Robert Dzielak

About Robert Dzielak

Expedia Group’s Chief Legal Officer and Secretary since March 2018 (previously EVP, General Counsel & Secretary since April 2012); age 54; joined Expedia in April 2006 after serving as a partner at Preston, Gates & Ellis (now K&L Gates). He holds a J.D. from The John Marshall Law School and oversees global legal matters; he also serves on the Supervisory Board of trivago N.V. . Company performance context: stock price rose 73% in 2023 (outperforming Nasdaq 100 and S&P 500), with record Adjusted EBITDA, significant margin expansion, net income of $797M vs $352M in 2022, and $2B of buybacks reducing share count by 11% .

Past Roles

External Roles

Fixed Compensation

Multi-year compensation (Summary Compensation Table):

• Annual base salary in effect as of April 1, 2024: $950,000 . The SCT does not report a separate cash bonus for Mr. Dzielak in 2022–2024 (columns shown are Salary, Stock Awards, All Other Compensation, Total) .

Performance Compensation

2024 long-term incentives and performance structure:

Prior-cycle PSU outcomes impacting 2024:

Most important measures linking 2024 compensation actually paid to performance (company-level disclosure): Stock Price Performance; Adjusted EBITDA; Operational Efficiency .

Equity Ownership & Alignment

• Beneficial ownership: 82,380 common shares (<1% of class) .
• Stock ownership guidelines: Designated Executives must hold the lesser of 3x base salary or 40,000 shares; Mr. Dzielak’s current stock target is 21,497 shares and he is in compliance as of April 4, 2025 .
• 2024 options and RSUs activity (liquidity events):
  • Options exercised: 45,891 shares; value realized $1,165,907 .
  • RSUs vested: 25,169 shares; value realized $3,532,839 .

Outstanding unvested awards (as of 12/31/2024):

Note: The award codes (A/B/C/E/G) denote different award terms; see footnotes for vesting/performance frameworks .

Employment Terms

• Employment status: As of 12/31/2024, party to an employment agreement with severance protections .
• Qualifying Termination (without Cause or for Good Reason):
  • Salary continuation for 12 months (Company may extend to 18 months at its discretion for Mr. Dzielak—the “Dzielak Continuation Period”) .
  • Lump-sum COBRA equivalent for the Dzielak Continuation Period .
  • Equity acceleration: time-based equity scheduled to vest in the 12 months post-termination will accelerate (awards vesting less than annually treated as annual); PSUs/other performance awards only accelerate if and when performance conditions are satisfied; options exercisable at least 18 months post-termination or until expiry, if earlier .
  • Non-compete and non-solicit: applies through the Dzielak Continuation Period .
  • Offsets: cash severance offset by earnings from other employment during the applicable period .
  • Definitions of “Cause” and “Good Reason” summarized in proxy .
• Death/Disability: full acceleration of unvested equity; PSUs vest at target if during performance period, or actual if after performance period .
• Change-in-Control: accelerated vesting if awards are not assumed, or if assumed and terminated within two years post-CIC (double-trigger) per 2005 Plan; see estimates below .

Estimated potential payments (as of 12/31/2024):

Compensation Structure Analysis

• Equity-heavy pay mix with no separately reported cash bonus for 2022–2024; 2024 total comp driven by sizable PSU/RSU grants and a special retention RSU, indicating retention focus for a long-tenured legal leader .
• 2024 PSU design shifts metrics away from stock-price CAGR to fundamental CAGRs (Revenue and Adjusted EBITDA), equally weighted, with 0–200% payout, aligning with multi-year operating performance rather than pure TSR volatility .
• Discretionary modification and threshold payout of the underperforming 2021 PSU cycle (50% payout) creates a governance watchpoint (pay despite missed threshold), though rationale cited retention and transformation achievements .
• Vesting cadence (quarterly RSUs and March 15 special RSU tranches) and ongoing PSU cycles create recurring liquidity events and potential Form 4 activity windows .

Performance & Track Record

• Company context during his senior legal tenure: 2023 stock +73%, record Adjusted EBITDA, margin expansion, net income $797M (vs $352M in 2022), and $2B repurchases (11% share reduction) .
• Strategic initiatives highlighted: platform operating model, One Key loyalty unification, and expanded AI/ML integration into operations .

Equity Ownership & Trading Signals

Governance, Severance & Restrictions

• Non-compete and non-solicit obligations through the Dzielak Continuation Period following termination; cash severance offset by other employment income .
• CIC protections include double-trigger acceleration (if assumed) and full acceleration if not assumed, consistent with market norms for senior officers .
• Death/disability acceleration at target or actual, per award terms .

Investment Implications

• Alignment: Equity-centric pay with strict ownership guidelines and compliance suggests skin-in-the-game; 2024 PSU metrics tied to revenue and Adjusted EBITDA CAGRs should align realized pay with multi-year fundamentals rather than near-term stock moves .
• Retention risk: 2024 special RSU grant and moderate severance (12–18 months salary, limited cash) indicate intent to retain a key legal operator through multi-year transformation; non-compete tied to severance period further stabilizes transition risk .
• Governance watchpoints: Discretionary 50% payout for 2021 PSUs despite sub-threshold performance is a red flag for pay-for-performance purists, though limited in scope and justified by retention/transformation goals .
• Trading signals: Expect periodic Form 4s around quarterly RSU vests (15 remaining installments from 2024 grant) and on March 15 for special RSUs; 2027 PSU cliff is sensitive to 2024–2026 Revenue and Adjusted EBITDA trajectories—estimate revisions on these metrics could pre-position PSU outcome expectations .