Board of Directors

Controlled Company Status. Expedia Group is subject to the ~~NASDAQ~~Nasdaq Stock Market Listing Rules. These rules exempt “controlled companies,” or companies of which more than 50% of the voting power is held by an individual, a group or another company, such as Expedia Group, from certain requirements.

Based on information provided on a Schedule ~~13D~~13D/A filed by Mr. Diller and Liberty Expedia Holdings ~~Inc. (“Liberty Expedia Holdings”),~~ on ~~November 14, 2016,~~March 7, 2018, and on a Form 4 filed by Barry Diller on February ~~24, 2017,~~28, 2018, Mr. Diller and Liberty Expedia Holdings together beneficially own approximately 12% of the outstanding shares of common stock (or approximately ~~19%~~20% assuming conversion of all shares of Class B common stock into shares of common stock) and 100% of the outstanding shares of Class B common stock and, consequently, approximately 54% of the combined voting power of the outstanding Expedia Group capital stock as of the record date. On this basis, Expedia Group is relying on the exemption for controlled companies from certain NASDAQ requirements, including, among others, the requirement that a majority of the Board of Directors be composed of independent directors, the requirement that the Compensation Committee be composed solely of independent directors and certain requirements relating to the nomination of directors. For further information on the Company’s relationship with Mr. Diller, see the section below titled “Certain Relationships and Related Person Transactions— Relationships Involving Significant Stockholders, Named Executive Officers and Directors—Relationships Involving Mr. Diller”. For further information on the Company’s relationship with Liberty Expedia Holdings, see the section below titled “Certain Relationships and Related Person Transactions— Relationships Involving Significant Stockholders, Named Executive Officers and Directors—Relationships Involving Liberty Expedia ~~Holdings~~Holdings.”.

Director Independence. The Board of Directors has determined that each of Mses. Athey and Clinton, and Messrs. Battle, Dolgen, Jacobson, Kern and Rudin is an “independent director” as defined by the NASDAQ listing rules. In making

its independence determinations, the Board considered the applicable legal standards and any relevant transactions, relationships or arrangements, including ~~nominal compensation paid to~~consulting services provided by Ms. Athey ~~for consulting services prior to her appointment~~ to the ~~Board,~~Company for which she did not receive additional compensation, Ms. Clinton’s service as a member of IAC’s board of directors, ~~and political campaign contributions to a member of Ms. Clinton’s family by Company management,~~ legal services provided to a subsidiary of IAC by the law firm in which Mr. Jacobson is a partner, Mr. Kern's membership of the Supervisory Board of trivago N.V., a majority-owned subsidiary of the Company, and Mr. Rudin’s ~~past~~ business arrangements with Mr. Diller and subsidiaries of IAC, ~~and~~as well as his service as vice chair of a non-profit organization for which Mr. Diller is the chairman.

The Board. The Board of Directors met ~~four~~six times in ~~2016.~~2017. For ~~2016,~~2017, each then-serving director attended more than 75% of the meetings of the Board, and each then-serving director, other than Mr. Kaufman, attended more than 75% of the meetings of the Board committees on which they served. The independent directors meet in regularly scheduled sessions, typically before or after each Board meeting, without the presence of management. Directors are encouraged, but not required to attend annual meetings of Expedia Group stockholders. All of the then-serving ~~thirteen~~fourteen members of the Board of Directors attended the ~~2016~~2017 Annual Meeting of Stockholders.

Board Leadership Structure. Mr. Diller serves as the Chairman and ~~also serves as~~ Senior Executive of the Company, and Mr. ~~Khosrowshahi~~Okerstrom serves as Chief Executive Officer of the Company. The roles of Chief Executive Officer and Chairman of the Board are currently separated in recognition of the differences between the two roles. We believe that it is in the best interests of our stockholders for the Board to make a determination regarding the separation or combination of these roles each time it elects a new Chairman or appoints a Chief Executive Officer, based on the relevant facts and circumstances applicable at such time. Independent members of the Board chair our Audit, Compensation and Section 16 Committees. Expedia Group has had the current leadership structure since the completion of its spin-off from IAC in 2005.

Board’s Role in Risk Oversight. As part of its general oversight duties, the Board of Directors oversees the Company’s risk management. The Chief Executive Officer, ~~General Counsel and~~ Chief Financial Officer and ~~Executive Vice President of Operations~~Treasurer and Chief Legal Officer attend quarterly Board meetings and discuss operational risks with the Board. Management also provides quarterly reports and presentations on strategic risks to the Board. Between quarterly meetings, the ~~General Counsel and~~ Chief Financial Officer and ~~Executive Vice President of Operations~~Treasurer and Chief Legal Officer meet regularly with the Executive Committee, and the members are informed of any immediate risks at such meetings.

In addition, the Audit Committee is responsible for discussing with management the Company’s major financial risks and the steps management has taken to monitor and control such risks, including the Company’s risk assessment and risk management policies. The Audit Committee also has oversight responsibility for the Company’s foreign exchange risk management policy and investment management policy. In fulfilling its responsibilities, the Audit Committee receives regular reports from the Chief Financial Officer and ~~Executive Vice President of Operations, General Counsel,~~Treasurer, Chief Legal Officer, Vice President of Internal Audit, ~~Treasurer,~~ President of eCommerce Platform (having responsibility for technology infrastructure and security) and Chief Accounting Officer. The Vice President of Internal Audit reports directly to the Audit Committee and provides quarterly (or more frequent) reports on the results of internal audits and investigations. The Chairman of the Audit Committee makes regular reports to the Board.

Board Committees

The Board of Directors has the following standing committees: the Audit Committee, the Compensation Committee, the Section 16 Committee and the Executive Committee. The Audit, Compensation and Section 16 Committees operate under written charters adopted by the Board of Directors. These charters are available on the “Corporate Governance” page of the “Investors” section of the Company’s corporate website at ~~www.expediainc.com~~www.expediagroup.com.

The following table sets forth the members of each Committee and the number of meetings held by, and times that each such Committee took action by unanimous written consent, during ~~2016. There~~2017. Other than the appointment of Mr. Okerstrom to the Executive Committee to replace Mr. Khosrowshahi, there were no changes to the membership of any committees during all of ~~2016.~~



~~Name~~	~~Audit Committee~~	~~Compensation Committee~~	~~Section 16 Committee~~	~~Executive Committee~~
~~Barry Diller~~	—	—	—	X
~~Victor A. Kaufman~~	—	—	—	X
~~Dara Khosrowshahi~~	—	—	—	X
~~Susan C. Athey~~⁽¹⁾	—	—	—	—
~~A. George “Skip” Battle~~⁽¹⁾	~~X (Chairman)~~	—	—	—
~~Chelsea Clinton~~⁽¹⁾	—	—	—	—
~~Pamela L. Coe~~	—	X	—	—

2017.


Name	Audit Committee	Compensation Committee	Section 16 Committee	Executive Committee	Audit Committee	Compensation Committee	Section 16 Committee	Executive Committee
Barry Diller					—			X
Victor A. Kaufman					—			X
Mark D. Okerstrom					—			X
Susan C. Athey⁽¹⁾					—
A. George “Skip” Battle⁽¹⁾					X (Chairman)	—
Courtnee A. Chun⁽²⁾					—
Chelsea Clinton⁽¹⁾					—
Pamela L. Coe					—	X	—
Jonathan L. Dolgen⁽¹⁾	—	X (Co-Chair)	X (Co-Chair)	—	—	X (Co-Chair)	X (Co-Chair)	—
Craig A. Jacobson⁽¹⁾	X			—	X	X	X	—
Peter M. Kern⁽¹⁾	X	X (Co-Chair)		—	X	X (Co-Chair)		—
John C. Malone	—
Dara Khosrowshahi					—
John Malone⁽³⁾					—
Scott Rudin⁽¹⁾	—				—
Christopher W. Shean	—				—
Alexander von Furstenberg	—				—
Number of Meetings	10	7		5	8	7		6
Number of Unanimous Written Consents	0	1		2	0	1		2


(1)	Independent director.


(2)	Elected to the Board on December 5, 2017.


(3)	Resigned from the Board, effective December 5, 2017.

Audit Committee. Each current Audit Committee member satisfies the independence requirements for Audit Committee members under the current standards imposed by the rules of the SEC and ~~NASDAQ.~~Nasdaq. The Board has determined that each of Messrs. Battle and Kern is an “audit committee financial expert,” as such term is defined in the regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Audit Committee functions pursuant to a written charter adopted by the Board, pursuant to which the Audit Committee is granted the responsibilities and authority necessary to comply with Rule 10A-3 of the Exchange Act. The Audit Committee is appointed by the Board to assist the Board with a variety of matters discussed in detail in the charter, including monitoring: (i) the integrity of the Company’s financial reporting process, (ii) the independent registered public accounting firm’s qualifications and independence, (iii) the performance of Company’s internal audit function and the independent registered public accounting firm, and (iv) the Company’s compliance with legal and regulatory requirements.

The formal report of the Audit Committee with respect to the year ended December 31, ~~2016,~~2017, is set forth under the heading “Audit Committee Report” below.

Compensation Committee. With the exception of Ms. Coe, each member satisfies the independence requirements for Compensation Committee members under the current standards imposed by the rules of the SEC and ~~NASDAQ.~~Nasdaq. No member of the Compensation Committee is an employee of ~~Expedia.~~Expedia Group. The Compensation Committee is responsible for (i) administering and overseeing the Company’s executive compensation program, including salary matters, bonus plans and stock compensation plans, and (ii) approving all grants of equity awards, but excluding matters governed by

Rule 16b-3 under the Exchange Act (see section below titled “Section 16 Committee”). A description of the Company’s processes and procedures for the consideration and determination of executive compensation is included in the section below titled “Compensation Discussion and Analysis.”

