Glenn Fogel
About Glenn Fogel
Glenn D. Fogel, age 63, has served as Booking Holdings’ President and Chief Executive Officer since January 2017 and as CEO of Booking.com since June 2019; he joined the company in February 2000 following roles as a trader at a global asset management firm and investment banker focused on air transportation, and is a retired member of the New York State Bar . In 2024, BKNG reached records with revenues of $23.7B (+11% YoY), Adjusted EBITDA of $8.3B (+17%), gross bookings of $165.6B, room nights of 1,144M (+9%), and a year-end stock price of $4,968 (+40% YoY), with a total shareholder return of 41% cited in the proxy letter . Fogel highlights execution on Connected Trip, AI integration, expanding merchant and payments capabilities, growing Alternative Accommodations, and returning capital via ~$6B repurchases and $1.2B dividends in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Booking Holdings | EVP, Corporate Development | 2009–2016 | Led corporate development during sustained global growth; supported strategy execution and M&A . |
| Booking Holdings | Head of Worldwide Strategy & Planning | 2010–2016 | Drove long-term strategic planning; helped guide resilience through the pandemic and sustained growth . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | Other current public company boards | None | No external public directorships disclosed . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | $750,000 | $750,000 | $1,166,667 |
| Target bonus (%) | — | — | 208% |
| Actual bonus paid (Non-Equity Incentive Plan Compensation) ($) | $3,750,000 | $5,000,000 | $4,857,925 |
| All Other Compensation ($) | $760,908 | $37,828 | $10,588 |
Performance Compensation
Short-term Incentive (Bonus Plan – 2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue | 50% | 9% YoY growth | 10% YoY growth | Pool funded at 2.07x target; individual NEOs capped at 2x, with Fogel receiving ~2x target (actual $4,857,925) . |
| Compensation EBITDA | 50% | 9% YoY growth | 15% YoY growth | Pool funded at 2.07x target; individual NEOs capped at 2x, with Fogel receiving ~2x target (actual $4,857,925) . |
| Vest timing | — | — | — | Paid March 2025 per plan design . |
Long-term Incentives (PSUs and RSUs)
- Equity mix for NEOs: 60% PSUs / 40% RSUs in 2024 (prior practice returned to PSUs with three-year targets; rTSR modifier and absolute TSR governor added) .
- PSU metrics: Revenue and Compensation EBITDA equally weighted; rTSR modifier ±25% with 0.75–1.25 factor by percentile, subject to 2x cap and TSR governor (no >1x payout unless absolute TSR positive over the period) .
- 2024 PSU targets (three-year period ending 12/31/2026):
- Revenue: <$64.1B = 0x; $75.8B = 1x; >$80.3B up to 2x .
- Compensation EBITDA: <$19.9B = 0x; $25.4B = 1x; >$27.9B up to 2x .
- 2022 PSUs (three-year awards with annual sub-periods due to COVID):
- 2024 sub-period targets: Revenue $21.4B–$24.6B (0x–2x), Comp EBITDA $6.6B–$8.2B (0x–2x) .
- Outcome: 1.44x target achieved for the 2024 sub-period; subject to rTSR and TSR governor .
- RSUs: time-based; vest over three years; dividend equivalents paid only upon vest .
RSU vesting schedule (Glenn Fogel)
| Grant year | Shares | Vesting schedule |
|---|---|---|
| 2022 RSUs | 991 | Vested 3/4/2025 . |
| 2023 RSUs | 1,590 | Scheduled to vest ratably on 3/4/2025 and 3/4/2026 . |
| 2024 RSUs | 2,857 | Scheduled to vest ratably on 3/4/2025, 3/4/2026, and 3/4/2027 . |
PSU in-flight positions (Glenn Fogel, year-end 2024)
| PSU award | Performance period end | Max unearned shares |
|---|---|---|
| 2023 PSUs | 12/31/2025 | 14,310 max shares; actual shares depend on performance and rTSR/TSR governor . |
| 2024 PSUs | 12/31/2026 | 8,572 max shares; actual shares depend on performance and rTSR/TSR governor . |
Other equity notes
- No stock options granted to NEOs in 2024 .
