People

Claude View

The People Running Booking Holdings

Governance grade: B+. Booking's board is substantially independent (11 of 12 directors), independent-chaired, and its pay program is unusually disciplined for a mega-cap tech company — low equity dilution, strong clawback, no pledging, no hedging, and 90% say-on-pay support. The real tension is CEO pay dollar-magnitude: Mr. Fogel earned $44.8M in 2024 with "Compensation Actually Paid" of $126.4M, producing a 466:1 CEO-to-median-employee ratio. Offset by genuine skin-in-the-game — Fogel owns 24,951 shares (~$115M at March 2025 prices) and is 1.7x over the NEO stock-ownership threshold — and by the fact that the pay is mostly stock-price-earned rather than cash. The one persistent blemish: management has now twice rejected stockholder proposals that received near-majority support (49% on special-meeting and written-consent rights).

The People Running This Company

The group that matters is small: a long-tenured internal CEO, a newly recruited external CFO, a 25-year-tenure General Counsel, and an independent Chair who used to be CFO.

Glenn D. Fogel — CEO and President

Fogel, 63, has been CEO since January 2017 and also serves as CEO of Booking.com (since 2019), the crown-jewel operating company. He joined the business in February 2000 as head of corporate development, built the M&A program that bought Booking.com (2005), Kayak (2012), OpenTable (2014), and Agoda, and has run the company through COVID and the first two years of the GenAI transition. He is the only management director. A former airline-industry investment banker and a retired New York State Bar member.

Why to trust him: deep institutional knowledge, a 41% TSR in 2024, revenue of $23.7B (+11%), $5.9B net income (+37%), and he owns real stock (24,951 shares — about 1.7x the NEO ownership requirement). He is named PEO in every year of the Pay vs Performance table since 2020, i.e., there has been no CEO churn.

Why to watch him: at 63 with 25 years at the company, succession planning is a live question — the only internal bench named in the proxy is the General Counsel and a newly-hired CFO. He also spends significant time as CEO of Booking.com (Netherlands), with a tax-equalization arrangement that netted $727K in 2022 (zero the last two years). He sold 340 + 4,132 + 4,758 + 7,496 post-split shares in mid-April 2026 for ~$3.1M gross — modest against his stake, but worth watching if a pattern forms.

Ewout Steenbergen — EVP and CFO (since March 2024)

External hire from S&P Global (CFO 2016-2024), previously CFO of Voya Financial. Also sits on boards of AXA Group (France) and UNICEF USA. Received a $1M sign-on cash bonus and a $3.7M new-hire RSU award to replace forfeited S&P equity. Owned 2,098 shares as of March 31, 2025 — below the 5,000-share NEO threshold, but new hires are permitted to meet the guideline over time. He is the credibility upgrade at the CFO role: Voya and S&P Global are both capital-allocation-heavy financial franchises, and his hiring came as Booking was accelerating its buyback tempo.

Peter J. Millones — EVP and General Counsel

Joined BKNG in March 2000; General Counsel since January 2001. Twenty-five years of institutional memory. Owns 15,354 shares worth ~$70.7M — more than 3x his ownership requirement. Previously at Latham & Watkins. He has been the lead legal executive through nearly every regulatory investigation Booking.com has faced (EU parity-clause, DMA gatekeeper, and hotel-association parity litigation in Germany/Spain/France/Netherlands).

Paulo Pisano — Chief Human Resources Officer

Joined Booking.com in 2020, elevated to CHRO of the holding company in 2021. Prior roles at Galp, Pearson, Barclays. Lowest-tenured of the NEOs at the parent and only 1,051 shares owned (below the 5,000-share threshold), though he has time to build under the policy.

