Paulo Pisano
Chief Human Resources Officer at BKNG
Executive
About Paulo Pisano
Paulo Pisano is Chief Human Resources Officer (CHRO) of Booking Holdings (BKNG) since August 2021 and Senior Vice President/Chief People Officer of Booking.com since March 2020. He is 51 years old and previously led people and talent functions at Galp (Chief People Officer), Pearson (SVP & Chief Talent Officer), and Barclays (Head of Organizational Effectiveness) . During 2024, BKNG delivered record operational and financial results: revenues of $23.7B (+11% YoY), Adjusted EBITDA of $8.3B (+17% YoY), net income of $5.9B (+37% YoY), and ~40–41% stock price/TSR appreciation, providing a supportive backdrop for performance-linked pay programs . As CHRO, Pisano’s 2024 evaluation highlights global HR coordination, CFO succession support, retention and talent building, and engagement through macro uncertainty .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Booking.com | SVP & Chief People Officer | Since Mar 2020 | Led people strategy at the operating brand; role expanded with BKNG CHRO remit . |
| Galp | Chief People Officer | From Dec 2015 | Enterprise HR leadership at integrated energy company . |
| Pearson | SVP & Chief Talent Officer | Not disclosed | Global talent leadership at education company . |
| Barclays | Head of Organizational Effectiveness | Not disclosed | Organizational design and effectiveness at global bank . |
External Roles
No external public company directorships or committee roles disclosed for Mr. Pisano in the proxy .
Fixed Compensation
- Base salary increased as BKNG rebalanced cash mix (higher salary, lower target bonus) in 2024 in response to shareholder feedback and market practice .
- 2024 base salary received: $572,390 (EUR salary converted at average 2024 EUR/USD 1.08168149) .
Multi-year reported compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 420,225 | 454,959 | 572,390 |
| Non-Equity Incentive (Annual Bonus) ($) | 1,050,562 | 1,774,071 | 1,621,459 |
| Stock Awards ($) | 2,999,640 | 4,550,645 | 4,382,000 |
| All Other Compensation ($) | 4,736 | 29,237 | 24,348 |
| Total ($) | 4,475,163 | 6,808,912 | 6,600,197 |
Perquisites and administration:
- Perks include tax preparation services and small related tax gross-ups; net tax equalization was zero in 2024 .
- Company prohibits hedging and pledging of stock; 10b5-1 plans encouraged under strict internal guidelines .
Performance Compensation
Short-term incentive (2024 Bonus Plan):
- Funding metrics and outcomes (equally weighted):
- Revenue growth: Target +9%, Max +14%, Actual +10% .
- Compensation EBITDA growth: Target +9%, Max +18%, Actual +15% .
- Result: Senior executive bonus pool funded at 2.07x of target; NEOs capped at ~2x target; Pisano’s target bonus was 142% of base salary; actual $1,621,459 .
| Metric | Weight | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Revenue growth YoY | 50% | +9% | +10% | Above target (pool +) |
| Compensation EBITDA growth YoY | 50% | +9% | +15% | Above target (pool +) |
| Individual cap | — | 2.0x target (NEOs) | — | Pisano paid ~2x target |
Long-term incentives (design):
- Equity mix moved to 60% PSUs / 40% RSUs for 2024 grants (three-year performance/vesting), with rTSR modifier (+/−25%), and absolute TSR governor capping outcomes at target if TSR ≤ 0; max 2.0x shares .
- Performance metrics for PSUs: three-year cumulative Revenue and Compensation EBITDA (equally weighted) with thresholds and caps; rTSR peer group spans global travel and tourism companies .
Pisano’s 2024 grants and vesting:
- 2024 PSUs (Mar 4, 2024): Target 729 shares; Max 1,458; three-year period ending 12/31/2026; grant-date fair value $2,681,131 .
- 2024 RSUs (Mar 4, 2024): 486 shares; vest ratably on Mar 4, 2025/2026/2027; grant-date value $1,700,869 .
Outstanding and unvested at 12/31/2024:
- Unvested stock/RSUs: 3,392 shares (market value $16.88M at $4,968.42) .
- Unearned PSUs (maximum): 3,748 shares (market value $18.75M at $4,968.42), covering 2023 and 2024 cycles .
- 2022 PSUs third sub-period paid at 1.44x based on 2024 performance (issued Mar 2025) .
Option activity:
- 2024 option exercises: 527 shares; value realized $1,114,733 (sold in Mar/May 2024 per footnote) .
Equity Ownership & Alignment
- Beneficial ownership as of Mar 31, 2025: 1,051 shares; <1% of outstanding .
