LIBERTY TRIPADVISOR HOLDINGS, INC. 
2024 PROXY STATEMENT | 2023 ANNUAL REPORT
CONTENTS
Proxy Statement
Forward-Looking Statements
Stock Performance
Financial Information
Corporate Data
Environmental Statement
LIBERTY TRIPADVISOR HOLDINGS, INC.
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5200
DEAR FELLOW STOCKHOLDER:
You are cordially invited to attend the 2024 annual meeting of stockholders of Liberty TripAdvisor Holdings, Inc. to be held at 8:45 a.m., Mountain time, on June 10, 2024. The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LTAH2024. To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 10, 2024.
At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or by completing, signing and returning the proxy card if you received a paper copy of the proxy materials by mail. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.
Thank you for your cooperation and continued support and interest in Liberty
TripAdvisor.
Very truly yours,
Gregory B. Maffei
Chairman of the Board, President and Chief Executive Officer
April 24, 2024
The Notice of Internet Availability of Proxy Materials is first being mailed on or about April 29, 2024, and the proxy materials relating to the annual meeting will first be made available on or about the same date.
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given of the annual meeting of stockholders of Liberty TripAdvisor Holdings, Inc. The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders.
MEETING DATE & TIME | VIRTUAL MEETING LOCATION | RECORD DATE |
June 10, 2024, | You may attend the meeting, submit questions and vote your | 5:00 p.m., New York |
at 8:45 a.m. MT | shares electronically during the meeting via the Internet by | City time, on April 16, |
visiting www.virtualshareholdermeeting.com/LTAH2024 | 2024 |
To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 10, 2024.
At the annual meeting, you will be asked to consider and vote on the following proposals. Our Board of Directors (Board or Board of Directors) has unanimously approved each proposal for inclusion in the proxy materials.
BOARD | |||
PROPOSAL | RECOMMENDATION | PAGE | |
1 | A proposal (which we refer to as the election of directors proposal) to elect Gregory B. | FOR each director | 14 |
Maffei and Michael J. Malone to continue serving as Class IIl members of our Board until the | nominee | ||
2027 annual meeting of stockholders or their earlier resignation or removal. | |||
2 | A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of | FOR | 32 |
KPMG LLP as our independent auditors for the fiscal year ending December 31, 2024. | |||
3 | A proposal (which we refer to as the say-on-payproposal) to approve, on an advisory basis, | FOR | 36 |
the compensation of our named executive officers as described in this proxy statement under |
the heading "Executive Compensation".
You may also be asked to consider and vote on such other business as may properly come before the annual meeting.
We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.
YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting.
Internet | Virtual Meeting |
Phone |
Vote online at | Vote live during the virtual | Vote by calling | Vote by returning a properly |
www.proxyvote.com | meeting at the URL above | 1-800-690-6903 (toll free) in | completed, signed and dated |
the United States or Canada | proxy card |
WHO MAY VOTE
Holders of record of our Series A common stock, par value $0.01 per share, and our Series B common stock, par value $0.01 per share, as of the record date will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal.
WHO MAY NOT VOTE
Holders of record of our 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, are not entitled to any voting powers, except as specified in the Certificate of Designations relating to such shares or as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting.
A list of stockholders entitled to vote at the annual meeting will be available at our offices at 12300 Liberty Boulevard, Englewood, Colorado 80112 for review by our stockholders for any purpose germane to the annual meeting for at least ten days prior to the annual meeting. If you have any questions with respect to accessing this list, please contact Liberty TripAdvisor Investor Relations at (844) 826-8736.
Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be
Held on June 10, 2024: our Notice of Annual Meeting of Stockholders, Proxy Statement and 2023
Annual Report to Stockholders are available at www.proxyvote.com.
By order of the Board of Directors,
Michael E. Hurelbrink
Assistant Vice President and Secretary
Englewood, Colorado
April 24, 2024
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN THE PROXY CARD IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS BY MAIL.
