Booking : 2026 Proxy Statement and Annual Report
BKNG
Published on 04/22/2026 at 11:04 am EDT
2026
Notice of Annual Stockholders' Meeting and Proxy Statement
Tuesday, June 2, 2026 | 11:00 AM ET
Our mission is to make it easier for everyone to experience the world. We aim to:
operate our business sustainably and support more sustainable travel choices by our consumers and partners.
offer platforms, tools, and insights to our partners to drive mutual growth.
create innovative and valuable Gen AI-powered consumer and partner offerings.
provide consumers with comprehensive choices and value, including expanding the range of travel-related products and services available on our platforms.
make it easy for people to plan, find, book, pay for, and experience travel.
Experiences of Every
Kind, For Everyone.
Absolute Integrity.
Relentless
Innovation.
Diversity Gives
Us Strength.
The Sum is Greater
Than Our Parts.
We believe that by making it easier for everyone to experience the world, we are doing our part to create a more connected and understanding world.
We strive to do the right thing and achieve success with integrity and accountability.
We are never satisfied with the status quo, and push to innovate every day.
We operate in over 220 countries and territories and 40+ languages, and believe that diverse ideas, people, and experiences contribute to our success.
Our people are our strength. Together, we make it easier for everyone to experience the world.
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 6
PROXY SUMMARY 7
Our 2025 Financial Performance 8
Corporate Governance Highlights 8
Our Board 9
Executive Compensation Highlights 10
12
PROPOSAL 1
CORPORATE GOVERNANCE 11
Election of Directors
Nominees for Election as Directors 13
Nomination and Election Process 25
Board Evaluations 27
Corporate Governance Highlights 28
Our Board's Role in Company Strategy 30
Board's Role in Risk Oversight 30
Board Committees 32
Director Independence 35
Certain Relationships and Related
Person Transactions 35
Other Governance Policies and Practices 36
Sustainability and Inclusion 37
Cybersecurity & Privacy 38
Security Ownership of Certain Beneficial
Owners and Management 39
EXECUTIVE COMPENSATION 41
A Letter from the Talent and Compensation
Committee to our Stockholders 42
Compensation Discussion and Analysis 43
Executive Summary 43
Compensation Philosophy and Objectives 47
Compensation Best Practices 47
Pay Elements 48
How We Measure Performance 49
How We Make Compensation Decisions 49
Other Components of Executive Compensation 61
Compensation Governance Matters 62
Talent and Compensation Committee Report 63
Summary Compensation Table 64
Grants of Plan-Based Awards Table 66
Outstanding Equity Awards at 2025
Fiscal Year-End Table 67
Option Exercises and Stock Vested Table 69
Employment Contracts, Termination of Employment,
and Change in Control Arrangements 69
Potential Payments Upon a Change in
Control and/or Termination 76
2025 CEO Pay Ratio 78
Pay Versus Performance 79
Equity Compensation Plan Information 84
Non-Employee Director Compensation and Benefits 85
Delinquent Section 16(a) Reports Section 87
Talent and Compensation Committee Interlocks
and Insider Participation 87
88
PROPOSAL 2
Compensation Risk Assessment 87
Advisory Vote to Approve 2025 Executive Compensation
AUDIT MATTERS 89
Report of the Audit Committee 90
93
PROPOSAL 3
Auditor Independence 92
Ratification of Selection of Independent Registered Public Accounting Firm
BOARD OF DIRECTORS &
96
PROPOSAL 4
STOCKHOLDER PROPOSALS 95
98
PROPOSAL 5
Board of Directors Proposal - Amendment to Restated Certificate of Incorporation to Provide for Officer Exculpation
101
PROPOSAL 6
Stockholder Proposal - Avoid Brand Damage due to Corporate Political Spending
Stockholder Proposal - Stockholder Resolution Regarding Business Operations in Illegal Settlements
2027 Stockholder Proposals 105
OTHER MATTERS 107
Other Matters 108
Annual Meeting Information 109
APPENDICES 113
APPENDIX A 114
Unaudited Reconciliation of GAAP to Non-GAAP
Financial Information 114
Non-GAAP Financial Measures 118
APPENDIX B 119
Certificate of Amendment of the Restated Certificate
of Incorporation of Booking Holdings Inc. 119
APPENDIX C 120
Form of Proxy Card 120
APRIL 21, 2026
Dear Stockholders,
For nearly three decades, Booking Holdings has helped transform travel through innovative technology. Today, we are at another pivotal moment for our industry. Generative AI is accelerating innovation and reshaping how we advance our mission: To Make It Easier For Everyone To Experience The World. As with past technological leaps, we believe
Generative AI will serve as a powerful catalyst for innovation and growth. As a result, I have never been more optimistic about the long-term future of travel or more confident in the opportunities ahead for Booking Holdings.
While there will always be short-term disruptions to travel due to conflicts, natural disasters or periods of economic slowdown, looking at the long-term, travel demand remains a powerful and growing force, driven by the deep human desire to explore, connect and experience the world. Our customers, both travelers and partners, want value, reliability, and service. Our commitment to delivering that earns their trust, and is an important reason why they choose us today and we believe they will continue to choose us in the years ahead.
2025: Strong Execution Amidst Technological Evolution
Against this backdrop and amidst this latest technology transformation - which was well underway throughout 2025 - the past year was one of disciplined growth. We delivered solid financial performance while investing thoughtfully in our longterm strategy, delivering gross booking growth that outpaced the broader accommodations industry.
We booked more than 1.2 billion room nights, an increase of 8% year over year. Financially we achieved $26.9 billion in revenues, up 13% compared to the prior year, $5.4 billion in net income, down 8% from the prior year, and adjusted EBITDA of $9.9 billion, reflecting a 20% increase. See Appendix A for a reconciliation of non-GAAP financial measures to GAAP financial measures.
