability to vote on matters presented at each meeting, including the annual election of all of our directors. Special Meetings. Stockholders holding at least 25% of our shares may call a special meeting of stockholders. Written Consent. Stockholders holding at least 25% of our shares may request the Board to establish a record date for action by written consent in lieu of a meeting. Majority Vote Standard. In uncontested elections of directors, directors are required to tender their resignation unless they receive the support of a majority of votes cast. Proxy Access and Stockholder Nominees. Any stockholder or group of stockholders holding at least 3% of our outstanding common stock continuously for at least 3 years may nominate up to 25% of our Board. Annual Advisory Vote on Executive Compensation. Stockholders have the opportunity to provide feedback on our executive compensation practices annually. No Poison Pill. No Supermajority Voting Provisions. | |
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 29 |
CORPORATE GOVERNANCE
Corporate Governance Highlights
CORPORATE GOVERNANCE | ||
Leadership Structure
The Board does not have a policy regarding the separation of the roles of CEO and Chair of the Board because the Board
believes that it is in the best interests of the Company and our stockholders to make that determination from time to time.
The Board has determined that separation of the roles of CEO and Chair is currently in the best interests of the Company
and our stockholders.
Robert J. Mylod, Jr. has been serving as the Chair of the Board since June 2020. In light of Mr. Mylod’s experience as a
former executive of our Company and his resulting familiarity with our operations, he provides an important connection
between the Board’s non‑executive directors and management and provides valuable advice to and oversight of the
Company’s CEO. Although Mr. Mylod is an independent director, the Board has determined that it is in the Company’s
best interest to maintain the position of Lead Independent Director. Mr. Noski has been serving as the Company’s Lead
Independent Director since June 2020.
Role of the Board Chair
ROBERT J. MYLOD, JR. CHAIR OF THE BOARD | |
lpreside at and lead meetings of the Board and stockholders;
ltogether with the Lead Independent Director, set and approve the Board’s agenda in consultation with the CEO;
llead and manage the business of the Board, providing clear direction and focus for the activities of the Board;
lprovide input to the T&C Committee regarding the performance of the CEO and to the CG Committee regarding the
performance of directors and new candidates to join the Board;
ldevelop a close and effective working relationship with the CEO; and
lon a case‑by‑case basis and where appropriate, if requested by major stockholders, be available for consultation and
direct communication with such stockholders.
Role of the Lead Independent Director
CHARLES H. NOSKI LEAD INDEPENDENT DIRECTOR | |
lcall, set the agenda for, and lead meetings and executive sessions of the independent directors;
ltogether with the Board Chair, set and approve the Board’s agenda in consultation with the CEO;
lfrom time to time as he deems necessary or appropriate, consult with the Board Chair and the CEO as to the quality,
quantity, and timeliness of the flow of information from management that is necessary for the independent directors to
perform their duties effectively;
lprovide input to the T&C Committee regarding the performance of the CEO and to the CG Committee regarding the
performance of directors and new candidates to join the Board;
lon a case‑by‑case basis and where appropriate, if requested by major stockholders, be available for consultation and
direct communication with such stockholders; and
lauthorize the retention of outside advisors and consultants that report directly to the Board.
30 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Our Board’s Role in Company Strategy
Our Board’s Role in Company Strategy
The Board is elected by and accountable to stockholders and is responsible for our strategic direction and oversight
of management.
Our Strategy
We focus on relentless innovation to grow our business by providing a best-in-class user experience with intuitive, easy-
to-use platforms that aim to exceed the expectations of consumers. We are executing against our long-term strategy to
create an AI-powered consumer experience, offering our customers relevant options and suggestions that offer great
value across major travel verticals, making trips booked with us seamless and easy. We refer to this as the "Connected
Trip." We believe that global travel bookings will generally continue to grow while shifting from traditional offline methods
to online channels. We expect to benefit from this growth in travel and the continued shift to online channels as we work to
expand our service offerings and increase our presence in key geographies. In particular, we seek to:
1 |  | 2 | | 3 | | 4 | ||||||||||||
Leverage best- in-class technology to provide consumers with a great experience | Partner with travel service providers and restaurants to our mutual benefit | Operate multiple brands that collaborate with each other | Invest in profitable and sustainable growth | |||||||||||||||
The Board oversees the formulation and implementation of our strategy. The Board and management hold an annual
strategic meeting to understand the current context of the markets in which we operate, analyze our competitive position,
review our performance against our strategy, and evaluate where our strategy needs adjustment going forward. While
management takes the lead in preparing materials and proposes the going‑forward strategic direction for Booking
Holdings, the Board plays an active role in overseeing our strategy. In particular, our Chair and Lead Independent Director
work closely with management in advance of the meeting to prepare and approve the agenda and to consult on
management’s strategy proposal. Between these annual strategy meetings, management reports to the Board regularly
on implementation of the strategy and progress toward our strategic goals, and the Board and management consider
whether any adjustments are necessary. In addition, the Board meets regularly in executive session without management
to discuss our performance and strategy.
Board’s Role in Risk Oversight
The Board and Audit Committee review our key risks at least annually. Our internal audit function, with primary oversight
by the Audit Committee, facilitates the identification and assessment of the key risks facing the organization across
functions and regions. The Board and committees are responsible for risk oversight and regularly review risk mitigation
initiatives, while management is responsible for executing our risk management policies. Division of oversight
responsibility relating to specific risks among the committees and the role of management is described below.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 31 |
CORPORATE GOVERNANCE
Board’s Role in Risk Oversight
CORPORATE GOVERNANCE | ||
BOARD OF DIRECTORS The Board is responsible for providing advice and oversight of Booking Holdings’s strategic and operational direction and overseeing its management to support the long‑term interests of the Company and its stockholders. | ||||||||
 | | | ||||||
AUDIT COMMITTEE | CORPORATE GOVERNANCE COMMITTEE | TALENT AND COMPENSATION COMMITTEE | ||||||
Oversees lrisk assessment and processes generally; linternal control over financial reporting; lrisk management related to hedging activities, investments, and use of derivative instruments; lgeneral operational, business continuity, legal, regulatory, and compliance risks; and ldelegation of oversight responsibilities for risk management processes related to cybersecurity, data protection and security, privacy, and systems implementation projects to the Cybersecurity Subcommittee. | Oversees lrisks related to the composition of our Board, including ensuring the Board has a mix of qualifications to effectively oversee our business and fulfill the duties of the Board and each committee; lour corporate governance practices, including certain regulatory and sustainability matters; lthe development, improvement, and review of our Code of Conduct; and lour CEO succession plan, including policies and principles to be used to select a successor. | Oversees lrisks related to compensation programs; lrisks related to human capital management; lour compensation policies and practices, including those applicable to our NEOs; and lsuccession plans for senior management personnel (other than the CEO). See Compensation Risk Assessment on page 87 for more information. | ||||||
CYBERSECURITY SUBCOMMITTEE | ||||||||
Oversees lcybersecurity program, including security policies, incident response, internal security controls, and preparedness; lprivacy and data protection risk exposures; lrisks and benefits of systems implementation projects; and lperiodic reporting to the Audit Committee. See Cybersecurity & Privacy on page 38 for more information. | ||||||||
| | | ||||||
MANAGEMENT Our management‑level risk committee is tasked with (i) ensuring risks are properly managed or mitigated and (ii) aligning strategic objectives with an appropriate level of risk tolerance. Our internal audit and compliance functions meet with the Audit Committee regularly, including without other members of management present, to report on their areas of responsibility. On a quarterly basis, members of management meet with the Cybersecurity Subcommittee on relevant risk management activities and efforts. As part of our risk mitigation strategy, we require that all employees across Booking Holdings complete regular privacy and data protection training, including annual privacy and information security awareness trainings. | ||||||||
32 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Board Committees
Board Committees
Our Board has three standing committees: an Audit Committee, a Talent and Compensation Committee, and a Corporate
Governance Committee. Each committee has a written charter available at www.bookingholdings.com. In addition, the
Audit Committee has delegated certain of its responsibilities to the Cybersecurity Subcommittee.
Audit Committee
The Audit Committee’s responsibilities include: loverseeing and reviewing our consolidated financial statements, accounting practices, and related internal controls; loverseeing and making decisions relating to our relationship with our independent registered public accounting firm; loverseeing our internal audit function; lestablishing procedures for the submission, receipt, and treatment of concerns regarding accounting or auditing matters; lreviewing and approving all related party transactions (as defined by Item 404 of the U.S. Securities and Exchange Commission (the “SEC”) Regulation S‑K); and lacting as our primary risk oversight committee, including by overseeing our compliance program and risk management efforts generally, as well as our major financial risk exposures. The Board has determined that each member of the Audit Committee is an independent director based on The Nasdaq Stock Market’s (“Nasdaq”) listing rules and also satisfies the SEC’s additional independence requirements for members of audit committees. | ||||||||
Chair: Vanessa A. Wittman Members lKelly Grier lCharles H. Noski lNicholas J. Read | ||||||||
 | Nine meetings in 2025 | |||||||
 | Report on page 90 | |||||||
 | “Audit Committee Financial Experts”: | |||||||
lKelly Grier lCharles H. Noski lNicholas J. Read lVanessa A. Wittman | ||||||||
Cybersecurity Subcommittee of the Audit Committee
The Cybersecurity Subcommittee’s responsibilities include: loversight of the Company’s cybersecurity program, including security policies, internal security controls and risk management, the results of third‑party assessments of the Company’s cybersecurity program, crisis preparedness, and recovery capabilities; loversight of privacy and data protection risk exposures, including the steps management has taken to monitor and mitigate such exposures; lmonitoring significant regulatory requirements, policy developments, and best practices relating to cybersecurity, privacy, and data protection; and lreviewing the risks and benefits of systems implementation projects. The Cybersecurity Subcommittee is composed entirely of independent directors and periodically reports to the Audit Committee. | ||||||||
Chair: Larry Quinlan Members lNicholas J. Read lVanessa A. Wittman | ||||||||
 | Four meetings in 2025 | |||||||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 33 |
CORPORATE GOVERNANCE
Board Committees
CORPORATE GOVERNANCE | ||
Corporate Governance Committee
The CG Committee’s responsibilities include: lidentifying individuals believed to be qualified to become Board members, consistent with criteria approved by the Board, and selecting, or recommending to the Board, the nominees to stand for election as directors at the annual meeting of stockholders; lidentifying and recommending that the Board appoint directors to fill vacancies on any Board committee; lassessing whether candidates to join the Board would be “independent” under Nasdaq’s listing rules; lestablishing and completing procedures in the event of changes in a director’s circumstances that may affect their qualifications or independence as a director; lregularly evaluating and, as appropriate, recommending to the Board any modifications to the Corporate Governance Principles; lreviewing and concurring on a succession plan for the Chief Executive Officer, both in emergency situations and in the ordinary course of business; lat least annually, reviewing our Code of Conduct and Stockholder Communications Policy and their effectiveness; lat least annually, reviewing our policies and practices relating to certain regulatory compliance and sustainability matters, and reviewing our annual sustainability report; and ldesigning a process for the Board to conduct a self‑evaluation at least annually. The Board has determined that each member of the CG Committee is an independent director based on Nasdaq’s listing rules. The CG Committee recommended the eleven director nominees standing for election at the Annual Meeting to our Board. | ||||||||
Chair: Charles H. Noski Members lLynn V. Radakovich (retiring) lThomas E. Rothman lKurt Sievers lVanessa Wittman | ||||||||
| Four meetings in 2025 | |||||||
34 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Board Committees
Talent and Compensation Committee
The T&C Committee’s responsibilities include: lrecommending the compensation of our CEO to the Board; lreviewing and approving the compensation of our other NEOs; lengaging with the Company’s stockholders regarding the compensation paid to our executives, compensation program design, and related matters, and incorporating appropriate feedback; lreviewing policies, programs, and initiatives related to human capital management; ladministering employee benefit plans, including incentive compensation plans and equity‑based plans; lrecommending compensation plans for non‑employee directors to the Board; lmaking recommendations to the Board with respect to the adoption of incentive compensation plans and equity‑based plans; lreviewing and approving succession plans for senior management personnel (other than the CEO, which is the responsibility of the CG Committee); and loverseeing risks related to compensation programs. See Compensation Risk Assessment on page 87 for additional details. The Board has determined that each member of the T&C Committee is an independent director based on Nasdaq’s listing rules and additional requirements for members of compensation committees. The T&C Committee has the authority to appoint and dismiss its advisors and compensation consultants, and has retained Semler Brossy (“Semler”) as its outside compensation consultant. | ||||||||
Chair: Mirian M. Graddick‑Weir Members lRobert J. Mylod, Jr. lLynn V. Radakovich (retiring) lSumit Singh | ||||||||
 | Six meetings in 2025 | |||||||
| Report on page 63 | |||||||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 35 |
CORPORATE GOVERNANCE
Director Independence
CORPORATE GOVERNANCE | ||
Director Independence
Our independence guidelines outlined in the Corporate Governance Principles conform to the SEC and Nasdaq’s listing
rules. For each of 2025 and 2026 the CG Committee recommended to the Board, and the Board determined, that each of
the nominees for election to the Board at the Annual Meeting other than Mr. Fogel is an “independent director.”
The CG Committee and the Board considered ordinary course transactions or relationships between the Company and
certain entities affiliated with directors, which the Board determined are not material to our Company or the directors.
In particular:
lMs. Grier serves as a director at AT&T Corporation, from which we purchased telecommunication services; CDW
Corporation, from which we purchased computer equipment; and Zendesk, from which we purchased certain
subscription services.
lMr. Mylod serves as a director at Evolve Vacation Rentals Network and has invested in Nuitee Travel Ltd., each of
which paid us for accommodation distribution.
lMr. Noski serves as director at Hewlett Packard Enterprise, from which we purchased computer products and data
center services and which paid us for fixed asset recycling.
lMr. Quinlan serves as director at ServiceNow, from which we purchased a license subscription; Jones Lang LaSalle, to
which we paid fees for real estate-related projects; Sonatype, from which we purchased software licenses; and Delinea,
from which we purchased software licenses and related services.
lMr. Read serves as chair of the board at EXA Infrastructure, from which we purchased telecommunication services.
lMs. Radakovich serves as director at Dell Technologies, from which we purchased computer hardware, and Figma,
from which we purchased software licenses and design tools.
lMs. Wittman serves as director of American International Group, Inc., from which we purchase corporate insurance
policies through a broker.
The Board and the CG Committee concluded that all such transactions have been conducted on an ordinary course,
arm’s‑length basis and do not interfere with the exercise of independent judgment by the relevant directors.
Certain Relationships and Related Person Transactions
Review and Approval or Ratification of Related Person Transactions
Pursuant to a written policy, the Audit Committee reviews all relationships and transactions in which we participate and in
which any related person has a direct or indirect material interest and the transaction involves or is expected to involve
payments of $120,000 or more in the aggregate per fiscal year. Our legal staff is primarily responsible for gathering
relevant information from our directors and executive officers. Related person transactions are generally identified in:
lquestionnaires annually distributed to our directors and executive officers;
lcertifications submitted annually by our directors and executive officers related to their compliance with our Code
of Conduct;
lcommunications made directly by the related person to management; and
lperiodic internal reviews by management.
As required under SEC rules, transactions in which we participate and in which any related person has a direct or indirect
material interest and the amount involved exceeds $120,000 are disclosed in our proxy statement. The Audit Committee
reviews and approves or ratifies any such related person transaction. In the course of its review and approval or
ratification of a disclosable related party transaction, the Audit Committee considers:
lthe nature of the related person’s interest in the transaction;
lthe material terms of the transaction, including the amount and type of transaction;
lthe importance of the transaction to the related person and to us;
lwhether the transaction would impair the judgment of a director or executive officer to act in our best interests; and
lany other matters the Audit Committee deems appropriate.
Any member of the Audit Committee who is a related person with respect to a transaction under review may not
participate in the deliberations or vote respecting approval or ratification of the transaction. This process is included in our
Corporate Governance Principles.
36 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Other Governance Policies and Practices
Other Governance Policies and Practices
Code of Ethics
We have adopted a code of ethics that we refer to as our “Code of Conduct” and we require all directors, executive
officers, and employees to adhere to it in discharging their work‑related responsibilities. A copy of our Code of Conduct is
available at ir.bookingholdings.com/governance.
Insider Trading Policy
We have adopted an insider trading policy that governs transactions in our securities by the Company's directors, officers,
employees, contractors, and consultants, as well as by the Company itself. The insider trading policy is reasonably
designed to promote compliance with applicable insider trading laws, rules and regulations, and listing standards. Our
Insider Trading Policy is available in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025.
Communications with the Board of Directors
Stockholders may contact any of our directors or group of directors in accordance with the Stockholder Communications
Procedures available at ir.bookingholdings.com/governance by writing to them at c/o Office of the Corporate Secretary,
Booking Holdings Inc., 800 Connecticut Avenue, Norwalk, Connecticut 06854 or at BKNGBoard@bookingholdings.com.
Board of Director Attendance
Regular meetings of the Board are generally held six times per year and special meetings are scheduled when necessary.
The Board held six meetings in 2025. For 2025, all directors attended at least 75% of the meetings of the Board and the
committees of which they were members held while they were serving on the Board and any such committees.
We expect directors to attend our annual meeting of stockholders. All eleven members of the Board who were director
nominees at our 2025 annual meeting of stockholders attended the 2025 meeting.
Compensation‑related Corporate Governance
See Compensation Governance Matters on page 62 for our various compensation‑related corporate governance
policies and practices, including policies regarding compensation clawbacks, 10b5‑1 plans, and hedging and pledging
of securities.
Director Orientation and Continuing Education
New directors participate in our director orientation program, which includes in‑depth sessions devoted to director fiduciary
obligations, our strategy and operations, and introductions to key members of management. Topics are tailored based on
the director’s committee membership(s) and background.
We encourage directors to attend corporate governance and other director workshops to further develop their expertise
and stay abreast of issues relevant to their service on the Board. We reimburse directors for the costs of attending such
programs. In addition, our Board and committees regularly invite outside experts to present to them on a variety of topics,
which have included developments in corporate governance and key areas of risk management.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 37 |
CORPORATE GOVERNANCE
Sustainability and Inclusion
CORPORATE GOVERNANCE | ||
Sustainability and Inclusion
Reducing our Impact on the Planet
The CG Committee oversees our sustainability practices and policies. In addition, management has a Sustainability
Steering Committee dedicated to monitoring our sustainability objectives. Our sustainability strategy is anchored by
three pillars:
 | operate our business more sustainably and build a culture of sustainability |  | make it easier for travelers to make more sustainable travel choices |  | catalyze more sustainable travel growth through external collaboration | ||
In 2022 in response to a stockholder proposal supported by a majority of stockholders, we produced a Climate Action
Plan, which outlines our scope 1, 2, and 3 emissions reductions targets and timelines as well as our long‑term target of
net‑zero emissions. We also work with our supplier partners to provide information for consumers about the sustainability
measures taken by our partners. We have reported on our progress in our annual Sustainability Report, which is available
along with our Climate Action Plan, at www.bookingholdings.com/sustainability. Such reports are not incorporated by
reference into this Proxy Statement.
Supporting People & Communities
We operate in over 220 countries and territories and in over 40 languages globally, and we believe that a diverse
workforce operating in an inclusive environment has been a part of our success.
Leadership at the Top | ||
lThe Board and the T&C Committee are tasked with oversight of human capital management, including company culture, employee engagement, and talent recruitment, development, and retention. lThe CG Committee considers a mix of viewpoints, backgrounds, experience, and perspectives as factors in recommending persons for election or appointment to the Board. lAn executive‑level Steering Committee oversees efforts by brands and their management teams to foster inclusive environments. | ||
27% OF THE DIRECTOR NOMINEES ARE WOMEN | 2/3 CURRENT BOARD COMMITTEE CHAIRS ARE WOMEN | |
Our Workforce | |||
lWe measure organizational culture and engagement and regularly connect with our employees through engagement and quick pulse surveys to request feedback, and the results of these efforts are shared with senior management. We view our engagement surveys as an important tool for management to solicit and respond to employee feedback. lWe offer tailored learning opportunities to enable employees to upskill while at work and drive career conversations between employees and their managers, as well as succession planning. | |||
Promoting Health & Wellbeing | |
lOur brands implement a range of programs, resources, and initiatives that equip employees with tools for managing health‑related issues, including employee assistance programs, family planning resources, global leave policies, dedicated well‑being platforms, virtual and in‑person discussion forums, and educational libraries. | |
38 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Cybersecurity & Privacy
Cybersecurity & Privacy
We believe that identifying, assessing, and managing cybersecurity, privacy, and data protection and security risk is a vital
part of our responsibilities to our customers, partners, and employees, and we have built a governance structure to
manage these risks.
Oversight Structure
lThe Board and Audit Committee maintain responsibility for risk oversight related to cybersecurity, privacy, and data
protection and security.
lThe Cybersecurity Subcommittee oversees management's efforts and processes led by the Chief Security Officer and
Chief Privacy Officer to identify, assess, manage, and monitor significant cybersecurity and privacy risks.
lThe Cybersecurity Subcommittee meets at least four times a year and reports periodically on these matters to the Audit
Committee and the Board.
lOur internal audit function, with primary oversight by the Audit Committee, reviews and audits various aspects of our
risk management program to evaluate whether cybersecurity risks are appropriately identified and managed.
Cybersecurity Frameworks
lWe leverage the National Institute of Standards and Technology frameworks for cybersecurity and privacy.
lWe annually measure our security and privacy program maturity against these frameworks, and engage a third party
every other year to assess against these frameworks. The conclusions of such assessments are discussed with the
Cybersecurity Subcommittee and the Board.
Protection of Personal Data
lOur privacy program is built upon the Privacy Principles set out in our Code of Conduct, which include: transparency,
purpose, control, security, embedded privacy, and accountability. We reinforce these principles and expectations of our
employees through our Protecting Personal Data Policy and privacy and data security training.
Continuous Employee Education
lWe require that all employees complete regular privacy and data protection training, including annual privacy and
information security awareness trainings.
lWe also conduct tabletop simulations, phishing tests and conduct specialized training such as secure coding training
for our developers.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 39 |
CORPORATE GOVERNANCE
Security Ownership of Certain Beneficial Owners and Management
CORPORATE GOVERNANCE | ||
Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth information with respect to beneficial ownership of our common stock as of March 16, 2026
by (1) each person known by us to be the beneficial owner of more than 5% of our common stock; (2) each current
member of the Board and each of our director nominees; (3) each of our NEOs; and (4) all current directors and current
executive officers as a group. The percentage of shares owned is based on 783,191,550 shares as of March 16, 2026,
which amount reflects a total of 31,327,662 shares that were outstanding as of March 16, 2026, adjusted retroactively for
the Stock Split. Share numbers reflect the impact of the Stock Split.
Shares beneficially owned(a) | ||
Name of beneficial owner | Number | Percent |
Robert J. Mylod, Jr.(b) | 86,625 | * |
Glenn D. Fogel(c) | 537,900 | * |
Mirian M. Graddick‑Weir | 21,200 | * |
Kelly Grier | 3,275 | * |
Charles H. Noski(d) | 31,125 | * |
Larry Quinlan(e) | 3,275 | * |
Lynn V. Radakovich(f) | 9,050 | * |
Nicholas J. Read | 8,800 | * |
Thomas E. Rothman(g) | 31,150 | * |
Kurt Sievers(h) | — | * |
Sumit Singh(i) | 12,650 | * |
Vanessa A. Wittman | 15,975 | * |
Ewout Steenbergen | 50,150 | * |
Peter J. Millones | 452,300 | * |
Paulo Pisano | 49,300 | * |
The Vanguard Group(j) | 73,547,925 | 9.4% |
BlackRock, Inc.(k) | 64,338,300 | 8.2% |
All directors and executive officers as a group (15 persons)(l) | 1,312,775 | * |
*Represents beneficial ownership of less than one percent.
(a)Beneficial ownership is determined in accordance with the rules of the SEC and includes sole or shared voting and investment
power with respect to securities, except as discussed in the footnotes below. Shares of common stock issuable upon vesting of
restricted stock units or performance share units that vest by their terms within 60 days after March 16, 2026, are deemed to be
outstanding and to be beneficially owned by the person holding such stock options, restricted stock units and/or performance share
units for the purpose of computing the percentage ownership of such person, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person. Certain directors have elected to defer receipt of shares of common stock
pursuant to vested restricted stock unit awards for tax planning purposes. However, depending on the terms of the deferral program
in place at the time of the deferral, if the director does not have the right to receive the shares until more than 60 days after
termination of board service, those shares are not included in the above table even though the director has vested in the shares and
bears the economic risk of ownership.
(b)Includes 21,000 shares held by Annox Capital, LLC. Mr. Mylod is the managing member of Annox Capital, LLC and as a result may
be deemed to beneficially own the securities held of record by Annox Capital, LLC. Mr. Mylod disclaims such beneficial ownership
except to the extent of his pecuniary interest therein, if any.
(c)Includes 345,500 shares held by a grantor retained annuity trust of which Mr. Fogel is the trustee.
(d)Does not include 5,225 vested shares, the receipt of which has been deferred by Mr. Noski for tax planning purposes (such shares
will be issued to Mr. Noski 90 days after termination of his Board service). Includes 1,250 shares held by a family trust.
(e)Includes 3,275 shares held by a family trust.
