Ewout Steenbergen
Executive Vice President and Chief Financial Officer at BKNG
Executive
About Ewout Steenbergen
Ewout Steenbergen is Executive Vice President and Chief Financial Officer of Booking Holdings (BKNG) since March 15, 2024; he is 55 years old and previously served as CFO of S&P Global, President of Engineering Solutions post the IHS Markit merger, and led AI unit Kensho; prior roles include CFO of Voya Financial. In 2024 under BKNG’s leadership team (including during Steenbergen’s tenure), the company delivered record results: revenue $23.7B (+11% YoY), Adjusted EBITDA $8.3B (+17%), net income $5.9B (+37%), and a year-end stock price up 40% with stated TSR of 41% for the year, outpacing the NASDAQ .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| S&P Global Inc. | EVP & Chief Financial Officer | 2016–2024 | Led finance through portfolio transformation and IHS Markit merger; oversight of performance and capital allocation . |
| S&P Global Inc. | President, Engineering Solutions | 2022–2024 | Ran the Engineering Solutions segment following the IHS Markit merger . |
| Kensho Technologies (S&P Global AI unit) | Leader | 2018–2024 | Led development of AI/ML capabilities supporting analytics . |
| Voya Financial, Inc. | EVP & Chief Financial Officer | — | Public company CFO experience prior to S&P Global . |
External Roles
| Organization | Role | Years |
|---|---|---|
| AXA Group (France) | Director | Current |
| UNICEF USA | Director | Current |
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Base Salary (paid in 2024) | Prorated from Mar 15, 2024 start | $656,298 |
| Target Bonus % of Base | Short-term incentive target | 180% |
| Actual 2024 Bonus (paid 2025) | Reflects ~2x target cap for NEOs and strong performance | $2,362,673 |
| Sign-on Bonus | To offset forfeited awards at prior employer | $1,000,000 |
Performance Compensation
Short-term Incentive (Bonus Plan) – 2024
- Plan metrics and outcomes (companywide, equally weighted): Revenue growth target 9% (actual 10%); Compensation EBITDA growth target 9% (actual 15%). Senior executives’ bonus pool funded at 2.07x target (below 3x max), with individual NEO bonuses capped at 2x; Steenbergen’s 2024 payout was approximately 2x target, at $2,362,673 .
| Metric | Weighting | Target | Actual | Payout Implication |
|---|---|---|---|---|
| Revenue growth vs 2023 | 50% | 9% | 10% | Above target; supports higher pool funding |
| Compensation EBITDA growth vs 2023 | 50% | 9% | 15% | Above target; supports higher pool funding |
| Pool funding | — | — | 2.07x of target | NEOs capped at 2x target; Steenbergen paid ~$2.36M |
Long-term Incentive (Equity) – 2024 Grants
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Mix and structure: For 2024, BKNG’s standard mix was 60% PSUs / 40% RSUs; Steenbergen’s initial year followed a 50% PSU / 50% RSU mix plus a separate two-year New Hire RSU to bridge forfeited awards; from 2025, he follows 60%/40% like other NEOs .
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PSUs (granted May 12, 2024)
- Target shares: 972; Maximum: 1,944; Grant-date fair value: $4,023,662 .
- Three-year performance period ending Dec 31, 2026; metrics equally weighted: Revenue and Compensation EBITDA; rTSR modifier (+/–25%) vs travel/tourism peers and an absolute TSR governor capping at target if absolute TSR is not positive; overall cap 2x .
- 3-year goal ranges (aggregate): Revenue: <$64.1B (0x) to ≥$80.3B (2x) with $75.8B at 1x; Compensation EBITDA: <$19.9B (0x) to ≥$27.9B (2x) with $25.4B at 1x .
| Equity Type | Grant Date | Shares (Target/Max) | Vest/Performance | Key Terms |
|---|---|---|---|---|
| PSUs | May 12, 2024 | 972 / 1,944 | Cliff vest after 3-year period ending 12/31/2026, subject to performance | Equal-weight Revenue and Compensation EBITDA; rTSR modifier (+/–25%); absolute TSR governor; max 2x |
- RSUs (granted May 12, 2024)
- Annual RSUs: Grant-date value $3,699,189; vest in three equal annual installments on the first three anniversaries of grant (i.e., May 12, 2025/2026/2027), subject to continued service .
- New Hire RSUs: Grant-date value $9,000,599; vest 75% on May 12, 2025 and 25% on May 12, 2026; intended to replace forfeited awards and support retention .
| Equity Type | Grant Date | Grant-Date Value | Vesting Schedule | Purpose |
|---|---|---|---|---|
| Annual RSUs | May 12, 2024 | $3,699,189 | 1/3 each on May 12, 2025/2026/2027 | Ongoing LTI, retention |
| New Hire RSUs | May 12, 2024 | $9,000,599 | 75% on 5/12/2025; 25% on 5/12/2026 | Offset forfeited prior awards; initial alignment |
- Dividend equivalents: RSUs and PSUs accrue dividend equivalents payable only upon vesting/performance satisfaction .
