EXPEDIA GROUP, INC., DEF 14A filed on 4/21/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Expedia Group, Inc.
Entity Central Index Key 0001324424
v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On:
Year(1)
SCT Total Compensation for PEO (Mr. Kern)
CAP to PEO (Mr. Kern)(4)
SCT Total Compensation for PEO (Ms. Gorin)CAP to PEO (Ms. Gorin)Average SCT Total for Non-PEO NEOs
Average CAP to Non-PEO NEOs(4)
Total Share-holder Return(2)
Peer Group Total Share-holder Return(2)
Net Income (millions)
Stock Price Perfor-mance(3)
2024$485,497($116,520,044)$24,934,592$37,341,056$7,036,569$11,479,647$172.98$158.48$1,22423%
2023$1,009,900$158,967,169N/AN/A$4,998,441$13,084,343$140.92$118.93$68873%
2022$1,094,473($235,842,293)N/AN/A$7,743,883($6,052,486)$81.33$81.50$343(52)%
2021$296,247,749$382,114,030N/AN/A$5,343,670$16,835,835$167.78$134.41$1536%
2020$4,200,686$9,448,369N/AN/A$3,143,963$10,476,047$122.92$137.32($2,728)22%
       
Named Executive Officers, Footnote Non-PEO NEOs. For 2020 and 2021, the Non-PEO NEOs were Messrs. Diller, Hart, Dzielak, and Soliday. For 2022, the Non-PEO NEOs were the same executives, plus Ms. Whalen. For 2023 and 2024, the Non-PEO NEOs were Messrs. Diller, Dzielak, and Soliday and Ms. Whalen.        
Adjustment To PEO Compensation, Footnote
2024 Reconciliation of SCT Total to CAP Total — for PEOs
NameSCT Total Compensation-
Grant Date Fair Value of Awards Granted During Year(i)
+
Value of Equity Calculated Using SEC Specified Methodology(ii)(iii)
=CAP Total
Mr. Kern$485,497(-)(+)($117,005,541)(=)($116,520,044)
Ms. Gorin
$24,934,592(-)$23,123,760(+)$35,530,224(=)$37,341,056
Represents the value of equity calculated according to the SEC’s specified CAP methodology. As described above, when calculating CAP for our 2024 PEOs (Mr. Kern and Ms. Gorin) and the 2024 average CAP for the Non-PEO NEOs as a group, the value of included equity is calculated by adding or subtracting the various items reflected in the following tables:
2024 CAP Fair Value of Equity Calculation — for PEOs
PEO
YE Value of Current Year Awards Outstanding as of YE
+
Change in Value as of YE for Prior Year Awards Outstanding as of YE
+
Change in Value as of Vesting Date for Prior Awards That Vested During the Year
+
Value as of Vesting Date for Current Year Awards That Vested During the Year
-
Value as of Prior YE for Prior Year Awards Forfeited During the Year
+
Incremental Value of Prior Year Awards Modified During the Year
=Value of Equity for
 CAP Purposes
Mr. Kern(+)($88,048,660)(+)($28,956,880)(+)(-)(+)(=)($117,005,541)
Ms. Gorin
$27,862,298(+)$3,581,957(+)$1,787,694(+)$2,190,114(-)$1,035,949(+)$1,144,110(=)$35,530,224
       
Non-PEO NEO Average Total Compensation Amount $ 7,036,569 $ 4,998,441 $ 7,743,883 $ 5,343,670 $ 3,143,963
Non-PEO NEO Average Compensation Actually Paid Amount $ 11,479,647 13,084,343 (6,052,486) 16,835,835 10,476,047
Adjustment to Non-PEO NEO Compensation Footnote
2024 Reconciliation of SCT Total to CAP Total — for Non-PEO NEOs (Average)
Avg. SCT Total Compensation-
Avg. Grant Date Fair Value of
Awards Granted During Year(i)
+
Avg. Value of Equity
Calculated Using
 SEC Specified Methodology(ii)(iii)
=Avg. CAP Total
$7,036,569(-)$6,129,981(+)$10,573,058(=)$11,479,647
2024 CAP Fair Value of Equity Calculation — for Non-PEO NEOs (Average)
Avg. YE Value of
Current Year
Awards
Outstanding
as of YE
+
Avg. Change in Value
as of YE for
Prior Year
Awards
Outstanding
as of YE
+
Avg. Change in Value
as of Vesting
Date for Prior
Awards That
 Vested During
the Year
+
Avg. Value as of
 Vesting Date for
Current Year
Awards That
Vested During
the Year
-
Avg. Value as of
Prior YE for
Prior Year
 Awards
Forfeited During
the Year
+
Avg. Incremental
Value of Prior
 Year Awards
 Modified During
 the Year
=Avg. Value of
Equity for
CAP
Purposes
$7,413,279(+)$3,453,034(+)($975,794)(+)$541,705(-)$179,659(+)$320,493(=)$10,573,058
       
Equity Valuation Assumption Difference, Footnote
(iii) Equity valuation assumptions: Time-vested stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Market-based restricted share units, market-based stock options, and market-based performance share units grant date fair values are calculated based on Monte Carlo simulations as of the grant date. Adjustments have been made to the inputs of Monte Carlo simulations using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Time-vested restricted share unit grant date fair values are calculated using the stock price as of the grant date. Adjustments have been made using the stock price as of year-end and as of each vest date.
       
