BOOKING HOLDINGS INC., DEF 14A filed on 4/21/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Booking Holdings Inc.
Entity Central Index Key 0001075531
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended 24 Months Ended 36 Months Ended 48 Months Ended 60 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2025
Pay vs Performance Disclosure                  
Pay vs Performance Disclosure, Table Pay Versus Performance 
As required by SEC Regulation S‑K Item 402(v), the following table sets forth the compensation information of our
Principal Executive Officer (PEO) and our non‑PEO NEOs along with total shareholder return, net income, and revenue
performance results for our fiscal years ending in 2025, 2024, 2023, 2022, and 2021. The calculations and analysis below
do not reflect the Company’s approach to aligning executive compensation with performance. For information about how
we align executive compensation with financial performance, refer to the Compensation Discussion and Analysis. Share
numbers and prices included in the calculations retroactively reflect the impact of the Stock Split.
Year
Summary
Compensation
Table Total
for PEO(1)
Compensation
Actually Paid
to PEO(1)(2)(3)(4)
Average
Summary
Compensation
Table Total
for Non-PEO
Named
Executive
Officers(5)
Average
Compensation
Actually Paid
to Non-PEO
Named
Executive
Officers(2)(3)(5)(6)
Value of Initial Fixed $100
Investment Based On:
Net Income
(in millions)
Revenue
(in millions)(9)
Total
Shareholder
Return(7)
Peer Group
Total
Shareholder
Return(7)(8)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2025
$35,418,102
$64,782,562
$9,907,591
$16,832,155
$244.36
$138.27
$5,404
$26,917
2024
$44,837,665
$126,397,246
$11,721,636
$27,230,604
$225.04
$115.41
$5,882
$23,739
2023
$46,717,519
$139,512,077
$15,361,715
$45,819,942
$159.26
$86.60
$4,289
$21,365
2022
$31,519,648
$32,381,096
$9,254,954
$7,503,594
$90.48
$59.35
$3,058
$17,090
2021
$55,077,473
$78,192,575
$14,259,697
$22,828,947
$107.72
$97.88
$1,165
$10,958
                
Company Selected Measure Name Revenue                
Named Executive Officers, Footnote Mr. Fogel served as Chief Executive Officer (PEO) in each year included in the table.                
Peer Group Issuers, Footnote Peer group total shareholder return reflects the RDG Internet Composite as reflected in our Annual Report on Form 10‑K.                
PEO Total Compensation Amount $ 35,418,102 $ 44,837,665 $ 46,717,519 $ 31,519,648 $ 55,077,473        
PEO Actually Paid Compensation Amount $ 64,782,562 126,397,246 139,512,077 32,381,096 78,192,575        
Adjustment To PEO Compensation, Footnote Compensation Actually Paid to Mr. Fogel reflects the following adjustments from column (b):
Adjustments to Calculate
Compensation Actually Paid for PEO
2025
2024
2023
2022
2021
Amount Reported in Summary
Compensation Table (“SCT”)
$35,418,102
$44,837,665
$46,717,519
$31,519,648
$55,077,473
Subtract Amounts Reported under the
Stock Awards and Option Awards
Column in the SCT
(26,202,279)
(38,802,485)
(40,929,691)
(26,258,740)
(48,010,707)
Fair Value of Awards Granted during
Year that Remain Unvested as of
Year‑end
37,215,611
68,493,581
94,201,594
35,126,298
49,934,780
Fair Value of Awards Granted during
Year that Vest during Year
—
—
—
—
20,829,900
Increase/Deduction for Change in
Fair Value from prior Year-end to
current Year‑end of Awards Granted
prior to Year that were Outstanding
and Unvested as of Year-end
19,043,000
52,557,782
30,945,880
(4,718,980)
379,688
Increase/Deduction for Change in
Fair Value from prior Year-end to
Vesting Date of Awards Granted prior
to Year that Vested during Year
(873,158)
(844,942)
8,576,775
(3,287,130)
(18,559)
Increase for Dividends or Other
Earnings Paid on Stock Not
Otherwise Reflected in Fair Value
or Total Compensation
181,286
155,645
—
—
—
Compensation Actually Paid to PEO
$64,782,562
$126,397,246
$139,512,077
$32,381,096
$78,192,575
                
