Jeremy G. Philips

About Jeremy G. Philips

Independent director of Tripadvisor, Inc. since 2011; age 52. Philips is a General Partner at Spark Capital (since May 2014) and previously served as CEO of Photon Group (ASX-listed), EVP in the Office of the Chairman at News Corporation, and co‑founded ecorp, a publicly traded internet holding company. He holds a B.A. and LL.B. from the University of New South Wales and an MPA from Harvard Kennedy School . He was appointed Lead Independent Director effective April 29, 2025, with responsibilities including agenda review, liaison between the Chair and independent directors, and presiding over meetings of independents .

Past Roles

External Roles

Board Governance

• Independence and leadership
  • Determined independent by the Board under Nasdaq/SEC rules; also an “audit committee financial expert.” Appointed Lead Independent Director as of April 29, 2025 .
  • Board separated Chair and CEO roles; five of eight directors are independent post-LTRIP merger; Board now operating without controlled-company exemptions .
• Committee assignments
  • Audit Committee (member; committee chaired by R.S. Wiesenthal; all members independent and financial experts; met 4x in 2024) .
  • Nominating & Corporate Governance Committee (member; established April 29, 2025) .
  • Executive Committee (member; Executive Committee handles capital allocation, financings, repurchases/dividends, and strategic transactions) .
• Attendance
  • Board met 8 times in 2024 and each director attended ≥75% of Board and committee meetings .
• Lead Independent Director mandate
  • Approves agendas/materials, calls meetings of independents, liaison to Chair/CEO and shareholders, presides when Chair absent .

Fixed Compensation (Director)

Director Deferred Compensation Plan: Non-employee directors may defer fees into share units or a cash fund; cash fund credits bank prime rate; units settle in shares at separation .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Financial literacy: Designated audit committee financial expert; deep M&A and investment expertise .
• Industry expertise: Extensive internet/technology/media operating and investing background; strategic and operational experience as CEO and EVP .

Equity Ownership

Alignment policies and restrictions

• Stock ownership guidelines: Directors expected to hold ≥3x annual cash retainer; must meet by Jan 31, 2028 or within five years of service. As of Mar 31, 2025, all directors either met or are within the compliance window .
• Hedging/pledging prohibited: Comprehensive insider trading policy prohibits hedging and pledging of company stock by directors and employees .

Governance Assessment

• Strengths

  • Independent status, financial expert designation, and service on Audit and Nominating committees support robust oversight; appointment as Lead Independent Director strengthens board independence and accountability .
  • Strong attendance culture (≥75%) and regular independent director sessions indicate engaged oversight .
  • Director pay structure is balanced with modest cash retainers and time-based equity, aligning with shareholder interests without promoting excessive risk; no director options or PSUs disclosed .
  • No related-party transactions or Section 16 filing delinquencies disclosed for Philips; company has formal related-party transaction review via Audit Committee .

• Watch items

  • Executive Committee participation centralizes strategic transaction oversight among a small group (Chair, CEO, Lead Independent Director); continued transparency on its activities and board reporting mitigates risk .
  • TRIP’s transition from a “controlled company” concluded April 29, 2025; phase‑in periods for full independence on committees are in progress, though TRIP states current compliance except for a temporary exception on Compensation due to Maffei’s status .

• Shareholder sentiment context

  • Say‑on‑pay received ~98% approval in 2024, suggesting broad shareholder support for compensation governance at the company level .

Appendix: Committee Assignments Snapshot (current)

Board attendance and meetings: Board met 8 times in 2024; all directors attended ≥75%; independents meet regularly without management .