(f)Includes 4,725 shares held by a family trust.
(g)Does not include 18,875 vested shares, the receipt of which has been deferred by Mr. Rothman for tax planning purposes (such
shares will be issued to Mr. Rothman 90 days after termination of his Board service). Includes 1,275 shares held by a family trust.
40 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
CORPORATE GOVERNANCE
Security Ownership of Certain Beneficial Owners and Management
(h)Mr. Sievers joined the Board effective on April 1, 2026. He is included in this table as a “current” member of the Board, although he
was not a member of the Board as of March 16, 2026.
(i)Includes 5,500 shares held by family trusts.
(j)Based solely on information provided in a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 13,
2024. These securities are owned by Vanguard directly or through wholly-owned subsidiaries of Vanguard. Vanguard reported that it
had sole voting power over 0 shares, shared voting power over 47,074 shares (equal to 1,176,850 shares adjusted retroactively for
the Stock Split), sole dispositive power over 2,790,034 shares (equal to 69,750,850 shares adjusted retroactively for the Stock Split)
and shared dispositive power over 151,883 shares (equal to 3,797,075 shares adjusted retroactively for the Stock Split). Vanguard
subsequently filed a Schedule 13G/A with the SEC on March 26, 2026, indicating that on January 12, 2026, it went through an
internal realignment, and certain subsidiaries or business divisions of subsidiaries of Vanguard that formerly had, or were deemed to
have, beneficial ownership with Vanguard will report beneficial ownership separately (on a disaggregated basis). Vanguard no longer
has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions.
As such, this information may not reflect current ownership of our common stock. Vanguard lists its address as 100 Vanguard
Boulevard, Malvern, Pennsylvania 19355.
(k)Based solely on information provided in a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 26, 2024.
These securities are owned by various institutional investors affiliated with BlackRock. BlackRock reported that it had sole voting
power over 2,288,672 shares (equal to 57,216,800 shares adjusted retroactively for the Stock Split), shared voting power over 0
shares, sole dispositive power over 2,573,532 shares (equal to 64,338,300 shares adjusted retroactively for the Stock Split), and
shared dispositive power over 0 shares. BlackRock lists its address as 50 Hudson Yards, New York, New York 10001.
(l)Consists of shares beneficially owned by all of our current directors and current executive officers, as a group. Does not include
24,100 vested shares of non‑employee directors, the receipt of which has been deferred for tax planning purposes (because such
shares will be issued 90 days after termination of each such director’s Board service).
41 |
Executive Compensation
A LETTER FROM THE TALENT AND COMPENSATION COMMITTEE TO OUR STOCKHOLDERS | 42 |
COMPENSATION DISCUSSION AND ANALYSIS | 43 |
EXECUTIVE SUMMARY | 43 |
COMPENSATION PHILOSOPHY AND OBJECTIVES | 47 |
COMPENSATION BEST PRACTICES | 47 |
PAY ELEMENTS | 48 |
HOW WE MEASURE PERFORMANCE | 49 |
HOW WE MAKE COMPENSATION DECISIONS | 49 |
OTHER COMPONENTS OF EXECUTIVE COMPENSATION | 61 |
COMPENSATION GOVERNANCE MATTERS | 62 |
TALENT AND COMPENSATION COMMITTEE REPORT | 63 |
SUMMARY COMPENSATION TABLE | 64 |
GRANTS OF PLAN‑BASED AWARDS TABLE | 66 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR‑END TABLE | 67 |
OPTION EXERCISES AND STOCK VESTED TABLE | 69 |
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE IN CONTROL ARRANGEMENTS | 69 |
POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL AND/OR TERMINATION | 76 |
2025 CEO PAY RATIO | 78 |
PAY VERSUS PERFORMANCE | 79 |
EQUITY COMPENSATION PLAN INFORMATION | 84 |
NON‑EMPLOYEE DIRECTOR COMPENSATION AND BENEFITS | 85 |
DELINQUENT SECTION 16(A) REPORTS SECTION | 87 |
TALENT AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 87 |
COMPENSATION RISK ASSESSMENT | 87 |
ADVISORY VOTE TO APPROVE 2025 EXECUTIVE COMPENSATION | 88 |
42 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
A Letter from the Talent and Compensation Committee to our Stockholders
A Letter from the Talent and Compensation Committee to
our Stockholders
Dear Fellow Stockholders,
Thank you for your ongoing support of Booking Holdings and our mission to make it easier for everyone to experience the
world. In 2025, Booking Holdings leadership continued to deliver strong results, focusing on continued execution of our
Company’s mission while innovating and advancing our strategic objectives to position us well for the future. As the Talent
& Compensation Committee, we strive to foster robust performance and growth through a thoughtfully-designed
compensation program.
Our Compensation Program
Our pay philosophy emphasizes connecting executive compensation with long‑term value creation for our stockholders,
mainly through equity awards based on the Company’s financial results and stock price performance. Our NEOs generally
receive a mix of 60% PSUs and 40% RSUs under our long-term incentive program. The PSUs have three-year financial
performance targets that are impacted by a relative total stockholder return (“TSR”) modifier and an absolute TSR
governor. Under the short-term incentive program, our NEOs annual bonuses are capped at two times target. These
features ensure that we reward maximizing shareholder returns and tie executive pay to Company performance. We also
prioritize the judicious use of stock-based compensation and in 2025, our stock-based compensation resulted in
approximately 0.4% of stockholder dilution, again positioning us in the bottom quartile of our peers.
Our Say-on-Pay vote received strong stockholder support of 88% in 2025, 90% in 2024, and 88% in 2023. In 2025, the
Company continued to engage in productive and insightful conversations with our stockholders, reaching out to investors
representing approximately 50% of our outstanding shares in each of the Spring and Fall to discuss compensation
matters, among other topics. In addition, a representative from one of our top 10 stockholders, which owns over 2% of
our outstanding shares, spoke with our full Board in October 2025. We value these discussions with our stockholders
and share their views that our NEOs should be compensated in ways that drive sustained business growth and
stockholder value.
Our 2025 Results and Looking Ahead to 2026
In 2025, the Company achieved record gross bookings, room nights, and revenues for the fourth straight year. In addition,
our NEOs executed on our long-term strategy by integrating new Gen AI features to enhance the consumer and partner
experience and drive efficiencies in our operations, growing our Connected Trip verticals, and enabling $550 million in
savings through a transformation program, creating capacity for the Company to reinvest in key strategic priorities. We
returned further value to stockholders in 2025 with share repurchases of about $5.9 billion, authorization of a new
$20 billion stock repurchase program, payment of quarterly dividends that distributed an aggregate of $1.2 billion, and
$1.1 billion utilized to settle the conversion premium on our convertible notes at maturity. In January 2026, the Board
approved a 9.4% per-share increase to our quarterly cash dividend. We believe our strong 2025 results and positioning for
2026 support the design for our executive compensation program.
As always, we value your feedback and thank you for your continued support and investment in our Company.
Mirian M. Graddick‑Weir, Chair
Robert J. Mylod, Jr.
Lynn V. Radakovich (retiring)
Sumit Singh
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 43 |
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
EXECUTIVE COMPENSATION | ||
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) describes the goals, rationale, and key elements of our 2025
executive officer compensation program. Our NEOs, who were our only executive officers for purposes of Exchange Act
Rule 3b‑7 during 2025, were:
Executive Officer Name | Title | Age(1) | Executive Officer Since |
Glenn D. Fogel | Director, President, and Chief Executive Officer Chief Executive Officer, Booking.com | 64 | 2011 |
Peter J. Millones | Executive Vice President and General Counsel | 56 | 2001 |
Paulo Pisano | Chief Human Resources Officer | 52 | 2021 |
Ewout Steenbergen | Executive Vice President and Chief Financial Officer | 56 | 2024 |
(1)Age as of March 31, 2026.
Executive Summary
2025 was another strong year at Booking Holdings. The Company set records in various financial metrics and returned
significant value to stockholders. Our Talent and Compensation Committee (the “T&C Committee”) designs the executive
compensation program to reflect our principles of aligning executive pay with stockholder returns and incentivizing
performance under our long-term and short-term incentive programs.
2025 Company Achievements
In 2025, management continued to return value to stockholders and execute on strategic priorities, including:
lachieving record annual room nights;
lintegrating new generative artificial intelligence ("Gen AI") features to enhance the consumer and partner experience
and drive efficiencies in our operations;
lcontinued advancement towards our Connected Trip vision to make planning, booking, and traveling simpler, more
personalized, and seamless;
lexpanding Booking.com's Genius loyalty program across verticals and continuing to improve loyalty programs across
our brands to provide a more personalized experience for consumers and incremental value to partners;
lpartnering with leading Gen AI organizations;
lcontinuing to increase brand awareness and localization in key geographies such as Asia and the U.S.;
lincreasing adoption of our payments platform and capabilities;
lgrowing our alternative accommodations offering;
lexecuting on our Transformation Program to drive efficiency and help create capacity for reinvestments in our strategic
priorities for long-term value creation;
lbroadening our supply and increasing flight and attraction ticket growth at Booking.com and Agoda;
lrepurchasing about $5.9 billion of stock, reducing our full year average share count by 3% versus 2024, paying out
$1.2 billion in quarterly cash dividends to stockholders, and utilizing $1.1 billion to settle the conversion premium on our
convertible notes at maturity; and
lcontinuing our efforts to make our brands the most trusted and convenient platforms for consumers and partners.
44 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Executive Summary
Financial and Operating Performance
GROSS BOOKINGS1 |
+12%
vs. 2024
in Billions
ROOM NIGHTS |
+8%
vs. 2024
in Millions
REVENUES |
+13%
vs. 2024
in Billions
NET INCOME |
in Billions
-8%
vs. 2024
ADJUSTED EBITDA* |
+20%
vs. 2024
in Billions
DILUTED EPS** |
+22%
vs. 2024
-4%
vs. 2024
n | GAAP Diluted EPS | n | Adjusted* Diluted EPS |
*See Appendix A to this proxy statement for a reconciliation of non‑GAAP financial measures and rationale for use of non‑GAAP
financial measures.
**Diluted EPS reflects the impact of the Stock Split.
(1)Gross bookings is a common operating and statistical metric used in the travel industry representing the total U.S. Dollar value,
generally inclusive of all taxes and fees, of all travel services purchased by consumers through our online travel reservation
businesses, net of cancellations.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 45 |
EXECUTIVE COMPENSATION
Executive Summary
EXECUTIVE COMPENSATION | ||
Returning Value to Stockholders
RETURN OF STOCKHOLDER VALUE* | |||
in Millions  | In 2025, we announced a new $20 billion stock repurchase authorization and repurchased ~$5.9 billion of our shares, reducing our year‑end share count by 3% versus 2024 and by 30% versus 2018. | ||
In 2025, we paid quarterly dividends resulting in $1.2 billion returned to stockholders by year end. | |||
In February 2026, we declared a cash dividend increase of 9.4% per‑share from 2025. | |||
*Share numbers retroactively adjusted to reflect the impact of the Stock Split.
Also in 2025, we utilized $1.1 billion to settle the conversion premium on our convertible notes at maturity to avoid dilution
from settlement in stock. In February 2026, the Board announced a 25-for-1 stock split of the Company’s shares of
common stock, which was effected on April 2, 2026.
46 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Executive Summary
Stockholder Engagement
We deeply value the feedback we receive through our stockholder engagement program. The Board and the T&C
Committee have conducted robust stockholder engagement campaigns and made several responsive changes to our
compensation program in the last several years. The 2024 and 2025 say-on-pay results reflected positive support for
these actions with 90% and 88% stockholder support, respectively. The Board and the T&C Committee considered this
strong stockholder support and did not make significant structural changes to our compensation program in 2025.
WHO WE REACHED OUT TO
 | Spring 2025 | ||
Outreach to 37 investors representing approximately 50% of outstanding shares | |||
Meetings with 8 investors representing approximately 8% of outstanding shares | |||
 | Fall 2025 | ||
Full board discussion with an actively- managed stockholder who owns over 2% of our outstanding shares | |||
Outreach to 36 investors representing approximately 50% of outstanding shares | |||
Meetings with 14 investors representing approximately 24% of outstanding shares | |||
KEY ENGAGEMENT MEMBERS | ||||
 | Board of Directors | |||
 | Governance & Compensation Team | |||
 | Investor Relations | |||
 | Sustainability | |||
KEY THEMES | ||||
EXECUTIVE COMPENSATION | lTarget setting lRSU/PSU Mix lLTI and STI goals | |||
GOVERNANCE AND RELATED TOPICS | lBoard refreshment lHuman rights lCybersecurity lSustainability | |||
COMPANY STRATEGY | lConnected Trip lGen AI | |||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 47 |
EXECUTIVE COMPENSATION
Compensation Philosophy and Objectives
EXECUTIVE COMPENSATION | ||
Compensation Philosophy and Objectives
Our executive compensation program adheres to the following fundamental principles:
lPerformance-based: NEOs should be compensated primarily based on performance.
lAlignment with interests of stockholders: we seek to incentivize management through performance metrics that are
likely to increase long-term stockholder returns and value.
lRetention: the program should help us attract and retain key management talent.
lConsistency: the program should be consistent over time to enable NEOs to implement a long-term strategy and
reward them if they achieve long-term results.
lBusiness-focused: the program aims to compensate NEOs primarily for their management of the business and
endeavors to mitigate the impact of external factors, such as currency fluctuations.
lRisk management: the program should incentivize appropriate risk-taking.
lBalance of short- and long-term performance: unexpected macro events should not have an outsized impact on
our program.
Compensation Best Practices
Our key compensation practices, which are also reflective of our compensation philosophy and objectives, include:
WE DO: | WE DO NOT: | |||||
 | Tie pay to performance. |  | Pay dividend equivalents unless the vesting and performance conditions for the underlying equity award are met. | |||
| Cap the bonus pool from which senior executives' individual cash bonuses are paid. |  | Permit stock option repricing without stockholder approval. | |||
| Cap individual bonus at two times target for NEOs. | | Provide significant executive-only perquisites. | |||
| Limit PSU payouts at target if TSR is not positive over the PSU measurement period. | | Permit hedging or pledging of our stock by our directors and NEOs. | |||
| Use “double triggers” in our severance agreements and equity awards. | | Provide change in control severance tax gross-ups. | |||
| Have both an incentive-based compensation clawback policy and a Financial Restatement Recovery Policy aligned with SEC requirements. | | Enter into new arrangements with NEOs that would pay cash severance in excess of 2.99 times salary and target bonus, without stockholder ratification. | |||
| Conduct an annual risk assessment of our executive compensation program. | |||||
| Conduct a robust stockholder engagement process. | |||||
| Conduct formal executive succession planning. | |||||
| Have meaningful stock ownership guidelines. | |||||
48 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Pay Elements
Pay Elements
We use different elements of our executive compensation program to drive different behaviors. The elements work
together to achieve our compensation philosophy and objectives described above.
Element | Form | Key Characteristics | Link to Stockholder Value | ||
Base Salary | Cash | Determined by: lReview of the Compensation Peer Group described below; lIndividual performance of the executive, including level of responsibility and breadth of knowledge; and lReview of the executive's total compensation, both individually and relative to other senior executives. | lProvide a level of economic security and stability so executives can focus on meeting our objectives, and encourage attraction and retention of top talent. | ||
Short-term Incentive Program | Cash | lCompany financial performance and individual performance; and lCap of 2x target for individual NEO bonuses. | lPromote achievement of the Company's annual goals. | ||
Long-term Incentive Program | PSU 60% of LTI(1)  | lTied to our financial performance, our relative TSR compared to a group of travel and tourism peers, and capped at target if absolute TSR is not positive; and lNumber of shares ranges from zero to 2x the target grant amount, depending on our financial performance over a three-year performance period. | lIncentivize strong long-term financial and TSR performance, as well as increases in our stock price over a three-year period. | ||
RSU 40% of LTI(1)  | lTied to value of stock; and lAlso used in connection with new hires or promotions to provide an initial stake in the Company and an additional retention incentive until the individual's PSUs begin to vest. | lAlignment of interests with stockholders and to provide a retention element that balances the at-risk pay in the long-term incentive program. | |||
(1)In 2025, Mr. Pisano began receiving a mix of 50% PSUs and 50% RSUs as part of a review of compensation practices for
similarly-situated individuals.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 49 |
EXECUTIVE COMPENSATION
How We Measure Performance
EXECUTIVE COMPENSATION | ||
How We Measure Performance
We measure performance based on:
lRevenue is the Company's revenue, taking into account any Compensation EBITDA adjustments that impact revenue.
lCompensation EBITDA is a non-GAAP financial measure based on our adjusted earnings before interest, taxes,
depreciation, and amortization, as publicly reported in our earnings press releases ("Adjusted EBITDA"), further
adjusted to align measurement of performance on a basis consistent with how the performance targets were set and to
reduce the risk that our compensation plan could incentivize inappropriate decision-making by management to achieve
targets. In particular, Compensation EBITDA:
lIs impacted by stock-based compensation expenses;
lExcludes results of acquisitions that were not incorporated into the targets set at the outset of awards to prevent
"buying results;"
lExcludes the impact of foreign exchange rate changes between the time targets are set and the end of the relevant
period; and
lTreats all capital expenditures as expenses, which reduces Compensation EBITDA relative to our Adjusted EBITDA.
lRelative Total Stockholder Return (rTSR) is a measurement of the Company's total stockholder return versus the
total stockholder return of a group of the Company's travel and tourism peers.
lAbsolute Total Stockholder Return (TSR) is a measurement of the Company's absolute total stockholder return over
the course of three years, to ensure executive compensation is aligned with stockholder value creation.
lIndividual Contributions such as individual execution against the Company's strategic priorities, including non-
financial goals.
How We Make Compensation Decisions
2024 |  | Summer 2024 |  | Fall 2024 | |||||||
lCompensation planning began for 2025 compensation lAssessment of Compensation Peer Group | lAnalysis of market compensation lConducted stockholder engagement lConsolidated feedback and communicated to the T&C Committee lReviewed competitiveness of plan design | ||||||||||
2025 |  | Winter 2025 | | Summer 2025 | |||||||
lBoard met with a stockholder holding approximately 3% of our shares lSet 2025 Bonus Plan and long-term incentive plan performance targets lSet Company and individual goals for 2025 lT&C Committee assessed and revised PSU/ RSU mix for Chief Human Resources Officer lGranted three-year 2025 PSUs and RSUs | lConsolidated feedback from annual meeting voting outcomes and spring stockholder engagement for T&C Committee and Board | ||||||||||
 | Spring 2025 | | Fall 2025 | ||||||||
lEngaged stockholders on matters to be voted on at the annual stockholder meeting, including say-on-pay | lConducted stockholder engagement lT&C Committee assessed compensation trends and considered the compensation program for 2026 lBoard met with a stockholder holding over 2% of our shares | ||||||||||
2026 | | Winter 2026 | |||||||||
lCommunicated stockholder feedback to the T&C Committee lFinalized 2025 Bonus Plan performance achievement and 2023 PSU vesting factor | |||||||||||
50 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
How We Make Compensation Decisions
THE ROLE OF THE BOARD AND THE T&C COMMITTEE | THE ROLE OF MANAGEMENT | |||||
lThe independent members of the Board set performance objectives for the Company at the beginning of the year as well as performance objectives and target total compensation for the CEO for the coming year. lAt the beginning of the following year, the T&C Committee reviews the CEO’s and the Company’s performance against those objectives and recommends CEO compensation to the Board. lThe T&C Committee recommends, and the independent members of the Board review and approve, the payout amount of the CEO’s bonus for the prior year. lThe T&C Committee sets performance objectives, reviews performance against those objectives, and determines the compensation for the NEOs other than the CEO. | lOur CEO provides performance assessments and detailed compensation recommendations regarding our NEOs other than himself. lOur executive management team provides input to help the T&C Committee set performance metrics for our annual performance‑based Bonus Plan and long‑term incentive plan. | |||||
THE ROLE OF THE COMPENSATION CONSULTANT | ||||||
The T&C Committee engaged Semler Brossy, an outside global executive compensation consulting firm, to advise the T&C Committee on our compensation program for the NEOs. After considering the independence factors prescribed by SEC rules, the T&C Committee determined that Semler Brossy is independent and that there were no conflicts of interest with Semler Brossy in 2025. At the T&C Committee’s direction and support, management collaborates with Semler Brossy regarding certain committee materials in advance of meetings and regularly requests market data, input, and recommendations to inform the committee’s decision‑making process. Semler Brossy participates in T&C Committee meetings and regularly meets with the committee without management present. During 2025 and 2026, Semler Brossy assisted the T&C Committee on the following matters: lAdvised on the composition of the Compensation Peer Group and TSR Peer Group; lPrepared analyses of NEO compensation levels as compared to the Compensation Peer Group, including individual salary and target bonus amounts, and made compensation recommendations; lProvided analysis and recommendations for the T&C Committee’s consideration of changing the PSU/RSU mix for the Chief Human Resources Officer; lAdvised the T&C Committee on the implementation of the individual NEO bonus cap; lIn response to stockholder feedback, recommended strengthening the Company’s executive stock ownership guidelines; lProvided advice on the appropriateness of our 2025 Bonus Plan awards and long‑term incentives; lProvided analysis regarding the equity plan, including advising on the shares available under the plan; lCompleted an independent compensation program risk assessment; and lPrepared tally sheets and IRC Section 280G analyses to determine there are no “excess parachute payments.” | ||||||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 51 |
EXECUTIVE COMPENSATION
How We Make Compensation Decisions
EXECUTIVE COMPENSATION | ||
Benchmarking and Target Compensation
Our benchmarking analysis includes a comparison of each element of total compensation against a peer group of
publicly‑traded companies. The primary characteristics used to determine the peer group are industry, revenues,
qualitative business attributes, and peers identified by our peers. The T&C Committee includes a balance of travel,
e-commerce, and software/platform technology companies and seeks to primarily include companies with revenues
between one‑half and two times our annual revenues. The T&C Committee also included leading e-commerce or
technology companies with revenues that exceed two times our revenues because there are relatively few companies that
meet our criteria and we compete with those companies for executive talent.
The T&C Committee reviews the existing peer group annually with the help of its independent compensation consultant. In
2024, the T&C Committee determined that the peer group for 2025 compensation decisions would consist of the sixteen
companies listed below (the “Compensation Peer Group”). The T&C Committee reviewed revenues of the Compensation
Peer Group from the last twelve months as of May 2024 and confirmed our revenues ranked at approximately the 50th
percentile of such group.
Adobe Inc. | Expedia Group, Inc. | PayPal Holdings, Inc. |
Airbnb, Inc. | IAC/InterActiveCorp | TripAdvisor, Inc. |
Alphabet Inc. | Marriott International, Inc. | Uber Technologies, Inc. |
Amazon.com, Inc. | Meta Platforms, Inc. | Wayfair, Inc. |
eBay Inc. | Microsoft Corporation | |
Electronic Arts Inc. | Netflix, Inc. |
The T&C Committee reviews data from the Compensation Peer Group to assess “market” compensation for each NEO,
which it considers to be within a range of the median of comparable executives’ pay for the Compensation Peer Group,
and to ensure that our executive compensation program as a whole is competitive. The Compensation Peer Group does
not dictate the NEOs’ compensation and is not a substitute for the T&C Committee’s judgment in establishing
compensation.
Overview
Each year, the T&C Committee reviews all compensation elements, including each NEO’s base salary, annual cash bonus
opportunity, and long‑term equity incentives, as well as payments that would be required under various severance and
change in control scenarios. The T&C Committee considers each executive’s market compensation levels and individual
performance. The 2025 compensation program emphasizes a significant percentage of performance‑based pay.
Performance‑based pay is forfeitable if revenue and compensation EBITDA performance goals are not met. The T&C
Committee believes that performance‑based compensation appropriately incentivizes executives to achieve results for the
long‑term benefit of our stockholders.
2025 COMPENSATION MIX(1) | |
CEO | Average of Other NEOs |
(1)Mix is shown at target. Percentages are approximate due to rounding.
52 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
How We Make Compensation Decisions
2025 Named Executive Officer Performance
GLENN D. FOGEL President and Chief Executive Officer | |
The Board and the T&C Committee considered the following highlights of Mr. Fogel’s 2025 performance:
lHis consistent and exemplary leadership throughout the year;
lOur financial and operating performance, including the Company’s highest‑ever revenue, gross bookings, and
room nights;
lIntegration of new generative artificial intelligence ("Gen AI") features to enhance the consumer and partner experience
and drive efficiencies in our operations;
lContinued advancement towards our Connected Trip vision to make planning, booking, and traveling simpler, more
personalized, and seamless;
lExpansion of Booking.com's Genius loyalty program across verticals and continued improvement of loyalty programs
across our brands to provide a more personalized experience for consumers and incremental value to partners;
lPartnerships with leading Gen AI organizations;
lContinued to increase brand awareness and localization in key geographies such as Asia and the U.S.;
lIncreased adoption of our payments platform and capabilities;
lGrowth of our alternative accommodations offering;
lExecution on our Transformation Program to drive efficiency and help create capacity for reinvestments in our strategic
priorities for long-term value creation;
lBroadening our supply and increased flight and attraction ticket growth at Booking.com and Agoda;
lHis healthy, open, and constructive relationship with key stakeholders; and
lHis consistent “tone at the top” of absolute integrity, as well as his outstanding commitment, people management skills,
and investor and Board communication skills.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 53 |
EXECUTIVE COMPENSATION
How We Make Compensation Decisions
EXECUTIVE COMPENSATION | ||
EWOUT STEENBERGEN Executive Vice President and Chief Financial Officer | |
Mr. Steenbergen is our Executive Vice President and Chief Financial Officer since 2024. Previously he served as EVP,
Chief Financial Officer at S&P Global Inc. (“S&P”), a financial information and analytics company, since 2016. As part of
his role as CFO at S&P, Mr. Steenbergen was also appointed as President, Engineering Solutions in 2022 when S&P
merged with IHS Markit, and led Kensho Technologies, an S&P artificial intelligence company, from 2018. Prior to his role
with S&P, Mr. Steenbergen served as Executive Vice President and CFO of Voya Financial, Inc., a financial services
company. He also serves on the board of directors of AXA Group (France) and UNICEF USA.