Section 16 Committee. Each member of the Section 16 Committee is an “independent director” as defined by the ~~NASDAQ~~Nasdaq listing rules and satisfies the definition of “non-employee director” for purposes of Section 16 of the Exchange Act. The Section 16 Committee is authorized to exercise all powers of the Board of Directors with respect to matters governed by Rule 16b-3 under the Exchange Act, including approving grants of equity awards to ~~Expedia’s~~Expedia Group’s executive officers.

Compensation Consultant Independence. During ~~2016,~~2017, management retained Compensia, Inc., a compensation consulting firm, to conduct a review of ~~Expedia’s~~Expedia Group’s compensation peer groups, and to compile data from proxy statements and other SEC filings of peer companies regarding compensation for certain executive officer positions and provided Compensia instruction and direction consistent therewith. Compensia also advised with regard to the long-term equity awards granted to Mr. Okerstrom in connection with his promotion to Chief Executive Officer. The Compensation Committee considered various factors bearing upon Compensia’s independence including, but not limited to, the amount of fees received by Compensia from Expedia Group as a percentage of Compensia’s total revenue, Compensia’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Compensia’s independence. After reviewing these and other factors, the Committee determined that Compensia was independent and that its engagement did not present any conflicts of interest.

Compensation Policies and Practices Risk Assessment. Consistent with SEC disclosure requirements, management 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.

Executive Committee. The Executive Committee has all the power and authority of the Board of Directors, except those powers specifically reserved to the Board by Delaware law.

Director Nominations

Given the ownership structure of the Company and its status as a “controlled company,” the Board of Directors does not have a nominating committee or other committee performing similar functions or any formal policy on director nominations. Pursuant to the Governance Agreement, Liberty Expedia Holdings has the right to nominate a number of directors equal to 20% of the total number of the directors on the Board of Directors (rounded up to the next whole number if the number of directors on the Board is not an even multiple of five) for election to the Board so long as certain stock ownership requirements are satisfied. The Board does not have specific requirements for eligibility to serve as a director of Expedia Group, nor does it have a specific policy on diversity. However, in evaluating candidates, regardless of how recommended, the Board considers whether the professional and personal ethics and values of the candidate are consistent with those of Expedia Group, whether the candidate’s experience and expertise would be beneficial to the Board in rendering service to Expedia Group, including in providing a mix of Board members that represent a diversity of experiences, characteristics, attributes, skills and backgrounds, whether the candidate is willing and able to devote the necessary time and energy to the work of the Board, and whether the candidate is prepared and qualified to represent the best interests of ~~Expedia’s~~Expedia Group’s stockholders. Given the controlled status of ~~Expedia,~~the Company, the Board believes the process described above is appropriate. Liberty Expedia Holdings has nominated ~~Ms.~~Mses. Chun and Coe ~~Dr. Malone,~~ and Mr. Shean as nominees for ~~2017.~~2018. The other nominees to the Board were recommended by the Chairman and then were considered and recommended by the entire Board.

The Board of Directors does not have a formal policy regarding the consideration of director candidates recommended by stockholders, as historically ~~Expedia~~the Company has not received such recommendations. However, the Board would consider such recommendations if made in the future. Stockholders who wish to make such a recommendation should send the recommendation to Expedia Group, Inc., 333 108th Avenue N.E., Bellevue, Washington 98004, Attention: Secretary. The envelope must contain a clear notation that the enclosed letter is a “Director Nominee Recommendation.” The letter must identify the author as a stockholder, provide a brief summary of the candidate’s qualifications and history and be accompanied by evidence of the sender’s ~~stockownership,~~stock ownership, as well as consent by the candidate to serve as a director if elected. Any director candidate recommendations will be reviewed by the Secretary and, if deemed appropriate, forwarded to the Chairman for further review. If the Chairman believes that the candidate fits the profile of a director nominee as described above, the recommendation will be shared with the entire Board.

Communications with the Board

~~Stockholders~~Expedia Group stockholders who wish to communicate with the Board of Directors or a particular director may send such communication to Expedia Group, Inc., 333 108th Avenue N.E., Bellevue, Washington 98004, Attention: Secretary. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board

Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder, provide evidence of the sender’s stock ownership and clearly state whether the intended recipients are all members of the Board or just certain specified directors. The Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if deemed appropriate. Communications that are primarily commercial in nature, that are not relevant to stockholders or other interested constituents or that relate to improper or irrelevant topics will generally not be forwarded to the Board or to the specified director(s).

Compensation of Directors

The Board of Directors sets director compensation, which is designed to provide competitive compensation necessary to attract and retain high quality directors and to encourage ownership of Company stock to further align directors’ interests with those of our stockholders.

~~During 2016,~~ Expedia Group employees other than Mr. Kaufman ~~did~~do not receive compensation for services as directors. Mr. Kaufman does not receive compensation for his service as an executive of the Company, and instead receives compensation for his Board service. Prior to his resignation, Dr. Malone had agreed to forego compensation for his Board service.

Mr. Kaufman and each non-employee director of Expedia Group who served on the Board during ~~2016,~~2017, other than Dr. Malone, ~~received~~was entitled to receive the following compensation:

an annual retainer of $45,000, paid in equal quarterly installments;

a grant of restricted stock units (“RSUs”) with a value of $250,000 (based on the closing price of ~~Expedia’s~~Expedia Group’s common stock on the ~~NASDAQ~~Nasdaq Stock Market on the day prior to the grant), upon such director’s initial election to office or at the time such director first became eligible to receive compensation for service as a director, and annually thereafter on June 1, such RSUs to vest in three equal installments commencing on the first anniversary of the grant date and such RSUs to be entitled to dividends declared and paid on the underlying shares of common stock during the vesting period. In the event of a change in control (as defined in the Expedia Group, Inc. Fourth

Amended and Restated ~~Expedia, Inc.~~ 2005 Stock and Annual Incentive Plan (the “Expedia Group 2005 Plan”) and described in the section below titled “Executive Compensation—Potential Payments Upon Termination or Change in Control”), the RSUs shall vest automatically in full;

Role of Executive Officers

Expedia Group management participates in reviewing and refining ~~Expedia’s~~Expedia Group’s executive compensation program. ~~Mr. Khosrowshahi~~Expedia Group’s Chief Executive Officer and ~~Mr. Diller~~Chairman/Senior Executive meet with the Compensation Committees at least annually to discuss compensation packages for the executive team. ~~Mr. Khosrowshahi~~Expedia Group’s Chief Executive Officer annually reviews the performance of Expedia Group and each named executive officer other than himself and ~~Mr. Diller~~the Chairman/Senior Executive with the Compensation Committees and makes recommendations with respect to the appropriate base salary, annual cash bonus and grants of long-term equity incentive awards. ~~Mr. Diller~~The Chairman/Senior Executive meets separately with the Compensation Committees to discuss his and ~~Mr. Khosrowshahi’s~~the Chief Executive Officer’s performance, and to recommend an appropriate compensation package for ~~Mr. Khosrowshahi.~~the Chief Executive Officer. The Compensation Committees then discuss each recommendation, with each of ~~Messrs. Diller~~the Chairman/Senior Executive and ~~Khosrowshahi~~the Chief Executive Officer absent when his respective compensation is discussed. After considering these recommendations and other considerations discussed below, the Compensation Committees determine the annual compensation package for each executive officer.

Role of Compensation Consultants

In connection with the Company’s annual compensation review meetings in each of ~~2016~~2017 and ~~2017,~~2018, management retained Compensia, Inc., an independent compensation consulting firm, to conduct an independent review of the prior year’s compensation peer group for positions held by the named executive officers and to compile data from proxy statements and other SEC filings of peer companies regarding compensation for executive officer positions, where available. Compensia also advised the Compensation Committees with regard to the long-term equity awards granted to Mr. Okerstrom in connection with ~~an extension of~~ his ~~employment agreement~~promotion to Chief Executive Officer, as well as the special long-term equity awards granted to Messrs. Okerstrom, Dzielak and Pickerill in connection with the ~~first quarter of 2016,~~Company’s 2018 annual compensation review, which isare discussed below in the ~~section~~sections titled ~~“Compensation Program Elements-Equity Compensation-Additional 2016~~“Compensation Arrangements relating to 2017 Chief Executive Officer and Chief Financial Officer Transitions - Mr. Okerstrom” and “Subsequent Compensation Approvals - 2018 Special Long-Term Equity Awards, ~~to Mr. Okerstrom.~~”respectively.

Expedia Group also regularly uses non-customized survey or other data from a number of compensation consulting firms. A more detailed description of the compensation peer group review and use of survey and other data provided by compensation consultants is included below in the section titled “~~The~~ Role of Peer Groups, Surveys and Benchmarking.”

Role of Stockholder Say-on-Pay Votes

Expedia Group provides its stockholders with the opportunity to cast a triennial advisory vote on executive compensation (“say-on-pay”), which reflects the preference expressed by our stockholders in ~~2011~~2017 with respect to the frequency of the say-on-pay vote (“say-on-frequency”). At ~~Expedia’s~~Expedia Group’s annual meeting of stockholders held in June ~~2014,~~2017, a substantial majority of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Compensation Committees believe that the vote reflected stockholder support of ~~Expedia’s~~Expedia Group’s approach to executive compensation, and, as such, did not make changes based on the ~~2014~~2017 vote. ~~Stockholders will again have an opportunity to cast both say-on-pay and say-on-frequency votes at the Company’s 2017 annual meeting of stockholders.~~ The Compensation Committees will continue to consider the outcome of say-on-pay votes when making future compensation decisions for executive officers.

Role of Peer Groups, Surveys and Benchmarking

Management considers multiple data sources when reviewing compensation information to ensure that the data reflect compensation practices of relevant companies in terms of size, industry and geographic location. Among other factors, management considers the following information, when available, in connection with its recommendations to the Compensation Committees regarding compensation for executive officers:

Data from salary and equity compensation surveys that include companies of a similar size, based on market capitalization, revenues and other factors, and

Data regarding compensation for comparable executive officer positions from recent proxy statements and other SEC filings of peer companies, which include:


◦	direct industry competitors,


◦	non-industry companies with which Expedia Group commonly competes for talent (including both regional and national competitors), and


◦	data regarding compensation levels for all our employees.

