Betsy L. Morgan
TripAdvisorAbout Betsy L. Morgan
Betsy L. Morgan (age 56) has served as an independent director of TripAdvisor, Inc. since 2019; she is co-founder of Magnet Companies and an associate professor at Columbia Business School and Columbia College, with an MBA from Harvard Business School and a BA in Political Science/Economics from Colby College . She is currently Chair of the Compensation Committee and Section 16 Committee, and serves on (and chairs) the Nominating and Corporate Governance Committee; the Board confirms her independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LionTree | Executive in Residence | Feb 2016 – Jul 2018 | Advisory role in tech/media banking |
| TheBlaze | Chief Executive Officer | Jan 2011 – Jul 2015 | Led early multi-platform DTC news/entertainment operations |
| The Huffington Post | Chief Executive Officer | Prior to TheBlaze | Scaled digital media/subscription content business |
| Riptide (Harvard Shorenstein Center project) | Contributor | n/a | Oral history of journalism/digital innovation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Magnet Companies | Co-founder | Current | Media and commerce platform |
| Columbia Business School/College | Associate Professor | Current | Academic appointment |
| Trusted Media Brands (private) | Director | Current | Board service (privately held) |
| Chartbeat (private) | Director | Current | Board service (privately held) |
| TheSkimm (private) | Director | Current | Board service (privately held) |
Board Governance
- Committee assignments: Chair, Compensation Committee; Chair, Section 16 Committee; Chair, Nominating & Corporate Governance Committee .
- Independence: The Board determined Morgan is an “independent director” under SEC/Nasdaq rules .
- Attendance: The Board met eight times in 2024 and all directors attended at least 75% of Board and committee meetings .
- Lead Independent Director and governance structure: Chair of the Board is separate from CEO; Philips serves as Lead Independent Director; five of eight directors are independent; no poison pill; independent chairs for Audit, Compensation/Section 16, and Nominating & Corporate Governance .
- Phase-in independence risk: Gregory B. Maffei (not independent due to prior LTRIP role) currently serves on Compensation Committee under Nasdaq phase-in following loss of controlled status—Morgan chairs amidst that transition (monitor for independence completion within required timelines) .
- Stock ownership guidelines: Directors must hold shares ≥3x annual cash retainer by Jan 31, 2028 or 5 years after service; as of Mar 31, 2025, all directors either met or are within permitted time .
- Hedging/pledging policy: Company prohibits hedging and pledging of TripAdvisor stock by directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $50,000 | Paid quarterly |
| Compensation Committees Membership Fee | $15,000 | Applies to Compensation and Section 16 Committees (including Chair) |
| Compensation Committees Chair Fee | $10,000 | Additional for Chair of Compensation Committees |
| Audit Committee Member Fee | $20,000 | Not applicable to Morgan (she’s not an Audit member) |
| RSU Award (Annual) | $249,990 | Vests in full on 1st anniversary; accelerates on change-in-control |
- 2024 cash fees earned by Morgan: $75,000 (retainer + comp committees member fee + chair fee) .
- 2024 director RSU holding per director at year-end: 13,616 RSUs .
- Non-Employee Director Deferred Compensation Plan available (deferrals into share units or cash fund at prime rate) .
Performance Compensation
| Item | Status | Metrics/Terms |
|---|---|---|
| Annual Bonus (Director) | Not disclosed/applicable | n/a |
| Performance Equity (Director) | Not used | Annual director RSUs are service-vesting only |
| Options | Not disclosed/applicable | RSUs are standard director equity; no option program disclosed for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards | None disclosed beyond TripAdvisor |
| Private Boards | Trusted Media Brands; Chartbeat; TheSkimm |
| Compensation Committee Interlocks | None—company discloses no interlocks or insider participation involving Morgan |
Expertise & Qualifications
- Extensive leadership in digital media, subscription, and original content businesses; strong financial/investment and board experience (benefits TripAdvisor’s strategy execution) .
