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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
Washington, DC 20549
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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934
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Preliminary Proxy Statement
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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 Pursuant to §240.14a-12
Global Business Travel Group, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than
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Preliminary Proxy Statement
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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 Pursuant to Rule 14a-12
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Global Business Travel Group, Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing filing fee (Check all boxes that apply):
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Fee (Check the appropriate box):paid previously with preliminary materials
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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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No fee required
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Fee paid previously with preliminary materials
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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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GLOBAL BUSINESS TRAVEL GROUP, INC.
Global Business Travel Group, Inc.
666 3rd Avenue, 4th4th Floor

New York, NY 10017
April 21, 2023​
Dear Stockholder:
You are cordially invited to attend Global Business Travel Group, Inc.’s Annual Meeting of Stockholders on Tuesday, June 6, 2023, at 10:00 a.m., Eastern Time, online at http://www.virtualshareholdermeeting.com/GBTG2023.
The matters to be acted on at the Annual Meeting of Stockholders are described in the enclosed notice and proxy statement.
We realize that you may not be able to attend the Annual Meeting of Stockholders and vote your shares at the meeting. However, regardless of your meeting attendance, we need your vote. We urge you to ensure that your shares are represented by voting in advance of the meeting on the Internet or via a toll-free telephone number, as instructed in the Notice Regarding the Internet Availability of Proxy Materials, or if you have elected to receive a paper or e-mail copy of the proxy materials, by completing, signing and returning the proxy card that is provided. If you decide to attend the Annual Meeting of Stockholders, you may revoke your proxy at that time and vote your shares at such meeting.
We look forward to receiving your proxy and perhaps seeing you at the Annual Meeting of Stockholders.
Sincerely,
/s/ Paul Abbott
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Paul Abbott
Chief Executive Officer

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Global Business Travel Group, Inc.
666 3rd Avenue, 4th Floor
New York, NY 10017
​
NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS
To be held on JanuaryTO BE HELD ON TUESDAY, JUNE 6, 2023
To
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You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Global Business Travel Group, Inc.:
We cordially invite you to attend a Special Meeting of Stockholders of Global Business Travel Group, Inc. (“we” (the “Company,” “GBTG,” “we,” “us” or “our”). The Special Meeting will, to be held on JanuaryTuesday, June 6, 2023, at 9:10:00 a.m., Eastern Time. We have determined thatTime, online at http://www.virtualshareholdermeeting.com/GBTG2023.​
At the SpecialAnnual Meeting, stockholders will be held ininvited to consider and vote upon the following matters:
1.
Election of three Class I directors to serve for a virtualthree-year term of office expiring at the 2026 annual meeting format only, viaof stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;
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2.
Ratification of the Internet, with no physical in-person meeting. You will be able to attendappointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
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3.
Advisory vote on the compensation of our named executive officers;
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4.
Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers; and participate
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5.
Any other matter that properly comes before the Annual Meeting.
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The foregoing items of business are more fully described in the Specialproxy statement accompanying this Notice of Annual Meeting by visiting www.virtualshareholdermeeting.com/GBTG2023SM. of Stockholders.
The purposesboard of the Special Meeting are:
1.
to approve a stock option exchange program for certain eligible employees, including certain of our executive officers, to exchange certain outstanding stock options for new restricted stock units; and
2.
to transact such other business as may properly come before the Special Meeting and any adjournments or postponements of the Special Meeting.
Only Global Business Travel Group, Inc. stockholders of record atdirectors has fixed the close of business on December 13, 2022, will be entitled to vote at the Special Meeting and any adjournment or postponement thereof.
The Special Meeting will be held virtually and you will be able to attend the meeting and vote via the Internet at www.virtualshareholdermeeting.com/GBTG2023SM by using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting in person.
Your vote is important. Whether or not you plan to attend the Special Meeting, we encourage you to review the proxy materials and submit your vote via the Internet, telephone or mailApril 12, 2023 as soon as possible.
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By order of the Board of Directors,
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/s/ Paul Abbott
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Paul Abbott
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Chief Executive Officer
New York, New York
December 15, 2022

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Page
GENERAL INFORMATION
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1
PROPOSAL NO. 1 – APPROVAL OF MIP OPTION EXCHANGE PROGRAM
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4
DIRECTOR AND EXECUTIVE COMPENSATION
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11
PRINCIPAL STOCKHOLDERS
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27
HOUSEHOLDING
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29
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING OF STOCKHOLDERS
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29
OTHER MATTERS
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29
EXPENSES AND SOLICITATION
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29
ANNEX A
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GLOBAL BUSINESS TRAVEL GROUP, INC.
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?
On or about December 15, 2022, Global Business Travel Group, Inc. (“GBTG,” the “Company,” “we,” “us” or “our”) will begin mailing our proxy materials, including the Notice of the Special Meeting, this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker or other nominee), a voting instruction form.
Who is soliciting my vote?
Our Board of Directors (the “Board of Directors”), is soliciting your vote for the Special Meeting.
When is the record date for the Special Meeting?
The record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. A list of stockholders entitled to vote at the SpecialAnnual Meeting will be available for examination during ordinary business hours for 10 days prior to the Annual Meeting at our principal executive office at 666 3rd Avenue, 4th Floor, New York, NY 10017. Your vote is very important to the Company and all proxies are being solicited by the board of directors. So, whether or not you plan on attending the Annual Meeting, we encourage you to submit your proxy as soon as possible (i) by accessing the Internet site or by calling the toll-free number described in the proxy materials or (ii) by signing, dating and returning a proxy card or instruction form provided to you. By submitting your proxy promptly, you will save the Company the expense of further proxy solicitation. Please note that all votes cast by telephone or on the Internet must be cast prior to 11:59 p.m., Eastern Time, on June 5, 2023.
By Order of the Board of Directors,
/s/ Eric J. Bock
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Eric J. Bock
Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary
April 21, 2023
New York, New York

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​INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS​​​​1​​
​PROPOSAL 1 — ELECTION OF DIRECTORS​​​​6​​
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PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
​​​​16​​
​AUDIT AND FINANCE COMMITTEE REPORT​​​​18​​
​PRINCIPAL STOCKHOLDERS​​​​19​​
​INFORMATION ABOUT OUR EXECUTIVE OFFICERS​​​​23​​
​COMPENSATION COMMITTEE REPORT​​​​26​​
​COMPENSATION DISCUSSION & ANALYSIS​​​​27​​
​PROPOSAL 3 — ADVISORY VOTE ON THE COMPENSATION OF OUR NEOS​​​​53​​
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PROPOSAL 4 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NEOS
​​​​54​​
​CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS​​​​56​​
​HOUSEHOLDING​​​​64​​
​STOCKHOLDER PROPOSALS FOR 2024 ANNUAL MEETING​​​​64​​
​EXPENSES AND SOLICITATION​​​​64​​
​OTHER MATTERS​​​​65​​

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Global Business Travel Group, Inc.
666 3rd Avenue, 4th Floor
New York, NY 10017
​
PROXY STATEMENT
​
INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS
General
This proxy statement is furnished to stockholders of Global Business Travel Group, Inc., a Delaware corporation (the “Company” or “GBTG”), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Tuesday, June 6, 2023, at 10:00 a.m., Eastern Time, online at http://www.virtualshareholdermeeting.com/GBTG2023. This solicitation of proxies is made on behalf of our board of directors.
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to be Held on Tuesday, June 6, 2023
Pursuant to the rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Internet Availability of Proxy Materials (the “Internet Notice”) to certain of our stockholders of record. We are also sending a paper copy of the proxy materials and proxy card to other stockholders of record who have indicated they prefer receiving such materials in paper form. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Internet Notice. Such Internet Notice, or this proxy statement and proxy card or voting instruction form, as applicable, is being mailed to our stockholders on or about April 21, 2023. This proxy statement and our 2022 Annual Report on Form 10-K that was filed with the SEC on March 21, 2023 (the “2022 Annual Report”) are available free of charge at proxyvote.com.
What Are You Voting On?
You will be asked to vote on the following proposals at the Annual Meeting:
1.
Election of three Class I directors to serve for a three-year term of office expiring at the 2026 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;
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2.
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
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3.
Advisory vote on the compensation of our named executive officers (“NEOs”), also known as the “say-on-pay” proposal;
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4.
Advisory vote on the frequency of future advisory votes on the compensation of our NEOs, also known as the “say-on-frequency” proposal; and
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5.
Any other matter that properly comes before the Annual Meeting.
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Who Can Vote?
At the close of business on December 13, 2022April 12, 2023 (the “Record Date”).
How many votes can be cast by all stockholders?
There, there were 67,753,54369,498,992 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and 394,448,481 shares of our Class B common stock, par value $0.0001 per share (“Class B Common Stock”) outstanding, on the Record Date, all of which are entitled to vote, together as a single class, with respect to all matters to be acted upon at the SpecialAnnual Meeting. Our Class A Common Stock and Class B Common Stock are collectively referred to herein as “common

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“common stock” and each holder of a share of our common stock is referred to herein as a “stockholder”.“stockholder.” Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. None of ourNo shares of undesignated preferred stock were outstanding as of the Record Date.
How do I vote?Only holders of record of shares of our common stock as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. Each share of common stock entitles the holder thereof to one vote. Your shares of common stock may be voted at the Annual Meeting, or any adjournment or postponement thereof, only if you are present in person at the virtual meeting or your shares are represented by a valid proxy.
Difference Between a Stockholder of Record and a “Street Name” Holder
If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares.
If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described below under the heading “Voting Your Shares.”
Quorum
The presence of a majority of the outstanding shares of our common stock entitled to vote constitutes a quorum. A quorum is required in order to hold and conduct business at the Annual Meeting. Your shares are counted as present at the Annual Meeting if you:
•
Are present in person at the virtual Annual Meeting; or
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•
Have properly submitted a proxy card by mail or submitted a proxy by telephone or over the Internet.
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If you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining a quorum if your broker, bank, trust or other nominee submits a proxy covering your shares. Your broker, bank, trust or other nominee is entitled to submit a proxy covering your shares as to certain “routine” matters, even if you have not instructed your broker, bank, trust or other nominee on how to vote on those matters. Please see below under “— Broker Non-Votes.”
Voting Your Shares
The Annual Meeting will be held entirely online this year. You may vote in person by attending the virtual Annual Meeting or by submitting a proxy. The method of voting by proxy differs (i) depending on whether you are viewing this proxy statement on the Internet or receiving a paper copy and (ii) for shares held as a record holder and shares held in “street name.”
If you are a record holder, you may vote by submitting a proxy over the Internet or by telephone by following the instructions on the website referred to in the proxy card or the Internet Notice mailed to you.
Alternatively, if you received a paper copy of your proxy card, you may vote your shares by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card, or by completing, dating and signing the proxy card that was included with this proxy statement and promptly returning it in the pre-addressed, postage-paid envelope provided to you.
If your shares are held in “street name,” your broker, bank or other street name holder will provide you with instructions that you must follow to have your shares voted.

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Deadline for Submitting Your Proxy on the Internet or by Telephone
Internet and telephone voting will close at 11:59 p.m., Eastern Time, on June 5, 2023. Stockholders who submit a proxy through the Internet should be aware that they may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by the stockholder. Stockholders who submit a proxy by Internet or telephone need not return a proxy card or the voting instruction form forwarded by your broker, bank, trust or other nominee by mail.
YOUR VOTE IS VERY IMPORTANT. Please submit your vote in advance even if you plan to attend the Annual Meeting.
Voting at the Annual Meeting
If you plan to attend the Annual Meeting, you may vote during the virtual meeting. Please note that if your shares are held in “street name” and you wish to vote during the meeting, you must obtain a proxy issued in your name from your broker, bank or other street name holder. Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions to vote your shares in advance of the Annual Meeting. Please see the important instructions and requirements below under “— Attendance at the Annual Meeting.”
Changing Your Vote
As a stockholder of record, if you may vote by proxy, usingyou may revoke that proxy at any time before it is voted at the Annual Meeting. Stockholders of record may revoke a proxy card, onprior to the Annual Meeting by (i) delivering a written notice of revocation to the attention of the Corporate Secretary, Global Business Travel Group, Inc., at our principal executive office at 666 3rd Avenue, 4th Floor, New York, NY 10017, (ii) duly submitting a later-dated proxy over the Internet, by mail, or if applicable, by telephone, as set forth onor (iii) attending the virtual Annual Meeting and voting during the meeting. Attendance at the Annual Meeting will not, by itself, revoke a proxy.
If your shares are held in the name of a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee.
If You Receive More Than One Proxy Card or Internet Notice
If you receive more than one proxy card or vote on the virtual meeting platform during the Special Meeting. We urgeInternet Notice, it means you to vote byhold shares that are registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy to ensure your vote is counted. You may still attend the Special Meeting and vote evencard or, if you have already votedsubmit a proxy by proxy.
To vote usingtelephone or the accompanyingInternet, submit one proxy for each proxy card complete, signor Internet Notice you receive.
How Your Shares Will Be Voted
Shares represented by proxies that are properly executed and date the proxy cardreturned, and return it promptly in the envelope provided. If you return your signed proxy card before the Special Meeting, we will vote your shares as you direct. Proxies submitted by mail must be received before the start of the Special Meeting.
To vote by Internet, please follow the instructions provided on your proxy card.
To vote by telephone, please follow the instructions provided on your proxy card.
To vote during the Special Meeting, you must do so by logging into www.virtualshareholdermeeting.com/GBTG2023SM using the 16-digit control number included in your proxy materials. If you cast your vote prior to the Special Meeting, there is no need to vote again at the Special Meeting. Any vote cast during the Special Meeting will revoke a previously submitted proxy. Even if you plan to attend the virtual Special Meeting, we encourage you to vote in advance so that your votenot revoked, will be counted even if you later decide not to attend the Special Meeting.voted as specified. YOUR VOTE IS VERY IMPORTANT.
If You Do Not Specify How You Want Your Shares Voted
If you completeare the record holder of your shares and submit your proxy before the Special Meeting, the persons named as proxies will vote thewithout specifying how your shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions,are to be voted, your shares will be voted as follows:
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FOR the election of each of the three nominees for Class I directors;
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FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
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FOR the advisory vote on the compensation of our NEOs; and
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THREE YEARS as the frequency of future stockholder advisory votes on the compensation of our NEOs.
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In addition, the proxy holders named in the manner recommended by the Board of Directors on all matters presented in this proxy statement, and as the persons named as proxies may determineare authorized to vote in their discretion with respect toon any other matters that may properly presentedcome before the Annual Meeting and at the Special Meeting.
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If any postponement or adjournment thereof. The board of directors knows of no other matters are properlyitems of business that will be presented for consideration at the SpecialAnnual Meeting including, among other things, consideration ofthan those described in this proxy statement.
Broker Non-Votes
A “broker non-vote” occurs when a motionnominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to adjournvote the Specialshares. If you hold your shares in street name and do not provide voting instructions to your broker or other nominee, your shares will be considered to be broker non-votes and will not be voted on any proposal on which your broker or other nominee does not have discretionary authority to vote. Shares that constitute broker non-votes will be counted as present at the Annual Meeting to another time or place (including, without limitation, for the purpose of determining a quorum, but will not be considered entitled to vote on the proposal in question. Brokers generally have discretionary authority to vote on the ratification of the selection of KPMG LLP as our independent registered public accounting firm. Brokers do not have discretionary authority, however, to vote on director elections, the say-on-pay proposal or the say-on-frequency proposal.
Votes Required
The following table summarizes the voting requirements and the effects of broker non-votes or abstentions on each of the proposals to be voted on at the Annual Meeting:
​​​​Proposals​​Required Vote​​Effect of Broker
Non-Votes		​​Effect of
Abstentions		​
​1.​​Election of Directors​​Majority votes cast for each nominee​​None​​None​
​2.​​Ratification of the Appointment of Independent Registered Public Accounting Firm​​Majority of votes cast​​None​​None​
​3.​​Advisory vote on the compensation of our NEOs​​Majority of votes cast​​None​​None​
​4.​​Advisory vote on the frequency of future advisory votes on the compensation of our NEOs​​The option of “One Year,” “Two Years,” or “Three Years” that receives the highest number of votes cast​​None​​None​
Inspector of Election
All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.
Solicitation of Proxies
We will bear the cost of soliciting proxies. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our common stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or other employees. No additional proxies)compensation will be paid to our directors, officers or other employees for such services.

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Attendance at the Annual Meeting
You may attend the Annual Meeting, as well as vote and submit questions during the Annual Meeting, by visiting http://www.virtualshareholdermeeting.com/GBTG2023. You will need your unique control number, which appears in the Internet Notice, the proxy card or voting instructions that accompanied the proxy materials. In the event that you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number and gain access to the meeting.

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PROPOSAL 1 — ELECTION OF DIRECTORS
Our board of directors currently consists of eleven members. In accordance with our certificate of incorporation our board of directors is divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our board of directors is designated as follows:
•
The Class I directors are Paul Abbott, Eric Hart and Kathleen Winters, and their terms will expire at the Annual Meeting;
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•
The Class II directors are James Bush, Richard Petrino, Mohammed Saif S.S. Al-Sowaidi and Susan Ward, and their terms will expire at the 2024 annual meeting of stockholders; and
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•
The Class III directors are Gloria Guevara Manzo, Raymond Donald Joabar, Michael Gregory (Greg) O’Hara and Itai Wallach, and their terms will expire at the 2025 annual meeting of stockholders.
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At each annual meeting of stockholders, upon the expiration of the term of a class of directors, each director in the class, or the successor to each such director in the class, is elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our certificate of incorporation. Any increase or decrease in the number of directors is distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
Class I Director Nominees for Election — Term Expiring 2026
The current term of the Class I directors will expire at the Annual Meeting. Our board of directors nominated each of Paul Abbott, Eric Hart and Kathleen Winters for re-election at the Annual Meeting as a Class I director to hold office until the annual meeting of stockholders to be held in 2026 and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The nominees have consented to serve a term as Class I directors. Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, subject to the terms of the shareholders agreement dated May 27, 2022, (the “Shareholders Agreement”) by and between GBTG, GBT JerseyCo Limited (“GBT”), American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex HoldCo.”), Juweel Investors (SPC) Ltd (“Juweel”) and EG Corporate Travel Holdings LLC (“Expedia”), the board of directors may designate a substitute nominee, in which event the persons named in yourthe enclosed proxy will vote for the election of such substitute nominee, or may reduce the number of directors on the board of directors. See “Certain Relationships and Transactions — Shareholders Agreement” for additional information regarding the Shareholders Agreement.
Below is a biography of each of the Class I directors standing for re-election at the Annual Meeting:
Paul Abbott
Paul Abbott, 54, has served as the Chief Executive Officer of the Company since May 27, 2022 and as Chief Executive Officer of GBT from October 2019 until May 27, 2022 and as a member of the Company’s board of directors since May 27, 2022. Prior to joining the Company, Mr. Abbott served in a variety of senior roles for 24 years at American Express Company and its consolidated subsidiaries (“American Express”), most recently as Chief Commercial Officer, Global Commercial Payments at American Express from February 2018 until September 2019. Mr. Abbott led the rapid and successful expansion of the American Express Business-to-Business Payments business around the world and introduced innovative new products and services to four million businesses of all sizes in over 150 countries. In addition, Mr. Abbott led the expansion of American Express’ card-issuing partnerships with some of the world’s largest financial institutions. Mr. Abbott previously worked at British Airways for nine years. Mr. Abbott received his postgraduate degree from Lancaster University. Mr. Abbott was recommended as a nominee to our board of directors by our Chairman of the board of directors and stockholders. Mr. Abbott’s extensive business experience, including currently as Chief Executive Officer of the Company and previously as a senior executive officer of American Express, led the board of directors to conclude that he should serve as a director for the Company.

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Eric Hart
Eric Hart, 47, has served as a member of the Company’s board of directors since May 27, 2022. Mr. Hart most recently served as the Chief Financial Officer of Expedia Group from April 2020 until October 2022, overseeing Expedia Group’s accounting, financial reporting and analysis, investor relations, treasury, internal audit, tax and real estate teams. From December 2019 until April 2020, Mr. Hart served as acting thereunderChief Financial Officer of Expedia Group after the departure of the former Chief Financial Officer. Mr. Hart also served as Expedia Group’s Chief Strategy Officer with responsibility for Expedia Group’s strategy and business development as well as global mergers & acquisitions and investments. Prior to assuming the Chief Strategy Officer position, Mr. Hart served as the General Manager of Expedia Group’s CarRentals.com brand for nearly three years. Prior to that, he oversaw corporate strategy for Expedia Group, leading some of Expedia Group’s largest acquisitions. Before joining Expedia Group, Mr. Hart spent time as a Vice President at Lake Capital, as a Project Leader at Boston Consulting Group, and as a Consultant at Accenture. Mr. Hart holds a bachelor’s degree from Georgia State University and a Master’s in Business Administration from University of Chicago Booth School of Business. Mr. Hart was nominated to our board of directors by Expedia, pursuant to the Shareholders Agreement as described below and the Transition & Services Agreement, dated September 14, 2022, between Mr. Hart and Expedia, Inc. Mr. Hart’s experience in corporate finance, corporate strategy and business development led the board of directors to conclude that he should serve as a director for the Company.
Kathleen Winters
Kathleen Winters, 55, has served as a member of the Company’s board of directors since May 27, 2022. Ms. Winters currently serves as a member of the board of directors and Audit Committee of Definitive Healthcare (Nasdaq: DH), an industry leader in healthcare commercial intelligence. Ms. Winters served as Chief Financial Officer of ADP (Nasdaq: ADP), a leading global technology company providing human capital management solutions, from 2019 to 2021. As Chief Financial Officer, Ms. Winters guided ADP through the pandemic, accelerated meaningful digital and operational transformation and implemented a rigorous capital allocation program. Ms. Winters led ADP’s global finance organization and represented the company to stakeholders, communicating the company’s strategy, investments and financial performance. Ms. Winters oversaw Business Finance, Financial Planning and Analysis, Investor Relations, Tax, Treasury (including Client Fund Portfolio Investment), Controllership and Internal Audit. Prior to joining ADP, Ms. Winters served as Managing Director, Chief Financial Officer of MSCI Inc. (NYSE: MSCI), a leading provider of investment decision support tools for institutional investors, including indexes, from 2016 to 2019. Before joining MSCI, Ms. Winters spent fourteen years in various leadership roles at Honeywell International, including CFO of Performance Materials & Technologies, a $10 billion materials and services company, Corporate Controller and Global Leader of Financial Planning & Analysis. Prior to Honeywell, Ms. Winters began her career at PwC, serving clients primarily in the entertainment and media industries. Ms. Winters received her bachelor’s degree from Boston College, is a CPA and a Six Sigma Certified Black Belt. Ms. Winters was recommended as a nominee to our board of directors by the Chief Executive Officer and Chairman of the board of directors. Ms. Winters’s extensive experience in corporate finance led the board of directors to conclude that she should serve as a director for the Company.
Required Vote
Each director will be elected by a majority of the votes cast (i.e., the number of shares voted FOR a nominee must exceed the number of shares voted AGAINST that nominee, excluding abstentions).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE ABOVE NOMINEES FOR ELECTION AS CLASS I DIRECTORS TO THE BOARD.
Class II and III Directors Continuing in Office
Below are biographies of the directors continuing in office:
James Bush
James Bush, 65, has served as a member of the Company’s board of directors since May 27, 2022 and served on the GBT board of directors from January 2020 until May 27, 2022. Mr. Bush joined American

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Express in 1987 and served various marketing, customer service and operations roles before becoming Executive Vice President and General Manager of the new Strategic Alliances Group in 2000. Before retiring from American Express in 2018, Mr. Bush served as a Senior Advisor to the new chief executive officer, with a special focus on growth opportunities in Asia. In his most recent role from 2015 to 2018, Mr. Bush was President, Global Network and International Card Services, responsible for all consumer business outside the United States and all global bank partnerships. As Executive Vice President, World Service from 2009 to 2015 and Executive Vice President, US Service Delivery from 2005 to 2009, Mr. Bush led customer care as well as global operations, card processing and credit and fraud management. From 2001 to 2005, Mr. Bush was the Regional President, Japan/Asia Pacific/Australia. Mr. Bush is a member of the Board of Trustees and the President’s Council at Valley Health System in New Jersey, the Corporate Board of Jupiter Medical Center in Jupiter, Florida and the Board of Trustees of Rider University. Mr. Bush previously served on the Board of Webster Financial Corporation and was a member of the Global Policy Forum at Penn State University. Mr. Bush received his B.S. in Accounting from Rider University. Mr. Bush’s extensive business experience, including as a senior executive officer of American Express, led the board of directors to conclude that he should serve as a director for the Company.
Richard Petrino
Richard Petrino, 55, has served as a member of the Company’s board of directors since May 27, 2022 and served on the GBT board of directors from October 2019 until May 27, 2022. Since February 2020, Mr. Petrino has served as COO of American Express National Bank (“AENB”) and a member of the AENB Board of Directors and American Express’ Executive Committee. In this role, Mr. Petrino is responsible for the administration of programs and services provided by AENB in partnership with the chief executive officer and other executive officers of AENB. Prior to his role as COO, Mr. Petrino served as Chief Accounting Officer and Corporate Controller of American Express from March 2018 to February 2020. Over his 25+ year career at American Express, Mr. Petrino served in various roles of increasing responsibility in both the Finance and Risk Management organizations. These roles included American Express Chief Operational Risk Officer as well as SVP of Corporate Planning and Investor Relations. Prior to joining American Express, Mr. Petrino worked in the Controllers Group at CS First Boston and in the Audit Group at KPMG. Mr. Petrino received his degree in Accounting from Lehigh University and his MBA from NYU. He is also a CPA. Mr. Petrino’s extensive experience in business and corporate finance, including as a senior executive officer of American Express, led the board of directors to conclude that he should serve as a director for the Company.
Mohammed Saif S.S. Al-Sowaidi
Mohammed Saif S.S. Al-Sowaidi, 41, has served as a member of the Company’s board of directors since May 27, 2022 and served on the GBT board of directors from June 2014 until May 27, 2022. Since April 2020, Mr. Al-Sowaidi has served as the Chief Investment Officer — North and South Americas, for the Qatar Investment Authority, where he leads QIA’s investments across various asset classes in the Americas region. Mr. Al-Sowaidi is also a member of the QIA executive committee. Mr. Al-Sowaidi was President — Qatar Investment Authority US Office, in New York for the period 2015-2020, where Mr. Al-Sowaidi established QIA’s office in New York to support QIA growth in the United States. Mr. Al-Sowaidi joined QIA in 2010 and has held multiple roles, such as Portfolio Manager for the TMT Portfolio, Industrial Portfolio and Head of the Private Equity Funds Portfolio. Before joining QIA, Mr. Al-Sowaidi was a Director, Corporate Banking at Masraf Al-Rayan covering the Government and Real Estate Sectors from 2006-2010 and Financial Analyst at ExxonMobil Treasury in Qatar from 2004-2006. Mr. Al-Sowaidi is a CFA Charterholder, 2013 and obtained his MBA from the TRIUM Program in 2018. Mr. Al-Sowaidi holds double major Bachelor’s Degrees in Statistics and Finance from the University of Missouri Columbia. Mr. Al-Sowaidi’s experience in business, investment management and corporate finance led the board of directors to conclude that he should serve as a director for the Company.
Susan Ward
Susan Ward, 62, has served as a member of the Company’s board of directors since May 27, 2022 and served on the GBT board of directors from September 20, 2021 until May 27, 2022. Ms. Ward has served on the board of directors of Saia, Inc. (Nasdaq: SAIA) since November 2019 and Ecovyst Inc.

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(NYSE: ECVT) since June 2020. Ms. Ward is the retired Chief Accounting Officer of UPS, a role in which she served from 2015 to 2019, with her career spanning more than 25 years. At UPS, she held a variety of roles within Finance & Accounting as well as Operations. Her experience includes Corporate Finance, Mergers & Acquisitions, Global Risk Management, Pension Investments, External Reporting, Corporate Accounting, and Internal Audit. Ms. Ward’s experience also includes P&L responsibility for a United States small package operation and the design and execution of a global finance and accounting functional transformation, which was targeted to save annually through technology enabled solutions such as data analytics, artificial intelligence and robotics. Prior to joining UPS, Ms. Ward served as a Senior Manager at Ernst & Young in both New York City and Atlanta where her industry experience included real estate, telecommunications and entrepreneurial businesses. Ms. Ward received her Bachelors in Accounting from St. Bonaventure University and her MBA in Finance from Fordham University. Ms. Ward also attended the Leadership and Strategic Impact Executive Program at the Tuck School of Business at Dartmouth College. Ms. Ward is a Certified Public Accountant. Ms. Ward’s extensive experience in business, corporate finance and accounting led the board of directors to conclude that she should serve as a director for the Company.
Gloria Guevara Manzo
Gloria Guevara Manzo, 55, has served as a member of the Company’s board since May 27, 2022. Ms. Guevara Manzo has served as Chief Special Advisor for the Ministry of Tourism of Saudi Arabia since May 2021. Prior to joining the Ministry of Tourism of Saudi Arabia, Ms. Guevara Manzo was President and Chief Executive Officer of the World Travel & Tourism Council, the body that represents global private travel and tourism worldwide, from August 2017 to May 2021. Ms. Guevara Manzo began her career at NCR Corp in 1989 and in the travel industry in 1995 working at Sabre Travel Network and Sabre Holdings. Ms. Guevara Manzo later served as Chief Executive Officer of JV Sabre Mexico, reporting to a board of directors from Aeromexico, Mexicana, and Sabre Holdings. In March 2010, Ms. Guevara Manzo was appointed by President Felipe Calderon as Secretary of Tourism for Mexico, and in addition, was given the full responsibility of the Mexican Tourism Board. Ms. Guevara Manzo formerly served on the board of directors of HSBC Mexico, Playa Hotels & Resorts (Nasdaq: PLYA) and other organizations. Ms. Guevara Manzo was Special Advisor on Government Affairs to Harvard University’s School of Public Health and was part of the Future for Travel, Tourism and Aviation Global Agenda Council of the World Economic Forum. Ms. Guevara Manzo received her B.S. in Computer Science from Anahuac University and MBA from Kellogg School of Business, Northwestern University. Ms. Guevara Manzo’s extensive experience in business and public service led the board of directors to conclude that she should serve as a director for the Company.
Raymond Donald Joabar
Raymond Donald Joabar, 57, has served as a member of the Company’s board of directors since May 27, 2022 and served on the GBT board of directors from October 2019 until May 27, 2022. Mr. Joabar joined American Express in 1992 and has served in a wide variety of senior roles. Mr. Joabar is Group President of American Express’ Global Merchant & Network Services (“GMNS”) organization. In this position, he leads the team that oversees relationships with the millions of merchants around the world that accept American Express, as well as the team that runs American Express’ payment network and manages bank partnerships globally. Mr. Joabar is a member of the American Express Executive Committee, which is responsible for developing the company’s strategic direction and determining key policies affecting the company overall. Prior to his role as Group President, GMNS, Mr. Joabar served as Chief Risk Officer of American Express and AENB from September 2019 to May 2021. As Chief Risk Officer, Mr. Joabar was responsible for developing American Express’ and the AENB’s risk appetite, ensuring safety and soundness, and strengthening the control and compliance environment. Prior to this, Mr. Joabar served as President of the International Consumer Services and Global Travel and Lifestyle Services group at American Express, where he helped lead the development of the country-by-country strategy that led to accelerated growth in the company’s top strategic international markets. Mr. Joabar received his B.S. in Electrical Engineering from the University of Michigan and his MBA from Manchester Business School. He currently serves on the board of directors of the Lincoln Center Theatre and the American Associates of the National Theatre. Mr. Joabar’s extensive experience in business and risk management, including as a senior executive officer of American Express, led the board of directors to conclude that he should serve as a director for the Company.

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Michael Gregory (Greg) O’Hara
Michael Gregory (Greg) O’Hara, 57, has served as the Chairman of the Company’s board of directors since May 27, 2022 and served as the Chairman of GBT from June 2014 until May 27, 2022. Mr. O’Hara is the Founder and Senior Managing Director of Certares Management LLC (“Certares”), a firm founded in 2012 that invests in the travel, tourism and hospitality sectors. Prior to forming Certares, Mr. O’Hara served as Chief Investment Officer of JPMorgan Chase’s Special Investments Group (“JPM SIG”). Prior to this role at JPM SIG, Mr. O’Hara was a Managing Director of One Equity Partners (“OEP”), the private equity arm of JPMorgan. Before joining OEP in 2005, he served as Executive Vice President of Worldspan and was a member of its board of directors. Mr. O’Hara serves on the Boards of Directors of Certares Holdings, CK Opportunities Fund, Certares Real Estate Holdings, Tripadvisor (Nasdaq: TRIP), Singer Vehicle Design and World Travel & Tourism Council. Mr. O’Hara’s extensive experience in business and investment management led the board of directors to conclude that he should serve as a director for the Company.
Itai Wallach
Itai Wallach, 35, has served as a member of the Company’s board since May 27, 2022. Mr. Wallach is a partner in the Private Equity group of Apollo, which he joined in 2012. Mr. Wallach previously served on the board of directors of Qdoba Restaurant Corporation from January 2022 to September 2022, McGraw-Hill Education from March 2017 to July 2021, Smart & Final from June 2019 to July 2021, Smart Stores Holding Corp. from April 2019 to April 2020, The Fresh Market from January 2017 to December 2020 and Jacuzzi Brands from February 2017 to February 2019. Prior to joining Apollo, Mr. Wallach was a member of the Financial Sponsors Investment Banking group at Barclays Capital. He graduated with distinction as an Ivey scholar from the Richard Ivey School of Business at the University of Western Ontario with a Bachelor of Arts in Honors Business Administration. Mr. Wallach’s experience in investment management led the board of directors to conclude that he should serve as a director for the Company.
Board Diversity Matrix
(as of April 21, 2023)
Total Number of Directors​​11​
​​​Female​​Male​​Did Not
Disclose		​
Gender Identity​​​​3​​​​​6​​​​​2​​
Demographic Background​
Hispanic or Latinx​​​​1​​​​​—​​​​​—​​
Middle Eastern​​​​—​​​​​1​​​​​—​​
White​​​​2​​​​​5​​​​​—​​
Did not Disclose Demographic Background​​​​—​​​​​—​​​​​2​​
General Information About the Board of Directors
Director Attendance at Board of Directors, Committee and Annual Meetings
Our board of directors held five meetings from May 27, 2022, the closing of our business combination with Apollo Strategic Growth Capital (“Business Combination”), through December 31, 2022. Each incumbent director serving during fiscal year 2022 attended at least 75% of the aggregate of all meetings of the board of directors and all meetings of committees of which such director was a member. Our Corporate Governance Guidelines provide that directors are expected to attend the Company’s annual meeting of stockholders.
Director Independence
New York Stock Exchange (“NYSE”) listing standards require that a majority of a board of directors be independent, subject to the controlled company exception. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual

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having a relationship which in the opinion of the board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
We have six “independent directors” as defined in the NYSE listing standards and applicable SEC rules, including James Bush, Gloria Guevara Manzo, Michael Gregory (Greg) O’Hara, Mohammed Saif S.S. Al-Sowaidi, Susan Ward and Kathleen Winters. In addition, each of them qualifies as an independent director for the purpose of serving on the Audit and Finance Committee of the board of directors under SEC rules.
Leadership Structure of our Board of Directors
Our Corporate Governance Guidelines provide that the roles of chairman and chief executive officer may be either separate or combined. Our board of directors exercises its discretion in combining or separating these positions as it deems appropriate in the best interests of the Company, subject to the requirements of the Shareholders Agreement.
Currently, our board of directors is chaired by Mr. O’Hara and our Chief Executive Officer is Mr. Abbott. As a general policy, we believe separation of the positions of chairman and chief executive officer reinforces the independence of the board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the board of directors as a whole.
Board of Directors’ Role in Risk Oversight
Our management is responsible for identifying risks facing our Company, including strategic, financial, operational and regulatory risks, implementing risk management policies and procedures and managing our day-to-day risk exposure.
The Audit and Finance Committee discusses guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company, including the internal audit function, assess and manage the Company’s exposure to risk, as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.
The Compensation Committee reviews the compensation arrangements for the Company’s employees to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking, and reviews and discusses, at least annually, the relationship between risk management policies and practices, corporate strategy and the Company’s compensation arrangements.
The Nominating and Corporate Governance Committee recommends that the board of directors establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise.
The Risk Management and Compliance Committee reviews and assesses management’s identification of all risks and their relative weights; assesses the adequacy of management’s plan for risk control or mitigation, and, in coordination with the Audit and Finance Committee, disclosure of such risks; reviews and assesses the effectiveness of the Company’s regulatory corporate compliance framework and opportunities proposed by management and selected by the Risk Management and Compliance Committee for further review and assessment; and reviews, assesses and discusses: (i) any risks or other material exposures, (ii) the steps management has taken to minimize such risks or other exposures, (iii) the Company’s underlying policies with respect to risk assessment and risk management and (iv) the overall effectiveness of the Company’s culture of compliance.
In addition, the board of directors is regularly presented with information at its regularly scheduled and special meetings regarding risks facing our Company, and management provides more frequent, informal communications to the board of directors between regularly scheduled meetings which are designed to give the board of directors regular updates about our business. The board of directors considers this information and provides feedback, makes recommendations, and, as appropriate, authorizes or directs management to address particular exposures to risk.