Non-PEO NEO Average Total Compensation Amount $ 9,907,591 11,721,636 15,361,715 9,254,954 14,259,697        
Non-PEO NEO Average Compensation Actually Paid Amount $ 16,832,155 27,230,604 45,819,942 7,503,594 22,828,947        
Adjustment to Non-PEO NEO Compensation Footnote Average Compensation Actually Paid to the non‑PEO NEOs noted in footnote (5) reflects the following adjustments from column (d):
Adjustments to Calculate Compensation
Actually Paid for non-PEO NEOs
2025
2024
2023
2022
2021
Average Amount Reported in SCT
$9,907,591
$11,721,636
$15,361,715
$9,254,954
$14,259,697
Subtract Average Amounts Reported
under the Stock Awards and Option
Awards Column in the SCT
(7,097,293)
(8,772,333)
(12,088,367)
(6,777,593)
(11,312,738)
Average Fair Value of Awards Granted
during Year that Remain Unvested as
of Year‑end
9,991,371
13,993,297
27,444,862
8,986,958
11,970,027
Average Fair Value of Awards Granted
during Year that Vest during Year
—
—
—
—
4,463,550
Average Increase/Deduction for
Change in Fair Value from prior
Year‑end to current Year‑end of Awards
Granted Prior to Year that were
Outstanding and Unvested as
of Year‑End
4,000,214
10,405,708
9,603,511
(3,160,646)
3,433,026
Average Increase/Deduction for
Change in Fair Value from Prior
Year‑end to Vesting Date of Awards
Granted Prior to Year that Vested
during Year
(31,136)
(163,727)
5,498,221
(800,079)
15,385
Average Increase for Dividends or
Other Earnings Paid on Stock Not
Otherwise Reflected in Fair Value
or Total Compensation
61,408
46,023
—
—
—
Average Compensation Actually Paid to
non‑PEO NEOs
$16,832,155
$27,230,604
$45,819,942
$7,503,594
$22,828,947
The average amounts reported in 2024 are impacted by Mr. Goulden resigning from his position as Chief Financial Officer and
Mr. Steenbergen starting at the Company in March. 		               
Compensation Actually Paid vs. Total Shareholder Return
COMPENSATION ACTUALLY PAID VERSUS TSR
17042430237431
04_BKNG_PXY_2025_PEO legend .jpg
PEO Compensation
Actually Paid
04_BKNG_PXY_2025_NEO legend.jpg
Non-PEO NEO Average
Compensation Actually Paid
04_BKNG_PXY_2025_PTSR legend.jpg
Peer Group TSR
04_BKNG_PXY_2025_BTSR legend.jpg
BKNG TSR
                
Compensation Actually Paid vs. Net Income
COMPENSATION ACTUALLY PAID VERSUS NET INCOME
17042430237438
04_BKNG_PXY_2025_PEO legend .jpg
PEO Compensation
Actually Paid
04_BKNG_PXY_2025_NEO legend.jpg
Non-PEO NEO Average
Compensation Actually Paid
04_BKNG_PXY_2025_BTSR legend.jpg
Net Income
                
Compensation Actually Paid vs. Company Selected Measure
COMPENSATION ACTUALLY PAID VERSUS REVENUE
17042430237445
04_BKNG_PXY_2025_PEO legend .jpg
PEO Compensation
Actually Paid
04_BKNG_PXY_2025_NEO legend.jpg
Non-PEO NEO Average
Compensation Actually Paid
04_BKNG_PXY_2025_BTSR legend.jpg
Revenue
                
Tabular List, Table We measure performance for purposes of assessing pay for our PEO and other NEOs based on the following four
unranked most important financial performance measures. For additional information, see How We Measure Performance
on page 49.
Revenue
Compensation EBITDA
Absolute Total Stockholder Return
Relative Total Stockholder Return
                