Compensation Actually Paid vs. Total Shareholder Return
6804
       
Compensation Actually Paid vs. Net Income
6828
       
Compensation Actually Paid vs. Company Selected Measure
6760
       
Total Shareholder Return Vs Peer Group
6804
       
Tabular List, Table
2024 Most Important Measures
Stock Price Performance
Adjusted EBITDA
Operational Efficiency
       
Total Shareholder Return Amount $ 172.98 140.92 81.33 167.78 122.92
Peer Group Total Shareholder Return Amount 158.48 118.93 81.50 134.41 137.32
Net Income (Loss) $ 1,224,000,000 $ 688,000,000 $ 343,000,000 $ 15,000,000 $ (2,728,000,000)
Company Selected Measure Amount 0.23 0.73 (0.52) 0.36 0.22
Additional 402(v) Disclosure Value of fixed investments methodology. Assumes a hypothetical $100 investment on December 31, 2019 and reflects the cumulative total return to holders of Expedia Group’s common stock and the cumulative total returns of the RDG (Research Data Group) Internet Composite Index, which is the industry peer group included in the Stock Performance Graph in our Annual Report on Form 10-K for the year December 31, 2024.
(3)Stock Price Performance. Reflected as a percentage calculated by dividing the difference between (i) the closing price of one share of Expedia Group common stock on the last trading day of the applicable fiscal year and (ii) the price on the last trading day of the prior fiscal year, by the closing price of the share on the last trading day of the prior fiscal year.
(4)Compensation Actually Paid (CAP). The dollar amounts reported represent the amount of “compensation actually paid” ("CAP"), as computed in accordance with SEC rules and do not reflect the actual amount of compensation earned or received by or paid to our named executive officers during the applicable fiscal year. For 2024, the following adjustments were made to the applicable SCT totals to calculate CAP amounts:
Represents the amounts reported in the Stock Awards and Option Awards columns of the SCT for the applicable fiscal year. As described above with regard to the SEC’s definitions, when calculating CAP these amounts are first deducted from the SCT Total for the relevant fiscal year.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Stock Price Performance        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 3          
Pay vs Performance Disclosure          
Name Operational Efficiency        
Kern [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 485,497 $ 1,009,900 $ 1,094,473 $ 296,247,749 $ 4,200,686
PEO Actually Paid Compensation Amount (116,520,044) $ 158,967,169 $ (235,842,293) $ 382,114,030 $ 9,448,369
Gorin [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 24,934,592        
PEO Actually Paid Compensation Amount 37,341,056        
PEO | Kern [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Kern [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (117,005,541)        
PEO | Kern [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Kern [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (88,048,660)        
PEO | Kern [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Kern [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (28,956,880)        
PEO | Kern [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Kern [Member] | Equity Awards Modified During The Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Gorin [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (23,123,760)        
PEO | Gorin [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 35,530,224        
PEO | Gorin [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 27,862,298        
PEO | Gorin [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,581,957        
PEO | Gorin [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,190,114        
PEO | Gorin [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,787,694        
PEO | Gorin [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,035,949)        
PEO | Gorin [Member] | Equity Awards Modified During The Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,144,110        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,129,981)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,573,058        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,413,279        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,453,034        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 541,705        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (975,794)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (179,659)        
Non-PEO NEO | Equity Awards Modified During The Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 320,493        
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Expedia Group’s practice has been to schedule Compensation Committee meetings at which equity awards are to be granted well in advance of (and without regard to) the timing of the release of earnings or other material nonpublic information (“MNPI”). The majority of our equity awards are granted on an annual basis, typically in March. New hire and ad hoc awards are generally granted monthly throughout the fiscal year.
Other than a special stock option award to Mr. Kern in 2021, we have not granted stock options to our executive officers since 2018. For this reason, Expedia Group does not currently maintain a policy or practice for the timing of stock option awards in relation to the disclosure of MNPI. However, it is Expedia Group’s practice not to time the disclosure of MNPI for the purpose of affecting the value of executive compensation.
Award Timing Method
Expedia Group’s practice has been to schedule Compensation Committee meetings at which equity awards are to be granted well in advance of (and without regard to) the timing of the release of earnings or other material nonpublic information (“MNPI”). The majority of our equity awards are granted on an annual basis, typically in March. New hire and ad hoc awards are generally granted monthly throughout the fiscal year.
Other than a special stock option award to Mr. Kern in 2021, we have not granted stock options to our executive officers since 2018. For this reason, Expedia Group does not currently maintain a policy or practice for the timing of stock option awards in relation to the disclosure of MNPI. However, it is Expedia Group’s practice not to time the disclosure of MNPI for the purpose of affecting the value of executive compensation.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered
Other than a special stock option award to Mr. Kern in 2021, we have not granted stock options to our executive officers since 2018. For this reason, Expedia Group does not currently maintain a policy or practice for the timing of stock option awards in relation to the disclosure of MNPI. However, it is Expedia Group’s practice not to time the disclosure of MNPI for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true