Ariane Gorin
Expedia GroupAbout Ariane Gorin
Ariane Gorin is Chief Executive Officer and a director of Expedia Group (EXPE). She was appointed CEO effective May 13, 2024 and elected to the Board on February 12, 2024; she also serves on the Board’s Executive Committee with Chairman and Senior Executive Barry Diller . Age 50, Gorin holds an MBA from Kellogg (Northwestern) and a BA in Economics from UC Berkeley; prior roles include Microsoft and Boston Consulting Group . Recent operating performance used to calibrate her 2024 equity awards included 2023 stock price +73% (vs. Nasdaq 100 +55% and S&P 500 +24%), record lodging gross bookings (+11%), net income of $797M (vs. $352M in 2022), and record Adjusted EBITDA with margin expansion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Expedia Group | President, Expedia for Business | Since Jun 2021 | Led B2B partnerships and monetization across global supply, underpinning platform strategy used in award design . |
| Expedia Group | President, Expedia Business Services | Dec 2019–Jun 2021 | Advanced platform operating model and unified loyalty program groundwork . |
| Expedia Group | President, Expedia Partner Solutions | Dec 2017–Dec 2019 | Drove international partner growth and distribution . |
| Expedia Group | SVP & GM, Expedia Partner Solutions | Jun 2014–Nov 2017 | Executed partner technology upgrades and scale . |
| Expedia Group | VP, EMEA Market Management | Mar 2013–Jun 2014 | Expanded European market footprint and supply . |
| Microsoft | Director, Office Division France | 2010–2013 | Led sales/distribution; scaled enterprise go‑to‑market . |
| Microsoft | Sales/Distribution/Marketing roles | 2003–2013 | Built commercial execution capabilities . |
| Boston Consulting Group | Consultant | 2000–2002 | Strategy/operations foundation . |
External Roles
| Organization | Role | Years | Strategic Relevance |
|---|---|---|---|
| Adecco Group | Director | 2017–Apr 2024 | Human capital exposure; governance experience . |
| trivago N.V. | Director | 2020–2021 | Travel tech board experience . |
| Microsoft | Director, Office Division France | 2010–2013 | Enterprise GTM leadership . |
| Boston Consulting Group | Consultant | 2000–2002 | Strategic advisory background . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary (earned) | $1,126,174 | CEO rate set at $1,250,000 effective May 13, 2024; includes $802,885 pro‑rated CEO salary and $323,289 under prior UK role . |
| All other compensation (total) | $684,658 | Includes components itemized below. |
| Corporate aircraft (personal use) | $225,232 | Incremental cost methodology; policy encourages senior exec usage for security/efficiency . |
| 401(k) match / pension | $12,623 | Includes UK pension allowance (see fx note) . |
| Relocation bonus | $338,000 | One‑time $100,000 + monthly housing allowance $32,000 up to 18 months, per employment agreement . |
| UK mobility support | $60,767 | Prior UK arrangement benefits (school fees, mobility) . |
| Miscellaneous (leave payout; immigration/tax support) | $48,036 | Leave payout $35,684; immigration/tax support $12,352 . |
Not disclosed: Target bonus %, annual cash bonus earned for 2024; Expedia emphasizes base + long‑term equity over annual cash incentives in its NEO program .
Performance Compensation
| Metric | Weighting | Target Levels | Actual/Payout Structure | Vesting |
|---|---|---|---|---|
| 2024 PSU: Revenue CAGR (2024–2026) | 50% | Threshold/Target/Max set (undisclosed for competitive reasons) | 0–200% payout; linear interpolation between levels | Cliff vest Feb 15, 2027, subject to continued employment . |
| 2024 PSU: Adjusted EBITDA CAGR (2024–2026) | 50% | Threshold/Target/Max set (undisclosed) | 0–200% payout; linear interpolation | Cliff vest Feb 15, 2027 . |
| 2024 RSUs (time‑based) | — | — | Service‑based; no performance metric | 16 installments over 4 years: 6.25% on May 15, 2024; then 6.25% on the 15th day of the second month of each of the next 15 fiscal quarters . |
Key grants to Gorin in 2024:
- PSUs: 82,500 target units with revenue/Adj. EBITDA CAGR metrics (0–200% payout) .
- RSUs: 82,500 units, standard quarterly vesting schedule .