Table of Contents
PROXY SUMMARY | 1 |
About Our Company | 1 |
2023 Year in Review | 1 |
Voting Roadmap | 3 |
Sustainability Highlights | 5 |
Executive Compensation Highlights | 8 |
Proxy Statement for Annual Meeting of | |
Stockholders | 8 |
THE ANNUAL MEETING | 9 |
Notice and Access of Proxy Materials | 9 |
Electronic Delivery | 9 |
Time, Place and Date | 9 |
Purpose | 10 |
Recommendation of Our Board of Directors | 10 |
Quorum | 10 |
Who May Vote | 10 |
Votes Required | 11 |
Votes You Have | 11 |
Shares Outstanding | 11 |
Number of Holders | 11 |
Voting Procedures for Record Holders | 11 |
Voting Procedures for Shares Held in Street | |
Name | 12 |
Revoking a Proxy | 12 |
Solicitation of Proxies | 12 |
Other Matters to Be Voted on at the Annual | |
Meeting | 12 |
Stockholder Proposals | 13 |
Additional Information | 13 |
PROPOSAL 1 - THE ELECTION OF DIRECTORS | |
PROPOSAL | 14 |
Board of Directors Overview | 14 |
Vote and Recommendation | 14 |
Our Board at a Glance | 15 |
Director Skills and Experience | 16 |
Nominees for Election as Directors | 17 |
Directors Whose Term Expires in 2025 | 19 |
Directors Whose Term Expires in 2026 | 20 |
CORPORATE GOVERNANCE | 22 |
Director Independence | 22 |
Board Composition | 22 |
Board Classification | 22 |
Board Diversity | 22 |
Board Leadership Structure | 23 |
Board Role in Risk Oversight | 23 |
Code of Ethics | 24 |
Family Relationships; Legal Proceedings | 24 |
Committees of the Board of Directors | 24 |
Board Criteria and Director Candidates | 27 |
Board Meetings | 29 |
Director Attendance at Annual Meetings | 29 |
Stockholder Communication with Directors | 29 |
Executive Sessions | 29 |
DIRECTOR COMPENSATION | 30 |
Nonemployee Directors | 30 |
Director Compensation Table | 31 |
PROPOSAL 2 - THE AUDITORS RATIFICATION | |
PROPOSAL | 32 |
Vote and Recommendation | 32 |
Audit Fees and All Other Fees | 32 |
Policy on Pre-Approval of Audit and Permissible | |
Non-Audit Services of Independent Auditor | 33 |
AUDIT COMMITTEE REPORT | 35 |
PROPOSAL 3 - THE SAY-ON-PAY PROPOSAL . . . | 36 |
Advisory Vote | 36 |
Vote and Recommendation | 36 |
EXECUTIVE OFFICERS | 37 |
EXECUTIVE COMPENSATION | 38 |
Compensation Discussion and Analysis | 38 |
Summary Compensation Table | 50 |
Executive Compensation Arrangements | 51 |
Grants of Plan-Based Awards | 54 |
Outstanding Equity Awards at Fiscal Year-End . . . | 56 |
Option Exercises and Stock Vested | 57 |
Potential Payments Upon Termination or Change | |
in Control | 58 |
Benefits Payable Upon Termination or Change in | |
Control | 61 |
Pay Versus Performance | 64 |
Equity Compensation of Plan Information | 68 |
SECURITIES OWNERSHIP OF CERTAIN | |
BENEFICIAL OWNERS AND MANAGEMENT . . . . | 69 |
Security Ownership of Certain Beneficial | |
Owners | 69 |
Security Ownership of Management | 70 |
Hedging Disclosure | 72 |
Changes in Control | 72 |
Delinquent Section 16(a) Reports | 72 |
CERTAIN RELATIONSHIPS AND RELATED | |
PARTY TRANSACTIONS | 73 |
Glossary of Defined Terms
360networks
Atlanta Braves Holdings Charter
Cove Street
Crimson Asset Management CSC Partners
Discovery
Discovery Communications
DMX
FW Cook
GCI Liberty
LGI
LGP
Liberty Broadband
Liberty Expedia
Liberty Media
Liberty TripAdvisor
Live Nation
LMAC
LMI
Microsoft
Oracle
Qurate Retail
Sirius XM
Triad
Tripadvisor
Vanguard
Wittenberg
Zillow
360networks Corporation Atlanta Braves Holdings, Inc. Charter Communications, Inc. Cove Street Capital, LLC Crimson Asset Management Ltd.
Jeffrey Bronchick and CSC Partners Fund, LP
Discovery, Inc. (formerly Discovery Communications)
Discovery Communications, Inc.
DMX Music, Inc. (formerly AEI Music, Inc.) Frederic W. Cook & Co., Inc.
GCI Liberty, Inc.
Liberty Global, Inc. (predecessor to LGP) Liberty Global plc
Liberty Broadband Corporation
Liberty Expedia Holdings, Inc.
Liberty Media Corporation
Liberty TripAdvisor Holdings, Inc.
Live Nation Entertainment, Inc.
Liberty Media Acquisition Corporation
Liberty Media International, Inc. (predecessor of LGI) Microsoft Corporation
Oracle Corporation
Qurate Retail, Inc.
