UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
Definitive Proxy Statement
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☐
Definitive Additional Materials
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☐
Soliciting Material under §240.14a-12
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Liberty TripAdvisor Holdings, Inc.
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required
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☐
Fee paid previously with preliminary materials
​
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1)
and 0-11
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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,
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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.
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NOTICE OF 2024 ANNUAL MEETING OF
STOCKHOLDERS
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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,
at 8:45 a.m. MT 		​ ​ ​ You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LTAH2024 ​ ​ ​ 5:00 p.m., New York City time, on April 16, 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.
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PROPOSAL
​ ​ BOARD
RECOMMENDATION 		​ ​
PAGE
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1​
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A proposal (which we refer to as the election of directors proposal) to elect Gregory B. Maffei and Michael J. Malone to continue serving as Class IIl members of our Board until the 2027 annual meeting of stockholders or their earlier resignation or removal.
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FOR each director
nominee
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14
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2​
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A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2024.
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FOR
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32
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3​
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A proposal (which we refer to as the say-on-pay proposal) to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading “Executive Compensation”.
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FOR
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36
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​ ​ ​ ​ 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. ​
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Internet
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Virtual Meeting
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Phone
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Mail
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Vote online at www.proxyvote.com
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Vote live during the virtual meeting at the URL above
​ ​ Vote by calling
1-800-690-6903 (toll free) in the United States or Canada 		​ ​ Vote by returning a properly completed, signed and dated proxy card ​
​ WHO MAY VOTE ​ ​ WHO MAY NOT 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. ​ ​ 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,
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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
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​ PROPOSAL 1 – THE ELECTION OF DIRECTORS PROPOSAL ​ ​ ​ ​ 14 ​ ​
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​ PROPOSAL 2 – THE AUDITORS RATIFICATION PROPOSAL ​ ​ ​ ​ 32 ​ ​
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​ CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ​ ​ ​ ​ 73 ​ ​
​
 
Glossary of Defined Terms
​
​
360networks
​ ​ ​ 360networks Corporation ​
​
Atlanta Braves Holdings
​ ​ ​ Atlanta Braves Holdings, Inc. ​
​
Charter
​ ​ ​ Charter Communications, Inc. ​
​
Cove Street
​ ​ ​ Cove Street Capital, LLC ​
​
Crimson Asset Management
​ ​ ​ Crimson Asset Management Ltd. ​
​
CSC Partners
​ ​ ​ Jeffrey Bronchick and CSC Partners Fund, LP ​
​
Discovery
​ ​ ​ Discovery, Inc. (formerly Discovery Communications) ​
​
Discovery Communications
​ ​ ​ Discovery Communications, Inc. ​
​
DMX
​ ​ ​ DMX Music, Inc. (formerly AEI Music, Inc.) ​
​
FW Cook
​ ​ ​ Frederic W. Cook & Co., Inc. ​
​
GCI Liberty
​ ​ ​ GCI Liberty, Inc. ​
​
LGI
​ ​ ​ Liberty Global, Inc. (predecessor to LGP) ​
​
LGP
​ ​ ​ Liberty Global plc ​
​
Liberty Broadband
​ ​ ​ Liberty Broadband Corporation ​
​
Liberty Expedia
​ ​ ​ Liberty Expedia Holdings, Inc. ​
​
Liberty Media
​ ​ ​ Liberty Media Corporation ​
​
Liberty TripAdvisor
​ ​ ​ Liberty TripAdvisor Holdings, Inc. ​
​
Live Nation
​ ​ ​ Live Nation Entertainment, Inc. ​
​
LMAC
​ ​ ​ Liberty Media Acquisition Corporation ​
​
LMI
​ ​ ​ Liberty Media International, Inc. (predecessor of LGI) ​
​
Microsoft
​ ​ ​ Microsoft Corporation ​
​
Oracle
​ ​ ​ Oracle Corporation ​
​
Qurate Retail
​ ​ ​ Qurate Retail, Inc. ​
​
Sirius XM
​ ​ ​ Sirius XM Holdings Inc. ​
​
Triad
​ ​ ​ Triad Investment Management ​
​
Tripadvisor
​ ​ ​ Tripadvisor, Inc. ​
​
Vanguard
​ ​ ​ The Vanguard Group ​
​
Wittenberg
​ ​ ​ Wittenberg Investment Management, Inc. ​
​
Zillow
​ ​ ​ 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.
​
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What’s new with this year’s proxy statement?
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•
2023 Year in Review
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•
Voting Roadmap on page 3
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•
Say-on-Pay Proposal on page 36
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 ​
ABOUT OUR COMPANY
​
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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.
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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
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•
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
​
(1)
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.
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​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 1
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Proxy Summary
​
Our Defining Attributes
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FORWARD-LOOKING
We take advantage of the benefits and minimize the risks associated with the digital transition in the industries in which we invest.
​ ​ ​
NIMBLE
We structure our team to allow us to move quickly when opportunities arise, and we can be creative in our deal structures.
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FINANCIALLY SOPHISTICATED
We have experience in mergers, divestitures, investing, capital deployment, credit analysis and setting capital structures.
​ ​ ​
LONG-TERM FOCUSED
We take a long-term, strategic view in our various operating businesses and are less concerned with short-term bouts of volatility.
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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.
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2 / 2024 PROXY STATEMENT
​
Proxy Summary
VOTING ROADMAP
​
Proposal 1: Election of Directors Proposal (see page 14)
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​ OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE ​ ​
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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.
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OUR DIRECTOR NOMINEES
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GREGORY B. MAFFEI
​
​
Director Since: June 2013
Chairman of the Board, President, and Chief Executive Officer
​ ​ Committee(s): Executive ​
​
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.
​
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MICHAEL J. MALONE
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Director Since: August 2014
Independent Director
​ ​ Committee(s): Compensation, Audit ​
​
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.
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BOARD AND CORPORATE GOVERNANCE HIGHLIGHTS
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Effective Independent Oversight
​ ​ ​
Strong Governance Practices
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•
Majority of our directors are independent
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•
Executive sessions of independent directors held without the participation of management
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•
Independent directors chair the audit, compensation and nominating and corporate governance committees
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•
Ability to engage with independent consultants or advisors
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•
No compensation committee interlocks or compensation committee engagement in related party transactions in 2023
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 ​ ​ ​
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100% director participation at 2023 meetings of the Board and its committees
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•
Succession planning
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Stockholder access to the director nomination process
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Corporate Governance Guidelines and Code of Business Conduct and Ethics which are published online
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•
Directors have unabridged access to senior management and other company employees
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Anonymous “whistleblowing” channels for any concerns
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Well-established risk oversight process
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Leverages collaborative approach to enhancing sustainability practices
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LIBERTY TRIPADVISOR HOLDINGS, INC. / 3
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Proxy Summary
​
Proposal 2: Auditors Ratification Proposal (see page 32)
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OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
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The Board of Directors recommends that you vote FOR this proposal because KPMG LLP is an independent firm with few ancillary services and reasonable fees, and has significant industry and financial reporting expertise. See pages 32 – 34 for further information.
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Proposal 3: Say-on-Pay Proposal (see page 36)
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OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
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The Board of Directors recommends that you vote FOR this proposal because the compensation structure is aligned with our ultimate goal of appropriately motivating our executives to increase long-term stockholder value. See page 36 for further information.
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4 / 2024 PROXY STATEMENT
​
Proxy Summary
SUSTAINABILITY HIGHLIGHTS
At Liberty TripAdvisor, we believe that we can have the largest impact, and unlock the greatest value, through a collaborative approach to sustainability issues. This approach reflects a sustainability partnership across our company, Liberty Media, Atlanta Braves Holdings, Qurate Retail and Liberty Broadband, as well as with the portfolio of assets within each of these public companies.
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​ ​ ​ ​ ​
This approach to sustainability is underpinned by four core values:  ​
 
​ ​ ​ ​ ​
​ ​ ​ ​ ​
EMPOWER AND
VALUE OUR
PEOPLE
​ ​ ​
CONTINUOUS
PURSUIT OF
EXCELLENCE
​ ​ ​
CREATE
OPTIONALITY AND
BE NIMBLE
​ ​ ​
ACT
LIKE
OWNERS
​ ​ ​ ​ ​
​ ​ ​
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LIBERTY TRIPADVISOR HOLDINGS, INC. / 5
​
Proxy Summary
By applying this mindset to sustainability, we leverage best practices, share resources, develop priorities and pursue sustainable long-term value creation at the Liberty level and across our portfolio of companies:
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Oversight and Support
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•
Top-down sustainability oversight across our portfolio of companies
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Board-level engagement on material sustainability issues
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Corporate Responsibility Committee, comprised of nearly 20 leaders from across our company’s departments, handles development and implementation of sustainability strategy
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•
Active investor engagement to understand expectations
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Ongoing monitoring of industries’ sustainability best practices
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See “Corporate Governance—Board Role in Risk Oversight”
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Scale and Synergies
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•
Sustainability risk management and opportunity capture
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Annual sustainability summits for idea generation and best practice sharing
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Disclosure practices conveyed proactively, portfolio-wide
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ESG policy library as a resource for all companies
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•
Access to green energy investments and other opportunities
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 ​
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6 / 2024 PROXY STATEMENT
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Proxy Summary
​
​
Our Sustainability Pillars:
 
​ ​
​
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ENVIRONMENTAL STEWARDSHIP
​ ​ ​
COMMUNITY COMMITMENT
​ ​
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We recognize climate change and adverse impacts on the natural world are among the most pressing challenges facing humanity today. Environmental sustainability has implications for markets, and our investors. Moreover, how we manage our environmental impact matters to our employees, our customers, our business partners, and our other stakeholders.
​ ​ ​
We are privileged to operate in many communities, and we take seriously our role as a leader and partner within, and contributor to, these communities.
Through the products and services we provide, our charitable giving and volunteerism, and our broader community relations, we strive to connect with and serve our local communities, for the benefit of our employees, businesses, customers, and neighbors.
 
​ ​
​
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​ ​ ​
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​ ​
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TALENT &
CULTURE
​ ​ ​
ETHICS & INTEGRITY
​ ​
​
We believe that the ability to engage a dynamic and thoughtful workforce is key to creating value. We nurture a company culture of diversity, equity, and inclusion where everyone can unlock their full potential, both at our company and across our portfolio of businesses. Additionally, our focus on recruitment, development and succession planning, and fair labor practices are key focal points of our human capital strategy.
​ ​ ​
Our Board of Directors and leadership team lead with principle and integrity and expect each of our companies to do the same. This means aligning their business strategies with the long-term interests of all their stakeholders, including customers, employees, regulators, and the general public.
​ ​
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 7
​
Proxy Summary
EXECUTIVE COMPENSATION HIGHLIGHTS
​
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​ ​
Compensation Philosophy​
​
​
Our compensation philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value.
​
To that end, the compensation packages provided to the named executive officers include significant performance-based bonuses and equity incentive awards, including equity awards that vest multiple years after initial grant.
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WHAT WE DO
​ ​ ​
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WHAT WE DO NOT DO
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​
•
A significant portion of compensation is at-risk and performance-based.
​
•
Performance targets for our executives support the long-term growth of our company.
​
•
We have clawback provisions for equity-based incentive compensation.
​
 ​ ​ ​
•
Our compensation practices do not encourage excessive risk taking.
​
•
We do not provide tax gross-up payments in connection with taxable income from perquisites.
​
•
We do not engage in liberal share recycling.
​
 ​
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
We are furnishing this proxy statement in connection with the Board of Directors’ solicitation of proxies for use at our 2024 Annual Meeting of Stockholders to be held at 8:45 a.m., Mountain time, on June 10, 2024 or at any adjournment or postponement of the annual meeting. 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. At the annual meeting, we will ask you to consider and vote on the proposals described in the accompanying Notice of Annual Meeting of Stockholders. The proposals are described in more detail in this proxy statement. We are soliciting proxies from holders of our Series A common stock, par value $0.01 per share (LTRPA), and Series B common stock, par value $0.01 per share (LTRPB). The holders of our 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (LTRPP), 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. We refer to LTRPA and LTRPB together as our common stock. We refer to our common stock together with LTRPP as our capital stock.
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8 / 2024 PROXY STATEMENT
​
The Annual Meeting
The Annual Meeting
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NOTICE AND ACCESS OF PROXY MATERIALS
We have elected, in accordance with the SEC “Notice and Access” rule, to deliver a Notice of Internet Availability of Proxy Materials (the Notice) to our stockholders and to post our proxy statement and our annual report to our stockholders (collectively, the proxy materials) electronically. The Notice is first being mailed to our stockholders on or about April 29, 2024. The proxy materials will first be made available to our stockholders on or about the same date.
The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the Internet. The Notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so. The Notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available to you on the Internet or by mail. We encourage you to access and review the proxy materials before voting.
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.
We have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, stockholders of record who have the same address and last name and did not receive a Notice of Internet Availability or otherwise receive their proxy materials electronically will receive only one copy of this Proxy Statement, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.