- Stock ownership guidelines: CHRO must hold 5,000 shares or shares worth ≥3x base salary; Company states all current executive officers except the newly hired CFO were in compliance as of Mar 31, 2025. Pisano: 1,051 shares valued at $4,841,862 at $4,606.91 share price (meets value test) .
- Hedging/pledging prohibited; 10b5-1 plans encouraged .
| Ownership Detail | Amount |
|---|---|
| Beneficial shares (3/31/2025) | 1,051 |
| Ownership % | <1% |
| Unvested stock/RSUs (12/31/2024) | 3,392 shares; $16,881,021 at $4,968.42 |
| Unearned PSUs (max) (12/31/2024) | 3,748 shares; $18,752,818 at $4,968.42 |
| Guideline requirement | 5,000 shares or ≥3x salary; in compliance |
| Pledging/Hedging | Prohibited |
Vesting calendar signaling potential supply:
- RSUs: 2023 grant 318 shares vest on Mar 4, 2025 and Mar 4, 2026; 2024 grant 486 shares vest on Mar 4, 2025/2026/2027 .
- PSUs: 2023 cycle performance period ends 12/31/2025; 2024 cycle ends 12/31/2026; payout subject to Revenue, Compensation EBITDA, rTSR, TSR governor .
Employment Terms
- Role and start: BKNG CHRO effective Aug 1, 2021 (supplementing Booking.com Dutch employment contract dated Mar 2, 2020) .
- Severance (non-Change in Control): 1x base salary + target bonus paid over 12 months; pro-rata actual bonus; up to €50k relocation and up to €10k legal fee reimbursement (Dutch-required) .
- Change in Control (double-trigger within 6 months before/12 months after): 2x base salary + target bonus over 24 months; pro-rata bonus (higher of actual or target); same relocation/legal reimbursements .
- Non-compete / Non-solicit: one-year post-termination covenants .
- Clawbacks: SEC-compliant Financial Restatement Recovery Policy and misconduct-based incentive clawback .
- No CIC tax gross-ups; Company policy does not provide change-in-control tax gross-ups .
- Perquisites: tax preparation services and small gross-ups; 2024 net tax equalization effect was zero .
Potential payout scenario (as of 12/31/2024; share price $4,968.42):
| Scenario (12/31/2024) | Cash Severance | Pro-Rata Bonus | Other | PSUs | RSUs | Total |
|---|---|---|---|---|---|---|
| Termination w/o Cause (non-CIC) | $1,427,820 | $832,895 | $64,901 | $19,679,204 | $1,333,282 | $23,338,102 |
| Termination for Good Reason (non-CIC) | $1,427,820 | $832,895 | $64,901 | $19,679,204 | $1,333,282 | $23,338,102 |
| Termination w/o Cause or for Good Reason (CIC) | $2,855,640 | $832,895 | $64,901 | $19,679,204 | $1,333,282 | $24,765,922 |
| Death | $0 | $832,895 | $0 | $24,965,268 | $4,022,750 | $29,820,913 |
| Disability | $0 | $0 | $0 | $19,679,204 | $1,333,282 | $21,012,486 |
Equity treatment on termination aligns to event timing and performance measurement, with PSUs subject to performance multipliers, rTSR modifier, and TSR governor; RSUs generally pro-rata vest (full on death) .
Investment Implications
- Pay-for-performance alignment: Annual bonus pool and PSU outcomes are directly tied to Revenue and Compensation EBITDA, with rTSR and absolute TSR governor reinforcing shareholder value creation; 2024 results and TSR supported above-target cash bonuses (~2x) while maintaining caps .
- Retention risk appears moderate: Significant unvested RSUs and multi-year PSU cycles (2023–2025, 2024–2026) create meaningful unvested equity; severance protections (1x/2x) and one-year non-compete/non-solicit provide additional retention levers .
- Insider selling pressure: 2024 option exercise activity and predictable RSU vesting dates (Mar 4 in 2025–2027) indicate potential periodic supply; however, hedging/pledging bans and stock ownership guideline compliance mitigate misalignment risk .
- Governance and shareholder sentiment: Strong 2024 say-on-pay support (90%) following program refinements (bonus cap, 60/40 PSU/RSU) reduces risk of compensation-related controversy .
- Execution lens: 2024 CHRO assessment emphasized succession, engagement, and talent initiatives amid expansion and cost discipline—key enablers for BKNG’s scale and margin ambitions as PSUs measure multi-year Revenue/Comp EBITDA .