Scott Schenkel
Expedia GroupAbout Scott Schenkel
Scott Schenkel is Chief Financial Officer of Expedia Group, appointed effective February 7, 2025 (employment commenced December 30, 2024), age 57, with a B.S. in Finance from Virginia Tech. He brings >30 years of financial leadership across e‑commerce and technology, including Interim CEO (2019–2020) and CFO (2015–2019) at eBay, following ~17 years in finance roles at General Electric; he also serves on the boards of NetApp (since 2017) and Pinterest (since 2023) . Expedia’s compensation framework that will govern his performance pay emphasizes multi‑year operational metrics; the 2024 PSU program uses equal‑weighted revenue CAGR and Adjusted EBITDA CAGR over three years with 0–200% payout and February 15, 2027 cliff vesting for 2024 grants . Context: Expedia’s 2023 stock rose 73% (vs. Nasdaq 100 +55%, S&P 500 +24%), with record Adjusted EBITDA and 11% lodging gross bookings growth; these results informed the Compensation Committee’s emphasis on long‑term, performance‑based equity .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| eBay Inc. | Interim Chief Executive Officer | Sep 2019–Apr 2020 | Led transition period; prior finance leadership informs operational focus . |
| eBay Inc. | Senior VP & Chief Financial Officer | 2015–2019 | Enterprise CFO; oversight of FP&A, audit, M&A, integration, process improvement . |
| eBay Marketplace | SVP & Chief Financial Officer | ~2009–2015 (six years) | Business unit CFO; marketplace P&L and analytics leadership . |
| eBay Inc. | VP, Global FP&A | 2007–2009 | Enterprise FP&A leadership . |
| General Electric | Various financial leadership roles | ~1990–2007 (nearly 17 years) | Progressive finance roles across GE businesses . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NetApp, Inc. | Director | Since Sep 2017 | Public company board . |
| Pinterest, Inc. | Director | Since Sep 2023 | Public company board . |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base salary | $1,000,000 annualized, subject to annual review . | |
| Signing bonus | $5,200,000 total: $3,000,000 at start; $2,200,000 on Dec 15, 2025, contingent on continued employment; proportionate clawback if voluntary departure or termination for cause before one year (first tranche) or within 12 months after second tranche . | |
| Location/relocation | Principal work location: Seattle HQ; relocation assistance incl. up to 12 months of company‑funded temporary housing . | |
| Benefits | Eligible for company retirement/welfare plans, expense reimbursement, and standard vacation per executive policies . |
Performance Compensation
Equity Structure and Metrics
| Element | Target/Grant | Metrics and Weighting | Vesting | Source |
|---|---|---|---|---|
| New‑hire RSU | 87,163 RSUs | Time‑based | 35% on first anniversary of the 15th day of month of hire (Dec 15, 2025); 8.75% on Mar/Jun/Sep/Dec 15, 2026; 7.5% on Mar/Jun/Sep/Dec 15, 2027, subject to continued employment . | |
| Ongoing annual equity target (from 2025) | $10,000,000 | Form consistent with senior executives: 50% PSUs, 50% RSUs . | Company annual cycle; PSU/RSU terms per program . | |
| PSU program design (company‑wide, effective 2024 awards) | N/A | Equal‑weighted 50% revenue CAGR and 50% Adjusted EBITDA CAGR over 3 years; payout 0–200% (threshold 50%, target 100%, max 200%); Compensation Committee may adjust for material events . | Cliff vests Feb 15 following the 3‑year performance period (e.g., Feb 15, 2027 for 2024–2026 cycle), subject to employment through vest date . |
Near‑Term Vesting/Selling Pressure Indicators
| Item | Detail | Source |
|---|---|---|
| RSUs vesting within ~60 days of Apr 4, 2025 | 2,359 RSUs scheduled to vest within 60 days of April 4, 2025 (notes indicate current CFO; not a 2024 NEO) . | |
| First major new‑hire RSU cliff | 35% of the 87,163‑unit grant vests Dec 15, 2025 (date tied to hire month), subject to continued employment . |
Equity Ownership & Alignment
| Category | Detail | Source |
|---|---|---|
| Beneficial ownership (as of Apr 4, 2025 record date) | 2,359 RSUs that will vest within 60 days of April 4, 2025; percentage of class “*” (less than 1%) . | |
| Awards on file (Section 16) | Form 3 filed Feb 14, 2025 shows 87,163 RSUs, first vesting Dec 15, 2025; no options disclosed . | |
| Options | None disclosed for Schenkel; Form 3 lists RSUs only . | |
| Hedging policy | Short sales and hedging/derivative transactions in company securities prohibited for employees and directors . | |
| Pledging policy | Pledging requires pre‑approval by Legal; not outright prohibited . | |
| Stock ownership guidelines | Designated Executives: lesser of 3x base salary or 40,000 shares; CEO: lesser of 6x salary or 100,000 shares; options do not count (post‑Sep 2023 amendment). Holdback: if below target, must retain 25% of net shares from vestings/exercises until compliant . | |
