Lynn Vojvodich Radakovich
Booking HoldingsAbout Lynn Vojvodich Radakovich
Independent director of Booking Holdings (BKNG), age 57, serving since 2016. Former EVP & Chief Marketing Officer of Salesforce and advisor/operator across leading technology firms; currently brings finance, technology, and sales/marketing expertise to BKNG’s board and compensation/governance work. Other current public boards: Ford Motor Company and Dell Technologies. Committees at BKNG: Corporate Governance and Talent & Compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce | Executive Vice President & Chief Marketing Officer | 2013–2017 | Led global marketing for a cloud software leader |
| Andreessen Horowitz | Partner | Not disclosed | Helped portfolio companies build go-to-market strategies |
| Terracotta Inc. | Chief Marketing Officer | Not disclosed | CMO of in-memory/cloud enabling technology firm |
| Bain & Company | Various roles | Not disclosed | Strategy/operating experience (roles not detailed) |
| Microsoft | Various roles | Not disclosed | Technology/operating experience (roles not detailed) |
| Early engineering roles | Mechanical engineer (Gulfstream jets; offshore oil structures) | Not disclosed | Technical/engineering foundation |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Ford Motor Company | Director | 2017 | Chair: Compensation, Talent & Culture; Member: Nominating & Governance; Sustainability, Innovation & Policy |
| Dell Technologies Inc. | Director | 2019 | Chair: Compensation; Member: Audit |
| Figma (private) | Director | Dec 2019 | Not disclosed |
Board Governance
- Independence: Determined independent; 11 of 12 current directors are independent .
- BKNG committees: Corporate Governance (6 meetings in 2024) and Talent & Compensation (6 meetings in 2024) .
- Attendance: Board held 8 meetings in 2024; all directors attended ≥75% of Board and committee meetings; all director nominees attended the 2024 annual meeting .
- Governance policies: Prohibit hedging/pledging; stock ownership guidelines; majority voting; proxy access; annual director elections .
Fixed Compensation
| Item | 2024 Amount / Terms |
|---|---|
| Cash – Base Director Retainer | $60,000 |
| Cash – T&C Committee Member Retainer | $15,000 |
| Cash – Corporate Governance Committee Member Retainer | $10,000 |
| Cash – Total Fees Earned | $85,000 |
| Equity – Annual Director RSUs (grant) | Approx. $265,135 grant-date fair value; RSUs (May 2024 grants generally 71 shares to incumbents) |
| Equity – Vesting | One-year cliff (accelerates on CoC, death, disability) |
| Dividend equivalents | Paid only if vesting conditions met |
| Meeting fees | Not disclosed; compensation provided via base and committee retainers |
Performance Compensation
- Non-employee director equity at BKNG is time-based RSUs; no director performance metrics (no options granted to directors) .
Other Directorships & Interlocks
| Related Entity | Nature of BKNG Transactions | Board Conclusion |
|---|---|---|
| Dell Technologies (director) | BKNG purchased computer hardware and software from Dell | Ordinary course; immaterial to both parties; independence unaffected |
| Figma (director) | BKNG purchased software licenses and design tools from Figma | Ordinary course; immaterial to both parties; independence unaffected |
Expertise & Qualifications
- Skills matrix: Finance, Technology, Sales & Marketing .
- Career breadth across global technology, internet marketing, and growth-stage advisory; mechanical engineering foundation .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 362 shares; less than 1% of outstanding |
| Indirect Ownership | Includes 189 shares held by a family trust |
| Director RSUs Outstanding | 173 RSUs outstanding; includes 102 vested shares with receipt deferred for tax planning |
| Ownership Guidelines | Directors must own ≥10× the annual base cash retainer; all non-employee directors met guidelines as of Mar 31, 2025 except Ms. Grier (expected to be compliant upon May 2025 vesting) |
| Hedging/Pledging | Prohibited for directors |
Governance Assessment
- Committee engagement: Active member of BKNG’s Corporate Governance and Talent & Compensation Committees (each met 6 times in 2024), with T&C using independent consultant Semler Brossy; supports rigorous pay oversight and board refreshment .
- Independence and conflicts: Ordinary-course, immaterial transactions with Dell and Figma (where she serves as director); Audit Committee oversees related-party transactions; Board determined these do not impair independent judgment .
- Attendance and engagement: Board met 8 times in 2024; all directors met ≥75% attendance; all nominees attended the annual meeting—supports investor confidence .
- Ownership alignment: Complies with stringent director ownership guidelines; holds RSUs with dividend equivalents payable only upon vest—aligns with long-term shareholders .
- Compensation governance environment: Strong say-on-pay support (90% in 2024; 88% in 2023) and balanced use of PSUs/RSUs for executives overseen by T&C Committee—reflects responsiveness to shareholder feedback .
- Risk controls: Prohibitions on hedging/pledging; majority voting; proxy access; annual elections and robust self-evaluations—mitigate governance risk .
- RED FLAGS: Potential interlocks via Dell/Figma transactions (noted as immaterial by Board); monitor ongoing transaction scale and Audit Committee reviews to ensure continued independence . BKNG also maintains overboarding limits; she serves on two external public boards plus BKNG—monitor time commitments against policy .
Overall, disclosures indicate strong independence, active committee participation (governance and compensation), high attendance, and ownership alignment; related-party exposures exist but are reviewed and deemed immaterial, with formal oversight processes in place **[1075531_0001308179-25-000476_bkng013642-def14a.htm:20]** **[1075531_0001308179-25-000476_bkng013642-def14a.htm:21]** **[1075531_0001308179-25-000476_bkng013642-def14a.htm:22]** **[1075531_0001308179-25-000476_bkng013642-def14a.htm:79]** **[1075531_0001308179-25-000476_bkng013642-def14a.htm:80]** **[1075531_0001308179-25-000476_bkng013642-def14a.htm:81]**.