If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of this Proxy Statement or if you hold our common stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact Broadridge Financial Solutions, Inc. by writing to Broadridge Financial Solutions, Inc., Attn: Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by calling, toll-free in the United States, 1-866-540-7095. If you participate in householding and wish to receive a separate copy of this Proxy Statement or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact Broadridge Financial Solutions, Inc. as indicated above.
ELECTRONIC DELIVERY
Registered stockholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go to www.proxyvote.com. Stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery when voting by Internet at www.proxyvote.com by following the prompts. Also, stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered stockholder, you may suspend electronic delivery of the notices and proxy materials at any time by contacting our transfer agent, Broadridge, at (888) 789-8410 (outside the United States (303) 562-9272). Stockholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.
TIME, PLACE AND DATE
The annual meeting of stockholders is 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
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 9
​
The Annual Meeting
that is printed on your Notice 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.
TECHNICAL DIFFICULTIES VOTING DURING THE ANNUAL MEETING. If during the check-in time or during the annual meeting you have technical difficulties or trouble accessing the applicable virtual meeting website Broadridge Corporate Issuer Solutions, Inc. will have technicians ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time for the annual meeting, please call the technical support number that will be posted on the virtual meeting website log-in page at www.virtualshareholdermeeting.com/LTAH2024. If Liberty TripAdvisor experiences technical difficulties during the annual meeting (e.g., a temporary or prolonged power outage), it will determine whether the annual meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the annual meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, Liberty TripAdvisor will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/LTAH2024.
PURPOSE
At the annual meeting, you will be asked to consider and vote on each of the following:
•
the election of directors proposal, to elect Gregory B. Maffei and Michael J. Malone, to continue serving as Class IIl members of our Board until the 2027 annual meeting of stockholders or their earlier resignation or removal;
​
•
the auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2024; and
​
•
the say-on-pay proposal, to approve, on an advisory basis, 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, although we are not aware at this time of any other business that might come before the annual meeting.
​
Recommendation of Our Board of Directors
​
​
Our Board of Directors has unanimously approved each of the proposals for inclusion in the proxy materials and recommends that you vote FOR the election of each director nominee, FOR the auditors ratification proposal and FOR the say-on-pay proposal.
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QUORUM
In order to conduct the business of the annual meeting, a quorum must be present. This means that the holders of at least a majority of the aggregate voting power represented by the shares of our common stock outstanding on the record date (as defined below) and entitled to vote at the annual meeting must be represented at the annual meeting either in person or by proxy. Virtual attendance at the annual meeting constitutes presence in person for purposes of a quorum at the meeting. For purposes of determining a quorum, your shares will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on a particular proposal or proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those shares (broker non-votes) will nevertheless be treated as present for purposes of determining the presence of a quorum. See “—Voting Procedures for Shares Held in Street Name—Effect of Broker Non-Votes” below.
WHO MAY VOTE
Holders of shares of our common stock, as recorded in our stock register as of 5:00 p.m., New York City time, on April 16, 2024 (such date and time, the record date for the annual meeting), will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof.
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10 / 2024 PROXY STATEMENT
​
The Annual Meeting
VOTES REQUIRED
Each director nominee who receives a plurality of the combined voting power of the outstanding shares of our common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors at the annual meeting, voting together as a single class, will be elected to office.
Approval of each of the auditors ratification proposal and the say-on-pay proposal requires the affirmative vote of a majority of the combined voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class.
Virtual attendance at the annual meeting constitutes presence in person for purposes of each required vote.
VOTES YOU HAVE
At the annual meeting, holders of shares of LTRPA will have one vote per share and holders of shares of LTRPB will have ten votes per share, in each case, that our records show are owned as of the record date. Holders of LTRPP shares will not be eligible to vote at the annual meeting.
SHARES OUTSTANDING
As of the record date, 73,084,484 shares of LTRPA and 4,232,532 shares of LTRPB were issued and outstanding and entitled to vote at the annual meeting.
NUMBER OF HOLDERS
There were, as of the record date, 720 and 39 record holders of LTRPA and LTRPB, respectively (which amounts do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).
VOTING PROCEDURES FOR RECORD HOLDERS
Holders of record of LTRPA and LTRPB as of the record date may vote via the Internet at the annual meeting or prior to the annual meeting by telephone or through the Internet. Alternatively, if they received a paper copy of the proxy materials by mail, they may give a proxy by completing, signing, dating and returning the proxy card by mail.
Holders of record may vote their shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LTAH2024. To enter the annual meeting, holders will need the 16-digit control number that is printed on their Notice or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that they are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 10, 2024.
Instructions for voting prior to the annual meeting by using the Internet are printed on the Notice or the proxy card. In order to vote prior to the annual meeting through the Internet, holders should have their Notices or proxy cards available so they can input the required information from the Notice or proxy card, and log onto the Internet website address shown on the Notice or proxy card. When holders log onto the Internet website address, they will receive instructions on how to vote their shares. Unless subsequently revoked, shares of our common stock represented by a proxy submitted as described herein and received at or before the annual meeting will be voted in accordance with the instructions on the proxy.
YOUR VOTE IS IMPORTANT. It is recommended that you vote by proxy even if you plan to attend the annual meeting. You may change your vote at the annual meeting.
If you submit a properly executed proxy without indicating any voting instructions as to a proposal enumerated in the Notice of Annual Meeting of Stockholders, the shares represented by the proxy will be voted “FOR” the election of each director nominee and “FOR” each of the auditors ratification proposal and the say-on-pay proposal.
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LIBERTY TRIPADVISOR HOLDINGS, INC. / 11
​
The Annual Meeting
If you submit a proxy indicating that you abstain from voting as to a proposal, it will have no effect on the election of directors proposal, and it will have the same effect as a vote “AGAINST” each of the auditors ratification proposal and the say-on-pay proposal.
If you do not submit a proxy or you do not vote at the annual meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum. Your failure to vote will have no effect on determining whether any of the proposals are approved (if a quorum is present).
VOTING PROCEDURES FOR SHARES HELD IN STREET NAME
GENERAL
If you hold your shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your shares or to grant or revoke a proxy. The rules and regulations of the New York Stock Exchange and The Nasdaq Stock Market LLC (Nasdaq) prohibit brokers, banks and other nominees from voting shares on behalf of their clients without specific instructions from their clients with respect to numerous matters, including, in our case, the election of directors proposal and the say-on-pay proposal, each as described in this proxy statement. Accordingly, to ensure your shares held in street name are voted on these matters, we encourage you to provide promptly specific voting instructions to your broker, bank or other nominee.
EFFECT OF BROKER NON-VOTES
Broker non-votes are counted as shares of our common stock present and entitled to vote for purposes of determining a quorum but will have no effect on any of the proposals. You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of LTRPA and LTRPB or how to change your vote or revoke your proxy.
REVOKING A PROXY
If you submitted a proxy prior to the start of the annual meeting, you may change your vote by attending the annual meeting online and voting via the Internet at the annual meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Any signed proxy revocation or new signed proxy must be received before the start of the annual meeting. In addition, you may change your vote through the Internet or by telephone (if you originally voted by the corresponding method) not later than 11:59 p.m., New York City time, on June 9, 2024.
Your attendance at the annual meeting will not, by itself, revoke a prior vote or proxy from you.
If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.
SOLICITATION OF PROXIES
We are soliciting proxies by means of the proxy materials on behalf of our Board of Directors. In addition to this mailing, our employees may solicit proxies personally or by telephone. We pay the cost of soliciting these proxies. We also reimburse brokers and other nominees for their expenses in sending the proxy materials to you and getting your voting instructions.
If you have any further questions about voting or attending the annual meeting, please contact Liberty TripAdvisor Investor Relations at (844) 826-8736 or Broadridge at (888) 789-8410 (outside the United States (303) 562-9272).
OTHER MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
Our Board of Directors is not currently aware of any business to be acted on at the annual meeting other than that which is described in the Notice and this proxy statement. If, however, other matters are properly brought to a vote at the annual meeting, the persons designated as proxies will have discretion to vote or to act on these matters according to their best
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12 / 2024 PROXY STATEMENT
​
The Annual Meeting
judgment. In the event there is a proposal to adjourn or postpone the annual meeting, the persons designated as proxies will have discretion to vote on that proposal.
STOCKHOLDER PROPOSALS
This proxy statement relates to our annual meeting of stockholders for the calendar year 2024 which will take place on June 10, 2024. Based solely on the date of our 2024 annual meeting and the date of this proxy statement, (i) a stockholder proposal must be submitted in writing to our Corporate Secretary and received at our executive offices at 12300 Liberty Boulevard, Englewood, Colorado 80112, by the close of business on December 30, 2024 in order to be eligible for inclusion in our proxy materials for the annual meeting of stockholders for the calendar year 2025 (the 2025 annual meeting), and (ii) a stockholder proposal, or any nomination by stockholders of a person or persons for election to the Board of Directors, must be received at our executive offices at the foregoing address not earlier than March 12, 2025 and not later than April 11, 2025 to be considered for presentation at the 2025 annual meeting. We currently anticipate that the 2025 annual meeting will be held during the second quarter of 2025. If the 2025 annual meeting takes place more than 30 days before or 30 days after June 10, 2025 (the anniversary of the 2024 annual meeting), a stockholder proposal, or any nomination by stockholders of a person or persons for election to the Board of Directors, will instead be required to be received at our executive offices at the foregoing address not later than the close of business on the tenth day following the first day on which notice of the date of the 2025 annual meeting is communicated to stockholders or public disclosure of the date of the 2025 annual meeting is made, whichever occurs first, in order to be considered for presentation at the 2025 annual meeting. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Liberty TripAdvisor nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the Exchange Act), no later than April 11, 2025.
All stockholder proposals for inclusion in our proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, our charter and bylaws and Delaware law or, if the conversion proposal has been adopted and conversion has occurred, Nevada law.
ADDITIONAL INFORMATION
We file periodic reports, proxy materials and other information with the SEC. You may inspect such filings on the Internet website maintained by the SEC at www.sec.gov. Additional information can also be found on our website at www.libertytripadvisorholdings.com. Information contained on any website referenced in this proxy statement is not incorporated by reference in this proxy statement. If you would like to receive a copy the 2023 Form 10-K (the 2023 Form 10-K), which was filed on February 16, 2024 with the SEC, or any of the exhibits listed therein please call or submit a request in writing to Investor Relations, Liberty TripAdvisor Holdings, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (844) 826-8736, and we will provide you with the 2023 Form 10-K without charge or any of the exhibits listed therein upon the payment of a nominal fee (which fee will be limited to the expenses we incur in providing you with the requested exhibits).
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 13
​
PROPOSAL 1 – THE ELECTION OF DIRECTORS PROPOSAL
Proposal 1 – The Election of Directors Proposal
​
BOARD OF DIRECTORS OVERVIEW
​
What am I being asked to vote on and how should I vote?
​
We are asking our stockholders to elect Gregory B. Maffei and Michael J. Malone to continue serving as Class IIl members of our Board until the 2027 annual meeting of stockholders or their earlier resignation or removal.
Our Board of Directors currently consists of seven directors, divided among three classes. Our Class IIl directors, whose term will expire at the annual meeting, are Gregory B. Maffei and Michael J. Malone. These directors are nominated for election to our Board to continue to serve as Class IIl directors, and we have been informed that each of Messrs. Maffei and Malone is willing to continue to serve as a director of our company. The term of the Class IIl directors who are elected at the annual meeting will expire at the annual meeting of our stockholders in the year 2027. Our Class I directors, whose term will expire at the annual meeting of our stockholders in the year 2025, are Larry E. Romrell and J. David Wargo. Our Class Il directors, whose term will expire at the annual meeting of our stockholders in the year 2026, are Christy Haubegger, Chris Mueller and Albert Rosenthaler.
If any nominee should decline election or should become unable to serve as a director of our company for any reason before election at the annual meeting, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the Board of Directors.
The following lists the two nominees for election as directors at the annual meeting and the five directors of our company whose term of office will continue after the annual meeting, and includes as to each person how long such person has been a director of our company, such person’s professional background, other public company directorships and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of our Board of Directors. For additional information on our Board’s evaluation of director candidates or incumbent directors seeking re-election, see “Corporate Governance—Board Criteria and Director Candidates.” The number of shares of our common stock beneficially owned by each director is set forth in this proxy statement under the caption “Security Ownership of Certain Beneficial Owners and Management.”
The members of our nominating and corporate governance committee have determined that Messrs. Maffei and Malone, each of whom is nominated for election at the annual meeting, continue to be qualified to serve as directors of our company and such nominations were approved by the entire Board of Directors.
VOTE AND RECOMMENDATION
A plurality of the combined voting power of the outstanding shares of our common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors at the annual meeting, voting together as a single class, is required to elect each of Gregory B. Maffei and Michael J. Malone as a Class IIl member of our Board of Directors.
​
OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
​ ​
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​
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.