- 2024 stock options: None granted to NEOs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 31, 2025) | 2,098 shares; less than 1% of outstanding . |
| Shares Outstanding Basis | 32,699,135 shares outstanding as of Mar 31, 2025; Steenbergen’s ownership ≈0.006% (2,098/32,699,135), derived from disclosed figures . |
| Vested vs Unvested (12/31/2024) | Unvested RSUs: 3,337 (2,365 New Hire RSUs; 972 Annual RSUs). Unearned PSUs (max basis): 1,944 . |
| Upcoming Vesting Cadence | New Hire RSUs: 75% on 5/12/2025; 25% on 5/12/2026. Annual RSUs: 1/3 on 5/12/2025/2026/2027. PSUs measured over 2024–2026 with settlement post-period, subject to rTSR/TSR governor . |
| Stock Ownership Guidelines | Requirement: lesser of 5,000 shares or shares valued at 3x base salary. As of Mar 31, 2025, shares counted toward guideline: 0; permitted to meet over time given 2024 hire date . |
| Hedging/Pledging | Hedging and pledging of company stock prohibited for NEOs/directors; short-selling and margin restrictions apply . |
| 10b5-1 Plans | Encouraged; must be adopted in open window; generally minimum 1-year term; early termination constrained . |
| Clawbacks | SEC-compliant financial restatement clawback plus misconduct clawback for excessive incentive compensation . |
Employment Terms
| Term | Detail |
|---|---|
| Effective Date | March 15, 2024; Executive Vice President & Chief Financial Officer . |
| Agreement Term | Initial 3-year term from Mar 15, 2024; auto-renews for 1-year periods unless notice given ≥90 days before expiration . |
| Severance (No Cause / Good Reason) | 1x base salary + target bonus paid over 12 months; pro-rata actual annual bonus; continuation of group health, life, and disability insurance benefits for 1 year . |
| Change-in-Control Severance (Double Trigger) | If terminated without Cause or for Good Reason within 6 months before or 12 months after a CIC: 2x base salary + target bonus over 24 months; pro-rata actual annual bonus; continuation of group health, life, and disability insurance benefits for 1 year . |
| Equity Treatment on CIC/Termination | No single-trigger vesting; acceleration generally pro-rata based on time served upon qualifying termination at/after CIC; full acceleration only upon death . |
| Death/Disability | Accrued comp; pro-rata target (death) or actual (as applicable) annual bonus; limited continuation of benefits (dependents’ health benefits for death; health/life/disability for disability) for 1 year . |
| 280G Cutback | Best-net provision: reduce parachute payments if reduces excise taxes on an after-tax basis . |
| Restrictive Covenants | One-year non-compete and non-solicit post-termination . |
| Perquisites | Reimbursement for certain legal services and work-from-home allowance in connection with hiring; otherwise no material executive-only perquisites . |
Performance & Track Record
- 2024 CFO performance highlights: Provided strategic capital management amid inflation and rate volatility; advanced cost discipline and procurement/talent sourcing; supported record financial performance and strong capital returns (~$6B repurchases, $1.2B dividends); ensured smooth transition with former CFO; strengthened finance function and investor communications .
- Company performance context (2024): Gross bookings $165.6B (+10%), revenues $23.7B (+11%), net income $5.9B (+37%), Adjusted EBITDA $8.3B (+17%), and year-end stock price $4,968 (+40%), with stated TSR of 41% for the year .
Compensation Structure Observations
- Cash vs equity mix: Introduction of individual bonus caps (2x target) and increased base salaries to align with peers; for 2024, NEO mix adjusted to 60% PSUs/40% RSUs; Steenbergen initially at 50%/50% plus New Hire RSUs to mitigate macro risk and bridge forfeitures .
- Performance rigor: 2024 bonus pool funded at 2.07x (below 3x max) with Revenue and Compensation EBITDA growth targets set above 2023’s strong base; PSUs include robust 3-year goals, rTSR modifier, and an absolute TSR governor capping at target if TSR ≤ 0 .
- Peer benchmarking: Compensation peer group spans leading travel/e-commerce/tech firms; BKNG targets market-competitive pay between 50th–75th percentile while prioritizing performance linkage .
- Shareholder alignment: 2024 say‑on‑pay approval 90%; ongoing engagement led to bonus caps and mix changes; stock-based comp dilution <0.6% in 2024 .
Related Governance
- Prohibitions on hedging/pledging and short-term trading; robust 10b5-1 plan guardrails; SEC‑compliant clawback and misconduct clawback; stock ownership guideline compliance required over time for new hires (Steenbergen still within compliance runway) .
Director/Committee and Consultant Context (for compensation oversight)
- Talent & Compensation Committee (independent) oversees compensation program; advised by independent consultant Semler Brossy on peer group, PSU/RSU mix, bonus cap, risk assessments, and 280G analyses .
Investment Implications
- Pay-for-performance alignment: Steenbergen’s 2024 bonus outcome (~2x target) is supported by above-target revenue and Compensation EBITDA growth; 2024 PSUs embed stringent 3-year goals and TSR governance, which curbs windfalls in down markets—supportive of shareholder alignment .
- Near-term vesting overhang: Significant RSU vesting cadence (notably the 75% New Hire RSU tranche in May 2025, then remaining 25% in May 2026 and annual RSU tranches through 2027) could create episodic selling pressure, though hedging/pledging restrictions and 10b5‑1 plan practices may smooth execution .
- Retention risk: Employment agreement provides competitive severance (1x; 2x on double-trigger CIC) and a one-year non‑compete/non‑solicit, plus unvested equity value (RSUs/PSUs) that strengthens retention; no single-trigger CIC acceleration—a governance positive .
- Ownership alignment: Beneficial ownership is modest (≈0.006% of shares), with guideline compliance permitted over time due to 2024 hire; alignment primarily via unvested equity and performance-linked PSUs .
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