When available, management considers competitive market compensation paid by other peer group companies, but does not attempt to maintain a certain target percentile within the peer group or otherwise rely solely on such data when making recommendations to the Compensation Committees regarding compensation for executive officers. Management

and the Compensation Committees strive to incorporate flexibility into the compensation programs and the assessment process to respond to and adjust for the evolving business environment and the value delivered by the executive officers.

In light of his role as both Chairman and Senior Executive of Expedia Group, a separate peer group comprised of executives in comparable roles is considered with respect to Mr. Diller’s compensation. In addition, we review each of our peer groups annually. For both ~~2016~~2017 and ~~2017,~~2018, we engaged Compensia to conduct an initial review and make recommendations regarding peer group changes. In each case, the Compensation Committees then considered any proposed changes prior to approving the peer groups for the upcoming year.

~~2016~~2017 Peer Groups

In connection with the Compensation Committees’ approval of executive officer base salary and equity compensation during ~~2016,~~2017, which is discussed below in the sections titled “Compensation Program Elements-Base Salary” and “Compensation Program Elements-Equity Compensation,” data regarding compensation for comparable executive officer positions at the following peer companies were considered:

Executive Officer Peer Group (other than Chairman/Senior Executive):



Activision Blizzard, Inc.		~~priceline.com Incorporated~~PayPal Holdings, Inc.
Adobe Systems Incorporated		~~Sabre Corporation~~Booking Holdings, Inc. (formerly priceline.com)
Alliance Data Systems Corporation		Sabre Corporation
eBay, Inc.		salesforce.com, inc.
Electronic Arts Inc.		Starwood Hotels & Resorts Worldwide, Inc.
Intuit Inc.		TripAdvisor, Inc.
LinkedIn Corporation		Wyndham Worldwide Corporation
Netflix, Inc.		Altaba Inc. (formerly Yahoo! Inc.)
		Zillow Group, Inc.

Chairman/Senior Executive Peer Group:



Cablevision Systems Corporation		Linear Technology Corporation
~~CBS Corporation~~Charles Schwab		Marriott International, Inc.
~~Charles Schwab~~		~~News Corporation~~
DISH Network Corporation		~~Twitter, Inc.~~News Corporation
Host Hotels & Resorts, Inc.		~~Starbucks Corporation~~Twitter, Inc.
Hyatt Hotels Corporation		~~Viacom Inc.~~Starbucks Corporation

~~2017~~

2018 Peer Groups

In connection with the Compensation Committee’s approval of executive officer cash bonuses for ~~2016,~~2017, which were approved in the first quarter of ~~2017~~2018 and are discussed below in the section titled “Compensation Program Elements-Cash ~~Bonuses”~~Bonuses,”, the Compensation Committee considered data from the same peer groups asother than the ~~prior year, except that eBay,~~following changes:

Executive Officer Peer Group:

LinkedIn Corporation and Starwood Hotels and Resorts removed due to recent acquisitions;

Altaba, Inc. (formerly Yahoo! Inc.) removed due to lack of business compatibility;

Sabre Corporation removed due to lower revenue and market capitalization; and

First Data Corporation, Vmware, Inc., Hilton Worldwide Holdings, Inc. and ~~PayPal~~Marriott International Inc. added as they generally represented suitable comparisons in terms of size and/or business focus.

Chairman/Senior Executive Peer Group:

Cablevision Systems Corporation and Linear Technology Corporation removed due to acquisitions; and

Booking Holdings, Inc. ~~were~~and Zillow, Inc. added due to ~~the executive peer group and CBS and Viacom Inc. were removed from the Chairman/Senior Executive peer group.~~competitive comparability.

Compensation Program Elements

General

The primary elements of the executive compensation program are base salary, cash bonus equity compensation, and in certain instances, perquisites and other benefits. The Compensation Committees review these elements in the first quarter of each year in light of Company and individual performance, recommendations from management and other relevant information, including prior compensation history and outstanding long-term compensation arrangements. Management and the Compensation Committees believe that there are multiple, dynamic factors that contribute to success at an individual and business level and have therefore avoided adopting strict formulas and relied primarily on a discretionary approach that allows the Compensation Committees to set executive compensation levels on a case- by-case basis, taking into account all relevant factors.

Following recommendations from management, the Compensation Committees may adjust compensation for executive officers at other times during the year including when executives are hired, when there are significant changes

in their responsibilities, in connection with their entry into new or extended employment agreements, or under other circumstances that the Compensation Committees consider appropriate.

Base Salary

Base salary represents the fixed portion of an executive officer’s compensation and is intended to provide compensation for expected day-to-day performance. An executive officer’s base salary is initially determined upon hire or promotion based on the executive officer’s responsibilities, prior experience, individual compensation history and salary levels of other executives within Expedia Group and similarly situated executives at comparable companies.

Base salary is typically reviewed annually, at the time of the executive’s hire, promotion or expansion in responsibilities, or entry into a multi-year employment agreement, at which time management makes recommendations to the Compensation Committee based on consideration of a variety of factors, including:

the executive’s total compensation relative to other executives in similarly situated positions;

individual performance of the executive;

the executive’s responsibilities, prior experience, and individual compensation history, including any additional compensation such as signing bonuses or relocation benefits;

the terms of the executive’s employment agreement, if any;

general economic conditions;

competitive compensation market data, when available; and

the recommendations of the Chief Executive Officer, other than in connection with compensation for himself and the Chairman/Senior Executive.

2017 Annual Compensation Review.In February ~~2016,~~2017, based on management’s recommendation, the Compensation Committee approved an increase in Mr. Dzielak’s base salary from $575,000 to $600,000 and an increase in Mr. Soliday’s base salary from ~~$250,000~~$285,000 to ~~$285,000~~$320,000, in ~~connection with~~each case based on the ~~2016 annual compensation review.~~factors described above, including input from the Chief Executive Officer regarding the executive’s overall performance, future potential and scope of responsibilities. Other than ~~Mr.~~Messrs. Dzielak and Soliday, the Compensation Committee did not approve any changes to the base salaries of the named executive officers ~~were unchanged~~ in connection with the ~~2016~~2017 annual compensation review.

Annual Cash Bonuses

Cash bonuses are granted to recognize and reward an individual’s annual contribution to Company performance. Bonus target percentages for executive officers, other than the Chairman/Senior Executive and the Chief Executive Officer, are generally established by the Compensation Committee, based on the recommendation of management, at the time of the executive’s hire, promotion, expansion in responsibilities, or entry into a multi-year employment agreement, and generally take into account the scope of an executive’s responsibilities and comparative market data. Neither our Chairman/Senior Executive, nor our Chief Executive Officer, has a target cash bonus percentage as their base salaries tend to be lower than executives in comparable roles and their annual bonus payments are highly variable. Bonus target percentages for executives other than the Chairman/Senior Executive are reviewed each year by the Chief Executive Officer with the approval of the Chairman/ Senior Executive and the Compensation Committee. In addition to annual bonuses related to performance, management may also recommend that the Compensation Committee grant bonuses to new executive officers upon hire or existing executive officers upon promotion. Expedia Group utilizes new hire bonuses to help attract highly skilled executives to Expedia Group and to offset an executive’s loss of incentive compensation from a prior employer.

When approving annual bonuses for executive officers, the Compensation Committee has adopted a two-step process. At the beginning of each year, the Compensation Committee establishes performance goals, which historically have been tied to the achievement of either stock price performance or worldwide hotel bookings during the forthcoming year, and maximum bonus amounts. In general, the performance goals reflect the minimally acceptable Company performance that must be achieved in order for any amount of cash bonuses to be awarded to the executive officers, but with respect to which there is substantial uncertainty when established. These performance goals and maximum bonus amounts ~~are~~were primarily designed to permit Expedia Group to deduct executive officer compensation for federal income tax purposes in accordance with Section 162(m) of the Internal Revenue Code. However, satisfaction of the applicable performance targets does not obligate the Compensation Committee to approve any specific bonus amount for any executive officer and the Compensation Committee has historically reduced the maximum amount based on a discretionary assessment that takes into account a variety of factors, including:

~~Expedia’s~~Expedia Group’s business and financial performance, including year-over-year performance;

the executive’s target cash bonus percentage, if any;

the executive’s individual performance;

the terms of the executive’s employment agreement or separation arrangements, if applicable;

the overall funding of the cash bonus pool;

amount of bonus relative to other Company executives;

general economic conditions;

competitive compensation market data, when available; and

the recommendations of the Chief Executive Officer and Chairman/Senior Executive, which do not include recommendations regarding their own compensation.

~~Neither~~ Mr. ~~Diller, as Chairman/Senior Executive, nor Mr. Khosrowshahi, as Chief Executive Officer,~~Dzielak has ~~a target cash bonus percentage. Messrs. Okerstrom and Dzielak each have~~ a target cash bonus of 100% of ~~their respective~~his base ~~salaries~~salary, Mr. Pickerill has a target cash bonus of 80% of his base salary, and Mr. Soliday has a target cash bonus of ~~40%~~50% of his base salary.

~~2016~~2017 Annual Cash Bonuses:. For ~~2016~~2017 annual bonuses, the Compensation Committee conditioned payment of bonuses to executive officers on attaining:

Worldwide hotel room night bookings (room nights stayed basis) of Expedia Group on a consolidated basis in any of the three consecutive calendar quarters beginning with the second quarter of ~~2016~~2017 must be at least 5%

higher than worldwide hotel bookings in the corresponding calendar quarter twelve months before, excluding the benefit of any acquisitions by ~~the~~ Expedia Group during such period; or

On at least 30 trading days during the period beginning ~~February 26, 2016~~March 1, 2017 through December 31, ~~2016,~~2017, the closing price per share of ~~Expedia’s~~Expedia Group’s common stock must exceed by at least 5% the closing price of ~~Expedia’s~~Expedia Group’s common stock on February ~~25, 2016,~~28, 2017, which was ~~$105.13,~~$119.04, taking into account any Share Change or Corporate Transaction (each as defined in the Expedia Group 2005 Plan).

