Peter Millones
Booking HoldingsAbout Peter Millones
Executive Vice President and General Counsel of Booking Holdings since April 2003; General Counsel since January 2001; previously Vice President and Associate General Counsel (March 2000–January 2001) and Corporate Secretary (January 2001–April 2018; March 2021–January 2022). Age 55 as of March 31, 2025; prior experience at Latham & Watkins LLP. His tenure spans 25 years at BKNG with responsibilities across legal, compliance, privacy, governance, and Board support . Company performance during his recent tenure: 2024 revenue $23.7B (+11% YoY), adjusted EBITDA $8.3B (+17% YoY), net income $5.9B (+37% YoY), and 40% year-end stock price increase; TSR cited at 41% in CEO letter context, with major capital returns ($6B buybacks; $1.2B dividends) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Booking Holdings | EVP & General Counsel | Apr 2003–present | Leads legal, compliance, privacy; supports governance and Board activities . |
| Booking Holdings | General Counsel | Jan 2001–present | Company-wide legal oversight across brands and geographies . |
| Booking Holdings | VP & Associate GC | Mar 2000–Jan 2001 | Legal counsel as company scaled online travel platforms . |
| Booking Holdings | Corporate Secretary | Jan 2001–Apr 2018; Mar 2021–Jan 2022 | Corporate governance, Board processes, disclosures . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Latham & Watkins LLP | Attorney | Pre-2000 | Big-law training and transactional/regulatory experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 552,083 | 556,500 | 717,750 |
| All Other Compensation ($) | 9,388 | 10,138 | 10,588 |
Notes:
- 2024 base salary reset upward as BKNG revised cash mix (higher salary, lower bonus targets) to align with peers .
Performance Compensation
Annual Bonus (Short-term Incentive) – 2024 Design and Outcome
| Component | Weight | Target | Actual 2024 | Payout |
|---|---|---|---|---|
| Revenue growth vs. 2023 | 50% | 9% | 10% | Contributed to 2.07x pool funding; individual capped at ~2x |
| Compensation EBITDA growth vs. 2023 | 50% | 9% | 15% | Contributed to 2.07x pool funding; individual capped at ~2x |
| Individual Result (P. Millones) | — | 173% of base target (rounded) | — | $2,487,416 (~2x target; cap applied) |
- 2024 Millones base salary and bonus target mechanics align with firm-wide introduction of 2x individual cap and more rigorous growth targets .
Long-term Incentives (Equity) – Structure
- Mix: 60% PSUs / 40% RSUs (for 2024 grants), with three-year PSU performance period and TSR governor (cap at target if absolute TSR ≤ 0) plus rTSR modifier (+/-25%) versus travel peers; RSUs vest ratably over three years .
- PSU performance goals (2024–2026 total): Revenue target $75.8B; max >$80.3B; Comp EBITDA target $25.4B; max >$27.9B; 0–2x payout range before rTSR/TSR governor .
- 2022 PSUs final sub-period (2024) outcome: 1.44x target achieved .
2024 Grants to Peter Millones
| Award Type | Grant Date | Target Shares | Max Shares | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PSU (2024–2026) | 3/4/2024 | 1,286 | 2,572 | 4,729,677 |
| RSU (3-yr ratable) | 3/4/2024 | 857 | — | 2,999,269 |
| PSU (2022 award – 2024 sub-period) | 2/15/2024 | 832 | 1,664 | 3,649,443 |
Vesting details:
- RSUs granted 3/4/2024 vest ratably on 3/4/2025, 3/4/2026, 3/4/2027 (subject to service) .
- PSUs granted 3/4/2024 vest after performance period ends 12/31/2026, with rTSR modifier and TSR governor; settlement at/around 3/2027 (subject to certification and service) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/31/2025) | 15,354 shares (<1%) |
| Beneficial Ownership (3/31/2024) | 12,445 shares (<1%) |
| Ownership Guidelines | Requirement: 5,000 shares or shares valued at 3x base salary; Millones holds 15,354 shares valued at $70.734M as of 3/31/2025 (price $4,606.91) – compliant . |
| Hedging/Pledging | Prohibited for NEOs and directors (short-selling, options, margin/pledge) . |
| 10b5-1 Plans | Company encourages Rule 10b5-1 plans; minimum term ~1 year; open-window adoption; cooling-off per SEC; early termination restricted . |
Outstanding equity at 12/31/2024 (potential future supply/vesting cadence):
| Category | Shares | Market Value at 12/31/2024 ($4,968.42) |
|---|---|---|
| Unvested RSUs | 6,607 | $32,873,041 |
| Unearned PSUs (max display) | 6,866 | $34,353,482 |
Key vesting dates and quantities:
- 2022 RSUs: 277 shares vested 3/4/2025 (final tranche) .
- 2023 RSUs: 477 shares vest on 3/4/2025 and 3/4/2026 .
- 2024 RSUs: 857 shares vest ratably 3/4/2025, 3/4/2026, 3/4/2027 .
- 2022 PSUs: total 4,996 shares issued at 2x outcomes across sub-periods (settled March 2025) .