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Committees of the Board of Directors
Our board of directors has established the following committees: an Audit and Finance Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Risk Management and Compliance Committee. The composition and responsibilities of each of the committees of the board are described below. From time to time, our board of directors may establish other committees to facilitate the management of our business. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.
Audit and Finance Committee
The Audit and Finance Committee consists of Susan Ward, who serves as the chair, James Bush and Kathleen Winters. Each of Susan Ward, James Bush and Kathleen Winters qualifies as an independent director under the corporate governance standards of the NYSE and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The board of directors has determined that each of Susan Ward and Kathleen Winters qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. The functions of the Audit and Finance Committee include, among other things:
•
evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;
​
•
reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;
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•
monitoring the rotation of partners of our independent auditors on our engagement team as required by law and considering whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis;
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•
reviewing relationships that may reasonably be thought to bear on our auditors’ independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditors;
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•
reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and discussing the statements and reports with our independent auditors and management;
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•
overseeing the activities of the internal audit function, including its responsibilities, budget and staffing, and reviewing with management the progress and results of all internal audit projects;
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•
reviewing with management our internal controls, including any special audit steps adopted in light of the discovery of material control deficiencies;
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•
reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;
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•
reviewing with management and our auditors any earnings announcements and other public announcements regarding material developments;
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•
establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
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•
preparing the report that the SEC requires in our annual proxy statement;
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•
reviewing and providing oversight of any related person transactions and reviewing and monitoring compliance with legal and regulatory responsibilities, including our Code of Conduct;
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•
reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and
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•
reviewing and evaluating on an annual basis the performance of the Audit and Finance Committee, including compliance of the Audit and Finance Committee with its charter.
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Our board of directors has adopted a written charter for the Audit and Finance Committee, which is available on our website.
In addition, the Audit and Finance Committee carries out the functions assigned to the exchange committee (“Exchange Committee”) under the Exchange Agreement (as defined below), subject to our board of directors’ reserved discretion to redelegate such functions to a separate exchange committee that meets the requirements set forth in the Exchange Agreement.
Compensation Committee
The Compensation Committee consists of James Bush, who serves as the chair, Gloria Guevara Manzo and Michael Gregory (Greg) O’Hara. Each of James Bush, Gloria Guevara Manzo and Michael Gregory (Greg) O’Hara qualifies as an independent director under the corporate governance standards of the NYSE and as a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act. The functions of the Compensation Committee include, among other things:
•
reviewing, modifying and approving our overall compensation strategy and policies;
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•
reviewing and approving the compensation and other terms of employment of our executive officers;
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•
reviewing and approving performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives;
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•
reviewing, modifying, approving and administering the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;
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•
establishing policies with respect to votes by our stockholders to approve executive compensation as required by Section 14A of the Exchange Act and determining our recommendations regarding the frequency of advisory votes on executive compensation;
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•
retaining or terminating a compensation consultant or firm to be used to assist the Compensation Committee in benchmarking and setting appropriate compensation levels and policies and approving such consultant’s or firm’s fees and other retention terms;
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•
establishing policies with respect to equity compensation arrangements;
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•
reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;
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•
reviewing the adequacy of its charter on a periodic basis;
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•
preparing the report that the SEC requires in our annual proxy statement; and
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•
reviewing and assessing on an annual basis the performance of the Compensation Committee.
​
Our board of directors has adopted a written charter for the Compensation Committee, which is available on our website.
Compensation Consultant Independence.   The Compensation Committee continually reviews the Company’s compensation program and meets regularly with Semler Brossy Consulting Group, LLC (“Semler Brossy”), its independent compensation consultant, to conduct a review of the Company’s compensation practices. The Compensation Committee has considered various factors bearing upon Semler Brossy’s independence including, but not limited to, the fees received by Semler Brossy from GBTG as a percentage of Semler Brossy’s total revenue; Semler Brossy’s ownership of any GBTG stock, Semler Brossy’s policies and procedures designed to prevent conflicts of interest; and any business or personal relationships that could impact Semler Brossy’s independence. Upon completion of its review, the Compensation Committee determined that Semler Brossy was independent and that its engagement did not present any conflicts of interest. Semler Brossy reports directly to the Compensation Committee. The Compensation Committee considers input from the compensation consultant as one factor in making decisions with respect to compensation matters.

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Compensation Policies and Practices Risk Assessment.   The Compensation Committee has assessed compensation policies and practices for Company employees and has concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company or its business. For further discussions of the risk assessment of our executive compensation programs, see the section below “Compensation Discussion & Analysis — Compensation Committee Review of Risk”.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of Michael Gregory (Greg) O’Hara, who serves as the chair, James Bush and Mohammed Saif S.S. Al-Sowaidi. Each of James Bush, Michael Gregory (Greg) O’Hara, James Bush and Mohammed Saif S.S. Al-Sowaidi qualifies as an independent director under the corporate governance standards of the NYSE. The functions of the Nominating and Corporate Governance Committee include, among other things:
•
identifying, reviewing and evaluating candidates to serve on the board of directors consistent with criteria approved by the board;
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•
determining the minimum qualifications for service on the board;
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•
evaluating, nominating and recommending individuals for membership on the board of directors;
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•
evaluating nominations by stockholders of candidates for election to the board of directors;
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•
considering and assessing the independence of members of GBTG;
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•
developing a set of corporate governance policies and principles, including a code of business conduct and ethics, periodically reviewing and assessing these policies and principles and their application and recommending to the board of directors any changes to such policies and principles;
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•
considering questions of possible conflicts of interest of directors as such questions arise;
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•
reviewing the adequacy of its charter on an annual basis; and
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•
annually evaluating the performance of the Nominating and Corporate Governance Committee.
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Our board of directors has adopted a written charter for the Nominating and Corporate Governance Committee that is available on our website and subject to the nomination rights of Amex HoldCo., Juweel and Expedia (together, the “Continuing JerseyCo Owners”) in the Shareholders Agreement.
Risk Management and Compliance Committee
The Risk Management and Compliance Committee consists of Kathleen Winters, who serves as the chair, Raymond Donald Joabar, Richard Petrino, Mohammed Saif S.S. Al-Sowaidi and Susan Ward. The functions of the Risk Management and Compliance Committee include, among other things:
•
assessing and providing oversight to management relating to the identification and assessment of material risks facing us, including strategic, operational, regulatory, information and external risks inherent in our business and the control processes with respect to such risks;
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•
overseeing our risk management, compliance and control activities, including without limitation the development and execution by management of strategies to mitigate risks; and
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•
overseeing the integrity of our systems of operational controls regarding legal and regulatory compliance.
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Our board of directors has adopted a written charter for the Risk Management and Compliance Committee. The charter is available on our website.
Code of Conduct
Our board of directors has adopted a Code of Conduct applicable to all of our employees, executive officers and directors. The Code of Conduct is available on our website at https://investors.amexglobalbusinesstravel.com. The Nominating and Corporate Governance Committee of our board of directors is responsible for overseeing the Code of Conduct and must approve any waivers

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of the Code of Conduct for executive officers and directors with respect to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K. Any amendments or waivers to the Code of Conduct requiring disclosure under SEC rules and NYSE listing standards will be posted on our website.
Stockholder Communications with the Board of Directors
Stockholders of the Company wishing to communicate with the board of directors or an individual director may send a written communication to the board of directors or such director at the following address:
c/o Global Business Travel Group, Inc.
666 3rd Avenue, 4th Floor
New York, NY 10017
Attn: Corporate Secretary
The Corporate Secretary will review each communication, and will forward such communication to the board of directors or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Corporate Secretary shall discard the communication or inform the proper authorities, as may be appropriate.

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PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit and Finance Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors. In connection with this responsibility, the Audit and Finance Committee evaluates and monitors the auditors’ qualifications, performance and independence. This responsibility includes a review and evaluation of the independent auditors. The Audit and Finance Committee approves all audit engagement fees and terms associated with the retention of the independent auditors.
As a matter of good corporate governance, the board of directors is requesting our stockholders to ratify the Audit and Finance Committee’s selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. KPMG LLP has served as GBT’s independent registered public accounting firm since 2014. The Audit and Finance Committee and the board of directors believe that the continued retention of KPMG LLP as our independent auditors is in the best interests of the Company. The Audit and Finance Committee carefully considered the selection of KPMG LLP as our independent auditors. The Audit and Finance Committee charter requires the Audit and Finance Committee to periodically consider whether the independent audit firm should be rotated. In addition to evaluating rotation of the independent auditors, the Audit and Finance Committee oversees the selection of the new lead audit partner and the Audit and Finance Committee chair participates directly in the selection of the new lead audit partner.
If the stockholders do not ratify the selection, the Audit and Finance Committee will reconsider its selection. Even if the selection is ratified, the Audit and Finance Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit and Finance Committee determines that such a change would be in the best interests of the Company and its stockholders.
Representatives from KPMG LLP are expected to be present at the Annual Meeting and will have discretionan opportunity to make a statement at the Annual Meeting if they desire to do so and are expected to be available to respond to appropriate questions at the Annual Meeting.
Required Vote
Approval by the affirmative vote of a majority of votes cast by the holders of all of the shares of common stock that are entitled to vote on the matter is required to ratify the selection of KPMG LLP.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.
Fees Billed by the Principal Accountant
The following table sets forth all fees billed for professional audit services and other services rendered by KPMG LLP for each of the years ended December 31, 2022 and 2021:
​​​2022
($)		​​2021
($)		​
​​​(in thousands)​
Audit Fees(1)​​​​6,437​​​​​7,520​​
Audit-Related Fees(2)​​​​700​​​​​659​​
Tax Fees(3)​
​​​​2,740​​​​​2,679​​
Total(4)​
​​​​9,877​​​​​10,858​​
​
(1)
Audit Fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements included
​

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in quarterly reports, services rendered in connection with SEC registration statements and services that are normally provided by KPMG LLP, such as comfort letters, in connection with statutory and regulatory filings or engagements.
(2)
Audit-Related Fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations in connection with attestation services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.
​
(3)
Tax Fees consist of fees for professional services rendered for tax compliance and tax advice.
​
(4)
The fees for the years ended December 31, 2022 and 2021 include those incurred for services provided by KPMG LLP to GBT until the closing of the Business Combination on May 27, 2022.
​
Audit and Finance Committee Pre-Approval Policy
Our Audit and Finance Committee is responsible for approving all audit, audit-related and certain other services specified in its charter. The Audit and Finance Committee reviews and, in its sole discretion, approves the independent auditors’ annual engagement letter, including the proposed fees contained therein, as well as all audit and all permitted non-audit engagements and relationships between the Company and the independent auditor (which approval should be made after receiving input from the Company’s management, if desired). Approval of audit and permitted non-audit services will be made by the Audit and Finance Committee or as otherwise provided for in a pre-approval policy approved by the Audit and Finance Committee.

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AUDIT AND FINANCE COMMITTEE REPORT
The Audit and Finance Committee reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2022, with our management and with our independent registered public accounting firm, KPMG LLP. In addition, the Audit and Finance Committee 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. The Audit and Finance Committee also discussed with KPMG LLP the written disclosures and the independence letter from KPMG LLP required by the applicable requirements of the PCAOB.
Based on the Audit and Finance Committee’s review of the audited consolidated financial statements and the review and discussions described in accordancethe preceding paragraph, the Audit and Finance Committee recommended to the board of directors that the audited consolidated financial statements for the fiscal year ended December 31, 2022, be included in the 2022 Annual Report.
Audit and Finance Committee
Susan Ward (Chair)
James Bush
Kathleen Winters
The above Audit and Finance Committee Report is not soliciting material, is not deemed filed with their best judgment. We dothe SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act whether made before or after the date of this proxy statement and irrespective of any general incorporation language in any such filings.

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PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding beneficial ownership of our common stock as of the Record Date by:
•
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;
​
•
each of our directors;
​
•
each of our NEOs; and
​
•
all of our current executive officers and directors as a group.
​
The percentage ownership information is based on 69,498,992 shares of Class A Common Stock and 394,448,481 shares of Class B Common Stock outstanding as of the Record Date, which for purposes of the table below include any shares of unvested restricted stock that are held by such individual or entity over which such individual or entity has voting rights.
The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to equity awards or other rights held by such person that are currently anticipate thatexercisable or will become exercisable within 60 days after the Record Date, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other matters will be raisedperson. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
​​​Class A Common Stock
Beneficially Owned		​​Class B Common Stock
Beneficially Owned		​​Combined
Total
Voting
Power		​
Name of Beneficial Owner(1)(2)
​​Shares​​Percent​​Shares​​Percent​​Percent​
Five Percent Holders​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Juweel Investors (SPC) Limited(3)​
​​​​162,388,084​​​​​70.0%​​​​​162,388,084​​​​​41.2%​​​​​35.0%​​
American Express Company(4)​
​​​​157,786,199​​​​​69.4%​​​​​157,786,199​​​​​40.0%​​​​​34.0%​​
Expedia Group, Inc.(5)​
​​​​74,274,198​​​​​51.7%​​​​​74,274,198​​​​​18.8%​​​​​16.0%​​
Apollo Principal Holdings III GP, Ltd.(6)​
​​​​25,706,886​​​​​37.0%​​​​​—​​​​​—​​​​​5.5%​​
Entities affiliated with or managed by affiliates of
Ares Management LLC(7)
​​​​8,675,568​​​​​12.5%​​​​​—​​​​​—​​​​​1.9%​​
HG Vora Capital Management, LLC(8)​
​​​​8,200,000​​​​​11.8%​​​​​—​​​​​—​​​​​1.8%​​
Sabre Corporation(9)​
​​​​8,000,000​​​​​11.5%​​​​​—​​​​​—​​​​​1.7%​​
Zoom Video Communications, Inc.(10)​
​​​​4,000,000​​​​​5.9%​​​​​—​​​​​—​​​​​*​​
Directors and Named Executive Officers​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Paul Abbott​​​​17,739​​​​​*​​​​​—​​​​​—​​​​​*​​
Martine Gerow(11)​
​​​​1,158,332​​​​​1.6%​​​​​—​​​​​—​​​​​—​​
Andrew Crawley​​​​—​​​​​*​​​​​—​​​​​—​​​​​*​​
Michael Qualantone(12)​
​​​​438,117​​​​​*​​​​​—​​​​​—​​​​​*​​
Eric Bock(13)​
​​​​465,805​​​​​*​​​​​—​​​​​—​​​​​—​​
James Bush​​​​17,500​​​​​*​​​​​—​​​​​—​​​​​*​​
Eric Hart​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Raymond Donald Joabar​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​

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​​​Class A Common Stock
Beneficially Owned		​​Class B Common Stock
Beneficially Owned		​​Combined
Total
Voting
Power		​
Name of Beneficial Owner(1)(2)
​​Shares​​Percent​​Shares​​Percent​​Percent​
Gloria Guevara Manzo​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Michael Gregory O’Hara​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Richard Petrino​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Mohammed Saif S.S. Al-Sowaidi​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Itai Wallach​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Susan Ward​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Kathleen Winters​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Directors and Executive Officers as a Group​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
(20 Individuals)(14)​
​​​​3,626,349​​​​​5.0%​​​​​—​​​​​—​​​​​*​​
​
*
Represents beneficial ownership of less than 1%.
​
(1)
The Continuing JerseyCo Owners (or certain permitted transferees thereof) have the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their non-voting redeemable shares of GBT (with automatic surrender for cancellation of an equal number of shares of Class B Common Stock) for shares of Class A Common Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the Special Meeting.
How do I revoke my proxy?
You may revoke your proxy by (1) following the instructions on your proxy card and entering a new vote by mail that we receive before the startoption of the Special Meeting or overExchange Committee, for cash (based on the Internet or by phone prior to the cutoff time of 9:00 a.m. Eastern Time on January 6, 2023, (2) attending and voting online at the Special Meeting (although attendance at the Special Meeting will not in and of itself revoke a proxy), or (3) filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the takingvolume-weighted average price of the vote atshares of Class A Common Stock for the Special Meeting. Such written noticefive trading day period ending on the trading day immediately preceding the applicable exchange date). “Class A Common Stock Beneficially Owned” includes the shares of revocation or subsequent proxy card should be sent to our principalClass A Common Stock issuable upon such exchanges.
​
(2)
The business address of each director and executive offices atofficer of GBTG is c/o Global Business Travel Group, Inc., 666 3rd Avenue, 4th Floor, New York, NY 10017.
​
(3)
Based solely upon the Schedule 13D filed by Juweel with the SEC on June 6, 2022. Juweel is managed by its board of directors. The business address of Juweel is 350 Madison Avenue, 8th Floor, New York, 10017, Attention:NY 10017.
​
(4)
Based solely upon the Schedule 13D filed by American Express with the SEC on June 6, 2022. Consists of securities held of record by Amex HoldCo. The principal business address of this entity is 200 Vesey Street, New York, NY 10285.
​
(5)
Based solely upon the Schedule 13D filed by Expedia Group, Inc. with the SEC on June 6, 2022. Consists of securities held of record by Expedia. The business address of such parties is 1111 Expedia Group Way W., Seattle, WA 98119.
​
(6)
Based solely upon the Schedule 13D/A filed by Apollo Principal Holdings III GP, Ltd. (“Principal III GP”) with the SEC on October 13, 2022. APSG Sponsor, L.P. (the “Sponsor”) is managed by affiliates of Apollo. AP Caps II Holdings GP, LLC (“Holdings GP”) is the general partner of Sponsor. Apollo Principal Holdings III, L.P. (“Principal III”) is the sole member of Holdings GP. Principal III GP serves as the general partner of Principal III. Messrs. Marc Rowan, Scott Kleinman and James Zelter are the directors of Principal III GP and as such may be deemed to have voting and dispositive control of the securities held of record by Sponsor. The address of each of the Sponsor and Holdings GP is c/o Walkers Corporate Secretary.Limited, Cayman Corporate Centre, 27 Hospital Rd., George Town, Cayman Islands, KY1-9008. The address of each of Principal III and Principal III GP is c/o Intertrust Corporate Services, (Cayman) Limited, 190 Elgin Avenue, George Town, Cayman Islands, KY1-9008. The address of each of Messrs. Rowan, Kleinman and Zelter is 9 West 57th Street, 43rd Floor, New York, New York 10019.
If a broker, bank, or other nominee holds your​
(7)
Based solely upon the Schedule 13G filed by Ares Management LLC with the SEC on June 8, 2022. Consists of 8,675,568 shares you must contact such broker, bank, or nomineeof Class A Common Stock. 4,337,784 shares of Class A Common Stock are held by ASOF Holdings I, L.P., 2,168,891 shares of Class A Common Stock are held by ASOF II A (DE) Holdings I, L.P. and 2,168,893 shares of Class A Common Stock are held by ASOF II Holdings I, L.P. (collectively, the “Ares Holders”). The manager of the Ares Holders is ASOF Investment Management LLC, and the sole member of ASOF Investment Management LLC is Ares Management
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LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. and the general partner of Ares Management Holdings L.P. is Ares Holdco LLC. The sole member of Ares Holdco LLC is Ares Management Corporation. Ares Management GP LLC is the sole holder of the Class B common stock of Ares Management Corporation (the “Ares Class B Common Stock”) and Ares Voting LLC is the sole holder of the Class C common stock of Ares Management Corporation (the “Ares Class C Common Stock”). Pursuant to Ares Management Corporation’s Certificate of Incorporation in order to find out how to change your vote.
How is a quorum reached?
Our Bylaws (our “Bylaws”), provide thateffect as of the date of this filing, the holders of a majority in voting power of the capital stock ofAres Class B Common Stock and the Company issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum forAres Class C Common Stock, collectively, will generally have the transaction of business at the Special Meeting.
Shares that are voted “abstain” and broker “non-votes,” if any, are counted as present for purposes of determining whether a quorum is present at the Special Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.
How is the vote counted?
Under our Bylaws, when a quorum is present at any meeting, the affirmative vote of a majority of the votes cast by shareson any matter submitted to the stockholders of capital stockAres Management Corporation if certain conditions are met. The sole member of both Ares Management GP LLC and Ares Voting LLC is Ares Partners Holdco LLC. We refer to all of the Company that are entitled to vote onforegoing entities collectively as the subject matter shall decide any question brought before such meeting, unless“Ares Entities.” Ares Partners Holdco LLC is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal. Mr. Ressler generally has veto authority over decisions by the question is one upon which by express provisionboard of managers of Ares Partners Holdco LLC. Each of the certificate of incorporationmembers of the Company (the “Certificateboard of Incorporation”), the Shareholders Agreement (as defined in the Certificate of Incorporation), our Bylaws or the DGCL a different vote is required, in which case such express provision shall govern and control the decision of such question. Our Bylaws provide that, except as otherwisemanagers expressly provided for in the Certificate of Incorporation or required by applicable law, and without limiting the rights of any party to the Shareholders Agreement, the holders of common stock having the right to vote in respect of such common stock, shall vote together as a single class on all matters submitted to a votedisclaims beneficial ownership of the stockholders having voting rights generally.
Abstentions and broker “non-votes”, if any, are not included as votes cast and, therefore, do not have an impact on such proposals. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner.
If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to “non-discretionary” items. Proposal No. 1 is a “non-discretionary” item. If you do not instruct your broker how to vote with respect to this proposal, your broker may not vote for this proposal, and those votes will be counted as broker “non-votes.” If you hold your shares in “street name”, we strongly encourage you to submit your proxy by following the instructions provided by your nominee and exercise your right to vote as a stockholder as promptly as possible.
Who pays the cost for soliciting proxies?
We are making this solicitation and will pay the entire cost of preparing and distributing our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any
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Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. We may hire a proxy solicitor to assist us in the distribution of proxy materials and the solicitation of votes described above. Proxy solicitation expenses that we may pay would include those for preparation, mailing, returning, and tabulating the proxies.
How can I know the voting results?
We plan to announce preliminary voting results at the Special Meeting and will publish final results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”), within four business days following the Special Meeting.
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PROPOSAL NO. 1 – APPROVAL OF MIP OPTION EXCHANGE PROGRAM
Introduction
We are seeking stockholder approval of a stock option exchange program (the “MIP Option Exchange Program”) that would allow us to cancel out-of-the-money stock options, meaning outstanding stock options that have an exercise price that is equal to or greater than the market price for our Class A Common Stock (as further described below)owned by ASOF Holdings I, L.P., held by certainASOF II A (DE) Holdings I, L.P. and ASOF II Holdings I, L.P., respectively. Each of our employees, including certain of our executive officers, in exchange for new restricted stock units (“New RSUs”). The Company will implement the MIP Option Exchange Program by a tender offer (the “Tender Offer”)Ares Entities (other than ASOF Holdings I, L.P., pursuantASOF II A (DE) Holdings I, L.P. and ASOF II Holdings I, L.P., each with respect to the Tender Offer Statement on Schedule TOshares of Class A Common Stock owned by it) and the exhibits thereto includingequity holders, partners, members and managers of the Offer to Exchange Eligible Options for New Restricted Stock UnitsAres Entities expressly disclaims beneficial ownership of these shares of Class A common stock. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
(8)
Based solely on the Schedule 13G/A filed by HG Vora Capital Management, LLC with the SEC on December 13, 2022,February 14, 2023. HG Vora Capital Management, LLC is the consummationinvestment adviser to and may be deemed to have voting and dispositive power of which willthe securities held by HG Vora Special Opportunities Master Fund, Ltd. Parag Vora is the manager of HG Vora Capital Management, LLC. The mailing address for each of these entities and the individual discussed in this footnote is 330 Madison Avenue, 20th Floor, New York, NY 10017.
​
(9)
Based solely on the Schedule 13G filed by Sabre Corporation with the SEC on March 3, 2023. Marlins Acquisition Corp. is an indirect, wholly-owned subsidiary of Sabre Corporation. Sabre Corporation may be subjectdeemed to a conditionhave voting and dispositive power of the securities held by Marlins Acquisition Corp. The business address of Sabre Corporation is 3150 Sabre Drive, Southlake, TX 76092.
​
(10)
Based solely on the Schedule 13G filed by Zoom Video Communications, Inc. with the SEC on February 14, 2023. The business address of Zoom Video Communications, Inc. is 55 Almaden Boulevard, 6th Floor, San Jose, CA 95113.
​
(11)
Includes 1,148,331 stock options that are exercisable within 60 days of the Record Date.
​
(12)
Includes 371,303 stock options that are exercisable within 60 days of the Record Date.
​
(13)
Includes 331,503 stock options that are exercisable within 60 days of the Record Date.
​
(14)
Includes 3,330,797 stock options that are exercisable within 60 days of the Record Date.
​
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s stockholders approve the MIP Option Exchange Program.
The Company maintains the Company Management Incentive Plan, as amendeddirectors and restated (the “MIP”) pursuant to which GBT JerseyCo Limited,executive officers and persons who beneficially own more than 10% of a subsidiaryregistered class of the CompanyCompany’s equity securities (“GBT JerseyCo”), has granted options to certain executives and employees of the Company and its subsidiaries to purchase shares of GBT JerseyCo, which upon the assumption of the MIP by the Company on May 27, 2022 were converted into stock options (“Options”Reporting Persons”) to purchase sharesfile with the SEC reports on Forms 3, 4 and 5 concerning their ownership of ourand transactions in the Class A Common Stock including Options granted prior to December 2, 2021 (“Legacy Options”) and Options granted on December 2, 2021 (“BCA Options”).
For purposesother equity securities of the MIP Option Exchange Program, only out-of-the-money Legacy Options (the “Eligible Legacy Options”)Company, generally within two business days of a reportable transaction. As a practical matter, the Company seeks to assist its directors and out-of-the-money BCA Options (the “Eligible BCA Options”) will be eligible to be cancelledexecutives by monitoring transactions and exchanged for New RSUs (collectively, the “Eligible Options”). For purposescompleting and filing reports on their behalf.
To our knowledge, based solely on review of the MIP Option Exchange Program, “out-of-the-money” referscopies of such reports and any amendments thereto furnished to Optionsus during or with an exercise price that is equalrespect to or greaterour most recent fiscal year, all Section 16(a) filing requirements applicable to the Reporting Persons were satisfied, with the exception of the following reports, which were filed late: (i) a Form 3 for Marlins Acquisition Corp., which became a beneficial owner of more than the closing price10% of our Class A Common Stock on the expiration dateMay 27, 2022; (ii) a Form 3 for Ares Partners Holdco LLC and its affiliated entities, which became beneficial owners of the Tender Offer (the “Closing Date”). Eligible participants in the MIP Option Exchange Program include (i) all active employees asmore than 10% of the expiration of the Tender Offer (the “Closing”), except for employees who have given or received notice of termination as of the Closing (the “Eligible Legacy Optionholders”), and (ii) all active employees as of the Closing, except for employees who have given or received notice of termination as of the Closing (the “Eligible BCA Optionholders”, together with the Eligible Legacy Optionholders, the “Eligible Optionholders”). In addition, Michael Qualantone may participate solely with respect to his Eligible Legacy Options as further described below. As of December 9, 2022, 90% of the Legacy Options are vested and all are out-of-the-money. One third of the BCA Options vested on December 2, 2022, and as of December 9, 2022 all are also out-of-the-money. Legacy Options have exercise prices ranging from $5.74 to $14.58 and BCA Options have an exercise price of $10.03.
If approved by our stockholders, the MIP Option Exchange Program will permit Eligible Optionholders to (i) surrender all, but not less than all, of their out-of-the-money Legacy Options for cancellation in exchange for New RSUs (the “Legacy Option Exchange”) and (ii) other than Mr. Qualantone, surrender all, but not less than all, of their out-of-the-money BCA Options for cancellation in exchange for New RSUs (the “BCA Option Exchange”), in each case, subject to the terms and conditions described below. We believe as a result of Options being out-of-the-money, that Options fail to provide appropriate incentive and retentive value to the Eligible Optionholders. We are proposing the MIP Option Exchange Program because we believe that, by granting New RSUs, we will provide a better incentive and motivation to, and will contribute to the retention of, our key contributors than the out-of-the-money Options that they currently hold. We believe the MIP Option Exchange Program will restore the incentive and retentive benefit of our equity program, and reduce the need to grant separate replacement equity incentives, which would deplete the available share reserve under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”). Moreover, the MIP Option Exchange Program will allow us to devote more of our cash resources toward advancing our business, as the MIP Option Exchange Program is an alternative to increased cash compensation for the Eligible Optionholders.
Overview of the Proposed MIP Option Exchange Program
The Company’s Compensation Committee of its Board of Directors (the “Compensation Committee”) and our Board of Directors have approved the MIP Option Exchange Program, subject to stockholder approval as required by the MIP. The opportunity to participate in the MIP Option Exchange Program will be offered to the Eligible Optionholders who hold Eligible Options. As of December 9, 2022, there were 30 Eligible Optionholders and approximately 95% of the Eligible Optionholders’ outstanding Options constitute Eligible Options.
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If an Eligible Legacy Optionholder (other than Mr. Qualantone) elects the Legacy Option Exchange, then all, but no less than all, of their Legacy Options will be cancelled and exchanged for New RSUs to be granted under the 2022 Plan upon the Closing (i) with the number of total RSUs granted to the Eligible Legacy Optionholder equal to the quotient of (A)(1) fifty percent (50%) of the Eligible Legacy Optionholder’s 2022 target long-term incentive compensation level multiplied by (2) the number of full years elapsed starting on (and including) the first year in which the vesting commencement date for the Eligible Legacy Optionholder’s first Legacy Option grant occurred through (and including) the full fiscal year preceding the year of the Eligible Legacy Optionholder’s first long-term cash incentive award granted under the GBT JerseyCo Limited 2020 Executive Long-Term Cash Incentive Award Plan or the GBT JerseyCo Limited 2016 Long-Term Incentive Award Plan, as applicable, less the intrinsic value of any in-the-money Legacy Options, divided by (B) the greater of the closing price of our Class A Common Stock on the Closing Date or $5.00May 27, 2022; (iii) a Form 4 for Ares Partners Holdco LLC and (ii) which will be eligibleits affiliated entities with respect to vest one-third on eachshares of the first three (3) anniversaries of the Closing Date, subject to the Eligible Legacy Optionholder’s continued employment through the applicable vesting date. The New RSUs will also be subject to the terms and conditions of the forms of restricted stock unit award agreements previously approved by the Compensation Committee.
Mr. Qualantone will be permitted to participate only in the Legacy Option Exchange (and not in the BCA Option Exchange) and, if he elects to participate in the Legacy Option Exchange, he will receive a number of New RSUs equal to the quotient of (A) $6,000,000, less the intrinsic value of any in-the-money Legacy Options divided by (B) the greater of the closing price of our Class A Common Stock purchased on the Closing Date or $5.00. Any New RSUs grantedMay 31, June 1, June 2 and June 3, 2022; (iv) a Form 4 for Mr. Bock with respect to Mr. Qualantone will be eligible to vest fifty percent (50%) on each of the first two (2) anniversaries of the Closing Date, subject to his continued employment with GBT US LLC (“GBT US”) in good standing through the earlier of (a) June 30, 2023, (b) the date that GBT US terminates his employment without cause or (c) the date of his death, and his continued compliance with applicable restrictive covenants and other terms and conditions of his separation agreement and the applicable award agreement.
If an Eligible BCA Optionholder elects the BCA Option Exchange, then all, but no less than all, of their BCA Options will be cancelled and exchanged

