Michael Noonan
TripAdvisorAbout Michael Noonan
Michael Noonan (age 56) has served as Chief Financial Officer of Tripadvisor since October 31, 2022. He previously was CFO of Noom, Inc. (Oct 2020–Oct 2022) and SVP of Finance at Booking Holdings (Jan 2016–Oct 2020), with earlier capital markets roles at RBC Capital Markets, NYSE Euronext, J.P. Morgan, and Bear Stearns; he holds an MBA from Duke University and a B.A. from Davidson College . In 2024, Tripadvisor reported consolidated revenue of $1.835B (+3% YoY), GAAP net income of $5M, adjusted EBITDA of $339M, and free cash flow of $70M, reflecting multi-segment profit contribution and momentum in Viator and TheFork .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Noom, Inc. | Chief Financial Officer | Oct 2020–Oct 2022 | Led finance for consumer digital health; scaled planning and budgeting |
| Booking Holdings, Inc. | SVP Finance | Jan 2016–Oct 2020 | Led FP&A, capital budgeting, investor relations; supported travel marketplace scale |
| RBC Capital Markets | Capital Markets Roles | Not disclosed | Built capital markets and finance expertise |
| NYSE Euronext | Capital Markets Roles | Not disclosed | Developed market operations and transaction experience |
| J.P. Morgan | Capital Markets Roles | Not disclosed | Corporate finance and markets exposure |
| Bear Stearns & Co. | Capital Markets Roles | Not disclosed | Early-career markets experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) ($) | 80,769 | 525,000 | 541,924 |
| Base Salary Rate at Year-End ($) | — | 525,000 | 545,000 |
| Target Bonus (%) | — | 80% of base | 80% of base |
Performance Compensation
| Component | Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout % |
|---|---|---|---|---|---|---|---|
| Annual Bonus – Financial | Revenue | 50% | $1,681,367k | $1,868,185k | $2,055,004k | $1,834,561k | 99.2% of target for financial component |
| Annual Bonus – Financial | Adjusted EBITDA | 50% | $331,055k | $389,476k | $455,687k | $384,642k | 99.6% of target for financial component |
| Annual Bonus – Individual | Individual Goals | 25% of total bonus determination | — | — | — | Assessed by CEO/Comp Committee | Included in actual bonus |
| Bonus Outcome | Target vs Paid | — | — | $436,000 | — | $450,000 | 103.2% of target |
| PSUs (2023–2024 cycle) | Revenue (2-yr) | 50% of PSU | $3,240,000k | $3,600,000k | $3,816,000k | $3,622,624k | 101.0% achievement |
| PSUs (2023–2024 cycle) | Adjusted EBITDA (2-yr) | 50% of PSU | $657,000k | $730,000k | $788,400k | $673,404k | 92.3% achievement |
| PSUs (2024 grant) | Revenue & Adjusted EBITDA | 50%/50% | Earnout 0–200% at end of 2-yr period | Target shares | 200% ceiling | In progress | Vest Dec 31, 2025 & Dec 31, 2026 if earned |
| Equity Grants | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 1,833,283 | 2,744,377 | 3,311,300 |
| Option Awards ($) | 916,664 | — | — |
| RSUs Granted (#) | — | 37,939 (Feb 22, 2023) | 60,118 (Mar 4, 2024) |
| PSUs Granted (#) | — | 67,446 (Mar 24, 2023) | 60,118 (Mar 4, 2024) |
| MSUs Granted (#) | 61,935 target (Oct 31, 2022) | — | — |
Vesting schedules:
- RSUs: 25% at first anniversary, then 6.25% quarterly over three years for grants on 2/22/2023 and 3/4/2024 .
- PSUs (2024 grant): Earned based on revenue and adjusted EBITDA over two years; if earned, vest 50% on 12/31/2025 and 50% on 12/31/2026 .
- MSUs (10/31/2022): Vest on 10/31/2025 with share earnout based on stock price thresholds: 25% at $35–<$45, 50% at $45–<$55, 100% at ≥$55 .