Robert J. Mylod, Jr. — Independent Chair

Chair since June 2020, director since 2017. Managing Partner of Annox Capital (private investment firm he founded in 2013). Critically, Mylod was Booking's own CFO and Vice Chair from 1999-2011 — so he knows the business but has been economically separated for over 14 years. Also chairs the Vroom board and was chair of Redfin through its IPO era and a Dropbox director for seven years. Owns 3,625 BKNG shares directly (including 1,000 via Annox Capital). The Board formally classifies him as independent despite prior executive tenure because of the 14-year gap.

Charles H. Noski — Lead Independent Director

Former CFO of Bank of America, Northrop Grumman, and AT&T. Chairs the Audit Committee. Director since 2015 (longest-tenured independent). Owns 1,245 shares plus 209 vested-but-deferred shares.

What They Get Paid

Executive pay runs heavy on equity and performance-linked awards. In 2024 the T&C Committee deliberately rebalanced the mix — raised salaries, reduced target bonus, introduced a 200%-of-target bonus cap, and shifted long-term incentives from 75% PSUs / 25% RSUs to 60% PSUs / 40% RSUs. Dilution from stock-based compensation ran below 0.6% — bottom quartile vs peer group.

2024 Summary Compensation Table (SCT)

Pay Mix Is ~95% Equity-Linked for the CEO

Compensation Actually Paid vs Reported

The reported SCT number understates what the CEO's equity is actually worth when the stock rallies — and overstates it when it falls.

The CAP line tracks TSR almost one-for-one: -$43M in 2020 when shares dropped, +$139M in 2023 when they nearly doubled, +$126M in 2024. The pay program is behaving as designed — the CEO gets paid when the stock goes up, loses when it goes down. Net income has grown from $59M (2020) to $5.9B (2024) over the same window.

2024 CEO Pay Ratio: 466:1

Fogel's $44.8M total vs median global employee compensation of $96,228. Context: S&P 500 median CEO pay ratio is in the 250-300x range. BKNG sits meaningfully above typical — although the Booking.com labor force is concentrated in relatively high-wage Northern European geographies, which pushes the median up, meaning the ratio understates the spread that would apply to a US-domiciled peer.

Are They Aligned?

This is the strongest section of the Booking governance story. The three tests — ownership, capital allocation, and incentive design — all come out favorably.

Ownership & Control

No single insider controls the company. Fogel's 24,951 shares (0.08% of 32.7M shares outstanding) are the largest insider position. Vanguard (9.0%) and BlackRock (7.9%) are the two 5%+ holders. All directors and executive officers combined hold 53,361 shares (0.16%).

Stock Ownership Guidelines — Who Is (and Isn't) Compliant

Fogel and Millones are both compliant by comfortable margins (1.66x and 3.07x of required shares respectively). Steenbergen and Pisano are below, but Steenbergen is a new hire (March 2024) and Pisano was just promoted to holdco CHRO in 2021 — both are inside the policy's "meet over time" window.

Insider Trading — Net Sells, But Mostly Tax Withholding

In the last ~14 months of Form 4 filings (Feb 2026 – April 2026), insiders sold shares across three buckets: open-market sales, tax-withholding on vested awards, and newly-granted shares. Critically, the majority of the "sold" number is tax withholding on vesting, not discretionary selling.

Capital Allocation — Aggressive Returns to Shareholders

Over five years, BKNG has returned more than $31B in buybacks and $2.4B in dividends. In January 2025 the Board authorized a fresh $20B buyback program and raised the quarterly dividend 10%. For a company generating ~$8-9B of operating cash flow annually, that tempo is credible without creating leverage problems. The share count at March 2025 was 32.7M vs ~39M five years earlier — roughly a 16% reduction in share count, which is the primary engine of EPS leverage.

Related-Party Transactions — Essentially None

The proxy's RPT disclosure is empty: no transaction exceeded the $120K threshold, no director or officer has a material interest in any disclosed transaction, and the Talent & Compensation Committee Interlocks section confirms no cross-board connections. The only quasi-RPT is that Mylod is a former BKNG officer (pre-2011) — now disclosed as independent given the 14-year gap.