Sirius XM Holdings Inc.
Triad Investment Management
Tripadvisor, Inc.
The Vanguard Group
Wittenberg Investment Management, Inc. Zillow Group, Inc.
PROXY SUMMARY
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information you should consider. Please read the entire proxy statement carefully before voting.
What's new with this year's proxy statement?
- 2023 Year in Review
- Voting Roadmap on page 3
- Say-on-PayProposal on page 36
ABOUT OUR COMPANY
Liberty TripAdvisor consists of its subsidiary Tripadvisor, the world's largest travel platform. Tripadvisor aggregates reviews and opinions from its community of travelers about accommodations, restaurants, experiences, airlines and cruises throughout the world.
2023 YEAR IN REVIEW
- Tripadvisor achieved strong operating results in 2023 with consolidated revenue growth of 20% and adjusted EBITDA(1) growth of 13% year-over-year
- Diversified revenue profile with experiences comprising over 40% of total revenue
- Brand Tripadvisor saw revenue growth and stability in margins reflecting the balance of strategic investment and disciplined cost management
- Viator grew revenue 49% year-over-year, with gross booking value up 40%, and reached break even profitability for the year
- TheFork increased revenue 22% year-over-year and made meaningful margin improvement, exiting the year at breakeven
- For a definition of adjusted EBITDA as defined by Tripadvisor, as well as a reconciliation of adjusted EBITDA to net income (loss), please see Tripadvisor's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the SEC) on February 16, 2024.
LIBERTY TRIPADVISOR HOLDINGS, INC. / 1
PROXY SUMMARY
Our Defining Attributes
FORWARD-LOOKING | NIMBLE |
We take advantage of the benefits and minimize the risks | We structure our team to allow us to move quickly when |
associated with the digital transition in the industries in | opportunities arise, and we can be creative in our deal |
which we invest. | structures. |
FINANCIALLY SOPHISTICATED | LONG-TERM FOCUSED |
We have experience in mergers, divestitures, investing, | We take a long-term, strategic view in our various |
capital deployment, credit analysis and setting capital | operating businesses and are less concerned with |
structures. | short-term bouts of volatility. |
STOCKHOLDER CENTRIC
We think like owners and are focused on long-term gains rather than short-term results. The compensation structure of our management team is closely tied to the long-term performance of our stock.
2 / 2024 PROXY STATEMENT
PROXY SUMMARY
VOTING ROADMAP
Proposal 1: Election of Directors Proposal (see page 14)
OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company. See pages 14 - 21 for further information.
OUR DIRECTOR NOMINEES
GREGORY B. MAFFEI
Director Since: June 2013 | Committee(s): Executive |
Chairman of the Board, President,
and Chief Executive Officer
Mr. Maffei brings to our Board significant financial and operational experience based on his senior policy making positions at our company, Liberty Media, Qurate Retail, Atlanta Braves Holdings and Liberty Broadband, and his previous executive positions at GCI Liberty, Oracle, 360networks and Microsoft, as well as his public company board experience. He provides our Board with executive leadership perspective on the strategic planning for, and operations and management of, large public companies and risk management principles.
MICHAEL J. MALONE
Director Since: August 2014 | Committee(s): Compensation, Audit |
Independent Director |
Mr. Malone is an experienced entrepreneur with over 20 years of senior leadership and management experience.
Mr. Malone provides our Board with insight into the structuring of investments and acquisitions and the management of technology companies.
BOARD AND CORPORATE GOVERNANCE HIGHLIGHTS
Effective Independent Oversight | Strong Governance Practices |
• Majority of our directors are independent | • 100% director participation at 2023 meetings of the |
• Executive sessions of independent directors held | Board and its committees |
• Succession planning | |
without the participation of management | |
• Independent directors chair the audit, compensation | • Stockholder access to the director nomination process |
and nominating and corporate governance committees | • Corporate Governance Guidelines and Code of |
• Ability to engage with independent consultants or | |
Business Conduct and Ethics which are published | |
advisors | online |
• No compensation committee interlocks or | • Directors have unabridged access to senior |
compensation committee engagement in related party | management and other company employees |
transactions in 2023 | • Anonymous "whistleblowing" channels for any |
concerns | |
• Well-established risk oversight process | |
• Leverages collaborative approach to enhancing | |
sustainability practices |
LIBERTY TRIPADVISOR HOLDINGS, INC. / 3
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Disclaimer
Liberty TripAdvisor Holdings Inc. published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 21:30:43 UTC.