We generated approximately $9.4 billion in net cash provided by operating activities and approximately $9.1 billion in free cash flow. We returned $8.2 billion to stockholders through share repurchases, dividends, and $1.1 billion utilized to settle the conversion premium on our convertible notes at maturity to avoid dilution from settlement in stock. Since restarting our repurchase program in 2022, we have returned more than 100% of our free cash flow to stockholders and reduced our share count by 22%, after accounting for shares issued for employee equity compensation. We also increased our quarterly dividend by 10% in the first quarter of 2025, reflecting confidence in our long-term trajectory. We continued enhancing the travel experience across our platform, saw strong growth in Asia and the United States, and further expanded our AI driven capabilities in our effort to deliver greater value to both travelers and partners.
Beyond the numbers, we made meaningful progress advancing our strategic vision across Booking.com, Priceline, Agoda, Kayak, and OpenTable. These investments are focused on improving how trips are discovered, planned, booked, and managed, while further strengthening the tools, insights, and services provided to our supply partners. Over time, our opportunity lies in further connecting our data and travel technology expertise in real time to seamlessly support every aspect of a trip - before, during, and post-stay - driving incremental demand for our supply partners. Our data, deep industry knowledge, and relationships with millions of partners on the ground remain a critical differentiator to propel
future growth.
Looking ahead, I am highly encouraged by the opportunities ahead for our company. The long-term drivers of our industry remain compelling, and our mission and the principles that have guided us since our inception will continue to shape our path forward.
Travel's Foundations are Stronger Than Ever
We have seen that travel has consistently grown faster than global GDP. And as prosperity rises and access to opportunities expand, people increasingly view travel not as a luxury, but as an essential part of their lives.
The structural backdrop is no different today. Rising incomes are expanding the global traveler base, longer and healthier lives are extending active travel years, and demand is broadening across regions and generations. Travel flows are evolving, with growth coming from both established markets and faster growing regions around the world.
Our industry will always face periods of volatility, but travel has consistently proven to be resilient. It recovers because the underlying human desire to travel does not fade.
Delivering Value for our Customers
Delivering superior technology and exceptional value to our customers is the cornerstone of enduring success. We serve two sets of customers - travelers and supplier partners - and our ability to create differentiated value for both drives loyalty, growth, and long-term stronger competitive positioning.
For travelers, we continued advancing our Connected Trip vision, centered on reducing friction and increasing relevance across the traveler journey. In 2025, connected transactions, meaning trips that included bookings across more than one vertical, grew in the high 20% range and represented a low double digit percentage of Booking.com's total transactions. This demonstrates that travelers trust us to manage multiple aspects of their trips.
We also strengthened our Genius loyalty program, now available in more than 200 countries and territories and spanning a broad range of supply, including independent properties and alternative accommodations. The value of Genius is straightforward: reward loyal travelers with meaningful benefits while delivering incremental bookings to our partners.
Last year, Level 2 and Level 3 Genius travelers represented over 30% of our active base and accounted for a high-50% share of room nights, up from 2024. These travelers book more frequently, book further in advance, and return more consistently.
We continued to expand our Alternative Accommodations supply, reaching 8.6 million listings at year end, to better serve evolving traveler preferences. Alternative Accommodations room night growth once again outpaced both our core hotel business and the broader alternative accommodations industry, underscoring sustained demand for flexibility, variety, and choice.
For our partners, our value proposition remains foundational to our two sided marketplace, particularly as technology and consumer behavior continue to evolve. Independent partners drive the vast majority of our room nights, while the top 10 global hotel chains represent only a low double digit percentage of Booking.com's total room nights. Partners work with us not only for the demand we generate, but also for our data driven insights and integrated technology solutions across payments and advertising, among others, which help them operate effectively and more efficiently in an increasingly complex digital environment.
Strong partnerships, however, require more than technology. They require collaboration, local expertise, and shared success. That is why we maintain dedicated partner services teams around the world, working closely with our supply partners to improve performance and adapt to local market dynamics.
This partnership model is especially important as international travel continues to be a meaningful driver of long-term growth, even as it introduces greater complexity across language, payments, and service. To help our partners navigate that complexity, we have made targeted investments including accelerating the integration of Generative AI to improve customer service response times, enhancing local language capabilities, and expanding our global payments platform to support more than 100 payment methods and over 50 currencies.
By continuously enhancing value on both sides of our marketplace, we reinforce the foundation for sustainable, long-term growth.
Technology as an Enabler for Growth and Opportunities
Technology is at the core of our value proposition.
From our earliest days, we have been a technology led company. We have deployed traditional AI at scale for more than a decade and our approach to Generative AI builds on that foundation. As with every wave of innovation, we focus on practical application, deploying technology where it delivers tangible and measurable outcomes for our customers, our partners, and our business. We continuously enhance our existing products while testing and learning quickly to help shape what comes next in travel. And that mindset is even more critical in a Generative AI driven world.
The pace of innovation today is even faster. Generative AI is reshaping how people search for, plan, book, and experience travel. Across our brands, thousands of engineers, data scientists, and product teams are working on embedding this technology throughout the traveler journey.
In 2025, we introduced capabilities that enable natural language search during discovery, smart filters and property summaries to support booking decisions, and interactive AI assistants that provide faster and more personalized support before and during travel. As we work to scale these capabilities in accommodations, we are also expanding some of them into additional verticals and have introduced voice functionality.
We are also partnering with leading AI innovators to explore emerging consumer behaviors and new entry points into travel. As large language model platforms evolve and new demand pathways develop, we are well positioned to participate in and help shape that demand - much as we have done throughout our history when new demand pathways emerged and customer behavior evolved. At the same time, we remain focused on growing our direct relationships with travelers. Whether people begin their journey on review sites, search engines, social media apps or now through LLMs, our global marketing efforts seek to meet the customer in the right channel, at the right moment in time to deliver the superior technology-driven booking experience that has driven the growth of this company for decades, while encouraging deeper direct engagement with our platforms.
Even with progress already underway, we believe we are only beginning to realize how transformative this technology can be for the travel experience. Over time, we envision a seamless and personalized experience in which AI-powered agents help coordinate trips with greater customization, context, and convenience.
Our company culture is rooted in an obsession with making travel easier. In an era of rapid technological advancement, our ability to combine proprietary data, advanced technological expertise, deep experience operating across more than 220 countries and territories, and millions of properties enables us to deliver differentiated value. Together, these strengths, reinforced by continued investment in AI capabilities and operational excellence, create a durable foundation for long-term success.