The T&C Committee and Mr. Fogel considered the following highlights of Mr. Steenbergen’s 2025 performance:
lExceptional leadership and performance as Chief Financial Officer along with strategic insight and advice;
lOur financial and operating performance, including the Company’s highest‑ever revenue, gross bookings, and
room nights;
lExecution on our Transformation Program to improve operating expense efficiency, increase organizational agility, and
free up resources for reinvestment;
lLeadership in developing our strategic reinvestment program, ensuring disciplined capital allocation toward priorities
that drive long-term value creation;
lShaped a capital management program with a focus on creating long-term value for stockholders;
lEnhanced external disclosures and investor materials to enrich discussions with stockholders;
lIncreased adoption of our payments platform and capabilities;
lLeadership, management, and strengthening of our finance department including through leadership development;
lLeadership in developing our financial plans;
lExceptional management of capital during volatile macroeconomic periods and economic uncertainty;
lEffective communication with the financial and investor communities; and
lNotable progress of key operating efficiency initiatives.
54 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
How We Make Compensation Decisions
PETER J. MILLONES Executive Vice President and General Counsel | |
Mr. Millones has been our General Counsel since January 2001 and our Executive Vice President since April 2003. He
previously served as our Vice President and Associate General Counsel from March 2000 to January 2001 and as our
Corporate Secretary from January 2001 to April 2018 and March 2021 to January 2022. Prior to that, Mr. Millones was
with the law firm of Latham & Watkins LLP.
The T&C Committee and Mr. Fogel considered the following highlights of Mr. Millones’ 2025 performance:
lExceptional leadership and performance as General Counsel;
lSkillful management of our legal department, including the compliance and privacy teams;
lNavigation of the increasingly complex regulatory environment for online digital platforms;
lContributions to improving our systems and processes, including global legal coordination and collaboration among our
different brands on key issues;
lHis healthy, open, and constructive relationship with key stakeholders including the Board; and
lOversight of our corporate governance practices and efforts to organize and assist with the Board’s activities.
PAULO PISANO Chief Human Resources Officer | |
Mr. Pisano has served as our Chief Human Resources Officer since August 2021 and as Senior Vice President and Chief
People Officer of Booking.com since March 2020. Prior to joining Booking.com, Mr. Pisano was the Chief People Officer at
Galp, a globally integrated energy company, from December 2015. Previously, he served as the SVP and Chief Talent
Officer at Pearson, an education publishing and learning assessment company, following his post as Head of
Organizational Effectiveness at Barclays.
The T&C Committee and Mr. Fogel considered the following highlights of Mr. Pisano’s 2025 performance:
lGlobal coordination of the human resources function and engagement with employees through global
macroeconomic uncertainty;
lLeadership and development of our global workforce that reflects and is responsive to the needs of our consumers
and partners;
lExceptional leadership through the Transformation Program.
lContinued focus on maintaining a committed and engaged workforce across continents at various brands;
lEffective engagement with key stakeholder groups around the Company;
lEfforts to attract and retain talent in key roles to build new functions, innovations, and products; and
lCreation of opportunities for employees to grow and build their careers through training and development programs.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 55 |
EXECUTIVE COMPENSATION
How We Make Compensation Decisions
EXECUTIVE COMPENSATION | ||
2025 Base Salaries
Salary levels are typically considered annually as part of our performance review process as well as upon a promotion or
other change in job responsibility. In 2025, the T&C Committee made no changes to the annual base salaries of our
NEOs. The differences between 2024 and 2025 for Messrs. Fogel, Millones, and Pisano noted below are a result of the
salary adjustment that occurred during 2024, reflecting a lower base salary paid for part of the year. Mr. Steenbergen’s
2024 salary reflects his March 15, 2024 start date.
Executive Officer | 2024 Salary(1) | 2025 Salary(1) | |
Glenn D. Fogel | $1,166,667 | $1,250,000 | |
Ewout Steenbergen(2) | $656,298 | $825,000 | |
Peter J. Millones | $717,750 | $750,000 | |
Paulo Pisano(3) | $572,390 | $620,884 |
(1)2024 and 2025 salaries listed reflect the amount received over the course of the year to align with the amount reported in the
Summary Compensation Table.
(2)Mr. Steenbergen became our Executive Vice President and Chief Financial Officer on March 15, 2024.
(3)Mr. Pisano’s 2024 salary reflects the average 2024 EUR/USD exchange rate of 1.08168149 and 2025 salary reflects the average
2025 EUR/USD exchange rate of 1.12887982.
Short‑term Incentive Program
Under our Bonus Plan, the bonus pool is meaningfully funded only if we have significant year-over-year earnings and/or
revenue growth on a fixed currency basis, taking into account the size of our business, market expectations regarding our
growth, and our expectations regarding the growth of our markets. The Bonus Plan pool applicable to our NEOs is funded
based on our Compensation EBITDA and Revenue, which were used on an equally‑weighted basis to measure
performance in connection with the 2025 NEO Bonus Plan.
The amount in the pool increases as our Compensation EBITDA and/or Revenue increase (until the cap on the pool is
reached), and cash bonuses are awarded to NEOs from this pool. Although Company performance is a key factor in
individual bonus payments for our NEOs, the T&C Committee may adjust the aggregate pool and/or individual bonuses
upwards up to the max pool cap or downwards as it deems appropriate, subject to an individual bonus cap of two times
their target bonus.
2025 Bonus Plan Outcomes
To set rigorous growth targets for the 2025 Bonus Plan, the T&C Committee considered feedback from stockholder
engagement and consensus performance expectations following the Company's record financial performance in 2024.
Bonus | 2025 Revenue Performance Relative to 2024(1) | 2025 Compensation EBITDA Performance Relative to 2024(1) |
At Target | 6% growth | 6% growth |
At Maximum | 10% growth | 14% growth |
Actual | 7% growth | 13% growth |
(1)Growth percentages are rounded.
56 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
How We Make Compensation Decisions
The Company’s strong financial performance in 2025 resulted in the Company exceeding its target performance goals and
funding the NEO bonus pool at 1.62 times target, but not reaching maximum funding of two times target, indicating the
rigor of these targets. The Company’s Revenue performed 2% above target and Compensation EBITDA performed 7%
above target. The T&C Committee took the Company’s financial performance into account when it awarded the NEOs a
bonus payout of approximately 1.62 times target under the 2025 Bonus Plan reflected below.
Named Executive Officer | Base Salary(1) | Bonus Target as a % of Base Salary | Actual 2025 Bonus Awarded |
Glenn D. Fogel | $1,250,000 | 200% | $4,042,500 |
Ewout Steenbergen | $825,000 | 180% | $2,401,245 |
Peter J. Millones | $750,000 | 170% | $2,061,675 |
Paulo Pisano(2) | $620,884 | 140% | $1,405,557 |
(1)2025 bonus is calculated based on each NEO’s base salary amount received over the course of the year to align with the amount
reported in the Summary Compensation Table.
(2)In addition to Mr. Pisano’s bonus for 2025 under the short-term incentive program, he also received a bonus of $282,220 in
connection with his individual exceptional performance in his role as Chief Human Resources Officer. Amounts for Mr. Pisano are
converted using the EUR/USD exchange rate of 1.12887982, which was the average rate for 2025.
Long‑term Incentive Program
In shaping the long‑term incentive program, the T&C Committee focused on incentivizing the NEOs to deliver results for
the Company aligned with long‑term value creation for stockholders, as follows:
40% RSUs | 60% PSUs | |
Provide a retention element that balances the at-risk pay in the long-term program. | Provide a significant compensation opportunity tied to long-term financial performance and total shareholder return. |
Long-Term
Incentive
Program(1)
lThree‑year time‑based award: aligned with stock price
l2025 PSUs: vest in three years with three‑year goals tied to
Revenue and Compensation EBITDA
lrTSR modifier: +/- 25% depending on TSR performance
relative to peers at the end of the three‑year measurement
period and subject to the TSR governor and a max 2x cap
lTSR governor: caps PSU vesting factor at target unless
absolute TSR is positive over the course of the three‑year award
(1)In 2025, Mr. Pisano began receiving a mix of 50% PSUs and 50% RSUs as part of a review of compensation practices for similarly-
situated individuals.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 57 |
EXECUTIVE COMPENSATION
How We Make Compensation Decisions
EXECUTIVE COMPENSATION | ||
Performance Share Units
In 2025 the T&C Committee approved grants of PSUs with three‑year targets and performance periods, an rTSR modifier,
and TSR governor.
TSR Governor
The T&C Committee is committed to aligning executive incentive compensation with stockholder returns and value
creation. This is the primary driver behind the TSR governor, which caps the PSU vesting factor at target unless absolute
TSR is positive over the three‑year period of the award. This ensures that NEOs realize upside only if stockholders realize
positive returns.
Relative TSR Modifier
At the end of the three‑year measurement period for TSR, the PSUs are adjusted upwards or downwards by up to 25%
based on the Company’s TSR relative to the TSR of a peer group of travel and tourism industry companies, subject to the
absolute TSR governor and capped at a maximum of two times target.
If rTSR is: | Then the rTSR Modifier is: |
Below the 25th Percentile | 0.75 |
Between the 25th and 39th Percentile | 0.875 |
Between the 40th and 60th Percentile | 1 |
Between the 61st and 75th Percentile | 1.125 |
Greater than the 75th Percentile | 1.25 |
The rTSR peer group is broader than the Compensation Peer Group because we considered only industry comparability
and not size or other characteristics that are more relevant for benchmarking pay.
2025 PSU Relative TSR Peer Group | ||
Accor SA | Airbnb, Inc. | Amadeus IT Group, S.A. |
American Airlines Group Inc. | Avis Budget Group, Inc. | Carnival Corporation & plc |
Choice Hotels International, Inc. | Delta Air Lines, Inc. | Deutsche Lufthansa AG |
easyJet plc | Expedia Group, Inc. | Hilton Grand Vacations Inc. |
Hilton Worldwide Holdings Inc. | Hyatt Hotels Corporation | InterContinental Hotels Group PLC |
International Consolidated Airlines Group, S.A. | Japan Airlines Co., Ltd. | Marriott International, Inc. |
Marriott Vacations Worldwide Corporation | Norwegian Cruise Line Holdings Ltd. | Qantas Airways Limited |
Royal Caribbean Group | Ryanair Holdings plc | Sabre Corporation |
Singapore Airlines Limited | Sixt SE | Southwest Airlines Co. |
Travel + Leisure Co. | Trip.com Group Limited | TripAdvisor, Inc. |
trivago N.V. | TUI AG | United Airlines Holdings, Inc. |
Wyndham Hotels & Resorts, Inc. | ||
58 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
How We Make Compensation Decisions
Relative TSR Peer Group Total Stockholder Return(1)
169% |
125% |
62% |
62% |
53% |
22% |
12% |
24% |
14% |
9% |
2% |
(4%) |
(1)The 1‑year, 2‑year, and 3‑year TSRs are based on the calculated TSRs including dividends between the last trading day of 2025
and the last trading day of the year in 2024, 2023, and 2022, respectively.
2025 Performance Thresholds
The 2025 PSUs granted to our NEOs are forfeitable if certain minimum financial performance thresholds are not achieved
and have a maximum payout of two times the number of “target” shares. The number of target shares was determined by
taking a fixed U.S. Dollar amount established by the T&C Committee and dividing that amount by the fair market value of
our common stock on the date of grant, which, as provided under our equity plan, is the closing price of our common stock
on the trading day immediately preceding the date of grant. In setting our 2025 PSU financial performance thresholds, the
T&C Committee considered our 2025 budget, our expectations for the global travel market over the three‑year
performance period, internal projections over the three‑year performance period for us and certain of our peers, and
external consensus projections. The 2025 PSU financial performance thresholds were set above the 2024 PSU financial
performance thresholds.
The T&C Committee also sought to ensure that the performance thresholds, in particular those that would result in a
payout above target, reflected performance that would be expected to reward our stockholders.
The equally‑weighted Revenue and Compensation EBITDA goals for the 2025 PSUs covering the three‑year period
ending December 31, 2027 are:
If Revenue for the three‑year period ending December 31, 2027 is: | If Compensation EBITDA for the three‑year period ending December 31, 2027 is: | Then the number of shares that will be issued is:(1) |
Below $71.2 billion | Below $23.3 billion | Forfeiture |
Between $71.2 billion and $81.7 billion | Between $23.3 billion and $28.1 billion | 0x to 1x the target grant |
At $81.7 billion | At $28.1 billion | 1x the target grant |
Between $81.7 billion and $85.3 billion | Between $28.1 billion and $30.3 billion | 1x to 2x the target grant |
Above $85.3 billion | Above $30.3 billion | 2x the target grant |
(1)Number of shares that could be issued (i) is based on performance against each of the Revenue and Compensation EBITDA goals,
measured separately, with meaningful achievement of both needed for a 2x outcome, and (ii) is subject to the rTSR modifier and
TSR governor applied after the end of the performance period.
As noted above, the 2025 PSUs are also subject to the application of the rTSR modifier and TSR governor after the end of
the three‑year performance period.
The Company’s outstanding performance in the three-year period ending December 31, 2025 resulted in achieving two
times target for the 2023 PSUs, which vested in March 2026.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 59 |
EXECUTIVE COMPENSATION
How We Make Compensation Decisions
EXECUTIVE COMPENSATION | ||
Restricted Stock Units
In 2025, our long-term incentive program provided for grants comprised of 40% RSUs to NEOs, except for Mr. Pisano, the
Company’s Chief Human Resources Officer, who received a grant of 50% RSUs as part of a review of compensation
practices for similarly-situated individuals. The T&C Committee believes this structure is in line with market practice and
provides an appropriate base level of long-term pay and stability in the program design, with significant retention value
tied to stock price and continuous service. Stockholders have expressed to us their continued support for a time-based
component in our long-term incentive program.
The NEOs received the following three‑year RSU awards in 2025:
Executive | Grant date value of award |
Glenn D. Fogel | $10,001,115 |
Ewout Steenbergen | $3,239,728 |
Peter J. Millones | $3,002,313 |
Paulo Pisano | $2,374,152 |
These awards vest equally over three years, provided the recipient is still employed by the Company.
RSUs are also used from time to time in connection with the hiring or promotion of a new senior executive to provide
retention incentives during the initial years of employment to balance the uncertainty associated with the typical three‑year
cliff vesting and performance terms of PSUs.
Dividend Equivalents
RSUs and PSUs granted to our employees in 2025 have dividend equivalent rights, which generally provide for settlement
in cash in an amount equal to the value of dividends declared by the Board on the number of shares subject to the
applicable award during the vesting period. The dividend equivalents will only pay out if and to the extent that the
time‑based vesting and performance‑based vesting conditions have been met for the underlying award.
Stock Options
We did not grant any stock options to our NEOs in 2025.
Stockholder Dilution
We believe in the responsible use of stock‑based compensation. The T&C Committee reviews the dilutive impacts of
planned equity awards every year and unlike many other companies, we include the negative impact of stock‑based
compensation expense in the profit metrics we highlight in our earnings reports.
Stockholder dilution from our equity incentive programs, including stock-based compensation as a percentage of weighted average shares outstanding, was below the 25th percentile of our Compensation Peer Group. | We are proud that in 2025, our stock‑based compensation resulted in approximately 0.4% of stockholder dilution and during the last 5 years, resulted in less than 3% of cumulative dilution. | |||
60 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
How We Make Compensation Decisions
BKNG Stock‑Based Compensation Expense as a % of GAAP Net Income
2023 | 2024 | 2025 |
12% | 10% | 11% |
% of EBITDA Retained After Stock-Based Compensation Expense (2025)(1) | |||
Compensation Peer Group(3) | |||
BKNG(2)
25th Percentile
Median
75th Percentile
Stock-Based Compensation Expense | Post-SBC EBITDA |
(1)Percentages represent Post‑SBC EBITDA for 2025. If a Compensation Peer Group company’s annual EBITDA (see also footnote 3
below) is negative, its results are excluded.
(2)The Company's publicly reported Adjusted EBITDA is further adjusted to add back stock‑based compensation expense to present
pre‑SBC Adjusted EBITDA consistent with how it is calculated for the Compensation Peer Group. The Company's stock‑based
compensation expense as a percent of pre‑SBC Adjusted EBITDA is 6%. See Appendix A for a reconciliation of adjusted financial
measures and rationale for use of adjusted financial measures.
(3)Data is derived from publicly reported information of Compensation Peer Group companies. The Company's use and calculation of
Adjusted EBITDA and Pre‑SBC Adjusted EBITDA may differ from the other companies' use and calculation of such non‑GAAP
financial measures. For companies that do not publicly report EBITDA, reported stock‑based compensation expense and operating
income excluding depreciation & amortization expense are used.
Stock-Based Compensation Expense as a % of Net Cash Provided by Operating Activities |
2025 | 2023-2025(1) | ||
Data is derived from publicly reported information of Compensation Peer Group companies. ADBE, EA, and MSFT do not
have December 31 fiscal year ends, so their full year data is shown as of their latest completed fiscal year (e.g., MSFT’s
2025 data is for the twelve months ended June 30, 2025).
(1)Represents the cumulative SBC expense and cumulative net cash provided by operating activities over the period.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 61 |
EXECUTIVE COMPENSATION
Other Components of Executive Compensation
EXECUTIVE COMPENSATION | ||
Other Components of Executive Compensation
Change in Control Benefits
Our equity grants do not provide for “single trigger” accelerated vesting based solely on the occurrence of a change in
control. Acceleration of equity grants only occurs upon certain terminations of employment that occur at the same time
as or following a change in control, or upon certain terminations of employment that occur independently of a change in
control. Generally, in the context of a change in control, upon a termination of employment by us “without cause” or by the
employee on account of their disability (and in some circumstances, for “good reason”) that occurs coincident with or
following the change in control, the vesting of outstanding equity will be accelerated to the termination date on a pro‑rata
basis based on the portion of the performance period that has passed. Our awards do not provide for full acceleration of
an award except in the case of the employee’s death.
Severance Benefits
Severance arrangements and change-in-control provisions in our equity awards are designed to:
lencourage executives to remain focused on our business in the event of a rumored or actual fundamental corporate
change or changes in the organization or its employment needs and provide assistance during any transition, and
lmanage compensation‑related risks and align the interests of executives and stockholders by incentivizing executives
to manage the business and evaluate potential change in control transactions from the perspective of a stockholder.
Each of our NEOs is entitled to receive severance benefits upon, among other things, a termination “without cause” or
“for good reason.” The T&C Committee believes the amount of severance compensation each NEO would receive is
appropriate based on market practice and the duration of non‑competition agreements between us and our NEOs.
See Employment Contracts, Termination of Employment, and Change in Control Arrangements beginning on page
69 for additional details.
Employee Benefits
Our health care and other insurance programs are generally the same for all eligible employees, including the NEOs,
depending on their geographic location. We maintain a 401(k) plan for all eligible U.S.-based employees and certain
other eligible employees, including our NEOs (excluding Mr. Pisano), which allows eligible employees to contribute up
to 75% of their eligible pay (generally base salary and bonus), up to limits imposed by the U.S. Internal Revenue Code,
as pre‑tax and/or Roth contributions. In addition, eligible U.S.-based employees can contribute up to 5% of their eligible
pay on an after tax basis up to limits imposed by the U.S. Internal Revenue Code. We make a cash matching contribution
to this 401(k) plan for participants, including NEOs, of 50 cents on the dollar on the first 6% of eligible pay contributed to
the plan.
All eligible Booking.com employees, including Mr. Pisano, receive a work‑from‑home allowance and a benefit for certain
travel reservations made through Booking.com.
Perquisites
We do not maintain any material perquisites or personal benefits for the NEOs, such as company planes, cars, financial
services, or country club memberships. In connection with Messrs. Fogel and Pisano taking on executive roles at both the
Company based in the United States and its subsidiary Booking.com based in the Netherlands, the Company provides
benefits to Messrs. Fogel and Pisano to ensure that they do not incur additional expenses or tax liability as a result of
these additional roles. These benefits include payment of costs for the preparation of Dutch and U.S. tax returns and
similar accounting fees, a related tax gross-up, and tax equalization, which caps total tax exposure to what the individual
would be taxed on earnings from the company under home country tax laws and is designed to yield neither an economic
benefit nor detriment as a result of holding dual roles in the Netherlands and United States.
62 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Compensation Governance Matters
Compensation Governance Matters
Stock Ownership Guidelines
Our stock ownership guidelines require executive officers to own the number of shares of our common stock indicated
below. For these purposes, shares owned outright by an executive officer are counted, but unvested stock options, vested
stock options that have not been exercised, and unvested stock‑based equity awards are not considered. Executive
officers who do not meet the stock ownership guidelines must retain a minimum of 50% of the shares received on an
after‑tax basis from the exercise of stock options, the vesting of RSUs and PSUs, and the settlement of any other
stock‑based equity award until the ownership target is reached. In 2025, in response to stockholder feedback and in
consultation with Semler Brossy, the T&C Committee revised our stock ownership guidelines applicable to executive
officers. As of March 16, 2026, each current executive officer was in compliance with the guidelines.
Name | Number of Shares Required to be Owned under our Stock Ownership Guidelines: | Number of Shares Owned as of March 16, 2026(1) | Value of Shares Owned as of March 16, 2026(2) | |||
Glenn D. Fogel, President and Chief Executive Officer | Shares valued at six (6) times base salary | 537,900 | $92,368,618 | |||
Ewout Steenbergen, Executive Vice President and Chief Financial Officer | Shares valued at three (3) times base salary | 27,275 | $4,683,685 | |||
Peter J. Millones, Executive Vice President and General Counsel | Shares valued at three (3) times base salary | 452,300 | $77,669,318 | |||
Paulo Pisano, Chief Human Resources Officer | Shares valued at three (3) times base salary | 49,300 | $8,465,835 | |||
(1)See Security Ownership of Certain Beneficial Owners and Management for certain details relating to beneficial stock ownership
calculated in accordance with SEC rules. Share numbers reflect the impact of the Stock Split.
(2)Based on the closing share price on March 16, 2026 adjusted retroactively for the Stock Split.
Our stock ownership guidelines also establish requirements for non‑employee members of the Board, which are set forth
under Non‑Employee Director Compensation and Benefits on page 85.
Short-Selling, Hedging and Pledging Prohibitions
We prohibit NEOs, directors, and employees from entering into hedging transactions with respect to our stock, speculating
in our stock, or engaging in short‑term trading in our stock such as “day trading.” Such prohibited activity includes short
selling; buying or selling publicly traded options, including writing covered calls; buying our stock on margin (unless
arrangements are made to cover any margin calls in cash); and arbitrage trading. We also do not permit our NEOs
or directors to pledge our securities.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 63 |
EXECUTIVE COMPENSATION
Talent and Compensation Committee Report
EXECUTIVE COMPENSATION | ||
Pre-arranged Trading Plans
We encourage, but do not require, our NEOs to adopt pre‑arranged trading plans that comply with Rule 10b5‑1 under the
Exchange Act (a “10b5‑1 Plan”). Our internal guidelines align with the SEC’s rules and impose restrictions beyond the
SEC’s 10b5‑1 rules that the Company believes are important guardrails, including that each Plan must be adopted during
an open trading window, should generally have a minimum term of one year, and may not be terminated early without
approval by our T&C Committee or Audit Committee Chair. In addition to the required 10b5‑1 Plan disclosure in Forms
10‑Q and 10‑K, consistent with our past practice we intend to continue to provide a list of 10b5‑1 Plans for our NEOs and
directors on a quarterly basis on our corporate website.
dates in its sole discretion. All grants are approved in advance by the T&C Committee or the Board or, on an exception
Clawback Policies
In accordance with Nasdaq listing standards and SEC rules, our Financial Restatement Recovery Policy states that the
Company will seek recovery of excess incentive compensation from NEOs in the event of a covered financial restatement,
as such terms are defined in the policy. A copy of the Financial Restatement Recovery Policy is filed as Exhibit 97.1 to our
Annual Report on From 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 18, 2026.
Additionally, our incentive‑based compensation clawback policy provides that under certain circumstances where an NEO
has engaged in misconduct that has resulted in the executive receiving excessive incentive‑based compensation, the
Board may seek recovery of such excessive incentive‑based compensation.
Talent and Compensation Committee Report
The T&C Committee, composed of independent directors, reviewed and discussed the above Compensation Discussion
and Analysis with management. Based on that review and discussion, the Committee recommended to the Board that it
be included in this proxy statement for filing with the SEC and incorporated by reference in the Company’s Annual Report
on Form 10‑K for the year ended December 31, 2025.
