Barry Diller

About Barry Diller

Barry Diller (age 83) is Chairman of the Board & Senior Executive of Expedia Group, serving since August 2005. He is a member of the Board’s Executive Committee and previously served as Chairman/CEO across media and commerce companies (Paramount Pictures, Fox, QVC, IAC) and as Chairman/Senior Executive at TripAdvisor and Ticketmaster/Live Nation. Current/Recent public directorships include IAC (since 1995), MGM Resorts (since 2020), and The Coca-Cola Company (2002–Aug 2024) . Expedia’s board structure separates the CEO role (held by Ariane Gorin) from the Chair; there is no Lead Independent Director, with independent director executive sessions held regularly .

Operating performance context:

• FY 2024 revenue: $13,691 million vs. $12,839 million in FY 2023; net income: $1,234 million vs. $797 million ; FY23 revenue: ; FY24 net income: ; FY23 net income: ].
• FY 2024 EBITDA: $1,831 million; FY 2023 EBITDA: $1,632 million* (see S&P Global disclaimer) [GetFinancials].
• 2023 saw a 73% stock price increase, $2B of share repurchases (~11% share count reduction), record lodging gross bookings (+11%), and record Adjusted EBITDA with margin expansion .

Past Roles

External Roles

Fixed Compensation

• Mr. Diller’s base salary has remained unchanged at the same level since the IAC/Expedia spin-off (more than 18 years) .

Multi-year base salary and total compensation:

Perquisites and other compensation detail (2024):

Policy notes:

• Hedging prohibited; options/derivatives on Company stock are prohibited for directors .
• Insider trading policy bars trading on MNPI; pledging requires pre-approval .
• Clawback policy aligned with SEC/Nasdaq (Rule 10D-1/5608), plus misconduct-based recoupment .

Performance Compensation

2024 equity awards to Barry Diller:

Performance plan parameters:

• Metrics: Revenue CAGR (GAAP revenue) and Adjusted EBITDA CAGR (company-defined) from FY 2023 base to FY 2026 .
• Weighting: 50% revenue CAGR / 50% Adjusted EBITDA CAGR .
• Payout schedule: Minimum 0%, Threshold 50%, Target 100%, Maximum 200%; linear interpolation between points .
• Targets not disclosed due to competitive sensitivity .
• Prior PSU cycle (2021 grant) did not meet threshold based on stock-price CAGR; Compensation Committee exercised discretion to pay 50% of target to a limited employee group (including two executive officers), which did not include Mr. Diller .

Equity Ownership & Alignment

Beneficial ownership (as of April 4, 2025):

Vested vs. unvested equity (as of Dec 31, 2024):

Ownership and guideline alignment:

• Executive Stock Ownership Policy target for Mr. Diller: 21,044 shares; status: Met as of April 4, 2025 .
• Hedging prohibited; pledging requires pre-approval; no pledge disclosure in Diller’s footnotes as of the record date .

Insider transactions/vesting supply (2024):

• Options exercised: 150,000 shares; value realized $2,473,500 .
• RSUs vested: 38,971 shares; value realized $5,504,186 .
• RSUs granted in 2024 vest quarterly through 2028 (6.25% per quarter after initial May 2024 tranche) .

Employment Terms

• Employment agreement: None disclosed for Mr. Diller (as of 12/31/2024) .
• Change-in-control treatment: For equity granted after June 10, 2020, “single-trigger” acceleration only if awards are not assumed/substituted/continued; otherwise “double-trigger” upon qualifying termination within two years post-CIC .
• Clawback: Policy compliant with SEC/Nasdaq, plus misconduct-based recoupment .
• Trading policies: Hedging prohibited; pledging requires pre-approval .

Board Governance

• Role: Chairman of the Board & Senior Executive; Executive Committee member .
• Independence: Not independent (management); seven of eleven current directors are independent .
• Committee structure: Audit, Compensation, and Nominating Committees fully independent .
• Lead Independent Director: None; independent directors meet in regular executive sessions .
• Attendance: In 2024, the Board met four times; all directors attended at least 75% of Board/committee meetings .
• Employee director compensation: Employee directors, including Mr. Diller, received no director fees in 2024 .