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​
14 / 2024 PROXY STATEMENT
​
PROPOSAL 1 – THE ELECTION OF DIRECTORS PROPOSAL
OUR BOARD AT A GLANCE
​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Committee Memberships
​ ​ ​ ​
​
Name and Principal Occupation
​ ​
Director
Since
​ ​
Executive
​ ​
Compensation
​ ​
Nominating &
Corporate
Governance
​ ​
Audit
​ ​
Non-Liberty Public
Board Directorships(1)
​
​
Class III directors who will stand for election this year​
 ​
​
GREGORY B. MAFFEI
(Board Chairman)
​ ​ ​ ​ ​
2013
​ ​
M
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
1
​
​
MICHAEL J. MALONE
​ ​
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​ ​
2014
​ ​ ​ ​ ​
M
​ ​ ​ ​ ​
M
​ ​
—
​
​
Class I directors who will stand for election in 2025​
 ​
​
LARRY E. ROMRELL
​ ​
[MISSING IMAGE: ic_indepen-pn.gif]
​ ​
2014
​ ​ ​ ​ ​
C
​ ​
M
​ ​ ​ ​ ​
1
​
​
J. DAVID WARGO
​ ​
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​ ​
2014
​ ​ ​ ​ ​
M
​ ​
C
​ ​
M
​ ​
2
​
​
Class II directors who will stand for election in 2026​
 ​
​
CHRISTY HAUBEGGER
​ ​
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​ ​
2021
​ ​ ​ ​ ​ ​ ​ ​
M
​ ​ ​ ​ ​
1
​
​
CHRIS MUELLER
​ ​
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​ ​
2014
​ ​
M
​ ​ ​ ​ ​ ​ ​ ​
C
​ ​
—
​
​
ALBERT E. ROSENTHALER
​ ​ ​ ​ ​
2014
​ ​
M
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
—
​
​
(1)
Does not include service on the Board of Directors of Liberty Media, Qurate Retail, Liberty Broadband, Atlanta Braves Holdings, Sirius XM, Charter, Tripadvisor or Live Nation. See “Corporate Governance—Board Criteria and Director Candidates—Outside Commitments.”
​
​
C = Chairperson
​ ​
M = Member
​ ​
[MISSING IMAGE: ic_indepen-pn.gif] = Independent
​
​
INDEPENDENCE
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AGE
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LIBERTY TRIPADVISOR HOLDINGS, INC. / 15
​
PROPOSAL 1 – THE ELECTION OF DIRECTORS PROPOSAL
DIRECTOR SKILLS AND EXPERIENCE
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16 / 2024 PROXY STATEMENT
​
PROPOSAL 1 – THE ELECTION OF DIRECTORS PROPOSAL
NOMINEES FOR ELECTION AS DIRECTORS
​
[MISSING IMAGE: ph_gregorybmaffeinew-4c.jpg]
​ ​
Gregory B. Maffei​
​ ​
Chairman of the Board, President and Chief Executive Officer
Director Since: June 2013, Chairman since June 2015
Age: 63
Committees: Executive
​
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.
​
Professional Background:
•
President and Chief Executive Officer of our company since July 2013
​
•
President and Chief Executive Officer of Liberty Media since May 2007
​
•
President and Chief Executive Officer of Liberty Broadband since June 2014
​
•
President and Chief Executive Officer of Atlanta Braves Holdings since December 2022
​
•
President and Chief Executive Officer of Qurate Retail from February 2006 to March 2018, having served as its CEO-Elect from November 2005 through February 2006; Chairman of the Board of Qurate Retail since March 2018
​
•
President and Chief Executive Officer of GCI Liberty from March 2018 until its combination with Liberty Broadband in December 2020
​
•
President and Chief Executive Officer of LMAC from November 2020 until its liquidation and dissolution in December 2022
​
•
Previously President and Chief Financial Officer of Oracle, Chairman, President and Chief Executive Officer of 360networks, and Chief Financial Officer of Microsoft
​
 ​ ​
Public Company Directorships:
•
Atlanta Braves Holdings (December 2022 – present; Chairman of the Board, July 2023 – present)
​
•
Tripadvisor (Chairman of the Board, February 2013 – present)
​
•
Liberty Media (May 2007 – present)
​
•
Sirius XM (March 2009 – present; Chairman of the Board, April 2013 – present)
​
•
Live Nation (February 2011 – present; Chairman of the Board, March 2013 – present)
​
•
Qurate Retail (November 2005 – present; Chairman of the Board, March 2018 – present)
​
•
Liberty Broadband (June 2014 – present)
​
•
Charter (May 2013 – present)
​
Non-Liberty Public Company Directorships:
•
Zillow (February 2015 – present)
​
Former Public Company Directorships:
•
LMAC (November 2020 – December 2022; Chairman of the Board, April 2021 – December 2022)
​
•
GCI Liberty (March 2018 – December 2020)
​
•
Zillow, Inc. (Zillow’s predecessor) (May 2005 – February 2015)
​
•
DIRECTV and predecessors (February 2008 – June 2010)
​
•
Electronic Arts, Inc. (June 2003 – July 2013)
​
•
Barnes & Noble, Inc. (September 2011 – April 2014)
​
•
STARZ (Chairman of the Board, January 2013 – December 2016)
​
•
Pandora Media, Inc. (September 2017 – February 2019)
​
 ​
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 17
​
PROPOSAL 1 – THE ELECTION OF DIRECTORS PROPOSAL
​
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​ ​
Michael J. Malone
​ ​
Director Since: August 2014
Age: 79
Committees: 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.
​
Professional Background:
•
Chief Executive Officer and principal of Hunters Capital, LLC, a real estate development and management company
​
•
Owns and operates several hotels and restaurants, as well as Seattle’s oldest jet charter and management company, Erin Air, Inc.
​
•
Retired Chairman of the Board and Chief Executive Officer of DMX, a multinational music programming and distribution company that he founded in 1971 and which was sold to Qurate Retail in May 2001
​
•
Chairman of the Board of Maxide Acquisition, Inc., a subsidiary of Qurate Retail and the holding company for DMX, from May 2001 to February 2005
​
 ​ ​
Public Company Directorships: None
Former Public Company Directorships:
•
Expeditors International of Washington, Inc. (August 1999 – May 2017)
​
•
Take Two Interactive Software, Inc. (January 2006 – March 2007)
​
•
HomeStreet, Inc. (February 2012 – February 2015)
​
 ​
​
18 / 2024 PROXY STATEMENT
​
PROPOSAL 1 – THE ELECTION OF DIRECTORS PROPOSAL
DIRECTORS WHOSE TERM EXPIRES IN 2025
​
[MISSING IMAGE: ph_larryeromrellnew-4c.jpg]
​ ​
Larry E. Romrell
​ ​
Director Since: August 2014
Age: 84
Committees: Compensation (Chair); Nominating and Corporate Governance
Independent Director
​
Mr. Romrell brings extensive experience, including venture capital experience, in the telecommunications industry to our Board and is an important resource with respect to the management and operations of large public companies.
​
Professional Background:
•
Held numerous executive positions with Tele-Communications, Inc. from 1991 to 1999
​
•
Previously held various executive positions with Westmarc Communications, Inc.
​
 ​ ​
Public Company Directorships:
•
Liberty Media (September 2011 – present)
​
•
Qurate Retail (March 1999 – September 2011; December 2011 – present)
​
Non-Liberty Public Company Directorships:
•
LGP (June 2013 – present)
​
Former Public Company Directorships:
•
LGI (June 2005 – June 2013)
​
•
LMI (May 2004 – June 2005)
​
 ​
​
[MISSING IMAGE: ph_jdavidwargonew-4c.jpg]
​ ​
J. David Wargo
​ ​
Director Since: August 2014
Age: 70
Committees: Nominating and Corporate Governance (Chair); Compensation; Audit
Independent Director
​
Mr. Wargo’s extensive background in investment analysis and management, experience as a public company board member and his particular expertise in finance and capital markets contribute to our Board’s consideration of our capital structure, evaluation of investment, financial opportunities and strategies, and strengthens our Board’s collective qualifications, skills and attributes.
​
Professional Background:
•
Founder of Wargo & Company, Inc., a private company specializing in investing in the communications industry, and has served as its president since 1993
​
•
Co-founder and was a member of New Mountain Capital, LLC from 2000 to 2008
​
•
Managing Director and senior analyst of The Putnam Companies from 1989 to 1992
​
•
Senior Vice President and a Partner in Marble Arch Partners from 1985 to 1989
​
•
Senior Analyst, Assistant Director of Research and a Partner in Slate Street Research and Management Company from 1978 to 1985
​
 ​ ​
Public Company Directorships:
•
Liberty Broadband (March 2015 – present)
​
Non-Liberty Public Company Directorships:
•
LGP (June 2013 – present)
​
•
Vobile Group Limited (January 2018 – present)
​
Former Public Company Directorships:
•
Discovery (September 2008 – April 2022)
​
•
LGI (June 2005 – June 2013)
​
•
LMI (May 2004 – June 2005)
​
•
Discovery Holding Company (predecessor of Discovery Communications) (May 2005 – September 2008)
​
•
Strategic Education, Inc. (formerly Strayer Education, Inc.) (March 2001 – April 2019)
​
 ​
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 19
​
PROPOSAL 1 – THE ELECTION OF DIRECTORS PROPOSAL
DIRECTORS WHOSE TERM EXPIRES IN 2026
​
[MISSING IMAGE: ph_christyhaubeggernew-4c.jpg]
​ ​
Christy Haubegger
​ ​
Director Since: May 2021
Age: 55
Committees: Nominating and Corporate Governance
Independent Director
​
Ms. Haubegger brings to our Board extensive experience in strategy development, branding, marketing and customer experience, governance in the media and entertainment industry as well as her knowledge in reaching multicultural consumer markets.
​
Professional Background:
•
Executive Vice President, Communications and Chief Inclusion Officer at WarnerMedia from 2019 to 2022
​
•
Previously led multicultural business strategy and was a leading agent for Creative Artists Agency (CAA), providing insights on diverse markets to CAA’s motion picture, music, marketing and television clients
​
•
Previously worked in the publishing and motion picture industries, having founded and served as publisher, president and CEO at Latina magazine, and served as a producer on several motion pictures
​
•
Serves on the Board of Management Leadership for Tomorrow, a non-profit organization that works to increase the number of minority business leaders
​
•
Served on the Board of Latina Media Ventures from January 2003 to December 2016
​
 ​ ​
Public Company Directorships:
Non-Liberty Public Company Directorships:
•
Hudson Pacific Properties, Inc. (March 2019 – present)
​
Former Public Company Directorships:
•
RTW Retailwinds, Inc. (May 2016 – May 2020)
​
 ​
​
[MISSING IMAGE: ph_chrismuellernew-4c.jpg]
​ ​
Chris Mueller
​ ​
Director Since: August 2014
Age: 65
Committees: Audit (Chair); Executive
Independent Director
​
Mr. Mueller has extensive experience in corporate finance and commercial and investment banking with approximately 30 years of experience, as well as in the structuring of strategic acquisitions. His background and expertise assist the Board in evaluating strategic acquisition opportunities and developing financial strategies for our company.
​
Professional Background:
•
Managing Partner of Post Closing 360 LLC, a private investment company, since January 2012
​
•
Vice Chairman and Chief Financial Officer of 360networks from February 2005 to January 2012 and previously held various senior management positions with 360networks
​
•
Managing Director of Corporate Finance at Ragen MacKenzie, a regional investment bank
​
•
Chief Financial Officer and a director of Tuscany, Inc.
​
 ​ ​
Public Company Directorships: None
Former Public Company Directorships: None
 ​
​
20 / 2024 PROXY STATEMENT
​
PROPOSAL 1 – THE ELECTION OF DIRECTORS PROPOSAL
​
[MISSING IMAGE: ph_alberterosenthalernew-4c.jpg]
​ ​
Albert E. Rosenthaler
​ ​
Director Since: August 2014
Age: 64
Committees: Executive
​
Mr. Rosenthaler has significant executive and financial experience gained through his service as a Senior Vice President and Chief Tax Officer of Qurate Retail and Liberty Media for many years, as Chief Corporate Development Officer of our company, Qurate Retail, Liberty Media, Liberty Broadband, GCI Liberty and Liberty Expedia and as a partner with a major national accounting firm for more than five years before joining Qurate Retail. Mr. Rosenthaler brings a unique perspective to our company’s Board of Directors, focused in particular on the area of tax management and corporate development. Mr. Rosenthaler’s perspective and expertise assist the Board in developing strategies that take into consideration a wide range of issues resulting from the application and evolution of tax laws and regulations.
