Brian Chesky
AirbnbAbout Brian Chesky
Brian Chesky, 43, co-founded Airbnb in 2008 and serves as Chief Executive Officer and Chairperson of the Board; he holds a BFA in Industrial Design from RISD . Under his tenure, 2024 revenue grew 12% to $11.1B, Adjusted EBITDA rose 11% to $4.0B, and Free Cash Flow increased 17% to $4.5B; 2023 revenue was $9.9B with record net income of $4.8B . The company’s multi-year TSR (value of $100 invested at IPO) was 90.81 as of 2024 year-end, while the internal stock price measure ended 2024 at 135.23; 2024 net income was $2.65B (GAAP) . Chesky’s compensation is almost entirely performance-based via a 12 million RSU multi-year award tied to stock-price hurdles; he draws a $1 salary and does not participate in cash bonuses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Airbnb, Inc. | Co-Founder; Chief Executive Officer; Chairperson | 2008–Present | Led product and global expansion; 2024 revenue +12% to $11.1B; Adjusted EBITDA +11% to $4.0B; Free Cash Flow +17% to $4.5B; cumulative >535 product features/upgrades launched . |
External Roles
- No external public company directorships disclosed in the latest proxy biography for Chesky .
Performance Snapshot
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (value of $100) | 101.44 | 115.05 | 59.08 | 94.08 | 90.81 |
| Stock Price Measure | 147.62 | 176.69 | 100.59 | 128.87 | 135.23 |
| Net Income (USD $000s) | (4,584,716) | (352,034) | 1,893,105 | 4,791,795 | 2,648,349 |
| Operating KPIs | 2023 | 2024 | YoY Growth |
|---|---|---|---|
| Revenue (USD $B) | 9.9 | 11.1 | 12% |
| Adjusted EBITDA (USD $B) | 3.7 | 4.0 | 11% |
| Free Cash Flow (USD $B) | 3.8 | 4.5 | 17% |
| Gross Booking Value (USD $B) | 73.0 | 81.8 | 12% |
Fixed Compensation
| Component | 2024 Terms |
|---|---|
| Base Salary | $1 per year |
| Target Bonus | Not applicable (CEO is not a participant) |
| Cash Incentive Paid | $0 (CEO excluded from Bonus Plan) |
| Perquisites | Company-funded executive security at residence and travel; reported at $186,325 in 2024 (vehicle/driver/security portion) . |
Performance Compensation
- CEO is not eligible for the annual Bonus Plan; other NEO bonuses are tied to five weighted corporate priorities with a 2024 formulaic payout of 96% of target, but this excludes the CEO .
| CEO Multi‑Year Equity Award (12.0M RSUs) | Vesting Eligibility Date | Stock Price Hurdle ($) | RSUs | Earned through 12/31/24? |
|---|---|---|---|---|
| Tranche 1 | Nov 10, 2021 | 125.00 | 1,200,000 | Yes |
| Tranche 2 | Nov 10, 2022 | 165.00 | 1,200,000 | Yes (delivered Nov 11, 2024) |
| Tranche 3 | Nov 10, 2023 | 205.00 | 1,200,000 | No |
| Tranche 4 | Nov 10, 2024 | 245.00 | 1,200,000 | No |
| Tranche 5 | Nov 10, 2025 | 285.00 | 1,200,000 | No |
| Tranche 6 | Nov 10, 2026 | 325.00 | 1,200,000 | No |
| Tranche 7 | Nov 10, 2027 | 365.00 | 1,200,000 | No |
| Tranche 8 | Nov 10, 2028 | 405.00 | 1,200,000 | No |
| Tranche 9 | Nov 10, 2029 | 445.00 | 1,200,000 | No |
| Tranche 10 | Nov 10, 2030 | 485.00 | 1,200,000 | No |
- Delivery/settlement: Shares are issued two years after vesting (net of tax withholdings); tranche 2 shares (1,149,336) were delivered on November 10–11, 2024 with distributions valued at $154,712,119; Chesky has stated intent to donate net proceeds to community/charitable causes .
Equity Ownership & Alignment
| Security | Amount | As-of Date | Notes |
|---|---|---|---|
| Class A Common | 4,238,762 shares | Apr 7, 2025 | Various direct/indirect holdings and trusts detailed in footnotes . |
| Class B Common (20 votes/share) | 62,917,140 shares | Apr 7, 2025 | Controlled via trusts; subject to Founder Voting Agreement . |
| Voting Power | 30.5% | Apr 7, 2025 | Based on combined Class A and B voting . |
| Unearned/Unvested RSUs (CEO Multi‑Year Award) | 9,600,000 | Dec 31, 2024 | Tranches 3–10 eligible over 2023–2030 . |
- Policies: Hedging prohibited; pledging restricted (requires board approval; max 5% of holder’s company securities and loans capped at $50M) . CEO ownership guideline: 10x base salary; executives: 5x salary; 50% net shares must be held until compliant .