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warrants exercisable for New RSUs to be granted under the 2022 Plan upon the Closing (i) with the number of total RSUs granted to the Eligible BCA Optionholder equal to the quotient of (A) fifty percent (50%) of the Eligible BCA Optionholder’s 2022 target long-term incentive compensation level, less the intrinsic value of any in-the-money BCA options, divided by (B) the greater of the closing price of our Class A Common Stock purchased on the Closing Date or $5.00 (ii) which will be eligible to vest one-third on each of the first three (3) anniversaries of the Closing Date, subject to the Eligible BCA Optionholder’s continued employment through the applicable vesting date. The New RSUs will also be subject to the terms and conditions of the forms of restricted stock unit award agreements previously approved by the Compensation Committee. For purposes of the BCA Option Exchange formula above, the 2022 target long-term incentive compensation level will be multiplied by 1.5June 6, 2022; (v) a Form 4 for Mr. Abbott and by 1.25 for Mr. Crawley, in orderBush with respect to approximate the grant date fair valueshares of their respective BCA Options.
If an Eligible Optionholder’s Option is not out-of-the money at the Closing, the Company will calculate the intrinsic value of any such Option, based on the closing price of our Class A Common Stock purchased on the Closing Date less the applicable exercise price (without regardJune 9, 2022; and (vi) two Forms 4 for Mr.  Christopher Van Vliet with respect to taxes), and the intrinsic value will be deducted from the value to be received by the Eligible Optionholder in New RSUs as partshares of the Tender Offer, with the in-the-money Option offsetting either the Legacy Option Exchange value or the BCA Option Exchange value, as applicable. For purposes of the MIP Option Exchange Program, “in-the-money” refers to Options with an exercise price that is less than the closing price of our Class A Common Stock purchased on August 15, 2022 and November 23, 2022. Additionally, a Form 4 was filed late for Mr. Van Vliet with respect to the expiration date of the Tender Offer.
Reasons for the MIP Option Exchange Program
We believe that the MIP Option Exchange Program is in the best interests of our stockholders and is an important component of our strategy to maintain an equity compensation program that effectively motivates and retains our executives and employees while reducing the numberwithholding of shares we may otherwise desire to grant employees as replacement equity incentives under the 2022 Plan. We further believe that, if approved by our stockholders, the MIP Option Exchange Program will permit us to enhance long-term stockholder value by aligning incentives among the Eligible Optionholders who choose to participate in the MIP Option Exchange Program so they are further motivated to achieve our strategic, operational and financial goals.
Many of our employees now hold Options with exercise prices significantly higher than the current market price of our Class A Common Stock. For example, on December 9, 2022, the closing price of our Class A Common Stock on the New York Stock Exchange was $5.36 per share and the weighted average exercise price of Eligible Options
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was $9.04. Consequently, as of December 9, 2022, approximately 20,090,623 shares of outstanding Eligible Options held by Eligible Optionholders were out-of-the-money. Many of our employees view their existing Options as having little or no value due to the difference between the exercise prices and the current market price of our Class A Common Stock. As a result, for many employees, these Options are ineffective at providing the incentives and retention value that our Board of Directors believes are necessary to motivate our management and our employees to achieve our strategic, operational and financial goals. Additionally, the MIP Option Exchange Program will allow us to devote more of our cash resources toward advancing our business, as the MIP Option Exchange Program is an alternative to increased cash compensation for the Eligible Optionholders.
Consideration of Alternatives
Our Compensation Committee considered alternatives to the MIP Option Exchange Program to provide meaningful incentives and retention value to our employees, including providing new stock options to employees, an equitable value for value exchange of existing out-of-the-money Options, extending the term of out-of-the-money Options or exchanging underwater Options for a cash payment. After careful consideration, our Compensation Committee determined that, compared to other alternatives, the MIP Option Exchange Program provides better performance and retention incentives. In addition, the Compensation Committee determined that the MIP Option Exchange Program results in less dilution to stockholders than our current Options. The MIP Option Exchange Program also incentivizes certain of our executive officers and key employees as the primary drivers of the strategic and operational initiatives to advance the creation of long-term stockholder value.
Description of the Material Terms of the MIP Option Exchange Program
Implementing the MIP Option Exchange Program. The Company will implement the MIP Option Exchange Program by the Tender Offer. The Tender Offer will be conducted pursuant to the Tender Offer Statement on Schedule TO and the exhibits thereto including the Offer to Exchange Eligible Options for New Restricted Stock Units filed with the SEC on December 13, 2022, the consummation of which will be subject to stockholder approval of the proposal. The Eligible Optionholders will have until 11:59 p.m., Eastern Time, on Wednesday, January 11, 2023 (unless otherwise extended) to make an election to surrender for cancellation all, but not less than all, of their Eligible Legacy Options or Eligible BCA Options (or both), as applicable, in exchange for New RSUs. The New RSUs will be issued on the Closing Date. Even if the MIP Option Exchange Program is approved by our stockholders, our Board of Directors will retain the authority, in its sole discretion, to terminate or postpone the MIP Option Exchange Program, at any time prior to the expiration of the Tender Offer or to exclude certain Eligible Options or Eligible Optionholders from participating in the MIP Option Exchange Program due tosatisfy tax regulatory or accounting reasons or because participation would be inadvisable or impractical. Stockholder approval of the MIP Option Exchange Program applies only to this exchange of Options. If we were to implement a stock option exchange in the future, we would once again need to seek stockholder approval.
Outstanding Options Eligible for the MIP Option Exchange Program. To be eligible for cancellation and exchange, an Option must have an exercise price that is equal to or greater than the closing price of our Class A Common Stock as reported on the New York Stock Exchange on the Closing Date and be held by an Eligible Optionholder at the Closing. As of December 9, 2022, Eligible Options to purchase approximately 20,090,623 shares of our Class A Common Stock were outstanding, of which (A) Options to purchase approximately 10,256,951 shares would be eligible for the Legacy Option Exchange under the MIP Option Exchange Program and (B) Options to purchase approximately 9,833,672 shares would be eligible for the BCA Option Exchange under the MIP Option Exchange Program.
Eligibility. The MIP Option Exchange Program will be open to the Eligible Optionholders, including certain of our executive officers, who hold Eligible Options. To be eligible, an employee must be actively employed by us and have not given or received a notice of termination of employment as of the Closing Date; provided that, Michael Qualantone will be permitted to participate in the Legacy Exchange Offer and any references herein to Eligible Optionholder shall for Mr. Qualantone be read to apply only to his Eligible Legacy Options. As of December 9, 2022, there were 30 Eligible Optionholders.
Election to Participate. Participation in the MIP Option Exchange Program will be voluntary. If an Eligible Optionholder elects either the Legacy Option Exchange or the BCA Option Exchange, or both as applicable, such Eligible Optionholder will be required to exchange all, but not less than all, of their Legacy Options or BCA Options, as applicable, for New RSUs.
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Vesting of New RSUs. The New RSUs granted to Eligible Optionholders (other than with respect to Mr. Qualantone) will be eligible to vest one-third on each of the first three (3) anniversaries of the Closing Date, subject to the Eligible Optionholder’s continued employment with the Company or a subsidiary of the Company through the applicable vesting date and other such terms and conditions as set forth in an applicable award agreement (based on the previously approved restricted stock unit award agreement forms). With respect to Mr. Qualantone, if he participates in the Legacy Option Exchange, then his New RSUs will be eligible to vest fifty percent (50%) on each of the first two (2) anniversaries of the Closing Date, subject to his continued employment with GBT US in good standing through the earlier of (a) June 30, 2023, (b) the date that GBT US terminates his employment without cause or (c) the date of his death, and his continued compliance with applicable restrictive covenants and other terms and conditions of his separation agreement and the applicable award agreement.
We expect to grant the New RSUs on the Closing Date. If the expiration date of the Tender Offer is extended, then the New RSUs grant date will be similarly extended.
Change of Control Provisions. Any New RSUs granted to Eligible Optionholders will be subject to the change of control provisions as set forth under the 2022 Plan and the forms of award agreements previously approved by the Compensation Committee that are applicable to current Company restricted stock units.
Other Terms and Conditions of the New RSUs. The other terms and conditions of the New RSUs will be set forth in an award agreement based on the forms of award agreements previously approved by the Compensation Committee that are applicable to current Company restricted stock units. The New RSUs will be granted under the 2022 Plan.
Return of Eligible Options Surrendered. Consistent with the terms of the 2022 Plan, shares subject to Eligible Options issued under the MIP that are cancelled in the MIP Option Exchange Program will be added back to the pool of shares available for grant under the 2022 Plan and may be subsequently regranted, including as New RSUs.
Accounting Treatment. The incremental compensation expense associated with the MIP Option Exchange Program will be measured as the excess of (a) the fair value of New RSUs granted to participants in the MIP Option Exchange Program, measured as of the date the New RSUs are granted, over (b) the fair value of the Eligible Options cancelled in exchange for the New RSUs, measured immediately prior to the cancellation. As the fair values will be determined on the grant date when the New RSUs are granted, the impact of the incremental compensation expense is currently undeterminable. We will recognize any such incremental compensation expense, along with any unrecognized compensation cost of the cancelled awards, over the vesting period of the New RSUs.
U.S. Federal Income Tax Consequences. The cancellation of Eligible Options and grant of New RSUs pursuant to the MIP Option Exchange Program is expected to be treated as a non-taxable event because the New RSUs will represent a right to receive a share of our Class A Common Stock in the future, generally upon the satisfaction of service-based vesting conditions. Neither the Company nor the participants in the MIP Option Exchange Program should recognize any income for U.S. federal income tax purposes upon the grant of the New RSUs. Tax effects may vary in other countries. A more detailed summary of tax considerations has been provided to all Eligible Optionholders in the MIP Option Exchange Program documents.
Potential Modifications to Terms to Comply with Governmental Requirements. The terms of the MIP Option Exchange Program have been described in the Tender Offer Statement on Schedule TO and the exhibits thereto including the Offer to Exchange Eligible Options for New Restricted Stock Units that we filed with the SEC on December 13, 2022. Although we do not anticipate that the SEC will require us to modify the terms significantly, it is possible we will need to alter the terms of the MIP Option Exchange Program, including an extension of the period during which we will keep the MIP Option Exchange Program open, in order to comply with comments from the SEC.
Effect on Stockholders
We are not able to predict the impact that the MIP Option Exchange Program will have on your interests as a stockholder, as we are unable to predict how many Eligible Optionholders will exchange their Eligible Options or what the future market price of our Class A Common Stock will be on the date that the New RSUs are granted. We expect to recognize incremental compensation expense from the MIP Option Exchange Program. In addition, the MIP Option Exchange Program is intended to reduce our need to issue supplemental stock options to remain competitive with other employers.
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Benefits of the Legacy Option Exchange to Certain of our Executive Officers
Because the decision whether to participate in the MIP Option Exchange Program is completely voluntary, and because the stock price at the Closing Date cannot be ascertained at this time, we are not able to predict who will elect the Legacy Option Exchange, how many Eligible Legacy Options any particular group of employees will elect to cancel, nor the number of New RSUs that we may grant. However, for purposes of illustration only, the following table assumes that the Closing Date occurs on December 9, 2022 and indicates the number of Eligible Legacy Options held on such date by our executive officers and other employees as a group assuming that: (1) our executive officers and employees who are eligible to participate in the Legacy Option Exchange elect to exchange all of their Eligible Legacy Options and (2) the price of the exchange is $5.36, which was the closing price of our Class A Common Stock on December 9, 2022.
Name and Position
​​
Current Eligible Legacy Options
​​
New RSUs
​
Eligible
Legacy
Options
(#)
​​
Weighted
Average
Per Share
Exercise Price
($)
​​
Weighted
Average
Remaining
Life
(in years)
​​
Grant Date
Value of New
RSUs(1)
($)
​​
New RSUs(2)
(#)
Paul Abbott
Chief Executive Officer, Director
​​
—
​​
—
​​
—
​​
—
​​
—
Andrew Crawley
Chief Commercial Officer
​​
—
​​
—
​​
—
​​
—
​​
—
Michael Qualantone
Chief Revenue Officer
​​
1,928,496
​​
8.60
​​
4.3
​​
6,000,000
​​
1,119,402
Executive group
​​
5,741,654
​​
7.89
​​
4.4
​​
24,375,000
​​
4,547,574
Non-executive officer employee group
​​
2,586,801
​​
8.16
​​
4.5
​​
11,005,000
​​
2,053,171
(1)
Equal to the product of (A) 50% of the participant’s current FY22 target long-term incentive compensation level multiplied by (B) the number of full years between the first year in which the vesting commencement date for the participant’s first Legacy Option grant occurred through the full fiscal year preceding the year of the participant’s first long-term incentive award grant under the GBT JerseyCo Limited 2020 Executive Long-Term Cash Incentive Award Plan or the GBT JerseyCo Limited 2016 Long-Term Incentive Award Plan, as applicable, except for Mr. Qualantone, which amount will be $6,000,000, in each case, less the intrinsic value of any in-the-money Legacy Options (which based on $5.36, would result in zero in-the-money Legacy Options).
(2)
Equal to the grant date value of New RSUs, divided by $5.36, the closing price of our Class A Common Stock on December 9, 2022.
The non-employee members of our Board of Directors are not eligible to participate in the Legacy Option Exchange and, therefore are not reflected in the tables above.
In connection with Mr. Qualantone stepping down as an executive officer of GBTG on December 31, 2022, as disclosed on the Company’s current report on Form 8-K filed on December 13, 2022 and his ultimate separation from employment with GBTG and its affiliates, expected to occur on June 30, 2023, Mr. Qualantone entered into a separation agreement with GBT US that provides Mr. Qualantone will be eligible to participate in the MIP Option Exchange Program solely with respect to his Eligible Legacy Options and would receive continued vesting of any New RSUs through the second anniversary of the grant date subject to his satisfaction of certain conditions set forth in the separation agreement.
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Benefits of the BCA Option Exchange to Certain of our Executive Officers
Because the decision whether to participate in the MIP Option Exchange Program is completely voluntary, and because the stock price at the Closing Date cannot be ascertained at this time, we are not able to predict who will elect the BCA Option Exchange, how many Eligible BCA Options any particular group of employees will elect to cancel, nor the number of New RSUs that we may grant. However, for purposes of illustration only, the following table indicates the number of shares subject to Eligible BCA Options held, as of December 9, 2022, by certain of our executive officers who are eligible to participate in the BCA Option Exchange and all non-executive officer employees as a group assuming that: (1) certain of our executive officers and employees who are eligible to participate in the BCA Option Exchange elect to exchange all of their Eligible BCA Options and (2) the price of the exchange is based on $5.36, which was the closing price of our Class A Common Stock on December 9, 2022.
Name and Position
​​
Current Eligible BCA Options
​​
New RSUs
​
Eligible
BCA
Options
(#)
​​
Weighted
Average
Per Share
Exercise Price
($)
​​
Weighted
Average
Remaining
Life
(in years)
​​
Grant Date
Value of New
RSUs(1)
($)
​​
New RSUs(2)
(#)
Paul Abbott
Chief Executive Officer, Director
​​
2,983,535
​​
10.03
​​
9.0
​​
4,500,000
​​
839,552
Andrew Crawley
Chief Commercial Officer
​​
1,243,136
​​
10.03
​​
9.0
​​
1,875,000
​​
349,813
Michael Qualantone
Chief Revenue Officer(3)
​​
—
​​
—
​​
—
​​
—
​​
—
Executive group
​​
3,800,661
​​
10.03
​​
9.0
​​
5,437,500
​​
1,014,458
Non-executive officer employee group
​​
1,806,340
​​
10.03
​​
9.0
​​
2,587,500
​​
482,742
(1)
Equal to 50% of the participant’s current FY22 target long-term incentive compensation level less the intrinsic value of any in-the-money BCA Options (which based on $5.36, would result in zero in-the-money BCA Options); provided that, for Messrs. Abbott and Crawley, their respective current FY22 target long-term incentive compensation level is multiplied by 1.5 and 1.25, respectively, in order to provide a value approximately equal to 50% of the grant date fair value of their BCA Options.
(2)
Equal to the grant date value of New RSUs stated above, divided by $5.36, which was the closing price of our Class A Common Stock on December 9, 2022.
(3)
Mr. Qualantone held 1,113,909 BCA Options as of December 9, 2022, however, pursuant to his separation agreement with the Company, Mr. Qualantone is not eligible to participate in the BCA Option Exchange.
The non-employee members of our Board of Directors are not eligible to participate in the BCA Option Exchange and, therefore are not reflected in the table above.
In connection with Mr. Qualantone stepping down as an executive officer of GBTG on December 31, 2022, as disclosed on the Company’s current report on Form 8-K filed on December 13, 2022 and his ultimate separation from employment with GBTG and its affiliates, expected to occur on June 30, 2023, Mr. Qualantone entered into a separation agreement with GBT US that provides that he will be eligible to participate in the MIP Option Exchange Program solely with respect to his Eligible Legacy Options, but he will not be eligible to participate with respect to his Eligible BCA Options.
Implementation of the MIP Option Exchange Program
The Tender Offer will be conducted pursuant to the Tender Offer Statement on Schedule TO and the exhibits thereto including the Offer to Exchange Eligible Options for New Restricted Stock Units filed with the SEC on December 13, 2022. Eligible Optionholders, as well as stockholders and members of the public, will be able to obtain the Offer to Exchange Eligible Options for New Restricted Stock Units and other documents filed by us with the SEC free of charge from the SEC’s website at www.sec.gov.
Eligible Optionholders will have until 11:59 p.m., Eastern Time, on Wednesday, January 11, 2023 (unless otherwise extended) to elect to surrender their Eligible Options in exchange for New RSUs, which period may be extended by us subject to our compliance with applicable legal and regulatory requirements. Once the Tender Offer expires, Eligible Options that were surrendered for exchange will be cancelled, and New RSUs will be granted to participating Eligible Optionholders. All such New RSUs will be granted under our 2022 Plan and a restricted stock unit award agreement to be entered into between us and each participant.
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While the terms of the MIP Option Exchange Program are expected to be materially similar to the terms described above, we may find it necessary or appropriate to change the terms of the MIP Option Exchange Program to take into account our administrative or strategic needs, the requirements of applicable laws, regulations or listing standards, accounting rules or guidance, and our policy decisions that make it appropriate to change the MIP Option Exchange Program.
Additionally, we may decide not to implement the MIP Option Exchange Program even if stockholder approval of the MIP Option Exchange Program is obtained, or we may amend, postpone or terminate the MIP Option Exchange Program once it has been commenced. Our Compensation Committee and Board of Directors will retain the discretion to make any necessary or desirable changes to the terms of the MIP Option Exchange Program for purposes of complying with legal or regulatory requirements.
Interest of Certain Persons in or Opposition to Matter to be Acted Upon
In considering the recommendation of our Board of Directors with respect to the approval of the MIP Option Exchange Program, stockholders should be aware that certain of our executive officers have direct interests in the adoption of this proposal, which may present them with conflicts of interestwithholding obligations in connection with the recommendationvesting of restricted stock units on March 1, 2023, and adoptiona Form 4 was filed late for each of Messrs. Abbott, Bock, Crawley, Hollyhead, Konwiser, Thompson and Van Vliet and Mses. Huska and Tchobanova with respect to a grant of restricted stock units on March 10, 2023.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Biographical data for each of our current executive officers is set forth below, excluding Mr. Abbott’s biography, which is included in the Section entitled “Proposal 1 — Election of Directors.”
Eric J. Bock
Eric J. Bock, 58, has served as the Chief Legal Officer, Global Head of M&A and Corporate Secretary of GBT since October 2014 and has served as our Chief Legal Officer, Global Head of M&A and Compliance & Corporate Secretary since May 27, 2022. Prior to joining the Company, Mr. Bock served as Executive Vice President, Chief Legal Officer and Chief Administrative Officer, as well as Chief Compliance and Ethics Officer of Travelport Worldwide Limited (“Travelport”) and as a member of the board of directors of eNett International, a leading provider of innovative, integrated payment solutions. In addition to playing an integral role in developing and implementing Travelport’s strategic plans, Mr. Bock was also Chairman of the Enterprise Risk Management Committee and a member of the Employee Benefits, Charitable, Disclosure and Investment Committees. Prior to joining Travelport, Mr. Bock served as Executive Vice President, Law and Corporate Secretary for Cendant Corporation, overseeing the company’s legal practice groups in securities and corporate finance, mergers and acquisitions, corporate secretarial and governance matters, executive compensation, travel distribution services and marketing services. Mr. Bock also served on Cendant Corporation’s Business Ethics Committee, Disclosure Committee, Employee Benefits Committee and Business Continuity Planning Committee. Before Cendant Corporation, Mr. Bock was an associate in the corporate group of Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Bock received his B.A. from Lafayette College and his J.D. from Fordham University School of Law.
Andrew George Crawley
Andrew George Crawley, 56, has served as the President of the Company since January 2023, previously serving as the Chief Commercial Officer of GBT since April 2020 and has served as our Chief Commercial Officer since May 27, 2022. Mr. Crawley is also a non-executive director of Travelopia, a KKR portfolio company. Previously, Mr. Crawley served as Chief Executive Officer and Chairman of the board of directors of International Airlines Group (“IAG”) Loyalty. In addition, Mr. Crawley was a member of the IAG Management Committee from January 2016 to March 2020. Prior to joining IAG Loyalty, Mr. Crawley served as Chief Executive Officer of IAG Cargo. Prior to joining IAG Cargo, Mr. Crawley served as Chief Commercial Officer and Executive Board Member at British Airways plc (“British Airways”). Mr. Crawley also served as Chairman of British Airways Holidays, Chairman of OpenSkies (British Airways’ wholly-owned French airline subsidiary) and a board member of Avios Group Ltd. Mr. Crawley started his travel career in British Airways in 1992 and worked in a variety of sales, marketing and operational roles in the United Kingdom, Europe and Asia, ultimately serving on the board of directors of British Airways. Prior to joining British Airways, Mr. Crawley spent two years in advertising. Mr. Crawley received his BSc degree from London University (QMC). Mr. Crawley also completed the Advanced Management Program at Harvard Business School.
Martine Gerow
Martine Gerow, 62, has served as the Chief Financial Officer of GBT since June 2017 and has served as our Chief Financial Officer since May 27, 2022. Prior to joining the Company, Ms. Gerow served as Chief Financial Officer of Carlson Wagonlit Travel where she led a complete refinancing and a global finance transformation program. Ms. Gerow has also held chief financial officer positions at French media services company Solocal Groupe and Spanish multinational food company, The Campofrio Food Group. Earlier in her career, Ms. Gerow was a strategy consultant for the Boston Consulting Group, before moving to PepsiCo, Inc. and then Danone S.A., where she held Division Chief Financial Officer and Group Controller roles. Ms. Gerow received her business degree from HEC Paris and her MBA from Columbia Business School in New York. On March 1, 2023, Ms. Gerow notified the Company of her decision to resign as Chief Financial Officer to take a position outside the Company and she will continue to serve in her role as Chief Financial Officer through June 30, 2023 in order to allow time to transition her responsibilities.

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Mark Hollyhead
Mark Hollyhead, 53, has served as the Chief Product Officer & President of Egencia since September 2022. Mr. Hollyhead previously served as the President of Egencia since April 2021. Prior to joining the Company, Mr. Hollyhead served as Egencia’s Global Chief Operating Officer since 2016. Prior to serving as Egencia’s Global Chief Operating Officer, Mr. Hollyhead served as a Senior Vice President for the Americas with Egencia. Mr. Hollyhead has over 30 years of global experience in commercial, operations and product across the travel and telecommunications industries. Prior to joining Egencia, Mr. Hollyhead was the Head of Transformation with Vodafone. Prior to joining Vodafone, Mr. Hollyhead spent 15 years at British Airways in a variety of leadership positions including as Vice President of eCommerce and Customer Contact, and Head of Revenue Management for the long-haul business worldwide. Mr. Hollyhead completed his tenure at British Airways as the Head of London Heathrow Customer Operations where he was responsible for Terminals 1, 3 and 4. Mr. Hollyhead was also the Chair of the Terminal 5 passenger program that was tasked with designing the customer experience and the consolidation of all operations into one terminal. Mr. Hollyhead received his MBA in Strategy and Distribution from the City of London Westminster Business School and received a post graduate Diploma in Applied Economics at Birkbeck University of London.
Patricia Anne Huska
Patricia Anne Huska, 54, has served as the Chief People Officer of GBT since December 2018 and has served as our Chief People Officer since May 27, 2022. Prior to becoming Chief People Officer, Ms. Huska served as our Vice President of Global Human Resources, responsible for the development and execution of strategies aimed at attracting talent, while retaining and engaging the existing employee base. Ms. Huska also has significant merger and acquisition experience. Ms. Huska played a key role in the planning and creation of the joint venture established by American Express Company comprising the legacy GBT operations with a predecessor of Juweel and a group of institutional investors led by an affiliate of Certares, as well as spearheading the HR integration of multiple acquisitions. Ms. Huska was previously with American Express from 1994 to 2014. Ms. Huska received her M.A. in Management from Lesley University and her B.A. in Business Administration from the University of Massachusetts at Amherst.
Evan Konwiser
Evan Konwiser, 41, has served as the Chief Marketing and Strategy Officer since September 2022. Mr. Konwiser previously served as the Executive Vice President, Product, Strategy and Communications of GBT since February 2020 and our EVP Product, Strategy and Communications since May 27, 2022. Prior to joining the Company, Mr. Konwiser served as co-founder and Chief Operating Officer of Skylark, a luxury leisure travel agency start-up. Mr. Konwiser previously built two other travel products: FlightCaster, which predicts flight delays real-time and was acquired in 2010, and Farely, which analyzes airline cost data for travel buyers. As part of the FlightCaster acquisition, Mr. Konwiser ran the travel business for Next Jump, which includes employee discount programs for Fortune 500 companies. Mr. Konwiser also spent several years consulting in the travel industry for travel management companies, airlines, global distribution systems and travel media companies. Mr. Konwiser has also been an advisor to travel start-ups including Safely, Suiteness, Olset (acquired by Deem), RocketMiles (acquired by Priceline), and GetGoing (acquired by BCD Travel). Prior to that, Mr. Konwiser was a consultant at Bain & Company and also worked at Kayak. Mr. Konwiser is a six-time Dragon / Critic at the Phocuswright Travel Innovation Summit and is the facilitator of the Phocuswright Young Leaders Summit. Mr. Konwiser previously served on The Board of Association of Corporate Travel Executives and was selected as one of the “25 Most Influential Business Travel Executives” of 2016. Mr. Konwiser received his B.A. and MBA degrees from Dartmouth.
Boriana Tchobanova
Boriana Tchobanova, 48, has served as the Chief Transformation Officer of GBT since May 2020 and has served as our Chief Transformation Officer since May 27, 2022. In this proposal. Ascapacity, Ms. Tchobanova is a member of the Executive Leadership Team and leads business transformation, mergers and acquisitions integration, and strategic projects. Prior to joining GBT, Ms. Tchobanova held various positions at American Express where she led multiple operations and business transformation functions, and championed large

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enterprise-wide changing initiatives. Ms. Tchobanova received her B.S. in Management and MBA degrees from the University of New Orleans.
David Thompson
David Thompson, 56, has served as the Chief Information Technology Officer of GBT since November 2017 and has served as our Chief Technology Officer since May 27, 2022. Prior to joining the Company, Mr. Thompson served as Executive Vice President of Global Operations and Chief Technology Officer at The Western Union Company (“Western Union”), where he was responsible for overseeing the IT infrastructure needed to develop and support the next generation of Western Union money transfer and payment capabilities. Mr. Thompson has more than 20 years of experience in the technology industry. Prior to joining Western Union, Mr. Thompson served as Group President, Services and Support and Global CIO of Symantec Corporation. Prior to this role, Mr. Thompson served as Symantec Corporation’s EVP and CIO and, during his six years at the company, led an organization that offered expert solutions and support in information security, technology, availability and storage. Earlier in his career, Mr. Thompson served as SVP and CIO for Oracle Corp. and Vice President of Services and CIO at PeopleSoft, Inc. Mr. Thompson previously served over 10 years on the board of directors for CoreSite Realty Corp. Mr. Thompson received his B.B.A. from Marymount University.

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COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed above,the following Compensation Discussion and Analysis (“CD&A”) and, based on such review and discussions, the Compensation Committee recommended to our employees (including certainboard of directors that this CD&A be included in this proxy statement.
Compensation Committee
James Bush (Chair)
Gloria Guevara Manzo
Michael Gregory (Greg) O’Hara

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COMPENSATION DISCUSSION & ANALYSIS
This CD&A describes the elements of our executive officers) are eligible to participate incompensation philosophy and provides information about the MIP Option Exchange Program to the extent they hold Eligible Options, except for employees who have given or received notice of termination as of the Closing. Therefore, in recommending adoption of this proposal to our stockholders, our Board of Directors recognizes,objectives and our stockholders should be aware, that approval of this proposal may benefit certaincomponents of our executive officers.
If you are both a stockholdercompensation program and an employee holding Eligible Options, please note that voting to approvehow it operates for our NEOs. It also sets forth how the MIP Option Exchange Program does not constitute an election to participate in the MIP Option Exchange Program.
Required Vote
The affirmative vote of a majority of the votes cast by shares of capital stock of the Company that are entitled to vote on this proposalCompensation Committee arrived at the Special Meeting is required to approve the MIP Option Exchange Program. Abstentionsspecific compensation policies and broker “non-votes”, if any, are not included as votes cast and, therefore, will not affect the outcome of the voting on this proposal.
Recommendation ofpractices involving our Board of Directors
OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” APPROVAL OF THE MIP OPTION EXCHANGE PROGRAM.
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DIRECTOR AND EXECUTIVE COMPENSATION
Unless the context otherwise requires, all references in this subsection to the “Company,” “GBTG,” “GBT,” “we,” “us” or “our” refer to the business of the Company and its subsidiaries as it currently exists following the consummation of the Business Combination, and to GBT JerseyCo as it existed prior to the consummation of the Business Combination. For purposes of this subsection, “Business Combination” refers to the transactions contemplated by the Business Combination Agreement. dated as of December 2, 2021 (as the same has been amended, modified, supplemented or waived from time to time in accordance with its terms), by and between Apollo Strategic Growth Capital, a blank check company incorporated as a Cayman Islands exempted company (“APSG”), and GBT JerseyCo.
GBTG’s Executive and Director Compensation
Our named executive officers for theNEOs during fiscal year ended December 31, 2021, which consist of our principal executive officer and the next two most highly compensated executive officers who were serving as executive officers as of December 31, 2021, are:
Paul Abbott, our Chief Executive Officer;
Andrew Crawley, our Chief Commercial Officer; and
Michael Qualantone, our Chief Revenue Officer.
The named executive officer and director compensation described in this section discusses our 2021 compensation programs.2022. Our Compensation Committee may choose to implement different compensation programs for our named executive officersNEOs and directors in the future.
Our NEOs for 2022 were:
​Name​​Positions Held with the Company​
​Paul Abbott​​Chief Executive Officer​
​Martine Gerow​​Chief Financial Officer​
​Andrew Crawley​​President​
​Michael Qualantone​​Former Chief Revenue Officer​
​Eric J. Bock​​Chief Legal Officer, Global Head of
Mergers & Acquisitions and Compliance
and Corporate Secretary		​
Executive Compensation Philosophy and Objectives
Executive compensation is a vital tool to attract and retain top talent and ensure that our corporate goals are met. Our compensation program is designed to be competitive and reward the achievement of our strategic, financial and operational objectives. We have designed our executive compensation program to achieve the following primary objectives:
•
provide market competitive compensation and benefits that will attract, retain, motivate, and reward a talented team of executive officers,
​
•
integrate pay with the Company’s annual and long-term performance goals,
​
•
encourage behaviors that are in the best interests of our customers, stockholders and the goals of the organization, and
​
•
reinforce our culture, including the welfare and workplace equity of our employees.
​
Compensation-Setting Process
Role of the Compensation Committee, Senior Management and Compensation Consultant
The Compensation Committee is responsible for overseeing our executive compensation program and determining the compensation of our executive officers, including the NEOs. In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices and, with the advice and support of Semler Brossy, focuses on the degree to which these policies and practices reflect our executive compensation philosophy and align with best compensation practices.
In the first quarter of each fiscal year, the Compensation Committee reviews, with input from the Chief Executive Officer with respect to incentive measurement and goal-setting, the compensation of our executive officers, including the corporate performance measures and objectives used to determine their annual cash bonuses for the current fiscal year, and then decides whether to make any adjustments to their base salaries and annual cash bonus opportunities, as well as whether to approve any grants of equity awards.
The Compensation Committee seeks the input of our Chief Executive Officer when discussing the performance of and compensation for our executive officers, including the NEOs other than the Chief Executive Officer. Our Chief Executive Officer reviews the performance of all executive officers annually and presents to the Compensation Committee his recommendations as to their compensation, including base salary adjustments, cash bonus payouts and equity awards. The Compensation Committee uses this input as well as the input of our Chief People Officer and the compensation consultant in its deliberations to

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determine the compensation of our executive officers and to evaluate the retention implications of our executive compensation plans.
Comparative Market Data
To assist the Compensation Committee during its annual review of compensation, Semler Brossy prepared a comparative market data analysis on compensation practices of a peer group of comparable companies. The Compensation Committee reviewed and approved a peer group consisting of the twenty-five United States-based publicly traded companies representing a blend of Hotel/Leisure, Commercial Services and IT/B2B companies. These approved peer group companies have revenues between 0.25 to 4.0 times Company revenue and/or market capitalization between 0.25 to 3.0 times Company market capitalization. While we acknowledge that our fiscal year 2022 peer group contains a few companies that are much larger in terms of revenue and market valuation than the rest of the group, we include them because they are direct business and talent competitors in an industry where there are limited public companies at our size. Below is a list of the companies in our peer group for fiscal year 2022:
Fiscal Year 2022 Peer Group Companies
​ADT Inc.​​Norwegian Cruise Line​
​Alliance DataSystems Corporation​​Paychex, Inc.​
​Avaya Holdings Corp.​​Royal Caribbean Cruises Ltd.​
​Black Knight, Inc.​​Sabre Corporation​
​Broadridge Financial Solutions, Inc.​​Sykes Enterprises, Incorporates​
​CBIZ, Inc.​​The Western Union Company​
​Choice Hotels International, Inc.​​Travel + Leisure Co.​
​Concentrix Corporation​​Tripadvisor, Inc.​
​Conduent Incorporated​​Verisk Analytics, Inc.​
​Equifax Inc.​​Viad​
​Expedia Group, Inc.​​WEX Inc.​
​Hilton Worldwide Holdings Inc.​​Wyndham Hotels & Resorts, Inc.​
​Hyatt Hotels Corporation​​​​
The Compensation Committee uses the competitive market data as a guide when making decisions about total compensation, as well as individual elements of compensation; however, the Compensation Committee does not formally benchmark our NEOs’ compensation against this data. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential, experience and succession planning.
Executive Compensation Program Elements
Our executive compensation program is designed to align the interests of our NEOs with those of our stockholders. We believe that a significant portion of NEO compensation should be performance-based. We consider that such compensation should be “at risk” in order to incentivize performance. Our executive compensation program meets the goal of aligning with stockholder interests by delivering compensation in the form of equity and other performance-based awards.