TALENT AND COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Mirian M. Graddick‑Weir, Chair
Robert J. Mylod, Jr.
Lynn V. Radakovich (retiring)
Sumit Singh
64 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Summary Compensation Table
Summary Compensation Table
The following table shows compensation earned during 2025, 2024, and 2023 by the persons who served as our
Chief Executive Officer and our Chief Financial Officer and the two next most highly‑compensated executive officers
serving in 2025. These individuals are referred to as the “named executive officers.” These four individuals were our only
executive officers for purposes of Exchange Act Rule 3b‑7 during 2025.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||
Glenn D. Fogel President and Chief Executive Officer | 2025 | 1,250,000 | — | 26,202,279 | — | 4,042,500 | (2) | — | 3,923,323 | (5) | 35,418,102 | |
2024 | 1,166,667 | — | 38,802,485 | — | 4,857,925 | (3) | — | 10,588 | (5) | 44,837,665 | ||
2023 | 750,000 | — | 40,929,691 | — | 5,000,000 | (4) | — | 37,828 | (5) | 46,717,519 | ||
Ewout Steenbergen(9) Executive Vice President and Chief Financial Officer | 2025 | 825,000 | — | 8,490,550 | — | 2,401,245 | (2) | — | 11,047 | (6) | 11,727,842 | |
2024 | 656,298 | 1,000,000 | (10) | 16,723,450 | — | 2,362,673 | (3) | — | 15,954 | 20,758,375 | ||
Peter J. Millones Executive Vice President and General Counsel | 2025 | 750,000 | — | 7,863,196 | — | 2,061,675 | (2) | — | 10,738 | (7) | 10,685,609 | |
2024 | 717,750 | — | 11,378,389 | — | 2,487,416 | (3) | — | 10,588 | 14,594,143 | |||
2023 | 556,500 | — | 12,165,681 | — | 2,823,000 | (4) | — | 10,138 | 15,555,319 | |||
Paulo Pisano(11) Chief Human Resources Officer | 2025 | 620,884 | 282,220 | (12) | 4,938,134 | — | 1,405,557 | (2) | — | 62,528 | (8) | 7,309,323 |
2024 | 572,390 | — | 4,382,000 | — | 1,621,459 | (3) | — | 21,644 | (8) | 6,597,493 | ||
2023 | 454,959 | — | 4,550,645 | — | 1,774,071 | (4) | — | 29,237 | 6,808,912 |
(1)Represents the aggregate grant date fair value of: (a) PSUs and RSUs granted to Messrs. Fogel, Steenbergen, Millones, and
Pisano in 2025; (b) PSUs and RSUs granted to Messrs. Fogel, Steenbergen, Millones, and Pisano in 2024; and (c) PSUs and RSUs
granted to Messrs. Fogel, Millones, and Pisano in 2023, in each case computed in accordance with FASB ASC Topic 718. The grant
date fair value for the PSUs granted on March 4, 2025 to Messrs. Fogel, Steenbergen, Millones, and Pisano was calculated using
the target number of shares multiplied by a share price derived using Monte Carlo simulations (used because of the rTSR modifier
and TSR governor components of this award). The maximum number of shares that could be issued to Messrs. Fogel, Steenbergen,
Millones, and Pisano is two times the target number of shares of the 2025 three-year PSU award, which would result in:
$32,402,328 for Mr. Fogel, $10,501,645 for Mr. Steenbergen, $9,721,767 for Mr. Millones, and $5,127,965 for Mr. Pisano. The
amounts in this column reflect our estimate of the payout for these awards, as of the date of grant, and do not correspond to the
actual value, if any, that will be recognized by the NEOs. For additional information, please refer to Notes 2 and 4 of our
Consolidated Financial Statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K.
(2)Represents 2025 cash awards paid in 2026 under the 2025 Bonus Plan.
(3)Represents 2024 cash awards paid in 2025 under the 2024 Bonus Plan.
(4)Represents 2023 cash awards paid in 2024 under the 2023 Bonus Plan.
(5)For Mr. Fogel, in 2025 the amount represents (i) the estimated value of insurance premiums for life insurance and accidental death
and dismemberment insurance for his benefit, (ii) our matching contributions to our 401(k) plan for Mr. Fogel, and (iii) a net tax
equalization benefit of $3,912,585 that relates to certain taxes for both 2024 and 2025 tax years, and which includes tax preparation
fees of $36,125 and a tax gross-up of $2,026,738 (such gross-up primarily relates to New York income tax as New York tax rules do
not provide any foreign tax credit relief in this situation).
In 2024, the amount represents (i) the estimated value of insurance premiums for life insurance and accidental death and
dismemberment insurance for his benefit, and (ii) our matching contributions to our 401(k) plan for Mr. Fogel.
In 2023, the amount represents (i) the estimated value of insurance premiums for life insurance and accidental death and
dismemberment insurance for his benefit, (ii) our matching contributions to our 401(k) plan for Mr. Fogel, (iii) certain tax preparation
fees related to his tax equalization benefit, and (iv) a personal security assessment.
While in 2025 Mr. Fogel received a net tax equalization benefit, payments we made under the tax equalization arrangement in 2024
and 2023 were exceeded by tax settlement payments made by, or hypothetical taxes deducted from, Mr. Fogel, resulting in zero net
reportable tax equalization benefit. The above tax-equalization-related payments and deductions for all years were made pursuant to
the existing tax equalization arrangement with Mr. Fogel discussed in “Perquisites.” The tax equalization benefit caps Mr. Fogel’s
total tax exposure to what he would be taxed on earnings from the company under U.S. tax laws and is designed to yield neither an
economic benefit nor detriment to Mr. Fogel as a result of his role of CEO of Booking.com in the Netherlands.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 65 |
EXECUTIVE COMPENSATION
Summary Compensation Table
EXECUTIVE COMPENSATION | ||
(6)For Mr. Steenbergen, the amount in 2025 represents (i) the estimated value of insurance premiums for life insurance and accidental
death and dismemberment insurance for his benefit, (ii) our matching contributions to our 401(k) plan for Mr. Steenbergen, and (iii) a
tax gross-up offered to all employees in connection with a travel benefit.
(7)For Mr. Millones, the amounts included for 2025 represent (i) the estimated value of insurance premiums for life insurance and
accidental death and dismemberment insurance for his benefit and (ii) our matching contributions to our 401(k) plan for Mr. Millones.
(8)For Mr. Pisano, the amount in 2025 represents the U.S. Dollar value of perquisites including (i) tax preparation services of
$18,723.90, (ii) a related tax gross-up of $16,211.84, (iii) certain benefits available to Mr. Pisano as a Booking.com employee, and
(iv) a net tax equalization benefit of $22,512.00.
In 2024, the amount represents the U.S. Dollar value of perquisites including (i) tax preparation services and related tax gross-ups,
and (ii) certain benefits available to Mr. Pisano as a Booking.com employee. This amount was adjusted to remove certain estimated
and pending tax fees. Payments we made in regard to Mr. Pisano’s taxes under the tax equalization arrangement were exceeded by
a tax settlement payment made by Mr. Pisano, resulting in zero net reportable tax equalization benefit.
The tax-equalization-related payments and deductions were made pursuant to the existing tax equalization arrangement with Mr.
Pisano discussed in “Perquisites.” The tax equalization benefit caps Mr. Pisano’s total tax exposure to what he would be taxed on
earnings from the company under Dutch tax laws and is designed to yield neither an economic benefit nor detriment to Mr. Pisano
as a result of his role as CHRO of the Company in the United States.
(9)Mr. Steenbergen became our Executive Vice President and Chief Financial Officer effective March 15, 2024.
(10)Represents the sign-on bonus Mr. Steenbergen received when he became the Company’s Executive Vice President and Chief
Financial Officer on March 15, 2024.
(11)Amounts (other than equity awards) for Mr. Pisano are converted using a EUR/USD exchange rate of 1.12887982, 1.08168149, and
1.08109137, which were the average rates for 2025, 2024, and 2023, respectively.
(12)Represents an additional amount awarded to Mr. Pisano in connection with his individual exceptional performance in his role as
Chief Human Resources Officer.
66 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Grants of Plan‑Based Awards Table
Grants of Plan-Based Awards Table
The following table provides information about equity and non‑equity awards granted to our named executive officers in
2025. Share numbers reflect the impact of the Stock Split.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | |||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||
Glenn D. Fogel | 3/4/25 | 0 | 75,825 | 151,650 | 16,201,164 | |||||
3/4/25 | 50,550 | 10,001,115 | ||||||||
— | 2,500,000 | — | — | |||||||
Ewout Steenbergen | 3/4/25 | 0 | 24,575 | 49,150 | 5,250,822 | |||||
3/4/25 | 16,375 | 3,239,728 | ||||||||
— | 1,485,000 | — | — | |||||||
Peter J. Millones | 3/4/25 | 0 | 22,750 | 45,500 | 4,860,883 | |||||
3/4/25 | 15,175 | 3,002,313 | ||||||||
— | 1,275,000 | — | — | |||||||
Paulo Pisano | 3/4/25 | 0 | 12,000 | 24,000 | 2,563,982 | |||||
3/4/25 | 12,000 | 2,374,152 | ||||||||
— | 869,238 | — | — | |||||||
(1)These columns show the target amount of the payout for each NEO under the 2025 Bonus Plan at the time it was adopted. The
actual payments to NEOs for 2025 are included in the column entitled “Non-equity Incentive Plan Compensation” of the Summary
Compensation Table. The business measurements and performance goals for determining the payouts under the 2025 Bonus Plan
are described in the Compensation Discussion and Analysis beginning on page 55.
(2)These columns show the “Threshold,” “Target,” and “Maximum” number of shares of our common stock that could be issued in
connection with the three-year 2025 PSUs, which were granted under our 1999 Omnibus Plan, as adjusted retroactively for the
Stock Split. The performance period for the three-year PSUs granted in 2025 ends on December 31, 2027.
The performance criteria for determining the number of shares of our common stock to be issued, if any, in connection with the
PSUs is described under “Long-term Incentive Program” in the Compensation Discussion and Analysis beginning on page 56.
(3)Represents the aggregate grant date fair value, as applicable, of PSUs and RSUs granted to the named executive officers,
computed in accordance with FASB ASC Topic 718. Generally, the grant date fair value is the full amount that we would expense in
our financial statements over the award’s vesting schedule. The grant date fair value of the PSUs granted on March 4, 2025, was
calculated using the target number of shares multiplied by a share price derived using Monte Carlo simulations (used because of the
rTSR modifier and TSR governor components of this award). The grant date fair value of the RSUs granted on March 4, 2025, was
calculated using the target number of shares multiplied by the closing price of our common stock on March 3, 2025. The amounts to
be delivered on the vesting of the PSUs and RSUs granted on March 4, 2025 will include dividend equivalents accrued over the
vesting period and paid in cash. For additional information, please refer to Notes 2 and 4 of our Consolidated Financial Statements
for the year ended December 31, 2025, included in our Annual Report on Form 10-K.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 67 |
EXECUTIVE COMPENSATION
Outstanding Equity Awards at 2025 Fiscal Year‑End Table
EXECUTIVE COMPENSATION | ||
Outstanding Equity Awards at 2025 Fiscal Year-End Table
The following table provides information on the holdings of stock awards by our NEOs at December 31, 2025, including
any unvested RSUs and unvested PSUs with performance or service conditions that have not yet been satisfied as of
December 31, 2025. The market value of the stock awards is based on the closing price of our common stock on
December 31, 2025 adjusted retroactively for the Stock Split. Share numbers reflect the impact of the Stock Split.
Stock Awards | ||||||
Name | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | ||
Glenn D. Fogel | 475,775 | (1) | 103,243,391 | 365,950 | (2) | 79,253,440 |
Ewout Steenbergen | 47,350 | (3) | 10,248,248 | 97,750 | (4) | 21,140,514 |
Peter J. Millones | 142,750 | (5) | 30,976,803 | 109,800 | (6) | 23,779,282 |
Paulo Pisano | 81,325 | (7) | 17,642,859 | 60,450 | (8) | 13,093,069 |
(1)Represents 19,875 shares of our common stock subject to RSUs granted to Mr. Fogel in March 2023 that vested on March 4, 2026,
47,600 shares of our common stock subject to RSUs granted in March 2024 that vested or are scheduled to vest ratably on March 4,
2026, and March 4, 2027, respectively, and 50,550 shares of our common stock subject to RSUs granted in March 2025 that vested
or are scheduled to vest ratably on March 4, 2026, March 4, 2027, and March 4, 2028, respectively. Also includes: in connection with
the 2023 PSUs, 357,750 shares for which the performance period commenced on January 1, 2023 and ended on December 31,
2025, which represents two times the target number of shares that were issued in March 2026 upon vesting. The market value of
such RSUs and PSUs includes dividend equivalents that are credited on unvested awards but not yet paid as of the end of the 2025
fiscal year.
(2)Includes 214,300 shares in connection with the three-year 2024 PSUs for which the performance period commenced on January 1,
2024 and will end on December 31, 2026, which represents the maximum number of shares of our common stock that may be
issued following the end of the performance period in connection with these PSUs. Also includes 151,650 shares in connection
with the three-year 2025 PSUs for which the performance period commenced on January 1, 2025, and will end on December 31,
2027, which represents the maximum number of shares of our common stock that may be issued following the end of the
performance period in connection with these PSUs. The actual number of shares to be issued for each grant, if any, has not been
determined and will be determined based on the relevant performance criteria over the applicable three-year performance period,
subject to continued employment with us and the rTSR modifier and the TSR governor, which are not performance criteria. The
market value of the PSUs includes dividend equivalents that are credited on unvested awards but not yet paid as of the end of the
2025 fiscal year.
(3)Represents 14,775 shares of our common stock subject to RSUs granted to Mr. Steenbergen in May 2024 that are scheduled to
vest on May 12, 2026, 16,200 shares of our common stock subject to RSUs granted in May 2024 that are scheduled to vest ratably
on May 12, 2026 and May 12, 2027, and 16,375 shares of our common stock subject to RSUs granted in March 2025 that vested or
are scheduled to vest ratably on March 4, 2026, March 4, 2027, and March 4, 2028. The market value of such RSUs includes
dividend equivalents that are credited on unvested awards but not yet paid as of the end of the 2025 fiscal year.
(4)Includes 48,600 shares in connection with the May 12, 2024 PSUs for which the performance period commenced on January 1,
2024 and will end on December 31, 2026, which represents the maximum number of shares of our common stock that may be
issued following the end of the performance period in connection with these PSUs. Also includes 49,150 shares in connection with
the three-year 2025 PSUs for which the performance period commenced on January 1, 2025 and will end on December 31, 2027,
which represents the maximum number of shares of our common stock that may be issued following the end of the performance
period in connection with these PSUs. The actual number of shares to be issued for each grant, if any, has not been determined
and will be determined based on the relevant performance criteria over the applicable three-year performance period, subject to
continued employment with us and the rTSR modifier and the TSR governor, which are not performance criteria. The market
value of the PSUs includes dividend equivalents that are credited on unvested awards but not yet paid as of the end of the 2025
fiscal year.
68 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Outstanding Equity Awards at 2025 Fiscal Year‑End Table
(5)Includes 5,950 shares of our common stock subject to RSUs granted to Mr. Millones in March 2023 that vested on March 4, 2026,
14,275 shares of our common stock subject to RSUs granted in March 2024 that vested or are scheduled to vest ratably on
March 4, 2026, and March 4, 2027, and 15,175 shares of our common stock subject to RSUs granted in March 2025 that vested
or are scheduled to vest ratably on March 4, 2026, March 4, 2027, and March 4, 2028, respectively. Also includes: in connection
with the three-year 2023 PSUs, 107,350 shares for which the performance period commenced on January 1, 2023, and ended on
December 31, 2025, which represents two times the target number of shares that were issued in March 2026 upon vesting. The
market value of such RSUs and PSUs includes dividend equivalents that are credited on unvested awards but not yet paid as of
the end of the 2025 fiscal year.
(6)Includes 64,300 shares in connection with the three-year 2024 PSUs for which the performance period commenced on January 1,
2024 and will end on December 31, 2026, which represents the maximum number of shares of our common stock that may be
issued following the end of the performance period in connection with these PSUs. Also includes 45,500 shares in connection with
the three-year 2025 PSUs for which the performance period commenced on January 1, 2025 and will end on December 31, 2027,
which represents the maximum number of shares of our common stock that may be issued following the end of the performance
period in connection with these PSUs. The actual number of shares to be issued for each grant, if any, has not been determined
and will be determined based on the relevant performance criteria over the applicable three-year performance period, subject to
continued employment with us and the rTSR modifier and the TSR governor, which are not performance criteria. The market
value of the PSUs includes dividend equivalents that are credited on unvested awards but not yet paid as of the end of the 2025
fiscal year.
(7)Includes 3,975 shares of our common stock subject to RSUs granted to Mr. Pisano in March 2023 that vested on March 4, 2026,
8,100 shares of our common stock subject to RSUs granted in March 2024 that vested or are scheduled to vest ratably on March
4, 2026 and March 4, 2027, and 12,000 shares of our common stock subject to RSUs granted in March 2025 that vested or are
scheduled to vest ratably on March 4, 2026, March 4, 2027, and March 4, 2028. Also includes: in connection with the three-year
2023 PSUs, 57,250 shares for which the performance period commenced on January 1, 2023 and ended on December 31, 2025,
which represents two times the target number of shares that were issued in March 2026 upon vesting. The market value of such
RSUs and PSUs includes dividend equivalents that are credited on unvested awards but not yet paid as of the end of the 2025
fiscal year.
(8)Includes 36,450 shares in connection with the three-year 2024 PSUs for which the performance period commenced on January 1,
2024 and will end on December 31, 2026, which represents the maximum number of shares of our common stock that may be
issued following the end of the performance period in connection with these PSUs. Also includes 24,000 shares in connection with
the three-year 2025 PSUs for which the performance period commenced on January 1, 2025 and will end on December 31, 2027,
which represents the maximum number of shares of our common stock that may be issued following the end of the performance
period in connection with these PSUs. The actual number of shares to be issued for each grant, if any, has not been determined
and will be determined based on the relevant performance criteria over the applicable three-year performance period, subject to
continued employment with us and the rTSR modifier and the TSR governor, which are not performance criteria. The market
value of the PSUs includes dividend equivalents that are credited on unvested awards but not yet paid as of the end of the 2025
fiscal year.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 69 |
EXECUTIVE COMPENSATION
Option Exercises and Stock Vested Table
EXECUTIVE COMPENSATION | ||
Option Exercises and Stock Vested Table
The following table contains information about the vesting of stock awards held by our NEOs and options exercised by our
NEOs in 2025. Share numbers reflect the impact of the Stock Split.
Option Awards | Stock Awards | ||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||
Glenn D. Fogel | — | — | 514,475 | 101,848,001 | (1) | ||
Ewout Steenbergen | — | — | 52,450 | 10,717,402 | (2) | ||
Peter J. Millones | — | — | 144,950 | 28,696,153 | (3) | ||
Paulo Pisano | — | — | 72,725 | 14,399,585 | (4) | ||
(1)Reflects vesting of PSUs and RSUs in March 2025 at the closing price of our common stock on March 3, 2025 adjusted retroactively
for the Stock Split, plus dividend equivalents of $61,180.
(2)Reflects vesting of RSUs in May 2025 at the closing price of our common stock on May 9, 2025 adjusted retroactively for the Stock
Split, plus dividend equivalents of $75,213.30.
(3)Reflects vesting of PSUs and RSUs in March 2025 at the closing price of our common stock on March 3, 2025 adjusted retroactively
for the Stock Split, plus dividend equivalents of $18,375.
(4)Reflects vesting of PSUs and RSUs in March 2025 at the closing price of our common stock on March 3, 2025 adjusted retroactively
for the Stock Split, plus dividend equivalents of $11,235.
Employment Contracts, Termination of Employment, and
Change in Control Arrangements
Our NEOs’ employment agreements generally provide for minimum annual base salaries and that each executive will be
eligible to participate at a level commensurate with their position in our annual bonus and long‑term compensation plans
generally made available to our senior executives and to participate in all benefit plans and arrangements and fringe
benefits and perquisite programs generally provided to our other comparable senior executives. Additional material terms
of each NEO’s employment agreement and equity instruments outstanding on December 31, 2025, are summarized
below. Undefined capitalized terms in this section are defined in the NEOs’ respective employment agreements unless
otherwise specified.
Mr. Fogel
Employment Agreement
On December 15, 2016, we entered into an employment agreement with Mr. Fogel effective January 1, 2017 in
connection with his appointment as our President and Chief Executive Officer and as a member of the Board. In
connection with Mr. Fogel taking on the additional roles of Chief Executive Officer and director of Booking.com in 2019, we
amended and supplemented this agreement with a Letter Agreement, dated October 24, 2019. In addition to providing that
Mr. Fogel will serve in the additional roles until the earliest of (a) the termination of his employment with us, (b) his removal
pursuant to Booking.com’s Articles of Association and (c) his resignation from either or both such positions, this
amendment provides certain benefits to Mr. Fogel to ensure that Mr. Fogel is not subject to adverse tax consequences
and does not incur additional expenses as a result of serving as Chief Executive Officer of Booking.com. Further, in the
event Mr. Fogel terminates his employment with us, he agrees that he will voluntarily resign from his positions with
Booking.com.
70 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Employment Contracts, Termination of Employment, and Change in Control Arrangements
TERM
Mr. Fogel’s employment agreement had an initial three‑year term that began on January 1, 2017, which was terminable by
either party upon ninety days’ written notice. The three‑year initial term is automatically extended for additional one‑year
periods unless either party gives written notice to the other party at least ninety days prior to the expiration of the
then‑current one year additional period that the employment agreement will not be extended.
TERMINATION WITHOUT “CAUSE” OR FOR “GOOD REASON”
In the event of a termination of Mr. Fogel’s employment without “Cause” or by Mr. Fogel for “Good Reason,” Mr. Fogel will
be entitled to receive his compensation accrued through the date of his termination of employment and the following
severance compensation and benefits, subject to his executing and not revoking a release:
1.two times his base salary and target bonus, if any, paid over a 24‑month period following his termination
of employment;
2.if a bonus plan is in place, a pro‑rata actual annual bonus for the year in which termination of employment occurs; and
3.continuation for eighteen months following termination of employment of group health insurance benefits as if Mr. Fogel
were our employee.
If Mr. Fogel’s employment is terminated without “Cause” or by Mr. Fogel for “Good Reason” on or within twelve months
after the consummation of, or, under certain circumstances, within six months prior to, a “Change in Control”, Mr. Fogel
will be entitled to the following severance compensation and benefits, subject to his executing and not revoking a release:
1.three times the sum of his base salary and target bonus, if any, for the year in which such termination occurs, paid over
a 36‑month period following his termination of employment;
2.if a bonus plan is in place, a pro‑rata annual bonus for the year in which termination of employment occurs, determined
at the higher of actual and target performance; and
3.continuation for up to eighteen months following termination of employment of group health insurance benefits as if
Mr. Fogel were our employee.
TERMINATION AS THE RESULT OF DEATH OR “DISABILITY”
In the event of a termination of Mr. Fogel’s employment as the result of his death or “Disability,” Mr. Fogel or, as
applicable, his heirs will be entitled to receive, his compensation accrued through the date of termination of employment, if
a bonus plan is in place, a pro‑rata target annual bonus for the year in which termination of employment occurs,
continuation for twelve months following his death of group health insurance benefits for his dependents (or for Mr. Fogel,
if he is terminated as the result of “Disability”) as if he were our employee, and in the event of termination of Mr. Fogel’s
employment as the result of “Disability,” continuation for twelve months following termination of employment of group life
and disability insurance benefits as if Mr. Fogel were our employee.
OTHER
In addition, subject to certain limitations, if severance remuneration payable under the employment agreement is held to
constitute a “parachute payment” under Section 280G of the Internal Revenue Code, we will reduce the amount of such
payment to the extent necessary so that no portion of the payment, so reduced, would constitute a “parachute payment” if
such reduction would result in an increase in the aggregate payments and benefits to be provided to Mr. Fogel determined
on an after tax basis. Mr. Fogel also entered into a non‑competition and non‑solicitation agreement with us pursuant to
which Mr. Fogel is subject to one‑year non‑competition and non‑solicitation obligations following Mr. Fogel’s termination of
employment with us.
Equity Instruments
PSUs
The PSU awards granted to Mr. Fogel in March 2023 (“2023 PSUs”), March 2024 (“2024 PSUs”), and March 2025 (“2025
PSUs”) provide for accelerated vesting upon a termination of service without “Cause,” for “Good Reason,” or as the result
of death or “Disability.” The number of shares to be delivered to Mr. Fogel upon vesting would depend on the termination
event and when it occurred, the application of the rTSR modifier, and the application of the TSR governor, and could
range from 0 to 2x of the total number of shares subject to the applicable PSU award.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 71 |
EXECUTIVE COMPENSATION
Employment Contracts, Termination of Employment, and Change in Control Arrangements
EXECUTIVE COMPENSATION | ||
Upon a termination of service as the result of death (that does not occur coincident with or following a “Change in
Control”), the PSU performance multiplier would be applied to the sum of (a) a pro‑rata portion of the target number of
PSUs allocated to the performance period during which the termination occurred (based on the number of days that had
elapsed since the beginning of such performance period as of the date of his termination of service), based generally on
our performance through the most recent fiscal quarter for which our financial results have been publicly reported closest
to the termination of service as a result of his death, the rTSR modifier and the TSR governor and (b) a pro‑rata portion of
the target number of PSUs allocated to the performance period during which the termination occurred (based on the
number of days that had elapsed from the date of termination through the end of such performance period).
