EXPEDIA GROUP INC (EXPE)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
EXPEDIA GROUP INC · Meeting: June 17, 2026
Directors FOR
10
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 11 Directors
Against Analysis
Khosrowshahi is the sitting CEO of Uber Technologies and currently holds seats on Grab Holdings and Aurora Innovation (the filing notes Aurora tenure ended December 2024, leaving Grab as a current outside seat in addition to Expedia) — however, as a sitting CEO of a public company he is subject to the policy's stricter rule that sitting CEOs may not hold two or more outside public board seats; his Grab Holdings seat represents one outside seat and his Expedia seat is a second, triggering the overboarding rule for sitting CEOs.
For Analysis
Diller has served since 2005 but the TSR trigger does not apply — Expedia's 3-year return of +174.8% outperforms the peer group median by +115.9pp, well above the 65pp threshold for strong-positive absolute TSR; no overboarding, attendance, or independence issues are present for this non-independent executive role.
Anderson joined in 2020, holds no other public company board seats, and the TSR trigger does not apply given Expedia's strong outperformance of its peer group; her consumer finance and payments expertise is relevant and she has no attendance issues flagged.
Banerjee joined in 2023 (within 24 months of this meeting, making her exempt from the TSR trigger), serves as Audit Committee Chair with confirmed financial expertise as a public company CFO, holds no other public company board seats, and no other negative flags apply.
Clinton has served since 2017, the TSR trigger does not fire given Expedia's strong peer outperformance, she holds two public company board seats (Expedia and IAC) which is within the overboarding limit, and she chairs the Compensation Committee with independent status confirmed; her skills in public policy are noted as the primary qualification.
Dubugras joined in 2022 and holds two public company board seats (Expedia and Mercado Libre), within the overboarding limit; the TSR trigger does not apply given strong peer outperformance, and his technology and entrepreneurship background is relevant.
Gorin became a director in 2024 (within 24 months, exempting her from the TSR trigger), serves as CEO with deep travel industry experience, and her recent appointment to the LVMH board (one outside seat) does not trigger the overboarding rule for sitting CEOs which requires two or more outside public board seats.
Jacobson has served since 2007, currently holds two public company board seats (Expedia and Oaktree Specialty Lending), the TSR trigger does not apply given peer outperformance, and his legal and governance expertise is well-established; no attendance issues are disclosed.
Menendez Cambo joined in 2021, holds no other public company board seats, the TSR trigger does not apply, and her legal and corporate governance expertise supports her Audit Committee role with independent status confirmed.
Von Furstenberg has served since 2015, holds two public company board seats (Expedia and IAC), well within the overboarding limit; the TSR trigger does not apply; the familial relationship with Barry Diller (stepson) is disclosed but von Furstenberg is not classified as independent and does not serve on audit or compensation committees, so no independence conflict is triggered.
Wang joined in 2023 (within 24 months, making him exempt from the TSR trigger), holds no other public company board seats, and his AI and technology expertise is directly relevant to Expedia's platform strategy; the proxy discloses he attended less than 75% of meetings, which would normally trigger a No vote, but the proxy states 'Each of our current directors, except for Mr. Wang, attended at least 75%' — this flags an attendance concern, however the policy requires a No vote for attendance below 75% and the proxy confirms Wang did not meet this threshold.
The 11-director slate is largely supportable given Expedia's exceptional 3-year total shareholder return of +174.8%, which outperforms the company-disclosed peer group median by +115.9 percentage points, well above the 65pp threshold that would trigger performance-based concerns. One AGAINST vote is warranted for Dara Khosrowshahi due to overboarding as a sitting public company CEO with multiple outside board seats. Alexandr Wang's sub-75% attendance is a concern and warrants an AGAINST vote under the attendance policy.
Say on Pay
✓ FORCEO
Ariane Gorin
Total Comp
$17,592,584
Prior Support
75%%
CEO Ariane Gorin's total compensation of $17.6 million is within a reasonable range for a large-cap consumer internet company of Expedia's size and complexity, and the pay mix is heavily weighted toward variable equity awards (over 89% of total pay in stock awards), satisfying the policy's requirement that at least 50-60% of senior executive pay be performance-based. The prior year Say on Pay received approximately 75% support — above the 70% threshold that would require demonstrated change — and the company has responded constructively by redesigning its performance stock award program to include annual financial metrics (revenue growth and adjusted profit margin growth) with three consecutive one-year checkpoints, addressing the core shareholder concern about the discretionary modification of prior awards. Pay-for-performance alignment is strong: the 2023 performance stock awards paid out at 200% of target based on actual stock price growth exceeding 20% annually, the 2022 awards paid zero because minimum performance was not achieved, and the 2025 first-year measurement certified a 176.9% payout based on 7.6% revenue growth and 233 basis points of margin improvement — all consistent with Expedia's strong operational and stock price performance over the period.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$16,804,000
Non-Audit Fees
$1,345,000
Non-audit fees (tax fees of $31,000 plus other fees of $18,000, totaling $49,000, plus audit-related fees of $1,296,000 totaling $1,345,000) represent approximately 8% of core audit fees of $16,804,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; EY is a Big 4 firm fully adequate for a $30.7B market cap company.
Overall Assessment
Expedia Group's 2026 annual meeting ballot is straightforward and largely supportable: the company has delivered exceptional shareholder returns over three years, its executive compensation program is heavily performance-based with meaningful metrics, and its auditor relationship with Ernst & Young shows no independence concerns. The primary exceptions are an AGAINST vote on Dara Khosrowshahi as a director due to overboarding as a sitting CEO with multiple outside public board seats, and an AGAINST vote on Alexandr Wang due to disclosed sub-75% board meeting attendance in 2025.
Compensation Peer Group
30 companies disclosed in 2026 proxy filing