The stock price performance and hotel bookings goals were met, as determined by the Compensation Committee during the third quarter of ~~2016.~~ 2017.

On ~~February 28, 2017,~~March 2, 2018, the Compensation Committee exercised its ~~right~~discretion to reduce bonus amounts for each individual executive officer from the maximum level established. The Committee considered a variety of factors when approving ~~2016~~2017 bonuses, including the factors noted above, as well as:

~~Solid financial~~Financial performance: The Company’s 2017 financial performance ~~was generally solid during 2016 compared to the strong performance for the prior year, including~~included a ~~32%~~15% increase in revenue ~~excluding eLong, Inc. (14% excluding the impact of acquisitions)~~ and a ~~39%~~6% increase in ~~Adjusted~~adjusted EBITDA, ~~excluding eLong, Inc. (2% excluding the impact of acquisitions).~~which reflected slower growth rates than recent years due in part to increased investment spending, negative impacts from natural disasters, as well as trivago’s lower-than-expected financial performance.

HomeAway Transition and Integration ~~of Acquisitions~~: The ~~Company completed the migration of the Orbitz Worldwide business onto the Expedia platform and made substantial progress on the~~ HomeAway business’s successful transition to a transactional business ~~model.~~

~~Completion of trivago IPO: In December 2016, trivago (Expedia’s majority-owned hotel metasearch company) successfully completed its initial public offering. trivago~~model continued, ~~to deliver strong financial results for 2016, including a 53% increase~~with HomeAway online gross bookings growing by 46% in ~~revenue~~2017 as compared to the prior ~~year.~~year, while also growing revenue by 32% and adjusted EBITDA by 15% for the same period.

Successful Supply Initiatives: The Company continued to expand its supply footprint and functionality, including growing hotel and accommodation supply count to over ~~350,000~~440,000 properties ~~compared to almost 270,000~~ at the end of ~~2015~~2017, compared to almost 350,000 properties at the end of 2016, and ~~launching Expedia Accelerator,~~also instigated a ~~program that allows partners~~strategic initiative to ~~compete~~increase supply in select priority markets.

The Compensation Committee also took into account the relative contributions made by each executive officer during the year, including: (i) with respect to Mr. Diller, his role in providing strategic direction for ~~placement in search results on~~the Company overall, (ii) with respect to Messrs. Okerstrom and Pickerill, their increased responsibilities following, and performance since, their respective transitions to the Chief Executive Officer and Chief Financial Officer roles, including for Mr. Pickerill his management of the Company’s ~~websites.~~

~~2016 bonuses for each~~Investor Relations and Treasury functions on an interim basis pending the appointment of ~~Messrs. Diller, Khosrowshahi, Okerstrom~~his successor in those roles, (iv) with respect to Mr. Dzielak his role in successfully managing the Company’s global legal and ~~Dzielak were significantly lower than~~regulatory matters, including regulatory matters related to the ~~prior year. While~~Company’s HomeAway business, and (iv) with respect to Mr. Soliday, his strong performance overseeing the ~~Company met its overall profit targets for 2016, it fell short of internal room nights and market share expectations, resulting in generally lower annual~~Company’s worldwide accounting function. Based on these considerations, Mr. Diller’s 2017 bonus ~~payments for senior management. Mr. Soliday’s~~was approved at the same level as his 2016 bonus, ~~was slightly~~while 2017 bonus levels for Messrs. Okerstrom, Pickerill, Dzielak and Soliday were higher than the prior year, ~~but represented a lower percentage of his~~primarily due to higher base salary and/or target bonus percentages in 2017 as compared to 2016, including, in the ~~prior year.~~ case of Messrs. Okerstrom and Pickerill, in connection with their August 2017 promotions. Mr. Khosrowshahi was not entitled to receive a 2017 bonus.

Executive officer bonuses tend to be ~~highly~~ variable from year-to-year depending on the performance of the Company and, in certain circumstances, individual ~~performance.~~factors including performance, changes in responsibilities or base salaries and target bonus percentages. Accordingly, we believe our executive officer bonus program provides strong incentives to reach the Company's goals.

The cash bonuses described above are reflected in the “Bonus” column of the table titled “~~2016~~2017 Summary Compensation Table” in the section below titled “Executive Compensation.”

Equity Compensation

Equity compensation is designed to align executive compensation with the interests of stockholders and the long-term performance of ~~Expedia.~~Expedia Group. Equity compensation awards link compensation to financial performance because the value

of equity awards depends on ~~Expedia’s~~Expedia Group’s stock price. Equity compensation awards are also an important employee retention tool because they generally vest over a multi-year period, subject to continued service by the award recipient.

The Compensation Committees, based on management’s recommendations, generally utilize awards of stock options as ~~Expedia’s~~Expedia Group’s primary equity compensation vehicle for executives, but have also awarded restricted stock units at the time of hire to replace forfeited equity of a prior employer and pursuant to individually negotiated arrangements and special circumstances. Stock options are favored because the value from stock option awards is directly dependent on appreciation in the Company’s stock price and therefore provides an objectively measurable goal. In connection with the 2017 annual compensation review process, the Company introduced a new program that permits

employees below senior management levels to elect to receive equity compensation in the form of stock options, restricted stock units, or a combination of both. The equity choice program was intended to differentiate Expedia Group in the marketplace to attract and retain top employee talent, to allow employees below senior management to structure their equity awards to conform to their particular risk tolerance profile, and to further promote employee engagement. ~~Senior management, including all executive officers, was not eligible to participate in~~In connection with the 2018 annual compensation review process, the equity choice program was expanded to include senior executives of the Company, other than the Chairman and ~~stock options remained the primary equity compensation vehicle for those employees.~~

Chief Executive Officer. Equity awards are typically granted to executive officers upon hire, promotion, in connection with the Company’s annual compensation review or entry into a multi-year employment agreement.

Annual Review Equity Award Process. Management generally recommends annual equity awards in the first quarter of each year when the Compensation Committees meet to make determinations regarding annual bonuses for the last completed fiscal year and to set compensation levels for the current fiscal year. The meeting at which the Compensation Committees approve these awards is generally scheduled several months in advance and timed to occur after the public disclosure of ~~Expedia’s~~Expedia Group’s prior year financial statements.

The Compensation Committees review various factors considered by management when establishing ~~the Expedia-wide~~Expedia Group’s equity grant pool, including:

~~Expedia’s~~Expedia Group’s business and financial performance, including year-over-year performance;

dilution rates, taking into account projected headcount changes and employee turnover;

non-cash compensation as a percentage of adjusted EBITDA;

equity compensation utilization by peer companies;

general economic conditions; and

competitive compensation market data regarding award values.

For specific grants to executive officers, management makes recommendations to the Section 16 Committee based on a variety of factors, including:

individual performance and future potential of the executive;

the overall size of the equity grant pool;

award value relative to other Company executives;

the value of previous grants and amount of outstanding unvested equity awards;

competitive compensation market data, where comparable; and

the recommendations of the Chief Executive Officer, other than in connection with compensation for himself and the Chairman/Senior Executive.

After review and consideration of management’s recommendations, the Section 16 Committee decides whether to approve the grants of equity compensation to executive officers and the Compensation Committee decides whether to approve grants of equity compensation to non-executive officers. The annual corporate performance factors relevant to setting bonus amounts, while considered, are generally less relevant in determining the type and level of equity awards, as the awards tend to be more forward looking, and are a longer-term retention and reward instrument relative to our annual bonuses.

~~2016~~2017 Annual Review Equity ~~Awards~~Awards. ~~: On~~In February ~~25, 2016, each of~~2017, the ~~named executive officers other than Mr. Khosrowshahi received an award of~~Section 16 Committee granted 150,000 stock options that vest in equal installments on the first four anniversaries of the grant date. In March 2015, Mr. Khosrowshahi entered into a long-term employment agreement with the Company that continues until September 30, 2020 and received a grant of time-vesting and performance-based stock options. At that time, Mr. Khosrowshahi and the Committees agreed that Mr. Khosrowshahi was not expected to receive additional equity compensation for the term of his employment agreement, though the Committees retain the discretion to grant equity awards as they deem appropriate, including to Mr. ~~Khosrowshahi. Consistent with this arrangement,~~Diller, 135,000 stock options to Mr. Okerstrom (in his role as Executive Vice President of Operations and Chief Financial Officer), 70,000 stock options to Mr. Dzielak, and 11,739 stock options to Mr. Soliday. The Compensation Committee also granted 13,768 stock options to Mr. Pickerill (in his role as Senior Vice President, Investor Relations and Treasurer). Mr. Khosrowshahi did not receive ~~a 2016 annual review~~an equity award.

The exercise price for ~~2016~~2017 annual stock option awards to named executive officers is ~~$105.13~~$119.04 per share (the closing price of ~~Expedia’s~~Expedia Group’s common stock on the date of grant), and each stock option has a seven-year term. In approving the stock option awards, the Section 16 Committee considered, with input from ~~Mr. Khosrowshahi~~the Chief Executive Officer in the case of Messrs. Okerstrom, Dzielak ~~Okerstrom~~ and Soliday, the individual performance of each executive and the factors described above in relation to the establishment of the ~~Expedia-wide~~Expedia Group-wide equity grant pool and specific equity award grants.

The ~~Section 16 Committee also gave particular consideration~~2017 equity grants to the ~~following factors:~~named executive officers are reflected in the table titled “2017 Grants of Plan- Based Awards” in the section below titled “Executive Compensation.”

