GLOBAL BUSINESS TRAVEL GROUP, INC., DEF 14A filed on 4/24/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Global Business Travel Group, Inc.
Entity Central Index Key 0001820872
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table
Year
SCT Total
for PEO
($)
(1)
Compensation
Actually Paid
to PEO
($)
(2)
Average SCT
Total for non-
PEO NEOs
($)
(3)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
(4)
Value of Initial Fixed $100
Investment Based On:
Net Income/
(Loss)
($M)
Adjusted
EBITDA
($M)
(6)
Total
Shareholder
Return
($)
(5)
Peer Total
Shareholder
Return
($)
(5)
202318,259,50314,003,0807,114,3995,039,11277123-136380
202212,969,1997,548,5417,175,1543,946,6048189-229103
 
Company Selected Measure Name Adjusted EBITDA  
Named Executive Officers, Footnote The amount from the “Total” column of the Summary Compensation Table for our PEO, who was Mr. Abbott during 2022 and 2023.  
Peer Group Issuers, Footnote Shareholder returns reflect $100 invested as of market close on May 31, 2022, the first trading day of GBTG Class A Common Stock. The Peer Total Shareholder Return is based on the S&P Software & Services Select Industry Index, which is used for purposes of the GBTG Form 10-K performance graph.  
PEO Total Compensation Amount $ 18,259,503 $ 12,969,199
PEO Actually Paid Compensation Amount $ 14,003,080 7,548,541
Adjustment To PEO Compensation, Footnote
Equity Addition to SCT Total
SCT TotalLess Equity Deduction From SCT TotalValue of Current Year Equity Awards at 12/31Change in Value of Unvested Prior Year Awards at 12/31Change in Value of Prior Year Awards That Vested In Current YearLess Prior Value of Unvested Equity Awards That Were Canceled or Forfeited in Current YearTotal Equity Addition/ Deduction to SCT TotalTotal Compensation Actually Paid
Year($)
($)(7)
($)(8)
($) (9)
($)(10)
($)(11)
($)
($)(12)
202318,259,503(11,499,993)11,159,074(117,188)(39,062)(3,759,253)7,243,57114,003,080
202212,969,199(6,000,000)5,273,438(2,605,620)(2,088,475)0579,3437,548,541
 
Non-PEO NEO Average Total Compensation Amount $ 7,114,399 7,175,154
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,039,112 3,946,604
Adjustment to Non-PEO NEO Compensation Footnote
Equity Addition to SCT Total
SCT Total
Less Equity Deduction From SCT Total
Value of Current Year Equity Awards at 12/31
Change in Value of Unvested Prior Year Awards at 12/31
Change in Value of Prior Year Awards That Vested In Current Year
Less Prior Value of Unvested Equity Awards That Were Canceled or Forfeited in Current Year
Total Equity Addition/ Deduction to SCT Total
Total Compensation Actually Paid
Year
($)
($)(7)
($)(8)
($) (9)
($)(10)
($)(11)
($)
($)(12)
2023
7,114,399
(5,299,993)
4,668,811
(46,189)
(3,078)
(1,394,837)
3,224,707
5,039,112
2022
7,175,154
(4,455,667)
2,914,422
(1,067,523)
(619,782)
0
1,227,117
3,946,604
 
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Cumulative Total Shareholder Return (TSR)

PVP-TSR Chart.jpg
 
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income (Loss)
PVP-NetIcome Chart.jpg
 
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Adjusted EBITDA
PVP-AdjEBITDA Chart 04-22-2024.jpg
 
Total Shareholder Return Amount $ 77 81
Peer Group Total Shareholder Return Amount 123 89
Net Income (Loss) $ (136,000,000) $ (229,000,000)
Company Selected Measure Amount 380,000,000 103,000,000
PEO Name Mr. Abbott Mr. Abbott
Additional 402(v) Disclosure The following table sets forth a reconciliation from the SCT to amounts actually paid to our PEO. The average amounts from the “Total” column of the Summary Compensation Table for the Company’s non-PEO NEOs. For 2023, our non-PEO NEOs were Mses. Williams, Huska and Gerow and Messrs. Crawley and Bock. For 2022, our non-PEO NEOs were Ms. Gerow, Mr. Crawley and Mr. Michael Qualantone (former Chief Revenue Officer).The following table sets forth a reconciliation from the SCT to the average amounts actually paid to our non-PEO NEOs. Represents the grant date fair value of equity-based awards made during the applicable fiscal year. Represents the year-end fair value of equity awards that were made during the fiscal year (no grants made have vested during the same year as granted).Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of year-end.Represents the change in fair value from prior year end until vesting date of equity-based awards granted in prior fiscal years that vested during the current fiscal year.Represents the fair value as of prior year end of unvested equity awards that were either cancelled or forfeited during the current fiscal year. As discussed above under the section “Compensation Discussion & Analysis — Cancellation of Out-of-the-Money Options in Exchange for One-time Grant of Restricted Stock Units”, officers were able to exchange out-of-the-money Options (including some that were unvested) for new grants of unvested restricted stock units in early 2023. The year-end 2022 fair values of any unvested Options that were canceled as part of the exchange are reflected in this total. Also, Ms. Gerow forfeited all of her unvested RSU awards and some of her outstanding Earnout Shares upon her resignation on June 30, 2023.SCT total, less SCT equity grant fair value, plus year-end fair value of equity awards made during the year, plus the change in fair value during the year of equity awards that remained unvested as of year-end, plus the change in fair value of equity awards that vested during the applicable year, less the prior year end fair value of any unvested equity awards that were forfeited or canceled during the applicable year.  
Measure:: 1    
Pay vs Performance Disclosure    
Name Adjusted EBITDA  
Non-GAAP Measure Description Company-selected measure of Adjusted EBITDA as used for our AIA Plan awards in 2023 and as discussed under the section “Compensation Discussion & Analysis  — Annual Incentive Compensation”, above. Adjusted EBITDA is a non-GAAP measure and is defined and reconciled to the most comparable GAAP measure (i.e., EBITDA) in our Annual
Report on Form 10-K for the year ended December 31, 2023 in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations—EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses”.
 
Measure:: 2    
Pay vs Performance Disclosure    
Name Adjusted EBITDA Margin  
Measure:: 3    
Pay vs Performance Disclosure    
Name Revenue  
Measure:: 4    
Pay vs Performance Disclosure    
Name Free Cash Flow  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 11,499,993 $ 6,000,000
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 7,243,571 579,343
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation Amount, Equity Awards 11,159,074 5,273,438
PEO | 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, Equity Awards 117,188 2,605,620
PEO | 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, Equity Awards 39,062 2,088,475
PEO | 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, Equity Awards 3,759,253 0
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 5,299,993 4,455,667
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 3,224,707 1,227,117
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, Equity Awards 4,668,811 2,914,422
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, Equity Awards 46,189 1,067,523
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, Equity Awards 3,078 619,782
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, Equity Awards $ 1,394,837 $ 0