Booking Holdings (BKNG)

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

You have just read Booking Holdings's Summary Compensation Table. The whole free brief as a PDF, emailed now, with every figure cited — then a few short notes on the deeper BKNG reports.

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One page per director: the seat, the committees and the fee table, read for one person at a time.

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Our executive compensation program adheres to the following fundamental principles: Performance-based: NEOs should be compensated primarily based on performance. Alignment with interests of stockholders: we seek to incentivize management through performance metrics that are likely to increase long-term stockholder returns and value. Retention: the program should help us attract and retain key management talent. Consistency: the program should be consistent over time to enable NEOs to implement a long-term strategy and reward them if they achieve long-term results. Business-focused: the program aims to compensate NEOs primarily for their management of the business and endeavors to mitigate the impact of external factors, such as currency fluctuations. Risk management: the program should incentivize appropriate risk-taking. Balance of short- and long-term performance: unexpected macro events should not have an outsized impact on our program.

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

a. Approved under the standard stated in the filing — “With respect to Proposal 2, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non‑votes are not considered entitled to vote on the matter and therefor Proposal Approval Standard Voting Choices Broker Discretion to Vote (1) Impact of Abstain Vote Treatment of Broker Non‑Vote Board Vote Recommendation 1 Election of Directors Majority of votes cast For Against Abstain No No effect No effect FOR each nominee 2 Advisory Vote to Approve 2025 Executive Compensation Majority of shares present and entitled to vote For Against Abstain No Same effect as a vote against No effect FOR 3 Ratification of Selection of Independent Registered Public Accounting Firm Majority of shares present and entitled to vote For Against Abstain Yes Same effect as a vote against Not applicable as brokers are entitled to vote (1) F s CEO Succession Plan.”.

b. Approved under the standard stated in the filing — “With respect to Proposal 2, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefor Proposal Approval Standard Voting Choices Broker Discretion to Vote (1) Impact of Abstain Vote Treatment of Broker Non-Vote Board Vote Recommendation 1 Election of Directors Majority of votes cast For Against Abstain No No effect No effect FOR each nominee 2 Advisory Vote to Approve 2024 Executive Compensation Majority of shares present and entitled to vote For Against Abstain No Same effect as a vote against No effect FOR 3 Ratification of Selection of Independent Registered Public Accounting Firm Majority of shares present and entitled to vote For Against Abstain Yes Same effect as a vote against Not applicable as brokers are entitled to vote (1) F d and each committee can hire its own outside advisors.”.

c. Approved under the standard stated in the filing — “With respect to Proposal 2, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefor Board Vote Recommendation Proposal Approval Standard Voting Choices Broker Discretion to Vote (1) Impact of Abstain Vote Treatment of Broker Non-Vote 1 Election of Directors Majority of votes cast For Against Abstain No No effect No effect FOR each nominee 2 Advisory Vote to Approve 2023 Executive Compensation Majority of shares present and entitled to vote For Against Abstain No Same effect as a vote against No effect FOR 3 Ratification of Selection of Independent Registered Public Accounting Firm Majority of shares present and entitled to vote For Against Abstain Yes Same effect as a vote against Not applicable as brokers are entitled to vote (1) F ares may call a special meeting of stockholders.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Of the companies Booking Holdings names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Booking Holdings.

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

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