​
Professional Background:
•
Senior Advisor of Liberty Media since January 2024
​
•
Chief Corporate Development Officer of our company from October 2016 to December 2023
​
•
Chief Corporate Development Officer of Qurate Retail, Liberty Media and Liberty Broadband from October 2016 to December 2023
​
•
Chief Corporate Development Officer of Atlanta Braves Holdings from December 2022 to December 2023
​
•
Chief Corporate Development Officer of LMAC from November 2020 until its liquidation and dissolution in December 2022
​
•
Chief Corporate Development Officer of GCI Liberty from March 2018 to December 2020 and of Liberty Expedia from October 2016 to July 2019
​
•
Chief Tax Officer of our company, Liberty Media, Qurate Retail and Liberty Broadband from January 2016 to September 2016 and Liberty Expedia from March 2016 to September 2016
​
•
Senior Vice President of our company from July 2013 to December 2015
​
•
Senior Vice President of Liberty Media from May 2007 to December 2015, of Qurate Retail from April 2002 to December 2015 and of Liberty Broadband from June 2014 to December 2015
​
 ​ ​
Public Company Directorships:
•
Tripadvisor (February 2016 – present)
​
Non-Liberty Public Company Directorships: None
Former Public Company Directorships: None
 ​
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 21
​
Corporate Governance
Corporate Governance
​
DIRECTOR INDEPENDENCE
It is our policy that a majority of the members of our Board of Directors be independent of our management. For a director to be deemed independent, our Board of Directors must affirmatively determine that the director has no direct or indirect material relationship with us. To assist our Board of Directors in determining which of our directors qualify as independent for purposes of applicable rules and regulations, including those adopted by the SEC, the nominating and corporate governance committee of our Board of Directors follows Nasdaq’s corporate governance rules on the criteria for director independence.
Our Board of Directors has determined that each of Christy Haubegger, Michael J. Malone, Chris Mueller, Larry E. Romrell and J. David Wargo qualifies as an independent director of our company.
BOARD COMPOSITION
As described above under “Proposal 1—The Election of Directors Proposal,” our Board is comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications, strategy development, marketing, technology, venture capital, private equity, real estate finance, auditing and financial engineering. For more information on our policies with respect to Board candidates, see “—Board Criteria and Director Candidates” below.
BOARD CLASSIFICATION
As described above under “Proposal 1—The Election of Directors Proposal,” our Board of Directors currently consists of seven directors, divided among three classes. Our Board believes that its current classified structure, with directors serving for three-year terms, is the appropriate board structure for our company at this time and is in the best interests of our stockholders for the following reasons.
LONG-TERM FOCUS & ACCOUNTABILITY
Our Board believes that a classified board encourages our directors to look to the long-term best interest of our company and our stockholders, rather than being unduly influenced by the short-term focus of certain investors and special interests. In addition, our Board believes that three-year terms focus director accountability on the Board’s long-term strategic vision and performance, rather than short-term pressures and circumstances.
CONTINUITY OF BOARD LEADERSHIP
A classified board allows for a greater amount of stability and continuity providing institutional perspective and knowledge to both management and less-tenured directors. By its very nature, a classified board ensures that at any given time there will be experienced directors serving on our Board who are fully immersed in and knowledgeable about our businesses, including our relationships with current and potential strategic partners, as well as the competition, opportunities, risks and challenges that exist in the industries in which our businesses operate. We also believe the benefit of a classified board to our company and our stockholders comes not from continuity alone but rather from the continuity of highly qualified, engaged and knowledgeable directors focused on long-term stockholder interests. Each year, our nominating and corporate governance committee works actively to ensure our Board continues to be comprised of such individuals.
BOARD DIVERSITY
Our Board understands and appreciates the value and enrichment provided by a diverse board. As such, we actively seek diverse director candidates (see “—Board Criteria and Director Candidates”).
​
22 / 2024 PROXY STATEMENT
​
Corporate Governance
​
Board Diversity Matrix (as of April 24, 2024)​
​
​
Total Number of Directors​
​ ​
   7​
​
​ ​ ​ ​
Female
​ ​
Male
​ ​ ​ ​ ​
Non-Binary
​ ​
Did Not Disclose
Gender
​
​ Part I: Gender Identity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Directors ​ ​
1
​ ​
6
​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Part II: Demographic Background ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ African American or Black ​ ​
—
​ ​
—
​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Alaskan Native or American Indian ​ ​
—
​ ​
—
​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Asian ​ ​
—
​ ​
—
​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Hispanic or Latinx ​ ​
1
​ ​
—
​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Native Hawaiian or Pacific Islander ​ ​
—
​ ​
—
​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ White ​ ​
—
​ ​
6
​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Two or More Races or Ethnicities ​ ​
—
​ ​
—
​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ LGBTQ+ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​
​ Did Not Disclose Demographic Background ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​
BOARD LEADERSHIP STRUCTURE
Gregory B. Maffei currently serves as our Chairman of the Board, President and Chief Executive Officer (principal executive officer) and is responsible for identifying and implementing strategic initiatives as well as providing executive leadership. Our Board believes that our President and Chief Executive Officer is best suited to serve as Chairman of the Board, because he is the director most familiar with our company’s business and industry, and most capable of effectively identifying strategic priorities for our company, leading the Board in discussions regarding our business and strategic direction, and focusing the Board on execution of strategy. Independent directors and management have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside our company and industry, while our President and Chief Executive Officer brings significant financial and operational experience based on his past and present senior policy making positions as a director and/or executive officer at our company and other large public companies. Our Board believes that the combined role of Chairman of the Board and President and Chief Executive Officer promotes strategy development and execution, and facilitates information flow between management and the Board. In light of the active involvement by our independent directors, our Board has not named a lead independent director.
BOARD ROLE IN RISK OVERSIGHT
The Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committees. Our audit committee oversees management of financial risks and risks relating to potential conflicts of interest. Our compensation committee oversees the management of risks relating to our compensation arrangements with senior officers. Our nominating and corporate governance committee oversees the nomination of individuals with the judgment, skills, integrity, and independence necessary to oversee the key risks associated with our company, as well as risks inherent in our corporate structure. These committees then provide reports periodically to the full Board. In addition, the oversight and review of other strategic risks are conducted directly by the full Board.
The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical short-, intermediate- and long-term risks. These areas of focus include existing and emerging strategic, operational, financial and reporting, succession and compensation, legal and compliance, cybersecurity and other risks, including those related to material environmental and social matters such as climate change, human capital management, diversity, equity and inclusion, and community relations. Our management reporting processes include regular reports from Mr. Maffei, which are prepared with input from our senior management team, and also include input from our Internal Audit group and our
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 23
​
Corporate Governance
Senior Vice President, Investor Relations, who manages our company’s sustainability efforts and remains in regular contact with senior sustainability leaders at Tripadvisor who provide feedback and disclosure on material issues. Our company also receives the benefit of Liberty Media’s Corporate Responsibility Committee, which has cross-functional representation across all reaches of Liberty Media’s leadership. With our Board’s oversight, we seek to collaborate with Tripadvisor to drive best practices through regular sustainability-focused internal meetings and discussions, including on topics such as sustainability disclosure, diversity and inclusion, and cybersecurity.
CODE OF ETHICS
We have adopted a code of business conduct and ethics that applies to all of our employees, directors and officers, which constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act. Our code of business conduct and ethics is available on our website at www.libertytripadvisorholdings.com/investors/governance/governance-documents.
FAMILY RELATIONSHIPS; LEGAL PROCEEDINGS
There is no family relationship between any of our executive officers or directors, by blood, marriage or adoption.
During the past ten years, none of our directors and executive officers has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has four standing committees: audit, compensation, executive and nominating and corporate governance. The key responsibilities and focus areas of each committee, as well as their current members and information on number of meetings during 2023, are set forth below. The written charters for the audit, compensation and nominating and corporate governance committees as adopted by each such committee, as well as our corporate governance guidelines, can be found on our website at www.libertytripadvisorholdings.com.
Our Board of Directors, by resolution, may from time to time establish other committees of our Board of Directors, consisting of one or more of our directors. Any committee so established will have the powers delegated to it by resolution of our Board of Directors, subject to applicable law.
The Board of Directors has determined that all of the members of each of the audit, compensation and nominating and corporate governance committees are independent. See “—Director Independence.”
​
24 / 2024 PROXY STATEMENT
​
Corporate Governance
​
AUDIT COMMITTEE OVERVIEW​
​
​
5 meetings in 2023
Chair
Chris Mueller*
Other Members
Michael J. Malone
J. David Wargo
*Our Board of Directors has determined that Mr. Mueller is an “audit committee financial expert” under applicable SEC rules and regulations
 
Audit Committee Report,
page 35
​ ​
The audit committee reviews and monitors the corporate accounting and financial reporting and the internal and external audits of our company. The committee’s functions include, among other things:
•
Appointing or replacing our independent auditors;
​
•
Reviewing and approving in advance the scope and the fees of our annual audit and reviewing the results of our audits with our independent auditors;
​
•
Reviewing and approving in advance the scope and the fees of non-audit services of our independent auditors;
​
•
Reviewing compliance with and the adequacy of our existing major accounting and financial reporting policies;
​
•
Reviewing our management’s procedures and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws relating to accounting practices;
​
•
Confirming compliance with applicable SEC and stock exchange rules; and
​
•
Preparing a report for our annual proxy statement.
​
 ​
​
EXECUTIVE COMMITTEE OVERVIEW​
​
​
Members
Gregory B. Maffei
Chris Mueller
Albert E. Rosenthaler
​ ​
Our executive committee may exercise all the powers and authority of our Board of Directors in the management of our business and affairs (except as specifically prohibited by the General Corporation Law of the State of Delaware). This includes the power and authority to authorize the issuance of shares of our capital stock.
​
​ ​ ​ ​
No meetings of the executive committee were held in 2023.
​
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 25
​
Corporate Governance
​
COMPENSATION COMMITTEE OVERVIEW​
​
​
4 meetings in 2023
Chair
Larry E. Romrell
Other Members
Michael J. Malone
J. David Wargo
 
Compensation Committee Report, page 49
​ ​
The compensation committee assists the Board in discharging its responsibilities relating to compensation of our company’s executives and produces an annual report on executive compensation for inclusion in our annual proxy statement.
In August 2014, the spin-off of our company (formerly a wholly-owned subsidiary of Qurate Retail) from Qurate Retail was completed (the Spin-Off). In connection with the Spin-Off, we entered into a Services Agreement, dated August 27, 2014, with Liberty Media (the services agreement), pursuant to which Liberty Media provides us with administrative, executive and management services.
Key Responsibilities:
•
Evaluate the services fee under the services agreement on at least an annual basis, subject to certain exceptions (such as in 2019 during the then-ongoing negotiations relating to Mr. Maffei’s compensation arrangement);
​
•
May approve incentive awards or other forms of compensation to employees of Liberty Media who are providing services to our company, which employees include our executive officers. The compensation committee determined to grant equity award compensation for 2023 (see “Executive Compensation—Compensation Discussion and Analysis”);
​
•
If we engage a chief executive officer, chief financial officer, chief legal officer, chief administrative officer, chief accounting officer or principal financial officer to perform services for our company outside the services agreement, review and approve corporate goals and objectives relevant to the compensation of any such person; and
​
•
Oversee the compensation of the chief executive officers of any non-public operating subsidiaries of our company, although at this time our only operating subsidiary is Tripadvisor, which is a publicly-traded company.
​
For a description of our current processes and policies for consideration and determination of executive compensation, including the role of our Chief Executive Officer and an outside consultant in determining or recommending amounts and/or forms of compensation, see “Executive Compensation—Compensation Discussion and Analysis.”
​
​
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OVERVIEW​
​
​
1 meeting in 2023
Chair
J. David Wargo
Other Members:
Christy Haubegger
Larry E. Romrell
​ ​
The nominating and corporate governance committee functions include, among other things:
•
Identify individuals qualified to become Board members consistent with criteria established or approved by our Board of Directors, with the assistance of the committee, from time to time;
​
•
Identify director nominees for upcoming annual meetings;
​
•
Develop corporate governance guidelines applicable to our company; and
​
•
Oversee the evaluation of our Board and management.
​
 ​
​
26 / 2024 PROXY STATEMENT
​
Corporate Governance
BOARD CRITERIA AND DIRECTOR CANDIDATES
BOARD CRITERIA. The nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity, values and judgment and should be committed to the long-term interests of our stockholders. To be nominated to serve as a director, a nominee need not meet any specific minimum criteria. As described in our corporate governance guidelines, director candidates are identified and nominated based on broad criteria, with the objective of identifying and retaining directors that can effectively develop our company’s strategy and oversee management’s execution of that strategy. In the director candidate identification and nomination process, our Board seeks a breadth of experience from a variety of industries and from professional disciplines, along with a diversity of gender, ethnicity, age and other characteristics. When evaluating a potential director nominee, including one recommended by a stockholder, the nominating and corporate governance committee will take into account a number of factors, including, but not limited to, the following:
•
independence from management;
​
•
his or her unique background, including education, professional experience, relevant skill sets and diversity of gender, ethnicity, age and other characteristics;
​
•
judgment, skill, integrity and reputation;
​
•
existing commitments to other businesses as a director, executive or owner;
​
•
personal conflicts of interest, if any; and
​
•
the size and composition of the existing Board of Directors, including whether the potential director nominee would positively impact the composition of the Board by bringing a new perspective or viewpoint to the Board of Directors.
​
The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.