Employment Terms
- Severance (non-CIC): 2x base salary + target bonus (paid over 12 months), pro-rata target annual bonus, 12 months of group health/life/disability benefits; 1-year non-compete and non-solicit .
- Change in Control (double-trigger): same base and target bonus multiple (2x over 24 months benefits period for health coverage), pro-rata bonus (at least target vs. actual as specified), 2 years of benefits continuation .
- Potential Payments (as of 12/31/2024; $4,968.42/share):
- Termination without Cause (non-CIC): $46,941,890 total; includes PSUs $38.26M, RSUs $3.32M .
- Termination for Good Reason (non-CIC): $46,941,890 .
- CIC + qualifying termination: $46,971,178 .
- Death: $57,187,680; Disability: $42,891,890 .
- Equity treatment mirrors CEO’s instruments: pro-rata or accelerated vesting depending on event and plan terms; PSUs subject to performance multiplier, rTSR modifier, TSR governor .
Multi-year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 552,083 | 556,500 | 717,750 |
| Stock Awards | 8,488,874 | 12,165,681 | 11,378,389 |
| Non-Equity Incentive (Bonus) | 2,114,700 | 2,823,000 | 2,487,416 |
| All Other Compensation | 9,388 | 10,138 | 10,588 |
| Total | 11,165,045 | 15,555,319 | 14,594,143 |
Compensation Structure Analysis
- Cash vs. Equity mix: BKNG shifted to higher base salary and lower bonus targets in 2024; long-term equity remains majority performance-based (60% PSUs) with rTSR and TSR governor, limiting upside absent positive absolute TSR—tight pay-for-performance alignment .
- Metric rigor: 2024 bonus targets set at 9% revenue and 9% comp EBITDA growth after a record 2023; actuals 10%/15% produced 2.07x pool yet individual capped at 2x—curbing windfall payouts .
- Clawbacks: Financial Restatement Recovery Policy (SEC/Nasdaq compliant) plus misconduct clawback enhance recourse and alignment .
- Say-on-Pay support: 90% in 2024; 88% in 2023—indicates investor acceptance of redesigned program .
- Peer benchmarking: Committee targets market around 50th–75th percentile; peer set includes large tech, travel, and e-commerce names .
Performance & Track Record
- Role-specific achievements: 2024—leadership of legal department, regulatory navigation for online platforms, strengthening global legal coordination, Board governance support . 2023—privacy principles development, AI governance oversight, sustainability committee leadership, DEI steering committee membership .
- Company value creation (context): 2024 records across revenue, gross bookings, net income; $7.7B remaining under 2023 repurchase authorization at year-end 2024; new $20B authorization and 10% dividend raise in Jan 2025 .
- TSR: 2024 year-end stock price +40% YoY; management highlights 41% TSR .
Equity Ownership & Alignment Details (Breakdown)
| Item | 3/31/2024 | 3/31/2025 |
|---|---|---|
| Beneficial shares | 12,445 | 15,354 |
| Ownership guideline requirement | 5,000 shares or 3x salary | 5,000 shares or 3x salary |
| Compliance | Compliant | Compliant (value $70.734M at $4,606.91) |
Employment Terms (Key Definitions)
- Double-trigger CIC equity vesting; no 4999 tax gross-ups; termination pay policy seeks shareholder ratification >2.99x salary+bonus (policy applies to execs; Millones’ severance multiples within policy) .
- One-year non-compete and non-solicit obligations post-employment .
Vesting Schedules and Insider Selling Pressure
- Annual RSU vesting cluster dates around early March (e.g., 3/4 each year) with multiple tranches in 2025–2027; 2022 PSUs delivered in March 2025 at 2x (first two sub-periods) and 1.44x (third sub-period) outcomes, creating potential post-vest liquidity windows; hedging/pledging is disallowed .
Compensation Peer Group and Targets
- Peer group spans tech/e-commerce/travel; BKNG targets pay at 50th–75th percentile; PSUs benchmark rTSR against a broad travel and leisure cohort .
Governance and Say-on-Pay
- Strong investor endorsement: 90% support in 2024; 88% in 2023 .
- Robust shareholder engagement (outreach to ~55% of shares in 2024) influenced bonus caps and PSU/RSU mix .
Investment Implications
- Alignment: High pay-for-performance linkage via 60% PSU weighting, rTSR modifier, and absolute TSR governor; combined with strong ownership and no pledging, incentive alignment appears robust .
- Retention risk: Severance economics (2x base+target; double-trigger CIC) and substantial unvested equity (RSUs and PSUs through 2027) reduce near-term attrition risk; one-year non-compete adds protection .
- Trading signals: Watch the company’s disclosed 10b5-1 plan updates and March vesting cycles (RSUs annual tranches around 3/4; PSU settlements after performance periods) for potential incremental supply windows; hedging/pledging prohibitions mitigate leverage-related selling .
- Governance sentiment: Strong Say-on-Pay support and robust clawbacks reduce headline risk; program changes (bonus caps, equity mix) suggest ongoing responsiveness to investors .