Upon a termination of service without “Cause,” for “Good Reason,” or as the result of “Disability” that does not occur
coincident with or following a “Change in Control,” the PSU performance multiplier, the rTSR modifier, and the TSR
governor would be applied to a pro‑rata portion of the target number of PSUs allocated to the performance period during
which the termination occurs (based on the number of days that had elapsed since the beginning of such performance
period as of the date of his termination of service) based generally on our performance through the most recent fiscal
quarter for which our financial results have been publicly reported closest to the termination of service.
If a “Change in Control” occurs (or in the case of the 2023 PSUs had occurred) prior to (i) March 4, 2028 for the 2025
PSUs, (ii) March 4, 2027 for the 2024 PSUs, or (iii) March 4, 2026 for the 2023 PSUs, and Mr. Fogel’s service is
terminated as a result of death coincident with or following the effective date of the “Change in Control,” the PSU
performance multiplier would be applied to the sum of (a) a pro‑rata portion of the target number of PSUs allocated to the
performance period during which the “Change in Control” occurs (based on the number of days that had elapsed since the
beginning of such performance period as of the date of the “Change in Control”), based generally on our performance
through the most recent fiscal quarter for which our financial results have been publicly reported closest to the “Change in
Control”, the rTSR modifier and the TSR governor, and (b) a pro‑rata portion of the target number of PSUs allocated to the
performance period during which the “Change in Control” occurs (based on the number of days that had elapsed since the
date of the “Change in Control” through the end of such performance period).
If a “Change in Control” occurs (or in the case of the 2023 PSUs had occurred) prior to (i) March 4, 2028 for the 2025
PSUs, (ii) March 4, 2027 for the 2024 PSUs, or (iii) March 4, 2026 for the 2023 PSUs, and Mr. Fogel’s service is
terminated without “Cause,” for “Good Reason,” or as a result of “Disability” coincident with or at any time following the
effective date of the “Change in Control,” the PSU performance multiplier, the rTSR modifier, and the TSR governor would
be applied to the sum of (a) a pro‑rata portion of the target number of PSUs allocated to the performance period during
which the “Change in Control” occurs (based on the number of days that had elapsed since the beginning of such
performance period as of the date of the “Change in Control”), based generally on our performance through the most
recent fiscal quarter for which our financial results have been publicly reported closest to the date of the “Change in
Control” and (b) a pro‑rata portion of the target number of PSUs (based on the number of days that had elapsed since the
date of the “Change in Control” through the date of termination).
RSUs
The RSUs granted to Mr. Fogel in March 2023 (the “2023 RSUs”), March 2024 (the “2024 RSUs”), and March 2025 (the
“2025 RSUs”) are subject to three-year ratable vesting, but provide for full vesting upon a termination of service as the
result of his death and pro rata vesting upon a termination of service without “Cause,” a termination of service for “Good
Reason,” or a termination of service as the result of “Disability,” in each case based on the number of days elapsed from
March 4, 2023 (for the 2023 RSUs), March 4, 2024 (for the 2024 RSUs), or March 4, 2025 (for the 2025 RSUs), or the
anniversary of the grant date that immediately precedes the date of termination, whichever applies, through and including
the date of termination.
Mr. Steenbergen
Employment Agreement
On December 4, 2023, we entered into an employment agreement with Mr. Steenbergen effective March 15, 2024 in
connection with his appointment as our Executive Vice President and Chief Financial Officer.
72 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Employment Contracts, Termination of Employment, and Change in Control Arrangements
TERM
Mr. Steenbergen’s employment agreement has an initial three‑year term that began on March 15, 2024. The three‑year
initial term is automatically extended for additional one‑year periods unless either party gives written notice to the other
party at least ninety days prior to the expiration of the then‑current one year additional period that the employment
agreement will not be extended.
TERMINATION WITHOUT “CAUSE” OR FOR “GOOD REASON”
In the event of a termination of Mr. Steenbergen’s employment by us without “Cause” or by Mr. Steenbergen for “Good
Reason”, Mr. Steenbergen will be entitled to receive his compensation accrued through the date of his termination of
employment and the following severance compensation and benefits, subject to his executing and not revoking a release:
1.one times his base salary and target bonus, if any, paid over a 12‑month period following his termination
of employment;
2.if a bonus plan is in place, a pro‑rata actual annual bonus for the year in which termination of employment occurs; and
3.continuation for one year following termination of employment of group health insurance benefits as if he were
our employee.
In the event of a termination of Mr. Steenbergen’s employment by us without “Cause” or by Mr. Steenbergen for “Good
Reason”, within six months preceding or twelve months following a “Change in Control,” in lieu of the payments above,
Mr. Steenbergen will be entitled to receive his compensation accrued through the date of his termination of employment
and the following severance compensation and benefits, subject to his executing and not revoking a release:
1.two times his base salary and target bonus, if any, paid over a 24‑month period following his termination
of employment;
2.if a bonus plan is in place, a pro‑rata actual annual bonus for the year in which termination of employment occurs; and
3.continuation for one year following termination of employment of group health insurance benefits as if he were
our employee.
TERMINATION AS A RESULT OF DEATH OR “DISABILITY”
In the event of a termination of Mr. Steenbergen’s employment as a result of death or “Disability”, Mr. Steenbergen or, as
applicable, his heirs will be entitled to receive his compensation accrued through the date of termination of employment; if
a bonus plan is in place, a pro‑rata target annual bonus for the year in which termination of employment occurs; and, in
the event of termination as a result of death, continuation for one year following termination of employment of group health
insurance benefits for Mr. Steenbergen's dependents as if he were our employee, and in the event of termination as a
result of “Disability,” continuation for one year following termination of employment of group health, life, and disability
insurance benefits, as if he were our employee.
OTHER
Mr. Steenbergen’s employment agreement provides that, subject to certain limitations, if severance remuneration payable
under the employment agreement is held to constitute an excess parachute payment under Section 280G of the Internal
Revenue Code, we will reduce the amount of such payment to the extent necessary so that no portion of the payment, so
reduced, would constitute a “parachute payment” if such reduction would result in an increase in the aggregate payments
and benefits to be provided to Mr. Steenbergen determined on an after tax basis. Mr. Steenbergen entered into a separate
non-competition and non-solicitation agreement with us in December 2023 pursuant to which Mr. Steenbergen is subject
to one-year non-competition and non-solicitation obligations following Mr. Steenbergen’s termination of employment
with us.
Equity Instruments
PSUS
The PSUs granted to Mr. Steenbergen in May 2024 and March 2025 would be treated in the same fashion as the PSUs
granted to Mr. Fogel in March 2024 and March 2025, respectively, described above under Mr. Fogel — Equity Instruments.
RSUS
Mr. Steenbergen received two grants of RSUs in May 2024:
la grant of RSUs ("New Hire RSUs") made on May 12, 2024 with a grant date fair value of $9,000,599; and
la grant of RSUs (“Annual RSUs”) made on May 12, 2024 with a grant date fair value of $3,699,189.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 73 |
EXECUTIVE COMPENSATION
Employment Contracts, Termination of Employment, and Change in Control Arrangements
EXECUTIVE COMPENSATION | ||
Mr. Steenbergen's New Hire RSUs will vest 75% on the first anniversary of the grant date and 25% on the second
anniversary of the grant date, and his Annual RSUs will vest in three equal annual installments on each of the first three
anniversaries of the grant date, in each case subject to his continuous service from the date of grant until the applicable
vesting date. The New Hire RSUs and Annual RSUs are each subject to pro rata vesting upon Mr. Steenbergen's
termination without Cause or his resignation for Good Reason or on account of disability, in each case based on the
number of days elapsed from May 12, 2024, or the anniversary of the grant date that immediately precedes the date of
termination, whichever applies, through and including the date of termination, or full vesting upon death.
The RSUs granted to Mr. Steenbergen in March 2025 would be treated in the same fashion as the RSUs granted to
Mr. Fogel in March 2025 described above under Mr. Fogel — Equity Instruments.
Mr. Millones
Employment Agreement
TERMINATION WITHOUT “CAUSE” OR FOR “GOOD REASON”
In the event of a termination of Mr. Millones’ employment by us without “Cause” or by Mr. Millones for “Good Reason”,
Mr. Millones will be entitled to receive his compensation accrued through the date of his termination of employment and
the following severance compensation and benefits:
1.two times his base salary and target bonus, if any, paid over a 12‑month period following his termination
of employment;
2.if a bonus plan is in place, a pro‑rata target annual bonus for the year in which termination of employment occurs; and
3.continuation for one year following termination of employment of group health, life, and disability insurance benefits as
if he were our employee (in the event of a “Change in Control,” continuation of benefits is for two years following the
termination of employment).
TERMINATION AS A RESULT OF DEATH OR “DISABILITY”
In the event of a termination of Mr. Millones’ employment as a result of death or “Disability”, Mr. Millones or, as applicable,
his heirs will be entitled to receive his compensation accrued through the date of termination of employment; if a bonus
plan is in place, a pro‑rata target annual bonus for the year in which termination of employment occurs; and, in the event
of termination as a result of death, continuation for one year following termination of employment of group health
insurance benefits for Mr. Millones’ dependents as if he were our employee, and in the event of termination as a result of
“Disability,” continuation for one year following termination of employment of group health, life, and disability insurance
benefits, as if he were our employee.
OTHER
Mr. Millones’ employment agreement provides that, subject to certain limitations, if severance remuneration payable under
the employment agreement is held to constitute an excess parachute payment under Section 280G of the Internal
Revenue Code, we will reduce the amount of such payment to the extent necessary so that no portion of the payment, so
reduced, would constitute a “parachute payment” if such reduction would result in an increase in the aggregate payments
and benefits to be provided to Mr. Millones determined on an after tax basis. Mr. Millones entered into a separate
non‑competition and non‑solicitation agreement with us in February 2013 pursuant to which Mr. Millones is subject to
one‑year non‑competition and non‑solicitation obligations following Mr. Millones’ termination of employment with us.
Equity Instruments
PSUs
The PSUs granted to Mr. Millones in March 2023, March 2024, and March 2025 would be treated in the same fashion as
the PSUs granted to Mr. Fogel in March 2023, March 2024, and March 2025, respectively, described above under
Mr. Fogel — Equity Instruments.
RSUs
The RSUs granted to Mr. Millones in March 2023, March 2024, and March 2025 would be treated in the same fashion as
the RSUs granted to Mr. Fogel in March 2023, March 2024, and March 2025, respectively, described above under
Mr. Fogel — Equity Instruments.
74 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Employment Contracts, Termination of Employment, and Change in Control Arrangements
Mr. Pisano
Employment Agreement
Effective August 1, 2021, Mr. Pisano became our Chief Human Resources Officer in addition to his role as the Senior Vice
President and Chief People Officer of Booking.com. On July 31, 2021, we entered into a letter agreement with Mr. Pisano
in connection with his appointment as the Company’s Chief Human Resources Officer. The letter agreement supplements
the Dutch employment contract between Mr. Pisano and Booking.com, effective March 2, 2020, which provides for
Mr. Pisano’s terms of employment in his role as Senior Vice President and Chief People Officer, including one‑year
non‑competition and non‑solicitation covenants.
TERM
Mr. Pisano’s letter agreement has an initial period of approximately twelve to eighteen months, which is terminable by
either party.
TERMINATION WITHOUT “CAUSE” OR FOR “GOOD REASON”
In the event of a termination of Mr. Pisano’s employment by us without “Cause” or by Mr. Pisano for “Good Reason,”
Mr. Pisano will be entitled to receive his compensation accrued through the date of his termination of employment and the
following severance compensation and benefits, subject to his executing and not revoking a release:
1.one times his base salary and target bonus, if any, paid over a 12-month period following his termination
of employment;
2.if a bonus plan is in place, a pro-rata actual annual bonus for the year in which termination of employment occurs;
3.reimbursement of up to EUR 50,000 for the cost of all reasonable relocation expenses incurred with respect to
Mr. Pisano’s relocation to a country other than the Netherlands that occurs within 180 days following the termination of
his employment; and
4.reimbursement of up to EUR 10,000 of any legal fees, for purposes of negotiating the termination agreement as
required under Dutch law.
In the event of the termination of Mr. Pisano’s employment by us without “Cause” or by Mr. Pisano for “Good Reason,”
within six months preceding, or twelve months following, a “Change in Control,” Mr. Pisano will be entitled to receive his
compensation accrued through the date of his termination of employment and the following severance compensation and
benefits, subject to his executing and not revoking a release:
1.two times his base salary and target bonus, if any, paid over a 24-month period following his termination
of employment;
2.if a bonus plan is in place, a pro-rata annual bonus for the year in which termination of employment occurs, determined
at the higher of actual and target performance;
3.reimbursement of up to EUR 50,000 for the cost of all reasonable relocation expenses incurred with respect to
Mr. Pisano’s relocation to a country other than the Netherlands that occurs within 180 days following the termination of
his employment; and
4.reimbursement of up to EUR 10,000 in any legal fees, for purposes of negotiating the termination agreement as
required under Dutch law.
TERMINATION AS A RESULT OF DEATH
In the event of a termination of Mr. Pisano’s employment as a result of death, Mr. Pisano will be entitled to receive his
compensation accrued through the date of termination of employment and a pro‑rata target annual bonus for the year in
which termination of employment occurs (if a bonus plan is in place).
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 75 |
EXECUTIVE COMPENSATION
Employment Contracts, Termination of Employment, and Change in Control Arrangements
EXECUTIVE COMPENSATION | ||
OTHER
Mr. Pisano’s employment agreement provides that, subject to certain limitations, if severance remuneration payable under
his employment agreement is held to constitute an excess parachute payment under Section 280G of the Internal
Revenue Code, we will reduce the amount of such payment to the extent necessary so that no portion of the payment, so
reduced, would constitute a “parachute payment” if such reduction would result in an increase in the aggregate payments
and benefits to be provided to Mr. Pisano determined on an after tax basis. Mr. Pisano entered into a separate
non‑competition and non‑solicitation agreement with us in July 2021 pursuant to which Mr. Pisano is subject to one‑year
non‑competition and non‑solicitation obligations following Mr. Pisano’s termination of employment with us.
Equity Instruments
PSUs
The PSUs granted to Mr. Pisano in March 2023, March 2024, and March 2025 would be treated in the same fashion as
the PSUs granted to Mr. Fogel in March 2023, March 2024, and March 2025, respectively, described above under
Mr. Fogel — Equity Instruments.
RSUs
The RSUs granted to Mr. Pisano in March 2023, March 2024, and March 2025 would be treated in the same fashion as
the RSUs granted to Mr. Fogel in March 2023, March 2024, and March 2025, respectively, described above under
Mr. Fogel — Equity Instruments.
76 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Potential Payments Upon a Change in Control and/or Termination
Potential Payments Upon a Change in Control
and/or Termination
The following table estimates the payments required to be made to each NEO in connection with a termination of their
employment upon specified events or a change in control, with all share numbers adjusted retroactively for the Stock Split
and assuming the closing market price on December 31, 2025, the last trading day of the fiscal year, adjusted retroactively
for the Stock Split. The amounts shown also assume that the termination or change in control was effective December 31,
2025, and thus include amounts earned through such time. The amounts shown do not reflect, for instance, any changes
to base salaries or bonus targets effective in 2026, 2026 changes in the cost of health benefit plans, equity grants made in
2026, or the unvested pro‑rata portion of equity awards for which the performance or vesting period extends beyond
December 31, 2025. However, amounts shown do reflect incremental amounts due to the NEO upon or as a result of the
specified event. The terms “Cause,” “Good Reason,” and “Disability” have the meanings in the individual employment
agreements or equity instruments described above. In the event of voluntary resignation or retirement where the NEO’s
last date of employment was December 31, 2025, such NEO would only receive their accrued but unpaid salary through
the termination date of employment. See Employment Contracts, Termination of Employment and Change in Control
Arrangements above for more information.
Name | Base Salary and Target Bonus | Pro-Rated Bonus | PSUs(1) | RSUs(1) | Health/ Welfare(2) | Other(3) | Total ($) |
Glenn D. Fogel | |||||||
Termination without "Cause" (non-Change of Control) | $7,500,000 | $2,500,000 | $102,430,938 | $10,890,870 | $45,265 | $— | 123,367,073 |
Termination for Good Reason (non-Change of Control) | $7,500,000 | $2,500,000 | $102,430,938 | $10,890,870 | $45,265 | $— | 123,367,073 |
Termination without "Cause" or for "Good Reason" (Change of Control)(4) | $11,250,000 | $2,500,000 | $102,430,938 | $10,890,870 | $45,265 | $— | 127,117,073 |
Death | $— | $2,500,000 | $125,609,655 | $25,558,264 | $30,176 | $— | 153,698,095 |
Disability | $— | $2,500,000 | $102,430,938 | $10,890,870 | $30,414 | $— | 115,852,222 |
Ewout Steenbergen | |||||||
Termination without "Cause" (non-Change of Control) | $2,310,000 | $1,485,000 | $6,812,950 | $4,159,956 | $23,291 | $— | 14,791,197 |
Termination for Good Reason (non-Change of Control) | $2,310,000 | $1,485,000 | $6,812,950 | $4,159,956 | $23,291 | $— | 14,791,197 |
Termination without "Cause" or for "Good Reason" (Change of Control)(4) | $4,620,000 | $1,485,000 | $6,812,950 | $4,159,956 | $23,291 | $— | 17,101,197 |
Death | $— | $1,485,000 | $12,851,684 | $10,248,249 | $23,291 | $— | 24,608,224 |
Disability | $— | $1,485,000 | $6,812,950 | $4,159,956 | $23,529 | $— | 12,481,435 |
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 77 |
EXECUTIVE COMPENSATION
Potential Payments Upon a Change in Control and/or Termination
EXECUTIVE COMPENSATION | ||
Name | Base Salary and Target Bonus | Pro-Rated Bonus | PSUs(1) | RSUs(1) | Health/ Welfare(2) | Other(3) | Total ($) |
Peter J. Millones | |||||||
Termination without "Cause" (non-Change of Control) | $4,050,000 | $1,275,000 | $30,735,700 | $3,270,392 | $23,384 | $— | 39,354,476 |
Termination for Good Reason (non-Change of Control) | $4,050,000 | $1,275,000 | $30,735,700 | $3,270,392 | $23,384 | $— | 39,354,476 |
Termination without "Cause" or for "Good Reason" (Change of Control)(4) | $4,050,000 | $1,275,000 | $30,735,700 | $3,270,392 | $46,768 | $— | 39,377,860 |
Death | $— | $1,275,000 | $37,690,285 | $7,665,837 | $23,147 | $— | 46,654,269 |
Disability | $— | $1,275,000 | $30,735,700 | $3,270,392 | $23,384 | $— | 35,304,476 |
Paulo Pisano(5) | |||||||
Termination without "Cause" (non-Change of Control) | $1,490,122 | $869,238 | $16,632,375 | $2,163,021 | $— | $67,733 | 21,222,489 |
Termination for Good Reason (non-Change of Control) | $1,490,122 | $869,238 | $16,632,375 | $2,163,021 | $— | $67,733 | 21,222,489 |
Termination without "Cause" or for "Good Reason" (Change of Control)(4) | $2,980,243 | $869,238 | $16,632,375 | $2,163,021 | $— | $67,733 | 22,712,610 |
Death | $— | $869,238 | $20,412,152 | $5,211,067 | $— | $— | 26,492,457 |
Disability | $— | $— | $16,632,375 | $2,163,021 | $— | $— | 18,795,396 |
(1)The PSU and RSU values include dividend equivalents to be paid in cash on the vested shares of the 2023, 2024, and 2025 grants,
as applicable to each NEO.
(2)Benefit amounts are based on 2025 annual premiums paid by the Company.
(3)Includes reimbursable amounts for relocation expenses up to EUR 50,000 and legal fees up to EUR 10,000.
(4)In the event of a Change of Control without Termination, there are no payments to any NEO.
(5)Amounts (other than equity awards) for Mr. Pisano are converted using a EUR/USD exchange rate of 1.12887982, which was the
average rate for 2025.
78 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
2025 CEO Pay Ratio
2025 CEO Pay Ratio
Our 2025 CEO Pay Ratio is the ratio of the annual total compensation of our Chief Executive Officer, Mr. Fogel, to that of
our median employee (excluding our Chief Executive Officer). To identify our median employee in 2025, we used our
worldwide employee population without exclusions (other than Mr. Fogel) as of October 1, 2025 and salary, wage, and
bonus compensation information from our payroll records. We annualized compensation for those employees who worked
for the Company for only part of the fiscal year, did not make any cost‑of‑living adjustments, and excluded the value of
equity awards because we do not distribute equity awards to all employees.
Mr. Fogel’s annual total compensation for 2025 was $35,418,102. Calculated in the same manner, the total compensation
of our median employee in 2025 was $101,004, and the ratio of these two amounts is 351 to 1.
Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The pay ratio reported by other
companies may not be comparable to ours because SEC rules for identifying the median employee and calculating the
pay ratio allow companies to use different methodologies, apply certain exclusions, and make reasonable estimates and
assumptions that reflect their compensation practices.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 79 |
EXECUTIVE COMPENSATION
Pay Versus Performance
EXECUTIVE COMPENSATION | ||
As required by SEC Regulation S‑K Item 402(v), the following table sets forth the compensation information of our
Principal Executive Officer (PEO) and our non‑PEO NEOs along with total shareholder return, net income, and revenue
performance results for our fiscal years ending in 2025, 2024, 2023, 2022, and 2021. The calculations and analysis below
do not reflect the Company’s approach to aligning executive compensation with performance. For information about how
we align executive compensation with financial performance, refer to the Compensation Discussion and Analysis. Share
numbers and prices included in the calculations retroactively reflect the impact of the Stock Split.
Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2)(3)(4) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(5) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3)(5)(6) | Value of Initial Fixed $100 Investment Based On: | Net Income (in millions) | Revenue (in millions)(9) | ||
Total Shareholder Return(7) | Peer Group Total Shareholder Return(7)(8) | ||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | |
2025 | $ | $ | $ | $ | $ | $ | $ | $ | |
2024 | $ | $ | $ | $ | $ | $ | $ | $ | |
2023 | $ | $ | $ | $ | $ | $ | $ | $ | |
2022 | $ | $ | $ | $ | $ | $ | $ | $ | |
2021 | $ | $ | $ | $ | $ | $ | $ | $ | |
(1)Mr. Fogel
(2)Year-end stock prices were: 2025 $5,355.33, 2024 $4,968.42, 2023 $3,547.22, 2022 $2,015.28, and 2021 $2,399.23. To give effect
to the Stock Split, such year-end stock prices are divided by 25 and all share numbers are multiplied by 25.
(3)Fair value or change in fair value, as applicable, of equity awards included in columns (c) and (e) was determined by reference to (1)
for RSU awards, closing price on applicable year‑end date(s) or, in the case of vesting dates, the actual vesting price, (2) for
performance‑based PSU awards (excluding PSUs with an rTSR component, TSR governor component, and a stock price
appreciation component), the probable number of shares multiplied by the closing price on the applicable year‑end date(s) or, in the
case of awards that vested, the vested number of shares multiplied by the actual value per share on the vesting date, (3) for PSUs
with an rTSR component and, for 2025, 2024, 2023, and 2022 PSUs, the TSR governor component, the probable number of shares
multiplied by the share price on the applicable year‑end date(s) which was derived using Monte Carlo simulations (because of the
rTSR and TSR governor components of this award, as applicable), (4) for PSUs with an additional stock price appreciation
component, the probable number of shares multiplied by the closing price on the applicable year‑end date(s), plus the fair value of
the stock price appreciation component on the applicable year‑end date(s) or, in the case of awards that vested, the vested number
of shares multiplied by the actual value per share on the vesting date, and (5) for stock options, a Black‑Scholes value as of the
applicable year‑end date(s) or vesting date, determined based on the same methodology as used to determine grant date fair value
but using the closing stock price and assumptions including expected volatility, risk‑free interest rate, expected dividends, and
expected term as of the applicable revaluation date(s).