Closing
The global travel market and demand for travel continue to grow, creating a runway of opportunity ahead. As a leader in our industry, we remain focused on pioneering the next waves of innovation that will enhance value across both sides of our marketplace. Advances in AI can be a tailwind for us going forward, allowing us to make things more intuitive, personalized, and efficient across our marketplace.
But we know that trust is earned every day and at every touchpoint with our customers. We must remain agile, continue to adapt, and challenge ourselves to improve. We will keep testing and learning with discipline, stay humble yet ambitious, remain grounded in what our customers need, and operate with integrity while delivering strong results.
We have always been a forward-looking company, anticipating change and evolving our business to stay ahead of it. Our journey has only been made possible by the dedication of our employees, the guidance of our Board, and the continued trust of our stockholders.
Together, we will continue building for the long-term. Thank you.
Glenn Fogel
Chief Executive Officer Booking Holdings Inc.
APRIL 21, 2026
Dear Stockholder,
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Booking Holdings Inc. to be held at 11:00 a.m. Eastern Time on Tuesday, June 2, 2026.
You may attend the Annual Meeting, which will be held virtually, by visiting the website www.virtualshareholdermeeting.com/ BKNG2026. To ask questions and vote, you will need the 16-digit control number that appears on your Notice
of Internet Availability of Proxy Materials, on the proxy card, or on the instructions that accompanied the proxy materials.
The proxy statement provides information about Booking Holdings Inc. in addition to describing the business we will conduct at the meeting.
Whether or not you plan to attend, please mark, sign, date, and return your proxy card in the enclosed envelope as soon as possible or vote online or by calling the toll-free telephone number as described in the instructions included in your proxy card. Your stock will be voted in accordance with the instructions you give in your proxy card. You may attend the Annual Meeting and vote through the virtual meeting platform, even if you have previously voted, by following the instructions included in the proxy statement. We hope you are able to join us on June 2.
Sincerely,
Robert J. Mylod, Jr. Chair of the Board April 21, 2026
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Board of Directors of Booking Holdings Inc. is soliciting your proxy for the 2026 Annual Meeting of Stockholders.
DATE AND TIME
Tuesday, June 2, 2026 11:00 a.m. Eastern Time
LOCATION
https://www.virtualshareholdermeeting.com/ BKNG2026
See How to Attend the Annual Meeting on page 111
RECORD DATE
The Board of Directors fixed the close of business on April 7, 2026 as the record date for identifying those stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the Annual Meeting. On April 2, 2026 the Company effected a 25-for-1 forward stock split (the "Stock Split"). Share numbers reflect the impact of the Stock Split.
ITEMS OF BUSINESS AND BOARD RECOMMENDATIONS:
1
2
3
4
5 & 6
Non-binding stockholder proposals, if properly presented
AGAINST
Page 98
Amendment of the Company's certificate of incorporation to provide for the exculpation of officers
FOR
Page 96
Ratification of selection of the independent registered public accounting firm
FOR
Page 93
Advisory vote to approve 2025 executive compensation
FOR
Page 88
Election of eleven directors
FOR ALL
Page 12
As well as other business as may properly come before the meeting or any adjournment or postponement of the meeting. Even if you have given your proxy, you may still vote on the virtual meeting platform if you attend the Annual Meeting.
Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name to obtain a 16-digit control number.
AT THE MEETING
ONLINE
TELEPHONE
To attend the Annual Meeting, visit
https://www.virtualshareholdermeeting.com/ BKNG2026. To vote or ask questions during the Annual Meeting, you must have the 16-digit control number included on your proxy card or Notice of Internet Availability of Proxy Materials.
You may vote online at
https://www.proxyvote.com or by scanning the QR code on your proxy card.
You may vote by calling
1-800-690-6903, a
toll-free number.
Complete, date, and sign
the enclosed proxy card and return it in the enclosed postage prepaid envelope (if mailed in the United States).
This proxy statement and our 2025 Annual Report are also available on our website at https://ir.bookingholdings.com/financials/ annual-reports/default.aspx.
April 21, 2026
By order of the Board of Directors
Caitlin Kobialka
Corporate Secretary
Norwalk, Connecticut
PROXY SUMMARY
OUR MISSION IS TO MAKE IT EASIER FOR EVERYONE TO EXPERIENCE THE WORLD
Booking Holdings Inc. (the "Company," "Booking Holdings," "we," "our," or "us") is the world's leading provider of online travel and related services. We offer these services through five primary consumer-facing brands:
Accommodations Ground Transportation Flights Activities Restaurants Meta Search
Booking.com
Priceline
Agoda
KAYAK
OpenTable
FORBES
FORTUNE
TIME
COUNTRIES AND TERRITORIES
LANGUAGES
PROPERTIES
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. 7
Our 2025 Financial Performance
In 2025, we achieved an all-time high of over 1.2 billion room nights booked on our platforms, and new records in gross bookings, revenues, and Adjusted EBITDA. Through our transformation program, we enabled approximately $550 million in annual run-rate savings, creating capacity for us to strategically invest to support sustained growth and long-term value creation. We also prioritized returning capital to stockholders by repurchasing $5.9 billion in shares (excluding share repurchases related to employee tax withholding and excise taxes on share repurchases), paying out $1.2 billion in cash dividends, and utilizing $1.1 billion to settle the conversion premium on our convertible notes at maturity, representing 88% of net cash provided by operating activities in 2025. We made steady progress on the initiatives that support our long-term strategy by advancing our Connected Trip vision, executing our growth strategies in Asia and the U.S., and continuing to build out AI capabilities that create more value for both consumers and partners. For additional information regarding our business and financial performance, please see our Annual Report on Form 10-K for the year ended December 31, 2025.
GROSS BOOKINGS ROOM NIGHTS
12% increase compared to 2024
8% increase compared to 2024
REVENUES NET INCOME
13% increase compared to 2024
8% decrease compared to 2024
ADJUSTED EBITDA* DILUTED EPS**
GAAP Adjusted*
20% increase compared to 2024
4% decrease
compared to 2024
22% increase
compared to 2024
* See Appendix A to this proxy statement for a reconciliation of non-GAAP financial measures and rationale for use of non-GAAP financial measures.
