Matt Goldberg
TripAdvisorAbout Matt Goldberg
Matt Goldberg, age 54, has been President and CEO of Tripadvisor, Inc. since July 2022 and a director since 2022. He holds an MBA from Stanford, an MA in International Studies from the University of Melbourne, and a BA from Cornell . Under his leadership in 2024, Tripadvisor Group delivered record consolidated revenue of $1.835 billion (+3% YoY), adjusted EBITDA of $339 million (vs. $334 million in 2023), GAAP net income of $5 million, and free cash flow of $70 million (impacted by a $96 million IRS settlement outflow) . The company’s pay-versus-performance disclosure shows cumulative TSR values of $48.62 (end-2024), $70.87 (end-2023), and $59.18 (end-2022) on a $100 initial investment, indicating share underperformance through 2024 despite operating momentum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Trade Desk | EVP, North America and Global Operations | 2020–2022 | Scaled operations in a global adtech leader prior to joining TRIP |
| Dataphilanthropy (private foundation) | Founding Director | 2022 | Philanthropic/data governance leadership |
| News Corp | Global Head of M&A and Strategic Alliances; Head of India | 2016–2019 | Led global M&A/alliances and market operations in India |
| Qurate (formerly QVC) | SVP, Global Market Development; Head of Corporate Development | 2013–2016 | Corporate development and market expansion |
| Lonely Planet | CEO | ~2008–2013 (nearly five years) | Operated a global travel guide publisher, relevant to TRIP’s travel domain |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Blue Ocean Acquisition Corp. | Director | Dec 2021–Nov 2024 | Public company board experience (SPAC) |
| The Burning Man Project | Nonprofit leadership | Ongoing | Philanthropy/leadership network |
| Lumina Foundation | Nonprofit leadership | Ongoing | Education-focused philanthropy |
| Jim Joseph Foundation | Nonprofit leadership | Ongoing | Philanthropy/governance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 387,692 | 900,000 | 900,000 |
| Target Bonus % of Salary | 100% (per employment terms) | 100% (per employment terms) | 100% |
| Annual Bonus Paid ($) | 480,000 | 891,000 | 900,000 |
| CEO Pay Ratio | — | — | 72:1 |
Notes:
- 2022 also included a $500,000 signing bonus per employment agreement (repayable if certain conditions not met) .
- Say-on-pay approval was ~98% in 2024, indicating strong shareholder support for compensation design .
Performance Compensation
Annual Incentive Structure (2024)
- Structure: 75% financial (50% Revenue, 50% Adjusted EBITDA), 25% individual goals .
- Payout curve: Threshold 50% at 90% revenue / 85% EBITDA; Maximum 200% at 110% revenue / 117% EBITDA .
| Metric | Weighting | Threshold (50% payout) | Target (100%) | Max (200%) | Fiscal 2024 Actual | Resulting Payout % |
|---|---|---|---|---|---|---|
| Revenue ($000s) | 50% of financial | 1,681,367 | 1,868,185 | 2,055,004 | 1,834,561 | 99.2% |
| Adjusted EBITDA ($000s) | 50% of financial | 331,055 | 389,476 | 455,687 | 384,642 | 99.6% |
| CEO Bonus Outcome | — | — | — | — | $900,000 | 100.0% of target |
Long-Term Equity Awards
| Grant | Type | Shares/Units | Grant Date Fair Value ($) | Key Vesting / Performance Terms |
|---|---|---|---|---|
| 3/4/2024 | RSUs | 133,185 | 3,599,991 | 25% vests first anniversary (Feb 15), then 6.25% quarterly over remaining 3 years |
| 3/4/2024 | PSUs | 133,185 target | 3,735,839 | 2-year performance (Revenue/Adj EBITDA 50/50); earned PSUs vest 50% on 12/31/2025 and 50% on 12/31/2026 |
| 8/16/2024 | RSUs | 27,173 | 374,987 | 25% vests first anniversary (Aug 15), then 6.25% quarterly over remaining 3 years |
| 8/16/2024 | PSUs | 27,173 target | 374,987 | Same PSU terms as above |
| 7/1/2022 | Options | 290,142 ex.; 225,666 unex. | — | Ex. price $18.47; expire 7/1/2032; standard 25%/6.25% vest schedule |
| 7/1/2022 | MSUs | 378,064 target | — | Stock-price hurdles: 25% at ≥$35, 50% at ≥$45, 100% at ≥$55; vest 7/1/2025 if achieved |
PSU Performance Reference (two-year 2023–2024 tranche): Revenue achieved 101.0% of target; Adjusted EBITDA 92.3% of target (payout determined by plan formula) .
Design observations:
- 2024 equity for NEOs consisted of RSUs and PSUs; no options granted in 2024 (reduces leverage risk) .
- Clawback policy adopted Nov 1, 2023 covers recovery of incentive-based compensation after restatements .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 487,441 shares as of 4/29/2025; <1% of outstanding |
| Shares Outstanding (record date) | 118,090,851 (4/29/2025) |
| Ownership Guidelines | CEO required to hold 6x base salary; all NEOs/Directors met or are within permitted time to meet as of 3/31/2025 |
| Hedging/Pledging | Prohibited for directors/officers/employees under Insider Trading Policy |
| Vested vs. Unvested (12/31/2024) | Unvested RSUs: 112,810 (2022 grant) valued $1,666,204; 133,185 (2024 grant) valued $1,967,142; 27,173 (2024 Aug grant) valued $401,345 . Unearned equity: MSUs 378,064 valued $5,584,005; 2024 PSUs 133,185 valued $1,967,142; Aug 2024 PSUs 27,173 valued $401,345 (values at $14.77) |
| Options In-the-Money? | 2022 options struck at $18.47 vs $14.77 YE2024; out-of-the-money at YE2024 |
| 2024 Vesting/Realization | RSUs vested quarterly in 2024; CEO realized values on tranches of 16,116 shares each (no option exercises in 2024) |
Potential selling pressure indicators:
- 2025 vesting cadence includes: MSU cliff on 7/1/2025 subject to price hurdles (up to 378,064 shares at 100%); 2024 PSUs vest 50% on 12/31/2025 post-certification; RSUs vest quarterly after first anniversaries (Feb 15 and Aug 15, 2025) . Hedging/pledging prohibitions limit risk-mitigation trades .