~~with respect~~

Compensation Arrangements relating to 2017 Chief Executive Officer and Chief Financial Officer Transitions

As discussed above, effective as of August 31, 2017: (i) Mr. ~~Diller, his role in providing strategic direction for~~Khosrowshahi resigned as the Company’s President and Chief Executive Officer, while continuing to serve as a member of the Board, (ii) Mr. Okerstrom, the Company’s Executive Vice President of Operations and Chief Financial Officer, was appointed to succeed Mr. Khosrowshahi as President and Chief Executive Officer of the Company ~~overall;~~ and

was also elected to serve as a member of the Board, and (iii) Mr. Pickerill, the Company’s Senior Vice President, Investor Relations and Treasurer, was appointed to succeed Mr. Okerstrom as Executive Vice President and Chief Financial Officer. In connection with ~~respect to Messrs. Okerstrom, Dzielak~~these changes, the Compensation Committees approved the compensation arrangements described below which the Committees determined were necessary and ~~Soliday their respective~~appropriate given the executive’s new roles ~~in overseeing the acquisition~~ and ~~ongoing integration of newly acquired businesses.~~responsibilities.

~~Additional 2016 Stock Option Awards to~~ Mr. ~~Okerstrom:~~Okerstrom. ~~On March 7, 2016, the Company~~In September 2017, Expedia Group entered into ~~an amendment to the Company’s existing~~a new, long-term employment agreement with Mr. ~~Okerstrom. Mr. Okerstrom’s employment agreement was set~~Okerstrom that expires on September 2021 pursuant to ~~expire on March 7, 2017 and the amended employment agreement has a three-year term expiring on March 7, 2019. Under the terms of Mr. Okerstrom’s amended employment agreement,~~which he will ~~continue to~~ receive ~~his current $750,000~~an annual base salary of $1,000,000 and will be entitled to receive an annual discretionary bonus. Mr. Okerstrom will also continue to be entitled to receive the severance benefits described below in the section below titled “-Severance” and will continue to be restricted from competing with the Company and from soliciting Company employees and business partners during the eighteen-month period following his termination of employment for any reason.

In connection with Mr. ~~Okerstrom’s agreement to extend the term of~~Okerstrom entering into his new employment agreement, ~~and based on the recommendation of management,~~ the Section 16 Committee also approved the following long-term equity awards, ~~to Mr. Okerstrom:~~

~~an award~~the vesting of ~~225,000 stock options that vest 50% on each of the third and fifth anniversaries of the date of grant, subject to Mr. Okerstrom’s continued employment with the Company (the “Okerstrom Cliff Vest Options”); and~~

~~an award of 175,000 stock options that~~which are subject to Mr. Okerstrom’s continued employment with the ~~Company and~~Company:

300,000 stock options that vest in equal installments on the first four anniversaries of the date of grant;

300,000 stock options, the vesting of which is also subject to satisfaction of a stock price goal of ~~$180.00~~$200 (a ~~71%~~40.7% increase to the closing price of ~~Expedia’s~~Expedia Group’s common stock on the date of grant), measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September ~~30,~~15, 2021 (the “Okerstrom Performance Options”); and ~~together~~

25,000 restricted stock units with a vest date in September 2021, also subject to the ~~Cliff Vest Options,~~satisfaction of either (i) a performance goal relating to worldwide hotel room night bookings, or (ii) a performance goal relating to an increase in the Company’s stock price, which goals were met, as determined by the Compensation Committee during the first quarter of 2018. (the “Okerstrom ~~Stock Option Awards~~Cliff-Vest RSUs”).

The exercise price for ~~the Okerstrom Stock Option Awards~~Mr. Okerstrom’s stock option awards is ~~$105.39 (the closing price of Expedia’s common stock on the date of grant),~~$142.13 per share, and each stock option has a seven-year term. Upon a termination of Mr. Okerstrom’s employment by the Company without cause (other than by reason of his death or disability) or resignation by Mr. Okerstrom for good reason, the Okerstrom Stock Option Awards will vest on a pro rated basis for each full month from the date of grant to the first anniversary of the termination date and, in the case of the Performance Options, subject to the achievement of the stock price goal. In the event of a Change in Control, the Okerstrom Stock Option Awards will vest in full as described in the section below titled “~~-Change in Control.~~”

~~To assist the Committees, the Company engaged Compensia to evaluate various long-term incentive alternatives and make recommendations to the Committees.~~ In finalizing the structure of ~~the Okerstrom Stock Option Awards,~~Mr. Okerstrom’s equity awards, the Committees took into account a variety of factors, including:

competitive pay and performance data among a comparator group of companies;

Mr. Okerstrom’s existing unvested equity holdings;

the additional incentive to create significant shareholder value by virtue of the stock price performance goal applicable to the Okerstrom Performance Options; ~~and~~

the Committees’ ~~substantial~~ desire to retain Mr. Okerstrom’s services for the long-term, as reflected in the extended vesting schedule for both the Okerstrom Performance Options and Okerstrom Cliff Vest ~~Options~~RSUs.

Mr. Pickerill. On September 15, 2017, Expedia Group entered into a new, long-term employment agreement with Mr. Pickerill that that expires on September 15, 2020, pursuant to which he will receive an annual base salary of $450,000 and entitled to receive an annual discretionary bonus with an annual target bonus of 80% of his base salary. In connection with Mr. Pickerill entering into his new employment agreement, the Section 16 Committee also approved an award of 50,000 Company stock options that vest in equal installments on the first four anniversaries of the date of grant, subject to Mr. Pickerill’s continued employment with the Company.

Mr. Khosrowshahi. On September 20, 2017, the Company and Mr. Khosrowshahi entered into an equity treatment agreement governing the treatment of Company equity awards held by Mr. Khosrowshahi as of August 31, 2017 and pursuant to which Mr. Khosrowshahi forfeited:

1,600,000 unvested stock options, with a $95 per share exercise price, scheduled to vest in equal installments on March 31, 2018 and March 31, 2020; and

780,000 unvested stock options, with a $95 per share exercise price, scheduled to vest on September 30, 2020, subject to satisfaction of a $170/share Company stock price goal;

and, retained the following unvested stock options, which will vest on the original vesting schedules, subject to his continued service as a member of the Board:

50,000 stock options, with a $78.52 per share exercise price, scheduled to vest on February 26, 2018;

125,000 stock options, with a $91.75 per share exercise price, scheduled to vest in equal installments on February 27, 2018 and February 27, 2019; and

320,000 stock options, with a $95 per share exercise price, scheduled to vest on September 30, 2020, subject to satisfaction of a $170 Company stock price goal.

Mr. Khosrowshahi may exercise any vested Company stock options until the earlier of (i) one year following the date that Mr. Khosrowshahi ceases to be a member of the Board, and (ii) the applicable expiration date of such Company stock option. The exercise of any vested Company stock options by Mr. Khosrowshahi may, at the election of Mr. Khosrowshahi, be settled on a net basis. Until the date of his departure from the Board, Mr. Khosrowshahi will retain a minimum of 287,715 Company shares, exclusive of Company shares underlying Company stock options. These arrangements were generally intended to reward Mr. Khosrowshahi for his prior service to the Company and to encourage his continued participation as a member of the Board of Directors, notwithstanding his other commitments, given his wealth of experience and knowledge of the travel industry in general and the ~~Okerstrom Performance Options.~~Company’s operations in particular.

As a non-employee member of the Board of Directors, Mr. Khosrowshahi is entitled to receive standard non-employee director compensation in accordance with the Company’s compensation policies and practices for the Board, which included an initial grant of 1,686 RSUs on September 2, 2017 that vest in equal installments on the first three anniversaries of the date of grant, subject to Mr. Khosrowshahi’s continued service as a member of the Board.

The ~~2016~~additional 2017 equity grants relating to the ~~named executive officers, including the Okerstrom Stock Option Awards,~~Chief Executive Officer and Chief Financial Officer transitions are also reflected in the table titled “~~2016~~2017 Grants of Plan- Based Awards” in the section below titled “Executive Compensation.”

Other Compensation

In addition to the primary elements of compensation (base salary, cash bonuses and equity awards) described above, the named executive officers may also receive compensation in the following forms:

401(k) Match: Executives who participate in ~~Expedia’s~~Expedia Group’s 401(k) Retirement Program are eligible for Company matching contributions (as are all domestic Expedia Group employees). Expedia Group matches 50% of each dollar a

participant contributes, up to the first 6% of eligible compensation, subject to applicable Internal Revenue Service limits.

Personal Use of Corporate Aircraft: Executives may receive benefits attributable to the personal use of certain aircraft, including aircraft jointly owned by Expedia Group and IAC. Pursuant to Company policy, Mr. Diller is required to travel on corporate aircraft for business and personal purposes, and ~~Mr. Khosrowshahi~~the Company’s Chief Executive Officer and other senior executives are encouraged to travel on corporate aircraft for business and personal purposes when doing so would serve the interests of the Company. In addition to serving general security interests, this means of travel permits Mr. Diller and ~~Mr. Khosrowshahi and~~ other executives to travel non-stop and without delay, to remain in contact with Expedia Group while traveling, to change plans quickly in the event Company business requires, and to conduct confidential Company business while flying, be it telephonically, by email or in person. These interests are furthered on both business and personal flights, as Mr. Diller, ~~Mr. Khosrowshahi~~ and other executives typically provide services to Expedia Group while traveling in either case. Nonetheless, the incremental cost to Expedia Group of executive’s travel for personal purposes during ~~2016~~2017 is reflected as compensation from ~~Expedia.~~Expedia Group. For personal use of Company-owned aircraft during ~~2016, Mr.~~2017, Messrs. Okerstrom and Khosrowshahi each offset the cost to the Company at the maximum rates allowable under applicable rules of the Federal Aviation Administration. See the disclosure under the caption "Relationships Involving Significant Stockholders, Named Executives and Directors-Relationships Involving Messrs. Okerstrom and Khosrowshahi."

In addition, in light of Mr. Diller’s senior role at both companies, Expedia Group and IAC have agreed to share certain expenses associated with the provision of personal benefits to Mr. Diller, including the use of automobiles for personal purposes and certain office space and IT equipment used by individuals who work for Mr. Diller personally. Expedia Group and IAC each cover 50% of the costs, which reflects the current allocation of actual time spent by Mr. Diller between the two companies.

