Seth J. Kalvert
TripAdvisorAbout Seth J. Kalvert
Seth J. Kalvert is Tripadvisor’s Chief Legal Officer and Secretary; he has served in this role since August 2011 and is age 55 as of April 29, 2025 . He previously held senior legal positions at Expedia (Vice President and Associate General Counsel) and IAC, and began his career at Debevoise & Plimpton; he holds a J.D. from Columbia Law School and an A.B. from Brown University . Company performance underpinning executive compensation includes consolidated Fiscal 2024 revenue of $1,834,561 thousand and adjusted EBITDA of $384,642 thousand used in the annual bonus calculation, with payout outcomes at 99.2% and 99.6% of the financial components respectively , and 2024 total shareholder return (TSR) of 48.62 (company CAP disclosure) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Expedia | Vice President and Associate General Counsel | 2005–2011 | Senior in-house legal leadership at a global travel technology company . |
| IAC | Legal roles (unspecified) | Not disclosed | Legal support for media and internet portfolio company . |
| Debevoise & Plimpton LLP | Associate | Not disclosed | Foundational training at a New York law firm . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Citizen Schools | Director | Not disclosed | National nonprofit; board service . |
| The Tripadvisor Foundation | Secretary and Director | Not disclosed | Private charitable foundation affiliated with Tripadvisor . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $511,923 | $523,462 | $533,462 |
| Target Bonus % of Salary | — | 80% | 80% |
| Target Bonus ($) | — | $420,000 | $428,000 |
| Actual Annual Bonus Paid ($) | $475,000 | $400,000 | $440,000 |
| All Other Compensation ($) | $14,900 | $6,783 | $16,853 |
| Total Compensation ($) | $3,501,799 | $2,988,507 | $3,282,745 |
Performance Compensation
Annual Bonus Structure and Outcomes
- Structure: 75% financial (50% revenue; 50% adjusted EBITDA) and 25% individual goals; threshold payout 50% of target and maximum 200% of target .
- Fiscal 2024 targets and outcomes:
| Metric | Weight within Financial Component | Threshold (payout at 50%) | Target (payout at 100%) | Maximum (payout at 200%) | FY 2024 Actual | Resulting Payout % |
|---|---|---|---|---|---|---|
| Revenue (in thousands) | 50% | $1,681,367 | $1,868,185 | $2,055,004 | $1,834,561 | 99.2% |
| Adjusted EBITDA (in thousands) | 50% | $331,055 | $389,476 | $455,687 | $384,642 | 99.6% |
| Individual Performance | 25% | Not applicable | Not applicable | Not applicable | Discretionary per goals | Not applicable |
- Bonus payout results: FY 2023 paid at 95% of target for Kalvert ($400,000 vs. $420,000 target) ; FY 2024 paid at 102.8% of target for Kalvert ($440,000 vs. $428,000 target) .
Equity Grants (RSUs and PSUs)
- Fiscal 2024 annual equity grant (February 2024); vesting and performance terms:
| Grant Type | Grant Date | Shares/Units (#) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| RSUs | 3/4/2024 | 41,620 | $1,124,989 | 25% on first anniversary; 6.25% quarterly over following 3 years . |
| PSUs | 3/4/2024 | 41,620 | $1,167,441 | Two-year performance period on revenue and adjusted EBITDA (50%/50%); payouts 0–200% of target; vest in equal tranches on 12/31/2025 and 12/31/2026 . |
- Fiscal 2023 annual equity grant (February/March 2023):
| Grant Type | Grant Date | Shares/Units (#) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| RSUs | 2/22/2023 | 50,584 | $1,124,988 | Time-based; subject to standard 4-year schedule . |
| PSUs | 3/24/2023 | 50,584 (target) | $933,274 | Performance-based with threshold/target/max shares; company-defined metrics . |
Outstanding Equity Awards at FY-End 2024 (Selected Items for Kalvert)
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes/Values |
|---|---|---|---|---|---|---|
| Stock Option | 2/25/2020 | 44,378 | — | 25.62 | 2/25/2030 | — |
| Stock Option | 2/27/2017 | 79,324 | — | 39.31 | 2/27/2027 | — |
| Stock Option | 2/22/2016 | 34,950 | — | 59.61 | 2/22/2026 | — |
| Stock Option | 2/26/2015 | 22,601 | — | 86.36 | 2/26/2025 | — |
| RSUs (unvested) | 3/4/2024 | 41,620 | — | — | — | Market value $614,727 . |
| RSUs (unvested) | 2/22/2023 | 28,454 | — | — | — | Market value $420,266 . |
| RSUs (unvested) | 2/22/2022 | 7,688 | — | — | — | Market value $113,552 . |
| PSUs (unearned) | 3/24/2023 | 50,584 | — | — | — | Payout value $747,126 . |
| PSUs (unearned) | 3/20/2024 | 41,620 | — | — | — | Payout value $614,727 . |
Equity Ownership & Alignment
- Beneficial ownership: 424,629 shares beneficially owned as of April 15, 2024; percentage “less than 1%” of common stock, with beneficial ownership including shares acquirable within 60 days .