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The charts below show the 2022 mix of target compensation opportunity for Mr. Abbott and for the other NEOs as a group.
[MISSING IMAGE: pc_ceo-4c.jpg]
The following describes each element of our executive compensation program.
Annual Base Salary
We provide base salary as a fixed source of compensation to our executives for their day-to-day responsibilities. In 2022, base salaries established for each of our NEOs reflected each individual’s responsibilities, experience, position, prior performance, competitive positioning from Semler Brossy’s market analysis, and other discretionary factors our Compensation Committee deems relevant.
The table below reflects the annual base salaries approved by the Compensation Committee for our NEOs during the fiscal years ended December 31, 2022 and December 31, 2021. Differences in base salary rates for Messrs. Abbott and Crawley are solely a result of changes in exchange rates. Ms. Gerow’s base salary rate also reflects the impact of exchange rate fluctuations, in addition to a ten percent increase. Ms. Gerow and Mr. Bock received base salary increases in 2022. Ms. Gerow’s increase was intended to align with external market analysis and to take into account the elimination, effective February 1, 2022, of her housing allowance. Mr. Bock’s increase reflects an increase in the scope of his responsibilities to include oversight of the compliance function as well as the discontinuation of a $25,000 annual cash perquisite.
Name​​
2021
Base Salary
Rate
($)(1)
​​2022
Base Salary
Rate
($)		​​
Percentage
Change
(%)(2)
​
Paul Abbott(3)​​​​1,374,903​​​​​1,240,000​​​​​—​​
Martine Gerow(3)​​​​597,395​​​​​596,998​​​​​10​​
Andrew Crawley(3)​​​​893,687​​​​​806,000​​​​​—​​
Michael Qualantone​​​​650,000​​​​​650,000​​​​​—​​
Eric J. Bock​​​​600,000​​​​​650,000​​​​​8​​
​
(1)
In 2021, as a result of the impact of COVID-19 on the travel industry as a whole, our NEOs accepted a reduction in annual base salary, with a maximum reduction of 21%, which was effective for the period commencing in March 2020, and ending July 5, 2021. The actual base salaries paid to our NEOs in fiscal year 2021 are set forth below in the Summary Compensation Table.
​
(2)
Reflects percentage increase in base salary based on local currency without regard to exchange rates.
​
(3)
Amounts for Messrs. Abbott and Crawley and Ms. Gerow have been paid in British pound sterling and converted for purposes of disclosure at an annual average exchange rate (based on monthly averages) equal to $1.24 per £1.00 for 2022 and $1.37 per £1.00 for 2021 (in each case, rounded to the nearest cent).
​
Annual Incentive Compensation
We maintain an annual incentive award plan (the “AIA Plan”) in order to align participants’ incentives with the Company’s financial, customer and colleague, and strategic goals. Our employment agreements

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with our NEOs provide that they will be eligible to participate in the AIA Plan up to a specified target percentage of their annual base salary. Achievement of these awards is based on the Company’s performance against the goals recommended by management and approved by the Compensation Committee and the Compensation Committee further takes into account an NEO’s individual performance as described below. For 2021 and 2022, our Chief Executive Officer’s target bonus opportunity was 200% of annual base salary, with a maximum opportunity of 300% of annual base salary. Our other NEOs had a target bonus opportunity of 100% of annual base salary with a maximum opportunity of 200% of base salary. The Compensation Committee retains authority under the AIA Plan to award bonuses in excess of these limits.
Performance Metrics:
The AIA Plan reflects the Company’s performance goals approved by the Compensation Committee at the beginning of the applicable fiscal year, which include financial, customer & colleague and strategic goals, in addition to individual performance components. For all of our NEOs, the Compensation Committee uses the same Company goals, in addition to individual performance, to determine annual incentive awards, which aligns our executives directly with our enterprise results.
The Compensation Committee evaluated the Company’s 2022 performance results against the 2022 AIA Plan performance goals. The Compensation Committee determined that the Company’s overall performance across the financial, customer & colleagues and strategic measures to be generally above the 2022 AIA Plan performance targets and took this into account when determining the NEOs combined performance rating factor. The Company’s performance outcomes, relative to targets, that the Compensation Committee took into consideration were as follows:
Goal Weighting​​2022 Target Goal​​2022 Actual
Performance		​
Financial — 50%​
Adjusted EBITDA Growth(1)
​​$470 million​​$567 million​
Adjusted EBITDA Fall Through(2)
​​63%​​55%​
Customer & Colleagues — 25%​
Client Net Promoter Score​​Performance met target goal​
Win/Loss Ratio​​Record new wins with high customer retention exceeded target goal​
Employee Engagement Level​​Colleague engagement survey results exceeded target engagement levels​
Strategic Initiatives — 25%​
Mergers & Acquisitions Delivery — Synergies​​Significant progress integrating Egencia, exceeded synergy target goal​
U.S. SME Growth (Win/Loss Ratio)(3)
​​Strong momentum in the growth of U.S. SME, which delivered results ahead of our target goal​
Digital Interactions Growth​​Continued to innovate our products and services and exceeded target goal​
Diversity, Equity & Inclusion Employee Sentiment(4)
​​Employee responses were 5% above the best-in-class target goal​
Sustainability​​Achieved target of Platinum Accreditation and successful launch of the Sustainable Aviation Fuel program​
​
(1)
“Adjusted EBITDA Growth” is a non-GAAP financial measure and is defined as an increase in Adjusted EBITDA over the baseline Adjusted EBITDA determined for annual variable payment compensation (i.e., Adjusted EBITDA for the year ended December 31, 2021 adjusted to include management determined Egencia results for the full year of 2021, constant currency impact and certain
​

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other items that management believes were relevant to determine the measure). “Adjusted EBITDA” is a non-GAAP financial measure that refers to net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes, depreciation and amortization and as further adjusted to exclude costs that our management believes are non-core to our underlying business, consisting of restructuring costs, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation, long-term incentive plan costs, certain corporate costs, fair value movements on earnouts and warrants derivative liabilities, foreign currency gains (losses), non-service components of net periodic pension benefit (costs) and gains (losses) on disposal of businesses. See Annex A to this proxy statement for reconciliation of our net loss to Adjusted EBITDA and calculation of Adjusted EBITDA Growth.
(2)
“Adjusted EBITDA Fall Through” is a non-GAAP financial measure and is defined as Adjusted EBITDA Growth divided by the increase in baseline Revenue for annual variable payment compensation (i.e., Revenue determined on a constant currency basis and, for the year ended December 31, 2021, after considering Egencia revenue for the full year). See Annex A to this proxy statement for more discussion and reconciliation of Adjusted EBITDA Fall Through.
​
(3)
“SME” refers to clients the Company considers small-to-medium-sized enterprises, which the Company generally defines as having an expected annual spend on air travel of less than $20 million. This criterion can vary by country and client needs.
​
(4)
Represents responses on our Employee Engagement Survey question “People of all backgrounds (culture, gender, age, religion, sexual orientation, etc.) can succeed at Amex GBT.”
​
Fiscal Year 2022 Bonus Decisions:
In addition to the Company performance metrics, our NEOs receive individual performance ratings that impact their respective bonus leverage. The Compensation Committee reviewed performance ratings for each of our NEOs and approved 2022 cash bonuses as follows:
Name​​Fiscal Year
2022 Bonus
Target
(% of Base
Salary)		​​
Combined
Performance
Rating Factor
(%)(1)
​​Fiscal Year
2022 Bonus
Paid
(% of Base
Salary)		​​
Fiscal Year
2022 Cash
Bonus
($)(2)
​
Paul Abbott​​​​200​​​​​150​​​​​300​​​​​3,630,900​​
Martine Gerow​​​​100​​​​​150​​​​​150​​​​​874,048​​
Andrew Crawley​​​​100​​​​​150​​​​​150​​​​​1,180,043​​
Michael Qualantone​​​​100​​​​​150​​​​​150​​​​​975,000​​
Eric J. Bock​​​​100​​​​​150​​​​​150​​​​​975,000​​
​
(1)
Reflects the results of the combined Company performance metrics and individual performance ratings.
​
(2)
For Mr. Abbott, Ms. Gerow and Mr. Crawley, the amounts reported under this column were calculated using the December 31, 2022 exchange rate of $1.2103 per £1.00.
​
Equity Compensation
We provide long-term equity-based awards to reward our NEOs for sustained multi-year performance, encourage retention and provide incentives that align our NEOs’ interests with long-term value creation for our stockholders. Awards are intended to encourage a strong ownership stake in the Company and to drive superior performance in achieving long-term Company strategic goals. In determining the form, size, frequency, and material terms of NEO equity awards, the Compensation Committee considers, among other factors, each executive officer’s role criticality relative to others at the Company and the Company’s major strategic initiatives, Company and individual performance, a market analysis of the equity awards provided to executive officers in similar roles of our peer companies, and any retention needs.
Our long-term equity-based awards are granted under the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) and the Global Business Travel Group, Inc. Management Incentive

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Plan (the “MIP”), which supersedes the predecessor GBT JerseyCo Limited Amended and Restated Management Incentive Plan, effective as of December 2, 2021 (the “JerseyCo MIP”). On May 27, 2022, all outstanding stock options granted under the JerseyCo MIP, including stock options granted to our NEOs, were converted into stock options to purchase shares of Class A Common Stock (“Options”). Following May 27, 2022, no new awards were or will be granted under the MIP and all new equity awards will be granted under the 2022 Plan. We also maintain the Global Business Travel Group, Inc. Employee Stock Purchase Plan (the “ESPP”); however, in 2022, no offering periods commenced under the ESPP.
Grant of Earnout Shares
On the closing of the Business Combination on May 27, 2022, certain of our executives, including certain NEOs, were granted Class C ordinary shares of GBT (“Earnout Shares”) in respect of their outstanding stock options granted under the JerseyCo MIP. Earnout Shares are subject to performance-based vesting conditions such that fifty percent of Earnout Shares will convert into shares of Class A Common Stock upon the volume-weighted average price (“VWAP”) of a share of Class A Common Stock exceeding $12.50 for any twenty trading days within any thirty-day trading period within five years of the closing of the Business Combination, and fifty percent of which will convert into shares of Class A Common Stock upon the VWAP of a share of Class A Common Stock exceeding $15.00 for any twenty trading days within any thirty-day trading period within five years following the closing of the Business Combination. Earnout Shares (and when converted, related shares of Class A Common Stock) are also subject to service-based vesting conditions related to the underlying stock options granted under the JerseyCo MIP. Earnout Shares are subject to both the Earnout Criteria and the applicable service-based conditions that, if not achieved, will cause the Earnout Shares to be forfeited.
Grant of Restricted Stock Unit Awards
In connection with the Business Combination, we developed, and the Compensation Committee approved, an equity framework intended to align our long-term incentive compensation for our NEOs with the interests of our stockholders. Under the equity framework, the Compensation Committee reserved the right to convert the performance-based portion of previously granted cash-based awards to restricted stock units (“RSUs”). On August 12, 2022, the Company granted RSUs under the 2022 Plan to certain employees, including our NEOs. The RSUs were primarily granted as a conversion of the performance-based portion of the 2020 and 2021 cash-based awards previously granted under the Company’s Executive Long-Term Cash Incentive Award Plans (the “Executive LTIPs”). In addition, Ms. Gerow and Mr. Qualantone received a supplemental RSU award partially in respect of prior service to the Company and its subsidiaries. These grants represent the first awards granted under the 2022 Plan.
Exchange Offer
On December 13, 2022, we commenced a tender offer on Schedule TO filed with the SEC, as amended on January 11, 2023 and January 30, 2023 (the “Exchange Offer”). The Exchange Offer provided eligible participants, including our NEOs, with the opportunity to tender their underwater Options in exchange for new RSUs with three-year service-based vesting, subject to other terms and conditions set forth in the Exchange Offer and the applicable award agreements. In accordance with the terms of the Exchange Offer, participants who elected the Exchange Offer with respect to underwater Options granted prior to December 2, 2021 and also held Options that were in-the-money at the close of the Exchange Offer were deemed to have automatically exercised such in-the-money Options. As a result of his forthcoming separation from the Company and pursuant to his separation agreement with the Company, Mr. Qualantone was eligible to exchange only Options granted prior to December 2, 2021 for new RSUs that would vest 50% on January 26, 2024 and 50% on January 26, 2025. The results of the Exchange Offer were reported on Schedule TO/A filed with the SEC on January 30, 2023.
Perquisites
Our NEOs receive certain perquisites relating to medical and dental coverage, pension-related contributions and certain cash allowances as further described in the notes to the Summary Compensation

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Table, including car allowances. Detail on the quantification of perquisites is set forth in the notes to the Summary Compensation Table, below.
Compensation Committee Review of Risk
The Company has reviewed the compensation policies for executive officers and other employees to determine whether those programs create risks that, individually or in the aggregate, are reasonably likely to have a material adverse effect on the Company. As part of this risk review process, the Company, assisted by Willis Towers Watson, inventoried the Company’s compensation programs to identify compensation policies or practices that could have a material adverse effect on the Company. This review included the structure and material features of each program, the behaviors the programs are intended to reward, as well as program features or Company policies that operate to mitigate risk. After conducting the review and assessing potential risks, the Company determined, and the Compensation Committee concurred, that the design of each incentive program contains sufficient design features, controls, limits and/or financial requirements to not create risks that are reasonably likely to have a material adverse effect on the Company.
While risk is a necessary part of growing a business, our executive compensation program attempts to mitigate risk and align the Company’s compensation policies with the long-term interests of the Company by utilizing multiple performance measures (both financial and non-financial) that are directly aligned with the Company’s strategic plan and balancing annual and long-term incentives. Other risk mitigation features include the Company’s Stock Ownership Guidelines and the Company’s “clawback” policy both of which are described below.
Although a significant portion of the Company’s executive compensation is performance-based, we believe that our programs do not encourage excessive or unnecessary risk taking. Overall, our compensation mix, including the use of equity, is generally consistent with competitive market practice.
Other Compensation Policies and Programs
Stock Ownership Guidelines for Executive Officers and Directors and Stock Retention Requirement
We maintain a stock ownership policy (the “Stock Ownership Policy”) for our executive officers and the non-employee members of our board of directors in order to align their financial interests with those of our stockholders. The Compensation Committee is responsible for administration of the policy. Under the Stock Ownership Policy, our executive officers and our non-employee members of the board of directors are required to own a certain number of shares of our common stock with a value equal to a specified multiple of their annual base salary or annual cash retainer, as applicable. As adopted, these stock ownership guidelines are as follows:
Covered Person​​Applicable Stock Ownership Guideline​
Chief Executive Officer​​5x base salary​
Other Executive Officers​​2.5x base salary​
Non-Employee Members of the Board of Directors​​5x annual cash retainer​
The stock ownership guidelines do not apply to certain of our non-independent directors who do not receive equity compensation for their service on the board of directors.
Shares of our common stock that count towards satisfaction of the stock ownership guidelines include shares beneficially owned by the individual or immediate family members, including shares held in a 401(k) plan or other retirement or deferred compensation plan, RSUs and any earned performance-based stock units, even if subject to continued time-vesting conditions. Shares underlying stock options or otherwise subject to a right to acquire will not count toward meeting the stock ownership guidelines.
Under the Stock Ownership Policy, our executive officers and our non-employee members of the board of directors are given five (5) years to achieve the applicable stock ownership requirement. Once the applicable stock ownership requirement has been achieved, the individual will not be required to purchase or retain additional shares in the event of subsequent fluctuations in the market price of our common stock that may

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cause the value to drop below the applicable stock ownership requirement; however, the individual will be restricted from selling or transferring shares until the requirement has again been achieved. In addition, until such time as an individual has achieved the applicable stock ownership requirement as described above, he or she is required to retain an amount equal to 50% of the net shares of our common stock (i.e., shares remaining after the payment of the exercise price or the tax withholding obligations with respect to an equity award) received as the result of the exercise, vesting, or payment of any equity awards granted to him or her. The foregoing restrictions do not apply to any stock options held by an individual that were issued on or prior to May 27, 2022. As of the date of this proxy statement, our NEOs and independent directors have acted in accordance with this policy and continue to accrue stock towards meeting the applicable ownership requirements. As of the Record Date, all of our NEOs met our stock ownership guidelines.
Clawback Policy
The Company’s board of directors has adopted a Clawback and Recoupment Policy (the “Clawback Policy”) in order to ensure the recovery of “Incentive Compensation” ​(as defined in the Clawback Policy and below) erroneously awarded to certain “Covered Persons” ​(as defined in the Clawback Policy) and which includes all executive officers. The Clawback Policy provides that in the event that the Company’s financial statements are restated in whole or in part as the result of an individual’s misconduct, the board of directors may determine to (i) require the Covered Person to reimburse the Company for the difference between (a) any of such individual’s Incentive Compensation that was paid, granted, settled, earned or vested during the two calendar years prior to the date of the determination by our board of directors, based on the financial results of the Company relating to the period or periods so restated and (b) the Incentive Compensation that would have been paid, granted, settled, earned or vested during the two calendar years prior to the date of the determination by our board of directors, based on the restated financial results of the Company for such period or periods, and (ii) require such individual to reimburse the Company for any profits realized during the two calendar years prior to the date of the determination by our board of directors, on any sale of Company stock by such individual occurring after the public issuance of the financial statements that are subsequently restated.
“Incentive Compensation” means an award based upon the attainment of a financial reporting measure of the Company or any of its direct or indirect subsidiaries, whether granted under any equity or equity-based plan, program, agreement or arrangement, any short-term or long-term cash-based plan, program, agreement or arrangement, or otherwise, in any case, granted on or after May 27, 2022.
The Clawback Policy also provides that the board of directors, with respect to Covered Persons who are subject to the requirements of Rule 16b-3 of the Exchange Act, or the Chief Executive Officer, in the case of any other employee of the Company or its subsidiaries, has the discretion to cancel any then outstanding and unsettled stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance stock units, any other equity-based awards and short-term and long-term cash bonus opportunities held by such individual in the event the individual (i) breaches any non-competition, non-solicitation, non-interference or confidential information restrictive covenant with the Company or its subsidiaries or (ii) engages in any fraudulent conduct in relation to the Company or its subsidiaries or in the conduct of business on behalf of the Company or its subsidiaries.
We intend to revise our Clawback Policy to ensure compliance with the SEC’s final rules adopted in October 2022 and the related new listing standards to be adopted by the NYSE.

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2022 SUMMARY COMPENSATION TABLE
The following table provides information regarding the compensation provided to our named executive officersNEOs during the fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020. 2020, as applicable. Certain compensation set forth below has not been, and may never be, fully realized such as Earnout Shares which are subject to both performance-based and service-based conditions. Values in the Summary Compensation Table and following tables reflect the impact of exchange rates for cash compensation and all other compensation, and may be rounded to the nearest dollar (including with respect to totals and equity grant date fair values).
Name and Principal
Position		​​Year​​Salary
($)		​​
Bonus
($)(1)
​​
Stock Awards
($)(2)
​​Option
Awards
($)		​​
Non-Equity
Incentive Plan
Compensation
($)(3)
​​All Other
Compensation
($)		​​Total
($)		​
Paul Abbott,
Chief Executive
Officer(4)
​​​​2022​​​​​1,236,667​​​​​2,000,000​​​​​6,000,000​​​​​—​​​​​3,630,900​​​​​101,632(5)​​​​​12,969,199​​
​​​2021​​​​​1,233,717​​​​​4,000,000​​​​​—​​​​​9,000,000​​​​​4,050,255​​​​​115,001​​​​​18,398,973​​
​​​2020​​​​​1,072,751​​​​​2,756,540​​​​​—​​​​​—​​​​​—​​​​​1,168,879​​​​​4,998,170​​
Martine Gerow,
Chief Financial
Officer(4)(6)
​​​​2022​​​​​564,970​​​​​1,000,000​​​​​3,366,358​​​​​—​​​​​874,048​​​​​72,547(7)​​​​​5,877,923​​
Andrew Crawley,
President(4)
​​​​2022​​​​​806,000​​​​​1,000,000​​​​​2,999,992​​​​​—​​​​​1,180,043​​​​​69,395(8)​​​​​6,055,430​​
​​​2021​​​​​804,318​​​​​1,250,000​​​​​—​​​​​3,750,000​​​​​1,140,000​​​​​70,818​​​​​7,015,136​​
​​​2020​​​​​471,122​​​​​447,938​​​​​—​​​​​—​​​​​—​​​​​635,011​​​​​1,554,071​​
Michael Qualantone,
Former Chief
Revenue Officer(6)(9)
​​​​2022​​​​​650,000​​​​​1,000,000​​​​​5,672,920(10)​​​​​2,480,246(10)​​​​​975,000​​​​​37,200(11)​​​​​10,815,366​​
​​​2021​​​​​578,750​​​​​500,000​​​​​—​​​​​3,448,920​​​​​1,000,000​​​​​36,400​​​​​5,564,070​​
Eric J. Bock,
Chief Legal Officer,
Global Head of
Mergers & Acquisitions
and Compliance and
Corporate Secretary(6)
​​​​2022​​​​​636,538​​​​​1,000,000​​​​​3,303,156​​​​​—​​​​​975,000​​​​​37,200(12)​​​​​5,951,894​​
​
(1)
The amounts in this column for 2022 reflect the vesting and payment of the second tranche of the time-vesting portion of the 2020 Executive LTIP awards granted in November 2020, equal to $1,000,000 for Mr. Abbott and $500,000 for each of Ms. Gerow and Messrs. Crawley, Qualantone and Bock. In addition, amounts in this column for 2022 reflect the vesting and payment of the first tranche of the time-vesting portion of the 2021 Executive LTIP awards granted in September 2021, equal to $1,000,000 for Mr. Abbott and $500,000 for each of Ms. Gerow and Messrs. Crawley, Qualantone and Bock.
​
(2)
The amounts in this column for 2022 reflect the grant date fair value of $6,000,000 for Mr. Abbott and $2,999,992 for each of Ms. Gerow and Messrs. Crawley, Qualantone and Bock in respect of the conversion of 50% of the 2020 Executive LTIP awards granted in November 2020 and 50% of the 2021 Executive LTIP awards granted in September 2021; $199,817 for Ms. Gerow and $303,164 for each of Messrs. Qualantone and Bock in respect of Earnout Shares calculated based upon the probable outcome of the Earnout Criteria (as defined below) at the grant date, and $166,548 for Ms. Gerow and $276,019 for Mr. Qualantone in respect of a supplemental award of RSUs on August 12, 2022 partially in respect of prior service to the Company and its subsidiaries. Earnout Shares, as further described in the tables below, are subject to both service-based vesting conditions and also the satisfaction of stock-price targets that, if not achieved, will cause the Earnout Shares to be forfeited. The amounts reported in these columns constitute the aggregate grant date fair value of each stock award or option award, as applicable, calculated in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standard Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“ASC 718”). Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements included in our 2022 Annual Report.
​

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(3)
The amounts in this column reflect the amounts earned in 2022 as annual cash incentive awards as described in more detail under the section “Compensation Discussion & Analysis — Annual Incentive Compensation” and paid on March 10, 2023.
​
(4)
Amounts paid in British poundpounds sterling to Mr. Abbott, Ms. Gerow and Mr. Crawley have been converted to United States dollars for purposes of this disclosure. Salary and all other compensation have been converted at an annual average exchange rate (based on monthly averages) equal to $1.24 per £1.00 for 2022, $1.37 per £1.00 for 2021 and $1.29 per £1.00 for 2020 (in each case, rounded to the nearest cent) and bonuses havenon-equity incentive plan compensation has been converted at the rate in effect aton December 31 of the timeapplicable year of payments as set forthdisclosure. Executive LTIP amounts reflected in the notesbonus column have not been converted as the awards are denominated in United States dollars but paid in British pounds sterling.
​
(5)
Amount includes (i) a United Kingdom supplemental pension cash allowance of $86,676, (ii) a Company-paid car allowance of $14,136 and (iii) a Company contribution of $820 for an annual executive-level medical assessment.
​
(6)
Due to the table below.
Name and Principal Position
​​
Year
​​
Salary
($)(1)
​​
Bonus
($)(2)
​​
Option
Awards
($)(3)
​​
Non-Equity
Incentive Plan
Compensation
($)(4)
​​
All Other
Compensation
($)
​​
Total
Compensation
($)
Paul Abbott
Chief Executive Officer
​​
2021
​​
1,233,717
​​
4,000,000
​​
9,000,000
​​
4,050,255
​​
115,001(5)
​​
18,398,973
​
2020
​​
1,072,751
​​
2,756,540
​​
​​
​​
1,168,879
​​
4,998,170
Andrew Crawley
Chief Commercial Officer
​​
2021
​​
804,318
​​
1,250,000
​​
3,750,000
​​
1,140,000
​​
70,818(6)
​​
7,015,136
​
2020
​​
471,122
​​
447,938
​​
 
​​
 
​​
635,011
​​
1,554,071
Michael Qualantone
Chief Revenue Officer(7)
​​
2021
​​
578,750
​​
500,000
​​
3,448,920
​​
1,000,000
​​
36,400(8)
​​
5,564,070
(1)
In 2021, as a result of the continued impact of COVID-19 on the travel industry as a whole, our named executive officers accepted a reduction in annual base salary, as described in more detail under the section “Narrative to the Summary Compensation Table — Annual Base Salary” below. The table reflects the actual base salaries paid to our named executive officers in fiscal year 2021 after the effect of these reductions.
(2)
The amounts in this column for 2021 reflect the vesting and payment of $1,000,000, $500,000 and $500,000 for each of Messrs. Abbott, Crawley and Qualantone in respect of the first tranche of the 2020 Executive LTIP awards granted in November 2020 with an initial vesting date of September 1, 2020 which in the aggregate vest as to 16.667% on each of the first three anniversaries of the initial vesting date, with the remaining 50% cliff vesting on the third anniversary of the initial vesting date. In addition, the amounts in this column for 2021 include special one-time cash awards to (i) Paul Abbott equal to $3,000,000 and (ii) Andrew Crawley equal to $750,000, paid in December 2021. These awards were intended to bridge the gap from Mr. Abbott joining GBT in October 2019 and Mr. Crawley joining GBT in April 2020 until the date of their first long-term incentive award granted by us in November 2020.
Each such award is subjectCompany transitioning from emerging growth company status to clawback provisions that require the executive to repay the full cash amount if the executive terminates employment with us on or before November 30, 2022 for any reason other than a termination by GBTG without cause, a termination by the executive for good reason or a termination due to the executive’s death or disability.
(3)
The amounts in this column reflect the grant date fair value of the Options granted to our named executive officers on December 2, 2021. These Options have an exercise price of $10.03 and are eligible to vest in equal installments on the first, second and third anniversaries of
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the grant date based on continued service. The aggregate grant date fair values of the awards shownreporting obligations, disclosure in this column are calculatedtable has been expanded from three NEOs to five NEOs. Accordingly, this table reflects the fiscal years of compensation with respect to which the applicable executive was identified as an NEO and compensation disclosure was required in accordance with Financial Accounting Standards Board Accounting Standards CodificationSEC rules.
​
(7)
Amount includes (i) a United Kingdom supplemental pension cash allowance of $29,123, (ii) a Company-paid car allowance of $14,136, (iii) a housing allowance of $24,933 and (iv) a utilities allowance of $4,355. Ms. Gerow’s housing and utilities allowances were discontinued in 2022.
​
(8)
Amount includes (i) a United Kingdom supplemental pension cash allowance of $55,259 and (ii) a Company-paid car allowance of $14,136.
​
(9)
Mr. Qualantone stepped down from his position as Chief Revenue Officer and as an executive officer of the Company on December 31, 2022.
​
(10)
In addition to the amounts described in footnote (2) of this table, amounts include the incremental fair value, computed as of the modification date in accordance with ASC Topic 718, Compensation Stock Compensation. Assumptions usedresulting from the modification of Mr. Qualantone’s RSUs and Options in the calculation of these amounts are included in Annex A hereto, which replicates disclosure included in note 19 Equity-Based Compensation to our previously filed audited financial statements for the fiscal year ended December 31, 2021. For additional detailsconnection with his Separation Agreement, as further described below under “— Separation Agreement with Michael Qualantone”. The incremental fair value of the modifications to Mr. Qualantone’s RSUs equals $2,093,744 and the incremental fair value of the modifications to Mr. Qualantone’s Options granted to our named executive officers and that are set forth in this column, see the section entitled “Long-Term Incentive Compensation — Global Business Travel Group, Inc. Management Incentive Plan” below.equals $2,480,246.
(4)
The amounts in this column reflect the amounts earned in 2021 as annual cash incentive awards as described in more detail under the section “Narrative to the Summary Compensation Table Annual Incentive Compensation” below.
(5)
Amount includes (i) a UK supplemental pension cash allowance of $96,106, (ii) a Company-paid car allowance of $15,674, (iii) a Company contribution of $668 for an annual executive-level medical assessment, and (iv) a Company contribution of $2,553 for family private medical and dental benefits. In 2020, Mr. Abbott received similar types of perquisites in addition to a one-time payment equal to $1,050,000 intended to be in lieu of certain equity awards from Mr. Abbott’s former employer.
(6)
Amount includes (i) a UK supplemental pension cash allowance of $55,144 and (ii) a Company-paid car allowance of $15,674. In 2020, Mr. Crawley received similar types of perquisites in addition to a onetime payment equal to $601,115 intended to be in lieu of certain equity awards from Mr. Crawley’s former employer. The one-time payment was paid on May 31, 2020 in British pound sterling but converted for purposes of this disclosure at the exchange rate applicable on the payment date equal to $1.23 per £1.00 (rounded to the nearest cent).
(7)
Mr. Qualantone would not have been disclosed as a named executive officer if we had been a public company in 2021. Therefore, his compensation for 2020 has not been provided in this table because it was not required to have been previously disclosed.
(8)
Amount represents (i) a $25,000 cash payment and (ii) a Company contribution of $11,400 to the 401(k) plan.
Narrative​
(11)
Amount includes (i) a Company contribution of $12,200 to the Summary Compensation TableGBT 401(k) Plan and (ii) a $25,000 cash perquisite award which was discontinued in 2022.
The Compensation Committee annually reviews and approves compensation for our named executive officers. The Compensation Committee considers recommendations by our Chief Executive Officer for the compensation​
(12)
Amount includes (i) a Company contribution of all other named executive officers. Compensation for our Chief Executive Officer typically has been recommended by the chairman of the Board of Directors, which is reviewed and subject to approval by the Compensation Committee.
Annual Base Salary
We believe that a competitive base salary is essential in attracting and retaining key executive talent. The base salary established for each of our named executive officers is intended to reflect each individual’s responsibilities, experience, position, prior performance and other discretionary factors deemed relevant by our Compensation Committee. Based on market benchmarking conducted by the compensation consultants$12,200 to the Compensation Committee for 2021, Semler Brossy Consulting Group, our Compensation Committee determines market level compensation for base salaries afterGBT 401(k) Plan and (ii) a review of market data and discussions with our Chief Executive Officer regarding our other executive officers.
The table below reflects the annual base salaries approved by the Compensation Committee for our named executive officers during the fiscal years ended December 31, 2021 and December 31, 2020, prior to the COVID-19 related reductions discussed below and that, for two named executive officers, would have been paid in British pound sterling and were the same amounts for 2021 and 2020, but converted for purposes of disclosure at an annual average exchange rate (based on monthly averages) equal to $1.37 per £1.00 for 2021 and $1.29 per £1.00 for 2020 (in each case, rounded to the nearest cent).
Name
​​
2020 Base
Salary ($)
​​
2021
Base
Salary ($)
Paul Abbott
​​
1,288,538
​​
1,374,903
Andrew Crawley
​​
837,549
​​
893,687
Michael Qualantone
​​
650,000
​​
650,000
In 2021, as a result of the impact of COVID-19 on the travel industry as a whole, our named executive officers accepted a reduction in annual base salary, with a maximum reduction of 21%,$25,000 cash perquisite award which was effective for the period commencing January 1, 2021 and ending July 5, 2021. The actual base salaries paid to our named executive officersdiscontinued in fiscal year 2021 are set forth above in the Summary Compensation Table.2022.
Annual Incentive Compensation​
We maintain an annual incentive award plan (the “AIA Plan”) in order to align participants’ incentives to deliver GBTG’s financial and client goals and to provide an objective setting and review process for our named executive officers that forms the basis for determining their potential annual bonuses. Our employment agreements with our
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named executive officers provide that they will be eligible to participate in the AIA Plan up to a specific target percentage of their salary based on the Compensation Committee’s assessment of their and our performance against goals, as established by GBTG management and approved by the Compensation Committee. The Compensation Committee approves our annual objectives which are based in part on our total revenue and Adjusted EBITDA for the year as well as the individual objectives of each named executive officer, which are focused on each named executive officer’s specific performance relative to our Company-wide achievements. “Adjusted EBITDA” refers to net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes, depreciation and amortization (or EBITDA) and as further adjusted to exclude costs that our management believes are non-core to our underlying business.
The target award opportunities for our named executive officers for fiscal year 2021, expressed as a percentage of their annual base salary, were 200% for Paul Abbott, 100% for Andrew Crawley and 100% for Michael Qualantone. In addition, if the performance targets established by the Compensation Committee were exceeded, Mr. Abbott could have earned up to 300% of his base salary and Mr. Crawley and Mr. Qualantone could have each earned up to 200% of their base salary, respectively.
Employment Agreements with Our Named Executive OfficersNEOs
Messrs.Each of our NEOs, other than Mr. Qualantone, is a party to a written employment agreement or employment letter, as amended or supplemented on December 2, 2021 and November 29, 2021 for Mr. Bock (with such amendments and supplements effective on the first date that our stock became publicly traded). Mr. Qualantone is party to an Employment Transition and Separation Agreement that superseded his employment agreement on December 9, 2022 (the “Separation Agreement”). The material terms of each of those arrangements is described below and eligibility for severance payments and benefits, including the treatment of outstanding equity awards, is described in the section “Potential Payments Upon a Termination or Change in Control — Employment Agreements; Severance Protection Agreements”. For a description of the compensation actually paid to the NEOs for fiscal year 2022, please refer to the “Summary Compensation Table,” above.
Paul Abbott and Crawley are each
Mr. Abbott is party to an employment agreement with GBT Travel Services UK Limited (“GBT UK”), and Mr. Qualantone is party to an employment letter with GBT US (together referred to as the “employment agreements”). The discussion below summarizes the material terms of the named executive officer employment agreements. For details of the severance protection agreements entered into with our named executive officers, see the section entitled “Potential Payments Upon a Termination or Change in Control” below.
Paul Abbott
Agreement; Term. GBT UK entered into an employment agreement with Paul Abbott dated June 5, 2020. The2020 as amended on December 2, 2021, which provides for customary terms of employment agreement will remain in effect unless terminated upon 26 weeks’ notice by Mr. Abbott or 52 weeks’ notice by us, or upon an earlier termination due to breach of the agreement by Mr. Abbott.
Base Salary; Target Bonus. Under the employment agreement, Mr. Abbott will receive anincluding a minimum annual base salary of £1,000,000 subject to applicable tax withholding and national insurance contributions. Mr. Abbott will be eligible to receive a target annual bonus opportunity equal toof 200% of his then-current annual