Multi-Year Summary Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 80,769 | 525,000 | 541,924 |
| Bonus ($) | — | 400,000 (signing) | — |
| Stock Awards ($) | 1,833,283 | 2,744,377 | 3,311,300 |
| Option Awards ($) | 916,664 | — | — |
| Non-Equity Incentive ($) | 100,000 | 415,000 | 450,000 |
| All Other Compensation ($) | — | 42,127 | 22,165 |
| Total ($) | 2,930,716 | 4,126,504 | 4,325,389 |
All Other Compensation details (2024): Global lifestyle benefit $1,250, employer retirement contributions $10,350, other taxable travel reimbursements $10,565; total $22,165 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 119,892 common shares as of Apr 29, 2025 |
| Shares Outstanding | 118,090,851 as of Apr 29, 2025 |
| Ownership % of Common | ~0.10% (119,892 / 118,090,851) |
| Options (Exercisable/Unexercisable) | 38,492/38,494 @ $23.62; expire 10/31/2032 |
| Unvested RSUs (Dec 31, 2024) | 37,939 (2023 grant) + 60,118 (2024 grant): market value $560,359 + $887,943 |
| Unearned PSUs (target, Dec 31, 2024) | 67,446 (2023 grant): payout value $996,177; 60,118 (2024 grant): payout value $887,943 |
| MSUs (target) | 61,935 vest 10/31/2025 at price thresholds |
| Stock Ownership Guidelines | 3x base salary requirement for CFO; compliance expected by Jan 31, 2028 or within five years; as of Mar 31, 2025 all NEOs met or were within timeline |
| Hedging/Pledging | Prohibited by Insider Trading Policy (hedges, collars, forward sale contracts; pledging/margin accounts) |
Employment Terms
| Provision | Michael Noonan |
|---|---|
| Start Date & Role | CFO since Oct 31, 2022 |
| Target Bonus | 80% of base salary |
| Annual Equity Target (from 2024) | $2,750,000 per 2023 Plan (mix of RSUs, options, other forms) |
| Severance Plan Eligibility | Covered under 2017 Severance Plan |
| Severance – Termination Without Cause (non‑CoC) | Salary continuation (classification-based); COBRA premiums paid; company may consider pro‑rata bonus; equity that would vest in next period accelerates per plan; amounts estimated at $2,714,862 (incl. equity $2,135,974; health $33,888) as of 12/31/2024 |
| Severance – Good Reason (non‑CoC) | Same as “without cause” per employment agreement |
| Change-in-Control (CoC) Acceleration | Double‑trigger acceleration for most awards; performance awards deemed at target upon qualifying termination; MSUs (2022) have single‑trigger CoC acceleration |
| Severance – CoC Qualifying Termination | Lump sum: 1.5× salary ($817,500) + 1.5× target bonus ($654,000) + COBRA premiums ($50,832) + full equity acceleration ($4,314,844); total estimated $5,837,177 as of 12/31/2024 |
| Non‑Compete / Non‑Solicit | Restricted for 12 months after termination; non‑compete waived if terminated without cause/position elimination; restrictions extend to 24 months for fiduciary breach or theft of company property |
| Clawback Policy | Formal policy adopted Nov 1, 2023; recovers incentive-based compensation received in prior 3 years upon restatement due to material noncompliance |
Compensation Governance and Peer Benchmarking
- Say‑on‑Pay: 2024 advisory approval ~98% of votes cast .
- Peer Group (for 2024 targets): Akamai, Angi, Box, CarGurus, Cimpress, Etsy, Expedia, Groupon, HubSpot, IAC, Redfin, Sabre, Shutterstock, Stitch Fix, Yelp, Zillow; no fixed percentile target maintained .
- Compensation Committees oversee pay design; Section 16 Committee approves NEO equity grants; hedging/pledging prohibited; stock ownership guidelines enforced .
Vesting and Potential Selling Pressure Indicators
| Upcoming Cliff/Events | Detail | Potential Supply Signal |
|---|---|---|
| MSUs | Vesting date Oct 31, 2025 contingent on price thresholds ($35/$45/$55) | Potentially large release of shares if thresholds met |
| PSUs (2024 grant) | Earnout at end of 2025; vest 50% on Dec 31, 2025 and 50% on Dec 31, 2026 if earned | Year‑end vesting events could add sellable shares |
| RSUs | Annual cliff then quarterly vesting (6.25% per quarter) for 2023 and 2024 grants | Regular quarterly supply from RSU vesting |
| Options | 38,492 currently exercisable, 38,494 unexercisable @ $23.62 (expire 10/31/2032) | Exercise‑driven selling depends on price vs strike |
Risk Indicators & Red Flags
- Single‑trigger CoC acceleration for MSUs (2022 grants) is less shareholder‑friendly than double‑trigger; other awards use double‑trigger .
- Hedging and pledging are prohibited, reducing misalignment risk .
- Clawback policy adopted and aligned with SEC/Nasdaq standards, strengthening pay‑for‑performance enforcement .
- No related party transactions involving Noonan disclosed; related party approvals governed by Audit Committee policy .
Investment Implications
- Pay-for-performance alignment is structurally solid: annual bonus and PSUs tied to revenue and adjusted EBITDA, with Noonan’s 2024 bonus slightly above target (103.2%) as financial metrics finished near target .
- Retention risk is mitigated by multi-year RSU/PSU schedules and severance protections; however, 2025–2026 vesting cliffs (MSUs, PSUs) and regular RSU vesting could create periodic selling pressure around year‑end and quarterly vest dates .
- Change‑of‑control economics for Noonan imply 1.5× salary and 1.5× bonus plus full equity acceleration on double‑trigger, and single‑trigger MSU acceleration—a factor to consider in any strategic scenario or M&A speculation .
- Ownership is modest (~0.10% of shares outstanding), but stock ownership guidelines and prohibitions on hedging/pledging support alignment; monitoring Form 4s around vesting periods can refine trading signals .