OUTSIDE COMMITMENTS. In recent years, some investors and proxy advisors have instituted “bright-line” proxy voting policies on the number of outside public company boards that a director may serve on. Our Board of Directors recognizes investors’ concerns that highly sought-after directors could lack the time and attention to adequately perform their duties and responsibilities, and considers each director’s performance and commitment to ensure their continued effectiveness as a director. Given our company’s ownership interest in Tripadvisor, our company and our Board values the positions certain of our directors and members of management hold on Tripadvisor’s board, as they provide our company with unique insight and input into Tripadvisor’s business and operations. The nominating and corporate governance committee also recognizes and values the benefits derived by our directors from their service on other public company boards, as such service provides our directors with diverse perspectives, in-depth industry knowledge and cross-industry insights, all of which enhance the knowledge base and skill set of our Board as a whole.
Our Board also recognizes the uniqueness of the relationships among Liberty Media, Qurate Retail, Liberty Broadband, Atlanta Braves Holdings and Liberty TripAdvisor, including the collaborative approach to addressing sustainability, as well as with the portfolio of assets within each of these public companies. To the extent our directors serve on more than one of the boards of these companies, we believe that such service is an important aspect of our directors’ (including Mr. Maffei’s) service, as it capitalizes on various synergies between and among these boards. For this reason, we believe that a better presentation of these directors’ outside commitments is to consider the number of their “non-Liberty” public company board directorships (see “Proposal 1—The Election of Directors Proposal—Our Board at a Glance”). Based on this perspective, we have considered the facts-and-circumstances of the roles of our directors with our company, including the following considerations:
•
from a historical perspective, the significant time and resources each of these directors has regularly dedicated to our company;
​
•
the nature of their board commitments relating to their respective roles with these companies;
​
•
the synergies between their respective service on these other boards and ours;
​
•
their respective service on “non-Liberty” public company board directorships; and
​
•
the respective directors’ personal skills, expertise and qualifications (including the broad industry knowledge of each such director).
​
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 27
​
Corporate Governance
We believe that the outside service of our directors does not conflict with, and instead enhances, their respective roles and responsibilities at our company.
DIRECTOR CANDIDATE IDENTIFICATION PROCESS. The nominating and corporate governance committee will consider candidates for director recommended by any stockholder provided that such recommendations are properly submitted. Eligible stockholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Corporate Secretary, Liberty TripAdvisor Holdings, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112. Stockholder recommendations must be made in accordance with our bylaws, as discussed under “The Annual Meeting—Stockholder Proposals” above, and contain the following information:
•
the name and address of the proposing stockholder and the beneficial owner, if any, on whose behalf the nomination is being made, and documentation indicating the number of shares of our common stock owned beneficially and of record by such person and the holder or holders of record of those shares, together with a statement that the proposing stockholder is recommending a candidate for nomination as a director;
​
•
the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;
​
•
a statement detailing any relationship, arrangement or understanding between the proposing stockholder and/or beneficial owner(s), if different, and any other person(s) (including their names) under which the proposing stockholder is making the nomination and any affiliates or associates (as defined in Rule 12b-2 of the Exchange Act) of such proposing stockholder(s) or beneficial owner (each a Proposing Person);
​
•
a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our Board of Directors;
​
•
any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of such candidate as a director;
​
•
a representation as to whether the Proposing Person intends (or is part of a group that intends) to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;
​
•
a representation by each Proposing Person who is a holder of record of our common stock as to whether the notice is being given on behalf of the holder of record and/or one or more beneficial owners, the number of shares held by any beneficial owner along with evidence of such beneficial ownership and that such holder of record is entitled to vote at the annual stockholders meeting and intends to appear in person or by proxy at the annual stockholders meeting at which the person named in such notice is to stand for election;
​
•
a written consent of the candidate to be named in the proxy statement and to serve as a director, if nominated and elected;
​
•
a representation as to whether the Proposing Person has received any financial assistance, funding or other consideration from any other person regarding the nomination (a Stockholder Associated Person) (including the details of such assistance, funding or consideration); and
​
•
a representation as to whether and the extent to which any hedging, derivative or other transaction has been entered into with respect to our company within the last six months by, or is in effect with respect to, the Proposing Person, any person to be nominated by the proposing stockholder or any Stockholder Associated Person, the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or increase or decrease the voting power of, the Proposing Person, its nominee, or any such Stockholder Associated Person.
​
In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing stockholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors. The nominating and corporate governance committee will evaluate a prospective nominee suggested by any stockholder in the same manner and against the same criteria as any other prospective nominee identified by the nominating and corporate governance committee.
When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, stockholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be
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28 / 2024 PROXY STATEMENT
​
Corporate Governance
suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to our Board of Directors, it may recommend to the full Board that candidate’s nomination and election.
Prior to nominating an incumbent director for re-election at an annual meeting of stockholders, the nominating and corporate governance committee will consider the director’s past attendance at, and participation in, meetings of the Board of Directors and its committees and the director’s formal and informal contributions to the various activities conducted by the Board and the Board committees of which such individual is a member. In addition, the nominating and corporate governance committee will consider any outside directorships held by such individual. See “—Outside Commitments” above.
BOARD MEETINGS
During 2023, there were 4 meetings of our full Board of Directors.
DIRECTOR ATTENDANCE AT ANNUAL MEETINGS
Our Board of Directors encourages all members of the Board to attend each annual meeting of our stockholders. Four of our seven directors then-serving attended our 2023 annual meeting of stockholders.
STOCKHOLDER COMMUNICATION WITH DIRECTORS
Our stockholders may send communications to our Board of Directors or to individual directors by mail addressed to the Board of Directors or to an individual director c/o Liberty TripAdvisor Holdings, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112. All such communications from stockholders will be forwarded to our directors on a timely basis. Stockholders are also encouraged to send communications to Liberty TripAdvisor Investor Relations, which conducts robust stockholder engagement efforts for our company and provides our Board with insight on stockholder concerns.
EXECUTIVE SESSIONS
In 2023, the independent directors of our company, then serving, met at three executive sessions without management participation.
Any interested party who has a concern regarding any matter that it wishes to have addressed by our independent directors, as a group, at an upcoming executive session may send its concern in writing addressed to Independent Directors of Liberty TripAdvisor Holdings, Inc., c/o Liberty TripAdvisor Holdings, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112. The current independent directors of our company are Christy Haubegger, Michael J. Malone, Chris Mueller, Larry E. Romrell and J. David Wargo.
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 29
​
DIRECTOR COMPENSATION
Director Compensation
​
NONEMPLOYEE DIRECTORS
DIRECTOR FEES
Each of our directors who is not an employee of, or service provider to, our company is paid an annual fee for 2024 of $178,700 (which, in 2023, was $170,200) (we refer to this as the director fee). For service on our Board in 2023, each director fee was paid 25% in LTRPA restricted stock units (RSUs), which were granted in December 2022 under the 2019 incentive plan (defined below) and vested one year from the grant date, and the remaining 75% of the director fee was paid in cash. Due to share availability considerations under the 2019 incentive plan, the entirety of the 2024 director fee will be paid in cash.
Fees for service on our audit committee, compensation committee, executive committee and nominating and corporate governance committee are the same for 2024 and 2023. With respect to our audit committee, compensation committee and nominating and corporate governance committee, each member thereof receives an additional annual fee of $15,000, $10,000 and $10,000, respectively, for his or her participation on each such committee, except that the chairperson of each such committee instead receives an additional annual fee of $25,000, $15,000 and $15,000, respectively, for his or her participation on that committee. With respect to our executive committee, each member thereof who is not an employee of, or service provider to, our company receives an additional annual fee of $5,000 for his participation on that committee. The cash portion of the director fees and the fees for participation on committees are payable quarterly in arrears.
EQUITY INCENTIVE PLAN
As discussed below, awards granted to our nonemployee directors under the Liberty TripAdvisor Holdings, Inc. 2019 Omnibus Incentive Plan (the 2019 incentive plan) are administered by our Board of Directors or our compensation committee. Our Board of Directors has full power and authority to grant eligible persons the awards described below and to determine the terms and conditions under which any awards are made. The 2019 incentive plan is designed to provide additional remuneration to our nonemployee directors for services rendered, to encourage their investment in our capital stock, thereby increasing their proprietary interest in our business and to aid in attracting persons of exceptional ability to become nonemployee directors of our company. Our Board of Directors may grant non-qualified stock options, stock appreciation rights (SARs), restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing under the 2019 incentive plan.
The maximum number of shares of our common stock with respect to which awards may be issued under the 2019 incentive plan is 5,000,000, subject to anti-dilution and other adjustment provisions of the respective plans. Under the 2019 incentive plan, no nonemployee director may be granted during any calendar year awards having a value determined on the date of grant in excess of $3 million. Shares of our common stock issuable pursuant to awards made under the 2019 incentive plan are made available from either authorized but unissued shares or shares that have been issued but reacquired by our company.
STOCK OWNERSHIP GUIDELINES
Our Board of Directors previously had adopted stock ownership guidelines that generally required each nonemployee director to own shares of our company’s stock equal to at least three times the value of their annual cash retainer fees. Nonemployee directors had five years from the nonemployee director’s initial appointment to our Board to comply with these guidelines. In December 2023, our Board of Directors eliminated these stock holding guidelines.
​
30 / 2024 PROXY STATEMENT
​
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION TABLE
The following table sets forth information concerning the compensation of our nonemployee directors for 2023.
​
Name(1)
​ ​
Fees
Earned
or Paid
in Cash
($)
​ ​
Stock
Awards
($)(2)
​ ​
All other
compensation
($)
​ ​
Total
($)
​
​ Christy Haubegger ​ ​ ​ ​ 137,650 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 137,650 ​ ​
​ Michael J. Malone ​ ​ ​ ​ 152,650 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 152,650 ​ ​
​ Chris Mueller ​ ​ ​ ​ 157,650 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 157,650 ​ ​
​ M. Gregory O’Hara(3) ​ ​ ​ ​ 10,638 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 10,638 ​ ​
​ Larry E. Romrell ​ ​ ​ ​ 152,650 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 152,650 ​ ​
​ J. David Wargo ​ ​ ​ ​ 167,650 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 167,650 ​ ​
​
(1)
Gregory B. Maffei and Albert E. Rosenthaler, each of whom is a director of our company and a named executive officer, received no compensation for serving as a director of our company during 2023.
​
(2)
As described above, we did not grant equity awards to our directors in 2023. However, as of December 31, 2023, our directors (other than Mr. Maffei and Mr. Rosenthaler, whose equity awards are listed in the “Outstanding Equity Awards at Fiscal Year-End” table below) held the following stock options, which were granted in previous years:
​
​ ​ ​ ​
Christy
Haubegger
​ ​
Michael J.
Malone
​ ​
Chris
Mueller
​ ​
M. Gregory
O’Hara
​ ​
Larry E.
Romrell
​ ​
J. David
Wargo
​
​ Options (#) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
LTRPA
​ ​ ​ ​ 25,776 ​ ​ ​ ​ ​ 98,084 ​ ​ ​ ​ ​ 17,485 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 98,305 ​ ​ ​ ​ ​ 176,922 ​ ​
​
(3)
Mr. O’Hara resigned from the Board, effective January 31, 2023. In connection with his resignation, he forfeited all of his equity awards outstanding at such time.
​
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 31
​
Proposal 2 – The Auditors Ratification Proposal
Proposal 2 – The Auditors Ratification Proposal
​
​
What am I being
asked to vote on
and how should I vote?
​
We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2024.
Even if the selection of KPMG LLP is ratified, the audit committee of our Board of Directors in its discretion may direct the appointment of a different independent accounting firm at any time during the year if our audit committee determines that such a change would be advisable. In the event our stockholders fail to ratify the selection of KPMG LLP, our audit committee will consider it as a direction to select other auditors for the year ending December 31, 2024.
A representative of KPMG LLP is expected to be available to answer appropriate questions at the annual meeting and will have the opportunity to make a statement if he or she so desires.
VOTE AND RECOMMENDATION
The affirmative vote of a majority of the combined voting power of the outstanding shares of our voting stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class, is required to approve the auditors ratification proposal.
​
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
​ ​
[MISSING IMAGE: ic_tickcir-pn.gif]
​
​
The Board of Directors recommends that you vote FOR this proposal because KPMG LLP is an independent firm with few ancillary services and reasonable fees, and has significant industry and financial reporting expertise.
​
AUDIT FEES AND ALL OTHER FEES
LIBERTY TRIPADVISOR
The following table presents fees incurred for professional audit services rendered by KPMG LLP for the audit of consolidated financial statements for 2023 and 2022 and fees billed for other services rendered by KPMG LLP:
​ ​ ​ ​
2023(1)
​ ​
2022(1)
​
​ Audit fees ​ ​ ​ $ 617,000 ​ ​ ​ ​ ​ 454,000 ​ ​
​ Audit related fees ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Audit and audit related fees
​ ​ ​ ​ 617,000 ​ ​ ​ ​ ​ 454,000 ​ ​
​ Tax fees(2) ​ ​ ​ ​ 20,000 ​ ​ ​ ​ ​ 41,000 ​ ​
​
Total fees
​ ​ ​ $ 637,000 ​ ​ ​ ​ ​ 495,000 ​ ​
​
​
(1)
Such fees with respect to 2023 and 2022 exclude audit fees, audit related fees and tax fees billed by KPMG LLP to Tripadvisor for services rendered, which are shown below.