Skin-in-the-Game Score: 7 / 10

The +: CEO owns $115M of stock outright. Two-thirds of executive compensation is PSUs with both a three-year relative TSR modifier and an absolute TSR governor — executives cannot get paid on the long-term plan if the stock does not actually perform. No pledging, no hedging. Robust clawback policy. Buybacks compound per-share economics for everyone.

The −: No insider is buying on the open market. CEO's $115M stake is large in absolute dollars but only 0.08% of the company — this is a professional-manager governance model, not a founder-led one. Options component is zero (all LTI is PSU/RSU), which is defensible but means there is no "strike price" hurdle below which the executive is actually out-of-the-money.

Board Quality

Booking's board is deep on corporate-America financial expertise (Noski ex-BofA/AT&T/Northrop CFO; Wittman ex-Oxy/Oath/Glassdoor CFO; Grier former EY-US CEO; Mylod ex-BKNG CFO) and underweight on consumer-technology operating experience. Eleven of twelve directors are independent. Eleven of twelve are standing for re-election (Hopeman is retiring).

2025 Board Matrix

Skills Coverage (Board-Reported)

The gap worth noting: only 3 of 11 directors have "Sales and Marketing" expertise, and only 1 has a Human Resources qualification. For a company whose entire moat is digital marketing and performance-advertising expertise against Google, and whose primary operating risk is travel-industry regulatory exposure, the skills mix is finance- and leadership-heavy relative to the actual business. Technology coverage (6 directors) is more reasonable.

Committee Quality

2024 Say-on-Pay: 90%

Strong support (2024: 90%; 2023: 88%). The T&C Committee has been visibly responsive — the 2024 shift to 60% PSUs / 40% RSUs, bonus cap, and individual-award caps were explicitly in response to stockholder feedback.

The Verdict

Governance Grade: B+.

What is good — and genuinely so

Independent Chair plus separate Lead Independent Director plus 11 of 12 directors independent — the structurally cleanest layout available. Executive pay is mostly at-risk: the SCT-to-CAP spread was +$81M in 2024 and +$93M in 2023 (the program earned its numbers via stock performance) and lost $50M+ in 2020 via the same mechanism. Sub-0.6% dilution from equity compensation places BKNG in the bottom quartile vs peers. The CEO owns $115M of stock and exceeds his ownership guideline by 66%. There are no related-party transactions, no pledging, no hedging, and a clawback policy on the books. Fogel has run the business for 9 years through a pandemic collapse and a full recovery — net income went from $59M (2020) to $5.9B (2024). The 90% say-on-pay result, together with a T&C Committee that visibly adjusts the plan based on investor feedback, is as good as you find in large-cap US governance.

What is not

The dollar magnitude of executive pay is high even for a company this size — $44.8M SCT / $126.4M CAP for the CEO, 466:1 pay ratio. This is structurally justifiable (it all comes from stock appreciation) but optically contested. Repeated dismissal of shareholder proposals that approach majority support (49% in 2020 and 2022) suggests the Board's view of "stockholder feedback" stops short of acting on uncomfortable proposals. CEO succession is unaddressed in public disclosure — Fogel is 63 and deeply embedded; the internal bench (Millones, Pisano, Steenbergen) has no obvious P&L-running successor. The board skills matrix skews heavily to finance and leadership; only 3 of 11 directors are tagged with sales and marketing experience — the actual business is a marketing machine competing against Google. And there is no insider open-market buying in the trailing 14 months — not unusual for this profile, but also not a vote of confidence.

What would change the grade

Upgrade to A−: an explicit, public CEO-succession plan; lowering the special-meeting threshold to 10% (acting on the 49% vote); or adding a director with operating CMO / performance-marketing experience.

Downgrade to B: a material regulatory settlement (EU parity-clause class actions or DMA enforcement) that reveals governance lapses in how management flagged the risk; or a sharp acceleration in CEO open-market selling outside 10b5-1 structures.