** Diluted EPS reflects the impact of the Stock Split.
Corporate Governance Highlights
We maintain corporate governance practices that are designed to protect and grow long-term stockholder value, including:
PROXY SUMMARY
Our Board
Our Board
Age
Committee and Subcommittee Memberships
Other U.S.
(as of
Director
Corporate Talent and
Public
Director Nominees
3-31-26)
Since
Independent
Audit Governance Compensation Cybersecurity
Directorships
Glenn D. Fogel
64
2017
0
Mirian M. Graddick-Weir
71
2018
C
1
Kelly Grier
56
2023
M
3
Robert J. Mylod, Jr.
59
2017
M
1
(Chair)
Charles H. Noski
(Lead Independent
73
2015
M
C
1
Director)
Larry Quinlan
63
2022
C
2
Nicholas J. Read
61
2018
M
M
0
Thomas E. Rothman
71
2013
M
0
Kurt Sievers
56
2026
M
0
Sumit Singh
46
2022
M
1
Vanessa Wittman
58
2019
C
M
M
2
Retiring Director
Lynn V. Radakovich
58
2016
M
M
3
Number of Meetings
in 2025
9
4
6
4
M Member C Chair
Ms. Lynn Radakovich has announced that she will be retiring from the Company's Board, effective as of the Annual Meeting, and therefore she is not standing for re-election. We extend our deepest gratitude to Ms. Radakovich for her decade of service to our Board and stockholders.
Our director nominees exhibit a strong mix of desired attributes, including business experience, tenure, age, diversity of perspectives, and independence. The following is a snapshot of some key characteristics of our director nominees.
DIVERSE
45%
3
Women
TENURE*
4
>8 Years
Tenure
4
<4 Years
AGE
3
>65
Age
1
<55
Diverse
3
Racially or Ethnically Diverse
Average: 6.9
* as of the Annual Meeting
3
4-8 Years
7
56-65
Average: 62
DIRECTOR QUALIFICATIONS
9 Leadership 7 Finance 11 Global Business
2 Human Resources 6 Technology 2 Sales and Marketing
2026 PROXY STATEMENT | BOOKING HOLDINGS INC. 9
Executive Compensation Highlights
Our Board recommends that stockholders vote to approve, on an advisory basis, the compensation paid to the Company's named executive officers ("NEOs") in 2025. The Talent & Compensation Committee (the "T&C Committee") designs our executive compensation program with an emphasis on performance-based pay, aligning executive interests with those of stockholders, and attracting and retaining key talent. In 2025, a majority of the overall compensation awarded to our NEOs was performance-based and consisted primarily of stock-based compensation. The T&C Committee granted stock-based compensation consisting of (i) performance share units ("PSUs") with three-year financial performance-based targets impacted by a relative total stockholder return modifier and an absolute total stockholder return governor, and (ii) restricted stock units ("RSUs") that vest equally over three years. In addition, NEO bonuses awarded under the short-term incentive program were subject to individual bonus caps of two times target. We believe that these program features appropriately incentivize our NEOs and align their interests with stockholders, and have contributed to strong stockholder support for our say-on-pay advisory vote each year since 2023. We invite you to read A Letter from the Talent and Compensation Committee to our Stockholders on page 42 and our Compensation Discussion & Analysis on page 43 for
more information.
2025 COMPENSATION MIX(1)
CEO Average of Other NEOs
4%
Base
8%
Base
96%
Incentive-Based
Salary
92%
Incentive-Based
Salary
35%
RSUs
9%
Cash
Incentives
61%
is Performance-Based
52%
PSUs
33%
RSUs
14%
Incentives
Cash
59%
is Performance-Based
45%
PSUs
Mix is shown at target. Percentages are approximate due to rounding.
Stock Split
On April 2, 2026, the Company effected a twenty-five-for-one forward stock split of the Company's common stock (the "Stock Split"). The Company's common stock began trading at the split-adjusted price on April 6, 2026. Share numbers and per-share amounts presented in this proxy statement have been adjusted retroactively, where applicable, to reflect the Stock Split.
Corporate Governance
ELECTION OF DIRECTORS 12
NOMINEES FOR ELECTION AS DIRECTORS 13
NOMINATION AND ELECTION PROCESS 25
BOARD EVALUATIONS 27
CORPORATE GOVERNANCE HIGHLIGHTS 28
OUR BOARD'S ROLE IN COMPANY STRATEGY 30
BOARD'S ROLE IN RISK OVERSIGHT 30
BOARD COMMITTEES 32
DIRECTOR INDEPENDENCE 35
CERTAIN RELATIONSHIPS AND RELATED
PERSON TRANSACTIONS 35
OTHER GOVERNANCE POLICIES
AND PRACTICES 36
SUSTAINABILITY AND INCLUSION 37
CYBERSECURITY & PRIVACY 38
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT 39
The Board of Directors recommends a vote FOR each of the
Board's nominees.
Proposal 1
Election of Directors
The Board currently consists of twelve directors, with no vacancies, and the term of all directors expires at the Annual Meeting. Ms. Radakovich is retiring from the Board, effective as of the Annual Meeting, and therefore is not standing for re-election. Due to Ms. Radakovich's retirement, the size of the Board will be reduced from twelve directors to eleven directors, effective as of the Annual Meeting.
Assuming all nominated directors are elected, following the Annual Meeting the Board will consist of eleven directors with no vacancies. If elected at the Annual Meeting, each of the eleven director nominees will hold office for a one-year term until the 2027 annual meeting of stockholders and until their successor has been duly elected and qualified, or until their earlier death, resignation, or removal. Unless otherwise instructed, the persons named as proxies on the accompanying proxy card will vote shares represented by properly executed proxies for the eleven nominees listed below. The proxies solicited by this proxy statement may not be voted for more than eleven nominees.