Subsequent Compensation Approvals

In March 2018, the Company completed its 2018 annual compensation review process and, based on management’s recommendation, the Compensation Committees approved the following compensation matters for the named executive officers:

2018 Base Salaries. The Compensation Committee approved an increase in Mr. Pickerill’s base salary from $450,000 to $525,000, reflecting his performance since being appointed as the Company’s Executive Vice President and

Chief Financial Officer in September 2017, and an increase in Mr. Soliday’s base salary from $320,000 to $329,600. Mr. Dzielak’s base salary was increased in connection with his entry into a new employment agreement that is described below in the section titled “2018Dzielak Employment Agreement.” Base salaries for Messrs. Diller and Okerstrom remained unchanged.

2018 Annual Review Equity Awards. The Section 16 Committee granted 81,004 stock options to Mr. Dzielak and 17,103 stock options to Mr. Soliday. Having elected to receive his 2018 annual review equity compensation in the form of both stock options and restricted stock units under the Company’s equity choice program, the Section 16 Committee granted Mr. Pickerill 40,502 stock options and 10,125 restricted stock units. The annual review stock options and the restricted stock units granted to the named executive officers vest annually over four years and the stock options have an exercise price equal to the closing price of the Company's common stock on the grant date. Mr. Diller did not receive a 2018 annual review equity award. The 2018 Annual Review Equity awards were approved based on the factors described above in the section titled “Equity Compensation - Plan Information - Annual Review Equity Award Process,” including input from Mr. Okerstrom,as well as the specific Company performance factors described in the section above titled “Annual Cash Bonuses - 2017 Annual Cash Bonuses.”

2018 Special Long-Term Equity Awards. The Section 16 Committee also approved the following long-term equity awards to Mr. Okerstrom, Dzielak and Pickerill:

200,000 stock options granted to Mr. Okerstrom that vest 100% on the fourth anniversary of the grant date, and 40,502 stock options granted to each of Messrs. Dzielak and Pickerill that vest 50% on each of the second and fourth anniversaries of the date of grant, subject in all cases to the executive’s continued employment with the Company (the “2018 Cliff Vest Options”); and

200,000 stock options granted to Mr. Okerstrom and 51,280 stock options granted to each of Messrs. Dzielak and Pickerill, with 50% of each grant subject to the satisfaction of a stock price goal of $200 on September 15, 2021 (a 91% increase to the closing price of Expedia Group’s common stock on the date of grant), and with the remaining 50% of each grant subject to the satisfaction of a stock price goal of $180 on September 30, 2021 (a 72% increase to the closing price of Expedia Group’s common stock on the date of grant), with satisfaction of the stock price goal in each case measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding the applicable vest date, (the “2018 Performance Options” ) and together with the Cliff Vest Options, the “Special Stock Option Awards”).

The exercise price for the Special Stock Option Awards is $104.50 per share (the closing price of Expedia Group’s common stock on the date of grant), and each stock option has a seven-year term. The Company engaged Compensia to evaluate various long-term incentive alternatives and make recommendations to the Committees. In finalizing the structure of the Special Stock Option Awards, the Committees took into account a variety of factors, including the factors noted above with respect to the 2018 Annual Review Equity Awards, as well as:

alignment of performance-based compensation for senior executives with performance-based compensation of the Chief Executive Officer;

the additional incentive to create significant shareholder value by virtue of the stock price performance goals applicable to the 2018 Performance Options, which represented significant increase in the Company’s stock price over the then current market price; and

the Committees’ substantial desire to retain the services of key executives for the long-term, as reflected in the extended vesting schedule for both the 2018 Cliff Vest Options and the 2018 Performance Options.

2018 Dzielak Employment Agreement. On March 2, 2018, the Compensation Committee approved the terms of, and on the same day, the Company entered into, an amended and restated employment agreement with Mr. Dzielak. Mr. Dzielak’s prior employment agreement expired on March 2, 2018. Pursuant to the amended and restated employment agreement: (i) Mr. Dzielak’s employment with the Company may be terminated at any time with or without cause or notice, (ii) his annual base salary was increased from $600,000 to $700,000, effective as of February 26, 2018, and (iii) his target bonus remained unchanged at 100% of his base salary. In connection with his entry into the new employment agreement, the Section 16 Committee also approved a grant of 12,747 restricted stock units that will vest annually over four years, subject to his continued service with the Company. These arrangements were intended to further encourage Mr. Dzielak’s long term commitment to the Company in light of his significant knowledge of, and experience managing, the various legal and regulatory issues relevant to the travel industry generally, and the Company and its businesses specifically. The severance provisions of Mr. Dzielak’s new employment agreement are described below in the section titled “Severance.”

~~Stock Ownership & Hedging~~

Executive Compensation Policies

Stock Ownership Policy

To further align the interests of Expedia Group senior management and Expedia Group stockholders, the ~~Executive Committee of the Board of Directors~~Company has adopted a Stock Ownership Policy ~~effective October 26, 2009. The Stock Ownership Policy~~that specifies a number of shares that the Chief Executive Officer and members of the Company’s senior leadership team are expected to accumulate and hold by the later of five years from the date of hire or promotion into an eligible ~~position or September 30, 2016.~~position. Unexercised stock options and unvested RSUs are not counted toward compliance with the minimum stockholding target.

The Stock Ownership Policy also includes stock retention provisions. Prior to the Ownership Target Date, if eligible executives have not met their stockholding requirement, they are required to retain 25% of the net shares received from any exercised options or any vested RSUs until they have met their stockholding target. Net shares are the shares remaining after payment of the exercise price and/or withholding of taxes. If executives subject to the Policy have not met their stockholding requirement on the Ownership Target Date, the net-share retention percentage may be increased until they have met their minimum stockholding target. The ~~Stock Ownership Policy minimum~~following reflect changes to the named executive officers’ stockholding targets due to changes in position during 2017:

Mr. Okerstrom’s stockholding target iswas increased from 60,000 to 200,000 ~~shares for~~ in connection with his appointment as President and Chief Executive Officer;

Mr. ~~Khosrowshahi,~~Pickerill became subject to the policy upon his appointment as Chief Financial Officer, with a stockholding target of 60,000 ~~shares for Messrs. Dzielak~~shares; and ~~Okerstrom and~~

Mr. Soliday’s stockholding target was increased from 7,500 shares ~~for~~to 15,000 shares upon his promotion to Senior Vice President.

Each of Messrs. Okerstrom, Pickerill and Soliday have five years from their appointment to their current position to reach their new stockholding targets. Mr. ~~Soliday. Mr. Khosrowshahi holds shares significantly in excess of~~Dzielak has not yet met his minimum share target. As a result, each of Messrs. Okerstrom, Pickerill, Dzielak ~~Okerstrom~~ and Soliday are ~~in compliance with~~required to retain 25% of the ~~Stock Ownership Policy, but have not yet met their respective ownership target holdings and remain subject to stock retention provisions.~~net shares received from any exercised options or any vested RSU.

Hedging Policy

The Expedia Group, Inc. Securities Trading Policy prohibits employees, including executive officers, from engaging in short sales with respect to Expedia Group securities or the purchase, sale or issuance of options or rights relating to Expedia Group securities. This prohibition extends to various forms of hedging or monetization transactions.

Incentive Compensation Clawback Policy

In March 2018, the Expedia Group Board of Directors adopted, and delegated authority to the Compensation Committee to administer, an Incentive Clawback Policy that applies to compensation granted to current and former executives after January 1, 2018. The Policy provides that in the event of either (i) a material accounting restatement resulting from material noncompliance with financial reporting requirements, or (ii) misconduct that involves a material violation of law or the Company’s policies resulting in significant harm to the Company, the Compensation Committee is authorized to recover any excess incentive compensation that was received by certain employees, including current and former executive officers, taking into account such factors as the Compensation Committee deems appropriate. In addition, equity award agreements for all employees, including the named executive officers, provide for the recovery of equity-based compensation realized during the two years prior to an employee’s termination of employment for cause.

Tax Matters

Section 162(m) of the Code generally permits a tax deduction to public corporations for compensation over$1 million paid in any fiscal year to a corporation’s chief executive officer and certain other highly compensated executive officers only if the compensation qualifies as being performance-based under Section 162(m). Expedia ~~endeavors~~Group has endeavored to structure its compensation policies to qualify as performance-based under Section 162(m) whenever ~~it is~~ reasonably possible to do so while meeting ~~Expedia’s~~Expedia Group’s compensation objectives.

~~Nonetheless, deductibility under~~ For purposes of allowing Expedia Group to deduct employee compensation in accordance with Section 162(m) ~~of the Code is one of many factors~~, the Compensation Committees ~~take into account in determining executive officer compensation. From time~~made all annual bonuses payable to ~~time certain nondeductible compensation may be paid and the Board of Directors and the Compensation Committees reserve the authority to award nondeductible compensation to~~named executive officers ~~in appropriate circumstances. It is possible that some~~for 2017 and vesting of Mr. Okerstrom’s September 2017 restricted stock unit grant subject to the satisfaction of performance goals. However, the exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017. As a result, compensation paid ~~pursuant~~ to our named executive officers after December 31, 2017 in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain binding contracts in place as of November 2, 2017 and which were not materially modified after that date. While we currently expect that the transition relief would apply to Mr. Okerstrom’s 2017 RSU award, it appears that the transition relief was not intended to apply to programs with a discretionary component such as our annual bonus plan which would

~~certain equity awards~~mean that ~~have already been granted~~annual bonus payments made to our NEOs in 2018 for service in 2017 may not be ~~nondeductible as a result~~deductible. However, the Department of ~~Section 162(m).~~Treasury is expected to issue additional technical guidance, including with respect to the application of transition relief, which may affect our preliminary conclusions. Additionally, under applicable Internal Revenue Service rules, the personal use of corporate aircraft leads to a disallowance of the deduction by Expedia Group for tax purposes of certain airplane-related costs.