​
(2)
Tax fees consist of tax compliance and consultations regarding the tax implications of certain transactions.
​
​
​
32 / 2024 PROXY STATEMENT
​
Proposal 2 – The Auditors Ratification Proposal
TRIPADVISOR
The following table presents fees incurred for professional audit services rendered by KPMG LLP for the audit of Tripadvisor’s consolidated financial statements for 2023 and 2022 and fees billed for other services rendered by KPMG LLP:
​ ​ ​ ​
2023
​ ​
2022
​
​ Audit fees(1) ​ ​ ​ $ 2,561,000 ​ ​ ​ ​ ​ 2,270,000 ​ ​
​ Audit related fees(2) ​ ​ ​ ​ — ​ ​ ​ ​ ​ 484,000 ​ ​
​
Audit and audit related fees
​ ​ ​ ​ 2,561,000 ​ ​ ​ ​ ​ 2,754,000 ​ ​
​ Tax fees(3) ​ ​ ​ ​ 35,000 ​ ​ ​ ​ ​ 27,000 ​ ​
​ Other fees(4) ​ ​ ​ ​ 3,000 ​ ​ ​ ​ ​ 3,000 ​ ​
​
Total fees
​ ​ ​ $ 2,599,000 ​ ​ ​ ​ ​ 2,784,000 ​ ​
​
​
(1)
Audit Fees include fees and expenses associated with the annual audit of our consolidated financial statements, statutory audits, review of our periodic reports, accounting consultations, review of SEC registration statements, report on the effectiveness of internal control, comfort letters, and consents and other services related to SEC matters.
​
(2)
Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and not reported under “Audit Fees,” which also includes non-recurring transaction-related services performed separate from the annual audit.
​
(3)
Tax Fees include fees and expenses for tax compliance, tax planning, and tax advice.
​
(4)
Other Fees include accounting research software.
​
Our audit committee has considered whether the provision of services by KPMG LLP to our company other than auditing is compatible with KPMG LLP maintaining its independence and believes that the provision of such other services is compatible with KPMG LLP maintaining its independence.
POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITOR
Our audit committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit services provided by our independent auditor. Pursuant to this policy, our audit committee has approved the engagement of our independent auditor to provide the following services (all of which are collectively referred to as pre-approved services):
•
audit services as specified in the policy, including (i) financial audits of our company and our subsidiaries, (ii) services associated with registration statements, periodic reports and other documents filed or issued in connection with securities offerings (including comfort letters and consents), (iii) attestations of management reports on our internal controls and (iv) consultations with management as to accounting or disclosure treatment of transactions;
​
•
audit related services as specified in the policy, including (i) due diligence services, (ii) financial statement audits of employee benefit plans, (iii) consultations with management as to the accounting or disclosure treatment of transactions, (iv) attest services not required by statute or regulation, (v) certain audits incremental to the audit of our consolidated financial statements, (vi) closing balance sheet audits related to dispositions, and (vii) general assistance with implementation of the requirements of certain SEC rules or listing standards; and
​
•
tax services as specified in the policy, including federal, state, local and international tax planning, compliance and review services, and tax due diligence and advice regarding mergers and acquisitions.
​
Notwithstanding the foregoing general pre-approval, if, in the reasonable judgment of our Senior Vice President and Chief Financial Officer, an individual project involving the provision of pre-approved services is likely to result in fees in excess of $50,000, or if individual projects under $50,000 are likely to total $250,000 during the period between the regularly scheduled meetings of the audit committee, then such projects will require the specific pre-approval of our audit committee. Our audit committee has delegated the authority for the foregoing approvals to the chairman of the audit committee, subject to his subsequent disclosure to the entire audit committee of the granting of any such approval. Chris Mueller currently serves as the chairman of our audit committee. In addition, the independent auditor is required to provide a report at each regularly scheduled audit committee meeting on all pre-approved services incurred during the preceding quarter. Any engagement of our independent auditors for services other than the pre-approved services requires the specific approval of our audit committee. Under our policy, any fees incurred by Tripadvisor in connection with the provision of services by
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 33
​
Proposal 2 – The Auditors Ratification Proposal
Tripadvisor’s independent auditor are expected to be reviewed and approved by Tripadvisor’s audit committee pursuant to Tripadvisor’s policy regarding the pre-approval of all audit and permissible non-audit services provided by its independent auditor in effect at the time of such approval. Such approval by Tripadvisor’s audit committee pursuant to its policy is deemed to be pre-approval of the services by our audit committee.
Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.
All services provided by our independent auditor during 2023 were approved in accordance with the terms of the policy in place.
​
34 / 2024 PROXY STATEMENT
​
Audit Committee Report
Audit Committee Report
​
Each member of the audit committee is an independent director as determined by our Board of Directors, based on the listing standards of Nasdaq. Each member of the audit committee also satisfies the SEC’s independence requirements for members of audit committees. Our Board of Directors has determined that Mr. Mueller is an “audit committee financial expert” under applicable SEC rules and regulations.
The audit committee reviews our financial reporting process on behalf of our Board of Directors. Management has primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements and for the public reporting process. Our independent auditor, KPMG LLP, is responsible for expressing opinions on the conformity of our audited consolidated financial statements with U.S. generally accepted accounting principles. Our independent auditor also expresses its opinion as to the effectiveness of our internal control over financial reporting.
Our audit committee has reviewed and discussed with management and KPMG LLP our most recent audited consolidated financial statements, as well as management’s assessment of the effectiveness of our internal control over financial reporting and KPMG LLP’s evaluation of the effectiveness of our internal control over financial reporting. Our audit committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the PCAOB) and the SEC, including that firm’s judgment about the quality of our accounting principles, as applied in its financial reporting.
KPMG LLP has provided our audit committee with the written disclosures and the letter required by the applicable requirements of the PCAOB regarding KPMG LLP’s communications with the audit committee concerning independence, and the audit committee has discussed with KPMG LLP that firm’s independence from our company and its subsidiaries.
Based on the reviews, discussions and other considerations referred to above, our audit committee recommended to our Board of Directors that the audited financial statements be included in the 2023 Form 10-K.
Submitted by the Members of the Audit Committee​
Chris Mueller
Michael J. Malone
J. David Wargo​
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 35
​
Proposal 3 – The Say-on-Pay Proposal
Proposal 3 – The Say-on-Pay Proposal
​
​
What am I being asked to vote on and how should I vote?
​
We are providing our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as described below in accordance with Section 14A of the Exchange Act. This advisory vote is often referred to as the “say-on-pay” vote and allows our stockholders to express their views on the overall compensation paid to our named executive officers. Our company values the views of its stockholders and is committed to the efficiency and effectiveness of our company’s executive compensation program.​
Our most recent advisory vote on the compensation of our named executive officers was held at our 2021 annual meeting of stockholders on July 28, 2021 (the 2021 annual meeting), at which stockholders representing a majority of our aggregate voting power present and entitled to vote on the say-on-pay proposal voted in favor of, on an advisory basis, our executive compensation as disclosed in our proxy statement for our 2021 annual meeting. At our 2021 annual meeting, stockholders elected to hold a say-on-pay vote every three years, and our board of directors adopted this as the frequency at which future advisory votes on executive compensation would be held. Our next advisory vote on executive compensation will be held in 2027.
We are seeking stockholder approval of the compensation of our named executive officers as disclosed in this proxy statement in accordance with applicable SEC rules, which include the disclosures under “Executive Compensation—​Compensation Discussion and Analysis,” the compensation tables (including all related footnotes) and any additional narrative discussion of compensation included herein. Stockholders are encouraged to read the “Executive Compensation—​Compensation Discussion and Analysis” section of this proxy statement, which provides an overview of our company’s executive compensation policies and procedures and how they were applied for 2023.
In accordance with Section 14A of the Exchange Act, and Rule 14a-21(a) promulgated thereunder, and as a matter of good corporate governance, our Board of Directors is asking stockholders to approve the following advisory resolution at the 2024 annual meeting of stockholders:
“RESOLVED, that the stockholders of Liberty TripAdvisor Holdings, Inc. hereby approve, on an advisory basis, the compensation paid to our company’s named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion.”
ADVISORY VOTE
Although this vote is advisory and non-binding on our Board and our company, our Board and the compensation committee, which is responsible for designing and administering our company’s executive compensation program, value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation policies and decisions for named executive officers.
VOTE AND RECOMMENDATION
This advisory resolution, which we refer to as the say-on-pay proposal, will be considered approved if it receives the affirmative vote of a majority of the combined voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class.
​
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
​ ​
[MISSING IMAGE: ic_tickcir-pn.gif]
​
​
The Board of Directors recommends that you vote FOR the say-on-pay proposal because the compensation structure is aligned with our ultimate goal of appropriately motivating our executives to increase long-term stockholder value.
​
​
​
36 / 2024 PROXY STATEMENT
​
Executive Officers
Executive Officers
​
The following lists the executive officers of our company (other than Gregory B. Maffei, our Chairman of the Board, President and Chief Executive Officer, who also serves as a director of our company and is listed under “Proposal 1—The Election of Directors Proposal”), their ages and a description of their business experience, including positions held with our company. All positions referenced in the table below include, where applicable, positions with the respective company’s predecessors.
Our executive officers will serve in such capacities until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification or removal from office.
​
[MISSING IMAGE: ph_brianjwendlingnew-4c.jpg]
​ ​
Brian J. Wendling​
​ ​
Senior Vice President and Chief Financial Officer
Age: 51
​
​
Current Positions
•
Senior Vice President and Chief Financial Officer of our company since January 2016
​
•
Principal Financial Officer and Chief Accounting Officer of Liberty Media, Qurate Retail and Liberty Broadband since July 2019 and January 2020, respectively
​
•
Principal Financial Officer and Chief Accounting Officer of Atlanta Braves Holdings since December 2022
​
•
Director of comScore, Inc. since March 2021
​
 ​ ​
Prior Positions/Experience
•
Principal Financial Officer and Chief Accounting Officer of LMAC from November 2020 to December 2022
​
•
Principal Financial Officer and Chief Accounting Officer of GCI Liberty from July 2019 and January 2020, respectively, to December 2020
​
•
Senior Vice President and Controller of each of Liberty Media, Qurate Retail and Liberty Broadband from January 2016 to December 2019 and GCI Liberty from March 2018 to December 2019
​
•
Vice President and Controller of our company from August 2014 to December 2015
​
•
Senior Vice President of Liberty Expedia from March 2016 to July 2019
​
•
Vice President and Controller of Liberty Media from November 2011 to December 2015, Qurate Retail from November 2011 to December 2015 and Liberty Broadband from October 2014 to December 2015
​
•
Various positions with Liberty Media and Qurate Retail since 1999
​
 ​
​
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​ ​
Renee L. Wilm​
​ ​
Chief Legal Officer and Chief Administrative Officer
Age: 50
​
​
Current Positions
•
Chief Legal Officer and Chief Administrative Officer of our company since September 2019 and January 2021, respectively
​
•
Chief Executive Officer of Las Vegas Grand Prix, Inc. since January 2022
​
•
Chief Legal Officer and Chief Administrative Officer of Atlanta Braves Holdings since December 2022
​
•
Chief Legal Officer and Chief Administrative Officer of Liberty Media, Qurate Retail and Liberty Broadband since September 2019 and January 2021, respectively
​
 ​ ​
Prior Positions/Experience
•
Chief Legal Officer and Chief Administrative Officer of LMAC from November 2020 – December 2022 and January 2021 – December 2022, respectively
​
•
Director of LMAC from January 2021 – December 2022
​
•
Chief Legal Officer of GCI Liberty from September 2019 – December 2020
​
•
Prior to September 2019, Senior Partner with the law firm Baker Botts L.L.P., where she represented our company, Qurate Retail, Liberty Media, Liberty Broadband and GCI Liberty and their predecessors for over twenty years, specializing in mergers and acquisitions, complex capital structures and shareholder arrangements, as well as securities offerings and matters of corporate governance and securities law compliance; while at Baker Botts L.L.P., was a member of the Executive Committee, the East Coast Corporate Department Chair and Partner-in-Charge of the New York office
​
 ​
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 37
​
EXECUTIVE COMPENSATION
Executive Compensation
​
This section sets forth information relating to, and an analysis and discussion of, compensation paid by our company to the following persons (who we collectively refer to as our named executive officers):
​ ​
GREGORY B. MAFFEI
​
​ ​
Chairman of the Board,
President and Chief
Executive Officer
​
​ ​
BRIAN J. WENDLING
​
​ ​
Senior Vice President and
Chief Financial Officer
 
​
​ ​
ALBERT E.