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base salary up(up to a maximum of 300% base salary).
Long-Term Incentive Awards. The employment agreement provides that Mr. Abbott will be eligible to participate in and receive awards under our long-term incentive award program.
Pension Benefits. Mr. Abbott is also entitledeligible to receive annual long-term incentive awards, participate in employee benefit plans generally applicable to GBT UK employees, receive a monthly car allowance of £950 and receive an additional amount each year under the employment agreement equal to (8/(1+x))% (where “x” is the aggregate rate of employer national insurance contributions and other employer levies, expressed as a decimal) of his base salary per annum in lieu of pension contributions subjectcontributions. Mr. Abbott’s employment agreement also includes certain restrictive covenants, including one-year post-termination noncompetition and non-solicitation of customers and employees restrictions.
Martine Gerow
Ms. Gerow is party to deductionsan employment agreement with GBT UK, dated May 10, 2017 as amended on December 2, 2021, which provides for taxcustomary terms of employment including a minimum annual base salary of £295,000 and national insurance contributions as required by law, payable monthly in arrears.
Additional Benefits. In additiona target annual bonus opportunity of 100% of base salary (up to eligibilitya maximum of 200% of base salary). Ms. Gerow is eligible to receive annual long-term incentive awards, participate in employee benefit plans generally applicable to employees of GBT UK the employment agreement provides that Mr. Abbott will be provided with coverage under a permanent health insurance scheme. Mr. Abbott is also entitled toemployees, receive a monthly car allowance equalof £950, a monthly housing expense, tax assistance payments to £950.
Severance. Upon a terminationcover the tax implications of Mr. Abbott’s employmentsuch housing payments and Company-paid tax advice and preparation services related to income received by usMs. Gerow for any reason other than for cause or dueher services to a resignation of employment by Mr. Abbott for good reason, each as defined in theus. Ms. Gerow’s employment agreement Mr. Abbott will be entitled to receive (i) continued payment of 12 months’ annual base salary less any payments made with respect to garden leave, (ii) the annual cash bonus for the year of termination based on the target level of performance, (iii) the annual cash bonus (based on actual performance) for any prior year not already paid, and (iv) continued private medical insurance for 12 months following the termination date (inclusive of any period of garden leave).
Restrictive Covenants. Mr. Abbott’s employment agreementalso includes certain restrictive covenants relating to protection of our confidential information and intellectual propertyproperty. Ms. Gerow’s housing and one-year (inclusive of any period of garden leave) post-termination non-competition and non-solicitation of customers and employees covenants.
utilities allowances were discontinued in 2022.
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Andrew Crawley
Agreement; Term. GBT UK entered intoMr. Crawley is party to an employment agreement with Andrew CrawleyGBT UK, dated November 26, 2019, in connection with Mr. Crawley’s assumptionas amended on December 2, 2021, which provides for customary terms of the role of Chief Commercial Officer on April 1, 2020. The employment agreement will remain in effect unless terminated by either party upon 26 weeks’ notice, or upon an earlier termination due to breach of the agreement by the executive.
Base Salary; Target Bonus. Under the employment agreement, Mr. Crawley will receive anincluding a minimum annual base salary of £650,000 subject to applicable tax withholding and national insurance contributions. Mr. Crawley will be eligible to receive a target annual bonus opportunity equal toof 100% of his then-current annual base salary up(up to a maximum of 200% base salary).
Make-Whole Replacement Award. In order to make Mr. Crawley whole for the value ofis eligible to receive annual long-term incentive awards, that were forfeited upon Mr. Crawley’s appointment as our Chief Commercial Officer, Mr. Crawley received a one-time sign-on bonus in the amount of £486,780, paid in cash on May 31, 2020 and that was subject to clawback upon a voluntary resignation or termination without cause prior to April 1, 2021.
Long-Term Incentive Awards. The employment agreement provides that Mr. Crawley will be eligible to participate in and receive awards under GBTG’s long-term incentive award program.
Pension Benefits. Mr. Crawley is entitledemployee benefit plans generally applicable to participate in the GBT UK Pension Plan, subject to satisfying eligibility criteria. Mr. Crawley has reached the maximum life-time statutoryemployees, receive an annual car allowance for contributions to the GBT UK Pension Plan. Accordingly, in lieu of additional contributions to the pension plan£11,900 and in accordance with the terms of the plan, GBT UK provides Mr. Crawleyreceive an annual cash allowance equal to 8% of Mr. Crawley’shis base salary, net of 14.3% national insurance withholding.
Additional Benefits. In addition to eligibility to participatewithholding in employee benefit plans generally applicable to employeeslieu of GBT UK, the employment agreement provides that Mr. Crawley is entitled to receive an annual car allowance equal to £11,900.
Severance. Upon a termination ofpension contributions. Mr. Crawley’s employment by us for any reason other than for cause or due to a resignation of employment by Mr. Crawley for good reason, each as defined in the employment agreement Mr. Crawley will be entitled to receive (i) continued payment of 12 months’ annual base salary less any payments made with respect to garden leave, (ii) the annual cash bonus for the year of termination based on the target level of performance and pro-rated to reflect the period of service during the year of termination prior to the termination date (excluding any period of garden leave), and (iii) continued private medical insurance for 12 months following the termination date (inclusive of any period of garden leave).
Restrictive Covenants. Mr. Crawley’s employment agreementalso includes certain restrictive covenants relating to protection of our confidential information and intellectual property.
Michael Qualantone
Agreement; Term. GBT US entered intoPrior to December 9, 2022, Mr. Qualantone was party to an employment letter with Michael Qualantone effective April 1, 2019, that providesGBT US LLC (“GBT US”), a wholly-owned subsidiary of GBTG, which provided for at-willcustomary terms of employment with GBT US.
Base Salary; Target Bonus. Under the employment letter, Mr. Qualantone will receive anincluding a minimum annual base salary of $550,000 (which as of December 31, 2021 had increased to $650,000), subject to applicable tax withholding. Mr. Qualantone is eligible to receiveand a target annual bonus opportunity equal toof 100% of his then-current annual base salary up(up to a maximum of 200%.
Pension Benefits. Mr. Qualantone is entitled to participate in the Amex GBT 401(k) Plan, subject to satisfying base salary) and eligibility criteria.
Additional Benefits. Mr. Qualantone is eligible to participate in employee benefit plans generally applicable to employees of GBT US.
Severance. Upon a termination of Mr. Qualantone’s employment by us for any reason other than for cause or due to a resignation of employment by Mr. Qualantone for good reason, each as defined in the employment letter, subject to his execution of a general release of claims. Mr. Qualantone will be entitled to receive (i) continued payment of 52 weeks’ base salary, (ii) the annual cash bonus for the year of termination based on actual performance and pro-rated to reflect the period of service during the year of termination prior to the termination date paid in or around March of the year following the year in which termination occurs, (iii) provided that Mr. Qualantone elects
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to receive continued health coverage under the Consolidated Omnibus Budget Reconciliation Act, continued healthcare benefits under GBT US health plans for 52 weeks (at active employee rates) and (iv) continued vesting of Options for six months following the applicable termination date, in accordance with the MIP.
For information on Mr. Qualantone’s Employment Transition and Separation Agreement, datedemployees. On December 9, 2022, seeMr. Qualantone entered into the description under the section entitled “Potential Payments upon a Termination or Change in Control” below.
Long-Term Incentive Compensation
Global Business Travel Group, Inc. Management Incentive Plan
Effective May 27, 2022, we adopted the MIPSeparation Agreement, which supersedes the predecessor GBT JerseyCo Limited Amended and Restated Management Incentive Plan, effective as of December 2, 2021 (the “Amended & Restated GBT MIP”). Pursuant tosets forth the terms of the MIP, all Options granted under the Amended & Restatedhis continued employment with GBT MIP that were outstanding at the Closing were converted into Options to purchase Class A Common StockUS effective on January 1, 2023 and were treated as if they were originally granted under the MIP. Generally, the vesting and forfeiture terms of the Options held by our named executive officers continue to be the same as provided under the Amended & Restated GBT MIP, as described below.
Under the MIP, all unexercised Options, whether vested or unvested, expire on the tenth anniversary of their grant date, unless earlier cancelled, such as in connection with a termination of employment. Options granted to our named executive officers in December 2021 vest one-third annually over a three-year period and all other Options generally vest annually at the rate of 20% per year, in each case, generally subject to continued service on the applicable vesting date.
Upon a termination of employment by GBTG or its subsidiaries without cause or a resignation for good reason by the participant (in each case, other than in connection with a change in control), the portion of BCA Options held by our named executive officers that is then outstanding and was scheduled to vest during the period the participant is entitled to receive severance payments or benefits under any employment or severance agreement with GBTG or its subsidiaries as a result of a termination by GBTG or its subsidiaries without cause or a resignation for good reason (the “severance period”) will continue to vest on the applicable vesting date during the severance period. Upon a termination of employment due to death, all outstanding and unvested BCA Options held by our named executive officers will immediately vest in full. Upon a termination of employment due to retirement or disability, the portion of BCA Options held by our named executive officers that is then outstanding and was scheduled to vest on the next anniversary of the grant date immediately following such termination due to disability or retirement will vest in full on such scheduled vesting date.
The portion of the BCA Options held by our named executive officers that is or becomes vested and exercisable as of or after the date of a termination of employment by GBTG or its subsidiary without cause, due to death or disability, resignation for good reason or due to retirement (in each case, other than in connection with a change of control) will remain exercisable until the earlier of (i) the later of the eighteen month anniversary of the Business Combination and the date that is one year after the date of termination of employment (or in the case of a termination without cause or resignation for good reason, one year after the last day of the participant’s severance period (which period may be longer in the event of certain corporate transactions)) and (ii) the tenth anniversary of the applicable grant date, in each case, subject to earlier termination in accordance with the terms of the MIPhis eligibility for severance payments and the applicable award agreement; provided, however, that if such termination of employment occurs prior to the six month anniversary of the Business Combination, then no portion of such Option held by our named executive officers will become exercisable (even if vested) before the first date immediately following the six month anniversary of such Business Combination. In the event that the participant incurs (a) a termination of employment by GBTG or its subsidiaries without cause within 60 days before, or within eighteen months after, a change in control (other than a change in control that is also a SPAC Transaction (as defined therein)) of GBTG or its subsidiaries (other than a change in control that is also a SPAC Transaction) or (b) a termination of employmentbenefits as the result of participant’s death or disability or by the participant for good reason, in each case, within eighteen months after a change in control of GBTG or its affiliates, then in each such case, the portion of the BCA Option that is then outstanding and unvested will immediately become vested and exercisable (orfurther described in the case that a change in control occurs after such eligible termination of employment, will become vested and exercisable upon the occurrence of the change in control) and such BCA Option will remain exercisable until the earlier of (x) the first anniversary of such termination of employment and (y) the tenth anniversary of the applicable grant date.
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For information on the treatment of Mr. Qualantone’s Legacy Options in connection with his separation, as set forth in his Employment Transition and Separation Agreement, dated December 9, 2022, see the description under the section entitledbelow, “Potential Payments Upon a Termination or Change in Control — Separation Agreement with Michael Qualantone” below..
“ChangeEric J. Bock
Eric J. Bock is a party to an employment letter with GBT III B.V., the parent company of GBT US, dated August 7, 2014, which provides for customary terms of employment including a minimum annual base salary of $600,000 and a target annual bonus opportunity of 100% of base salary (up to a maximum of 200% base salary) and eligibility to participate in Control” underemployee benefit plans generally applicable to GBT US employees. Mr. Bock’s employment letter also provides that he is eligible for perquisite benefits with an approximate annual value of $25,000, which has historically been paid in cash and which benefit has been discontinued.

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GRANTS OF PLAN-BASED AWARDS TABLE
​​​​​​​​​​​​​​​
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(2)
​​
Estimated Future Payouts
Under Equity
Incentive Plan Awards(3)
​​All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)		​​All Other
Stock
Awards:
Number of
Securities
Underlying
Options		​​Exercise
or Base
Price of
Option
Awards
($)		​​Grant Date
Fair Value
of Stock
and Option
Awards
($)		​
Name​​
Grant
Date(1)
​​Approval
Date		​​Threshold
($)		​​Target
($)		​​Maximum
($)		​​Threshold
(#)		​​Target
(#)		​​Maximum
(#)		​
Paul Abbott​​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​390,625(4)​​​​​—​​​​​—​​​​​3,000,000​​
​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​390,625(5)​​​​​—​​​​​—​​​​​3,000,000​​
​​​​​​​​​​​​​​​—​​​​​2,480,000​​​​​3,720,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Martine Gerow​​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​195,312(4)​​​​​—​​​​​—​​​​​1,499,996​​
​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​195,312(5)​​​​​—​​​​​—​​​​​1,499,996​​
​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​21,686(6)​​​​​—​​​​​—​​​​​166,548​​
​​​5/27/2022​​​​​
​(7)
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​22,706(8)​​​​​45,413(8)​​​​​—​​​​​—​​​​​—​​​​​199,817​​
​​​​​​​​​​​​​​​—​​​​​596,998​​​​​1,193,996​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Andrew Crawley​​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​195,312(4)​​​​​—​​​​​—​​​​​1,499,996​​
​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​195,312(5)​​​​​—​​​​​—​​​​​1,499,996​​
​​​​​​​​​​​​​​​—​​​​​806,000​​​​​1,612,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Michael Qualantone​​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​195,312(4)​​​​​—​​​​​—​​​​​2,546,868(9)​​
​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​195,312(5)​​​​​—​​​​​—​​​​​2,546,868(9)​​
​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​35,940(6)​​​​​—​​​​​—​​​​​276,019​​
​​​5/27/2022​​​​​
​(7)
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​34,450(10)​​​​​68,901(10)​​​​​—​​​​​—​​​​​—​​​​​303,164​​
​​​​​​​​​​​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​2,480,246(11)​​
​​​​​​​​​​​​​​​—​​​​​650,000​​​​​1,300,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Eric J. Bock​​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​195,312(4)​​​​​—​​​​​—​​​​​1,499,996​​
​​​8/12/2022​​​​​6/21/2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​195,312(5)​​​​​—​​​​​—​​​​​1,499,996​​
​​​5/27/2022​​​​​
​(7)
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​34,450(12)​​​​​68,901(12)​​​​​—​​​​​—​​​​​—​​​​​303,164​​
​​​​​​​​​​​​​​​—​​​​​650,000​​​​​1,300,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​
(1)
Awards approved on June 21, 2022 were granted upon filing of the MIP continuesForm S-8 on August 12, 2022.
​
(2)
Amounts that would be paid in British pounds sterling to Mr. Abbott, Ms. Gerow and Mr. Crawley have been converted to United States dollars for purposes of this disclosure at an annual average exchange rate (based on monthly averages) equal to $1.24 per £1.00 for 2022 (rounded to the same meaning as undernearest cent).
​
(3)
Represents Earnout Shares, fifty percent of which will convert into shares of Class A Common Stock upon the predecessor Amended & Restated GBT MIP. For avoidanceVWAP of doubt,a share of Class A Common Stock exceeding $12.50 for any twenty trading days within any thirty-day trading period within five years of the consummationclosing of the Business Combination, did not constituteand fifty percent of which will convert into shares of Class A Common Stock upon the VWAP of a change in control undershare of Class A Common Stock exceeding $15.00 for any twenty trading days within any thirty-day trading period within five years following the MIP.
The MIP provides for certain restrictive covenants including confidentiality, non-disparagement and 24 month (or such lesser period as may be provided in an award agreement) post-termination non-competition (other than with respect to the BCA Options) and non-solicitationclosing of customers and employees covenants. A participant’s breach of the MIP restrictive covenants would result in forfeiture of any outstanding Options held by the participant.
GBT JerseyCo Limited Executive Long-Term Incentive Plans
On November 5, 2020, we adopted the 2020 Executive Long-Term Cash Incentive Award Plan (the “2020 Executive LTIP”), which provided for a total pool of $36 million allocated pursuant to awards granted under the 2020 Executive LTIP. The 2020 Executive LTIP was intended to replace potential grants of Options due to the share reserve of MIP having been substantially exhausted by December 31, 2019. On November 2, 2021, we adopted the 2021 Executive Long-Term Cash Incentive Award Plan (the “2021 Executive LTIP”), which provides for a total pool of $38 million, with up to $4 million allocable by the chairman of the Board of Directors of GBT JerseyCo (the “GBT Board”) as of the effective date of the 2021 Executive LTIP, for so long as he continues to serve on the GBT Board (and after the Business Combination (the “Earnout Criteria”). The grant date fair value for each award was calculated in accordance with ASC 718. Assumptions used in the Boardcalculation of Directors). On November 8, 2021, GBT and certainthese amounts are included in the notes to our consolidated financial statements included in our 2022 Annual Report. Earnout Shares (and when converted, related shares of its subsidiaries granted cash awards underClass A Common Stock) are subject to service-based vesting conditions. In the 2021 Executive LTIP to certain individuals then serving as executive officers of GBT. Underevent that both the 2021 Executive LTIPEarnout Criteria and the 2020 Executive LTIP, previously granted awards are based 50% on time-vestingapplicable service-based conditions and 50% on performance-vesting conditions.have not been satisfied, the Earnout Shares will be forfeited.
Under the 2020 Executive LTIP, the time-based portion of an award is eligible to​
(4)
Represents RSUs that vest one-third on each of September 1, 2021, September 1, 2022 and September 1, 2023, based ongenerally subject to continued service through the vesting date. The grant date fair value for each award was calculated in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in the notes to GBTG or its subsidiaries. Under the 2021 Executive LTIP, the time-based portion of an award is eligible toour consolidated financial statements included in our 2022 Annual Report.
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(5)
Represents RSUs that vest one-third on each of September 1, 2022, September 1, 2023 and September 1, 2024, based ongenerally subject to continued service to GBTG or its subsidiaries.
On August 12, 2022,through the vesting date. The grant date fair value for each award was calculated in accordance with ASC 718. Assumptions used in the termscalculation of these amounts are included in the notes to our consolidated financial statements included in our 2022 Annual Report.
​
(6)
Represents RSUs that vest approximately one-third on August 12th of each of 2023, 2024 and 2025, generally subject to continued service through the applicable vesting dates. The grant date fair value for each award was calculated in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements included in our 2022 Annual Report.
​
(7)
Earnout Shares were granted upon the closing of the underlying 2021 Executive LTIP award agreementsBusiness Combination and the 2020 Executive LTIP award agreements, the performance-based portion of awards held by our named executive officers and certain other participants were converted into restricted stock units of GBTG on the same time-based vesting and forfeiture terms as was applicable to the performance-based portion of the 2021 Executive LTIP award and the 2020 Executive LTIP award.
The 2021 Executive LTIP and the 2020 Executive LTIP provide for certain restrictive covenants including confidentiality, non-disparagement and 12-month post-termination non-competition and non-solicitation of customers and employees covenants. A participant’s breach of the restrictive covenants under the 2021 Executive LTIP or the 2020 Executive LTIP, as applicable, would result in forfeiture of any awards heldapproved by the participant.
GBTG 2022 Equity Incentive Plan
The 2022 Plan was approved at a special meetingboard of APSG’s stockholders on May 27, 2022.
Purpose. The purposedirectors of the 2022 Plan is to assist GBTG and its subsidiaries in attracting and retaining valued employees, consultants and non-employee directors by offering them a greater stake in our success and a closer identity with GBTG, and to encourage ownership of its shares by such employees, consultants and non-employee directors. Below is a summary of the material terms of the 2022 Plan, and it is qualified in its entirety by the 2022 Plan document.
Eligibility. Any employee or consultant of GBTG and its subsidiaries or non-employee director of GBTG is eligible to receive awards under the 2022 Plan.
Administration. The 2022 Plan is administered by GBTG’s Compensation Committee, which under the terms of the 2022 Plan is required to have at least two members, each of whom is a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)GBT and the regulations issued thereunder and an “independent director” under the rules of any applicable stock exchange. The Compensation
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Committee generally has full and final authority to administer the 2022 Plan, including the discretion to: (i) select participants and determine all terms of their awards, provided that awards to non-employee members of the Board of Directors will be subject to approval and administration by the full Board of Directors; (ii) correct any defect or supply any omission or reconcile any inconsistency in the 2022 Plan and award agreements, and to adopt, amend and rescind such rules, regulations, guidelines, forms of agreements and instruments as, in its opinion, may be necessary or advisable; (iii) construe and interpret the 2022 Plan and award agreements and (iv) make all other determinations as it may deem necessary or advisable for the administration of the 2022 Plan and award agreements.
The Compensation Committee may delegate some or all of its authority to any of GBTG’s executive officers or any other person or persons designated by the Compensation Committee. However, the Compensation Committee may not delegate its authority to grant awards to the following persons: (i) employees subject to the requirements of Rule 16b-3 of the Exchange Act; (ii) officers or other employees who have been delegated authority under the 2022 Plan or (iii) members of the Board of Directors.
The Compensation Committee may adopt special rules or provisions for awards granted to employees, consultants and non-employee directors who are foreign nationals or are employed or providing services outside the United States, provided that such rules may not include any provisions that are prohibited by the terms of the 2022 Plan, as then in effect, unless the 2022 Plan could have been amended to eliminate such prohibition without further approval by GBTG’s stockholders.
Shares Available Under 2022 Plan. 47,870,291 total shares (the “Share Reserve”Apollo Strategic Growth Capital (“APSG”) are available for issuance pursuant to awards granted under the 2022 Plan, which is also the maximum number of shares that may be issued in respect of incentive stock options. The aggregate number of shares that will be available for issuance under awards granted pursuant to the 2022 Plan will also be increased by the number of shares underlying the portion of an award granted under the MIP that is cancelled, terminated or forfeited or lapses after the effective date of the 2022 Plan. No more than the number of shares in the Share Reserve may be issued under the 2022 Plan pursuant to the exercise of incentive stock options. Shares issued by us in connection with the assumption or substitutionexecution of outstanding grants or under certain stockholder approved plans from an acquired company will not reduce the number of shares available for awards under the 2022 Plan. Shares underlying the portion of an award that is forfeited or otherwise terminated for any reason whatsoever, in any case, without the issuance of shares, will be added backdefinitive transaction agreement on December 2, 2021 relating to the number of shares available for grant under the 2022 Plan. No non-employee director may be paid, issued, or granted in any one calendar year, equity awards (including any awards issued under the 2022 Plan) with an aggregate value (the value of which will be based on their grant date fair value determined in accordance with GAAP) and any other compensation (including without limitation any cash retainers or fees) but excluding expense reimbursements, that in the aggregate, exceed $750,000. Shares issued under the 2022 Plan may, at the election of the Board of Directors, be (i) authorized but previously unissued shares or (ii) shares previously issued and outstanding and reacquired by GBTG.
Awards — Generally. The right of a participant to exercise or receive a grant or settlement of any award, and the timing thereof, may be subject to such performance goals as may be determined by the Compensation Committee. Each award, and the terms and conditions applicable thereto, will be evidenced by an award agreement. Awards generally are not transferrable, with limited exceptions for certain awards in connection with estate planning transfers. The impact of a termination of employment or service on an award generally will be set forth in the applicable award agreement (though the 2022 Plan contains certain default treatment if not addressed in the award agreement), subject to certain terminations in connection with a change in control (as described below).
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Awards — Types of Awards
Options. Options give a participant the right to purchase a specified number of shares from GBTG for a specified time period at a fixed exercise price. Options granted under the 2022 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options; provided that, no ISOs will be granted until GBTG and its subsidiaries are eligible to grant ISOs. The price at which shares may be purchased upon exercise will be determined by the Compensation Committee, but will not be less than the fair market value of one share on the date of grant, or, in the case of an ISO granted to certain large stockholders, less than 110% of the fair market value of a share on the date of grant. The Compensation Committee may grant options that have a term of up to 10 years, or, in the case of an ISO granted to certain large stockholders, five years. The award agreement will specify the exercise price, term, vesting requirements, including any performance goals, and any other terms and conditions applicable to the granted option, including the methods of payment of the exercise price. Fair market value under the 2022 Plan is generally the closing price of GBTG’s shares on the date of determination.
SARs. A grant of a stock appreciation right (“SAR”) entitles a participant to receive, upon exercise of the SAR, the excess of (i) the fair market value of one share on the date of exercise, over (ii) the grant price of the SAR as determined by the Compensation Committee, but which may never be less than the fair market value of one share on the grant date. The Compensation Committee will determine and specify in each award agreement the number of SARs granted, the grant price of the SAR (which will not be less than 100% of the fair market value of a share on the date of grant), the time or times at which a SAR may be exercised in whole or in part, the method by which shares will be delivered or deemed to be delivered to a participant, the term of the SAR (which will not be greater than 10 years) and any other terms and conditions of the SAR. Unless otherwise provided in an award agreement, all SARs will be settled in shares.
Restricted Stock and Performance Stock. An award of restricted stock is a grant of a specified number of shares, which shares are subject to forfeiture upon the happening of certain events during a specified restriction period. Each award of restricted stock will specify the duration of the restriction period, the conditions under which the shares may be forfeited, and the amount, if any, the participant must pay to receive the shares. During the restriction period, the participant will have all of the rights of a stockholder with respect to the restricted stock, including to vote the shares of restricted stock and to receive dividends. However, dividends may, at the discretion of the Compensation Committee, be paid currently or subject to the same restrictions as the underlying stock (and the Compensation Committee may withhold cash dividends paid on restricted stock until the applicable restrictions have lapsed), provided that dividends paid on unvested restricted stock that is subject to performance goals will not be paid or released until the applicable performance goals have been achieved. Performance stock is restricted stock that becomes earned and/or vested based on the achievement of one or more performance goals.
RSUs and PSUs. A RSU award is a grant of the right to receive a payment in shares or cash, or a combination thereof, equal to the fair market value of a share on the settlement date of the award. RSUs are solely a device for determining amounts to be paid to a participant, do not constitute shares and will not be treated as a trust fund of any kind. During the restriction period, the participant will have no rights as a stockholder with respect to any such shares underlying the RSU award. Notwithstanding the previous sentence, the Compensation Committee may provide in an award agreement that amounts equal to dividends declared during the restriction period on the shares covered by the award will be credited to the participant’s account and settled in shares at the same time as the RSUs to which such dividend equivalents relate. Awards of RSUs will be settled in shares, unless otherwise provided in an award agreement; provided that any fractional RSUs will be settled in cash. Provided that the restrictions, including any applicable performance goals, on such award have lapsed, the participant will receive shares covered by the award (or if such award is cash settled, cash) at the end of the restriction period (generally within 60 days thereafter). Performance stock units (“PSUs”) are RSUs that become earned and/or vested based on the achievement of one or more performance goals.
Other Stock-Based Awards. The Compensation Committee may grant, subject to applicable law, any other type of award under the 2022 Plan that is payable in, or valued in whole or in part by reference to, shares, and that is deemed by the Compensation Committee to be consistent with the purposes of the 2022 Plan, including, without limitation, fully vested shares and dividend equivalents.
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Change in Control and Other Corporate Transactions. Unless otherwise provided in an award agreement, a change in control will not, in and of itself, accelerate the vesting, settlement, or exercisability of outstanding awards. Awards in a change in control may, without the consent of any participant, be assumed by the successor corporation or company (or one of its affiliates) or may be cancelled in exchange for a substitute award issued by the successor corporation or company (or one of its affiliates) determined by the Compensation Committee to preserve the rights of the participant in the cancelled award. Notwithstanding the foregoing and unless otherwise provided in an award agreement or an effective employment, consulting or similar agreement with us or a subsidiary, if (i) the successor corporation (or its direct or indirect parent) does not agree to assume an outstanding award or does not agree to substitute or replace such award with an award involving the ordinary equity securities of such successor corporation (or its direct or indirect parent) on terms and conditions necessary to preserve the rights of the applicable participant with respect to such award, (ii) GBTG’s or GBTG’s successor’s (or its direct or indirect parent’s) securities will not be publicly traded immediately following such change in control or (iii) the change in control is not approved by a majority of certain members of the Board of Directors immediately prior to such change in control, then the Compensation Committee, in its sole discretion, may take certain actions with respect to outstanding awards, such as accelerating vesting, settling awards, cashing out awards and taking such other actions as the Compensation Committee deems appropriate. If the Compensation Committee exercises its discretion to vest or settle outstanding awards, all applicable performance goals will be deemed satisfied based on actual performance as of the date of the change in control or, if determined by the Compensation Committee, prior to such change in control, at target level performance.
Unless provided otherwise in an award agreement, or as otherwise may be determined by the Compensation Committee prior to a change in control, in the event that awards are assumed in connection with a change in control or substituted with new awards, and a participant’s employment or other service with GBTG and its subsidiaries is terminated without cause, by the participant for good reason or as the result of the participant’s death or disability, in any case, within eighteen months following certain changes in control, (i) the unvested portion of such participant’s awards will vest in full (with any applicable performance goals being deemed to have been achieved at target or, if greater, actual levels of performance), (ii) awards of options and SARs will remain exercisable by the participant or the participant’s beneficiary or legal representative, as the case may be, for a period of one year (but not beyond the stated term of the option or SAR), (iii) all RSUs and PSUs generally will be settled within 30 days after such termination and (iv) all other stock-based awards generally will be settled within 30 days after such termination.
In the event of certain corporate events, such as a recapitalization, share split or extraordinary cash distributions, in any case, that occurs on or after the date the 2022 Plan is approved by the Board of Directors, the Compensation Committee will make equitable adjustments in (i) the number and/or kind of shares which may thereafter be issued in connection with awards, (ii) the number and kind of shares issuable in respect of outstanding awards, (iii) the aggregate number and kind of shares available under the 2022 Plan and certain specific share limitations and (iv) the exercise or grant price relating to any award, or, if deemed appropriate, the Compensation Committee may also make provision for a cash payment with respect to any outstanding award. In addition, the Compensation Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, awards, including any performance goals, in recognition of unusual or nonrecurring events affecting GBTG or its subsidiaries or in response to changes in applicable laws, regulations or accounting principles.
Clawback and Recoupment. Any award granted under the 2022 Plan (and all shares acquired thereunder) will be subject to mandatory repayment and clawback pursuant to the terms of GBTG’s corporate governance guidelines, as in effect from time to time, and as may otherwise be required by any federal or state laws or listing requirements of any applicable securities exchange. Additional recoupment and clawback policies may be provided in an award agreement, and may be enacted after the grant date of the applicable award.
Share Ownership. All awards granted under the 2022 Plan (and all shares acquired thereunder) will be subject to the holding periods set forth in GBTG stock ownership guidelines, as in effect from time to time.
Amendment and Termination. The Board of Directors has the power to amend, alter, suspend, discontinue or terminate the 2022 Plan, provided that, except for adjustments upon certain changes to the corporate structure of GBTG affecting the shares (as described above), the Board of Directors must obtain stockholder approval for actions which would: (i) increase the number of shares subject to the 2022 Plan; or (ii) require stockholder approval under any applicable federal, state or foreign law or regulation or the rules of any stock exchange or automated quotation system on which the shares may then be listed or quoted. Without the consent of an affected participant, no
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amendment, alteration, suspension, discontinuation, or termination of the 2022 Plan may materially and adversely affect the rights of the participant under any outstanding award unless such amendment, alteration, suspension, discontinuation or termination is required by law or the rules of any applicable securities exchange. No award of options or SARs may be repriced, replaced or regranted through cancellation, nor may any underwater option or underwater SAR be repurchased for cash, without the approval of GBTG’s stockholders.
The Compensation Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any award and any award agreement relating thereto without the consent of any affected participant, provided, that no such amendment, alteration, suspension, discontinuation or termination that adversely affects the rights of a participant will be effective without such participant’s consent unless such amendment, alteration, suspension, discontinuation or termination is required by law or the rules of any applicable securities exchange.
Unless earlier terminated, the 2022 Plan will terminate with respect to the grant of new awards on the earlier of the 10-year anniversary of the date the 2022 Plan was approved by the APSG’s stockholders or the 10-year anniversary of the date the 2022 Plan was approved by the APSG’s board of directors.
GBTG Employee Stock Purchase Plan (the “ESPP”)
The ESPP was approved at a special meeting of APSG’s stockholders on May 27, 2022.
The purpose of the ESPP is to provide eligible employees the opportunity to increase their proprietary interest in GBTG. Below is a summary of the material terms of the ESPP, and it is qualified in its entirety by the ESPP plan document. In the event of a conflict between the summary below and the ESPP plan document, the terms of the ESPP plan document will control. References in this summary to “shares” or “share” means shares of our Class A Common Stock. The Board of Directors believes that equity awards are necessary to remain competitive in its industry and are essential to recruiting and retaining the highly qualified employees who help it meet its goals.
Administration; Operation. The Board of Directors will delegate the authority to administer the ESPP to GBTG’s Compensation Committee, which has the right and power to interpret the provisions of the ESPP and to make all determinations deemed necessary or advisable for the administration of the ESPP. GBTG’s Compensation Committee may also delegate some or all of its authority under the ESPP. The ESPP is implemented through a series of offerings to eligible employees. Under the ESPP, GBTG may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering (it is expected that each calendar year will consist of two offering periods, one commencing on January 1 and ending on June 30 and one commencing on July 1 and ending on December 31, though the Compensation Committee may elect to operate the ESPP differently). At the end of an offering period, shares will be purchased for employees participating in the offering period using their contributions to the ESPP for that offering period. An offering period may be terminated under certain circumstances. The Board of Directors and/or GBTG’s Compensation Committee may adopt procedures and sub-plans to the ESPP that are necessary or appropriate to permit or facilitate participation in the ESPP by eligible employees who are employed or located in a jurisdiction other than the United States or to generally operate the ESPP in jurisdictions outside the United States. The ESPP offers the Company the ability to implement offerings that are both intended to be compliant with, and not intended to be compliant with, Section 423 of the Code, provided that until GBTG and its subsidiaries are eligible to offer a tax-qualified employee stock purchase plan, all offerings under the ESPP are expected to be made under the non-423 compliant component of the ESPP.
Eligibility. Generally, all of GBTG’s employees and all of the employees of GBTG’s participating subsidiaries, in each case, who do not own 5% or more of the total combined voting power or value of all of GBTG’s, GBTG’s parent’s or any of GBTG’s subsidiaries’ classes of stock (determined using certain attribution rules) are eligible to participate in the ESPP. However, employees who are residents or citizens of a country other than the United States may be excluded if their participation is prohibited by law or compliance with the laws of their home country would jeopardize an offering’s qualification under applicable tax law. Additionally, the Compensation Committee may decide to exclude certain part-time, seasonal, highly compensated and/or newly hired employees.
Participation. Eligible employees may elect to contribute, normally through payroll deductions, at least 1% and up to 15% of their compensation (which is generally limited to just base salary and hourly wages) for the purchase of shares under the ESPP with respect to an offering period, with contributions being a whole percentage of compensation. Participants generally may not change the rate of their contributions during an offering period unless the participant is withdrawing from the ESPP or discontinuing his or her contributions for that offering period in their entirety. Generally, a participant who has discontinued employee contributions may not resume contributions until the
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next offering period, but previously made contributions will remain in the ESPP. A participant who has withdrawn from participation in the ESPP will receive a refund of his or her contributions, without interest. Generally, a termination of employment will be treated as a withdrawal from the ESPP. Rights under the ESPP are not transferrable.
Purchasing of Shares. At the end of an offering period, each participant’s contributions to the ESPP will be used to purchase a whole number of shares, with the purchase price per share between 85% to 100% of the fair market value of a share on the last date of the offering period as determined by GBTG’s Compensation Committee; provided that, the Compensation Committee may set a purchase price per share between 85% to 100% of the fair market value of a share on the first day of the offering period. Any fractional share that otherwise would be purchased will be rounded down to the next lower whole share, with the funds associated with the fractional share to be carried over to the next offering period. Notwithstanding the above, participants may not purchase more than 10,000 shares during any offering period (subject to adjustment by the Compensation Committee), nor may any participant purchase shares under the ESPP and all other qualified employee stock purchase plans of GBTG or any parent or subsidiary of GBTG at a rate that exceeds $25,000 in fair market value of the shares (determined at the time the option is granted) for each calendar year in which any option granted to the participant is outstanding at any time. Fair market value under the ESPP is generally the closing price of GBTG’s shares on the date of determination.
Share Reserve. 11,068,989 total shares (the “ESPP Cap”) are initially available for purchase under the ESPP. On January 1 of each year during which the ESPP is in effect, commencing on January 1, 2023, the number of shares available for purchase under the ESPP will be automatically increased by the lesser of (x) the ESPP Cap, (y) 1% of the number of shares of all Class A Common Stock outstanding as of the immediately preceding December 31 (calculated on a fully diluted basis, including derivative securities of GBTG and securities of GBT that may become convertible for equity securities of GBTG), and (z) such lesser number of shares as the Board of Directors may determine, in each case, subject to equitable adjustment to reflect certain corporate events. Shares issued under the ESPP may be shares already outstanding or newly issued or treasury shares. Notwithstanding the foregoing or anything contained in the ESPP to the contrary, not more than 12% of the fully diluted number of shares of all classes of GBTG (including derivative securities of GBTG and securities of GBT that may become convertible into shares of GBTG), measured immediately after the Closing (post-money and post-conversion) may be issued under the portion of the ESPP that is intended to be qualified under Section 423 of the Code, and not more than 12% of the fully diluted number of shares of all classes of GBTG (including derivative securities of GBTG and securities of GBT that may become convertible into shares of GBTG), measured immediately after the Closing (post-money and post-conversion) may be issued under the portion of the ESPP that is not intended to be qualified under Section 423 of the Code.
Changes to Capital Structure; Change in Control.Business Combination. In the event that a change in GBTG’s capital structure occurs dueboth the Earnout Criteria and the applicable service-based vesting conditions have not been satisfied, the Earnout Shares will be forfeited.
​
(8)
Earnout Shares are subject to certain events that occur on or after the dateEarnout Criteria, of which 34,451 (out of the ESPP is approved by the Board of Directors, then the Compensation Committee will make appropriate adjustments to (i) the aggregatemaximum possible number of shares reserved underEarnout Shares) are service-vested and 10,962 will be eligible to vest 50% on October 1st of each year from 2023 through 2024, generally subject to continued service through the ESPP, (ii)applicable vesting date. In the event that both the Earnout Criteria and the applicable service-based vesting conditions have not been satisfied, the Earnout Shares will be forfeited.
​
(9)
Amounts include the incremental fair value for Mr. Qualantone’s RSUs that were modified during fiscal year 2022, as further described in footnote (10) of the Summary Compensation Table.
​
(10)
Earnout Shares are subject to the Earnout Criteria, of which 35,077 (out of the maximum possible number of sharesEarnout Shares) are service-vested, 15,659 will be eligible to vest on April 1, 2023 and 18,165 will be eligible to vest 50% on each October 1st of each year from 2023 through 2024, subject to continued service through the applicable vesting date. In the event that both the Earnout Criteria and purchase price of, all outstanding purchase rightsthe applicable service-based vesting conditions have not been satisfied, the Earnout Shares will be forfeited.
​
(11)
Amounts include the incremental fair value for Mr. Qualantone’s Options granted in 2015, 2018, 2019 and (iii) the maximum number of shares each participant may purchase in an offering period. In addition,2021, as further described in the eventOutstanding Equity Awards Table, that were modified during fiscal year 2022, as further described in footnote (10) of a change in control, the ESPP will terminate and shares will be purchased in accordance with the ESPP as if the offering period ended on the day immediately preceding the change in control, unless the ESPP is assumed in the change in control. TheSummary Compensation Committee may take certain actions in anticipation of a change in control, including terminating the ESPP and preventing participants from continuing their contributionsTable.
​
(12)
Earnout Shares are service-vested but remain subject to the ESPP.Earnout Criteria.
Plan Amendments, Termination. The Board of Directors has the authority to amend, suspend or terminate the ESPP, and to shorten an offering period (and refund contributions in the event of such shortening, suspension or termination), at any time and without notice, provided, however, that any increase in the aggregate number of shares to be issued under the ESPP will be subject to approval by GBTG’s stockholders. GBTG also will obtain stockholder approval of any amendment to the ESPP as required by applicable law, rule or regulation. No amendment, termination or suspension of the ESPP will require the consent of any participant unless otherwise required by applicable law or listing requirements. The ESPP will terminate on the earliest to occur of (i) a termination of the ESPP by the Board of Directors and (ii) the tenth anniversary of the date the ESPP is approved by the APSG’s board of directors, and (iii) the tenth anniversary of the date the ESPP is approved by the APSG’s stockholders.
​
21