80 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Pay Versus Performance
(4)Compensation Actually Paid to Mr. Fogel reflects the following adjustments from column (b):
Adjustments to Calculate Compensation Actually Paid for PEO | 2025 | 2024 | 2023 | 2022 | 2021 |
Amount Reported in Summary Compensation Table (“SCT”) | $ | $ | $ | $ | $ |
Subtract Amounts Reported under the Stock Awards and Option Awards Column in the SCT | ( | ( | ( | ( | ( |
Fair Value of Awards Granted during Year that Remain Unvested as of Year‑end | |||||
Fair Value of Awards Granted during Year that Vest during Year | |||||
Increase/Deduction for Change in Fair Value from prior Year-end to current Year‑end of Awards Granted prior to Year that were Outstanding and Unvested as of Year-end | ( | ||||
Increase/Deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted prior to Year that Vested during Year | ( | ( | ( | ( | |
Increase for Dividends or Other Earnings Paid on Stock Not Otherwise Reflected in Fair Value or Total Compensation | |||||
Compensation Actually Paid to PEO | $ | $ | $ | $ | $ |
(5)In 2025, the non‑PEO NEOs were Messrs. Millones, Pisano, and Steenbergen. In 2024, the non-PEO NEOs were Mr. David
Goulden, who retired from his position as Chief Financial Officer of the Company in 2024, and Messrs. Millones, Pisano, and
Steenbergen. In 2023, 2022, and 2021, the non‑PEO NEOs were Messrs. Goulden, Millones, and Pisano.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 81 |
EXECUTIVE COMPENSATION
Pay Versus Performance
EXECUTIVE COMPENSATION | ||
(6)Average Compensation Actually Paid to the non‑PEO NEOs noted in footnote (5) reflects the following adjustments from column (d):
Adjustments to Calculate Compensation Actually Paid for non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 |
Average Amount Reported in SCT | $ | $ | $ | $ | $ |
Subtract Average Amounts Reported under the Stock Awards and Option Awards Column in the SCT | ( | ( | ( | ( | ( |
Average Fair Value of Awards Granted during Year that Remain Unvested as of Year‑end | |||||
Average Fair Value of Awards Granted during Year that Vest during Year | |||||
Average Increase/Deduction for Change in Fair Value from prior Year‑end to current Year‑end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year‑End | ( | ||||
Average Increase/Deduction for Change in Fair Value from Prior Year‑end to Vesting Date of Awards Granted Prior to Year that Vested during Year | ( | ( | ( | ||
Average Increase for Dividends or Other Earnings Paid on Stock Not Otherwise Reflected in Fair Value or Total Compensation | |||||
Average Compensation Actually Paid to non‑PEO NEOs | $ | $ | $ | $ | $ |
The average amounts reported in 2024 are impacted by Mr. Goulden resigning from his position as Chief Financial Officer and
(7)The amount listed for each year reflects what the cumulative value of $100 would be if that had been invested on December 31,
2020 (including reinvestment of dividends for applicable peers).
(8)Peer group total shareholder return reflects the RDG Internet Composite as reflected in our Annual Report on Form 10‑K.
(9)Revenue is revenue under GAAP as reflected in the Company’s financial statements.
82 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Pay Versus Performance
We believe the “Compensation Actually Paid” to our PEO and other NEOs over the five‑year cumulative period reflects the
Company’s improved financial performance and increased stock price following the COVID‑19 pandemic. The charts
below show “Compensation Actually Paid” and (i) total stockholder return, (ii) net income, and (iii) revenue. Our
compensation plans do not include net income as a measure of financial performance and therefore there is no direct
relationship to “Compensation Actually Paid.”
COMPENSATION ACTUALLY PAID VERSUS TSR |
 | PEO Compensation Actually Paid |  | Non-PEO NEO Average Compensation Actually Paid | ||
 | Peer Group TSR |  | BKNG TSR |
COMPENSATION ACTUALLY PAID VERSUS NET INCOME |
| PEO Compensation Actually Paid | | Non-PEO NEO Average Compensation Actually Paid | | Net Income | ||||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 83 |
EXECUTIVE COMPENSATION
Pay Versus Performance
EXECUTIVE COMPENSATION | ||
COMPENSATION ACTUALLY PAID VERSUS REVENUE |
| PEO Compensation Actually Paid | | Non-PEO NEO Average Compensation Actually Paid | | Revenue | ||||
unranked most important financial performance measures. For additional information, see How We Measure Performance
on page 49.
84 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Equity Compensation Plan Information
Equity Compensation Plan Information
We have one primary equity compensation plan: the 1999 Omnibus Plan, as amended (the “Plan”). In connection with our
acquisition of OpenTable, Inc. in July 2014, we assumed its equity plan, the OpenTable, Inc. Amended and Restated 2009
Equity Incentive Award Plan (the “OpenTable Plan”), which expired in accordance with its terms on June 11, 2024 and will
not be used to grant equity awards in the future. The T&C Committee has broad authority to grant equity awards and
determine the terms, conditions, and restrictions relating to those equity awards under the Plan. The table below presents
information as of December 31, 2025 on the Plan and the OpenTable Plan. Share and per-share numbers reflect the
impact of the Stock Split.
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | Weighted‑average exercise price of outstanding options, warrants and rights(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)(3) | |
Equity Compensation plans approved by security holders | ||||
1999 Omnibus Plan | 9,834,725 | $56.44 | 17,862,750 | |
Equity Compensation plans not approved by security holders | ||||
OpenTable Plan | 83,100 | $0.00 | 0 | (4) |
Total: | 9,917,825 | 17,862,750 | ||
(1)Includes an aggregate of 128,950 unexercised stock options, 5,492,275 unvested and unissued RSUs, and 4,296,600 unvested
PSUs (based on maximum performance for the 2025, 2024, and 2023 PSUs) outstanding on December 31, 2025, consisting of
7,413,250 unvested shares under the 1999 Omnibus Plan and 83,100 unvested shares under the OpenTable Plan. The number of
shares reported for the PSUs may overstate dilution.
(2)Represents weighted‑average exercise price of stock options outstanding under the Plan as adjusted retroactively for the Stock
Split. The weighted‑average exercise price does not apply to PSUs or RSUs because there is no exercise price associated with
such awards.
(3)With respect to PSUs, this column assumes that the maximum number of shares underlying the PSUs will be issued at the end of
the relevant performance periods, and therefore all such shares have been excluded. As of December 31, 2025, the actual number
of shares to be issued, if any, had not been determined and will be determined based on the relevant performance criteria over the
applicable performance periods.
(4)The OpenTable Plan expired on June 11, 2024. Therefore, the remaining shares have expired and are no longer available for
future grants.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 85 |
EXECUTIVE COMPENSATION
Non‑Employee Director Compensation and Benefits
EXECUTIVE COMPENSATION | ||
Non‑Employee Director Compensation and Benefits
The T&C Committee reviews our non‑executive director compensation program every two years, including a review of
peer director pay practices, and seeks the advice of its independent compensation consultant to ensure that it maintains
director compensation practices that are in the best interests of our stockholders. The Plan includes a limit on annual
compensation for non‑employee directors of $750,000. The T&C Committee’s last review of non‑executive director
compensation occurred in 2024.
2025 Non‑Employee Director Compensation Program
In consultation with the T&C Committee’s independent compensation consultant, the T&C Committee and the Board
approved the 2025 compensation program for the non‑employee members of the Board. For 2025, our CEO, Mr. Fogel,
received no additional compensation for serving on the Board.
Position | 2025 Director Fees ($) |
Non-employee Director Base Pay(1) | 60,000 |
RSUs valued at approximately 265,000(2)(3) | |
Additional Committee and Leadership Fees | |
Non-employee Chair Premium | 25,000 |
RSUs valued at approximately 110,000(3) | |
Lead Independent Director Premium | 40,000 |
Audit Committee Chair Premium | 20,000 |
CG Committee Chair Premium | 15,000 |
Cybersecurity Subcommittee Chair Premium | 15,000 |
T&C Committee Chair Premium | 15,000 |
Audit Committee Member Retainer | 20,000 |
CG Committee Member Retainer | 10,000 |
Cybersecurity Subcommittee Member Retainer | 10,000 |
T&C Committee Member Retainer | 15,000 |
(1)We reimburse non‑employee directors for travel and other expenses incurred in connection with attending Board and
committee meetings.
(2)In 2025, this resulted in RSUs representing 1,200 shares of common stock being granted to each incumbent non‑employee director
in May 2025 as adjusted retroactively for the Stock Split. These RSUs vest on the one‑year anniversary of the date of grant, and
vesting will accelerate upon a change in control or if the director’s service on the Board terminates as a result of the director’s death
or disability.
(3)The RSUs have dividend equivalent rights that will pay out if the vesting conditions are met for the RSUs.
86 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Non‑Employee Director Compensation and Benefits
The following table shows compensation earned during 2025 by non‑employee directors serving at any time during
fiscal 2025. Share numbers reflect the impact of the Stock Split.
Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Option Awards ($) | All Other Compensation(4) ($) | Total ($) |
Mirian M. Graddick-Weir | 90,000 | 264,096 | 0 | 0 | 354,096 |
Kelly Grier | 80,000 | 264,096 | 0 | 0 | 344,096 |
Wei Hopeman(5) | 29,550 | — | 0 | 15,307 | 44,857 |
Robert J. Mylod, Jr. | 100,000 | 374,136 | 0 | 0 | 474,136 |
Charles H. Noski | 145,000 | 264,096 | 0 | 0 | 409,096 |
Larry Quinlan | 85,000 | 264,096 | 0 | 0 | 349,096 |
Lynn V. Radakovich | 85,000 | 264,096 | 0 | 0 | 349,096 |
Nicholas J. Read | 90,000 | 264,096 | 0 | 0 | 354,096 |
Thomas E. Rothman | 70,000 | 264,096 | 0 | 0 | 334,096 |
Sumit Singh | 75,000 | 264,096 | 0 | 0 | 339,096 |
Vanessa A. Wittman | 112,097 | 264,096 | 0 | 0 | 376,193 |
(1)This column reports the amount of cash compensation earned in 2025 for Board and committee service.
(2)This column represents the aggregate grant date fair value of RSUs computed in accordance with FASB ASC Topic 718. For
additional information, please refer to Notes 2 and 4 of the Company's Consolidated Financial Statements for the year ended
December 31, 2025, included in the Company's Annual Report on Form 10‑K for the year ended December 31, 2025. These
amounts reflect the Company's accounting expense for these awards and do not correspond to the actual value, if any, that will be
recognized by the non‑employee directors.
(3)As of December 31, 2025, the Company's non‑employee directors had the following outstanding equity awards, as adjusted
retroactively for the Stock Split:
lMirian M. Graddick‑Weir: RSUs for 22,300 shares (which includes 21,100 vested shares, the receipt of which has been deferred
by Dr. Graddick‑Weir for tax planning purposes);
lKelly Grier: RSUs for 1,200 shares;
lRobert J. Mylod, Jr.: RSUs for 32,325 shares (which includes 30,625 vested shares, the receipt of which has been deferred by
Mr. Mylod for tax planning purposes);
lCharles H. Noski: RSUs for 36,300 shares (which includes 35,100 vested shares, the receipt of which has been deferred by
Mr. Noski for tax planning purposes);
lLarry Quinlan: RSUs for 1,200 shares;
lLynn V. Radakovich: RSUs for 5,525 shares (which includes 4,325 vested shares, the receipt of which has been deferred by
Ms. Radakovich for tax planning purposes);
lNicholas J. Read: RSUs for 1,200 shares;
lThomas E. Rothman: RSUs for 49,950 shares (which includes 48,750 vested shares, the receipt of which has been deferred by
Mr. Rothman for tax planning purposes);
lSumit Singh: RSUs for 5,525 shares (which includes 4,325 vested shares, the receipt of which has been deferred by Mr. Singh
for tax planning purposes); and
lVanessa A. Wittman: RSUs for 1,200 shares.
(4)Ms. Hopeman received SGD $20,000 cash compensation (converted using an SGD/USD exchange rate of 0.76537365, which was
the average rate for 2025) in connection with her service as an independent board member of our subsidiary Agoda Company Pte.
(5)Ms. Hopeman retired from the Board effective June 3, 2025.
Non‑Employee Director Stock Ownership Guidelines
Our Stock Ownership Guidelines require that each non‑employee director own shares of our common stock in an amount
equal to or exceeding ten times our annual base cash retainer (currently $60,000). All non‑employee directors met those
holding requirements as of March 16, 2026 with the exception of Ms. Grier, who joined the Board in November 2023, and
Mr. Quinlan, who joined the Board in October 2022. Upon vesting of shares of our common stock in May 2026, we expect
Ms. Grier and Mr. Quinlan will meet the Stock Ownership Guidelines. See Security Ownership of Certain Beneficial
Owners and Management on page 39 for more details.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 87 |
EXECUTIVE COMPENSATION
Delinquent Section 16(a) Reports Section
EXECUTIVE COMPENSATION | ||
Delinquent Section 16(a) Reports Section
16(a) of the Exchange Act requires our directors and executive officers, as well as stockholders holding 10% of our
outstanding shares of common stock, to file reports regarding their ownership of our securities with the SEC. We believe
that during 2025 our directors and executive officers complied with all Section 16(a) filing requirements.
In making this statement, we have relied upon examination of the copies of Forms 3, 4, and 5, and amendments to these
forms provided to us, and the written representations of our directors and executive officers.
Talent and Compensation Committee Interlocks and
Insider Participation
The T&C Committee is currently comprised of four non‑employee independent directors: Mirian M. Graddick‑Weir,
Robert J. Mylod, Jr., Lynn V. Radakovich, and Sumit Singh. No member of the T&C Committee is or was formerly an
officer or employee of the Company other than Mr. Mylod, who was an officer and employee of ours until 2011 and joined
the Board in 2017. No member of the T&C Committee had any related person transaction required to be disclosed in
which we were a participant during the last fiscal year. In addition, none of our NEOs serve on the compensation
committee or board of directors of a company for which any of our directors serves as an executive officer.
Compensation Risk Assessment
The T&C Committee believes that our compensation programs do not create or encourage excessive or inappropriate
risk‑taking that is reasonably likely to have a material adverse effect on us or our business.
88 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Proposal 2 Advisory Vote to Approve 2025 Executive Compensation | |||
 | The Board of Directors recommends that you vote FOR the approval, on an advisory basis, of the 2025 compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S‑K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion. | ||
Since 2011, we have sought advisory approval of our executive compensation on an annual basis. At our 2025 annual
meeting of stockholders, approximately 88% of shares present and entitled to vote were voted in support of our 2024
executive compensation program. As required by SEC rules, the Board is submitting this non‑binding stockholder vote to
approve our executive compensation for 2025 as described in this proxy statement (commonly referred to as
“say‑on‑pay”), by approving the following resolution.
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402
of Regulation S‑K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion is
hereby APPROVED.”
This non‑binding advisory vote on executive compensation will be considered approved by the affirmative vote of a
majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 2, abstentions
are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter,
and broker non‑votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the
vote. Although this vote is non‑binding, the Board and the T&C Committee expect to take into account the outcome of the
vote when considering future executive compensation decisions.
As described in Compensation Discussion and Analysis, our compensation program continues to be designed to attract,
motivate, and retain highly talented individuals at all levels of our organization and incentivize decision making and
management focus that is designed to enhance long‑term stockholder value. The T&C Committee remains committed to
responsible stewardship of our Company’s executive compensation programs.
89 |
Audit Matters
REPORT OF THE AUDIT COMMITTEE | 90 |
AUDITOR INDEPENDENCE | 92 |
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 93 |
90 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
AUDIT MATTERS
Report of the Audit Committee
Report of the Audit Committee
We, the Audit Committee of the Board of Directors of Booking Holdings Inc. (the “Company”), have the responsibility to
oversee the preparation of the Company’s consolidated financial statements, the Company’s system of internal controls,
and the qualifications, independence, compensation, and performance of the Company’s independent registered public
accounting firm (“independent auditor”). We have the sole authority and responsibility to select, evaluate and, when
appropriate, replace the Company’s independent auditor. Our specific duties and responsibilities are described in our
charter, which is available on the Company’s corporate website (www.bookingholdings.com). We review the charter
annually and work with the Board to amend it as appropriate to reflect the evolving role of the Audit Committee. The Board
has determined that each of us:
lis an independent director based on The Nasdaq Stock Market’s listing rules;
lsatisfies the SEC additional independence requirements for members of audit committees; and
lis an “audit committee financial expert,” as defined by SEC rules.
Management is responsible for the financial reporting process, including the Company’s system of internal controls, and
for the preparation of the Company’s consolidated financial statements in accordance with U.S. generally accepted
accounting principles. The Company’s independent auditor, Deloitte & Touche LLP (“Deloitte”), is responsible for
performing an independent audit of the Company’s consolidated financial statements and internal control over financial
reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and to issue reports in connection with such audit. Our responsibility is to oversee these processes, and we
rely on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out that
role. We are not professionally engaged in the practice of accounting or auditing and do not provide any expert or other
special assurance or professional opinion as to the sufficiency of internal and external audits, whether the Company’s
consolidated financial statements are complete and accurate and are in accordance with generally accepted accounting
principles, or on the effectiveness of the Company’s system of internal control over financial reporting.
We met nine times in 2025. Additional information regarding our activities can be found under Audit Committee on page
32, Board’s Role in Risk Oversight on page 30, and Proposal 3 Ratification of Selection of Independent Registered Public
Accounting Firm on page 93.
We reviewed and discussed with management and Deloitte the Company’s quarterly earnings press releases and periodic
reports for the year ended December 31, 2025, including the Company’s 2025 audited consolidated financial statements
and Annual Report on Form 10‑K, each filed with the SEC. We also reviewed management’s assessment of the
effectiveness of the Company’s internal control over financial reporting with management, the internal auditor, and
Deloitte. In connection with such discussions, Deloitte addressed the matters required to be discussed with us by
applicable PCAOB standards and SEC rules and regulations. In addition, we discussed with the internal auditor and
Deloitte the overall scope and plans for their respective audits. We met periodically with the internal auditor and Deloitte,
separately or together, as appropriate, to discuss their work and the results of their audits. Our meetings included, as
appropriate, executive sessions with the internal auditor or Deloitte without the presence of management.
We have also received the written disclosures and the letter from Deloitte required by PCAOB Rule 3526
(“Communication With Audit Committees Concerning Independence”) and have discussed with Deloitte its independence
with respect to the Company. In addition, we have considered whether Deloitte’s provision of non‑audit services (including
the fees for such services) is compatible with maintaining its independence.
Deloitte rotates its lead audit partner every five years. In connection with the rotation that occurred for 2024 we
interviewed proposed candidates, consulted with management, and selected the lead audit partner.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 91 |
AUDIT MATTERS
Report of the Audit Committee
AUDIT MATTERS | ||
We assessed Deloitte’s performance as independent auditor during 2025, including the performance of the lead audit
partner and the audit team, a process we undertake on an annual basis. We reviewed a variety of indicators of audit
quality relating to Deloitte, including:
lthe quality and candor of its communications with us and management, its responsiveness and accessibility, and its
historical and recent performance on the Company’s audits;
lhow effectively it maintained its independence and employed independent judgment, objectivity, and
professional skepticism;
lthe quality of insight demonstrated in its review of the Company’s assessment of internal control over financial reporting
and remediation of control deficiencies;
lavailable external data about quality and performance, including reports by the PCAOB and Deloitte’s response to
those reports;
l the appropriateness of its fees, taking into account the Company’s size and complexity and the resources necessary to
perform the audit; and
lits tenure as the Company’s independent auditor and knowledge of the Company’s global operations, accounting
policies and practices, and internal control over financial reporting.
We also consider the impact of changing auditors when assessing whether to retain the current independent auditor. As a
result of our evaluation of the independent auditor’s performance and considering other factors we deemed relevant, we
concluded that the selection of Deloitte as the Company’s independent auditor for the year ending December 31, 2026 is
in the best interests of the Company and its stockholders.
Based on the review and discussions referred to above, and our review of the representations of management and the
report of the independent auditor, we recommended to the Board that the Company’s audited consolidated financial
statements be included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.
SUBMITTED BY THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
Vanessa A. Wittman, Chair
Kelly Grier
Charles H. Noski
Nicholas J. Read
92 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
AUDIT MATTERS
Auditor Independence
Auditor Independence
Deloitte & Touche LLP is our independent registered public accounting firm (“independent auditor”). The approximate
aggregate fees and expenses billed for professional services by Deloitte & Touche LLP, the member firms of Deloitte
Touche Tohmatsu and their respective affiliates in 2025 and 2024 were as follows:
Type of Fees | 2025 ($) | 2024 ($) |
Audit Fees | 15,350,000 | 14,969,000 |
Audit‑Related Fees | 1,939,000 | 2,171,000 |
Tax Fees | 122,000 | 136,000 |
All Other Fees | 15,000 | 10,000 |
lAudit Fees. The aggregate fees and related expenses billed for professional services rendered by Deloitte for the audit
of our consolidated financial statements included in our Annual Report on Form 10‑K, review of consolidated financial
statements included in our Form 10‑Qs, and audit of management’s assessment of internal controls and for services
that are normally provided by the independent auditor in connection with statutory and regulatory filings or
engagements. The increase in audit fees in 2025 as compared with 2024 primarily relates to the impact of changes in
foreign currency exchange rates and an increased scope of work.
lAudit‑Related Fees. The aggregate fees billed for assurance and related services by Deloitte that are reasonably
related to the performance of the audit or review of our consolidated financial statements and are not reported under
“Audit Fees,” which include services for matters such as the audits required by the Digital Services Act and the Digital
Markets Act and audits of employee benefit plans. The decrease in audit-related fees in 2025 as compared with 2024
primarily relates to lower fees for the audit required by the Digital Markets Act.
lTax Fees. The aggregate fees and related expenses billed for professional services rendered by Deloitte for tax
regulatory matters covering an employee benefit plan and tax compliance.
lAll Other Fees. The aggregate fees billed for other services rendered by Deloitte included fees related to licenses
obtained for an online accounting research tool.
lPre‑Approval Policies and Procedures. The Audit Committee has adopted policies and procedures for pre‑approving all
audit and non‑audit work performed by Deloitte. In accordance with our policy and applicable SEC rules and
regulations, the Audit Committee or its chair pre‑approves all audit services, audit‑related services, tax services, and
other services provided to us by Deloitte (“Auditor Services”). Pre‑approval is detailed as to the particular service or
category of services. If Auditor Services are required prior to a regularly scheduled Audit Committee meeting and do not
fall within the pre‑approved services set forth in the pre‑approval policy adopted by the Audit Committee, the Audit
Committee chair is authorized to approve such services, provided that they are consistent with our policy and
applicable SEC rules and regulations, and that the full Audit Committee is advised of such services at the next regularly
scheduled Audit Committee meeting. Deloitte and management periodically report to the Audit Committee regarding the
extent of the Auditor Services provided by Deloitte in accordance with this pre‑approval, and the fees for the Auditor
Services performed. All audit services, audit‑related services, tax services and other services described above were
pre‑approved by the Audit Committee or the Audit Committee’s chair, and the Audit Committee concluded that the
provision of such services by Deloitte was compatible with the maintenance of their independence.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 93 |
AUDIT MATTERS
Auditor Independence
AUDIT MATTERS | ||
Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm | |||
| The Board of Directors recommends a vote FOR Proposal 3. | ||
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our
independent auditor. Deloitte has audited our consolidated financial statements since 1997. After taking into account its
assessment of Deloitte’s prior service to us, the Audit Committee has selected Deloitte as our independent auditor for the
year ending December 31, 2026. In order to ensure continuing auditor independence, the Audit Committee periodically
considers whether there should be a regular rotation of the independent auditor, and the advisability and potential impact
of selecting a different independent auditor. Further, in conjunction with the mandated rotation of Deloitte’s lead audit
partner (which occurs at least every five years), the Audit Committee and its chair are directly involved in the selection of
Deloitte’s new lead audit partner. We are submitting the Audit Committee’s selection of our independent registered public
accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of Deloitte will be available at
the Annual Meeting, will have an opportunity to make a statement if they wish, and will be available to respond to
appropriate questions.
Our By‑Laws do not require that stockholders ratify the selection of our independent auditor. However, we are submitting
the selection of Deloitte to our stockholders for ratification as a matter of good corporate governance. Although the Audit
Committee and the Board believe that the continued retention of Deloitte to serve as our independent auditor is in our best
interests and those of our stockholders, if our stockholders do not ratify the selection, the Audit Committee will reconsider
whether or not to retain Deloitte. Even if the selection is ratified, the Audit Committee, in its discretion, may change the
appointment at any time during the year.
With respect to Proposal 3, the ratification of the selection of Deloitte to act as our independent registered public
accounting firm requires approval by a majority of the total number of shares present and entitled to vote on the matter.
With respect to Proposal 3, abstentions will have the same effect as a vote against the matter.
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95 |
Board of Directors &
Stockholder Proposals
BOARD OF DIRECTORS PROPOSAL — AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION | 96 |
STOCKHOLDER PROPOSAL — AVOID BRAND DAMAGE DUE TO CORPORATE POLITICAL SPENDING | 98 |
STOCKHOLDER PROPOSAL — STOCKHOLDER RESOLUTION REGARDING BUSINESS OPERATIONS IN ILLEGAL SETTLEMENTS | 101 |
2027 STOCKHOLDER PROPOSALS | 105 |
96 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS
Proposal 4 Board of Directors Proposal – Amendment to Restated Certificate of Incorporation to Provide for Officer Exculpation | |||
| The Board of Directors recommends that you vote FOR this Proposal 4. Your proxy will be so voted unless you specify otherwise on the proxy card. | ||
The Board of Directors proposes, for approval by the Company’s stockholders, an amendment to the Company’s Restated
Certificate of Incorporation to limit the personal liability of certain officers of the Company for monetary damages for
breach of fiduciary duty to the fullest extent permitted by the General Corporation Law of the State of Delaware ("DGCL").