Employment Terms
| Scenario | Cash Severance ($) | COBRA/Medical ($) | Equity Treatment |
|---|---|---|---|
| Qualifying termination (without cause) outside CIC period | 1 | 12,821 | Time-based awards: 6 months additional vesting; CEO multi-year award remains outstanding/eligible to vest for 6 months post-termination . |
| Qualifying termination (without cause/for good reason) during CIC period | 1 | 12,821 | Time-based awards: full acceleration; CEO award converts to service-based at deal price per tranche; fully accelerates if not assumed/substituted or upon qualifying termination within 12 months post-CIC . |
- No “single-trigger” vesting on change in control; acceleration is double-trigger or upon non-assumption .
Board Governance
- Roles: CEO and Chairperson; not independent; Lead Independent Director is Kenneth Chenault .
- Committee membership: Stakeholder Committee member (advisory) .
- Structure and independence: Classified board; six of nine directors independent; all Audit, People & Compensation, and Nominating committees are fully independent .
- Attendance: Board met 4 times in 2024; all directors attended ≥75% of meetings .
- Dual-class and founder control: Class B carries 20 votes/share; founders have Nominating Agreement (must be included in board slate) and Founder Voting Agreement (vote for each founder’s election) .
Compensation Committee Analysis
- People & Compensation Committee (independent): Angela Ahrendts (Chair), Kenneth Chenault, Alfred Lin; 5 meetings in 2024 .
- Consultant: Semler Brossy, engaged directly by the committee; no conflicts disclosed .
- Philosophy: Emphasis on long-term equity; 2024 shifted annual equity mix for NEOs (ex-CEO) to 70% RSUs / 30% options (from 50/50) to align with peers and priorities .
Compensation Structure Notes and Signals
- Cash vs equity mix: CEO compensation is entirely equity-based via performance RSUs; salary remains $1 and CEO is excluded from the cash Bonus Plan (high at-risk alignment) .
- Annual equity for NEOs (ex-CEO): Increased 2024 grant levels and shifted toward RSUs (70%) from options (30%), lowering risk but improving retention .
- Clawback policy adopted per SEC/Nasdaq rules (restatement-based recovery) .
- No single-trigger change-in-control acceleration; pledging tightly restricted; limited tax gross-ups only for de minimis employee programs .
Say‑on‑Pay & Shareholder Feedback
| Item | 2025 Vote Result | 2024 Reference |
|---|---|---|
| Say‑on‑Pay (advisory) | For: 3,904,076,734; Against: 108,214,756; Abstain: 2,306,436; Broker Non‑Votes: 66,730,569 | 98.8% approval at 2024 annual meeting (votes cast) |
| Stockholder proposal: Voting disclosure by class | For: 186,270,097; Against: 3,827,001,056; Abstain: 1,326,774; Broker Non‑Votes: 66,730,569 (failed) | Board recommended against; cited strong governance and reporting burden |
Vesting Schedules and Insider Selling Pressure
- CEO award settlement cadence: Two-year delivery lag after vesting; tranche 2 delivered Nov 11, 2024 (1,149,336 shares; $154.7M distributed), creating potential supply around settlement windows; Chesky intends to donate net proceeds .
- Section 16 compliance note: Two Form 4 filings for Chesky were submitted late in 2024 (including a sale on August 5, 2024), flagging timing risk around insider transactions; company otherwise reports compliance .
Related Party and Alignment Considerations
- Founder Nominating and Founder Voting Agreements entrench founder board presence and consolidate voting control; lead independent director structure provides some counterbalance (governance trade‑off) .
- Hedging prohibited; pledging limited with strict caps and approval, mitigating alignment risks from collateralized holdings .
Equity Ownership and Beneficial Control
- Chesky beneficially owns 4.24M Class A shares and 62.92M Class B shares, conferring 30.5% voting power as of April 7, 2025 .
- Outstanding unearned CEO RSUs total 9.6M as of year‑end 2024 (tranches 3–10 of the award) .
Employment Terms (Severance & CIC Economics)
- Outside CIC: $1 cash; $12,821 COBRA; time‑based awards get 6 months vest; CEO award remains eligible to vest for 6 months post‑termination .
- During CIC: $1 cash; $12,821 COBRA; time‑based awards fully accelerate; CEO award converts to service-based at deal price per tranche and fully accelerates if not assumed or upon qualifying termination within 12 months post‑CIC .
Investment Implications
- Alignment: Extreme pay-at-risk design (no cash comp; stock-price hurdles; two-year delivery) ties CEO outcomes to durable stock performance and reduces near-term dilution pressure; however, settlement dates (e.g., tranche deliveries) can create episodic supply overhangs and trading flow signals .
- Retention: Significant remaining unearned RSUs (9.6M) and founder voting/control agreements lower near-term CEO departure risk but embed founder control, which can constrain governance changes favored by Class A holders .
- Governance trade-offs: Combined CEO/Chair with lead independent director structure and strong committee independence; multi-class share structure and founder agreements can dilute minority influence, though say‑on‑pay support remains very strong (>98%), signaling investor acceptance of design/outcomes .
- Operating track record: Solid 2023–2024 execution (revenue, EBITDA, FCF growth; platform expansion), supportive of the pay-for-performance narrative and long‑term equity sensitivity for the CEO award .