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Perquisites
Our named executive officers receive certain perquisites relating to medical and dental coverage, pension-related contributions and cash allowances and car allowances. Detail on the quantification of perquisites is set forth in the notes to the Summary Compensation Table, above.
Outstanding Equity Awards at DecemberOUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20212022
The following table provides information about the number of outstanding equity awards held by our named executive officersNEOs as of December 31, 2021. 2022.
​​​Option Awards​​Stock Awards​
Name​​Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable		​​Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable		​​Option
Exercise Price
($)		​​Option
Expiration
Date		​​Number of
Shares or
Units of Stock
That Have
Not Vested
(#)		​​
Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(1)
​​Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)		​​
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(2)
​
Paul Abbott​​​​994,512(3)​​​​​1,989,023(3)​​​​​10.03​​​​​12/2/2031​​​​​390,625(4)​​​​​2,636,719​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​390,625(5)​​​​​2,636,719​​​​​—​​​​​—​​
Martine Gerow​​​​355,518(3)​​​​​711,037(3)​​​​​10.03​​​​​12/2/2031​​​​​195,312(4)​​​​​1,318,356​​​​​—​​​​​—​​
​​​184,084(6)​​​​​122,722(6)​​​​​14.58​​​​​9/25/2029​​​​​195,312(5)​​​​​1,318,356​​​​​—​​​​​—​​
​​​964,248(7)​​​​​—​​​​​6.72​​​​​5/23/2027​​​​​21,686​​​​​146,381​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​45,413(8)​​​​​306,538​​
Andrew Crawley​​​​414,379(3)​​​​​828,757(3)​​​​​10.03​​​​​12/2/2031​​​​​195,312(4)​​​​​1,318,356​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​195,312(5)​​​​​1,318,356​​​​​—​​​​​—​​
Michael Qualantone(9)
​​​​371,303(3)​​​​​742,606(3)​​​​​10.03​​​​​12/2/2031​​​​​195,312(4)​​​​​1,318,356​​​​​—​​​​​—​​
​​​305,053(6)​​​​​203,369(6)​​​​​14.58​​​​​9/25/2029​​​​​195,312(5)​​​​​1,318,356​​​​​—​​​​​—​​
​​​350,635(10)​​​​​87,659(10)​​​​​7.23​​​​​3/13/2028​​​​​35,940​​​​​242,595​​​​​—​​​​​—​​
​​​596,081(11)​​​​​—​​​​​6.37​​​​​9/30/2025​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​385,699(11)​​​​​—​​​​​5.74​​​​​3/30/2025​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​68,901(12)​​​​​465,082​​
Eric J. Bock​​​​331,503(3)​​​​​663,005(3)​​​​​10.03​​​​​12/2/2031​​​​​195,312(4)​​​​​1,318,356​​​​​—​​​​​—​​
​​​525,953(13)​​​​​—​​​​​6.69​​​​​5/24/2026​​​​​195,312(5)​​​​​1,318,356​​​​​—​​​​​—​​
​​​1,402,543(11)​​​​​—​​​​​5.74​​​​​3/30/2025​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​68,901(14)​​​​​465,082​​
​
(1)
The number of shares subject to the Options and the exercise prices for the Options have been adjusted toamounts in this column reflect the impactmarket value of the Business Combinationunvested stock awards, determined by multiplying the number of shares originallysuch awards by the market price of our Class A Common Stock at the close of the last trading day of fiscal year 2022, which was $6.75 per share.
​
(2)
The amounts in this column reflect the number of Earnout Shares payable based on achievement of the maximum level of performance multiplied by the market price of our Class A Common Stock at the close of the last trading day of fiscal year 2022, which was $6.75 per share.
​
(3)
Consists of Options that vest approximately one-third on December 2nd of 2022, 2023 and 2024, generally subject to the Options by a conversion ratio of approximately 8.765899 (the “Conversion Ratio”) and by dividing the original exercise prices for the Options by the Conversion Ratio.
​​
​​
Option Awards
Name
​​
Grant Date
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
​​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
Paul Abbott
​​
12/2/2021
​​
—
​​
2,983,535(1)
​​
10.03
​​
12/2/2031
Andrew Crawley
​​
12/2/2021
​​
—
​​
1,243,136(1)
​​
10.03
​​
12/2/2031
Michael Qualantone
​​
12/2/2021
​​
—
​​
1,113,909(1)
​​
10.03
​​
12/2/2031
​​
9/25/2019
​​
—
​​
508,422(2)
​​
14.58
​​
9/25/2029
​​
3/13/2018
​​
—
​​
438,294(3)
​​
7.23
​​
3/13/2028
​​
9/30/2015
​​
—
​​
596,081(4)
​​
6.37
​​
9/30/2025
​​
3/30/2015
​​
—
​​
385,699(4)
​​
5.74
​​
3/30/2025
(1)
Consists of Options that vest one-third on December 2nd of each year from 2022 through 2024, subject to continued service through the applicable vesting date.
(2)
Consists of Options that vest 20% on October 1st of each year from 2020 through 2024, subject to continued service through the applicable vesting date.
(3)
Consists of Options that vest 20% on April 1st of each year from 2019 through 2023, subject to continued service through the applicable vesting date.
(4)
Consists of Options that vested 20% on July 1st of each year from 2015 through 2019, subject to continued service through the applicable vesting date.
Health, Welfare and Retirement Benefits
All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental and vision insurance plans, in each case on the same basis as all of our other employees in the applicable jurisdiction.vesting dates.
401(k) Plan​
We maintain a 401(k) retirement savings plan(4)
Consists of RSUs that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pretax basis and on an after-tax “Roth” contribution basis, up to the statutorily prescribed annual limits on contributions under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The 401(k) plan provides us with the discretion to match a portion of contributions made by our employees, including executives,vest September 1, 2023, generally subject to continued service through the approvalvesting date.
​
(5)
Consists of RSUs that vest September 1, 2024, generally subject to continued service through the Boardvesting date.
​
(6)
Consists of Directors. We intend for our 401(k) planOptions that vest 20% on October 1st of each year from 2020 through 2024, generally subject to qualify under Section 401(a)continued service through the applicable vesting date.
​
(7)
Consists of the Code so that contributions by employees to our 401(k) plan, and income earned on those contributions, are not taxable to employees until withdrawn from our 401(k) plan.fully vested Options.
Non-Qualified Deferred Compensation Plan
GBT US maintains the GBT US LLC Deferred Compensation Plan (the “GBT DCP”) a tax-deferred non-qualified deferred compensation plan, for the benefit of a select group of management and key employees, including our named executive officers, who are located in the United States. The GBT DCP is open to employees
​
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with the position of director and above with annual salary levels equal to or in excess of $150,000 and in excess of tax-qualified salary thresholds for purposes of contributions to GBT’s 401(k) plan. The GBT DCP provides participants with the ability to elect to defer a portion of their eligible compensation (including annual salary and incentive compensation) until the earlier of the participant’s separation from service with GBTG and its affiliates or a scheduled in-service withdrawal date, which may not be earlier than two years after the year in which base compensation is earned, three years after the year AIA Plan awards are earned or five years after the year in which long-term incentive plan awards are earned. GBTG has established a Rabbi Trust, a segregated account that remains subject to any claims of unsecured general creditors of GBTG, pursuant to which GBTG intends to make periodic contributions equal the deferral contributions made by participants to the GBT DCP.
UK Pension Plans
GBT UK maintains two pension plans, the GBT UK Pension Plan and the Hogg Robinson (1987) Pension Scheme.
The GBT UK Pension Plan is a defined contribution pension scheme that provides for employer contributions of between 5% and 8% of qualifying earnings, with matching employee contributions of between 3% and 6%. Employees can elect to contribute more than 6% of their qualifying earnings but the employer contribution does not increase beyond 8%. Employee contributions are made by way of salary sacrifice up to the statutory annual allowance limit per year. Eligible employees are automatically enrolled in the GBT UK Pension Plan unless the employee has already met the statutory life time allowance.
The Hogg Robinson (1987) Pension Scheme is a two-part pension scheme comprised of a frozen defined benefit section and an active defined contribution section. The scheme is managed by its trustees and administered by a trustee appointed company, XPS Pensions Group PLC.
The defined benefit section of the scheme was closed to new members on March 31, 2003 and was closed to future accrual on June 30, 2013. Those employees who were members of the defined benefit section of the scheme on June 30, 2013 automatically became members of the defined contribution section of the scheme, unless they opted out. The defined benefit section of the scheme includes early retirement and death in service benefits. None of our named executive officers participates in or receives benefits under any of our defined benefit pension plans.
The defined contribution section of the scheme is not open to new members. As of December 31, 2021, there were 109 active participants in the defined contribution part of the scheme. Employee contributions are between 2.25% and 4% of the employee’s basic salary, and employer contributions are between 5.75% and 10.4% of basic salary. Employees can elect to contribute more than 4% of their basic salary, although the employer contribution does not increase beyond 10.4%. Contributions to the pension scheme are made by way of salary deduction. Certain members of the scheme also have a death in service and income protection benefit.
Potential Payments Upon a Termination or Change in Control
Messrs. Abbott and Crawley are each party to an amendment with GBT UK to their current employment agreement (collectively, the “severance amendments”), which provide, in each case, for certain severance payments and benefits if the executive’s employment is terminated by GBTG without cause or due to the executive’s disability (and not due to death) or if the executive resigns employment for good reason (in either case, a “qualifying termination”). If such named executive officer experiences a qualifying termination occurring outside of the period beginning 60 days prior to and ending eighteen months after a “change in control” (as such term is defined in the 2022 Plan), then the executive will be entitled to receive (i) one times the executive’s base salary, to be paid in equal installments over the one year period following such qualifying termination, (ii) one times the executive’s annual target cash bonus, to be paid at the time such bonuses would be paid in the ordinary course and (iii) a pro-rata annual cash bonus for the year of termination based on (A) actual performance, for Paul Abbott, or (B) target performance, for Andrew Crawley, in the cases of each of (A) and (B), to be paid at the same time as such bonuses would be paid in the ordinary course and (iv) Company-provided health benefits assistance for up to twelve months following termination (collectively, the “Non-Change in Control Severance”). If such named executive officer experiences a qualifying termination (other than due to the executive’s disability) within the period beginning 60 days prior to and ending eighteen months after a change in control (which will not occur due to the Business Combination), then the named executive officer will be entitled to receive the Non-Change in Control Severance plus the following additional severance payments and benefits: (i) a lump sum cash payment equal to (A) one times the executive’s base salary and (B) one times the executive’s target bonus and (ii) in the case of Andrew Crawley, up to six additional

23
(8)

TABLE OF CONTENTS

monthsConsists of GBTG provided health benefits assistance (i.e., a total of up to eighteen months) or in the case of Paul Abbott, up to twelve additional months of GBTG provided health benefits assistance (i.e., a total of up to twenty-four months). All payments under the severance protection agreements and the severance amendmentsEarnout Shares that are subject to the named executive officer’s executionEarnout Criteria, of a general releasewhich 34,451 Earnout Shares (out of claims.the maximum possible number of Earnout Shares) are service-vested and 10,962 Earnout Shares will be eligible to vest 50% on October 1st of each year from 2023 through 2024, generally subject to continued service through the applicable vesting date.
On December 9, 2022, GBT US entered into an Employment Transition and​
(9)
Pursuant to his Separation Agreement, (the “Separation Agreement”) with Michael Qualantone. The Separation Agreement supersedes Mr. Qualantone’s Severance Protection Agreement with GBT US, dated November 29, 2021, and provides for certain severance payments and benefits to Mr. Qualantone uponwill be eligible to continue to vest in his long-term incentive awards based on their original schedules (with Options exercisable for the terminationremainder of his employment on June 30, 2023 or an earlier termination of his employment. Providedtheir terms), provided that Mr. Qualantonehe continues to be employed by GBT US in good standing until June 30, 2023, or if earlier, the date of his termination of employment by GBT US without cause or due to his death, death.
​
(10)
Consists of Options that vest 20% on April 1st of each year from 2019 through 2023, generally subject to continued service through the applicable vesting date.
​
(11)
Consists of fully vested Options.
​
(12)
Consists of Earnout Shares that are subject to the Earnout Criteria, of which 35,077 Earnout Shares (out of the maximum possible number of Earnout Shares) are service-vested, 15,659 Earnout Shares will be eligible to vest on April 1, 2023 and 18,165 Earnout Shares will be eligible to vest 50% on October 1st of each year from 2023 through 2024, generally subject to continued service through the applicable vesting date.
​
(13)
Consists of fully vested Options.
​
(14)
Consists of Earnout Shares that are subject to the Earnout Criteria, of which all such Earnout Shares are service-vested.
​
OPTION EXERCISES AND STOCK VESTED TABLE
As of December 31, 2022, no Options were exercised by our NEOs, and no RSUs or other stock-based awards had vested.
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL
The table below reflects the severance and other benefits that may become payable to our NEOs in connection with certain terminations of employment, assuming in each case that the applicable triggering event(s) occurred on December 31, 2022. None of our NEOs are entitled to receive any payments or benefits automatically triggered by a change in control (i.e., no “single-trigger” payments or benefits). For purposes of this disclosure, “involuntary termination” means a termination of employment of an NEO by the Company or its subsidiary without cause or a resignation by an NEO for good reason. Amounts that would be paid in British pounds sterling to Mr. Abbott, Ms. Gerow and Mr. Crawley in respect of salary, bonuses and the value of health benefits have been converted to United States dollars at an annual average exchange rate (based on monthly averages) equal to $1.24 per £1.00 for 2022 (in each case, rounded to the nearest cent).

41
TABLE OF CONTENTS

Name​​Benefit​​Involuntary
Termination
Not in Connection
with a Change in
Control
($)		​​Involuntary
Termination
in Connection
with a Change in
Control
($)		​​Death
($)		​​Disability
($)		​
Paul Abbott​​Base Salary​​​​1,240,000(1)​​​​​2,480,000(2)​​​​​—​​​​​1,240,000(1)​​
​​​Bonus​​​​6,110,900(3)​​​​​8,590,900(4)​​​​​—​​​​​6,110,900(3)​​
​​​Equity​​​​—​​​​​—​​​​​—​​​​​—​​
​​​
Options(5)
​​​​—​​​​​—​​​​​—​​​​​—​​
​​​
RSUs(6)
​​​​—​​​​​—​​​​​—​​​​​—​​
​​​Health Benefits​​​​27,636(7)​​​​​55,272(8)​​​​​—​​​​​27,636(8)​​
​​​Total​​​​7,378,536​​​​​11,126,172​​​​​—​​​​​7,378,536​​
Martine Gerow(9)​​Base Salary​​​​596,998(1)​​​​​1,193,996(2)​​​​​—​​​​​596,998(1)​​
​​​Bonus​​​​1,193,996(10)​​​​​1,790,994(11)​​​​​—​​​​​1,193,996(10)​​
​​​Equity​​​​—​​​​​—​​​​​—​​​​​—​​
​​​
Options(5)
​​​​—​​​​​—​​​​​—​​​​​—​​
​​​
RSUs(6)
​​​​48,796(12)​​​​​146,381(13)​​​​​146,381(13)​​​​​48,796(12)​​
​​​Health Benefits​​​​8,700(8)​​​​​13,050(15)​​​​​—​​​​​8,700(8)​​
​​​Total​​​​1,848,490​​​​​3,144,421​​​​​146,381​​​​​1,848,490​​
Andrew Crawley​​Base Salary​​​​806,000(1)​​​​​1,612,000(2)​​​​​—​​​​​806,000(1)​​
​​​Bonus​​​​1,612,000(10)​​​​​2,418,000(11)​​​​​—​​​​​1,612,000(10)​​
​​​Equity​​​​—​​​​​—​​​​​—​​​​​—​​
​​​
Options(5)
​​​​—​​​​​—​​​​​—​​​​​—​​
​​​
RSUs(6)
​​​​—​​​​​—​​​​​—​​​​​—​​
​​​Health Benefits​​​​8,700(8)​​​​​13,050(15)​​​​​—​​​​​8,700(8)​​
​​​Total​​​​2,426,700​​​​​4,043,050​​​​​—​​​​​2,426,700​​
Michael Qualantone(16)
​​—​​​​—​​​​​—​​​​​—​​​​​—​​
Eric J. Bock​​Base Salary​​​​650,000(1)​​​​​1,300,000(2)​​​​​—​​​​​650,000(1)​​
​​​Bonus​​​​1,625,000(3)​​​​​2,275,000(4)​​​​​—​​​​​1,625,000(3)​​
​​​Equity​​​​—​​​​​—​​​​​—​​​​​—​​
​​​
Options(5)
​​​​—​​​​​—​​​​​—​​​​​—​​
​​​
RSUs(6)
​​​​—​​​​​—​​​​​—​​​​​—​​
​​​Health Benefits​​​​23,040(17)​​​​​34,560(18)​​​​​—​​​​​23,040(17)​​
​​​Total​​​​2,298,040​​​​​3,609,560​​​​​—​​​​​2,298,040​​
​
(1)
Represents 12 months of continued base salary.
​
(2)
Represents 12 months of continued base salary plus 12 months of base salary paid in a lump sum.
​
(3)
Represents an amount equal to the target annual bonus plus a pro-rata annual bonus based on actual performance.
​
(4)
Represents an amount equal to two times the target annual bonus plus a pro-rata annual bonus based on actual performance.
​
(5)
Although portions of outstanding Options would have vested under certain circumstances of termination of employment, all outstanding and unvested Options held by our NEOs were underwater as of December 31, 2022, based on the closing stock price of our Class A Common Stock of $6.75 on December 30, 2022 (the last trading day in fiscal year 2022) and therefore the Options are reflect in this table as having zero value.
​

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(6)
RSUs granted in connection with conversion of the performance-based portion of the 2020 and 2021 Executive LTIP awards do not contain any provisions for the acceleration of vesting upon a termination of employment. Ms. Gerow’s supplemental RSUs granted on August 12, 2022 (and that do not relate to the RSUs granted in respect of the conversion of her Executive LTIP awards) contain certain termination protections with the amounts reflected in this table based on the closing stock price of our Class A Common Stock of $6.75 on December 30, 2022 (the last trading day in fiscal year 2022).
​
(7)
Represents an amount equal to the cost to the Company of providing private medical expenses insurance for 12 months.
​
(8)
Represents an amount equal to the cost to the Company of providing private medical expenses insurance for 24 months.
​
(9)
As of December 31, 2022, Ms. Gerow was the only NEO that met the age and service requirements for “retirement” under the Company equity awards, however, Ms. Gerow did not meet the other requirement for retirement at such time, which include one year written notice. If Ms. Gerow had been eligible to retire on December 31, 2022 and had in fact retired, her RSUs that would have vested upon retirement would have a value equal to $48,796.
​
(10)
Represents an amount equal to the target annual bonus plus a pro-rata target annual bonus.
​
(11)
Represents an amount equal to two times the target annual bonus plus a pro-rata target annual bonus.
​
(12)
Represents the value of 12 months of continued vesting following termination of employment for outstanding RSUs based on the closing stock price of our Class A Common Stock of $6.75 on December 30, 2022 (the last trading day in fiscal year 2022).
​
(13)
Represents the value of full vesting of all outstanding RSUs based on the closing stock price of our Class A Common Stock of $6.75 on December 30, 2022 (the last trading day in fiscal year 2022).
​
(14)
Represents the value of outstanding RSUs that would vest on the first scheduled vesting date following a termination of employment based on the closing stock price of our Class A Common Stock of $6.75 on December 30, 2022 (the last trading day in fiscal year 2022).
​
(15)
Represents an amount equal to the cost to the Company of providing private medical expenses insurance for 18 months.
​
(16)
Mr. Qualantone will separate fromis entitled to the following severance payments and benefits in connection with his Separation Agreement, as described below under “— Separation Agreement with Michael Qualantone”, with the value of RSUs based on the closing stock price of our Class A Common Stock of $6.75 on December 30, 2022 (the last trading day in fiscal year 2022): $1,625,000 in respect of cash severance, $1,500,000 in respect of continued vesting of cash awards under the Executive LTIPs, $2,879,307 in respect of the value of continued vesting of all outstanding RSUs and $34,560 in respect of continued health care coverage at active employee rates.
​
(17)
Represents the cost to the Company of providing health care continuation for 12 months at active employee rates.
​
(18)
Represents the cost to the Company of providing health care continuation for 18 months at active employee rates.
​
Employment Agreements; Severance Protection Agreements
GBT UK has entered into addenda to the employment agreements with Mr. Abbott, Ms. Gerow and Mr. Crawley (the “Severance Amendments”) and GBT US has entered into a severance protection agreement with Mr. Bock (the “Severance Protection Agreement”), in each case that became effective on the first date that our stock became publicly traded. The Severance Amendments and the Severance Protection Agreement provide that upon a termination of the executive’s employment by GBT UK or GBT US, as applicable, without cause, a resignation by the executive for good reason or due to disability (in each case, other than in connection with a change in control), the executive would receive continued base salary for one year, an amount equal to the target annual bonus for the year of termination, a pro-rated annual bonus for the year of termination based on actual performance for Mr. Abbott and Mr. Bock and based on target performance for Ms. Gerow and Mr. Crawley and health benefits for up to 12 months after termination.
Upon a termination of employment by GBT UK or GBT US, as applicable, without cause or a resignation by the executive for good reason, in each case, occurring during the period beginning 60 days

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prior to and ending 18 months after a change in control of GBTG (except for a resignation for good reason by Mr. Bock, which period begins on the date of the change in control), in addition to the benefits above, then the executive would receive an additional amount equal to the sum of one times’ base salary plus the target annual bonus, payable in a lump sum, and health benefits for an additional 6 months (12 months for Mr. Abbott). Severance benefits under the Severance Amendments and the Severance Protection Agreement are subject to execution and effectiveness of a separation agreement, including a release of claims.
Separation Agreement with Michael Qualantone
On December 9, 2022, GBT US entered into the Separation Agreement with Michael Qualantone, which supersedes Mr. Qualantone’s Severance Protection Agreement with GBT US, dated November 29, 2021. The Separation Agreement provides that if Mr. Qualantone continues employment with GBT US anduntil June 30, 2023, or if earlier, until the date his employment is terminated by GBT US without cause or due to death, then he will receive subject to execution of a release of claims and compliance with the terms of the Separation Agreement: amountsan amount equal to continued base salary for two years, eighteen18 months of continued health care coverage at active employee rates, a 2023 bonus for 2023 equal to $325,000 (paid in 2024 when 2023 bonuses are paid)2024) and continued vesting of his long-term incentive awards, based on their original schedules (with options exercisable for the remaindersubject to execution of their terms). The Separation Agreement also provides thata release of claims. Mr. Qualantone willwas also permitted to exchange his Legacy Options (as defined below) for RSUs in the Exchange Offer with a value of $6 million which RSUs continue to be eligible to participate in any tender offer launched by GBTG within 90 days after the effective date of the Separation Agreement, including the Tender Offer, with respect to their stock options granted prior to December 2, 2021. If Mr. Qualantone participates in any such tender offer, he would receive a number of restricted stock units equal to the quotient of (A) $6,000,000, less the intrinsic value of any in-the-money Legacy Options as of the expiration of the Tender Offer divided by (B) the greater of the closing price of GBTG’s Class A Common Stock on the closing date of the tender offer or $5.00. The new restricted stock units would be eligible for continued vesting fifty percent on each of the first two anniversaries of the grant date,vest following his separation provided that Mr. Qualantonehe complies with certain non-competitionrestrictive covenants, including two-year post-termination noncompetition and non-solicitation of customers and employees restrictionsrestrictions. During his 34 years of service with the Company and its affiliates, Mr. Qualantone successfully led the Company’s Supplier Relations function which is a key area within the organization and critical to our value proposition and growth. Mr. Qualantone participated in the JerseyCo MIP which, from 2014 to 2022, did not deliver any liquidity. Upon the consummation of the Business Combination, the stock options granted under the JerseyCo MIP were converted into Options of GBTG, as described in more detail above under the section “Compensation Discussion & Analysis — Equity Compensation”. Given Mr. Qualantone’s tenure, significant contribution to the Company and inability to realize liquidity with respect to his long-term incentive compensation, the Compensation Committee decided to extend his vesting eligibility through his severance period under the Separation Agreement.
Treatment of Equity Awards
The following describes the treatment of outstanding Options and RSUs held by our NEOs (other than Mr. Qualantone), as of December 31, 2022, in connection with a termination of employment or a change in control of the Company or its subsidiaries. Details on the termination treatment of Mr. Qualantone’s equity awards are described in the section above, “— Separation Agreement with Michael Qualantone”.
For purposes of the following disclosure, “severance period” refers to the period in which an NEO is entitled to receive continued base salary under any employment or severance agreement with the Company or its subsidiaries as a result of an involuntary termination of employment (or if the base salary is paid in a lump sum, the number of months of base salary that the lump sum represents). All equity awards held by NEOs as of December 31, 2022 are subject to continuing compliance by the holder with certain restrictive covenants following any termination of employment, including one-year post-termination noncompetition and non-solicitation of customers, vendors and employees restrictions.
Legacy Options
Certain of our NEOs were granted stock options prior to December 2, 2021 (“Legacy Options”). Upon an NEO’s involuntary termination, other than in connection with a change in control, Legacy Options will continue to vest for twosix months following termination of employment and will be exercisable until the earlier of 90 days after the applicable vesting date and the end of the term. Upon a termination of an NEO’s employment due to death or disability, Legacy Options continue to vest for 12 months following such termination of employment and will be exercisable until the earlier of 12 months after the applicable vesting date and the end of the term. In the event that an NEO experiences an involuntary termination within one year after a change in control, Legacy Options will immediately vest in full and remain exercisable for the remainder of the term.

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BCA Options
Each of our NEOs was granted stock options on December 2, 2021 (“BCA Options”). Upon an NEO’s involuntary termination, other than in connection with a change in control, BCA Options that are scheduled to vest during the severance period will continue to vest during that severance period. Upon the termination of an NEO’s employment due to death, BCA Options will immediately vest. Upon a termination of an NEO’s employment due to disability or retirement, the next tranche of BCA Options scheduled to vest following such termination of employment will vest on the scheduled vesting date. In each case, BCA Options will remain exercisable until the earlier of (a) the later of November 27, 2023 or the first anniversary of the termination date and (b) the end of the term of the applicable BCA Option. In the event that an NEO experiences a termination of employment by the Company or any of its subsidiaries without cause during the period beginning 60 days prior to and ending 18 months after a change in control, or a termination due to death or disability or resignation for good reason occurring during the 18 month period after a change in control, then the BCA Options will immediately vest in full and be exercisable until the earlier of the first anniversary of termination or the end of the term.
Restricted Stock Units
Upon an NEO’s involuntary termination, other than in connection with a change in control, RSUs that are scheduled to vest during the severance period will continue to vest in accordance with the original schedule. Upon a termination of an NEO’s employment due to death, RSUs will immediately vest and be settled. Upon a termination of an NEO’s employment due to disability, the next tranche of RSUs scheduled to vest will continue to vest and be settled on the original schedule. Upon a termination of an NEO’s employment due to retirement, the RSUs that are next scheduled to vest on the ordinary schedule will continue to vest pro-rata based on the number of months (rounded up) served during the then-current 12-month vesting cycle and be settled on the original schedule.
In the event that an NEO experiences an involuntary termination within 60 days prior to a change in control, RSUs will continue to vest and be settled on their original schedule. If an NEO experiences an involuntary termination within 18 months after a change in control, RSUs will immediately vest and be settled. If an NEO terminates employment due to disability or retirement following a change in control that satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(v) (a “409A change in control”), RSUs will immediately vest and be settled. RSUs are settled within 30 days following the applicable vesting date, except for RSUs settled in connection with qualifying terminations that occur following a 409A change in control, which are settled within 10 days following the termination date.
PAY VERSUS PERFORMANCE
The following table sets forth a comparison of compensation reported in the Summary Compensation Table (“SCT”) to compensation actually paid to our Principal Executive Officer (“PEO”) and other non-PEO NEOs. The table also sets forth information on Company performance. The calculations and analysis set forth below are in accordance with the requirements of Item 402(v) of Regulation S-K and do not reflect the Company’s approach to aligning pay with performance. For more information on the Company’s pay practices, please see the CD&A, above. Amounts that would be paid in British pound sterling to Mr. Abbott, Ms. Gerow and Mr. Crawley have been converted to United States dollars for purposes of this disclosure. Salary and all other compensation have been converted at an annual average exchange rate (based on monthly averages) equal to $1.24 per £1.00 for 2022 (in each case, rounded to the nearest cent) and bonuses and non-equity incentive plan compensation have been converted at the rate in effect on the date of payments as set forth in the notes to the Summary Compensation Table.
Year​​
SCT Total
for PEO
($)(1)
​​
Compensation
Actually Paid
to PEO
($)(2)
​​
Average SCT
Total for non-
PEO NEOs
($)(3)
​​
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)(4)
​​Value of Initial Fixed $100
Investment Based On:		​​
Net Income/​
(Loss)
($mm)
​​
Adjusted
EBITDA
Growth
($mm)(6)
​
​
Total
Shareholder
Return
($)(5)
​​
Peer Total
Shareholder
Return
($)(5)
​
2022​​​​12,969,199​​​​​7,548,541​​​​​7,175,154​​​​​3,946,604​​​​​81​​​​​89​​​​​(229)​​​​​567​​

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​
(1)
The amount from the “Total” column of the Summary Compensation Table for our PEO.
​
(2)
The following table sets forth a reconciliation from the SCT to amounts actually paid to our PEO.
​
​​​​​​​​​​​​​​​Equity Addition to SCT Total​​​​​​​
Year​​SCT Total
($)		​​
Less Equity
Deduction From
SCT Total
($)(7)
​​
Value of
Current Year
Equity Awards
at 12/31
($)(8)
​​
Change in
Value of
Unvested Prior
Year Awards
at 12/31
($)(9)
​​
Change in Value
of Prior Year
Awards That
Vested In Current
Year
($)(10)
​​
Total Equity
Addition/​
Deduction to SCT
Total
($)
​​
Total
Compensation
Actually Paid
($)(11)
​
2022​​​​12,969,199​​​​​(6,000,000)​​​​​5,273,438​​​​​(2,605,620)​​​​​(2,088,475)​​​​​579,342​​​​​7,548,541​​
​
(3)
The average amounts from the “Total” column of the Summary Compensation Table for the Company’s non-PEO NEOs.
​
(4)
The following table sets forth a reconciliation from the SCT to the average amounts actually paid to our non-PEO NEOs.
​
​​​​​​​​​​​​​​​
Equity Addition to SCT Total(12)
​​​​​​​
Year​​SCT Total
($)		​​
Less Equity
Deduction From
SCT Total
($)(13)
​​
Value of
Current Year
Equity Awards
at 12/31
($)(8)
​​
Change in
Value of
Unvested Prior
Year Awards
at 12/31
($)(9)
​​
Change in Value
of Prior Year
Awards That
Vested In Current
Year
($)(10)
​​
Total Equity
Addition/​
Deduction to SCT
Total
($)
​​
Total
Compensation
Actually Paid
($)(11)
​
2022​​​​7,175,154​​​​​(4,455,667)​​​​​2,914,422​​​​​(1,067,523)​​​​​(619,782)​​​​​1,227,117​​​​​3,946,604​​
​
(5)
Shareholder returns reflect $100 invested as of market close on May 31, 2022, the first trading day of GBTG Class A Common Stock. The Peer Total Shareholder Return is based on the S&P Software & Services Select Industry Index. which is used for purposes of the GBTG Form 10-K performance graph.
​
(6)
Company-selected measure of Adjusted EBITDA Growth as used for our AIA Plan awards in 2022 and as discussed under the section “Compensation Discussion & Analysis — Annual Incentive Compensation”, above.
​
(7)
Represents the grant date fair value of equity-based awards made during the applicable fiscal year.
​
(8)
Represents the year-end fair value of equity awards that were made during the fiscal year (no grants made during fiscal year 2022 vested during fiscal year 2022).
​
(9)
Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years after separation,that were still unvested as of year-end.
​
(10)
Represents the change in fair value during the 2022 fiscal year of equity-based awards granted in prior fiscal years that vested during the current fiscal year. All such awards consist of Options granted during fiscal years 2017, 2018, 2019, and 2021.
​
(8) – (10)
In conjunction with our becoming a publicly traded company, our NEOs received grants of time-based RSUs on August 12, 2022, based on the closing price of our Class A Common Stock on August 11, 2022. As discussed in the CD&A, most of these RSU grants were made to replace outstanding cash-based long-term incentive awards (LTI) that had been granted in previous fiscal years.
​
In addition, as part of the Business Combination, certain of our NEOs received an allocation of Earnout Shares some of which will not be fully service-vested until 2025. Fifty percent of the Earnout Shares will convert into Class A Common Stock upon the VWAP of a share of Class A Common Stock exceeding $12.50 for any twenty trading days within any thirty-day trading period within five years following the closing of the Business Combination. The remaining fifty percent of the Earnout Shares will convert into Class A Common Stock upon the VWAP of