Employment Terms
| Provision | Key Terms |
|---|---|
| Start Date and Role | CEO since July 2022 |
| Base/Bonus Targets | Base $900,000 (since 2023); Target bonus 100% of salary |
| 2024 Target LTI | Annual equity target beginning 2024: $6,350,000 (mix determined by committee) |
| Relocation/Perqs | Temporary housing allowance $10,000/month for ≥12 months from start (in 2024, $120,000 reported) |
| Severance Plan | Company-wide Severance Plan (2017) with enhanced CIC benefits; “better-of” rule vs individual agreement |
| CIC Acceleration | Double-trigger under 2023 and 2018 plans; MSUs granted in 2022 have single-trigger on CIC |
| Clawback | Formal Clawback Policy adopted Nov 1, 2023 (3-year lookback on incentive comp after restatement) |
| Non-Compete/Non-Solicit | 12-month post-termination restrictions for CEO |
Estimated potential incremental payments (assuming 12/31/2024 event; stock at $14.77):
| Scenario | Salary | Bonus | Equity | Health & Benefits | Total |
|---|---|---|---|---|---|
| Death | — | — | 11,987,184 | — | 11,987,184 |
| Termination w/o Cause (no CIC) | 1,350,000 | 900,000 (2024 actual) | 10,070,600 | 52,336 | 12,372,935 |
| Good Reason (no CIC) | — | 900,000 | 10,070,600 | — | 10,970,600 |
| CIC (no termination) | — | — | 5,584,005 (MSUs target value at YE) | — | 5,584,005 |
| CIC + Termination (DT) | 1,800,000 | 1,800,000 | 11,987,184 | 69,781 | 15,656,965 |
Notes:
- Non-CIC severance implies ~1.5x base salary and good-faith consideration of pro-rata bonus; DT-CIC implies ~2x base plus 2x target bonus and full equity acceleration per plan .
- Post-termination option exercise window extended to up to 18 months in certain cases .
Board Governance (Director Role)
- Board service and roles: Director since 2022; member of the Executive Committee (Chair: Gregory Maffei; Lead Independent Director: Jeremy Philips) . Employees do not receive director fees; Goldberg received no director compensation .
- Leadership structure: Chair separate from CEO; Lead Independent Director appointed effective April 29, 2025; five of eight directors are independent; all directors attended ≥75% of 2024 meetings .
- Committee independence: Audit fully independent with all members as financial experts; Compensation Committee includes one non-independent member (Maffei) during phase-in after loss of controlled-company status .
- Ownership/pledging policy: Stock ownership guidelines apply; hedging/pledging prohibited .
- Dual-role implications: CEO/Director (not Chair) reduces concentration of power; presence of Lead Independent Director and majority independent board mitigate independence concerns .
Compensation Committee and Peer Group
- Compensation Committees use independent consultant FW Cook; no conflicts identified .
- Peer group used for 2024 compensation design includes Akamai, Angi, Box, CarGurus, Cimpress, Etsy, Expedia, Groupon, HubSpot, IAC, Redfin, Sabre, Shutterstock, Stitch Fix, Yelp, Zillow Group .
- Say-on-pay outcome: ~98% approval in 2024; shareholder-preferred say-on-pay frequency: every three years .
Related Party and Governance Notes
- Comprehensive related-party policy with Audit Committee oversight; no delinquent Section 16 filings in 2024 .
- Company ceased being a controlled company after 4/29/2025 merger with Liberty TripAdvisor; capital structure simplified .
Investment Implications
- Pay-for-performance alignment: 2024 bonus tied 75% to Revenue and Adjusted EBITDA with near-target outcomes; 2024 LTI is 50/50 RSUs/PSUs with two-year financial metrics—clear line-of-sight metrics reduce risk of windfalls while maintaining retention value . The shift away from options (none granted in 2024) lowers upside leverage but improves retention and reduces repricing risk (repricing prohibited) .
- Retention and potential supply: 2025 is a heavy vesting year (MSU cliff on 7/1/2025; PSU tranches on 12/31/2025; quarterly RSUs after first anniversaries), which can create episodic selling pressure, though hedging/pledging is prohibited and ownership guidelines are in force .
- Alignment and skin-in-the-game: Goldberg beneficially owns 487,441 shares (<1% of outstanding) and holds sizable unvested/uneared equity; options are currently OTM at YE2024 ($18.47 strike vs $14.77), increasing reliance on RSU/PSU value creation rather than option leverage .
- Change-in-control economics: Double-trigger structure and defined severance multiples (up to ~2x salary and bonus, full equity acceleration) are standard-market; the 2022 MSUs carry single-trigger CIC acceleration—watch for potential acceleration value if strategic alternatives emerge .
- Execution track record: 2024 showed record revenue, improved adjusted EBITDA, and profitability across all three segments with Viator and TheFork adding $52 million incremental adjusted EBITDA—supportive of operational progress, even as TSR through 2024 reflects prior share underperformance . Continued delivery on experiences-led strategy and Brand Tripadvisor stabilization are key to unlocking PSU value and improving TSR.