Director Compensation (for non-employee context)

• Standard non-employee director retainers/RSU grants (for reference benchmarking): $45,000 annual cash retainer; $250,000 annual RSUs (three-year ratable vest); committee retainers; hedging prohibited; deferred compensation plan available .

Compensation Peer Group (Benchmarking)

• Executive officer peer group includes companies such as Airbnb, Booking Holdings, eBay, Uber, Workday, Zillow, and others (see full list in proxy) .
• Separate Chairman/Senior Executive peer group includes companies such as Caesars, Carnival, Charles Schwab, Dish Network, Hyatt, Estee Lauder, Fox, News Corp, and Netflix .
• Compensation consultant: Compensia; determined to be independent by the Compensation Committee .

Say‑on‑Pay & Shareholder Feedback

• 2024 annual meeting (vote on 2023 compensation): 96.1% approval .
• Company states continued emphasis on annual and long‑term performance-based compensation –.

Related Party Transactions and Perquisites

• Personal use of aircraft jointly owned by Expedia Group and IAC; Diller required to use corporate aircraft for security/business reasons; 2024 incremental cost to Expedia: $725,158 .
• Expedia and IAC share certain expenses related to Diller’s personal support resources (50/50) given his senior role at both companies .
• Family relationships: Director Alex von Furstenberg is Mr. Diller’s stepson; he also serves as a director at IAC and Vimeo .

Compensation Structure Analysis

• Cash vs. equity mix: Diller’s compensation is predominantly equity-based (RSUs/PSUs); no annual cash bonus disclosed in 2022–2024 Summary Compensation Table .
• Shift from options to RSUs/PSUs: Company has not broadly granted options to executive officers since 2018 (exception: a 2021 CEO option grant to Kern); equity mix focuses on RSUs/PSUs with multi-year vesting/performance –.
• Discretionary PSU modification (retention): 2021 PSU cycle paid 50% of target to a limited group despite below-threshold performance; Diller not included .
• Stock ownership: Executive Stock Ownership Policy targets are in place; Diller in compliance .

Performance & Track Record

• 2023 highlights: stock up 73% vs. Nasdaq 100 +55% and S&P 500 +24%; $2B buybacks (~11% share reduction); record lodging gross bookings (+11%); record Adjusted EBITDA and margin expansion .
• Recent financials (contextualizing 2024 grants/realization):

  Metric	FY 2023	FY 2024
  Revenues ($MM)	12,839	13,691
  Net Income ($MM)	797	1,234
  EBITDA ($MM)	1,632*	1,831*
  Values marked with “*” retrieved from S&P Global.

Investment Implications

• Alignment and control: Diller’s economic exposure and voting control (31.2% of total votes via 100% of Class B; 4.4% of common) meaningfully align and influence governance/strategy; however, absence of a Lead Independent Director increases reliance on committee independence and independent sessions – .
• Incentive design: 2024 PSUs hinge on revenue and Adjusted EBITDA CAGRs (0–200% payout), reinforcing top-line durability and operating leverage; quarterly RSU vesting creates a steady supply overhang but ties retention to sustained performance/tenure – .
• Pay-for-performance signals: No cash bonus; equity-heavy mix; base salary static for ~18 years; 2021 PSU discretion applied broadly to retain key staff (not Diller), which is a moderate governance watch item but suggests a retention priority during leadership transition .
• Trading signals: Regular quarterly RSU vesting cadence (6.25% per quarter on 2024 grant) and historical option exercises (150k in 2024) indicate ongoing, scheduled supply; monitor Form 4s near vest dates and around 2/15/2027 PSU vest for potential flow impact .
• Governance/related party: Family relationship on the Board and shared IAC arrangements warrant continued monitoring; hedging prohibited and pledging restricted by policy, with no Diller pledging disclosed as of record date .

S&P Global disclaimer: EBITDA values marked with “*” retrieved from S&P Global (GetFinancials).