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a share of Class A Common Stock exceeding $15.00 for any twenty trading days within any thirty-day trading period within five years following the closing of the Business Combination. The fair value at grant and at year-end 2022 of such Earnout Shares, along with the valuation methodology and related assumptions used, can be found in Note 21 to non-disparagementour consolidated financial statements included in our 2022 Annual Report.
Prior to 2022, all incentive equity grants made to our NEOs consisted of stock option grants. Fair values at time of grant, at year-end 2021 and confidentiality obligations.2022, and on vesting dates for awards that vested during 2022 were all determined by an independent third-party valuation firm or by reference to our share price. The table below summarizes the option fair values and related assumptions used to calculate NEO Compensation Actually Paid for fiscal year 2022.
Valuation Purpose for
Pay Versus
Performance		​​GBTG
Stock
Price
Range		​​GBTG
Option
Exercise
Price Range		​​Expected
Term Range
(years)		​​Stock
Price
Volatility
Range		​​Risk-free
Rate Range		​​Dividend
Yield		​​Option
Fair Value
Range		​
Year-end 2021​​$9.48​​$6.72 – $14.58​​2.75 – 5.92​​35% – 45%​​0.91% – 1.34%​​0%​​$1.76 – $4.06​
2022 Vesting​​$5.28 – $8.19​​$6.72 – $14.58​​2.45 – 5.00​​40% – 50%​​2.61% – 4.17%​​0%​​$0.70 – $3.11​
Year-end 2022​​$6.75​​$7.23 – $14.58​​2.63 – 4.94​​40% – 45%​​4.00% – 4.29%​​0%​​$1.03 – $2.03​
As GBTG’s stock was not publicly traded until May 31, 2022, the year-end 2021 GBTG stock price was determined by Stout Risius Ross, LLC (“Stout”), an independent third-party valuation firm. To determine a stock price of $8.19, used in the valuation for options that vested on April 1, 2022, Stout used a straight-line interpolation between the year-end 2021 stock price and GBTG’s stock price of $7.39 at the time of the closing of the Business Combination. All stock prices and Option exercise prices have been adjusted to reflect the Business Combination.
Non-Employee DirectorThe table below lists all of the relevant dates and stock prices used in making Compensation Actually Paid calculations for fiscal year 2022.
Date​​GBTG
Stock
Price		​​Comment​
December 31, 2021​​​$9.48​​​Year-end 2021 appraised value​
April 1, 2022​​​$8.19​​​Vesting date for options with an exercise price of $7.23​
May 27, 2022​​​$7.39​​​Closing of the Business Combination and grant of Earnout Shares​
May 31, 2022​​​$8.37​​​First day of public trading of GBTG Class A Common Stock​
July 1, 2022​​​$5.16​​​Vesting date for options with an exercise price of $6.72​
August 11, 2022​​​$7.68​​​Closing price used to determine RSU grants on August 12, 2022​
October 1, 2022​​​$5.66​​​Vesting date for options with an exercise price of $14.58​
December 2, 2022​​​$5.28​​​Vesting date for options with an exercise price of $10.03​
December 30, 2022​​​$6.75​​​Closing price for the final trading day in 2022​
​
(11)
SCT total, less SCT equity grant fair value, plus year-end fair value of equity awards made during the year, plus the change in fair value during the year of equity awards that remained unvested as of year-end, plus the change in fair value of equity awards that vested during the year.
​
(12)
Amounts in this table take into account the incremental fair value as a result of the modifications to Mr. Qualantone’s RSUs and Options in 2022 in connection with his Separation Agreement, as further described in the section entitled “— Separation Agreement with Michael Qualantone”.
​
(13)
Represents the grant date fair value of equity-based awards made during the applicable fiscal year and takes into account the incremental fair value as a result of the modifications to Mr. Qualantone’s RSUs and Options in 2022 in connection with his Separation Agreement, as further described in the section entitled “— Separation Agreement with Michael Qualantone”.
​
List of Most Important Financial Measures
The table below sets forth the financial performance measures that we considered to be the most important in how compensation actually paid was linked to company performance during 2022. As

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discussed under the section “Compensation Discussion & Analysis — Annual Incentive Compensation”, above, the AIA Plan uses Adjusted EBITDA as the primary financial metric. As discussed in the Management Discussion & Analysis section of our 2022 Annual Report, Revenue and Free Cash Flow are among the Key Financial Metrics used in evaluating our overall business performance. Revenue is a primary driver of our Adjusted EBITDA results, and our Adjusted EBITDA results are a primary driver of our Free Cash Flow results.
Key Financial Measures
Adjusted EBITDA
Revenue
Free Cash Flow
Analysis of the Relationship Between Pay and Performance
Compensation Actually Paid and Cumulative Total Shareholder Return (TSR)
[MISSING IMAGE: bc_compensation-4c.jpg]

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Compensation Actually Paid and Net Income (Loss)
[MISSING IMAGE: bc_netincome-4c.jpg]
Compensation Actually Paid and Adjusted EBITDA Growth
[MISSING IMAGE: bc_growth-4c.jpg]

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NON-EMPLOYEE DIRECTOR COMPENSATION
Effective May 27, 2022, we adopted the Non-Employee Director Compensation Policy (the “Director Compensation Policy”). Under our Director Compensation Policy, we pay retainers to our independent directors in an equala mix of cash and equity.equity-based awards. The cash retainers and additional meeting fees are paid quarterly in arrears, and the equity is awarded as RSUs under the 2022 Plan that are granted each year on the date of the annual meeting of GBTG’sthe Company’s stockholders, with the initial grants made on the date the Form S-8 was first effective. RSUs vest on the one-year anniversarydate of theirthe next annual meeting of the Company’s stockholders following the grant date, with pro-rated vesting from the date of appointment through the date of the next annual meeting of GBTG’sthe Company’s stockholders for independent directors elected or appointed to serve on the Boardour board of Directorsdirectors for a partial term.term, in each case, subject to continued service on our board of directors. In addition, we pay a meeting fee premium for each committee meeting attended above (A) eight meetings, with respect to our audit committeeAudit and Finance Committee and our Compensation Committee or (B) five meetings, with respect to our nominatingNominating and corporate governance committeeCorporate Governance Committee and our riskRisk and compliance committee.Compliance Committee.
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Our Director Compensation Policy provides for the annual payments and meeting fee premiums to independent directors described in the table below:
​​
Cash ($)
​
Meeting
Fee
Premium
($)
​
Restricted
Stock Unit
Awards
($)
​​Cash
Retainer
($)		​Meeting
Fee
Premium
($)		​Restricted
Stock Unit
Awards
($)		​
Board
​
 
​
 
​
 
​​​​​​​​​​​​​​​​
Chair
​
485,000
​
—
​
160,000
​​​485,000​​​​—​​​​160,000​​
Other Directors
​
85,000
​
—
​
160,000
​​​85,000​​​​—​​​​160,000​​
Audit Committee
​
 
​
 
​
 
Audit and Finance Committee​​​​​​​​​​​​​​​​
Chair
​
15,000
​
2,000
​
—
​​​15,000​​​​2,000​​​​—​​
Other Members
​
15,000
​
2,000
​
—
​​​15,000​​​​2,000​​​​—​​
Compensation Committee
​
 
​
 
​
 
​​​​​​​​​​​​​​​​
Chair
​
15,000
​
2,000
​
—
​​​15,000​​​​2,000​​​​—​​
Other Members
​
10,000
​
2,000
​
—
​​​10,000​​​​2,000​​​​—​​
Nominating and Corporate Governance Committee
​
 
​
 
​
 
​​​​​​​​​​​​​​​​
Chair
​
10,000
​
2,000
​
—
​​​10,000​​​​2,000​​​​—​​
Other Members
​
10,000
​
2,000
​
—
​​​10,000​​​​2,000​​​​—​​
Risk and Compliance Committee
​
 
​
 
​
 
Risk Management and Compliance Committee​​​​​​​​​​​​​​​​
Chair
​
10,000
​
2,000
​
—
​​​10,000​​​​2,000​​​​—​​
Other Members
​
10,000
​
2,000
​
—
​​​10,000​​​​2,000​​​​—​​
We only pay retainers to directors who are not employees of GBTGthe Company or any of its subsidiaries. All members of our Boardboard of Directors,directors, including directors who are not independent, are reimbursed for their travel costs and expenses incurred in connection with attending board and committee meetings and related Company business.
Director Compensation Table
The following table sets forth in summary form information concerning the compensation that we paid or awarded to our non-executive directors during the fiscal year ended December 31, 2021,2022. This table includes individuals who, prior to our adoptionthe closing of the Director Compensation Policy.
Name
​​
Fees Earned
or Paid in
Cash ($)(1)
​​
Total
($)
Ugo Arzani
​​
180,000
​​
180,000
James P. Bush(2)
​​
180,000
​​
180,000
Philippe Chereque(3)
​​
226,060
​​
226,060
Marc D. Gordon(4)
​​
—
​​
—
Eric Hart(5)
​​
8,152
​​
8,152
Raymond Donald Joabar(4)
​​
—
​​
—
Glenda McNeal(4)
​​
—
​​
—
Greg O’Hara(6)
​​
630,000
​​
630,000
Richard Petrino(4)
​​
—
​​
—
Mohammed Saif S.S. Al-Sowaidi
​​
180,000
​​
180,000
Susan Ward(7)
​​
72,826
​​
72,826
Julia Wittlin(8)
​​
180,000
​​
180,000
(1)
These amounts represent fees paid to non-employee directors for board and committee meetings and reflect a 20% reduction in fees from January 1, 2021 through June 30, 2021 in order to align with the reductions in named executive officer annual base salaries due to the effects of COVID-19 on our performance and the travel industry as a whole. Prior to such reductions, non-employee directors were each eligible to receive a $200,000 annual cash retainer and an additional $500,000 annual cash retainer for the chairman of the GBT Board.
(2)
Mr. Bush’s fees were paid directly to Spyglass Unlimited, LLC, an entity partially owned by Mr. Bush.
(3)
Mr. Chereque received prorated fees for his service on the GBT Board in 2020 based on his appointment date of September 10, 2020, paid in June 2021 along with payment of fees for 2021 and which are reflected in this row.
Business Combination, were directors of GBT or were directors of GBTG following the closing of the Business Combination.
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(4)
Mr. Gordon, Mr. Joabar, Ms. McNeal, and Mr. Petrino did not receive any fees in 2021 for service on the GBT Board and committees thereof, however we paid $720,000 in the aggregate to American Express Travel Holdings Netherlands Coöperatief U.A. on behalf of each director’s service in 2021.
(5)
Mr. Hart’s fees were pro-rated for his appointment date of December 17, 2021 and paid to Expedia, Inc. in respect of his service.
(6)
Mr. O’Hara’s fees were paid directly to Clementine Investments LLC, an entity controlled by Mr. O’Hara.
(7)
Ms. Ward’s fees were pro-rated for her appointment date of September 21, 2021.
(8)
Ms. Wittlin did not receive any fees in 2021 for service on the GBT Board and its committees, however, in respect of her service we paid $180,000 to BlackRock Investment Management, LLC. Ms. Wittlin ceased serving on the GBT Board effective as of December 15, 2021.

Name​​Fees
Earned
or Paid in
Cash
($)		​​Stock
Awards
($)		​​Total
($)		​
Mohammed Saif S.S. Al-Sowaidi​​​​146,651​​​​​160,000​​​​​306,651​​
Ugo Arzani(1)​​​​81,233​​​​​—​​​​​81,233​​
James P. Bush(2)​​​​169,151​​​​​160,000​​​​​329,151​​
Philippe Chérèque(1)​​​​81,233​​​​​—​​​​​81,233​​
Marc D. Gordon(1)(5)​​​​81,233​​​​​—​​​​​81,233​​
Gloria Guevara(3)​​​​63,274​​​​​160,000​​​​​223,274​​
Eric Hart(4)​​​​131,651​​​​​160,000​​​​​291,651​​
Raymond Donald Joabar(5)​​​​139,151​​​​​160,000​​​​​299,151​​
Glenda McNeal(1)(5)​​​​81,233​​​​​—​​​​​81,233​​
Michael Gregory O’Hara(6)​​​​594,493​​​​​160,000​​​​​754,493​​
Richard Petrino(5)​​​​139,151​​​​​160,000​​​​​329,151​​
Itai Wallach(7)​​​​55,774​​​​​—​​​​​55,774​​
Susan Ward​​​​161,651​​​​​160,000​​​​​321,651​​
Kathleen Winters(8)​​​​82,024​​​​​160,000​​​​​242,024​​
​
(1)
Messrs. Arzani, Chérèque and Gordon and Ms. McNeal each resigned from the GBT board of directors effective May 27, 2022.
​
(2)
Mr. Bush’s fees were paid directly to Spyglass Unlimited, LLC, an entity partially owned by Mr. Bush.
​
(3)
Ms. Guevara’s fees were paid directly to Guevara Manzo Corp., an entity controlled by Ms. Guevara.
​
(4)
Mr. Hart’s fees were paid to Expedia, Inc. in respect of his service for Q1, Q2 and Q3 2022 and thereafter fees were paid directly to Mr. Hart.
​
(5)
Messrs. Gordon, Joabar and Petrino’s and Ms. McNeal’s fees were paid to Amex HoldCo. on behalf of each director’s service on the GBT board of directors for the period prior to the Business Combination and thereafter fees were paid directly to Messrs. Joabar and Petrino.
​
(6)
Mr. O’Hara’s fees were paid directly to Clementine Investments LLC, an entity controlled by Mr. O’Hara.
​
(7)
Mr. Wallach’s fees were paid to Apollo Principal Holdings III L.P. in respect of his service.
​
(8)
Ms. Winters’ fees were paid directly to Winters Advisory Inc., an entity controlled by Ms. Winters.
​
APSG Officer and Director Compensation
Individuals that served as officers or directors of APSG prior to the closing of the Business Combination did not receive compensation for services rendered to APSG (but were reimbursed for certain business expenses and provided with office and administrative support) and no services were rendered to GBT by these individuals prior to the closing of the Business Combination.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee has ever been an executive officer or employee of ours. None of our executive officers currently serves or has served during the last completed fiscal year, on the compensation committee oras a member of the board of directors or as a member of a compensation committee of any other entitycompany that has one or morean executive officersofficer serving as a member of the Board of Directorsboard or the Compensation Committee. None of the individuals who served on the Compensation Committee during fiscal year 2022 and none of the current members of the Compensation Committee are current or former officers or employees of the Company. Additionally, none of the individuals who currently serve as members of the Compensation Committee or who served as members of the Compensation Committee during fiscal year 2022 has had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.

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Prohibitions Against Hedging and Pledging
As part of our insider trading policy, all directors, officers and employees of the Company are prohibited from engaging in hedging transactions (such as prepaid variable forward sales contracts, equity swaps, collars and exchange funds) involving our securities, holding our securities in a margin account or pledging our securities as collateral for a loan.

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PROPOSAL 3 — ADVISORY VOTE ON THE COMPENSATION OF OUR NEOS
In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote at the Annual Meeting to approve, on an advisory basis, the compensation of our NEOs as disclosed in this proxy statement.
As discussed in detail under the heading “Compensation Discussion & Analysis — Executive Compensation,” our executive compensation program is a vital tool to attract and retain top talent and ensure that our corporate goals are being met successfully and is designed to provide market competitive compensation and benefit levels that will attract, retain, motivate, and reward a talented team of executive officers; integrate pay with the Company’s annual and long-term performance goals; encourage behaviors that are in the best interests of our customers, stockholders and the goals of the organization, and reinforce our culture.
Our Bylawsexecutive compensation program is structured within a strong framework of compensation governance with a bias toward compensation that is dependent on long-term company performance and balanced to mitigate risks appropriately.
We are asking our stockholders to indicate their support for our NEO compensation as described in this proxy statement. Accordingly, we are asking our stockholders to vote on an advisory basis “FOR” the following non-binding resolution:
“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, compensation tables and narrative discussion, is hereby approved.”
Vote Required
The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to all compensation relating to the Company’s NEOs, as described in this proxy statement. The vote is advisory and is not binding on the Company, our board of directors or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, our board of directors or the Compensation Committee. However, our board of directors and the Compensation Committee value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions and policies regarding the Company’s executive officers.
The affirmative vote of a majority of the votes cast by the holders of all of the shares of common stock that are entitled to vote on the matter is required to approve the compensation of our NEOs.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NEOS.

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PROPOSAL 4 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NEOS
In accordance with SEC rules, we are seeking an advisory vote from our stockholders on how often we should hold an advisory vote to approve our NEO compensation. You may vote for every one, two, or three years, or you may abstain from voting.
After considering the benefits and consequences of each alternative, our board of directors recommends that the advisory vote on the compensation of our NEOs be submitted every three years. In formulating its recommendation, our board of directors considered that compensation decisions take into consideration historical performance and our long-term performance over multiple years and that a three-year advisory vote on the compensation of our NEOs will provide an opportunity to evaluate our consideration of the results of the prior vote thereby allowing stockholders to provide regular feedback on our compensation philosophy, policies and practices. Our first advisory vote to approve our NEO compensation will be included in the proxy statement and form of proxy relating to the annual meeting of stockholders to be held in 2023.
Vote Required
While our board of directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on an advisory basis, as to whether non-binding future stockholder advisory votes on the compensation of our NEOs should be held every year, two years or three years.
Our board of directors and our Compensation Committee value the opinions of our stockholders in this matter and, to the extent there is any significant vote in favor of one time period over another, will take into account the outcome of this vote when making future decisions regarding the frequency of holding future stockholder advisory votes on the compensation of our NEOs. However, because this is an advisory vote and therefore not binding on our board of directors or our company, our board of directors may decide that it is in the best interests of our stockholders that we hold an advisory vote on the compensation of our NEOs more or less frequently than the option preferred by our stockholders. The results of the vote will not be construed to create or imply any change or addition to the fiduciary duties of our board of directors.
The alternative among one year, two years or three years that receives the highest number of votes cast will be deemed to be the frequency preferred by our stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR “THREE YEARS” AS THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NEOS.

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EQUITY COMPENSATION PLAN INFORMATION
Plan Category​​
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights(1)
​​Weighted-average
exercise price of
outstanding options,
warrants and
rights		​​
Number of securities
remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))(2)
​
Equity compensation plans approved by security holders:​​​​47,686,422​​​​$7.66​​​​​47,650,535​​
Equity compensation plans not approved by
security holders:		​​​​—​​​​​—​​​​​—​​
Total​​​​47,686,422​​​​$7.66​​​​​47,650,535​​
​
(1)
The amount set forth in this column consists of 11,288,745 shares issuable upon settlement of RSUs granted under the 2022 Plan and 36,397,677 shares issuable upon exercise of Options granted under the MIP, in each case, as of December 31, 2022. RSUs are not reflected in the weighted exercise price in column (b) as these awards do not have an exercise price. These amounts do not include Earnout Shares which were not issued pursuant to an equity compensation plan but are subject to performance-based and service-based vesting conditions and are convertible one-for-one into Class A Common Stock when the performance-based conditions are satisfied.
​
(2)
The amount set forth in this column reflects 36,581,546 shares available for future issuance under the 2022 Plan and 11,068,989 shares available for future issuance under the ESPP, in each case, as of December 31, 2022. On January 1st of each year during which the ESPP is in effect, commencing on January 1, 2023, the number of shares available for purchase under the ESPP will be automatically increased by the lesser of (x) 11,068,989 shares, (y) 1% of the number of shares of all Class A Common Stock outstanding as of the immediately preceding December 31 (calculated on a fully diluted basis, including derivative securities of the Company that may become convertible for equity securities of the Company), and (z) such lesser number of shares as our board of directors may determine, in each case, subject to equitable adjustment to reflect certain corporate events.
​
As of December 31, 2022, equity securities have been authorized for issuance to employees, consultants and/or non-employee directors under the 2022 Plan, the MIP and the ESPP. As of December 31, 2022, although no further awards may be granted under the MIP, there remain outstanding Options under the MIP, which are reflected in Column (a) of the table. In 2022, no offering periods commenced under the ESPP.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below, were comparable to terms available or the amounts that we would pay or receive, as applicable, in arm’s-length transactions.
In addition to the director and executive officer compensation arrangements discussed above in the section entitled “Compensation Discussion & Analysis,” this section describes transactions, or series of related transactions, since January 1, 2022 to which we were a party or will be a party, in which:
•
the amount involved exceeded or will exceed $120,000; and
​
•
any of our directors, executive officers or beneficial owners of more than 5% of any class of our capital stock (each, a “5% Holder”), or any members of the immediate family of and any entity affiliated with any such person, had or will have a direct or indirect material interest.
​
Related Party Transactions
Tender and Support Agreement
On September 8, 2022, we entered into the Tender and Support Agreement with each of the persons listed on Schedule A and Schedule B thereto (the “Tender and Support Agreement”). Pursuant to the Tender and Support Agreement, the Sponsor, which held 100% of our outstanding Private Placement Warrants (as such term is defined in the Tender and Support Agreement), agreed to tender all of its Private Placement Warrants in the Exchange Offer (as such term is defined in the Tender and Support Agreement) and consent to the Warrant Amendment in the Solicitation (as such term is defined in the Tender and Support Agreement). We acquired and retired all outstanding Private Placement Warrants as part of the Exchange Offer, and no such warrants remained outstanding as of December 31, 2022.
Subscription and Distribution Agreements
At the closing of the Business Combination, we and GBT entered into a Class B Common Stock Subscription Agreement (the “GBTG Class B Common Stock Subscription Agreement”) and a Subscribed Ordinary Shares Subscription Agreement.
Pursuant to the GBTG Class B Common Stock Subscription Agreement, we issued and sold to GBT, and GBT subscribed for and purchased from us, a number of shares of Class B Common Stock equal to the total number of GBT B Ordinary Shares (non-voting redeemable shares of GBT, designated as “B Ordinary Shares” in the GBT amended and restated memorandum of association with a nominal value of €0.00001) issued in connection with the Business Combination Agreement, and GBT paid us the amount which equals the product of (a) $0.0001 per share and (b) the aggregate number of shares of Class B Common Stock subscribed for by GBT at the closing of the Business Combination in accordance with the Business Combination Agreement (the “GBT Subscription”).
Pursuant to the Subscribed Ordinary Shares Subscription Agreement, GBT issued and sold to us, and we subscribed for and purchased from GBT, (i) a number of shares of GBT A Ordinary Shares (voting redeemable shares of GBT, designated as “A Ordinary Shares” in the GBT amended and restated memorandum of association with a nominal value of €0.00001) equal to the number of shares of Class A common stock outstanding after giving effect to the transactions contemplated by the Business Combination (as such term is defined in the Business Combination Agreement) and the related transactions and (ii) a GBT Z Ordinary Share (non-voting non-redeemable shares of GBT, designated as the “Z Ordinary Share” in the GBT amended and restated memorandum of association with a nominal value of €0.00001), and we paid GBT the GBTG Subscribed Ordinary Shares Purchase Price (as such term is defined in the Business Combination Agreement).
In addition, the Continuing JerseyCo Owners entered into a Class B Common Stock Distribution Agreement pursuant to which, following the GBT Subscription, GBT distributed to the Continuing JerseyCo Owners, and each Continuing JerseyCo Owner accepted from GBT, the shares of Class B Common Stock that GBT acquired in connection with the GBTG Class B Common Stock Subscription Agreement,

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in partial consideration for the redemption and cancellation of the voting and non-voting ordinary shares of GBT held by the Continuing JerseyCo Owners.
Registration Rights Agreement
At the closing of the Business Combination, we entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”) with the Sponsor, members of our board of directors and management (the “Insiders”) and the Continuing JerseyCo Owners, pursuant to which, among other things, we agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of our Class A Common Stock and other equity securities that are held by the holders party to the Registration Rights Agreement from time to time. Pursuant to the Registration Rights Agreement, we filed a registration statement on Form S-1 registering the issuance and resale of certain shares of our Class A Common Stock and warrants.
The Sponsor and the Insiders may collectively demand not more than one underwritten shelf takedown per fiscal quarter and each Continuing JerseyCo Owner may demand not more than one underwritten shelf takedown per fiscal quarter, in each case, subject to certain customary limitations set forth in the Registration Rights Agreement, including the right of the underwriters to limit the number of securities to be included in an underwritten offering and our right to delay or withdraw a registration statement under certain circumstances. The holders party to the Registration Rights Agreement are also entitled to certain piggyback registration rights and indemnification rights.
Exchange Agreement
At the closing of the Business Combination, we entered into an exchange agreement (the “Exchange Agreement”) with GBT and the Continuing JerseyCo Owners, giving the Continuing JerseyCo Owners (or certain permitted transferees thereof) the right, on the terms and subject to the conditions thereof, to exchange their GBT B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Class B Common Stock) for shares of Class A Common Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions, or, in certain limited circumstances, at the option of the Exchange Committee designated in the Exchange Agreement, for cash (based on the dollar VWAP of Class A Common Stock for the five trading day period ending on the trading day immediately preceding the applicable exchange date).
In addition, to preserve the Up-C structure, the Exchange Agreement provides that we and GBT will take (or, in some cases, forbear from taking) various actions, as necessary to maintain a one-to-one ratio between the number of issued and outstanding (x) Class A Common Stock (and equivalents) and the GBT A Ordinary Shares and (y) Class B Common Stock and the GBT B Ordinary Shares. For example, if we issue or sell additional shares of Class A Common Stock, we will contribute the net proceeds of such issuance or sale to GBT, and GBT will issue to us an equal number of GBT A Ordinary Shares. Similarly, the Exchange Agreement provides neither we nor GBT may effect any subdivision or combination of any of its equity securities unless the other effects an identical subdivision or combination of the corresponding class of its equity securities. As the Continuing JerseyCo Owners (or certain permitted transferees thereof) exchange GBT B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Class B Common Stock) for shares of Class A Common Stock or cash, the number of GBT A Ordinary Shares held by us will be correspondingly increased, and a corresponding number of shares of Class B Common Stock will be cancelled.
We, acting through the Exchange Committee, may limit or restrict such exchanges if the Exchange Committee determines that such limitations or restrictions are necessary to avoid a violation of applicable law or GBT being classified as a “publicly traded partnership” taxable as a corporation for United States federal income tax purposes.
Shareholders Agreement
At the closing of the Business Combination, we, GBT and the Continuing JerseyCo Owners entered into a Shareholders Agreement. The Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of our or GBT’s equity securities by the parties thereto (other than, in

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most circumstances, the GBT A Ordinary Shares). Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits each Continuing JerseyCo Owner, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws or cause GBT to be treated other than as a pass-through entity for United States federal income tax purposes.
The Shareholders Agreement specifies the initial composition of our board of directors effective immediately upon the closing of the Business Combination. We agreed with each Continuing JerseyCo Owner (on a several basis), to take all necessary action within its control to cause the board of directors to have 11 directors, consisting of the Chief Executive Officer, two Amex HoldCo. nominees, two Juweel nominees, one Expedia nominee, one Sponsor nominee, and, for so long as the director designated by the Sponsor is serving on the board of directors, four independent nominees, nominated by the board of directors’ nominating and governance committee, and, following the conclusion of the Sponsor designee’s service on the board of directors, five such independent nominees. If Amex HoldCo. or Juweel ceases to own at least 15% of our issued shares, it will thereafter have the right (on a several basis) to nominate only one director, and if any Continuing JerseyCo Owner ceases to own at least 5% of our issued shares, it will thereafter have no right to nominate a director, except that Amex HoldCo. will continue to have the right (on a several basis) to nominate a director for so long as we are considered a controlled entity of any Amex Coop, Juweel or Expedia“controlled entity” under the Bank Holding Company Act of 1956 as amended, no person may serve as(the “BHC Act”).
The Shareholders Agreement also requires (subject to certain specified conditions and exceptions including those described below) the approval of each Continuing JerseyCo Owner for us or its subsidiaries to take certain actions, including:
•
Other than in accordance with the Certificate of Incorporation or pursuant to an issuer tender offer or share repurchase program that, in each case, was approved by the board of directors, the redemption, cancellation or repayment of any of our or GBT’s equity securities, other than on a directorpro rata basis from all shareholders;
​
•
Dividends or distributions, other than on a pro rata basis;
​
•
Other than in accordance with the Certificate of Incorporation, any share exchanges, splits, combinations and similar actions with respect to one or more, but not all, classes or series of GBTG or GBT shares;
​
•
Amendments to GBT’s organizational documents that relate specifically and solely to rights, priorities and privileges of the CompanyGBT B Ordinary Shares or the GBT C Ordinary Shares (non-voting redeemable shares of GBT, designated as “C Ordinary Shares” in the GBT amended and restated memorandum of association with a nominal value of €0.00001), as applicable, or have a disproportionate adverse effect on such shares as compared to any other class or series of shares, and do not require a separate class vote of the holders of such shares; or
​
•
Any agreement or commitment to do any of the foregoing.
​
In general, the foregoing approval right of a Continuing JerseyCo Owner will terminate if such personContinuing JerseyCo Owner ceases to own at least 10% of our issued common stock; however, an amendment to GBT’s organizational documents of the type described in the fourth bullet in the preceding sentence will require the approval of any Continuing JerseyCo Owner to which such amendment is materially adverse, regardless of such Continuing JerseyCo Owner’s percentage interest of common stock. The foregoing approval rights do not apply to actions that we or GBT undertake to effect an exchange pursuant to the Exchange Agreement, actions that they are otherwise authorized to undertake pursuant to the Exchange Agreement.
In addition, provided Amex HoldCo. continues to own 25% of our issued stock, Amex HoldCo. has approval rights with regard to a directorcertain specified internal corporate transactions and other actions or other management official of another entity and if such person’s service to such other entityinactions that would result in consolidation of us or GBT with American Express and/or its affiliates or result in we or GBT becoming a violation“variable interest entity” under Accounting Standard Codification 810 — Consolidation.
Each Continuing JerseyCo Owner will appoint us as its attorney-in-fact to, among other things, execute (x) written resolutions in their capacities as holders of or the need for a waiver or exemption under, the Depository Institution Management Interlocks Act or other applicable laws.
GBT B Ordinary Shares and GBT C Ordinary Shares,
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PRINCIPAL STOCKHOLDERS
as applicable, and (y) instruments appointing us as their proxy to vote such shares, in each case on all such matters as to which a vote or written resolution of the holders of such shares is required by law, other than matters that relate specifically and solely to the rights, priorities and privileges of the GBT B Ordinary Shares or the GBT C Ordinary Shares, as applicable, or matters that have a disproportionate adverse effect on the GBT B Ordinary Shares or the GBT C Ordinary Shares, as applicable, as compared to any other class or series.
At the closing of the Business Combination, we became a holding company whose principal asset is the GBT A Ordinary Shares. As such, we have no independent means of generating revenue or operating cash flows. GBT is treated as a partnership for United States federal income tax purposes and, as such, generally will not be subject to United States federal income tax. Instead, taxable income will be allocated to holders of GBT capital stock, including us. Accordingly, we will incur income taxes on its allocable share of any net taxable income of GBT and will also incur taxes and other expenses incidental to its functions as a public company.
Pursuant to the Shareholders Agreement, GBT will make pro rata cash distributions to GBT’s shareholders, including us, in amounts intended to be sufficient to enable us to satisfy our liabilities for taxes, as reasonably determined by the board. GBT will be required to make tax distributions pro rata in accordance with ownership of GBT capital stock.
In addition to tax expenses, we incur other expenses incidental to GBT’s functions as a public company, which could be significant. The Shareholders Agreement requires GBT to pay or reimburse (or to cause one or more of its subsidiaries to pay or reimburse) such non-tax expenses (without making corresponding ratable distributions to GBT’s other shareholders). However, GBT’s ability to make such distributions and pay or reimburse such expenses may be subject to various limitations and restrictions, including but not limited to, restrictions in debt documents and the applicable provisions of Jersey law including, but not limited to, the obligation of the GBT board of directors to declare a 12-month forward-looking cash flow solvency statement in accordance with the Companies (Jersey) Law 1991, prior to the declaration of a distribution. Subsidiaries of GBT are also generally subject to similar or other types of legal limitations on their ability to make distributions that would have the effect of rendering them insolvent.
Under the Shareholders Agreement, for as long as American Express “controls” us under the BHC Act, we must provide prior notice to Amex HoldCo. before it and its subsidiaries may engage in certain new activities, investments and acquisitions, subject to exceptions for certain pre-approved new products and services, and Amex HoldCo. may veto such new activities, investments and acquisitions if, after cooperating with us for a period of time to reach a mutually agreeable solution, Amex HoldCo. reasonably concludes that such new activities, investments and acquisitions would have an adverse effect on Amex HoldCo.’s regulatory status under applicable banking laws.
The Shareholders Agreement permits American Express to take, or require us to take (in American Express’ sole discretion), certain actions to terminate its deemed “control” of us under the BHC Act upon the occurrence of any of the “Amex Exit Conditions” specified in the Shareholders Agreement.
If an Amex Exit Condition occurs, American Express may exercise any of the following table sets forth information,remedies to terminate its deemed “control” of us for purposes of the BHC Act:
•
Require us to issue to American Express in exchange for its shares of Class A Common Stock and/or Class B Common Stock, as the case may be, an equal number of shares of GBTG Class A-1 Preferred Stock, par value $0.00001 per share (“Class A-1 Preferred Stock”) and GBTG Class B-1 Preferred Stock, par value $0.00001 per share (“Class B-1 Preferred Stock”), respectively, which are non-voting;
​
•
Exercise demand registration rights under the Registration Rights Agreement without regard to certain restrictions and limitations on the exercise of demand registration rights thereunder; or have no obligation to renew such co-brands or support any future co-brands once the A&R Trademark License Agreement is terminated.
​
•
Transfer some or all of its shares of GBTG or GBT without regard to most transfer restrictions and limitations that would otherwise apply in connection with a transfer of such shares.
​

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If an Amex Exit Condition occurs and American Express is required to or chooses to terminate its deemed “control” of us under the BHC Act, American Express will have the sole right to determine what approach or option to take to achieve a decontrol position, subject to a requirement to use commercially reasonable efforts and consult with us in good faith to minimize costs and maximize tax efficiency for both American Express and us. In addition, if we make a “GBTG Election” ​(as defined in the Shareholders Agreement), Amex HoldCo. may, at its option, terminate the A&R Trademark License Agreement, subject to the extent known bytwo-year transition period set forth therein (including termination of the “Payment Provider Obligations” referred to in A&R Trademark License Agreement and the American Express exclusivity obligations to us or ascertainable from public filings,and our affiliates, and our and our affiliates’ other exclusivity obligations to American Express under the operating agreements between GBT UK (and its affiliates, where applicable) and American Express; provided, however, that our co-brand obligations with respect to the beneficial ownershipexisting co-brands will continue on their current terms until the existing termination dates of such agreements; provided, further, that we and our common stock as ofaffiliates will have no obligation to renew such co-brands or support any future co-brands once the A&R Trademark License Agreement is terminated).
Sponsor Side Letter Amendment
In connection with the Business Combination Agreement, on December 9, 2022 by:
each of our directors;
each of our named executive officers;
all of our directors2, 2021, the Sponsor, the Insiders, APSG and executive officers asGBT entered into a group;side letter (the “Sponsor Side Letter”) which, among other things, contains certain restrictions on the transfer by the Sponsor and
each person, or group of affiliated persons, who is known by us the Insiders with respect to beneficially owner of greater-than-5.0% of our common stock.
The information below is based on a total of 67,753,543 shares of ourthe Class A Common Stock issued to each of them at the closing of the Business Combination in connection with the conversion of the Founder Shares. The Sponsor and 394,448,481the Insiders are not permitted to transfer their Class A Common Stock, subject to certain permitted exceptions, until the earlier to occur of (a) one year following the closing of the Business Combination and (b) the date which the VWAP of Class A Common Stock exceeds $12.00 per share for any 20 trading days within a period of 30 consecutive trading days. Permitted exceptions include (i) transfers to APSG’s officers or directors, any affiliates or family members of any of APSG’s officers or directors, any partner of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of one of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon the death of such person; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by virtue of the laws of Delaware or the Sponsor’s partnership agreement upon dissolution of the Sponsor; (vi) transfers pursuant to APSG’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of APSG’s stockholders having the right to exchange their shares of ourDomesticated Acquiror Class BA common stock for cash, securities or other property subsequent to the closing of the Business Combination and (vii) transfers to a nominee or custodian of a person to whom a transfer would be permissible under clauses (i) through (vi) above.
In connection with the Business Combination, APSG, GBT, the Sponsor and certain of its insiders entered into an amendment to the Sponsor Side Letter (the “Sponsor Side Letter Amendment”), to subject an additional approximately 10% of the Sponsor’s Class A Common Stock outstanding asthat would have immediately vested at the closing of December 9, 2022.the Business Combination to a vesting condition that the VWAP of the Class A Common Stock exceeds $12.50 for any 20 trading days in a period of 30 consecutive trading days within five years of the Business Combination.
Beneficial ownershipAfter giving effect to the Sponsor Side Letter Amendment, 12,268,186 of the Class A Common Stock issued to the Sponsor at the closing of the Business Combination (such shares, which for the avoidance of doubt do not include any PIPE Securities or any Syndicate Shares (as defined in the Sponsor Side Letter), the “Sponsor Shares”) immediately vested without restrictions and 8,077,064 of the Sponsor Shares were deemed unvested subject to certain triggering events to occur within five years following the Business Combination (the “Sponsor Side Letter Vesting Period”). If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A common stock is determinedgreater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, 4,720,098 of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining 3,356,966 of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated

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by us. For the avoidance of doubt, any Class A Common Stock purchased by the Sponsor in accordanceconnection with the rules and regulationsPIPE Investment will not be subject to the vesting or transfer restrictions described above.
The registered holder(s) of the SEC and includes voting or investment power with respectunvested Sponsor Shares continue to our common stock. Shares of our common stock subject to Options that are currently exercisable or exercisable within 60 days of December 9, 2022 are considered outstanding and beneficially owned by the person holding the Options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respectbe entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof. The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Class A common stock occurring after the Business Combination.
Arrangements with Shareholders
Governance, Advisory and Equity Commitment Arrangements
On August 25, 2020, Juweel and Amex HoldCo. entered into Equity Commitment Letters with GBT pursuant to which Juweel and Amex HoldCo., in their respective capacities as shareholders of GBT, committed to provide an aggregate of up to $300 million of preferred equity financing, on the terms and subject to the conditions set forth therein. Prior to the Business Combination, GBT received $150 million in cash proceeds from preferred share issuances pursuant to these Equity Commitment Letters. The Equity Commitment Letters were terminated upon the consummation of the Business Combination.
On March 2, 2016, GBT entered into an Advisory Services Agreement with Certares Management Corp. pursuant to which Certares Management Corp. agreed to provide advisory services with respect to any acquisition or disposition of any business, company or material assets of any business or company (whether by merger, consolidation, recapitalization or otherwise) or any other similar transaction in which we or any of our common stock beneficially owneddirect or indirect subsidiaries of may be, or may consider becoming, involved. Pursuant to the Advisory Services Agreement, GBT paid Certares Management Corp. an annual fee of $2.5 million plus reimbursement of out-of-pocket expenses not in excess of $400,000 per year. The Advisory Services Agreement terminated upon the consummation of the Business Combination.
Arrangements Relating to GBT’s Acquisitions of HRG and Egencia
In February 2018, in connection with the announcement of our planned acquisition of Hogg Robinson Group Limited (“HRG”), a global B2B services company specializing in travel management, GBT entered into certain arrangements with GBT’s shareholders relating to the consummation of such acquisition. Pursuant to these arrangements, GBT agreed, among other things: to (i) refrain from taking any actions with respect to the defined benefit scheme for certain associates and retirees of GBT and its affiliates in the United Kingdom (the “HRG Pension Scheme”) without the approval of the GBT board of directors and after consultation with GBT’s shareholders; and (ii) indemnify GBT’s shareholders from any losses incurred by them,GBT’s shareholders in relation to the HRG Pension Scheme or the disposal by HRG of Fraedom Holdings Limited and Fraedom LLC to Visa International Holdings Limited. Except for certain matters, including with respect to information, indemnification and certain other rights and obligations in connection with the HRG Pension Scheme, these arrangements were terminated upon the consummation of the Business Combination.
On November 1, 2021, GBT consummated the acquisition of the Egencia business from Expedia (the “Egencia Acquisition”). In connection with the Egencia Acquisition, on November 1, 2021, an affiliate of GBT and EAN.com LP, an affiliate of Expedia, entered into a ten-year term marketing partner agreement to provide GBT’s corporate clients with access to Expedia group hotel content (the “EPS Agreement”). The EPS Agreement requires an affiliate of Expedia to meet certain competitiveness thresholds with respect to the Expedia group hotel content offered to GBT and requires GBT to satisfy a certain share of wallet commitments to the affiliate of Expedia (including the making of cash shortfall payments in the event of share of wallet failure, subject to community property laws, where applicable. Except as otherwise indicatedoffset based on outperformance by GBT in subsequent periods). GBT’s share of wallet obligations is subject to adjustment for future acquisitions and dispositions and the failure of the affiliate of Expedia to meet agreed competitiveness thresholds. As a result of the above agreement, the Company recognized revenue of $130 million and $8 million for the periods ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company had a $18 million and $4 million receivable from the affiliate of Expedia, respectively.