The Board reviewed the proposed amendment and unanimously adopted a resolution approving, and recommending that
stockholders approve, an amendment to the Restated Certificate of Incorporation to expand exculpation protections for
certain officers of the Company in specified circumstances (the "Amendment"). The current exculpation protections
available to the Company's directors are not affected by the proposed Amendment.
Currently, the Restated Certificate of Incorporation limits the personal liability of the Company's directors for monetary
damages for breach of fiduciary duty to the fullest extent permitted by the DGCL; however, it does not provide for such
exculpation of the Company's officers. Effective August 1, 2022, DGCL Section 102(b)(7) was amended to permit
Delaware corporations, subject to stockholder approval, to similarly limit the personal liability of certain officers for
monetary damages resulting from breaches of the fiduciary duty of care (but not the fiduciary duty of loyalty), subject to
certain limitations. Under the DGCL, corporations may exculpate (i) a corporation’s president, chief executive officer, chief
operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) “named
executive officers” identified in a corporation’s public filings with the SEC, and (iii) other individuals who have agreed, by
written agreement with a corporation, to be identified as officers of such corporation for purposes of Delaware's long-arm
jurisdiction statute.
The DGCL permits exculpation only for direct claims (i.e., not for actions by or in the right of the Company) and does not
apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The Amendment
would only permit such exculpation to the extent permitted under the DGCL.
A copy of the Amendment in its entirety is attached as Appendix B.
Board’s Decision and Rationale
The Board believes the Amendment would provide a proper balance between stockholders’ interest in officer
accountability and their interest in the Company being able to attract and retain qualified officers to work on its behalf. The
officer exculpation provision could also potentially reduce litigation and related costs. The Board believes that failing to
adopt the Amendment could impact the Company's recruitment or retention of exceptional individuals who may be
deterred from serving as officers due to exposure to personal liability and the risk that substantial expense will be incurred
in defending lawsuits, regardless of merit. The Board believes that enhancing the Company's ability to retain or attract
experienced officers is in the best interests of the Company and its stockholders and that we should seek to assure such
persons that exculpation under certain circumstances is available.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 97 |
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS | ||
The Amendment would substantially align the exculpation protections for the Company's officers with those protections
currently afforded to the Company's directors with respect to direct claims. The Board believes that it is advisable to
provide for consistent treatment of officers and directors with respect to exculpation from liability under the DGCL since
officers and directors have similar fiduciary duties.
In addition, adopting the Amendment would enable officers to exercise their business judgment in furtherance of the
interests of the Company and its stockholders with less distraction posed by the risk of personal liability. The nature of the
role of officers requires them to exercise judgment on significant issues, often in response to time-sensitive opportunities
and challenges. Decisions made in these circumstances can create a risk of liability, particularly in today’s highly litigious
environment, and without regard to underlying merit. Reducing concerns about personal exposure would allow current and
future officers to focus on sound business judgment in the best interests of the Company's stockholders.
The Amendment
The Amendment, if approved by stockholders, would amend paragraph (4) of Article Fifth of the Restated Certificate of
Incorporation in its entirety to read as follows:
"(4) To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as
applicable, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the DGCL, in the case of directors only, (iv) for any transaction from which the
director or officer derived an improper personal benefit or (v) for any action by or in the right of the Corporation, in the
case of officers only. Any repeal or modification of this Article FIFTH shall not adversely affect any right or protection of
a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification. For purposes of this Article FIFTH, “officer” shall have the
meaning provided in Section 102(b)(7) of the DGCL as the same exists or may hereafter be amended."
The Amendment would not amend any other provisions of the Restated Certificate of Incorporation.
Consistent with the language for exculpation of directors currently included in paragraph (4) of Article Fifth of the Restated
Certificate of Incorporation, we also propose to amend Article Fifth to provide that no amendment or repeal of Article Fifth
will adversely affect any right or protection of a director or officer existing at the time of such amendment or repeal with
respect to acts or omissions occurring prior to such amendment or repeal.
Stockholder Approval Required
The Amendment requires an affirmative vote on this Proposal 4 by the holders of a majority of the shares of the
Company’s common stock outstanding and entitled to vote on the Amendment for approval. If the Amendment is approved
by the stockholders, then the Amendment will become effective upon filing with the Secretary of State of Delaware, which
the Company intends to do promptly after the Annual Meeting. The Board of Directors retains the discretion to abandon,
and not implement, the Amendment at any time before it becomes effective. If the Amendment is not approved by the
requisite vote, the Amendment will not be filed with the Secretary of State of Delaware and there will be no change to the
Restated Certificate of Incorporation.
The Board has carefully considered the Amendment and believes that the potential benefits of officer exculpation
described in this Proposal 4 are in the best interests of the Company and its stockholders.
98 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS
Proposal 5 Stockholder Proposal — Avoid Brand Damage due to Corporate Political Spending | |||
Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owner of no fewer than 10 shares
of the Company’s common stock (prior to the Stock Split), has submitted the following proposal, supporting statement,
and graphic, and has given notice that he intends to present the following proposal at the Annual Meeting.
The text of the stockholder proposal and supporting statement appear exactly as received by the Company unless
otherwise noted. All statements contained in the stockholder proposal and supporting statement are the sole responsibility
of the proponent. The stockholder proposal may contain assertions about the Company or other matters that we believe
are incorrect, but we have not attempted to refute those assertions.
Avoid Brand Damage due to Corporate Political Spending — Proposal 5
Shareholders of Booking Holdings (BKNG) request that the Company provide a report, updated annually, disclosing
the Company’s:
1.Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect)
to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or
(b) influence the general public, or any segment thereof, with respect to an election or referendum.
2.Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in
section 1 above, including the identity of the recipient as well as the amount paid to each.
The report shall be presented to the board of directors and posted on the Company’s website. This proposal does not
encompass lobbying spending.
Supporting Statement
Long-term shareholders of BKNG support transparency and accountability in corporate electoral spending. This includes
any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect
contributions to political candidates, parties, or organizations, and independent expenditures or electioneering
communications on behalf of federal, state, or local candidates.
A company’s reputation, value, and bottom line can be adversely impacted by political spending. The risk is especially
serious when giving to trade associations, Super PACs, 527 committees, and “social welfare” organizations- groups that
routinely pass money to or spend on behalf of candidates and political causes that a company might not otherwise wish
to support.
A recent poll of retail shareholders by Mason-Dixon Polling & Research found that 83% of respondents said they would
have more confidence investing in companies that have adopted reforms that provide for transparency and accountability
in political spending.
This proposal asks BKNG to disclose all of its electoral spending, including payments to Trade Associations and 501(c)(4)
social welfare organizations, which may be used for electoral purposes-and are otherwise undisclosed. This would bring
our Company in line with a growing number of leading companies, including Fortive, Marvell Technology, and Micron
Technology, which present this information on their websites.
Without knowing the recipients of our company’s political dollars BKNG directors and BKNG shareholders cannot
sufficiently assess whether our Company’s election-related spending aligns with or conflicts with its policies on climate
change, sustainability and other areas of concern.
Please vote for this timely governance reform:
Avoid Brand Damage due to Corporate Political Spending — Proposal 5
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 99 |
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS | ||
Board of Directors Statement in Opposition to Proposal 5
 | The Board of Directors recommends that you vote AGAINST this Proposal 5. | ||
The Board of Directors and our Corporate Governance Committee do not believe that the preparation of the type of report
requested in the proposal would be a productive use of the Company’s corporate resources or in the best interests of the
Company or its stockholders. The Company already discloses its policies and procedures on corporate political spending,
and has a Board‑level review process for such activities, and has not made any corporate political contributions in at least
the last ten years (covering the tenure of the Chair of our Corporate Governance Committee).
The Board believes that legal requirements relating to disclosure of political contributions, together with the Company’s
existing policies and practices, provide appropriate oversight and accountability and already achieve the objectives of
this proposal.
The Company has a publicly available Political Contributions Policy and generally prohibits many types of
political contributions.
Our publicly available Political Contributions Policy sets forth the Company's policies and practices with respect to
corporate political spending, political activities and expenditures, and trade association memberships. The Policy applies
to all direct or indirect political contributions and expenditures made by the Company, and establishes a framework for our
Board’s Corporate Governance Committee to oversee this area.
The proponent requests a report addressing specific categories of political contributions, one of which involves
contributions made to intervene in campaigns on behalf of political candidates. The Company's policy is not to make such
contributions to political candidates, whether directly or indirectly, using corporate funds or other Company resources
(e.g., money, employee time, Company facilities, goods or services). In addition, the Company does not engage in various
other categories of political contributions or expenditures identified in the proponent’s proposal. The Company does not:
lMake corporate contributions to any independent expenditure committee or Section 501(c)(4) entity that supports or
opposes any federal, state or local political candidate;
lDirectly pay for any independent expenditure or electioneering communication, as those terms are defined by
applicable law;
lMaintain a federal political action committee; or
lDirectly support or oppose ballot initiatives.
The Company has a longstanding history of being a responsible corporate citizen and has a responsibility to our
stockholders to be engaged in the public policy process on issues that impact our industry to protect and promote the
Company's and our stockholders’ interests. To that end, like most major U.S. corporations, the Company belongs to
various trade associations that focus on matters concerning the Company’s business interests, and that help advance
these interests and related public policies. The proponent's supporting statement suggests the proponent is concerned
about payments to trade associations and other tax-exempt organizations which could be used for electoral purposes.
However, depending on the type of trade association or tax-exempt organization, the Internal Revenue Code prohibits
these types of entities from either directly or indirectly intervening in political activities, or from having political activities as
their primary purpose. Membership in trade associations instead provides companies with access to industry, technical,
and policy expertise and helps advance shared commercial interests. We value the expertise these organizations offer
and believe that our involvement contributes to advancing the interests of the Company and our stockholders. Further,
under our Political Contributions Policy, for any such organization that receives at least $25,000 in dues during a calendar
year from us, we request information from the association on the portion of the Company’s payments, if any, that are used
for non-deductible activities as defined under Internal Revenue Code Section 162(e)(1) and disclose such amounts to the
Corporate Governance Committee.
100 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS
In addition, our Code of Conduct, which is also publicly available, sets forth the Company's policy on employees' use of
Company time and resources for political activity. Our employees are permitted to participate in the political process and
charitable activities as private citizens generally on their own time with their own resources and not as representatives of
the Company. Under the Company's policies, it is improper for an employee to use Company property, equipment, or time
for personal political activities.
Taken together, the Company's publicly available policies already provide transparency regarding the Company’s
practices related to political contributions and activities that the proponent seeks.
The Company has not made any corporate political contributions in at least the last ten years. If the Company
were to make such contributions or expenditures, disclosures would generally be publicly available as required
by state and federal law.
Although the Company does not generally make political contributions or expenditures, if the Company were to make such
contributions, information would be publicly available on the Federal Election Commission website, state campaign
finance databases, and/or the Internal Revenue Service website. The Company complies with applicable laws when
engaging in any type of political activity, including laws requiring public disclosure of political contributions and
expenditures to state and federal agencies. As a result, the political contributions and expenditures referenced in the
proposal would already publicly be disclosed as required by applicable law.
The Corporate Governance Committee receives information on the Company's political contributions and
activities to ensure accountability and maintain robust oversight over the Company's practices.
The Corporate Governance Committee oversees the Political Contributions Policy, including the Company’s policies and
practices regarding political contributions and expenditures. The Company's policy is not to make political contributions
directly or indirectly to political candidates. Only the Chair of the Corporate Governance Committee can approve an
exception to this rule, and our current Chair has never done so during his tenure on our Board.
Additionally, the Corporate Governance Committee reviews the Company’s Political Contributions Policy annually and,
when appropriate, recommends amendments for the Board's approval. Taken together with the disclosures required under
applicable law, this governance structure ensures meaningful transparency to our Board and reinforces strong
accountability for the Company’s political spending and activities.
The Board believes that the proposal is unnecessary, redundant, and would not deliver meaningful benefit or
value to stockholders.
As demonstrated above, the Company maintains well-established and robust policies and procedures governing its
political activities and corporate contributions, which are publicly available. These policies provide our stockholders with
meaningful information regarding the Company's political activities. The existing oversight framework requires disclosure
of any political spending and related expenditures to the Corporate Governance Committee. Moreover, in compliance with
applicable state and federal requirements substantial information about any political contributions and expenditures would
generally be publicly available. There is substantial overlap between the information requested in the proposal and the
Company’s existing disclosures. The Board has determined that producing the report requested by proposal 5 would be
an unnecessary use of the Company’s resources without any meaningful benefit or value to our stockholders.
| The Board of Directors recommends that you vote AGAINST this Proposal 5. Your proxy will be so voted unless you specify otherwise on the proxy card. | ||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 101 |
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS | ||
Proposal 6 Stockholder Proposal — Stockholder Resolution Regarding Business Operations in Illegal Settlements | |||
Rewan Al-Haddad of Ekō, 2443 Fillmore St #380-1279, San Francisco, CA 94115, on behalf of Lea Langdon Revocable
Trust U/A 7/24/00, owner of 5 shares of the Company’s common stock (prior to the Stock Split), has submitted the
following proposal and supporting statement, and has given notice that she intends to present the following proposal at
the Annual Meeting.
The text of the stockholder proposal and supporting statement appear exactly as received by the Company unless
otherwise noted. All statements contained in the stockholder proposal and supporting statement are the sole responsibility
of the proponent. The stockholder proposal may contain assertions about the Company or other matters that we believe
are incorrect, but we have not attempted to refute those assertions.
Proposal 6 — Shareholder Resolution Regarding Business Operations in Illegal Settlements
THE RESOLUTION
WHEREAS: Booking Holdings Inc. (the "Company") lists accommodations and services in Israeli settlements in the
Occupied Palestinian Territory (OPT), including East Jerusalem.
WHEREAS: Issues of human rights violations and the illegality of such operations present material financial, operational,
and reputational risks to the Company.
WHEREAS: International consensus (UNSC Resolution 2334) and the International Court of Justice (ICJ) affirm these
settlements violate international law.[1] The ICJ’s July 2024 Advisory Opinion specifically obligated states and
organizations not to recognize their legality[2].
WHEREAS: These operations have prompted criminal complaints filed in the Netherlands against Booking.com B.V.,
alleging profits constitute "proceeds of crime" resulting from war crimes. This legal jeopardy is highly material: Dutch law
allows maximum penalties for serious financial violations up to 20% of the previous fiscal year's net revenue.[3] Even
without a conviction, multi-year legal defense, compliance remediation, and potential fines entail significant costs to
the Company.
WHEREAS: Related employee petitions and public campaigns pose risks and costs to the Company, while competitors,
such as Airbnb, have acknowledged the business and reputational risks related to this issue and have committed to take
"no profits" from settlements.[4]
WHEREAS: The Company has previously assessed the risks associated with actively contested territory and responded
with a legally and diplomatically well-considered approach in Russia and Ukraine, including suspending the booking of
travel services in Russia and Belarus, allowing customers to cancel reservations in Ukraine at no cost, and waiving
partner fees for short-term refugee stays.[5]
WHEREAS: Operations sustaining Human Rights and International Law violations contradict UN Guiding Principles;
which are espoused explicitly in the Company’s (Supplier) Code of Conduct and its Human Rights statement.
RESOLVED: Shareholders request that the Board of Directors prepare and disclose, at reasonable cost and omitting
proprietary information, a report describing the Board’s role in overseeing human rights-related risks associated with the
Company’s operations, relationships, or activities connected to Israeli settlements in the Occupied Palestinian Territory,
including how the Board identifies, assesses, and responds to such risks and any gaps the Board has identified in its
oversight framework.
(1)Resolution 2334 (2016) /
(2)Advisory Opinion of 19 July 2024 | INTERNATIONAL COURT OF JUSTICE
(3)https://deroosenpen.nl/wp-content/uploads/2015/10/AML22_Chapter-26-%E2%80%93-Netherlands-1.pdf
(4)https://www.amnesty.org.uk/press-releases/airbnb-share-listing-company-deeply-compromised-israeli-settlement-properties
(5)https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/bkng-20221231.htm https://www.business-humanrights.org/en/
latest-news/booking-holdings-response/
102 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS
Board of Directors Statement in Opposition to Proposal 6
 | The Board of Directors recommends that you vote AGAINST this Proposal 6. | ||
The Board of Directors and our Corporate Governance Committee do not believe that the preparation of the report
requested would be in the best interests of the Company or its stockholders. The Company invests significant resources
to administer its human rights policies and programs, which are carried out with Board‑level oversight. We continue to
recognize the importance of being aware of our global impact on human rights and respecting human rights where we
do business.
Respect for human rights is entrenched in our business, which is focused on helping people travel to experience
different cultures and perspectives around the world.
Our mission to make it easier for everyone to experience the world is grounded in our belief that travel can bring out the
best in humanity. It helps people better understand different cultures and ways of life. Guided by that principle, we believe
the most positive human rights impact we can have is through the promotion and facilitation of travel where permitted
throughout the world. Respecting human rights is a core value that is entrenched in our mission and we seek to conduct
business in ways that respect human rights consistent with the United Nations (UN) Guiding Principles on Business and
Human Rights (UNGPs). We expect our employees, business partners, and customers to share this commitment.
As one of the world’s leading online travel companies, we recognize that we have a role to play in addressing adverse
effects on human rights across our global operations and value chain. We evaluate human rights-related risks and
opportunities across our operations and value chain and seek to develop strategies to cease, prevent, or mitigate these
risks as appropriate. Where we determine that we cause or contribute to a negative impact, we will provide or participate
in remediation.
One of the key areas we consider in assessing human rights risks is listing accommodations in conflict-affected areas. We
recognize that some travel experiences across our platforms may be linked to areas where there are ongoing or potential
conflicts arising from geo- or socio-political instability. Our core assumptions are:
lWe permit listings unless legally prohibited;
lOur role is to provide relevant information to our customers; and
lCustomers should be empowered to decide for themselves where to travel.
We operate in over 220 countries and territories and believe in public policies and laws that promote travel while
protecting human rights. Our policies and procedures with respect to listings in conflict-affected areas are designed to
function on a holistic basis that takes into account the global nature of our business, not in respect of specific conflicts or
disputed areas. In furtherance of our role in providing information to customers while they make travel decisions, we have
implemented a banner on search results pages for many conflict-affected or disputed territories that provides additional
information and a recommendation to review government travel advisories before traveling to these locations.
We recognize that listings in disputed, conflict-affected and other potentially high-risk areas may be linked to human rights
or security risks. Therefore, we have committed to conducting enhanced due diligence for listings in such areas. Where
this enhanced due diligence process finds that we may be directly linked to negative human rights impacts through the
activities of our listings, we will take appropriate action in accordance with the UNGPs.
We believe that a policy that analyzes listings on a case-by-case basis, with robust stakeholder engagement, heightened
due diligence, informed by UNGPs 17-19 relating to corporate responsibilities in this area, best comports with our
fundamental beliefs.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 103 |
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS | ||
Our human rights governance and management structure provides effective oversight of key human rights-
related risks and mitigation strategies.
The proposal requests a report on the Board’s role in overseeing human rights-related risks; however, the Board oversight
framework is already available on the Company's website in the Human Rights Statement. The Company has an
established governance framework through which the Corporate Governance Committee of our Board oversees the
Company’s human rights policies and practices. The Committee annually approves our Modern Slavery Statement and
reviews any material updates to our Human Rights Statement, and provides updates to our Board as appropriate. Further,
a management risk committee, along with our Chief Compliance & Ethics Officer, oversees the implementation of this
Statement and our human rights program. We also maintain a cross-functional Human Rights Steering Committee under
our management risk committee that coordinates our efforts to identify, address, and report our human rights-related risks
and opportunities.
We have enlisted an NGO and business and human rights consultancy to help us assess human rights risks. We also
have an experienced in-house Head of Human Rights, and have grown our Human Rights team with internal staff across
multiple functions. To help us get it right, we work with some of the foremost experts on business and human rights law,
external legal counsel, human rights risk management consulting groups, the UN, civil society, and regional experts.
As outlined in our Human Rights Statement, we are committed to respecting human rights, and the Company
maintains policies and practices that support this commitment.
We are committed to monitoring and addressing our most salient human rights risks, and to continually improving the
management of our key human rights impacts as they evolve over time. We engage with various stakeholders, including
our customers, business partners, and representatives of the communities in which we operate in order to strengthen our
understanding of our human rights concerns. The Company considers a range of internationally recognized principles to
inform our approach in managing human rights risks, including the UNGPs and the Universal Declaration of
Human Rights.
To solidify our core value of respecting and promoting human rights, we adopted our Human Rights Statement. The
Human Rights Statement outlines our foundational principles and sets out the key areas of impact we consider in
assessing our human rights risks and opportunities, such as providing accommodations in conflict-affected areas, as well
as: human trafficking, forced labor, and child labor; discrimination, harassment, and abuse; protecting local cultures,
communities, and natural resources; privacy and data protection; and the fundamental rights of our employees.
We take a cross-functional approach and work to embed human rights due diligence into our internal policies and
processes, and take actions to mitigate human rights risks, including:
lTraining and guidance for key internal teams such as customer service and content moderation and external resources
for partners;
lAssessing and addressing reports of potential human rights impacts and policy violations through our Trust &
Safety team;
lIndustry and expert collaboration, including partnerships with civil society organizations;
lPolicies and procedures like our Supplier Code of Conduct setting out our human rights expectations for third parties;
lProviding information to travelers about conflict-affected and high risk areas to help them make informed decisions;
lRobust content moderation; and
lGrievance mechanisms for our employees, customers, partners, and community members.
These policies and practices demonstrate that respecting human rights is a value that is embedded throughout our
operations, such that the report requested in the proponent’s proposal would not meaningfully advance the interests of the
Company or its stockholders. Through this process, the key concerns raised by the proponent, including the identification,
assessment, and response to human‑rights‑related risks associated with the Company’s operations, relationships, or
activities in conflict‑affected areas are already acknowledged and addressed.
104 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS
Addressing the specific issue raised in the proponent’s proposal could create an expectation that the Company
report on human rights issues regardless of materiality or significance to our overall operations, diverting
significant Company time and resources without adding stockholder value. Moreover, the listings referenced in
the proposal are financially immaterial to the Company’s business.
We provide our stockholders with substantial information to understand the Company's approach to assessing human
rights-related risks in connection with these activities, and making a separate report on any specific territory or region
would be unnecessary.
In addition, the proponent's proposal makes broad, unsubstantiated allegations that the Company has operations and
relationships that are implicated in violations of international humanitarian and human rights law, and cites a number of
subjective, inaccurate determinations by sources that are not necessarily aligned with our stockholders’ long-term financial
interests. The Company has devoted considerable attention and scrutiny to the human rights issues that are relevant to
our business. The Company has already adopted and implemented appropriate policies and practices that meaningfully
address the concerns raised by the proponent, and the proponent has not evidenced the need for, or potential benefit of,
the requested report. Accordingly, the Board does not believe that implementing this proposal—or producing the additional
report it requests—would provide any further benefit or useful information to our stockholders and would instead result in
significant expense, management distraction, and duplicative diversion of administrative resources.
For these reasons, the Board believes that Proposal 6 is not in the best interests of the Company or our stockholders.
| The Board of Directors recommends that you vote AGAINST this Proposal 6. Your proxy will be so voted unless you specify otherwise on the proxy card. | ||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 105 |
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS
2027 Stockholder Proposals
BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS | ||
2027 Stockholder Proposals
Stockholders who, in accordance with Rule 14a‑8 of the SEC’s proxy rules, wish to present proposals (other than
nominees for election to the Board pursuant to Article II Section 13 of our By‑Laws) for inclusion in the proxy materials to
be distributed by us in connection with the 2027 annual meeting of stockholders must submit their proposals to our
Corporate Secretary on or before December , 2026.
In order for proposals, including stockholder nominees for election to the Board (other than those requested to be included
in our proxy materials pursuant to Article II Section 13 of our By‑Laws), to be properly brought before the 2027 annual
meeting of stockholders in accordance with our By‑Laws (and not pursuant to SEC Rule 14a‑8), a stockholder’s notice of
the matter the stockholder wishes to present must be delivered to our Corporate Secretary not less than 90 nor more than
120 days prior to the first anniversary of the date of this year’s Annual Meeting. As a result, any notice given by or on
behalf of a stockholder pursuant to these provisions of the By‑Laws (and not pursuant to SEC Rule 14a‑8 or Article II
Section 13 of our By‑Laws) must be received no earlier than February 2, 2027 and no later than March 4, 2027.
If one or more eligible stockholders desire to include one or more nominees for election to the Board in our proxy
materials for the 2027 annual meeting of stockholders pursuant to Article II Section 13 of our By‑Laws, the notice required
by Article II Section 13 of the By‑Laws must be delivered to our Corporate Secretary not less than 120 nor more than 150
days prior to the first anniversary of the date of this year’s Annual Meeting. As a result, any such notice must be received
no earlier than January 3, 2027 and no later than February 2, 2027.
In addition to satisfying the foregoing requirements under our By‑Laws, to comply with the universal proxy rules,
stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must
provide notice that sets forth the information required by Rule 14a‑19 under the Exchange Act no later than April 3, 2027.
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107 |
Other Matters
OTHER MATTERS | 108 |
ANNUAL MEETING INFORMATION | 109 |
For the Annual Meeting of Stockholders to be Held on Tuesday, June 2, 2026 | 109 |
Voting Rights and Outstanding Shares; Approval | 109 |
Revocability of Proxies | 111 |
Solicitation | 111 |
How to Attend the Annual Meeting | 111 |
108 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
OTHER MATTERS
Other Matters
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters
are properly brought before the meeting, the persons named in the accompanying proxy card intend to vote on those
matters in accordance with their best judgment.
