Dara Khosrowshahi
Expedia GroupAbout Dara Khosrowshahi
Dara Khosrowshahi (age 55) has served on Expedia Group’s board since 2005. He is Chief Executive Officer of Uber Technologies, Inc. (since September 2017) and previously served as Expedia Group’s Chief Executive Officer and President (August 2005–August 2017). He holds a B.A. from Brown University. He is not currently assigned to any board committees at Expedia Group.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uber Technologies, Inc. | Chief Executive Officer | Sep 2017–present | CEO leadership; technology and marketplace expertise |
| Expedia Group | Chief Executive Officer and President | Aug 2005–Aug 2017 | Led online travel operations and strategy |
| IAC Travel | Chief Executive Officer | Jan 2005–Aug 2005 | Travel segment leadership |
| IAC | EVP & CFO; EVP Operations & Strategic Planning | Jan 2002–Jan 2005; Jul 2000–Jan 2002 | Finance and strategy |
| USA Networks Interactive | President | 1999–2000 | Digital/media operations |
| Allen & Company LLC | Vice President | 1995–1998 | Investment banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Uber Technologies, Inc. | Director | Sep 2017–present | Current public company directorship |
| Grab Holdings Limited | Director | Mar 2018–present | Current public company directorship |
| Aurora Innovation, Inc. | Director | Jan 2021–Dec 2024 | Prior public company directorship |
| The New York Times Company | Director | 2015–2017 | Prior public company directorship |
| TripAdvisor, Inc. | Director | 2011–2013 | Prior public company directorship |
| Him for Her | Board member | Since Aug 2023 | Non-profit governance |
Board Governance
- Committee assignments: None. He is not listed as a member of Audit, Compensation, Nominating, or Executive Committees.
- Independence status: Not identified as an independent director under Nasdaq Marketplace Rules; seven of the 11 current directors are independent and he is not among them.
- Attendance and engagement: In 2024, the Board met 4 times; each director attended at least 75% of the aggregate number of Board and applicable committee meetings and attended the 2024 annual meeting.
- Years of service on EXPE board: Director since 2005.
- Executive sessions: Independent directors meet regularly, typically after each Board meeting; there is no lead independent director.
Fixed Compensation (Non-Employee Director)
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Annual cash retainer | $45,000 | 2024 | Paid quarterly; Dara deferred 100% into share units under Director Deferred Compensation Plan. |
| Committee membership fees | $0 | 2024 | No committee assignments. |
| Committee chair fees | $0 | 2024 | No chair roles. |
| Meeting fees | — | 2024 | Not separately disclosed. |
| Total cash reported | $45,000 | 2024 | Included in “Fees Earned or Paid in Cash.” |
Performance Compensation (Equity and Deferrals)
| Item | Grant/Balance | Valuation | Vesting/Terms | Notes |
|---|---|---|---|---|
| Annual RSU grant | June 1 (annual schedule) | Target $250,000 | Vests in three equal installments starting first anniversary of grant date | Applies to all non-employee directors; change-in-control: RSUs vest automatically in full under the form RSU agreement for directors. |
| 2024 stock awards (grant-date fair value) | $249,985 | ASC 718 | Time-based vesting per above | Dara’s 2024 reported stock award value. |
| Outstanding RSUs at 12/31/2024 | 4,601 units | — | — | Dara’s RSU balance as of year-end 2024. |
| Deferred share units balance | 1,776.16 units | — | Paid in shares at termination | Dara elected to defer 100% of 2024 director fees toward share units. |
| Hedging/derivatives policy | Prohibited | — | — | Short sales, options/rights, hedging/monetizations prohibited for directors. |
No performance-based metrics (e.g., RGR, EBITDA, TSR) are disclosed for director compensation; equity is time-vested RSUs rather than performance-conditioned awards.
Other Directorships & Interlocks
| Company | Relationship to EXPE | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Uber Technologies, Inc. | External CEO and director | No related-person transactions involving Mr. Khosrowshahi are disclosed in EXPE’s 2025 proxy related-party section. |
| Grab Holdings Limited | External director | No EXPE-related transactions disclosed. |
| Aurora Innovation, Inc. | Prior director | No EXPE-related transactions disclosed. |
Expertise & Qualifications
- Skills matrix highlights: public company board experience, financial expertise, global business/international experience, innovation/technology/security, travel industry experience, senior executive leadership, brand/marketing.
- Board biography emphasizes deep online travel domain knowledge, high financial literacy, and M&A/strategic transactions expertise.
Equity Ownership
| Holder | Common Shares | % of Common | Class B Shares | % of Class B | Voting % (All Classes) |
|---|---|---|---|---|---|
| Dara Khosrowshahi | 172,668 | * | — | — | * |
| As-of date and shares outstanding: 122,041,402 common and 5,523,452 Class B shares as of April 4, 2025. Asterisks denote less than 1% ownership per proxy table conventions. |
- Director stock ownership guidelines: Covered directors must hold shares equal to ≥5x annual cash retainer ($45,000), i.e., $225,000; directors have 5 years to comply. As of April 4, 2025, each Covered Director exceeded $225,000 value except Mr. Wang; Dara meets/exceeds the guideline.
- Deferred Compensation Plan: Eligible directors may defer fees into share units or a cash fund; Dara elected to defer 100% of 2024 fees to share units.
Governance Assessment
- Independence and oversight: Not independent under Nasdaq rules and holds no committee roles at EXPE—a limitation on direct involvement in audit, compensation, and nominations oversight.
- Attendance and engagement: Met ≥75% attendance threshold and attended the annual meeting, satisfying baseline engagement expectations.
- Alignment via equity: Majority of 2024 director pay delivered in equity ($249,985 vs. $45,000 cash) with time-based RSUs and deferral into share units; plus compliance with stock ownership guideline—positive alignment signal.
- Related-party/conflicts: No related-person transactions involving Mr. Khosrowshahi disclosed; hedging/derivatives prohibited—reduces alignment concerns.
- Board structure context: Executive Chair (Barry Diller) and CEO (Ariane Gorin) leadership with no lead independent director; independent directors meet in executive session—governance oversight resides primarily in independent committees.
RED FLAGS
- Not an independent director and with no committee memberships, limiting formal oversight contributions relative to independent peers.
Signals supportive of investor confidence
- Long-tenured industry operator with extensive travel and technology expertise; strong equity alignment through RSUs and share-unit deferrals; meets stock ownership guideline.