Albert E. Rosenthaler
TripAdvisorAbout Albert E. Rosenthaler
Albert E. Rosenthaler (age 65) has served on Tripadvisor’s board since 2016. He is currently Senior Advisor to Liberty Media Corporation (LMC) and previously served as Chief Corporate Development Officer across several Liberty-related entities (LMC, QVC, Liberty TripAdvisor Holdings (LTRIP), Liberty Broadband, GCI Liberty, Liberty Expedia, LMAC, Atlanta Braves Holdings). He holds a BA from Olivet College and a Master of Accounting Science from the University of Illinois. Rosenthaler is not listed among directors identified as “independent” in the 2025 proxy, and he held no committee assignments in 2024–2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Media Corporation (LMC) | Senior Advisor | Jan 2024–present | Corporate development, tax structuring perspective to boards |
| LMC / QVC / LTRIP / Liberty Broadband | Chief Corporate Development Officer | Oct 2016–Dec 2023 | M&A, tax management, financial structuring |
| GCI Liberty, Inc. | Chief Corporate Development Officer | Mar 2018–Dec 2020 | Corporate development |
| Liberty Expedia | Chief Corporate Development Officer | Oct 2016–Jul 2019 | Corporate development |
| Liberty Media Acquisition Corp. (LMAC) | Chief Corporate Development Officer | Nov 2020–Dec 2022 | Corporate development |
| Atlanta Braves Holdings, Inc. | Chief Corporate Development Officer | Dec 2022–Dec 2023 | Corporate development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty TripAdvisor Holdings (LTRIP) | Director | 2014–Apr 29, 2025 | Board of company that controlled TRIP until merger completion |
Board Governance
- Committee assignments: None (Rosenthaler not serving on Audit, Compensation, Section 16, Nominating & Governance, or Executive committees) .
- Independence: Not identified among directors previously determined “independent”; Board planned post-Annual Meeting independence review and committee designations as company transitions from “controlled company” status .
- Attendance: Board met eight times (plus three written consents) in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Leadership: Chair of the Board is Gregory B. Maffei; Jeremy G. Philips serves as Lead Independent Director with authority over agendas, independent director sessions, and liaison duties .
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging of company stock by directors and employees .
- Ownership guidelines: Directors are expected to hold ≥3x annual cash retainer; as of March 31, 2025, all directors met or were within permitted time to attain required ownership .
2025 Annual Meeting Vote Outcome (Election of Directors)
| Nominee | FOR | WITHHELD | Broker Non-Votes |
|---|---|---|---|
| Albert E. Rosenthaler | 79,944,442 | 4,139,245 | 12,538,089 |
Fixed Compensation
- Standard director pay: Annual cash retainer $50,000; RSU grant valued at $250,000 upon election; committee retainers: $20,000 (Audit members), $15,000 (Compensation & Section 16 members) and additional $10,000 for Audit Chair and Compensation Chair .
- 2024 compensation (actual): Rosenthaler received $50,000 in cash fees and $249,990 in director RSUs (total $299,990). As of Dec 31, 2024, each non-employee director held 13,616 RSUs; director RSUs vest in full on the first anniversary of grant (accelerate on Change in Control) .
| Component (USD) | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $50,000 |
| Stock Awards (RSUs, grant-date fair value) | $249,990 |
| Total | $299,990 |
Performance Compensation
- No performance-based metrics apply to non-employee director compensation; annual equity grants are time-vested RSUs with 1-year vest for directors .
Other Directorships & Interlocks
- Rosenthaler’s long association with Liberty entities and directorship at LTRIP (former controlling shareholder of Tripadvisor) signal historical interlocks; TRIP is no longer a “controlled company” post-April 29, 2025 merger and retirement of LTRIP shares .
Expertise & Qualifications
- Deep executive and financial experience with emphasis on tax management, M&A, and financial structuring; provides board perspective on capital allocation and tax law application to strategy .
Equity Ownership
| Measure | As of Apr 29, 2025 (Proxy) | Note |
|---|---|---|
| Beneficial ownership (common shares) | 79,061 | Includes RSUs vesting within 60 days where applicable; percentage of class below 1% |
| RSUs held (directors, each) | 13,616 (Dec 31, 2024) | Director annual RSU grant standard |
| Ownership guideline | ≥3x annual cash retainer | All directors met or within time permitted |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-06-20 | 2025-06-18 | Award (RSUs) | 19,171 | $0.00 | 111,848 | https://www.sec.gov/Archives/edgar/data/1526520/000112760225017869/0001127602-25-017869-index.htm |
| 2024-06-13 | 2024-06-11 | Award (RSUs) | 13,616 | $0.00 | 79,061 | https://www.sec.gov/Archives/edgar/data/1526520/000112760224018629/0001127602-24-018629-index.htm |
Governance Assessment
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Strengths:
- Attendance and engagement: Met the ≥75% attendance threshold in 2024; board emphasizes enterprise risk oversight and cybersecurity .
- Ownership alignment: Stock ownership guidelines and prohibition on hedging/pledging support alignment with shareholders .
- Simplified governance structure: Termination of Liberty control/agreements reduces historical control risks and enhances minority shareholder rights .
-
Concerns and RED FLAGS:
- Historical conflicts/interlocks: Longstanding roles across Liberty entities and directorship at LTRIP (former controlling shareholder) present perceived independence challenges; Rosenthaler is not listed among independent directors in the proxy .
- Committee influence: No committee assignments limit formal oversight contributions (e.g., audit or compensation risk oversight) .
- Board composition transition: Company is in phase-in for full Nasdaq independence requirements post-loss of controlled company status; monitoring committee composition and independence changes is prudent .
Related Party & Shareholder Signals
- Related-party context: Liberty spin-off and later merger retired LTRIP shares and ended Governance Agreement; voting agreements around the merger involved other directors (Maffei, Certares) but not Rosenthaler specifically; still, Liberty affiliations warrant continued scrutiny for potential influence .
- Shareholder support: At the June 18, 2025 Annual Meeting, Rosenthaler received 79,944,442 FOR votes vs 4,139,245 WITHHELD (broker non-votes 12,538,089), indicating approval but lower support than some peers; track future withhold trends for governance sentiment .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval was approximately 98% of votes cast, signaling strong support for overall executive compensation practices (contextual governance signal) .