This proxy statement 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.
They are not guarantees of future performance and are subject to risks, uncertainties, and assumptions. Expressions of
future goals and expectations and similar expressions, including “may,” “will,” “should,” “could,” “aims,” “seeks,” “expects,”
“plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” and “continue,” reflecting
something other than historical fact are intended to identify forward‑looking statements. Unless required by law, we
undertake no obligation to update publicly any forward‑looking statements, whether as a result of new information, future
events, or otherwise. However, readers should carefully review the reports and documents we file or furnish from time to
time with the SEC, including our annual report on Form 10‑K for the fiscal year ended December 31, 2025, filed with the
SEC on February 18, 2026, our quarterly reports on Form 10‑Q and current reports on Form 8‑K.
Website links and other reports referenced in this proxy statement are for convenience only. Information contained in or
accessible through such website links and other reports is not incorporated herein and does not constitute a part of this
proxy statement.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 109 |
OTHER MATTERS
Annual Meeting Information
Annual Meeting Information
OTHER MATTERS | ||
For the Annual Meeting of Stockholders to be Held on Tuesday,
June 2, 2026
The enclosed proxy is solicited on behalf of the Board of Booking Holdings Inc. for use at our 2026 Annual Meeting of
Stockholders to be held on Tuesday, June 2, 2026, at 11:00 a.m. local (Eastern) time, or at any adjournment or
postponement of the Annual Meeting, for the purposes set forth in this proxy statement and in the accompanying Notice of
Annual Meeting of Stockholders. The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/
BKNG2026. We intend to mail this proxy statement and the proxy card on or about April , 2026 to all stockholders
entitled to vote at the Annual Meeting.
Voting Rights and Outstanding Shares; Approval
Only stockholders of record at the close of business on April 7, 2026 will be entitled to notice of and to vote at the Annual
Meeting. At the close of business on April 7, 2026, shares of common stock were outstanding and entitled to vote.
Each holder of record of common stock on April 7, 2026 will be entitled to one vote for each share held on all matters to be
voted upon at the Annual Meeting. If your shares are registered directly in your name with the Booking Holdings Inc.
transfer agent, Equiniti Trust Company, LLC, you are the shareholder of record with respect to those shares.
The inspector of election appointed for the meeting will tabulate all votes and will separately tabulate affirmative and
negative votes, abstentions, and broker non‑votes. A majority of the issued and outstanding shares of common stock
entitled to vote at the Annual Meeting, present either at the webcast or by proxy, will constitute a quorum for the transaction
of business at the Annual Meeting. Stockholders who are present at the Annual Meeting webcast or by proxy and who
abstain, and proxies relating to shares held by a broker on your behalf (that is, in “street name”), that are not voted (referred
to as “broker non‑votes”) will be treated as present for purposes of determining whether a quorum is present.
110 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
OTHER MATTERS
Annual Meeting Information
Vote Required for Proposals | How Votes are Counted | |||||||
Item | Proposal | Approval Standard | Voting Choices | Broker Discretion to Vote(1) | Impact of Abstain Vote | Treatment of Broker Non‑Vote | Board Vote Recommendation | |
1 | Election of Directors | Majority of votes cast | For Against Abstain | No | No effect | No effect | FOR each nominee | |
2 | Advisory Vote to Approve 2025 Executive Compensation | Majority of shares present and entitled to vote | For Against Abstain | No | Same effect as a vote against | No effect | FOR | |
3 | Ratification of Selection of Independent Registered Public Accounting Firm | Majority of shares present and entitled to vote | For Against Abstain | Yes | Same effect as a vote against | Not applicable as brokers are entitled to vote(1) | FOR | |
4 | Amendment of the Company's certificate of incorporation to provide for the exculpation of officers | Majority of shares outstanding and entitled to vote | For Against Abstain | No | Same effect as a vote against | Same effect as a vote against | FOR | |
5 | Non‑Binding Stockholder Proposal | Majority of shares present and entitled to vote | For Against Abstain | No | Same effect as a vote against | No effect | AGAINST | |
6 | Non‑Binding Stockholder Proposal | Majority of shares present and entitled to vote | For Against Abstain | No | Same effect as a vote against | No effect | AGAINST | |
(1)If your shares are held in “street name,” and you do not instruct the broker as to how to vote your shares on Proposals 1, 2, 4, 5, or 6
the broker may not exercise discretion to vote for or against those proposals. This would be a “broker non‑vote” and these shares
will not be counted as having been voted on the applicable proposal. With respect to Proposal 3, the broker may exercise its
discretion to vote for or against that proposal in the absence of your instruction. Please instruct your broker so your vote can
be counted.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 111 |
OTHER MATTERS
Annual Meeting Information
OTHER MATTERS | ||
Revocability of Proxies
Any person giving a proxy in response to this solicitation has the power to revoke it at any time before it is voted. Proxies
may be revoked by any of the following actions:
lfiling a written notice of revocation with our Corporate Secretary at our principal executive office (800 Connecticut
Avenue, Norwalk, Connecticut 06854);
lfiling with our Corporate Secretary at our principal executive office (800 Connecticut Avenue, Norwalk, Connecticut
06854) a properly executed proxy showing a later date; or
lattending the virtual Annual Meeting and voting through the platform (attendance at the meeting will not, by itself,
revoke a proxy).
Please note that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting,
you must obtain from the record holder a proxy issued in your name to obtain a 16‑digit control number.
Solicitation
We will pay for the entire cost of proxy solicitations, including preparation, assembly, printing, and mailing of proxy
solicitation materials. We will provide copies of solicitation materials to banks, brokerage houses, fiduciaries, and
custodians holding in their names shares of our common stock beneficially owned by others to forward these materials to
the beneficial owners of common stock. We may reimburse persons representing beneficial owners of common stock for
their costs of forwarding solicitation materials. Our directors, officers, or other employees may also solicit proxies by
telephone, in‑person, or otherwise. We will not additionally compensate directors, officers, or other employees for these
services. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies, and we currently expect to pay
Morrow Sodali LLC approximately $11,000 for its services.
How to Attend the Annual Meeting
If you plan to attend the Annual Meeting, it will begin promptly at 11:00 a.m. Eastern Time and the webcast can be
accessed at www.virtualshareholdermeeting.com/BKNG2026. We encourage you to access the meeting website prior to
the start time to ensure your ability to access the meeting. If you wish to vote or ask questions at the Annual Meeting, you
must provide the 16‑digit control number provided on your proxy card, on the Notice of Internet Availability of Proxy
Materials, or on the instructions that accompanied the proxy materials and follow the instructions available on the meeting
website during the Annual Meeting. If you experience technical difficulties during check‑in or during the Annual Meeting,
please call the technical support number that will be posted on the virtual meeting platform page for assistance.
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113 |
Appendices
APPENDIX A - UNAUDITED RECONCILIATION OF GAAP TO NON‑GAAP FINANCIAL INFORMATION | 114 |
Non‑GAAP Financial Measures | 118 |
APPENDIX B - CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF BOOKING HOLDINGS INC. | 119 |
APPENDIX C - FORM OF PROXY CARD | 120 |
114 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
APPENDICES
Unaudited Reconciliation of GAAP to Non‑GAAP Financial Information
Appendix A Unaudited Reconciliation of GAAP to Non-GAAP Financial Information | |||
RECONCILIATION OF GAAP* NET INCOME TO ADJUSTED EBITDA AND PRE-SBC ADJUSTED EBITDA
Year Ended December 31, | ||||||
(In millions)(1) | 2025 | 2024 | 2023 | 2022 | 2021 | |
GAAP Net income | $5,404 | $5,882 | $4,289 | $3,058 | $1,165 | |
(a) | Adjustments related to the Netherlands pension fund matter | (123) | — | 276 | — | — |
(b) | Adjustments related to the fine imposed by the Spanish competition authority | — | (78) | 530 | — | — |
(c) | Impact of certain indirect tax matters | 45 | 337 | 62 | 46 | — |
(d) | Termination fee related to an acquisition agreement | — | — | 90 | — | — |
(e) | Depreciation and amortization | 623 | 591 | 504 | 451 | 421 |
(f) | Impairment | 457 | — | — | — | — |
(g) | Loss on assets classified as held for sale | — | — | — | 36 | — |
(h) | Gain on sale and leaseback transaction | — | — | — | (240) | — |
(i) | Transformation costs | 203 | 34 | — | — | — |
(e) | Interest and dividend income | (921) | (1,114) | (1,020) | (219) | (16) |
(e) | Interest expense | 1,617 | 1,295 | 897 | 391 | 334 |
(j) | Net (gains) losses on equity securities | (37) | (63) | 131 | 963 | 577 |
(k) | Foreign currency transaction losses (gains) on the remeasurement of certain Euro-denominated debt and accrued interest and on debt-related foreign currency derivative instruments | 1,380 | (539) | 163 | (56) | (135) |
(l) | Losses on early extinguishment of debt and related reverse treasury lock agreements | 25 | — | — | — | 257 |
(m) | Change in fair value of the conversion option related to the convertible senior notes | (163) | 535 | — | — | — |
(n) | Other | — | 17 | — | — | — |
(e) | Income tax expense | 1,428 | 1,410 | 1,192 | 865 | 300 |
ADJUSTED EBITDA | $9,937 | $8,306 | $7,112 | $5,295 | $2,904 | |
(o) | Stock-based compensation (“SBC”) recorded in Personnel expenses | 613 | 599 | 530 | 404 | 370 |
(o) | PRE-SBC ADJUSTED EBITDA | $10,550 | $8,906 | $7,642 | $5,699 | $3,274 |
STOCK-BASED COMPENSATION AS A % OF GAAP NET INCOME | 11% | 10% | 12% | 13% | 32% | |
STOCK-BASED COMPENSATION AS A % OF PRE-SBC ADJUSTED EBITDA | 6% | 7% | 7% | 7% | 11% | |
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 115 |
APPENDICES
Unaudited Reconciliation of GAAP to Non‑GAAP Financial Information
APPENDICES | ||
RECONCILIATION OF GAAP* NET INCOME TO ADJUSTED NET INCOME AND ADJUSTED EPS(2)
Year Ended December 31, | |||||||
(In millions, except per share data and pre-split shares)(1) | 2025 | 2024 | 2023 | 2022 | 2021 | ||
GAAP Net income | $5,404 | $5,882 | $4,289 | $3,058 | $1,165 | ||
(a) | Adjustments related to the Netherlands pension fund matter | (123) | — | 276 | — | — | |
(b) | Adjustments related to the fine imposed by the Spanish competition authority | — | (78) | 530 | — | — | |
(c) | Impact of certain indirect tax matters | 45 | 337 | 62 | 46 | — | |
(d) | Termination fee related to an acquisition agreement | — | — | 90 | — | — | |
(p) | Amortization of intangible assets | 204 | 221 | 222 | 224 | 162 | |
(f) | Impairment | 457 | — | — | — | — | |
(g) | Loss on assets classified as held for sale | — | — | — | 36 | — | |
(h) | Gain on sale and leaseback transaction | — | — | — | (240) | — | |
(i) | Transformation costs | 203 | 34 | — | — | — | |
(j) | Net (gains) losses on equity securities | (37) | (63) | 131 | 963 | 577 | |
(k) | Foreign currency transaction losses (gains) on the remeasurement of certain Euro-denominated debt and accrued interest and on debt-related foreign currency derivative instruments | 1,380 | (539) | 163 | (56) | (135) | |
(l) | Losses on early extinguishment of debt and related reverse treasury lock agreements | 25 | — | — | — | 257 | |
(m) | Amortization of debt discount and change in fair value of the conversion option related to the convertible senior notes | 360 | 796 | — | — | 39 | |
(q) | Adjustment to one-time deemed repatriation income tax liability resulting from the Tax Act and related net unrecognized tax benefit | — | (250) | — | — | — | |
(r) | Income taxes on convertible notes held for investment | — | — | — | — | 31 | |
(s) | Net unrecognized tax benefits related to French and Italian tax matters | — | — | — | 100 | 16 | |
(n) | Other | — | 17 | (31) | — | — | |
(t) | Tax impact of Non-GAAP adjustments | (475) | 16 | (170) | (133) | (219) | |
ADJUSTED NET INCOME | $7,444 | $6,374 | $5,561 | $3,998 | $1,893 | ||
POST-SPLIT BASIS | |||||||
WEIGHTED-AVERAGE NUMBER OF DILUTED COMMON SHARES OUTSTANDING | 816 | 852 | 913 | 1,001 | 1,034 | ||
GAAP NET INCOME APPLICABLE TO COMMON STOCKHOLDERS PER DILUTED COMMON SHARE (GAAP EPS) | $6.62 | $6.91 | $4.70 | $3.05 | $1.13 | ||
ADJUSTED NET INCOME APPLICABLE TO COMMON STOCKHOLDERS PER DILUTED COMMON SHARE (ADJUSTED EPS) | $9.12 | $7.48 | $6.09 | $3.99 | $1.83 | ||
PRE-SPLIT BASIS | |||||||
WEIGHTED-AVERAGE NUMBER OF DILUTED COMMON SHARES OUTSTANDING (IN 000’S) | 32,639 | 34,064 | 36,530 | 40,052 | 41,362 | ||
GAAP NET INCOME APPLICABLE TO COMMON STOCKHOLDERS PER DILUTED COMMON SHARE (GAAP EPS) | $165.57 | $172.69 | $117.40 | $76.35 | $28.17 | ||
ADJUSTED NET INCOME APPLICABLE TO COMMON STOCKHOLDERS PER DILUTED COMMON SHARE (ADJUSTED EPS) | $228.06 | $187.10 | $152.22 | $99.83 | $45.77 | ||
116 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
APPENDICES
Unaudited Reconciliation of GAAP to Non‑GAAP Financial Information
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
Year Ended December 31, | |||
(In millions)(1) | 2025 | 2024 | |
Net cash provided by operating activities | $9,409 | $8,323 | |
(u) | Additions to property and equipment | (322) | (429) |
FREE CASH FLOW | $9,086 | $7,893 | |
NET CASH PROVIDED BY OPERATING ACTIVITIES AS A % OF TOTAL REVENUES | 35.0% | 35.1% | |
FREE CASH FLOW AS A % OF TOTAL REVENUES | 33.8% | 33.3% | |
* U.S. generally accepted accounting principles.
(1)Amounts may not total due to rounding.
(2)Share numbers, GAAP EPS, and Adjusted EPS are presented on a pre-split basis also. See page 10 of the proxy statement for
additional information regarding the Stock Split.
Notes:
(a)Adjustments related to the Netherlands pension fund matter are recorded in Personnel expenses and General and Administrative
expenses, as applicable. During the year ended December 31, 2025, the Netherlands pension fund matter related to 2023 and
earlier years was resolved resulting in a $123 million reduction to the related accruals, and has been excluded from Net income to
calculate Adjusted Net income and Adjusted EBITDA. When the liability related to these years was initially recorded in the
Company's Consolidated Financial Statements for 2023, its impact was excluded from the Non-GAAP results for that year.
(b)Adjustments related to the fine imposed by the Spanish competition authority are recorded in General and administrative expenses
and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA.
(c)Adjustments for the impact of certain indirect tax matters are recorded in General and administrative expenses and excluded from
Net income to calculate Adjusted Net income and Adjusted EBITDA.
(d)Termination fee related to the acquisition agreement for the Etraveli Group is recorded in General and administrative expenses and
excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA.
(e)Depreciation and amortization, Interest and dividend income, Interest expense, and Income tax expense are excluded from Net
income to calculate Adjusted EBITDA.
(f)Impairment of KAYAK’s goodwill and certain intangibles assets is recorded in Operating expenses and excluded from Net income to
calculate Adjusted Net income and Adjusted EBITDA.
(g)Loss on assets classified as held for sale is recorded in Other operating expenses and excluded from Net income to calculate
Adjusted Net income and Adjusted EBITDA.
(h)Gain on the sale and leaseback transaction related to Booking.com’s headquarters building is recorded in Other operating expenses
and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA.
(i)In November 2024, the Company announced its intention to implement certain organizational changes to improve operating expense
efficiency, increase organizational agility, free up resources that can be reinvested into further improving its offering to travelers and
partners, and better position the Company for the long-term (the "Transformation Program"). Certain costs incurred in connection
with this transformation program, which are not considered normal operating expenses, are excluded from Net income to calculate
Adjusted Net income and Adjusted EBITDA. These costs are recorded in Transformation costs and primarily consist of employee
termination benefits and professional fees.
(j)Net (gains) losses on equity securities with readily determinable fair values, significant gains on equity securities without readily
determinable fair values, and impairments of investments in equity securities are recorded in Other income (expense), net and
excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA.
(k)Foreign currency transaction (gains) losses on the remeasurement of Euro-denominated debt and accrued interest that are not
designated as hedging instruments for accounting purposes and on debt-related foreign currency derivative instruments used as
economic hedges are recorded in Other income (expense), net and excluded from Net income to calculate Adjusted Net income and
Adjusted EBITDA.
(l)Losses on early extinguishment of debt and losses on related reverse treasury lock agreements which were designated as cash
flow hedges are recorded in Other income (expense), net and excluded from Net income to calculate Adjusted Net income and
Adjusted EBITDA.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 117 |
APPENDICES
Unaudited Reconciliation of GAAP to Non‑GAAP Financial Information
APPENDICES | ||
(m)For the years ended December 31, 2025 and December 31, 2024, the Company recorded losses of $360 million and $796 million,
respectively, related to the conversion option on the convertible senior notes that matured in May 2025, which primarily represents
the changes in the fair value of an embedded derivative and amortization of debt discount. Under U.S. GAAP, the conversion option
is required to be accounted separately as an embedded derivative as, during the year ended December 31, 2024, the Company
irrevocably elected cash as the settlement method for the conversion premium on the maturity of the notes. See the Consolidated
Financial Statements included in the Company’s 2025 Form 10-K for additional information. The adjustment for the loss related to
the conversion option on convertible senior notes, including amortization of the debt discount, is recorded in Interest expense and
Other income (expense), net, as applicable, and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA.
(n)For the year ended December 31, 2024, includes an accrual related to the Canadian digital services taxes for the years ended
December 31, 2022 and 2023 enacted in June 2024 with retrospective effect, which is recorded in Sales and other expenses. For
the year ended December 31, 2023, includes interest received on tax payments refunded pursuant to a settlement with authorities,
which is recorded in Interest and dividend income and Income tax expense, as applicable.
(o)Stock-based compensation recorded in Personnel expenses is excluded from Net income to calculate Pre-SBC Adjusted EBITDA.
(p)Amortization of intangible assets is recorded in Depreciation and amortization expenses and excluded from Net income to calculate
Adjusted Net income.
(q)Adjustment to one-time deemed repatriation income tax liability resulting from the U.S. Tax Cuts and Jobs Act ("Tax Act") and related
net unrecognized tax benefit are recorded in Income tax expense and excluded from Net income to calculate Adjusted Net income.
In 2024, the Company recorded a reduction of $250 million to income tax expense based upon a U.S. Tax Court decision.
(r)Excludes income taxes related to the redemption of convertible notes held for investment that were reclassified from Accumulated
other comprehensive loss to Income tax expense.
(s)Net unrecognized tax benefits related to French and Italian income tax matters is recorded in Income tax expense and excluded
from Net income to calculate Adjusted Net income.
(t)Reflects the tax impact of Non-GAAP adjustments above which are excluded from Net income to calculate Adjusted Net income.
(u)Cash used for additions to property and equipment is included in the calculation of Free cash flow.
For (a) - (t) above, Net income, Sales and other expenses, Personnel expenses, General and administrative expenses, Impairment,
Operating expenses, Other Operating expenses, Other income (expense), net, Depreciation and amortization expenses,
Transformation costs, Interest expense, Interest and dividend income, Other income (expense), net, and Income tax expense refers
to the respective line item in the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the
relevant year. For a more detailed discussion of the adjustments described above, please see our earnings press release for the
relevant period, including the section under the heading “Non-GAAP Financial Measures” which provides definitions and information
about the use of non-GAAP financial measures.
118 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
APPENDICES
Non‑GAAP Financial Measures
Non‑GAAP Financial Measures
Reconciliations of (i) Net income to Adjusted EBITDA and Pre-SBC Adjusted EBITDA, (ii) Net income to Adjusted Net
income and Adjusted EPS, and (iii) Net cash provided by operating activities to Free cash flow are detailed in the
Reconciliation of GAAP to Non-GAAP Financial Information above.
Adjusted Net income, Adjusted EBITDA, Pre-SBC Adjusted EBITDA, and Free cash flow are “non-GAAP financial
measures,” as such term is defined by the SEC, and may differ from non-GAAP financial measures used by other
companies. As discussed in this proxy statement, we use Adjusted EBITDA (calculated as described in this proxy
statement) as a key performance measure under our annual cash incentive bonus plan and long-term equity incentive
awards, as they pertain to the named executive officers. This non-GAAP measure and the other non-GAAP measures
used are not intended to represent funds available for our discretionary use and are not intended to represent, or to be
used as a substitute for, operating income or net income as measured under GAAP. The items excluded from Adjusted
Net income, Adjusted EBITDA, Pre-SBC Adjusted EBITDA, and Free cash flow but included in the calculation of their
closest GAAP equivalent, are significant components of our consolidated statements of operations and cash flows, and
must be considered in performing a comprehensive assessment of overall financial performance.
We also use Adjusted Net income and Adjusted EBITDA for financial and operational decision-making. We believe that
Adjusted Net income, Adjusted EBITDA, Pre-SBC Adjusted EBITDA, and Free cash flow are useful for analysts and
investors to evaluate our ongoing operating performance because they facilitate comparison of our results for the current
period and projected next-period results to those of prior periods and to those of our competitors (though other companies
may calculate similar non-GAAP financial measures differently than those calculated by us). Data of our competitors
presented in this proxy statement is derived from publicly available information. The Company has not independently
verified the accuracy or completeness of the underlying non-GAAP financial measures of any such competitor.
The presentation of this financial information should not be considered in isolation or as a substitute for, or superior to, the
financial information prepared and presented in accordance with GAAP. The discussion of non-GAAP adjustments above
is based on GAAP as applicable to the Company for the year ended December 31, 2025.
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 119 |
APPENDICES
Certificate of Amendment of the Restated Certificate of Incorporation of Booking Holdings Inc.
APPENDICES | ||
Appendix B Certificate of Amendment of the Restated Certificate of Incorporation of Booking Holdings Inc. | ||
CERTIFICATE OF AMENDMENT OF THE
RESTATED CERTIFICATE OF INCORPORATION OF
BOOKING HOLDINGS INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware |
Booking Holdings Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of
Delaware, does hereby certify:
FIRST: The fourth paragraph of Article FIFTH of the Restated Certificate of Incorporation of the Corporation
is hereby amended in its entirety to read as follows:
“(4) To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable to
the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as
applicable, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL, in the case of directors only, (iv) for any transaction from which the director
or officer derived an improper personal benefit or (v) for any action by or in the right of the Corporation, in the case of
officers only. Any repeal or modification of this Article FIFTH shall not adversely affect any right or protection of a director
or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification. For purposes of this Article FIFTH, “officer” shall have the meaning provided in
Section 102(b)(7) of the DGCL as the same exists or may hereafter be amended.”
SECOND: The amendment to the Restated Certificate of Incorporation effected hereby has been proposed by
the Board of Directors of the Corporation and adopted by the requisite vote of the stockholders of the Corporation in the
manner prescribed by Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed in its name on
this [__] day of June 2026.
BOOKING HOLDINGS INC.
By:
Name: Peter J. Millones
Title: Executive Vice President and General Counsel
120 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |
APPENDICES
Form of Proxy Card
PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION - DATED APRIL 10, 2026
Appendix C Form of Proxy Card | ||
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 121 |
APPENDICES
Form of Proxy Card
APPENDICES | ||
FAQ
What is Booking Holdings (BKNG) asking shareholders to vote on at the 2026 Annual Meeting?
Booking Holdings asks shareholders to vote to elect eleven directors, approve 2025 executive compensation, ratify the independent auditor, and approve an amendment providing officer exculpation. The proxy also notes consideration of non‑binding stockholder proposals.
How did Booking Holdings perform financially in 2025 according to the proxy?
The company reported $186.1B gross bookings, 1,235M room nights (up 8%), $26.9B revenues (up 13%), $5.4B net income, and $9.9B adjusted EBITDA (up 20%). Appendix A provides non‑GAAP reconciliations.
How much capital did Booking Holdings return to stockholders in 2025?
In 2025, Booking repurchased about $5.9B of shares, paid $1.2B in cash dividends, and used $1.1B to settle a conversion premium, representing major components of its returns to stockholders.
Did Booking Holdings change its share structure in 2026?
Yes. The company effected a 25-for-1 forward stock split; share numbers and per-share amounts in the proxy are retroactively adjusted, and the split was effective on April 2, 2026.
Which director is retiring and how will the board size change?
Ms. Lynn V. Radakovich is retiring effective at the Annual Meeting and is not standing for re-election. The Board will be reduced from twelve to eleven directors if the eleven nominees are elected.