- Stock ownership guidelines: NEOs must hold stock equal to 3x base salary; compliance required by the later of January 31, 2028 or 5 years after start; as of March 31, 2025, all NEOs either met or were within permitted timing; counting includes common shares and after-tax time-based RSUs, excludes PSUs and unexercised options .
- Hedging and pledging: Company policy prohibits hedging (e.g., collars, forward sale contracts) and prohibits pledging Tripadvisor securities as collateral or in margin accounts .
- Notable upcoming vests: FY2024 RSUs vest quarterly through year 4; FY2024 PSUs determined after a two-year performance period, then vest in equal parts on December 31, 2025 and December 31, 2026 .
Employment Terms
- Employment agreement summary (effective March 29, 2021): If terminated without Cause or resigns for Good Reason, base salary paid for 12 months (offset by outside earnings), pro rata annual bonus considered in good faith based on actual performance, company-paid COBRA premiums up to 12 months, acceleration of equity awards that would vest within 12 months (subject to performance conditions), and 18 months to exercise vested options; severance conditioned on execution (and non-revocation) of a separation and release; 1-year non-compete and non-solicit restrictions apply .
- Change-in-control acceleration framework: Company equity plan amended to eliminate single-trigger and provide double-trigger acceleration (organizational policy) .
- Estimated potential incremental payments (scenario analysis):
| Scenario (Effective Date Basis) | FY 2023 Assumptions (Effective 12/31/2023) Total ($) | FY 2024 Assumptions (Effective 12/31/2024) Total ($) |
|---|---|---|
| Termination Without Cause | $2,213,484 | $2,488,762 |
| Resignation for Good Reason | $2,213,484 | $2,488,762 |
| Change in Control (CIC) | — | — |
| Termination Without Cause or For Good Reason in connection with CIC | $4,619,151 | $3,861,987 |
| Death | $3,151,497 | $2,366,240 |
Notes: FY 2023 estimates used $21.53 share price (12/29/2023 close) ; FY 2024 estimates used $14.77 share price (12/31/2024 close) . Company requires double-trigger equity acceleration per plan amendment .
Investment Implications
- Pay-for-performance alignment: Annual bonus heavily weighted to financial metrics (75%), split evenly between revenue and adjusted EBITDA, with FY 2024 performance near target driving a 102.8% payout for Kalvert—indicative of tight linkage to operating outcomes .
- Equity incentives and vesting: Balanced RSU/PSU mix with multi-year vesting and a two-year PSU performance window tied to revenue and adjusted EBITDA; PSU vest events on 12/31/2025 and 12/31/2026 may create predictable vest-related supply, though hedging and pledging are prohibited—mitigating alignment risk through ownership guidelines .
- Severance economics and retention: Baseline severance at ~12 months’ salary plus consideration of pro rata bonus and 12 months COBRA, with acceleration limited to awards vesting in the 12 months post-termination and an 18-month option exercise tail—moderate protection that supports retention without excessive windfall risk; double-trigger CIC protection reduces single-trigger risk .
- Ownership and governance: Beneficial ownership is less than 1%, consistent with a legal officer profile; stock ownership guidelines (3x salary) and compliance timing provide an alignment framework, and corporate policies on clawbacks, hedging, and pledging reinforce governance and mitigate adverse trading behaviors .
- Performance backdrop: Company TSR of 48.62 for 2024 (company CAP table), with bonus metrics rooted in consolidated revenue and adjusted EBITDA, suggest compensation outcomes tracking company-level financial execution rather than discretionary awards—reducing pay inflation risk .