~~For purposes of allowing Expedia to deduct employee compensation in accordance with Section 162(m), the~~The Compensation Committees ~~made all annual bonuses payable~~intend to ~~named~~consider the potential impact of Section 162(m) on compensation decisions, but reserves the right to approve compensation for an executive ~~officers for 2016 subject~~officer that exceeds the deduction limit of Section 162(m) in order to ~~the satisfaction of the performance goals described in the sections above titled “Compensation Program Elements-Cash Bonuses.~~”provide competitive compensation packages.

Change in Control

Under the Expedia Group 2005 Plan, ~~certain~~the named executive officers are entitled to accelerated vesting of equity awards in the event of a change in control of Expedia. In addition, vesting for certain time-vesting and performance-based options awarded to Mr. Khosrowshahi in March 2015 (the “2015 Khosrowshahi Stock Option Awards”) would also accelerate upon the acquisition for cash by Liberty Interactive or any of its Affiliates of beneficial ownership of 100% of the Outstanding Company Voting Securities (as defined in the Expedia ~~2005 Plan).~~

Group. The Compensation Committees believe that accelerated vesting of equity awards in connection with change in control transactions would provide an incentive for these executives to continue to help execute successfully such a transaction from its early stages until closing.

For a description and quantification of these change in control benefits, please see the section below titled “Executive Compensation-Potential Payments Upon Termination or Change in Control.”

Severance

~~Expedia has entered into an employment agreement with each~~Each of Messrs. Okerstrom, Pickerill and Dzielak ~~Khosrowshahi and Okerstrom,~~have employment agreements with Expedia Group pursuant to which, in the event of a qualifying termination and subject to the executive executing a release of claims agreement:

Expedia Group will continue to pay base salary to (i) Messrs. Okerstrom and Pickerill through the longer of the end of the term of the employment agreement (subject to a maximum of 36 months for Mr. ~~Khosrowshahi~~Okerstrom only) and 12 months, ~~(payable~~and (ii) to Mr. Dzielak for 12 months, except that Expedia Group may, at its sole discretion, choose to extend the payment period to 18 months (whether 12 or 18 months, the “Dzielak Continuation Period”), in each case payable in equal biweekly ~~installments);~~installments and provided that such payments will be offset by any amount earned by the executive from another employer during the relevant period;

Expedia Group will consider in good faith the payment of discretionary bonuses on a pro rata basis for the year in which termination of employment occurs, ~~(payable~~payable in a lump sum at the time such annual bonus would otherwise have been ~~paid);~~paid;

Expedia Group will pay an amount equal to COBRA health insurance coverage for a period of 12 months ~~(for~~for Messrs. ~~Khosrowshahi~~Okerstrom and Pickerill and for the Dzielak Continuation Period for Mr. Dzielak, in each case payable in a lump ~~sum, and for Mr. Okerstrom, payable monthly);~~sum;

except as described below with respect to ~~the 2015 Khosrowshahi Stock Option Awards and the 2016 Okerstrom Stock Option Awards,~~certain long-term incentive stock option awards, all equity holdings that otherwise would have vested during the 12-month period following termination of employment will accelerate, provided that equity awards that vest less frequently than annually shall be treated as though such awards vested annually; and

Messrs. ~~Dzielak, Khosrowshahi~~Okerstrom, Pickerill and ~~Okerstrom~~Dzielak will have 18 months following the date of termination to exercise any vested stock options (including stock options accelerated pursuant to the terms of the executive’s employment agreement) or, if earlier, through the scheduled expiration date of the options.

Upon aan executive’s termination of ~~Mr. Khosrowshahi’s~~ employment by the Company without cause (other than by reason of ~~his~~ death or disability) or resignation by ~~Mr. Khosrowshahi~~the executive for Good Reason, ~~the 2015 Khosrowshahi Stock Option Awards will~~certain stock option grants vest on a pro rated basis for each full month from the date of grant to the applicable termination date (or, in the case of Mr. Okerstrom only, the first anniversary of the termination ~~date~~date) and, in the case of such options subject to satisfaction of a stock price goal, subject to the achievement of such stock price goal. ~~For the purposes of the 2015 Khosrowshahi~~ Stock ~~Option Awards only, the definition of good reason includes (in addition~~option awards with special monthly pro-rated severance provisions include performance-based and service-based stock options granted to other triggers) the current Chairman and Senior Executive no longer serving in that or a similar role and either (i) beneficially owning equity securities representing less than 35% of the Company voting power or (ii) beneficially owning equity securities representing at least 35% of the Company voting power and another stockholder holding securities of the Company representing a greater voting power.

~~Upon a termination of Mr. Okerstrom’s employment by the Company without cause (other than by reason of his death or disability) or resignation by~~ Mr. Okerstrom ~~for Good Reason,~~on March 7, 2017, performance-based options granted to Mr. Okerstrom on September 15, 2017, as well as the ~~2016~~2018 Performance-Based Options granted to Messrs. Okerstrom, ~~Stock Option Awards will vest on a pro rated basis for each full month from the date of grant~~Pickerill and Dzielak and 2018 Cliff-Vest Options granted to ~~the first anniversary of the termination date~~Messrs. Pickerill and Dzielak, as described above in the ~~case of such options subject to satisfaction of a stock price goal, subject to the achievement of such stock price goal.~~section titled “Subsequent Compensation Approvals - 2018 Special Long-Term Equity Awards.”

~~In addition,~~Non-Competition & Non-Solicitation Provisions. Messrs. ~~Dzielak, Khosrowshahi~~Okerstrom, Pickerill and ~~Okerstrom~~Dzielak will be restricted from competing with the Company and from soliciting Company employees and business partners during a period ~~(the~~following termination of their employment for any reason. For Messrs. Okerstrom and Pickerill the applicable period is the longer of the term of their employment agreement and eighteen months, ~~in the case of Messrs. Dzielak~~ and ~~Okerstrom and twenty-four months~~ in the case of Mr. ~~Khosrowshahi), following termination of their employment for any reason.~~Dzielak it is the Dzielak Continuation Period.

Offset Provisions.Any cash payments made in connection with the severance provisions described above shall be offset by any cash amounts earned from another employer during the applicable time period.

The foregoing arrangements are intended to attract and retain qualified executives who may have other employment alternatives that may appear to them to be less risky absent these arrangements.

COMPENSATION COMMITTEE REPORT

The Compensation Committees have reviewed the Compensation Discussion and Analysis and discussed that Analysis with management. Based on this review and discussions with management, the Compensation Committees recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2017 and in the Company’s ~~2017~~2018 proxy statement.

Members of the Compensation Committee:

Jonathan L. Dolgen (Co-Chairman)

Peter M. Kern (Co-Chairman)

Pamela L. Coe

Craig A. Jacobson

Members of the Section 16 Committee:

Jonathan L. Dolgen (Co-Chairman)

Peter M. Kern (Co-Chairman)

Craig A. Jacobson

EXECUTIVE COMPENSATION

~~2016~~2017 Summary Compensation Table

The table below sets forth certain information regarding the compensation earned during the fiscal year ended December 31, ~~2016~~2017 by the following “named executive officers”: (i) ~~Expedia’s~~Expedia Group’s Chief Executive Officer, former Chief Executive Officer, and Chief Financial Officer; and (ii) three other most highly compensated executive officers.


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(3)	All Other Compensation ($)(4)	Total ($)	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(3)	All Other Compensation ($)(4)	Total ($)

Barry Diller	2016	465,000	1,000,000	—	6,465,841	618,785	8,549,626	2017	465,000	1,000,000	—	6,840,950	560,895	8,866,845
Chairman and Senior Executive	2015	465,000	2,000,000	—	6,505,933	952,863	9,923,796	2016	465,000	1,000,000	—	6,465,841	618,785	8,549,626
Chairman and Senior Executive	2014	465,000	2,500,000	—	3,782,934	848,290	7,596,224	2015	465,000	2,000,000	—	6,505,933	952,863	9,923,796

Mark D. Okerstrom								2017	824,039	1,250,000	3,480,000	25,158,318	8,100	30,720,457
President and Chief Executive Officer (former Chief Financial Officer)								2016	750,000	750,000	—	16,632,057	54,333	18,186,390
								2015	750,000	1,750,000	—	3,347,118	21,853	5,868,971

Dara Khosrowshahi	2016	1,000,000	1,375,000	—		73,688	2,448,688	2017	726,335	—	249,916	—	7,138	983,389
Chief Executive Officer	2015	1,000,000	2,750,000	—	90,845,602	7,950	94,603,552
Chief Executive Officer	2014	1,000,000	3,500,000	—	5,119,089	23,317	9,642,406
former President and Chief Executive Officer								2016	1,000,000	1,375,000	—	—	73,688	2,448,688
former President and Chief Executive Officer								2015	1,000,000	2,750,000	—	90,845,602	7,950	94,603,552

Mark D. Okerstrom	2016	750,000	750,000	—	16,632,057	54,333	18,186,390
Executive Vice President of Operations and Chief Financial Officer	2015	750,000	1,750,000	—	3,347,118	21,853	5,868,971
	2014	644,712	1,500,000	999,935	3,775,328	10,800	6,930,775
Alan R. Pickerill								2017	346,654	325,000	—	2,009,143	6,202	2,686,999
Executive Vice President, Chief Financial Officer, and Treasurer


Robert J. Dzielak	2016	575,000	575,000	—	2,031,978	5,683	3,187,661	2017	595,193	600,000	—	2,007,402	5,683	3,208,278
Executive Vice President, General Counsel and Secretary	2015	550,962	900,000	1,080,954	1,891,849	7,950	4,431,715
Executive Vice President, General Counsel and Secretary	2014	450,000	600,000	—	1,663,704	6,404	2,720,108
Chief Legal Officer and Secretary								2016	575,000	575,000	—	2,031,978	5,683	3,187,661
Chief Legal Officer and Secretary								2015	550,962	900,000	1,080,954	1,891,849	7,950	4,431,715