ROSENTHALER
​
​ ​
Former Chief Corporate
Development Officer
 
​
​ ​
RENEE L. WILM
​
​ ​
Chief Legal Officer and
Chief Administrative Officer
 
​
​
Effective as of January 1, 2024, Mr. Rosenthaler had retired from his position as the Chief Corporate Development Officer of our company.
​
[MISSING IMAGE: ic_cfo-pn.gif]
​ ​
Compensation Philosophy​
​
​
Our compensation philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value.
​
​
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​ ​
WHAT WE DO
​ ​ ​
[MISSING IMAGE: ic_xmark-4c.gif]
​ ​
WHAT WE DO NOT DO
​
​
•
A significant portion of compensation is at-risk and performance-based.
​
•
Performance targets for our executives support the long-term growth of our company.
​
•
We have a clawback policy and clawback provisions for equity-based incentive compensation.
​
 ​ ​ ​
•
Our compensation practices do not encourage excessive risk taking.
​
•
We do not provide tax gross-up payments in connection with taxable income from perquisites.
​
•
We do not engage in liberal share recycling.
​
 ​
COMPENSATION DISCUSSION AND ANALYSIS
SERVICES AGREEMENT
In connection with the Spin-Off, we entered into the services agreement with Liberty Media in August 2014, pursuant to which Liberty Media provides to our company certain administrative and management services, and we pay Liberty Media a monthly management fee, the amount of which is subject to quarterly review by our audit committee (and at least an annual review by our compensation committee). As a result, Liberty Media employees, including our named executive officers other than Mr. Maffei, who is paid certain compensation elements directly by our company pursuant to the amended services agreement as described below, are typically not separately compensated by our company other than with respect to equity awards with respect to our common stock and with respect to performance-based cash bonuses. See “—Elements of 2023 Executive Compensation—Equity Incentive Compensation” and “—Elements of 2023 Executive Compensation—2023 Performance-Based Bonuses” below for information concerning equity awards granted to and performance-based cash bonuses paid to our named executive officers in 2023.
In December 2019, the services agreement was amended (the amended services agreement) in connection with Liberty Media entering into a new employment arrangement with Mr. Maffei (the 2019 Maffei Employment Agreement). Under the amended services agreement, our company establishes, and pays or grants directly to Mr. Maffei, our allocable portion of his annual performance-based cash bonus, his annual equity-based awards and his Upfront Awards (as defined
​
38 / 2024 PROXY STATEMENT
​
EXECUTIVE COMPENSATION
below), and we reimburse Liberty Media for our allocable portion of the other components of Mr. Maffei’s compensation, as described in more detail below in “—Executive Compensation Arrangements—Gregory B. Maffei—2019 Maffei Employment Agreement.” Under the 2019 Maffei Employment Agreement, Mr. Maffei’s compensation is allocated across Liberty Media, and each of our company, Qurate Retail, Liberty Broadband and, following its split-off from Liberty Media in July 2023, Atlanta Braves Holdings (each a Service Company, or, collectively, the Service Companies) based on two factors, each weighted 50%: (i) the relative market capitalization of each series of stock of each company and (ii) the average of (a) the percentage allocation of time for all Liberty Media employees across all companies and (b) Mr. Maffei’s percentage allocation of time across all companies, unless a different allocation method is agreed. Our allocable portion of Mr. Maffei’s compensation was 5% in 2023. The salary, certain perquisite information and other compensation elements of Mr. Maffei that were not paid or granted directly by our company included in the “Summary Compensation Table” below include the portion of his compensation allocable to our company and for which we reimbursed Liberty Media and do not include the portion of his compensation allocable to Liberty Media or any of the other Service Companies. For the year ended December 31, 2023, we accrued management fees payable to Liberty Media under the amended services agreement of $2.6 million, not including the portion of Mr. Maffei’s compensation allocable to our company and for which we reimbursed Liberty Media.
ROLE OF CHIEF EXECUTIVE OFFICER IN COMPENSATION DECISIONS; SETTING EXECUTIVE COMPENSATION
As a result of the management fee paid to Liberty Media, the compensation committee typically does not expect to provide compensation to the executive officers other than to Mr. Maffei pursuant to the amended services agreement and to the other executive officers with regard to equity incentive compensation and performance cash bonuses. Mr. Maffei may make recommendations with respect to any equity compensation and performance cash bonuses to be awarded to our executive officers. It is expected that Mr. Maffei, in making any related recommendations to our compensation committee, will evaluate the performance and contributions of each of our executive officers, given his or her respective area of responsibility, and, in doing so, will consider various qualitative factors such as:
•
the executive officer’s experience and overall effectiveness;
​
•
the executive officer’s performance during the preceding year;
​
•
the responsibilities of the executive officer, including any changes to those responsibilities over the year; and
​
•
the executive officer’s demonstrated leadership and management ability.
​
When determining the extent to which the 2023 Chief RSUs and 2023 Cash Awards (each as defined below) were earned by our named executive officers, our compensation committee considered the recommendations obtained from Mr. Maffei as to the performance of Messrs. Wendling and Rosenthaler and Ms. Wilm. To make these recommendations, Mr. Maffei evaluated the performance and contributions of each such named executive officer.
In December 2019, our compensation committee approved the amended services agreement, which established the terms and conditions of our allocable portion of Mr. Maffei’s compensation for the term of the 2019 Maffei Employment Agreement. See “—Services Agreement” above.
At the 2021 annual stockholder meeting, stockholders representing a majority of the aggregate voting power of Liberty TripAdvisor present and entitled to vote on its say-on-pay proposal voted in favor of, on an advisory basis, Liberty TripAdvisor’s executive compensation, as disclosed in our proxy statement for the 2021 annual meeting of stockholders. No material changes were implemented to our executive compensation program as a result of this vote. In addition, at the 2021 annual meeting of stockholders, stockholders elected to hold a say-on-pay vote every three years. At the annual meeting, we are submitting for consideration a proposal to approve, on an advisory basis, our executive compensation. See “Proposal 3—The-Say-on-Pay Proposal.”
ROLE OF INDEPENDENT COMPENSATION CONSULTANT
Prior to entering into the amended services agreement with Liberty Media in connection with the 2019 Maffei Employment Agreement, our compensation committee engaged FW Cook, an independent and experienced compensation consultant, to assist in determining the reasonableness of compensation to be allocated to our company under the amended services agreement.
​
LIBERTY TRIPADVISOR HOLDINGS, INC. / 39
​
EXECUTIVE COMPENSATION
In order to assess the reasonableness of compensation, FW Cook evaluated the market value of Mr. Maffei’s role at our company and the proposed allocation to our company under the service arrangement. Given the unique nature of Mr. Maffei’s role at our company, FW Cook evaluated the market value of the executive job at our company through three different lenses: as Chief Executive Officer, Chairman of the Board, and managing partner of a private equity firm.
In assessing the reasonableness of pay as Chief Executive Officer or Chairman of the Board, FW Cook and the compensation committee reviewed pay data for companies comparable to ours, including companies in the online travel, real estate, insurance, media and marketplace industries, and companies with which we may compete for executive talent and stockholder investment and also included companies in those industries that are similar to our company in size, geographic location or complexity of operations. In assessing the reasonableness of pay as a managing partner of a private equity firm, FW Cook and the compensation committee reviewed survey data regarding the compensation of private equity professionals.
ELEMENTS OF 2023 EXECUTIVE COMPENSATION
For 2023, the principal components of compensation for the named executive officers were:
•
in the case of Mr. Maffei, base salary and perquisites and other limited personal benefits;
​
•
a performance-based bonus, payable in cash; and
​
•
performance-based restricted stock units and a performance-based cash award granted under the 2019 incentive plan.
​
BASE SALARY
Mr. Maffei’s base salary is governed by the terms of the 2019 Maffei Employment Agreement. For 2023, Mr. Maffei’s base salary was $3,000,000, as prescribed by the 2019 Maffei Employment Agreement. Pursuant to the 2019 Maffei Employment Agreement and the amended services agreement, Liberty Media pays Mr. Maffei’s base salary directly, and we reimburse Liberty Media for our allocable portion. In 2023, the portion of Mr. Maffei’s aggregate annual base salary allocated to our company was 5% or $150,000.
2023 PERFORMANCE-BASED BONUSES
Overview. For 2023, our compensation committee adopted an annual, performance-based bonus program for each of Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm. The 2023 bonus program was comprised of two components: a bonus amount payable based on each participant’s individual performance (the Individual Performance Bonus) and a bonus amount payable based on the corporate performance of our company, Liberty Media, Qurate Retail and Liberty Broadband (the Corporate Performance Bonus).
​
40 / 2024 PROXY STATEMENT
​
EXECUTIVE COMPENSATION
Individual Performance Bonus
(60% weighting)
​ ​ ​ ​ ​
Corporate Performance Bonus
(40% weighting)
​
•
Based on each named executive officers’ personal, department and corporate related goals
​
•
Named executive officer provided a self-evaluation of their achievements, and in the case of Messrs. Wendling and Rosenthaler and Ms. Wilm, Mr. Maffei also provided an evaluation
​
•
Compensation committee reviewed goals, evaluations and achievements before approving a specific payout for each named executive officer
​
 ​ ​
[MISSING IMAGE: bc_annual-pn.jpg]
​ ​
•
30% based on consolidated financial results of all subsidiaries and major investments within our company, Liberty Media, Qurate Retail and Liberty Broadband
​
•
10% based on consolidated revenue results
​
•
10% based on consolidated adjusted OIBDA results
​
•
10% based on consolidated free cash flow results
​
•
10% based on corporate level achievements such as merger and acquisition activity, investments, financings, sustainability initiatives, SEC/audit compliance, litigation management and tax compliance
​
 ​
Pursuant to the 2019 Maffei Employment Agreement, Mr. Maffei was assigned a target bonus opportunity under the performance-based bonus program equal to $17 million in the aggregate for Liberty Media, our company and each of Qurate Retail and Liberty Broadband. That bonus amount was split among, and payable directly by, Liberty Media, our company, Qurate Retail and Liberty Broadband, with payment subject to the achievement of one or more performance metrics as determined by the applicable company’s compensation committee. In 2023, the portion of Mr. Maffei’s aggregate target bonus amount allocated to our company was 5% or $850,000. The portions of Mr. Maffei’s aggregate target bonus amount allocated to each of Liberty Media, Qurate Retail and Liberty Broadband pursuant to the amended services agreements was 61% (or $10,370,000), 11% (or $1,870,000) and 23% (or $3,910,000), respectively.
Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm were assigned in March 2023 a maximum bonus opportunity under the performance-based bonus program, which would be allocated to each of our company, Liberty Media, Qurate Retail and Liberty Broadband in the same percentage as the allocation for Mr. Maffei’s target bonus opportunity (the Maximum Performance Bonus). The portion of the Maximum Performance Bonus allocated to the Liberty TripAdvisor program was $1,700,000, $65,093, $119,094 and $120,273 for Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm, respectively (the LTAH Maximum Performance Bonus). The LTAH Maximum Performance Bonus amounts are up to 200% of Mr. Maffei’s target annual bonus allocated to our company under the 2019 Maffei Employment Agreement and our company’s allocable portion of up to 200% of base pay for each of Messrs. Wendling and Rosenthaler and Ms. Wilm. The portion of the Maximum Performance Bonus allocated to Liberty Media, Qurate Retail and Liberty Broadband was $20,740,000, $3,740,000 and $7,820,000, respectively, for Mr. Maffei, $794,133, $143,204 and $299,427, respectively, for Mr. Wendling, $1,452,945, $262,007 and $547,832, respectively, for Mr. Rosenthaler and $1,467,327, $264,600 and $553,254, respectively, for Ms. Wilm.
Following the split-off of Atlanta Braves Holdings from Liberty Media in July 2023, a portion of Mr. Maffei’s aggregate target bonus amount and Messrs. Maffei’s, Wendling’s and Rosenthaler’s and Ms. Wilm’s Maximum Performance Bonus previously allocated to Liberty Media was reallocated to Atlanta Braves Holdings. Following such reallocation, the portion of Mr. Maffei’s aggregate target bonus amount allocated to each of Liberty Media and Atlanta Braves Holdings was 54% (or $9,180,000) and 7% (or $1,190,000), respectively, and the portion of the Maximum Performance Bonus allocated to each of Liberty Media and Atlanta Braves Holdings was $18,360,000 and $2,380,000, respectively, for Mr. Maffei, $703,003 and $91,130, respectively, for Mr. Wendling, $1,286,214 and $166,731, respectively, for Mr. Rosenthaler and $1,298,945 and $168,382, respectively, for Ms. Wilm. The portions of Mr. Maffei’s aggregate target bonus amount and Messrs. Maffei’s, Wendling’s and Rosenthaler’s and Ms. Wilm’s Maximum Performance Bonus allocated to each of our company, Qurate Retail and Liberty Broadband remained the same.