Total Shareholder Return Amount         107.72 $ 90.48 $ 159.26 $ 225.04 $ 244.36
Peer Group Total Shareholder Return Amount         97.88 $ 59.35 $ 86.60 $ 115.41 $ 138.27
Net Income (Loss) $ 5,404,000,000 $ 5,882,000,000 $ 4,289,000,000 $ 3,058,000,000 $ 1,165,000,000        
Company Selected Measure Amount 26,917,000,000 23,739,000,000 21,365,000,000 17,090,000,000 10,958,000,000        
PEO Name Mr. Fogel Mr. Fogel Mr. Fogel Mr. Fogel Mr. Fogel        
Measure:: 1                  
Pay vs Performance Disclosure                  
Name Revenue                
Measure:: 2                  
Pay vs Performance Disclosure                  
Name Compensation EBITDA                
Measure:: 3                  
Pay vs Performance Disclosure                  
Name Absolute Total Stockholder Return                
Measure:: 4                  
Pay vs Performance Disclosure                  
Name Relative Total Stockholder Return                
PEO | Subtract Amounts Reported under the Stock Awards and Option Awards Column in the SCT [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount $ (26,202,279) $ (38,802,485) $ (40,929,691) $ (26,258,740) $ (48,010,707)        
PEO | Fair Value of Awards Granted during Year that Remain Unvested as of Year-end [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount 37,215,611 68,493,581 94,201,594 35,126,298 49,934,780        
PEO | Fair Value of Awards Granted during Year that Vest during Year [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount 0 0 0 0 20,829,900        
PEO | Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted prior to Year that were Outstanding and Unvested as of Year-end [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount 19,043,000 52,557,782 30,945,880 (4,718,980) 379,688        
PEO | Increase/Deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted prior to Year that Vested during Year [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount (873,158) (844,942) 8,576,775 (3,287,130) (18,559)        
PEO | Increase for Dividends or Other Earnings Paid on Stock Not Otherwise Reflected in Fair Value or Total Compensation [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount 181,286 155,645 0 0 0        
Non-PEO NEO | Subtract Amounts Reported under the Stock Awards and Option Awards Column in the SCT [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount (7,097,293) (8,772,333) (12,088,367) (6,777,593) (11,312,738)        
Non-PEO NEO | Fair Value of Awards Granted during Year that Remain Unvested as of Year-end [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount 9,991,371 13,993,297 27,444,862 8,986,958 11,970,027        
Non-PEO NEO | Fair Value of Awards Granted during Year that Vest during Year [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount 0 0 0 0 4,463,550        
Non-PEO NEO | Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted prior to Year that were Outstanding and Unvested as of Year-end [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount 4,000,214 10,405,708 9,603,511 (3,160,646) 3,433,026        
Non-PEO NEO | Increase/Deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted prior to Year that Vested during Year [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount (31,136) (163,727) 5,498,221 (800,079) 15,385        
Non-PEO NEO | Increase for Dividends or Other Earnings Paid on Stock Not Otherwise Reflected in Fair Value or Total Compensation [Member]                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount $ 61,408 $ 46,023 $ 0 $ 0 $ 0        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure Equity Award Dates
Each year in October, the T&C Committee selects grant dates for the coming year for equity awards to NEOs and other
employees. In October 2024, the T&C Committee selected March 4, May 12, August 12, and November 12, 2025 as the
2025 grant dates. The T&C Committee (or the Board) has the ability to adjust dates in advance or select additional grant
dates in its sole discretion. All grants are approved in advance by the T&C Committee or the Board or, on an exception
basis, the Chair of the T&C Committee. Because the grant dates are pre‑established, the timing of the release of material
non‑public information does not affect the grant dates or the terms of equity awards and the Company does not time the
release of material non‑public information to affect the value of executive compensation.
Award Timing Method Each year in October, the T&C Committee selects grant dates for the coming year for equity awards to NEOs and other
employees. In October 2024, the T&C Committee selected March 4, May 12, August 12, and November 12, 2025 as the
2025 grant dates. The T&C Committee (or the Board) has the ability to adjust dates in advance or select additional grant
dates in its sole discretion. All grants are approved in advance by the T&C Committee or the Board or, on an exception
basis, the Chair of the T&C Committee.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered Because the grant dates are pre‑established, the timing of the release of material
non‑public information does not affect the grant dates or the terms of equity awards and the Company does not time the
release of material non‑public information to affect the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true