| Clawback policy | Board‑adopted policy (since 2018) allows recovery of excess incentive comp after material restatement or misconduct causing significant harm; equity agreements also allow recovery of equity realized within two years prior to termination for cause . |
Employment Terms
| Term | Key provisions | Source |
|---|---|---|
| Start/CFO effective dates | Employment start Dec 30, 2024; CFO effective the day after 2024 10‑K filing (expected Feb 7, 2025; actual appointment effective Feb 7, 2025) . | |
| Employment status | At‑will . | |
| Severance (Qualifying Termination: without cause or for Good Reason) | 12 months base salary paid in installments, offset by other employment income earned during severance period; lump‑sum COBRA premium equivalent for 12 months; equity acceleration for portions that would have vested within 12 months (with pro‑rata/annual treatment and performance awards vest only if performance met); pro‑rated unpaid signing bonus consistent with severance period; subject to release and compliance with covenants . | |
| Good Reason (summary) | Material breach by company; material reduction in title/duties/reporting; material base salary reduction; material HQ relocation (>50 miles), with notice/cure/resign timing requirements . | |
| Non‑compete | 12 months post‑termination (Restricted Period), except not enforceable in California; global restricted territory; investment carve‑outs apply . | |
| Non‑solicit | 12 months non‑solicit of employees and business partners . | |
| Assignment/CoC | Agreement binds successors in interest; no specific change‑of‑control cash severance multiple disclosed beyond plan/award terms . | |
| Relocation | Up to 12 months company‑funded temporary housing; relocation per executive policies . |
Fixed Compensation
| Item | 2025 terms for CFO | Source |
|---|---|---|
| Base salary | $1,000,000 | |
| Signing bonus | $5.2 million total ($3.0M at start; $2.2M at first anniversary), with proportional clawback upon early voluntary departure/termination for cause; severance can include pro‑rata unpaid portion . |
Performance Compensation
| Metric | Weighting | Target disclosure | Payout scale | Vesting | Source |
|---|---|---|---|---|---|
| Revenue CAGR (GAAP) | 50% of PSU | Specific performance levels not disclosed (competitive sensitivity); targets characterized as aggressive . | 0% min; 50% threshold; 100% target; 200% max; linear interpolation . | PSU “cliff” on Feb 15 following 3‑year period, e.g., 2024–2026 cycle vests Feb 15, 2027, subject to service . | |
| Adjusted EBITDA CAGR | 50% of PSU | Specific performance levels not disclosed (competitive sensitivity); targets characterized as aggressive . | 0% min; 50% threshold; 100% target; 200% max; linear interpolation . | Same as above . | |
| RSUs | N/A | Time‑based | N/A | 35% at Dec 15, 2025; quarterly in 2026/2027 per schedule noted above . |
Note: EXPE currently emphasizes long‑term equity over annual cash bonuses; the Compensation Committee reaffirmed no short‑term incentive plan in 2024 while continuing to evaluate annually , and highlighted strong 2024 Say‑on‑Pay support (96.1%) for its program design .
Investment Implications
- Alignment: Heavy equity mix with equal‑weighted revenue/Adj. EBITDA PSU metrics and multi‑year cliff vesting indicate pay is tied to operational outcomes; RSU/PSU 50/50 annual mix (target $10M) mirrors peers for CFO direct reports .
- Retention vs. mobility: Cash severance is salary‑only for 12 months and offset by outside earnings, reducing downside protection and potentially increasing mobility; however, equity acceleration of would‑have‑vested 12‑month tranche and a sizable new‑hire RSU with a 35% cliff (Dec 15, 2025) provide retention hooks .
- Near‑term supply: 2,359 RSUs vest within ~60 days of April 4, 2025 (minor), followed by a larger 35% RSU cliff in December 2025; while tax withholding often reduces net shares delivered, these dates mark potential incremental insider supply windows .
- Governance safeguards: Robust clawback, strict hedging prohibitions, and stock ownership guidelines (3x salary or 40,000 shares for Designated Executives; options excluded from compliance) support alignment; pledging allowed only with pre‑approval .
- Program credibility: Committee moved PSU metrics from stock‑price CAGR to fundamental revenue/Adj. EBITDA CAGR in 2024; despite missing 2021 PSU thresholds, it applied a limited, retention‑driven discretionary payout to select executives (not Schenkel), suggesting balanced use of discretion during leadership transition .
- Shareholder sentiment: 2024 Say‑on‑Pay approval of 96.1% indicates strong investor support for compensation philosophy and recent redesigns, reducing governance overhang risk .