- Dividend equivalents accrue on RSUs/PSUs but pay only if vest/performance conditions are met .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (shares) | 24,951 shares . |
| Shares outstanding | 32,699,135 (as of 3/31/2025) . |
| Ownership as % of outstanding | ~0.076% (24,951 / 32,699,135) . |
| Unvested RSUs (year-end 2024) | 23,278 shares (market value $115,810,526 at $4,968.42) . |
| Unvested PSU max (year-end 2024) | 22,882 shares (market value $114,488,256 at $4,968.42) . |
| Options (exercisable/unexercisable) | No new grants in 2024; options exercised by Fogel in 2024: 0 . |
| Ownership guidelines (CEO) | Must own 15,000 shares or shares valued at $5M; Fogel owns 24,951 shares valued at $114,947,011 at $4,606.91 on 3/31/2025; in compliance . |
| Hedging/pledging | Prohibited for directors and NEOs . |
| 10b5-1 plans | Encouraged; internal guidelines include minimum one-year term and require adoption during open window; early termination restrictions apply . |
Potential insider selling pressure indicators
- RSU cliffs in early March 2025/2026/2027 may create mechanical supply; company encourages 10b5-1 plans to manage trades, and prohibits hedging/pledging .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement and term | Employment agreement effective Jan 1, 2017; initial three-year term with automatic one-year renewals unless notice given 90 days prior; letter agreement in 2019 for Booking.com CEO role and associated tax/equalization provisions . |
| Severance (no CIC) | If terminated without Cause or for Good Reason: 2x base salary + target bonus paid over 24 months; pro-rata actual annual bonus; 18 months of health benefits . |
| Severance (with CIC) | If terminated without Cause or for Good Reason on/after CIC (or under certain circumstances within six months prior): 3x base salary + target bonus over 36 months; pro-rata bonus at higher of actual/target; up to 18 months health benefits; equity uses double-trigger (no single-trigger acceleration) . |
| Clawbacks | SEC- and Nasdaq-aligned Financial Restatement Recovery Policy; additional misconduct-based incentive compensation clawback . |
| Equity award timing | Pre-set annual grant dates; grants approved in advance; not timed around MNPI . |
| Perquisites/tax | For dual role in Netherlands: tax return prep and tax gross-up; tax equalization caps exposure to U.S. tax levels; net tax equalization benefit was $0 in 2024 and 2023; $727,826 in 2022 including $132,112 gross-up . |
Board Governance
- Fogel is a director since 2017 and is not independent; he has no committee assignments .
- The Chair of the Board is independent (Robert J. Mylod, Jr.), and there is a Lead Independent Director (Charles H. Noski); the Board has determined CEO/Chair separation is in the best interests of stockholders .
- Board committees: Audit (all independent), Corporate Governance (all independent), Talent and Compensation (all independent), and a Cybersecurity subcommittee under Audit .
- Board held eight meetings in 2024; all directors attended at least 75% of meetings and committee meetings .
Compensation Peer Group and Say-on-Pay
- Compensation peer group (2024): Adobe, Airbnb, Alphabet, Amazon, eBay, Electronic Arts, Expedia, IAC, Marriott, Meta, Microsoft, Netflix, PayPal, TripAdvisor, Uber, Wayfair; BKNG targets between 50th–75th percentile of peer pay .
- Say-on-Pay support: 90% in 2024; 88% in 2023, reflecting investor support for program changes (three-year PSUs, rTSR modifier, absolute TSR governor, bonus caps, equity mix shift) .
Performance & Track Record
- 2024 company performance: gross bookings $165.6B (+10% YoY), room nights 1,144M (+9%), revenues $23.7B (+11%), net income $5.9B (+37%), Adjusted EBITDA $8.3B (+17%), YE stock price $4,968 (+40% YoY) .
- Strategic execution: growth in Alternative Accommodations (35% of Booking.com room nights), expansion of flights (+38% tickets YoY), merchant payments penetration (+27% merchant gross bookings), Genius program expansion, direct channel growth, and cost discipline to create reinvestment capacity .
- Capital return: ~$6B buybacks and $1.2B dividends in 2024; new $20B repurchase authorization and 10% dividend increase approved in Jan 2025 .
- Leadership attributes noted by Board: integrity, stakeholder communication, operational focus, investor relations, and “tone at the top” .
Investment Implications
- Alignment and upside discipline: PSU program’s absolute TSR governor caps payouts at target unless shareholders realize positive returns; rTSR modifier ties payouts to relative performance within travel/tourism peers .
- Mix shift and retention: 60% PSUs / 40% RSUs improves retention during macro shocks; dividend equivalents pay only upon vest, further aligning timing with performance .
- Cash incentive rigor: 2024 Bonus Plan set post-strong 2023; funding at 2.07x reflects outperformance, but individual caps at 2x limit windfall and curb excessive risk-taking .
- Governance safeguards: robust clawbacks, prohibition on hedging/pledging, encouraged 10b5-1 plans, and independent Chair/Lead Independent Director mitigate governance risk and trading optics .
- Potential selling pressure windows: RSU cliff vestings in early March may create supply; oversight via 10b5-1 practices likely smooths execution, and high say-on-pay support (90%/88%) indicates investor comfort with pay design and execution .