Prior PSU modification (retention signal):
- 2021 PSU awards would have paid 0% based on stock CAGR below threshold; Compensation Committee exercised discretion to vest 50% of target for selected executives including Gorin, recognizing 2023 stock performance and transformation retention needs .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (Apr 4, 2025) | 86,515 shares total; composed of 71,813 common shares and 14,702 RSUs vesting within 60 days; <1% of common shares outstanding . |
| Stock ownership guidelines (CEO) | Lesser of 6x base salary or 100,000 shares; current stock target 56,571; status met as of Apr 4, 2025 . |
| Hedging/short sales policy | Hedging and monetization transactions prohibited for directors; broader Securities Trading Policy prohibits trading on MNPI; employee pledging requires pre‑approval . |
| Shares pledged | Proxy does not disclose any pledging by Gorin; pledge footnotes pertain to other insiders (e.g., Kern) . |
Outstanding equity (Dec 31, 2024; closing price $186.33):
| Grant Type | Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| RSUs | 03/18/2024 | 67,032 | $12,490,073 |
| PSUs (CAGR rev/Adj. EBITDA, 2024–2026) | 03/18/2024 | 41,250 (threshold basis shown) | $7,686,113 |
| PSUs (stock CAGR, 2023–2025) | 03/14/2023 | 54,316 (max basis shown) | $10,120,700 |
| RSUs | 03/14/2023 | 15,277 | $2,846,563 |
| RSUs | 10/20/2022 | 6,117 | $1,139,781 |
| RSUs | 03/21/2022 | 3,586 | $668,179 |
| RSUs | 02/25/2021 | 926 | $172,542 |
Realized 2024 equity activity (selling/vesting pressure indicators):
| Activity (2024) | Shares | Value |
|---|---|---|
| Options exercised | 57,244 | $4,436,410 |
| RSUs vested | 43,467 | $6,120,622 |
Note: Quarterly RSU vesting cadence implies regular issuance/withholding events that can create near‑term supply; PSU outcomes create a lumpier event in Feb 2027 subject to performance certification .
Employment Terms
- Agreement effective Feb 7, 2024; CEO appointment effective May 13, 2024; term through May 13, 2028 .
- Base salary $1,250,000 from CEO start; relocation and mobility payments per agreement (one‑time and housing allowances) .
- Severance (“qualifying termination” without cause/for good reason): salary continuation for longer of remaining term (capped at 36 months) or 12 months; lump‑sum COBRA for continuation period; acceleration of equity scheduled to vest over next 12 months (performance equity only if performance satisfied); offset for other earnings; non‑compete 18 months (reduced to 12 months if termination after May 13, 2028); non‑solicitation applies .
- Change‑in‑control: post‑June 10, 2020 awards generally eligible for single‑trigger acceleration only if not assumed; otherwise double‑trigger acceleration upon qualifying termination within two years after change‑in‑control .
- Clawback: compliant with Exchange Act Rule 10D‑1/Nasdaq 5608; broader misconduct recovery provisions; equity agreements provide two‑year lookback for cause terminations .
Board Governance
- Director since Feb 12, 2024; Executive Committee member; not on Audit, Compensation, or Nominating committees (all independent) .
- Independence: Gorin is management; Board counts seven of eleven directors as independent; independent committees and sessions (no lead independent director) .
- Board meetings/attendance: Board met four times in 2024; all directors attended at least 75% of meetings/committees; 2024 annual meeting attendance was virtual .
- Director compensation: Employee directors (Diller, Gorin) did not receive director pay in 2024 .
Compensation Program Context
- Peer groups: Executive peer group includes Airbnb, Booking, Uber, eBay, etc.; Chairman/Senior Executive peer group updated to include Netflix; Compensia engaged as independent consultant; no fixed target percentile (case‑by‑case) .
- Say‑on‑pay: 2024 vote on 2023 NEO pay received ~96.1% approval; committee emphasized performance‑based long‑term equity in 2024 .
Risk Indicators & Red Flags
- PSU modification in 2024 paid 50% of 2021 PSU awards to selected executives despite threshold miss (retention rationale); investors may view this as a softer pay‑for‑performance stance (mitigated by 2023 TSR rebound and transformation milestones) .
- Regular RSU vesting cadence can create consistent near‑term selling/withholding pressure; 2024 exercises/vests indicate liquidity events ($10.6M realized value) .
- Governance structure concentrates authority in two‑person Executive Committee (Chairman Diller + CEO Gorin); no lead independent director, though committees are independent .
- Hedging prohibited; employee pledging requires pre‑approval; proxy does not disclose pledging by Gorin .
- Tax gross‑ups: No golden‑parachute gross‑up disclosed; minor immigration/tax reimbursements tied to relocation .
Investment Implications
- Alignment: Large, multi‑year PSU grant tied to revenue and Adjusted EBITDA CAGR aligns CEO pay with scalable growth and margin expansion; stock ownership guideline met, supporting alignment .
- Retention risk: Robust severance (up to 36 months salary continuation depending on timing), non‑compete, and long‑dated equity (PSUs cliff in 2027) reduce near‑term departure risk; ongoing RSU vesting provides retention hooks .
- Trading signals: Scheduled quarterly RSU vesting and historic 2024 exercises imply predictable supply; watch Form 4s around vest dates and Feb 2027 PSU certification window for potential event‑driven flow .
- Governance: Executive Committee concentration absent a lead independent director warrants monitoring; however, independent committee structure and strong say‑on‑pay support temper governance concerns .