Although the Board anticipates that the eleven nominees will be available to serve as directors on our Board and each person nominated has agreed to serve if elected, if any of them should be unwilling or unable to serve, the proxies will be voted for the election of such substitute nominee or nominees as may be designated by the Board.
CORPORATE GOVERNANCE
Nominees for Election as Directors
Set forth below is biographical information as of March 31, 2026 for each person nominated for election to the Board at the Annual Meeting.
Glenn D. Fogel 64
Director Since
2017
Chief Executive Officer and President
Committees
None
Other Current U.S. Public Company Directorships
None
Professional Experience
Booking Holdings Inc.
Chief Executive Officer and President (since 2017)
Chief Executive Officer of Booking.com (since 2019)
Head of Worldwide Strategy and Planning (2010 - 2016)
Executive Vice President, Corporate Development (2009 - 2016)
Trader at a global asset management firm
Investment banker specializing in the air transportation industry
Member of the New York State Bar (retired)
Qualifications
Leadership: Guided Booking Holdings through a long period of sustained global growth and strategic transformation in his roles as President and CEO of Booking Holdings and CEO of Booking.com.
Finance: Expertise in finance gained through his roles as CEO, Head of Worldwide Strategy and Planning, and Corporate Development, which build upon his background as an investment banker and a trader.
Global Business: Manages our complex international operations and led our corporate development for over fifteen years, completing the acquisitions of Booking.com, Agoda, KAYAK, and OpenTable, among others.
Technology: Focuses the Company on relentless innovation and leveraging Gen AI and other new technologies to execute our long-term strategy, while managing an evolving risk and compliance environment.
Mirian M.
Graddick-Weir 71
Director Since
2018
Independent
Committees
Talent and Compensation (Chair)
Other Current U.S. Public Company Directorships
Yum! Brands, Inc. (since 2012); Nominating and Governance Committee (Chair), Management Planning and Development Committee
Professional Experience
Merck & Co., Inc.
Executive Vice President of Human Resources (2008 - 2018)
Senior Vice President of Human Resources (2006 - 2008)
AT&T Corporation
Executive Vice President of Human Resources and Employee Communications (2004 - 2006)
Executive Vice President of Human Resources (1999 - 2004)
Board and Other Experience
The Samuel E. Massenberg Sr. Foundation, Inc., CEO (since 2016)
Foundation Board of the Society for Industrial/Organizational Psychology (SIOP), Trustee (since 2018)
Qualifications
Global Business: Experienced business leader at two major international firms for nearly two decades as well as a long-standing board leader for two public companies.
Human Resources: Managed global talent, executive development, compensation, benefits, recruiting, and training impacting employees at two major international firms.
Kelly Grier 56
Director Since
2023
Independent
Committees
Audit
Other Current U.S. Public Company Directorships
Illinois Tool Works, Inc. (since 2022); Audit Committee, Finance Committee
CDW Corporation (since 2023); Audit Committee, Nominating and Corporate Governance Committee
AT&T Corporation (since 2025); Human Resources Committee, Corporate Development and Finance Committee
CORPORATE GOVERNANCE
Professional Experience
Permira Advisers, a global investment firm, Senior Adviser (since 2023)
Ernst & Young (EY), a global professional services firm
Chair and Chief Executive Officer, EY-US (2018 - 2022)
Managing Partner for the Americas region (2018 - 2022)
Chair of EY-US Board and a member of the EY Global Executive and Global Practice Group (2018 - 2022)
Vice Chair of Talent of EY, SEC Audit Partner, and other roles (1991 - 2018)
Certified Public Accountant (retired)
Board and Other Experience
Zendesk, Director (since 2023)
Peterson Institute for International Economics, Director
Qualifications
Leadership: Held various executive roles, including CEO for a leading market of a major global professional services firm.
Finance: Certified public accountant with over three decades' experience at a leading global accounting firm, and member of three public company audit committees.
Global Business: Managing partner of a significant geographical region for a major global professional services firm.
Human Resources: As Vice Chair of Talent, managed global talent strategy, focusing on talent experience, for employees in a leading market at a major global professional services firm.
Robert J. Mylod, Jr. 59
Director Since
2017
Independent Chair
Committees
Talent and Compensation
Other Current U.S. Public Company Directorships
Vroom, Inc. (since 2015, IPO in 2020); Independent Executive Chair, Audit Committee (Chair), Compensation Committee
Professional Experience
Annox Capital Management, a private investment firm, Managing Partner (since 2013)
Booking Holdings Inc. (1999 - 2011)
Chief Financial Officer
Vice Chair, Head of Worldwide Strategy and Planning, and other roles
Board and Other Experience
Freightos, LTD, Director (2014 - 2023)
Redfin, Director (2014 - 2022), Chair of the Board (2016 - 2020), Member of Audit Committee (2013 - 2018)
Dropbox, Inc., Director, Member of Audit Committee and Compensation Committee (2014 - 2021)
Qualifications
Leadership: Demonstrated history of executive oversight, global strategic planning, and entrepreneurial and investment knowledge. Played an integral role in growing Booking Holdings during his tenure as an executive.
Finance: Executive chair, and previously CFO, each for large publicly listed companies; extensive background in finance-oriented roles at public and private companies.
Technology: Decades of experience working at and advising technology companies from startups to platforms with millions of users.