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On November 1, 2021, also in connection with the Egencia Acquisition, GBT UK, an affiliate of GBT, and Expedia, Inc., an affiliate of Expedia, entered into a Transition Services Agreement (the “Egencia TSA”), pursuant to which Expedia, Inc. and its affiliates provide certain transition services to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to GBT. The initial term of the Egencia TSA is 18 months. The initial term of each service is set forth in the table below, addressesEgencia TSA, and the term of named beneficial owners arecertain services is subject to extension under certain circumstances. GBT UK has the right to terminate services for convenience upon prior written notice to Expedia, Inc. For services provided by Expedia to Egencia prior to the Egencia acquisition, pricing under the Egencia TSA is determined in carethe same manner as pricing for such services was historically determined by Expedia, Inc. For services that were not provided by Expedia, Inc. to Egencia prior to the Egencia acquisition, in general pricing is equal to the cost of providing such services. For the period ended December 31, 2022 and 2021, the total cost charged to the Company was approximately $34 million and $8 million that was included in the Company’s consolidated statements of operations. As of both December 31, 2022 and 2021, the Company had a payable to Expedia Inc. of $8 million. Further, as of December 31, 2022 and 2021, Egencia had a net receivable of $4 million and a net payable of $16 million to Expedia, respectively, on account of net cash settled on behalf of or on Egencia’s behalf by Expedia during the respective years.
Commercial Arrangements with American Express
In May 2022, certain wholly-owned subsidiaries of the Company executed long-term commercial agreements with American Express, including an amended and restated trademark license agreement (the “A&R Trademark License Agreement”), pursuant to which GBT UK, all wholly-owned operating subsidiaries of GBTG and other permitted sublicensees continue to license the American Express trademarks used in the American Express Global Business Travel Group, Inc.brand and license the American Express trademarks used in the American Express GBT Meetings & Events brand for business travel, meetings and events, business consulting and other services related to business travel, in each case on an exclusive and worldwide basis. The term of the A&R Trademark License Agreement is for 11 years from May 27, 2022, unless earlier terminated or extended.
The parties amended the terms of certain of these commercial arrangements (such agreements, as amended and collectively with the A&R Trademark License Agreement, the “Amended Amex Commercial Agreements”), 666 3rd Avenue, 4th Floor, New York, New York 10017.which provide, among other things, the following:
 
​​
Class A Common Stock
Beneficially Owned
​​
Class B Common Stock
Beneficially Owned
​​
Combined
Total
Voting
Power
Name of Beneficial Owner(1)
​​
Shares
​​
Percent
​​
Shares
​​
Percent
​​
Percent
Five Percent Holders
​​
 
​​
 
​​
 
​​
 
​​
 
Juweel Investors (SPC) Limited(2)
​​
—
​​
—
​​
162,388,084
​​
41.2%
​​
35.1%
American Express Company(3)
​​
—
​​
—
​​
157,786,199
​​
40.0%
​​
34.1%
Expedia Group, Inc.(4)
​​
—
​​
—
​​
74,274,198
​​
18.8%
​​
16.1%
APSG Sponsor, L.P.(5)
​​
25,706,886
​​
37.9%
​​
—
​​
—
​​
5.6%
Ares Partners Holdco LLC(6)
​​
8,675,568
​​
12.8%
​​
—
​​
—
​​
1.9%
HG Vora Capital Management, LLC(7)
​​
8,200,000
​​
12.1%
​​
—
​​
—
​​
1.8%
Sabre Corporation(8)
​​
8,000,000
​​
11.8%
​​
—
​​
—
​​
1.7%
Zoom Video Communications, Inc.(9)
​​
4,000,000
​​
5.9%
​​
—
​​
—
​​
*
Directors and Named Executive Officers(1)
​​
 
​​
 
​​
 
​​
 
​​
 
Paul Abbott(10)
​​
1,012,250
​​
1.5%
​​
—
​​
—
​​
*
Andrew George Crawley(10)
​​
414,378
​​
*
​​
—
​​
—
​​
*
Michael Qualantone(10)
​​
2,008,771
​​
2.9%
​​
—
​​
—
​​
*
James P. Bush
​​
12,500
​​
*
​​
—
​​
—
​​
*
Gloria Guevara Manzo
​​
—
​​
—
​​
—
​​
—
​​
—
Eric Hart
​​
—
​​
—
​​
—
​​
—
​​
—
Raymond Donald Joabar
​​
—
​​
—
​​
—
​​
—
​​
—
Michael Gregory O’Hara
​​
—
​​
—
​​
—
​​
—
​​
—
Richard Petrino
​​
—
​​
—
​​
—
​​
—
​​
—
Mohammed Saif S.S. Al-Sowaidi
​​
—
​​
—
​​
—
​​
—
​​
—
Itai Wallach
​​
—
​​
—
​​
—
​​
—
​​
—
Susan Ward
​​
—
​​
—
​​
—
​​
—
​​
—
Kathleen Winters
​​
—
​​
—
​​
—
​​
—
​​
—
Directors and Executive Officers as a Group
​​
—
​​
—
​​
—
​​
—
​​
—
(20 Individuals)(10)
​​
10,000,831
​​
12.9%
​​
—
​​
—
​​
2.1%
•
Subject to certain exceptions, the Compny is required to: (i) offer, promote and market only American Express payment products to any current or potential client of the Company; (ii) use commercially reasonable efforts to make available American Express products and services the default and/or first payment option when a Company client or its personnel use or otherwise select a payment method on the Company’s platform; (iii) for each applicable country or jurisdiction in which American Express offers payment products, exclusively make American Express payments products available, to our employees; (iv) not directly or indirectly offer, promote, market or provide any scorecard or travel-related benefit to or through certain American Express competitors, third party travel agency or other third party, in each case as a card member benefit; and/or (v) not permit any consumer travel agency (other than American Express’ Travel and Lifestyle Services division) to use GBT’s travel volume as a means of obtaining any scorecard or travel-related benefit for purposes of providing such travel-related benefit, in each case as a card member benefit (such obligations in (i) through (v), collectively, the “GBT Exclusivity Obligations”). However, GBT may accept payments from other providers and may develop technical integration of products that support payments made via other payment providers.
​
*
Less than 1%
(1)
The business address of each director and executive officer of GBTG is c/o Global Business Travel Group, Inc., 666 3rd Avenue, 4th Floor, New York, NY 10017.
•
American Express exclusively uses GBT as its business travel and meetings and events provider, subject to limited exceptions, for so long as the GBT Exclusivity Obligations remain in place.
​
•
American Express exclusively submits eligible business travel and meetings and events leads to GBT, but will not be foreclosed from receiving leads from any third party, and GBT will exclusively submit eligible payment products leads to American Express.
​
•
American Express is restricted from entering into any exclusive agreements or otherwise exclusively partnering with specified categories of GBT’s competitors for the development and delivery of Business Travel Services.
​
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(2)
Based solely upon the Schedule 13D filed by Juweel Investors (SPC) Ltd (“Juweel”) with the SEC on June 6, 2022. Juweel is managed by its board of directors. The business address of Juweel is 350 Madison Avenue, 8th Floor, New York, NY 10017.
(3)
Based solely upon the Schedule 13D filed by American Express Company with the SEC on June 6, 2022. Consists of securities held of record by American Express Travel Holdings Netherlands Cooperatief U.A. (“Amex Coop”), an indirect, wholly-owned subsidiary of American Express Company. The principal business address of this entity is 200 Vesey Street, New York, NY 10285.
(4)
Based solely upon the Schedule 13D filed by Expedia Group, Inc. with the SEC on June 6, 2022. Consists of securities held of record by EG Corporate Travel Holdings LLC (“Expedia”), a direct, wholly-owned subsidiary of Expedia Group, Inc. The business address of such parties is 1111 Expedia Group Way W., Seattle, WA 98119.
(5)
Based solely upon the Schedule 13D/A filed by APSG Sponsor, L.P. with the SEC on October 12, 2022. Sponsor is managed by affiliates of Apollo. AP Caps II Holdings GP, LLC (“Holdings GP”) is the general partner of Sponsor. Apollo Principal Holdings III, L.P. (“Principal III”) is the sole member of Holdings GP. Apollo Principal Holdings III GP, Ltd. (“Principal III GP”) serves as the general partner of Principal III. Messrs. Marc Rowan, Scott Kleinman and James Zelter are the directors of Principal III GP and as such may be deemed to have voting and dispositive control of the securities held of record by Sponsor. The address of each of the Sponsor and Holdings GP is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Rd., George Town, Cayman Islands, KY1-9008. The address of each of Principal III and Principal III GP is c/o Intertrust Corporate Services, (Cayman) Limited, 190 Elgin Avenue, George Town, Cayman Islands, KY1-9008. The address of each of Messrs. Rowan, Kleinman and Zelter is 9 West 57th Street, 43rd Floor, New York, New York 10019.
(6)
Based solely upon the Schedule 13G filed by the Ares Entities (as defined below) with the SEC on June 8, 2022. Consists of 8,675,568 shares of Class A Common Stock. 4,337,784 shares of Class A Common Stock are held by ASOF Holdings I, L.P., 2,168,891 shares of Class A Common Stock are held by ASOF II A (DE) Holdings I, L.P. and 2,168,893 shares of Class A Common Stock are held by ASOF II Holdings I, L.P. (collectively, the “Ares Holders”). The manager of the Ares Holders is ASOF Investment Management LLC, and the sole member of ASOF Investment Management LLC is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. and the general partner of Ares Management Holdings L.P. is Ares Holdco LLC. The sole member of Ares Holdco LLC is Ares Management Corporation. Ares Management GP LLC is the sole holder of the Class B Common Stock of Ares Management Corporation (the “Ares Class B Common Stock”) and Ares Voting LLC is the sole holder of the Class C Class A Common Stock of Ares Management Corporation (the “Ares Class C Common Stock”). Pursuant to Ares Management Corporation’s Certificate of Incorporation in effect as of the date of this filing, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management Corporation if certain conditions are met. The sole member of both Ares Management GP LLC and Ares Voting LLC is Ares Partners Holdco LLC. We refer to all of the foregoing entities collectively as the “Ares Entities.” Ares Partners Holdco LLC is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal. Mr. Ressler generally has veto authority over decisions by the board of managers of Ares Partners Holdco LLC. Each of the members of the board of managers expressly disclaims beneficial ownership of the Class A Common Stock owned by ASOF Holdings I, L.P., ASOF II A (DE) Holdings I, L.P. and ASOF II Holdings I, L.P., respectively. Each of the Ares Entities (other than ASOF Holdings I, L.P., ASOF II A (DE) Holdings I, L.P. and ASOF II Holdings I, L.P., each with respect to the shares of Class A Common Stock owned by it) and the equity holders, partners, members and managers of the Ares Entities expressly disclaims beneficial ownership of these shares of Class A Common Stock. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
(7)
Based solely on the Schedule 13G filed by HG Vora Capital Management, LLC with the SEC on July 8, 2022. HG Vora Capital Management, LLC is the investment adviser to and may be deemed to have voting and dispositive power of the securities held by HG Vora Special Opportunities Master Fund, Ltd. Parag Vora is the manager of HG Vora Capital Management, LLC. The mailing address for each of these entities and the individual discussed in this footnote is 330 Madison Avenue, 20th Floor, New York NY 10017.
(8)
Marlins Acquisition Corp. is an indirect, wholly owned subsidiary of Sabre Corporation. Sabre Corporation may be deemed to have voting and dispositive power of the securities held by Marlins Acquisition Corp. The business address of Sabre Corporation is 3150 Sabre Drive, Southlake, TX 76092.
(9)
Voting and dispositive decisions with respect to the shares are made by Zoom Video Communications, Inc.’s board of directors.
(10)
Shares consist of vested and unvested Options that are exercisable within 60 days from the date of this proxy statement (and without giving effect to the MIP Option Exchange Program).

28
•
GBT continues to support certain American Express partnerships existing prior to the Business Combination, renewals of those relationships, and certain new partnerships, each on mutually acceptable terms.
​
•
GBT and American Express collaborate on mutually beneficial growth opportunities on mutually beneficial terms, including the expansion of their global lead generation partnership and joint client value proposition and retention.
​
•
GBT continues to accept the American Express card as an American Express card merchant as long as the license of the American Express trademarks used in our business is in effect.
​
Commercial Arrangements with Apollo
On December 2, 2021, concurrent with the execution of the Business Combination Agreement, we entered into subscription agreements with certain private investors (“PIPE Investors”), pursuant to which the PIPE Investors collectively agreed to subscribe for 33.5 million shares of the Company’s Class A common stock for an aggregate purchase price equal to $335 million (the “PIPE Investment”), including $2 million subscribed by entities related to APSG. The PIPE Investment was consummated concurrently with the closing of the Business Combination on May 27, 2022. Apollo Global Securities, LLC received approximately $1.7 million as a placement agent fee paid in connection with the PIPE Investment pursuant to the Placement Agent Engagement Letter. Further, the Sponsor agreed to purchase 2.0 million shares of PIPE Securities on the same terms and conditions as the other PIPE Investors at a price of $10.00 per share.
Policies and Procedures for Related Person Transactions
Our board of directors has adopted a written policy statement regarding transactions with related persons, which we refer to as our “related person transactions policy.” Our related person transactions policy requires that a “related person” ​(as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our Chief Legal Officer any “related person transaction” ​(defined as any transaction that is anticipated to be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The Chief Legal Officer will then promptly communicate that information to our board of directors. No related person transaction will be executed without the approval or ratification of our board of directors or a duly authorized committee of our board of directors. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.

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​​​

HOUSEHOLDING
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our documents, including the proxy statement, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy to you upon written or oral request to Global Business Travel Group, Inc., 666 3rd Avenue, 4th Floor, New York, New York 10017, Attention: Corporate Secretary, telephone: (480) 909-1740. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.
STOCKHOLDER PROPOSALS FOR NEXT2024 ANNUAL MEETING OF STOCKHOLDERS
ASubmission of Stockholder Proposals for Inclusion in Next Year’s Annual Meeting Proxy Statement
Any proposal or proposals by a stockholder who would likeintended to have a proposal considered for inclusionbe included in our 2023the proxy statement and form of proxy relating to the annual meeting proxy statementof stockholders to be held in 2024 must submit the proposal in accordancecomply with the procedures outlinedset forth in Rule 14a-8 ofunder the Exchange Act. TheTo be eligible for inclusion, your proposal(s) must be received by the Company did not have an annual meeting in 2022. Therefore, the deadline is a reasonable time before we begin to print and send our proxy statement for the 2023 annual meeting of stockholders. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposalsno later than December 23, 2023. Proposals should be addressedsent to Global Business Travel Group, Inc.,the Corporate Secretary of the Company at its principal executive offices, 666 3rd Avenue, 4th Floor, New York, New York 10017, Attention: Corporate Secretary.
For nominations or other businessNY 10017. Nothing in this paragraph shall be deemed to require the Company to include in its proxy statement and proxy relating to the annual meeting of stockholders to be properly brought before anheld in 2024 any stockholder proposal which may be omitted from the proxy materials according to applicable regulations of the SEC in effect at the time the proposal is received.
Other Stockholder Proposals for Presentation at Next Year’s Annual Meeting
A stockholder who wishes to submit a proposal or nominate a candidate to serve as a director for consideration at the annual meeting byof stockholders to be held in 2024 outside the processes of Rule 14a-8 under the Exchange Act must timely deliver a stockholder,written notice in accordance with the stockholderrequirements, including eligibility and information required in such notice, set forth in Sections 2.12(a)(i) and 2.12(a)(ii) of the Company’s Bylaws. To be timely, such written notice must have given timely notice thereof in writing tobe received by the Corporate Secretary (even if such matter is alreadyof the subject of any notice to the stockholders or a public announcement from the Board of Directors) and, in the case of business other than nominations of persons for election to the Board of Directors, such other business must be a proper matter for stockholder action.
The required notice must be in writing and received by our corporate secretaryCompany at ourits principal executive offices, 666 3rd Avenue, 4th Floor, New York, NY 10017, not lessearlier than 90 daysthe close of business on February 7, 2024, nor morelater than 120 days prior to the first anniversaryclose of the preceding year’s annual meeting; provided, however, that inbusiness on March 8, 2024. In the event that the dateannual meeting of the annual meetingstockholders to be held in 2024 is scheduled for more than 30 days before, or more than 70 days following, suchJune 6, 2024 (the anniversary date, or if no annual meeting was held inof the preceding year,Annual Meeting), the written notice by the stockholder to be timely must be so delivered not later than the close of business on the 10th day following the day on which public announcement of the date of suchthe annual meeting for 2024 is first made. However, our Bylaws provide that
In addition to satisfying the date offoregoing requirements, to comply with the 2022 annual meeting is deemed to be June 22, 2022. For stockholder proposals to be brought before the 2023 annual meeting of stockholders, the required notice must be received by our corporate secretary at our principal executive offices no earlier than February 22, 2023 and no later than March 24, 2023. Stockholder proposals and the required notice should be addressed to Global Business Travel Group, Inc., 666 3rd Avenue, 4th Floor, New York, New York 10017, Attention: Corporate Secretary.
To comply withSEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees for the 2023 annual meeting of stockholders must provide timely notice to our Corporate Secretary at the address shown in this proxy statement, that sets forth allthe information required by Rule 14a-19 under the Exchange Act by the later of 60 calendar days prior to the date of the 2023 annual meeting of stockholders or by the close of business on the tenth calendar day following the day on which public announcement of the date of the 2023 annual meeting of stockholders is first made.Act.
OTHER MATTERS
Our Board of Directors does not know of any other matters to be brought before the Special Meeting. If any other matters not mentioned in this proxy statement are properly brought before the Special Meeting, the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters.
EXPENSES AND SOLICITATION
We will bear all costs of solicitation of proxies. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
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​
ANNEX A
(19) Equity-Based Compensation
OTHER MATTERS
The Company has an equity-based long-term management incentive plan (the “Plan”),knows of no other matters to be submitted to the GBT JerseyCo Limited Amended and Restated Management Incentive Plan, originally adopted on June 30, 2014 and most recently amended and restated on December 2, 2021 under which optionsstockholders at the Annual Meeting, other than the proposals referred to purchase a class of GBT shares (referred to as “MIP Shares”) are generally granted to key management employees and certain directorsin this proxy statement. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the Company. Asproxy holders to vote the shares represented thereby on such matters in accordance with their best judgment.
By Order of December 31, 2021, approximately 4.8 million MIP Shares were reservedthe Board of Directors,
/s/ Michael Gregory O’Hara
​
Michael Gregory O’Hara
Chairman of the Board
April 21, 2023
New York, New York

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ANNEX A — Reconciliation of Non-GAAP Financial Measures
This proxy statement refers to certain financial measures that are not recognized under accounting principles generally accepted in the United States of America (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA Growth and Adjusted EBITDA Fall Through.
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP. Our non-GAAP financial measures are provided in addition to, and should not be considered as an alternative to, other performance or liquidity measure derived in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and you should not consider them either in isolation or as a substitute for issuanceanalyzing our results as reported under GAAP. In addition, because not all companies use identical calculations, the Plan. Any MIP Shares issued underpresentations of our non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.
Management believes that these non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. In the Plan (i) will be non-voting; (ii) will entitleproxy statement, we have used Adjusted EBITDA, Adjusted EBITDA Growth and Adjusted EBITDA Fall Through non-GAAP financial measures as performance measures as they are important metrics used by management. While Adjusted EBITDA is used to evaluate and understand the holder thereofunderlying operations and business trends, forecast future results and determine future capital investment allocations, we use Adjusted EBITDA Growth and Adjusted EBITDA Fall Through metrics to proportionally share profitsdetermine our annual variable payment compensation. These non-GAAP financial measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and/or to compare our performance against that of other peer companies using similar measures.
We define Adjusted EBITDA as net income (loss) before interest income, interest expense, loss on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization and as further adjusted to exclude costs that management believes are non-core to the underlying business of the Company, in accordance with separate allocationconsisting of restructuring costs, integration costs, costs related to mergers and distribution provisions set forth under the amendedacquisitions, non-cash equity-based compensation, long-term incentive plan costs, certain corporate costs, fair value movements on earnouts and restated shareholders agreement between Amex Coopwarrants derivative liabilities, foreign currency gains (losses), non-service components of net periodic pension benefit (costs) and Juweel (the “Shareholders Agreement”); and (iii) will entitle the holder thereof to receive dividends declaredgains (losses) on MIP Shares issued under the Plan, from time to time in accordance with allocation and distribution provisions set forth in the Shareholders Agreement. As a general matter, neither the options granted nor any MIP Shares issued under the Plan will be entitled to share in any profits or capitaldisposal of GBT until certain thresholds of distributions to Amex Coop and Juweel have been satisfied. Under the current terms, neither the options granted nor any MIP Shares issued under the Plan will trade or be listed on any stock exchange. As of December 31, 2021, no MIP Shares were issued and outstanding under the Plan.businesses.
Under the Plan, the Company grants options to purchase MIP Shares to employees, which generally vest in three to five equal installments on each anniversary of the grant date. The options have a contractual life of ten years from the grant date. There are no performance conditions associated with the vesting of the options. The exercise price of options granted under the plan is 100% of the fair market value of the shares subject to the award, determined as of the date of grant, or such higher amountWe define Adjusted EBITDA Growth as the Compensation Committee may determineincrease in connection withAdjusted EBITDA over the grant.
The Black Scholes model is used to determine the weighted average fair value of the options. A market and income approach is used to determine the enterprise fair value of the Company. The equity fair value is then allocated to the options. The table below presents the activity of the Company’s options granted under the Planbaseline Adjusted EBITDA determined for annual variable payment compensation (i.e., Adjusted EBITDA for the year ended December 31, 2021:2021 adjusted to include management determined Egencia results for the full year of 2021, constant currency impact and certain other items that management believes were relevant to determine the measure).
 
​​
Number of
options
​​
Weighted
average exercise
price per share
​​
Weighted
average
remaining
contractual term
​​
Aggregate
intrinsic
value
(in $ millions)
Balance as of December 31, 2020
​​
2,994,600
​​
$58.30
​​
 
​​
 
Granted
​​
1,272,515
​​
$87.85
​​
 
​​
 
Forfeited
​​
(52,267)
​​
$68.26
​​
 
​​
 
Exercised(1)
​​
(41,400)
​​
$55.49
​​
 
​​
 
Balance as of December 31, 2021
​​
4,173,448
​​
$67.22
​​
 
​​
 
Exercisable as of December 31, 2021
​​
2,624,873
​​
$55.93
​​
4.8 years
​​
84
Expected to vest as of December 31, 2021
​​
1,548,575
​​
 
​​
9.5 years
​​
3
We define Adjusted EBITDA Fall Through as Adjusted EBITDA Growth divided by the increase in baseline Revenue for annual variable payment compensation (i.e., Revenue determined on a constant currency basis after considering Egencia revenue for the full year ended December 31, 2021).
(1)
During the year ended December 31, 2021, 41,400 vested MIP Options were exercised and net settled in cash for $1 million.
The key assumptionsAdjusted EBITDA, Adjusted EBITDA Growth and Adjusted EBITDA Fall Through are supplemental non-GAAP financial measures of operating performance that do not represent and should not be considered as alternatives to net income (loss) as determined under GAAP. In addition, these measures may not be comparable to similarly titled measures used by other companies. These non-GAAP measures have limitations as analytical tools, and these measures should not be considered in the valuationisolation or as a substitute for analysis of the options grantedCompany’s results or expenses as reported under GAAP. Some of these limitations are that these measures do not reflect:
•
changes in, 2021 and 2019 are presented inor cash requirements for, our working capital needs or contractual commitments;
​
•
our interest expense, or the table below. There were no options granted in 2020.
Assumption
​​
2021
​​
2019
Annual risk-free interest rate
​​
1.15%
​​
1.75%
Equity volatility
​​
29%
​​
25%
Expected average life of options
​​
6 years
​​
2 years
Dividend yield
​​
0%
​​
0%
The annual risk-freecash requirements to service interest rate is determined by consideringor principal payments on our indebtedness;
​
•
our tax expense, or the U.S. treasury yield risk-free interest rate that corresponds with the expected term of the award. The expected volatility has been determined by taking the average historical volatility of a group of comparable publicly traded companies over a period equalcash requirements to the expected term ofpay our taxes;
​
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•
recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;
​
•
the non-cash expense of stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;
​
•
restructuring, mergers and acquisition and integration costs, all of which are intrinsic of our acquisitive business model; and
​
•
impact on earnings or changes resulting from matters that are non-core to our underlying business, as we believe they are not indicative of underlying operations.
​
Adjusted EBITDA, Adjusted EBITDA Growth and Adjusted EBITDA Fall Through should not be considered as a measure of liquidity or as a measure determining discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We believe that the adjustments applied in presenting Adjusted EBITDA, Adjusted EBITDA Growth and Adjusted EBITDA Fall Through are appropriate to provide additional information to investors about certain material non-cash and other items that management believes are non-core to our underlying business.
These non-GAAP measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to compare our performance against that of other peer companies using similar measures and to determine our annual variable compensation to employees. We also believe that Adjusted EBITDA, Adjusted EBITDA Growth and Adjusted EBITDA Fall Through are helpful supplemental measures to assist potential investors and analysts in evaluating our operating results across reporting periods on a consistent basis.
Tabular Reconciliations for Non-GAAP Financial Measures
The table below reconciles our net loss to Adjusted EBITDA, Adjusted EBITDA Growth and Adjusted EBITDA Fall Through:
​​​Year Ended December 31,​
($ in millions except percentages)​​2022​​2021​
Revenue (A)​​​​1,851​​​​​763​​
Net loss​​​​(229)​​​​​(475)​​
Interest income​​​​—​​​​​(1)​​
Interest expense​​​​98​​​​​53​​
Loss on early extinguishment of debt​​​​—​​​​​49​​
Benefit from income taxes​​​​(61)​​​​​(186)​​
Depreciation and amortization​​​​182​​​​​154​​
Restructuring charges(a)​​​​(3)​​​​​14​​
Integration costs(b)​​​​34​​​​​22​​
Mergers and acquisitions(c)​​​​18​​​​​14​​
Equity-based compensation(d)​​​​39​​​​​3​​
Fair value movements on earnouts and warrants derivative liabilities(e)​​​​(8)​​​​​—​​
Other adjustments, net(f)​​​​33​​​​​13​​
Adjusted EBITDA (B)​​​​103​​​​​(340)​​
Baseline Adjusted EBITDA for annual variable compensation (C)​​​​(464)​​​​​​​​
Actual Adjusted EBITDA Growth (D) = (B) – (C)​​​​567​​​​​​​​
Target Adjusted EBITDA Growth (E)​​​​470​​​​​​​​
% achieved of Target Adjusted EBITDA Growth (D) / (E)​​​​121%​​​​​​​​

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(a)
Represents severance and related expenses due to restructuring activities.
​
(b)
Represents expenses related to the awards.integration of businesses acquired.
​
(c)
Represents expenses related to business acquisitions, including potential business acquisitions, and includes pre-acquisition due diligence and related activities costs. The expected term is based onfull year 2022 includes a charge of $19 million for a loss contingency in relation to a contingent event that existed as of the average period the stock-based awards are expected to remain outstanding. Dividend yield of zero was determined as the Company currently does not pay any dividend.Egencia acquisition date.
Total​
(d)
Represents non-cash equity-based compensation expense recognized inrelated to equity incentive awards to certain employees.
​
(e)
Represents fair value movements on earnouts and warrants derivative liabilities during the Company’s consolidated statementsperiods.
​
(f)
Represents (i) long-term incentive plan expense of operations$25 million and $15 million for the years ended December 31, 2022 and 2021, 2020respectively, (ii) litigation and 2019 amount to $3 million, $3professional services costs of $9 million and $6 million for the years ended December 31, 2022 and 2021, respectively, (iii) unrealized foreign exchange losses of $8 million and $0 for the years ended December 31, 2022 and 2021, respectively, (iv) non-service component of our net periodic pension benefit related to our defined benefit pension plans of $9 million and $9 million for the years ended December 31, 2022 and 2021, respectively, and is included within general(v) loss on disposal of business of $0 million and administrative expense on$1 million for the consolidated statements of operations. The Company expects compensation expense, related to unvested stock options, of approximately $35 million to be recognized over the remaining weighted average period of 3 years.years ended December 31, 2022 and 2021, respectively.
​
​​​Year Ended December 31,​
($ in millions except percentages)​​2022​​2021​
Revenue​​​​1,851​​​​​763​​
Egencia and constant currency adjustments​​​​47​​​​​117​​
Baseline Revenue for annual variable compensation​​​​1,898​​​​​880​​
Increase in baseline Revenue (A)​​​​1,018​​​​​​​​
Actual Adjusted EBITDA Growth (B)​​​​567​​​​​​​​
Actual Adjusted EBITDA Fall Through (C) = (B) / (A)​​​​55%​​​​​​​​
Target Adjusted EBITDA Fall Through (D)​​​​63%​​​​​​​​
% achieved of Target Adjusted EBITDA Fall Through (C) / (D)​​​​87%​​​​​​​​

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The Annual Meeting of Stockholders of Global Business Travel Group, Inc.will be held on June 6, 2023 at 10:00 A.M. Eastern Time, virtually via theInternet at www.virtualshareholdermeeting.com/GBTG2023.To access the virtual meeting, you must have the information that is printed in the box marked by the arrow located on the reverse side of this form. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. V09498-P90510 GLOBAL BUSINESS TRAVEL GROUP, INC. Annual Meeting of Stockholders June 6, 2023 10:00 a.m. Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Paul Abbott and Eric J. Bock, and each of them independently, as proxy holders with full power of substitution and revocation, and authorizes each of them to vote all of the shares of the Class A common stock, par value $0.0001 (“Class A Common Stock”), and shares of Class B common stock, par value $0.0001 (together with shares of Class A Common Stock, the “Shares”), of Global Business Travel Group, Inc., a Delaware corporation (the “Company”), that the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held on June 6, 2023 at 10:00 a.m. Eastern Time (the "Annual Meeting"), and at any adjournment or postponement thereof, upon the matters specified and upon such other matters as may be properly brought before the Annual Meeting or at any adjournment or postponement thereof. You may participate in the Annual Meeting virtually via the Internet by visiting http://www.virtualshareholdermeeting.com/GBTG2023.THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFIC DIRECTION IS GIVEN, SHARES WILL BE VOTED "FOR" ALL OF THE DIRECTOR NOMINEES IN PROPOSAL 1, "FOR" PROPOSALS 2 AND 3, "3 YEARS" ON PROPOSAL 4, AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT PROPERLY COMES BEFORE THE ANNUAL MEETING OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IMMEDIATELY. Continued and to be signed on reverse side
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