Gregory B. Maffei
TripAdvisorAbout Gregory B. Maffei
Gregory B. Maffei (age 64) has served on Tripadvisor’s Board since 2013 and is the current Chair of the Board; he sits on the Compensation Committee and chairs the Executive Committee. He was formerly President and CEO of Liberty Media (and affiliates) and holds an MBA from Harvard Business School (Baker Scholar) and an AB from Dartmouth College, bringing deep financial and operating expertise from senior roles at Oracle, Microsoft, and 360networks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Media Corporation (LMC) | Director; President & CEO | May 2007–Dec 2024 | Led large-cap media conglomerate; capital allocation and risk management |
| Liberty TripAdvisor Holdings (LTRIP) | Director; Chairman | Jul 2013–Apr 29, 2025 | Controlled shareholder of TRIP until merger; governance/control dynamics |
| Liberty Broadband Corporation (LBC) | Director | Jun 2014–Dec 2024 | Broadband strategic oversight |
| Atlanta Braves Holdings, Inc. | Director; Chairman | Dec 2022–Aug 2024 (Chair: Jul 2023–Aug 2024) | Sports/media asset governance |
| Liberty Media Acquisition Corp. (LMAC) | Director; Chairman | Nov 2020–Dec 2022 (Chair: Apr 2021–Dec 2022) | SPAC strategy |
| GCI Liberty, Inc. | Director | Mar 2018–Dec 2020 | Cable/telecom governance |
| QVC Group / Qurate | Chairman; Director; President & CEO | Chairman since Mar 2018; Director since Nov 2005; CEO Feb 2006–Mar 2018 | Global commerce operations and digital transformation |
| Oracle Corporation | President & CFO | Prior role | Enterprise software finance/ops leadership |
| 360networks Corporation | Chairman; President & CEO | Prior role | Telecom operations and restructuring |
| Microsoft Corporation | CFO | Prior role | Large-cap tech finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sirius XM Holdings Inc. | Director | Since Mar 2009 | Subscription media/audio platform |
| Live Nation Entertainment, Inc. | Director | Since Feb 2011 | Live events/ticketing |
| Charter Communications, Inc. | Director | Since May 2013 | Cable/broadband |
| Zillow Group, Inc. | Director | Since Feb 2015 | Online real estate marketplace |
Board Governance
- Roles: Chair of the Board; Executive Committee Chair; Compensation Committee member .
- Independence: Not independent under Nasdaq due to his former relationship as CEO/Chair of LTRIP; serves on Compensation Committee under phase‑in after TRIP’s loss of controlled company status on April 29, 2025 .
- Attendance: The Board met 8 times (plus 3 written consents) in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Board leadership: Lead Independent Director (Jeremy Philips) appointed upon merger close; independent chairs on Audit, Compensation/Section 16, and Nominating & Corporate Governance committees .
- Stock ownership/insider policy: Directors subject to ownership guidelines (3× annual cash retainer) with compliance window to Jan 31, 2028 or five years from start; policy prohibits hedging and pledging of company stock by directors .
Fixed Compensation
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Tripadvisor’s director pay program:
- Annual cash retainer: $50,000
- RSU award at election: $250,000 grant-date value (vests in full at first anniversary; accelerates at Change in Control)
- Committee cash retainers: Audit member $20,000; Compensation/Section 16 member $15,000; incremental $10,000 for Audit and Compensation Chairs
- Travel/accommodation reimbursed; director deferred compensation plan available .
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Gregory B. Maffei 2024 Non‑Employee Director Compensation: | Component | 2024 Amount | |---|---| | Fees Earned or Paid in Cash ($) | $65,000 | | Stock Awards ($) (RSUs) | $249,990 | | Total ($) | $314,990 |
Notes: The $65,000 cash implies base retainer ($50,000) plus Compensation Committee membership fee ($15,000) .
Performance Compensation
- Non‑employee directors do not receive performance‑based pay; RSUs vest time‑based (no performance metrics for director awards) .
- Company incentive metrics (context for pay‑for‑performance program used for executives): | Financial Performance Metric | Threshold (50% payout) | Target (100% payout) | Max (200% payout) | FY2024 Actual | Resulting Payout % | |---|---:|---:|---:|---:|---:| | Revenue ($000s) | 1,681,367 | 1,868,185 | 2,055,004 | 1,834,561 | 99.2% | | Adjusted EBITDA ($000s) | 331,055 | 389,476 | 455,687 | 384,642 | 99.6% |
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Conflict Consideration |
|---|---|---|
| Former controlling shareholder (LTRIP) | Maffei was CEO/Chair of LTRIP; TRIP ceased to be controlled company upon April 29, 2025 merger; Governance Agreement terminated . | Historic control influence; independence phase‑in; potential perception risk mitigated by merger completion and governance reset . |
| Maffei Voting Agreement | Maffei agreed to vote LTRIP shares in favor of TRIP–LTRIP merger terms; agreement terminated post‑close . | Related‑party alignment disclosed and concluded; transparency reduces conflict risk . |
| Certares Voting Agreement (peer director O’Hara) | Certares (affiliated with Director O’Hara) supported LTRIP charter amendment to enable merger; terminated post‑close . | Board‑level ties to transaction disclosed; monitor ongoing independence posture . |
| External boards (Sirius XM, Live Nation, Charter, Zillow) | Active directorships across media/telecom/RE tech . | No direct competitive overlap with TRIP; time‑commitment and cross‑industry governance exposure beneficial but monitor for overboarding perceptions . |
Expertise & Qualifications
- Financial and operational leadership across large‑cap media/tech; CFO/CEO experience at Microsoft, Oracle, Liberty Media/QVC; deep risk management and capital allocation expertise .
- Governance credentials include multiple public boards and chairmanships; strategic transaction experience (SPACs, mergers) .
- Education: MBA (Harvard, Baker Scholar) and AB (Dartmouth) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 135,907 shares; includes 1,938 shares held by the Maffei Foundation (shared voting/investment power) and 13,616 RSUs vesting within 60 days of April 29, 2025 . |
| Ownership % of Outstanding | Below 1% (“*” denotes does not exceed 1% of class) . |
| Vested vs. Unvested | Includes RSUs scheduled within 60 days; remaining director RSUs typically vest over one year from grant . |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors . |
| Ownership Guidelines | Directors required to hold ≥3× annual cash retainer; all directors either met thresholds or are within permitted time to attain as of Mar 31, 2025 . |
Governance Assessment
- Strengths:
- Chair/CEO split with appointed Lead Independent Director; independent committee chairs; regular independent director sessions; directors met minimum attendance .
- Stock ownership guidelines and strict insider policy (hedging/pledging prohibited); robust clawback policy (company‑wide for incentive‑based comp) .
- Post‑merger simplification of capital structure and cessation of controlled status; governance agreement terminated .
- Risks/RED FLAGS:
- Independence: Maffei is not independent due to former LTRIP leadership; serves on Compensation Committee under Nasdaq phase‑in—monitor full compliance timelines and independence transition .
- Related‑party history: Voting agreement with LTRIP (now terminated); perception of prior influence—ongoing scrutiny warranted as committees and independence designations are finalized post‑annual meeting .
- Overboarding risk: Multiple simultaneous public directorships—no direct conflict disclosed but assess workload vs. TRIP board effectiveness .
Overall: The merger’s conclusion and governance reset reduce structural conflicts, but Maffei’s non‑independent status and prior control ties require continued monitoring of Compensation Committee composition, independence designations, and board processes to preserve investor confidence .