Charles H. Noski 73
Director Since
2015
Lead Independent Director
Committees
Audit
Corporate Governance (Chair)
Other Current U.S. Public Company Directorships
Hewlett Packard Enterprise Company (since 2020); Finance and Investment Committee (Chair), Nominating and Governance Committee, Strategy Committee
CORPORATE GOVERNANCE
Professional Experience
Bank of America Corporation (2010 - 2012)
Vice Chairman
Executive Vice President and Chief Financial Officer
Northrop Grumman Corporation (2003 - 2005)
Director
Corporate Vice President and Chief Financial Officer
AT&T Corporation (1999 - 2002)
Vice Chair of the Board of Directors
Senior Executive President and Chief Financial Officer
Hughes Electronics Corporation (1990 - 1999)
Vice Chair, President, and Chief Operating Officer (1997 - 1999)
Vice Chair and Chief Financial Officer (1997)
Senior Vice President and Chief Financial Officer (1992 - 1996)
Vice President & Controller (1990 - 1992)
Deloitte & Touche LLP (1973 - 1990), Partner (1983 - 1990)
Board and Other Experience
MIO Partners, Inc., Director, Member of Risk Committee and Audit Committee (since 2022)
Wells Fargo & Company, Director (2019 - 2021), Chair of the Board, Chair of Governance and Nominating Committee, Chair of Audit Committee
Financial Accounting Foundation, Chair of the Board of Trustees (2016 - 2019)
Microsoft Corporation, Director (2003 - 2019), Chair of Audit Committee, Member of Governance and Nominating Committee
National Association of Corporate Directors, Director (2014 - 2018)
Qualifications
Finance: In-depth knowledge of financial statements, reporting processes, and effective auditing gained from a
other companies.
Global Business: Senior management and board leadership roles at companies with significant international operations.
Larry Quinlan 63
Director Since
2022
Independent
Committees
Cybersecurity Subcommittee (Chair)
Other Current U.S. Public Company Directorships
ServiceNow, Inc. (since 2021); Audit Committee
Jones Lang LaSalle Incorporated (since 2022); Audit and Risk Committee (Chair), Nominating, Governance and Sustainability Committee
Professional Experience
Deloitte, a professional services firm
Global Chief Information Officer (2010 - 2021)
Board and Other Experience
Hexaware Technologies Ltd, Non-Executive Chairman of the Board of Directors (since 2022)
Delinea, Director (since 2022)
UBS (Americas Holding Co), Director, Member of the Audit Committee (since 2022)
Matillion Limited, Director, Member of the Audit Committee (since 2022)
Sonatype, Inc., Director (since 2022)
Boomi, Director (since 2022)
Qualifications
Global Business: Managed technology infrastructures spanning multiple continents, navigating cross-border regulatory and compliance environments, and led over 10,000 IT professionals across 175 countries as a senior executive at a professional services firm.
Technology: Oversaw IT infrastructure, cybersecurity, and digital transformation in his career at Deloitte and has experience as a director at a number of technology-focused international businesses.
Nicholas J. Read 61
Director Since
2018
Independent
Committees
Audit
Cybersecurity Subcommittee
Other Current U.S. Public Company Directorships
None
CORPORATE GOVERNANCE
Professional Experience
EXA Infrastructure, a digital infrastructure company, Interim CEO (2023 - 2024), Chair of the Board (since 2023)
Global Infrastructure Partners, an infrastructure investor a part of BlackRock, Inc., Senior Advisor (since 2023)
Vodafone, a multinational communications company
Chief Executive Officer (2018 - 2022) and Advisor (2022 - 2023)
Group Chief Financial Officer of Vodafone Group Plc (2014 - 2018)
Director of Group plc (2014 - 2022) and of certain publicly traded subsidiaries (2009 - 2022)
Regional Chief Executive Officer for Africa, Middle East and Asia Pacific (2009 - 2014)
Chief Financial Officer and Chief Executive Officer of Vodafone Limited, the U.K. operating company as well as other senior roles (2001 - 2009)
United Business Media Plc, senior global finance positions
Federal Express Worldwide, senior global finance positions
Fellow Chartered Management Accountant and a Chartered Global Management Accountant
Board and Other Experience
Altice France SAS, Director (since 2025)
Oak Consortium Holdco Ltd, Director (since 2024)
nLighten, Director, Chair of the Board (since 2024)
Radius Global Infrastructure, Director (since 2023)
Manchester Met University, Governor (since 2023)
Qualifications
Leadership: Chief executive of a large multinational communications company and senior executive and board roles at several other international firms.
Finance: Served as CFO and in senior finance positions at several organizations as is a Chartered Management Accountant.
Global Business: Experience managing global operations in senior executive and finance roles, including navigating challenging international regulatory environments.
Thomas E. Rothman 71
Director Since
2013
Independent
Committees
Corporate Governance
Other Current U.S. Public Directorships
None
Professional Experience
Sony Pictures Entertainment's Motion Picture Group, a media and entertainment company
Chief Executive Officer (since 2021)
Chairman (since 2015)
TriStar Productions, Chairman (2013 - 2015)
Fox Entertainment Group Inc., Chief Executive Officer (2005 - 2012), Chairman (2000 - 2012)
Twentieth Century Fox Film Group (1994 - 2000)
President (2000)
President of Twentieth Century Fox Production (1995 - 2000)
Fox Searchlight Pictures, President (1994)
Samuel Goldwyn Company, President of Worldwide Production (1989 - 1994)
Frankfurt, Kurnit, Klein & Selz, Associate and Partner (1982 - 1987)
Board and Other Experience
California Institute of the Arts (2013 - 2025)
Corporation for Public Broadcasting, Director (2021 - 2025)
National Council of the Arts, Director (2016 - 2019)
Brown University, Trustee (2009 - 2015), Emeritus (since 2015)
Qualifications
Leadership: Significant experience gained through decades of leadership and oversight of several major media and entertainment firms.
Finance: Deep understanding of financial complexities of operating major media organizations, including the financing of motion pictures and television programs and demonstrated fiscal discipline.
Global Business: Experience with international production and worldwide distribution, providing high-level corporate leadership at international media and entertainment businesses.
Sales and Marketing: Proven track record in global marketing of entertainment content, deep understanding of marketing efficiency, brand building, and worldwide distribution strategies.
Kurt Sievers 56
Director Since
2026
Independent
Committees
Corporate Governance (effective April 20, 2026)
Other Current U.S. Public Company Directorships
None
CORPORATE GOVERNANCE
Professional Experience
NXP Semiconductors N.V., a semiconductor products and software design and manufacturing company
Chief Executive Officer, President, Director (2020 - 2025)
Executive Management (2009 - 2025)
Various roles in Marketing & Sales, Product Definition & Development, Strategy and general management leadership positions at Philips, the former parent company of NXP (1995 - 2020)
Board and Other Experience
Daimler Truck AG, Shareholder Representative of the Supervisory Board (since 2025)
Capgemini SE, Director, Member of the Strategy & CSR Committee, and Compensation Committee (since 2021)
German National Electrical and Electronics Industry Association (ZVEI), Director (2012 - 2025)
Global Semiconductor Alliance (GSA), Director (2021 - 2025)
European Semiconductor Industry Association, Chairman (2020 - 2023)
Qualifications
Leadership: Demonstrated strategic, operational, and innovative leadership at NXP Semiconductors where he led the company through transformative corporate transactions and significant growth.
