Craig Jacobson
Expedia GroupAbout Craig Jacobson
Independent director since 2007 (age 72), Jacobson is a founding partner of the entertainment law firm Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, Kaller, Gellman, Meigs & Fox, L.L.P. (since 1987), and brings extensive legal, corporate governance, and board experience. He serves as Chair of the Nominating Committee and sits on the Audit and Compensation Committees; education includes a B.A. from Brown University and J.D. from George Washington University Law School . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, Kaller, Gellman, Meigs & Fox, L.L.P. | Founding Partner | 1987–present | Entertainment law; corporate governance advisory |
| Ticketmaster | Director | Aug 2008–Jan 2010 | Board oversight at ticketing leader |
| New Form Digital | Co‑founder | Not disclosed | Media venture creation |
| Whisper Advisors | Co‑founder | Not disclosed | Advisory/entrepreneurial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oaktree Specialty Lending Corporation | Director | Oct 2017–present | Public company board service |
| Charter Communications, Inc. | Director | 2010–Apr 2024 | Large-cap cable/communications company |
Board Governance
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Board committees | Audit (member); Compensation (member); Nominating (Chair) |
| Committee activity (2024) | Audit met 8 times; Compensation met 6 times and acted by unanimous written consent 5 times; Nominating met once |
| Board meetings/attendance (2024) | Board met 4 times; each director attended ≥75% of aggregate Board/committee meetings; directors present at 2024 annual meeting |
| Lead independent director | None; independent directors meet in regular sessions |
Fixed Compensation
| Component (Non‑employee director) | Policy/Rate | 2024 Actual (Jacobson) |
|---|---|---|
| Annual cash retainer | $45,000 | $97,500 total cash paid in 2024 |
| Committee membership fee – Audit | $20,000 (incl. Chair) | Member |
| Committee membership fee – Compensation | $15,000 (incl. Chair) | Member |
| Committee membership fee – Nominating | $17,500 (incl. Chair) | Chair |
| Chair supplemental fee | $15,000 for Audit & Compensation Chairs (none for Nominating) | Not applicable to Jacobson for Audit/Comp |
Notes: Jacobson’s role set (Audit member, Compensation member, Nominating Chair) aligns with the standard fee schedule and matches his 2024 cash fees of $97,500 .
Performance Compensation
| Component | Detail |
|---|---|
| 2024 Stock awards (RSUs) | $249,985 grant date fair value |
| Annual director RSU policy | RSUs valued at $250,000, granted on June 1; vest in three equal installments beginning on first anniversary of grant; automatic full vest on change in control per director RSU agreement |
| Outstanding RSUs at 12/31/2024 | 4,601 RSUs (Jacobson) |
No performance metrics apply to director equity; vesting is time‑based, not tied to revenue/EBITDA/TSR .
Other Directorships & Interlocks
- Current public boards: Oaktree Specialty Lending Corporation .
- Prior public boards: Charter Communications, Inc. (through April 2024) ; Ticketmaster (2008–2010) .
- Compensation Committee interlocks: None; committee members (including Jacobson) were not officers of Expedia Group nor executives of entities where Expedia executives served on compensation committees in 2024 .
Expertise & Qualifications
- Legal and corporate governance expertise; significant financial knowledge from advising media companies; experienced public company director .
- Public company board experience (matrix) and governance qualifications highlighted by the Board .
Equity Ownership
| Measure (as of April 4, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (common) | 36,858 shares |
| Direct common shares | 34,605 |
| RSUs vesting within 60 days | 2,253 |
| Ownership % of common | <1% (denoted “*” in proxy) |
| Director stock ownership guideline | 5× annual cash retainer ($225,000) target; Covered Directors (including Jacobson) above threshold; Mr. Wang exception noted |
| Hedging/short sales policy | Prohibited for directors; no options/rights on Expedia securities; pledging requires pre‑approval |
Governance Assessment
- Committee leadership and breadth: Jacobson chairs Nominating and serves on Audit and Compensation, positioning him centrally in director selection, financial oversight, and pay decisions—committees composed solely of independent directors .
- Independence and attendance: Board determined he is independent; in 2024 each director met ≥75% attendance across Board/committees; Board met four times; directors attended the 2024 annual meeting .
- Compensation structure and alignment: Director pay emphasizes equity (approx. $250k RSUs) with modest cash retainers and committee fees; RSUs vest over 3 years, and directors are subject to stock ownership guidelines (≥$225k value), which Covered Directors met—supporting alignment .
- Pay oversight signals: As a Compensation Committee member, Jacobson participated during a year when the committee exercised discretion to pay 50% threshold on 2021 PSUs to a limited group despite below‑threshold performance—an item investors may monitor for precedent and rationale .
- Risk and conflicts: No delinquent Section 16 filings; no related‑party transactions involving Jacobson disclosed in available sections; hedging prohibited and pledging requires pre‑approval, mitigating alignment risks .
- Board leadership context (RED FLAG to monitor): The Board has no Lead Independent Director, though independent sessions occur regularly; investors may watch how independent oversight is exercised in practice .