Each participant was entitled to receive from our company an amount (the LTAH Maximum Individual Bonus) equal to 60% of the LTAH Maximum Performance Bonus for that participant. The LTAH Maximum Individual Bonus was subject to
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LIBERTY TRIPADVISOR HOLDINGS, INC. / 41
​
EXECUTIVE COMPENSATION
reduction based on a determination of the participant’s achievement of qualitative criteria established with respect to the services to be performed by the participant on behalf of our company. Under the corollary program of Liberty Media and the corollary programs of the other Service Companies, each participant was entitled to receive from each of Liberty Media and the other Service Companies a maximum individual bonus equal to 60% of his or her Maximum Performance Bonus allocable to Liberty Media and each other Service Company, subject to reduction based on a determination of the participant’s achievement of qualitative criteria established with respect to the services to be performed by the participant on behalf of Liberty Media and the other Service Companies. Our compensation committee believes this construct was appropriate in light of the amended services agreement and the fact that each participant splits his or her professional time and duties.
Each participant was entitled to receive from our company an amount (the LTAH Maximum Corporate Bonus) equal to 40% of his or her LTAH Maximum Performance Bonus, subject to reduction based on a determination of the consolidated corporate performance of our company, Liberty Media and the other Service Companies. Under the corollary program of Liberty Media and the corollary programs of the other Service Companies, each participant was entitled to receive from each of Liberty Media and the other Service Companies a bonus that is 40% of each of Liberty Media’s and the other Service Companies’ allocable portion of the Maximum Performance Bonus, which was subject to reduction based on a determination of the consolidated corporate performance of our company, Liberty Media and the other Service Companies.
In December 2023, our compensation committee and the compensation committees of Liberty Media and each other Service Company reviewed contemporaneously our respective named executive officers’ individual performance and consolidated corporate performance under each company’s program. Notwithstanding this joint effort, our compensation committee retained sole and exclusive discretion with respect to the approval of award terms and amounts payable under our bonus program.
Individual Performance Bonus. Our compensation committee reviewed the individual performance of each participant to determine the reductions that would apply to each participant’s LTAH Maximum Individual Bonus. Our compensation committee took into account a variety of factors, without assigning a numerical weight to any single performance measure. This determination was based on reports to our Board, the observations of committee members throughout the year, executive self-evaluations and, with respect to the participants other than Mr. Maffei, the observations and input of Mr. Maffei. In evaluating the performance of each of the participants for determining the reduction that would apply to each named executive officer’s LTAH Maximum Individual Bonus, the following performance objectives related to our company which had been assigned to each participant for 2023 were considered:
​
GREGORY B. MAFFEI
​
​ Chairman of the Board, President and Chief Executive Officer ​
​
Performance Objectives:
•
Pursue new strategic alternatives and investments around core business
​
•
Oversee capital allocation and manage liquidity
​
 ​ ​
•
Provide leadership and professional development opportunities to our management team
​
•
Continue development of sustainability program
​
 ​
​
BRIAN J. WENDLING
​
​ Senior Vice President and Chief Financial Officer ​
​
Performance Objectives:
•
Ensure timely and accurate internal and external financial reports
​
•
Maintain a robust control environment at the corporate and subsidiary levels
​
•
Assist with evaluation of strategic alternatives
​
 ​ ​
•
Monitor and optimize capital structure and liquidity
​
•
Continue to improve cyber security profile and prepare for new SEC cybersecurity rules
​
 ​
​
42 / 2024 PROXY STATEMENT
​
EXECUTIVE COMPENSATION
​
ALBERT E. ROSENTHALER
​
​ Former Chief Corporate Development Officer ​
​
Performance Objectives:
•
Evaluate acquisition and investment opportunities
​
•
Evaluate capital structure and assist with capital alternatives
​
 ​ ​
•
Assist with tax compliance
​
 ​
​
RENEE L. WILM
​
​ Chief Legal Officer and Chief Administrative Officer ​
​
Performance Objectives:
•
Support corporate development in the evaluation of strategic investments; provide legal support for execution of selected opportunities
​
•
Evaluate and optimize capital structure and liquidity solutions
​
 ​ ​
•
Provide legal support with regard to litigation, corporate matters and compliance matters
​
•
Continue to develop and refine active government affairs program
​
•
Manage executive compensation arrangements and equity award programs
​
•
Advance diversity and inclusion efforts
​
 ​
Following a review of the participants’ performance and a review of the time allocated to matters for our company, our compensation committee determined to pay each participant the following portion of his or her LTAH Maximum Individual Bonus:
​
Name
​ ​
LTAH
Maximum
Individual Bonus
​ ​
Percentage Payable
​ ​
Aggregate Dollar
Amount
​
​ Gregory B. Maffei ​ ​ ​ $ 1,020,000 ​ ​ ​ ​ ​ 81.25% ​ ​ ​ ​ $ 828,750 ​ ​
​ Brian J. Wendling ​ ​ ​ $ 39,056 ​ ​ ​ ​ ​ 81.25% ​ ​ ​ ​ $ 31,733 ​ ​
​ Albert E. Rosenthaler ​ ​ ​ $ 71,456 ​ ​ ​ ​ ​ 81.25% ​ ​ ​ ​ $ 58,058 ​ ​
​ Renee L. Wilm ​ ​ ​ $ 72,164 ​ ​ ​ ​ ​ 93.75% ​ ​ ​ ​ $ 67,653 ​ ​
Corporate Performance Bonus. Our compensation committee then made a determination as to the portion, if any, that would be payable to each participant for his or her LTAH Maximum Corporate Bonus, a portion of which is attributable to consolidated financial measures of the Operating Companies (as defined below) as a group and a portion of which is attributable to corporate-level achievements. In making this determination, our compensation committee reviewed forecasts of 2023 adjusted OIBDA (as defined below), revenue and free cash flow (financial measures) for QVC, HSN, Inc., Cornerstone Brands, Inc., Sirius XM, Braves Holdings, LLC, Formula 1, GCI Holdings, LLC and proportionate shares of Live Nation, Charter and Tripadvisor (collectively, the Operating Companies), all of which forecasts were prepared in December 2023 and are set forth in the table below. Also set forth in the table below are the corresponding actual financial measures achieved for 2023, which deviated from our forecasts as indicated below. Although forecasted revenue, adjusted OIBDA and free cash flow deviated from the actual result, none of the deviations would have materially affected the amounts paid under the corporate performance bonus portion of the program.
For purposes of the bonus program, adjusted OIBDA is defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), impairments and fire related costs. Sirius XM, Live Nation, Charter, and Tripadvisor do not report adjusted OIBDA information. As a result, in order to determine their financial results, we used the most similar non-GAAP measures reported by each of these companies. We used adjusted EBITDA as reported by Sirius XM, Charter, and Tripadvisor and adjusted Operating Income, or AOI, as reported by Live Nation. For a definition of adjusted EBITDA as defined by Sirius XM, see Sirius XM’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 1, 2024. For a definition of adjusted EBITDA as defined by Charter, see Charter’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 2, 2024. For a definition of adjusted EBITDA as
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LIBERTY TRIPADVISOR HOLDINGS, INC. / 43
​
EXECUTIVE COMPENSATION
defined by Tripadvisor, see Tripadvisor’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 16, 2024. For a definition of AOI as defined by Live Nation, see Live Nation’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 22, 2024.
​ ​ ​ ​
(dollar amounts in millions)
​
​ ​ ​ ​
2023 Forecast
​ ​
2023 Actual
​ ​
Actual /​
Forecast
​
​ Revenue(1) ​ ​ ​ $ 48,283 ​ ​ ​ ​ $ 48,641 ​ ​ ​ ​ ​ 0.7% ​ ​
​ Adjusted OIBDA(1) ​ ​ ​ $ 12,498 ​ ​ ​ ​ $ 12,498 ​ ​ ​ ​ ​ 0.0% ​ ​
​ Free Cash Flow(1)(2) ​ ​ ​ $ 4,103 ​ ​ ​ ​ $ 4,340 ​ ​ ​ ​ ​ 5.8% ​ ​
​
(1)
Revenue, adjusted OIBDA and Free Cash Flow amounts represent the consolidated summation of the Operating Companies. All calculations were performed on a constant currency basis.
​
(2)
Defined for purposes of the bonus program as adjusted OIBDA less all other operating and investing items on a constant currency basis.
​
Based on a review of the above forecasts and consideration of Operating Company performance against plan for these financial measures by the compensation committees of our company, Liberty Media, Qurate Retail and Liberty Broadband, the compensation committees determined that the financial measures relating to the Operating Companies were achieved to the extent described below:
​
Financial Measure
​ ​
Percentage Payable
​
​ Revenue(1) ​ ​
7% of a possible 10%
​
​ Adjusted OIBDA(1) ​ ​
6% of a possible 10%
​
​ Free Cash Flow(1)(2) ​ ​
7% of a possible 10%
​
Percentage payable was based on 2023 forecasted financial measures compared to 2023 budgeted financial measures, with a 7% possible payout if forecasted financial measures equaled budgeted financial measures, and a payout range of 0% to 10% if forecasted financial measures were less than or greater than budgeted financial measures. Our compensation committee then translated the achievement of these financial measures into a percentage payable (20% of a possible 30%, or 67%) to each participant of his or her LTAH Maximum Corporate Bonus related to financial measures, as follows:
​
Name
​ ​
LTAH
Maximum
Corporate
Bonus Related to
Financial Measures
​ ​
Percentage
Payable
​ ​
Aggregate
Dollar Amount
​
​ Gregory B. Maffei ​ ​ ​ $ 510,000 ​ ​ ​ ​ ​ 67% ​ ​ ​ ​ $ 340,000 ​ ​
​ Brian J. Wendling ​ ​ ​ $ 19,528 ​ ​ ​ ​ ​ 67% ​ ​ ​ ​ $ 13,019 ​ ​
​ Albert E. Rosenthaler ​ ​ ​ $ 35,728 ​ ​ ​ ​ ​ 67% ​ ​ ​ ​ $ 23,819 ​ ​
​ Renee L. Wilm ​ ​ ​ $ 36,082 ​ ​ ​ ​ ​ 67% ​ ​ ​ ​ $ 24,055 ​ ​
In December 2023, our compensation committee considered combined corporate-level achievements for our company, Liberty Media and each of the other Service Companies in determining that 9% of a possible 10% of a portion of the LTAH Maximum Corporate Bonus would be payable to each participant. In making this determination, the compensation committee considered merger and acquisition activity, investments, financings, sustainability initiatives, SEC/audit compliance, litigation management and tax compliance. The achievements and percentage payable translated to the following payment for each participant:
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44 / 2024 PROXY STATEMENT
​
EXECUTIVE COMPENSATION
​
Name
​ ​
LTAH Maximum
Corporate Bonus
Related to
Corporate-Level
Achievements
​ ​
Percentage
Payable
​ ​
Aggregate
Dollar Amount
​
​ Gregory B. Maffei ​ ​ ​ $ 170,000 ​ ​ ​ ​ ​ 90% ​ ​ ​ ​ $ 153,000 ​ ​
​ Brian J. Wendling ​ ​ ​ $ 6,509 ​ ​ ​ ​ ​ 90% ​ ​ ​ ​ $ 5,858 ​ ​
​ Albert E. Rosenthaler ​ ​ ​ $ 11,909 ​ ​ ​ ​ ​ 90% ​ ​ ​ ​ $ 10,718 ​ ​
​ Renee L. Wilm ​ ​ ​ $ 12,027 ​ ​ ​ ​ ​ 90% ​ ​ ​ ​ $ 10,825 ​ ​
Aggregate Results. The following table presents information concerning the aggregate 2023 performance-based bonus amounts payable to each named executive officer by our company after giving effect to the determinations described above.
​
Name
​ ​
Individual
Performance
Bonus
​ ​
Corporate
Performance
Bonus Related to
Financial Measures
​ ​
Corporate
Performance
Bonus Related to
Corporate-Level
Achievements
​ ​
Total
Bonus
​
​ Gregory B. Maffei ​ ​ ​ $ 828,750 ​ ​ ​ ​ $ 340,000 ​ ​ ​ ​ $ 153,000 ​ ​ ​ ​ $ 1,321,750 ​ ​
​ Brian J. Wendling ​ ​ ​ $ 31,733 ​ ​ ​ ​ $ 13,019 ​ ​ ​ ​ $ 5,858 ​ ​ ​ ​ $ 50,610 ​ ​
​ Albert E. Rosenthaler ​ ​ ​ $ 58,058 ​ ​ ​ ​ $ 23,819 ​ ​ ​ ​ $ 10,718 ​ ​ ​ ​ $ 92,596 ​ ​
​ Renee L. Wilm ​ ​ ​ $ 67,653 ​ ​ ​ ​ $ 24,055 ​ ​ ​ ​ $ 10,825 ​ ​ ​ ​ $ 102,533 ​ ​
Our compensation committee then noted that, when combined with the total 2023 performance-based bonus amounts paid by Liberty Media and the other Service Companies to the overlapping named executive officers, Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm received $26,090,750, $1,012,195, $1,851,911 and $2,050,650, respectively. For more information regarding these bonus awards, please see the “Grants of Plan-Based Awards” table below.
EQUITY INCENTIVE COMPENSATION