Global Business: Expertise in scaling complex cross-border businesses through executive management of a global semiconductor designer and manufacturer, and several global board roles.
Technology: Decades of hands-on technological innovation at NXP Semiconductors and Philips, including in senior product roles.
Sumit Singh 46
Director Since
2022
Independent
Committees
Talent and Compensation
Other Current U.S. Public Company Directorships
Chewy, Inc. (since IPO in 2019)
Professional Experience
Chewy, Inc., a pet retailer specializing in pet food, supplies, healthcare, and services
Chief Executive Officer (since 2018)
Chief Operating Officer (2017 - 2018)
Amazon.com, Inc.
Worldwide Director, Consumables businesses (fresh and pantry) (2015-2017)
General Manager, North American merchant fulfillment and third-party businesses (2013 - 2015)
Dell Technologies Inc, various senior management positions (2003 - 2013)
Qualifications
Leadership: Chief executive officer and senior management experience scaling customer-centric e-commerce businesses with a focus on technological innovation.
Global Business: Has been a leader at several major international, consumer-focused technology companies with global operations and customers across diverse markets.
Technology: Decades of experience at e-commerce pioneers and innovators, navigating significant periods of change in the industry.
Sales and Marketing: Experience growing brand recognition for Chewy through customer focused marketing techniques.
Vanessa A. Wittman 58
Director Since
2019
Independent
Committees
Audit (Chair)
Corporate Governance
Cybersecurity Subcommittee
Other Current U.S. Public Company Directorships
Oscar Health, Inc. (since IPO in 2021); Audit Committee (Chair); Talent and Compensation Committee
American International Group, Inc. (since 2023); Risk Committee (Chair), Audit Committee
CORPORATE GOVERNANCE
Professional Experience
Glossier, an online beauty product company
Chief Financial Officer (2019 - 2022)
Advisor (2022)
Oath, Chief Financial Officer (2018 - 2019)
Dropbox, Chief Financial Officer (2015 - 2016)
Motorola Mobility, Chief Financial Officer (2012 - 2014)
Marsh & McLennan Companies, Executive Vice President and Chief Financial Officer (2008 - 2012)
Board and Other Experience
Impossible Foods Inc., Director, Chair of Audit Committee (2019 - 2025)
Ulta Beauty, Director, Audit Committee (2014 - 2019)
Sirius XM Holdings, Director (2011 - 2018)
Qualifications
Leadership: Proven ability to lead the financial operations of high-growth and established organizations, including through transformation and complex corporate transactions.
Finance: Expertise in corporate finance, capital allocation, financial reporting, and effective risk oversight across her Chief Financial Officer and committee chair positions in various industries.
Global Business: Senior management roles at several large multinational organizations across a variety of industries.
Technology: Experience in leadership roles at high-growth technology and e-commerce companies.
Retiring Director
Lynn V. Radakovich 58
Director Since
2016
Independent
Committees
Corporate Governance
Talent and Compensation
Other Current U.S. Public Company Directorships
Ford Motor Company (since 2017); Compensation, Talent and Culture Committee (Chair), Nominating and Governance Committee, Sustainability, Innovation and Policy Committee
Dell Technologies Inc. (since 2019); Compensation Committee (Chair), Audit Committee
Figma, Inc. (since 2019; IPO in 2025); Compensation Committee (Chair), Audit Committee
Professional Experience
Salesforce, a cloud-based customer relationship management company
Executive Vice President and Chief Marketing Officer (2013 - 2017)
Andreessen Horowitz, Partner (2012 - 2013)
Terracotta Inc., Chief Marketing Officer (2010 - 2012)
Take3, Chair and CEO (2006 - 2016)
Microsoft, various roles (2004 - 2005)
BEA Systems, various roles (2001 - 2004)
Bain & Company (1999 - 2000)
Qualifications
Global Business: Experience managing operations and marketing strategies for large-scale international organizations.
Technology: Leadership roles at various technology-driven businesses and advisor to start-up and growth stage technology companies.
Sales and Marketing: Held various senior executive marketing roles and developed or advised on go-to-market strategies for enterprise software, cloud technology, and other tech companies.
CORPORATE GOVERNANCE
Nomination and Election Process
Identifying Director Candidates
Our Board is committed to a refreshment process to maintain its effectiveness, independence, and ability to adapt to evolving business needs. The Corporate Governance Committee (the "CG Committee") believes that each nominee should be evaluated based on their individual merits, taking into account the Company's needs and the overall composition of the Board. The CG Committee primarily uses the following criteria to identify and recommend nominees for election or appointment to the Board:
highest personal and professional ethics and integrity;
relevant business, professional, or managerial skills and experience useful to the oversight of the Company's business;
demonstrated leadership skills through involvement in business, professional, charitable, or civic affairs;
current knowledge of the markets and communities in which the Company does business and in the Company's industry or industries relevant to the Company's business;
ability and willingness to commit adequate time to fulfilling Board and committee duties and responsibilities;
ability and willingness to exercise independent judgment, ask probing questions, and express tough opinions;
fit of the individual's expertise, skills, knowledge, experience, and personality with those of other directors and potential directors in building a Board that is effective, collegial, and responsive to the needs of the Company; and
diversity of viewpoints, background, experience, knowledge, and perspectives.
1
Sources for Candidate Pool
2
In-Depth Review by Corporate Governance Committee
3
Recommend Slate of Nominees
4
Full Board Review
5
Board Nomination/ Stockholder Election
We appointed one new independent director in 2026.
Who Can Recommend Candidates?
Outside consultants may be employed to help identify candidates;
Other Board members and members of management; and
Stockholders.