- Governance acumen as multi-committee chair (Compensation, Section 16, Nominating & Corporate Governance), with oversight of executive pay, Section 16 approvals, board composition/performance, and governance policy .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Shares) | 62,871 | Less than 1% of common shares; includes 13,616 RSUs vesting within 60 days of Apr 29, 2025 |
| Shares Outstanding Basis | 118,090,851 | As of Apr 29, 2025 |
| Vested vs. Unvested | Not fully broken out; RSUs vesting within 60 days identified | 13,616 RSUs vest within 60 days |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging/pledging by directors |
| Ownership Guidelines | 3x annual cash retainer | Compliance expected by Jan 31, 2028 or within 5 years; all directors met or within time as of Mar 31, 2025 |
Insider Trades
| Date Filed | Transaction Date | Form | Detail | Source |
|---|---|---|---|---|
| Jun 20, 2025 | Jun 18, 2025 | Form 4 | Reported grant of RSUs to non-employee director; media summary indicates 19,171 RSUs, increasing stake to 95,658 shares (routine annual grant) | |
| Jun 13, 2024 | Jun 11–13, 2024 | Form 4 | Morgan Form 4 filing available on IR site (details of RSU/holdings change) | |
| Index Reference | Various | — | MarketBeat SEC filings index lists Morgan’s Form 4 on 06/20/2025 |
Note: For exact share counts and vest terms, refer directly to the SEC Form 4 filings linked above.
Governance Assessment
- Strengths: Independent director with deep digital/media and subscription experience; chairs key committees (Compensation, Section 16, Nominating & Corporate Governance) indicating strong board trust and high engagement; all directors met attendance thresholds; robust policies on clawbacks, hedging/pledging, and director ownership guidelines support alignment .
- Pay-for-performance oversight: 2024 say-on-pay passed with ~98% approval, indicating investor support for compensation frameworks overseen by Morgan’s committees; compensation uses revenue and adjusted EBITDA metrics for executives and PSUs, while director pay emphasizes equity ownership via RSUs to align interests .
- Potential risks/red flags: Temporary presence of a non-independent member (Maffei) on Compensation Committee under Nasdaq phase-in reduces committee independence until full compliance; monitor post-merger board reconstitution and committee independence transitions .
- Related-party exposure: No related-party transactions disclosed involving Morgan; company’s prior controlled-company structure (LTRIP) ended April 29, 2025; governance agreements/voting agreements associated with merger involved other directors (Maffei, O’Hara/Certares), not Morgan .
Director Compensation Detail (Morgan)
| Metric | 2024 Amount | Vesting/Structure |
|---|---|---|
| Fees Earned in Cash | $75,000 | $50,000 annual retainer + $15,000 Compensation Committees membership + $10,000 Compensation Committees chair |
| Stock Awards (RSUs) | $249,990 | Vests in full one year after grant; accelerates upon change-in-control |
| Total | $324,990 | Cash + RSUs |
Committee Leadership & Activity
| Committee | Role | Independence | 2024 Activity |
|---|---|---|---|
| Compensation | Chair | Majority independent; one non-independent member (Maffei) under allowed phase-in | Met 6 times; 2 written consents |
| Section 16 | Chair | All independent members | Met 6 times; 2 written consents |
| Nominating & Corporate Governance | Chair | All independent members | Established Apr 29, 2025 (new charter) |
Signals for Investors
- Alignment: Heavy equity component in director compensation ($250k RSUs) and ownership guidelines foster skin-in-the-game; hedging/pledging bans further alignment .
- Engagement: Multi-committee leadership and consistent meeting cadence indicate high engagement; no attendance issues flagged .
- Oversight quality: Compensation framework for executives uses balanced metrics (Revenue/Adjusted EBITDA) and PSUs; clawback policy effective Nov 1, 2023; say-on-pay strong support .
- Watch items: Complete independence of Compensation Committee post-loss of controlled status per Nasdaq phase-in; monitor any changes at first post-AGM committee designation .
Overall: No Morgan-specific conflicts or related-party concerns disclosed; committee leadership and independence status support investor confidence, with a short-term watch on Compensation Committee full independence under Nasdaq timelines .