Our CG Committee gives appropriate consideration to potential candidates recommended by stockholders in the same manner as other potential candidates identified by the CG Committee. Stockholders who wish to submit potential candidates for consideration by the CG Committee or for consideration by stockholders for election to our Board at our 2027 annual meeting of stockholders may do so in accordance with the procedures described in 2027 Stockholder Proposals on page 95, in accordance with our By-Laws, or in accordance with our Stockholder Communications Procedures, available at ir.bookingholdings.com/governance, as applicable.
Evaluating Director Candidates
Members of the CG Committee evaluate possible candidates and once a candidate is identified whom the CG Committee considers for nomination, the chair of the CG Committee or their designee enters into discussions with that nominee.
When considering current directors for nomination for re-election to the Board, the CG Committee takes into account the performance of each director. Underperforming directors may be asked to leave the Board or may not be re-nominated for election. The CG Committee also reviews the composition of the Board in light of its and our current challenges and needs, and determines whether it may be appropriate to add or remove individuals after considering the need for specific expertise and independence, judgment, skills, background, tenure, diversity of perspectives, and experience.
Director Qualifications
In addition to individuals with the highest personal and professional ethics, we endeavor to have Board members with policy-making expertise in business areas that are relevant to the global nature of our operations and our long-term strategy. We continuously evaluate the relevant qualifications against our strategy to ensure our Board members collectively have the skills to guide our Company. The Board and the CG Committee believe that the following key qualifications should be represented on the Board:
Leadership. Directors with experience in significant leadership positions over an extended period, especially chief executive officer ("CEO") positions, provide the Board and management with special insights. These individuals generally possess exceptional leadership qualities and identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management, and methods to drive change and growth.
Finance. It is important for our directors to understand finance, financial statements, and financial reporting processes. We generally measure our operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and effective auditing are critical to our success.
Global Business. We operate a global business and believe that having directors with business perspectives representing a variety of markets is important to our continued growth.
Human Resources. As a global business with thousands of employees around the world, directors with human capital management experience are important to our success.
Technology. Directors with technology oversight experience, particularly in e-commerce businesses, are helpful in overseeing management and offering insight into technology innovations and the evolving risk landscape.
Sales and Marketing. Our business depends on effective marketing and directors with notable sales and marketing experience provide additional insight and advice to management in these areas.
The following matrix shows the qualifications identified for each nominee by the CG Committee and the Board when considering the current nominees.
Glenn D. Fogel
Mirian M. Graddick-Weir Kelly Grier
Robert J. Mylod, Jr. Charles H. Noski Larry Quinlan Nicholas J. Read Thomas E. Rothman Kurt Sievers
Sumit Singh Vanessa A. Wittman
Director Tenure
Leadership Finance
Global Business
Human
Resources Technology
Sales and Marketing
CORPORATE GOVERNANCE
The CG Committee and the Board consider director tenure in connection with the evaluation of nominee independence and seek to have a mix of short-, medium-, and long-tenured director nominees. In evaluating nominees, the CG Committee balances Board continuity and the knowledge gained over years of service with a deliberate and planned Board refreshment process that brings new expertise and perspectives.
Board Evaluations
We conduct an annual evaluation process to assess the performance of our Board and its committees, which includes:
1
Questionnaire
2
Assessment reporting
3
Board summary and feedback
4
One-on-one evaluation
Questionnaires are administered by an independent third party. Evaluations focus on Board and committee composition and process, leadership, access to resources, culture, and effectiveness.
The third party administrator creates consolidated reports of information gathered, including scoring trends, priority graphs, and a concise view of the Board's evaluation of performance, highlighting areas of strength and areas for improvement.
The Board and each committee review the evaluation reports, including areas for improvement, and implement any necessary action items along with management.
The Lead Independent Director meets with each director to discuss matters such as individual performance and Board and committee effectiveness, and works with management to share feedback and discuss proposed actions with the full Board.
Corporate Governance Highlights
The Company's corporate governance principles, which apply to our Board and management, are designed to maximize long-term stockholder value, align the interests of the Board and management with those of our stockholders, and promote ethical conduct. Our corporate governance practices include:
Board Independence
Independent Directors. A majority of the Board must consist of independent directors.
Independent Board Committees. Each of the Audit Committee, Cybersecurity Subcommittee, CG Committee, and T&C Committee is comprised entirely of independent directors.
Leadership Structure. The Board appoints a Lead Independent Director if the Chair is not independent or as the Board deems appropriate.
Independent Directors' Executive Sessions. The independent directors have at least two regularly scheduled executive sessions without management present each year.
Other Board and Committee Practices
CEO Succession Plan. The CG Committee reviews and concurs annually on a CEO succession plan.
Outside Advisors. The Board and each committee can hire its own outside advisors.
CEO Performance Review. The T&C Committee, meeting without our CEO present, evaluates our performance and the performance of our CEO and recommends to the Board the compensation of our CEO.
Stock Ownership Guidelines. We maintain stock ownership guidelines for directors and executive officers.
Regular Self-Evaluation Process. The Board and each committee evaluates its performance each year.
Overboarding. We limit the number of outside public company boards on which our directors may serve.
Shareholder Rights
Annual Meetings. Stockholders have the ability to vote on matters presented at each meeting, including the annual election of all of our directors.
Special Meetings. Stockholders holding at least 25% of our shares may call a special meeting of stockholders.
Written Consent. Stockholders holding at least 25% of our shares may request the Board to establish a record date for action by written consent in lieu of a meeting.
Majority Vote Standard. In uncontested elections of directors, directors are required to tender their resignation unless they receive the support of a majority of votes cast.
Proxy Access and Stockholder Nominees. Any stockholder or group of stockholders holding at least 3% of our outstanding common stock continuously for at least 3 years may nominate up to 25% of our Board.
Annual Advisory Vote on Executive Compensation. Stockholders have the opportunity to provide feedback on our executive compensation practices annually.
No Poison Pill.
No Supermajority Voting Provisions.
Disclaimer
Booking Holdings Inc. published this content on April 22, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 22, 2026 at 15:03 UTC.