Lance A. Soliday	2016	278,269	110,000	—	224,243	6,012	618,524	2017	313,269	132,530	—	336,641	6,052	788,492
Senior Vice President, Chief Accounting Officer and Controller								2016	278,269	110,000	—	224,243	6,012	618,524

Equity Treatment Agreement. Pursuant to an ~~award~~Equity Treatment Agreement effective as of ~~1.6 million stock options that vest 50% on each of the third and fifth anniversaries of the date of grant, subject to Mr. Khosrowshahi’s continued employment with the Company~~September 20, 2017 (the “Khosrowshahi ~~Cliff Vest~~ETA”), Mr. Khosrowshahi retained the following unvested equity awards as of December 31, 2017 (the “Retained Khosrowshahi Awards”), which will vest on the original vesting schedules, subject to his continued service as a member of the Board:

50,000 stock options, with a $78.52 per share exercise price (the “Retained 2014 Options”);

125,000 stock options, with a $91.75 per share exercise price (the "Retained 2015 Options”); and

~~an award of 1.1 million~~320,000 stock options, ~~that are~~with a $95.00 per share exercise price, scheduled to vest on September 30, 2020, subject to ~~Mr. Khosrowshahi’s continued employment with the Company and~~ satisfaction of a $170 Company stock price goal ~~of $170, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2020~~ (the “~~Khosrowshahi~~Retained DK Performance Options,” ~~and~~ together with the ~~Khosrowshahi Cliff Vest~~Retained 2014 Options and the Retained 2015 Options, the “~~2015 Khosrowshahi Long-Term Stock Option Awards~~Retained DK Options”).

In the event Mr. Khosrowshahi resigns his employment for good reason or the Company terminates his employment other than for cause, death or disability, the 2015 Khosrowshahi Long-Term Stock Option Awards will vest on a pro-rated basis for each full month from the date of grant to the first anniversary of the termination date and, in the case of the Khosrowshahi Performance Options, subject to the achievement of the stock price goal.

For the purposes of the 2015 Khosrowshahi Long-Term Stock Option Awards only, the definition of good reason includes (in addition to the triggers included in the good reason definition described above in the section titled “~~Employment Agreement Severance Provisions~~”) the current Chairman and Senior Executive no longer serving in that or a similar role and either (i) beneficially owning equity securities representing less than 35% of the Company voting power or (ii) beneficially owning equity securities representing at least 35% of the Company voting power and another stockholder holding securities of the Company representing a greater voting power.

In the event of a Change in Control, orthe Retained DK options will vest in full. In addition, in the event of the acquisition for cash by Liberty ~~Interactive Corporation~~Expedia Holdings, Inc. or any of its affiliates of beneficial ownership of 100% of the outstanding Company voting securities (as defined in the Expedia Group 2005 Plan), the ~~2015 Khosrowshahi Long-Term Stock Option Awards~~Retained DK Performance options will vest in full. In the event Mr. Khosrowshahi ceases to be a member of the Expedia Group Board of Directors prior to the applicable vesting date for any reason, the Retained DK Options will be forfeited.

~~2016~~ Director RSUs. Upon his resignation as President and Chief Executive Officer of the Company, Mr. Khosrowshahi became entitled to receive standard non-employee director compensation in accordance with the Company’s compensation policies and practices for the Board, which included an initial grant of 1,686 RSUs on September 2, 2017 that vests in equal installments on the first three anniversaries of the date of grant, subject to Mr. Khosrowshahi’s continued service as a member of the Board (the “Khosrowshahi Director RSUs”). In the event of a Change in Control (as defined in the Expedia Group 2005 Plan), the Khosrowshahi Director RSUs will vest in full. If Mr. Khosrowshahi ceases to be a member of the Expedia Group Board of Directors for any reason, the Khosrowshahi Director RSUs will be forfeited.

Okerstrom Long-Term ~~Stock Option~~Equity Awards

On March 7, 2016, Mr. Okerstrom was granted the following long-term equity awards:

an award of ~~225,000n~~225,000 stock options that vest 50% on each of the third and fifth anniversaries of the date of grant, subject to Mr. Okerstrom’s continued employment with the Company (the “2016 Okerstrom Cliff Vest Options”); and

an award of 175,000 stock options that are subject to Mr. Okerstrom’s continued employment with the Company and satisfaction of a stock price goal of $180, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2021 (the “2016 Okerstrom Performance Options” and together with the 2016 Okerstrom Cliff Vest Options, the “2016 Okerstrom Long-Term Stock Option Awards”).

The exercise price for the 2016 Okerstrom Long-Term Stock Option Awards is $105.39.

On September 15, 2017, Mr. Okerstrom was granted the following equity awards:

an award of 300,000 stock options with an exercise price of $142.13 that are subject to Mr. Okerstrom’s continued employment with the Company and satisfaction of a stock price goal of $200, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021 (the “2017 Okerstrom Performance Options”); and

an award of 25,000 restricted stock units with a vest date of September 15, 2021, which was subject to the satisfaction of performance goals that were met, as determined by the Compensation Committee during the first quarter of 2018 (the "2017 Okerstrom Cliff Vest RSUs").

In the event of a Qualifying Termination, the 2016 Okerstrom Long-Term Stock Option Awards and the 2017 Okerstrom Performance Options will vest on a pro-rated basis for each full month from the date of grant to the first anniversary of the termination date and, in the case of the 2016 Okerstrom Performance Options and the 2017 Okerstrom Performance Options, subject to the achievement of the applicable stock price goal. In the event of a Qualifying Termination, the 2017 Okerstrom Cliff Vest RSUs will vest as described above in the section titled "Employment Agreement Severance Provisions" for equity awards that vest less frequently than annually.

In the event Mr. Okerstrom resigns his employment for good reason or the Company terminates his employment other than for cause, death or disability, the 2016 Okerstrom Long-Term Stock Option Awards and the 2017 Okerstrom Performance Options will vest on a pro-rated basis for each full month from the date of grant to the first anniversary of the termination date and, in the case of the 2016 Okerstrom Performance Options and the 2017 Okerstrom Performance Options, subject to the achievement of the applicable stock price goal.

In the event of a Change in Control (as defined in the Expedia Group 2005 Plan), the 2016 Okerstrom Long-Term Stock Option Awards and the 2017 Okerstrom Performance Options will vest in full.

Estimated Potential Incremental Payments Upon Termination or Change in Control

The table below describes and quantifies certain amounts that would become payable to our named executives upon certain terminations of employment or change in control events, assuming that the relevant event occurred on December 31, ~~2016.~~2017. These amounts, which exclude the effect of any applicable taxes, are based on:

the named executive’s base salary as of December 31, ~~2016;~~2017;

the number of stock options or RSUs outstanding as of December 31, ~~2016;~~2017; and

the closing price of Expedia Group common stock on December ~~31, 2016~~29, 2017 ($~~113.28)~~119.77).

These amounts are estimates of the incremental amounts that would be paid out to the executive upon such relevant event. The actual amounts to be paid out can only be determined at the time of the relevant event, if any. In addition to these amounts, certain other amounts and benefits generally payable and made available to other Company employees upon a termination of employment, including payments for accrued but unpaid salary, will generally be payable to our named executives.


Name and Benefits	Termination w/o Cause or Resignation for Good Reason (1)($)	Termination w/o Cause or Resignation for Good Reason & Stock Price Performance Goal Satisfied (2)($)	Change in Control (3)($)	Liberty Cash Acquisition (4)($)	Qualifying Termination (1)($)	Qualifying Termination & Stock Price Performance Goal Satisfied ($)	Change in Control (2)($)	Liberty Cash Acquisition (3)($)
Barry Diller
Incremental Vesting Equity Awards	—		6,570,875	—	—	—	4,889,250	—

Total Estimated Incremental Value	—		6,570,875	—	—	—	4,889,250	—

Dara Khosrowshahi
Mark D. Okerstrom
Cash Severance (salary)	3,008,242	—			3,010,989	—	—	—
Health and Benefits⁽⁵⁾	22,360	—
Health and Benefits					24,049	—	—	—
Incremental Vesting Equity Awards	5,460,125	—	9,889,375	—	3,186,358	—	4,907,765	—
2015 Khosrowshahi Long-Term Stock Option Awards	21,449,405	10,054,201	49,356,000	49,356,000
2016 Okerstrom Cliff Vest Options					—	2,372,700	3,235,500	—
2016 Okerstrom Performance Options⁽⁴⁾					—	1,258,250	2,516,500	—
2017 Okerstrom Performance Options⁽⁵⁾					—	0	0	—
2017 Okerstrom Cliff Vest RSUs					748,563	—	2,994,250	—

Total Estimated Incremental Value	29,940,132	10,054,201	59,245,375	49,356,000	6,969,959	3,630,950	10,659,765	—

Mark D. Okerstrom
Cash Severance (salary)	1,640,110	—
Health and Benefits⁽⁵⁾	22,480	—
Incremental Vesting Equity Awards	3,714,957	—	7,329,389	—
2016 Okerstrom Long-Term Stock Option Awards	828,450	439,330	3,156,000	—
Dara Khosrowshahi
Retained 2014 and 2015 Options					—	—	5,565,000	—
Director RSUs					—	—	201,932	—
Retained DK Performance Options					—	—	7,926,400	7,926,400
					—	—
Total Estimated Incremental Value	6,205,997	439,330	10,485,389	—	—	—	13,693,332	7,926,400

Robert J. Dzielak
Cash Severance (salary)	672,940	—	—	—
Health and Benefits⁽⁵⁾	8,180	—	—	—
Incremental Vesting Equity Awards	2,217,398	—	4,566,419	—

Total Estimated Incremental Value	2,898,518	—	4,566,419	—

Lance A. Soliday
Incremental Vesting Equity Awards	—		447,428	—

Total Estimated Incremental Value	—		447,428	—



☐	Preliminary Proxy Statement
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☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2
Expedia Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
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PROCEDURAL MATTERS	1
Virtual Annual Meeting Information	1
Record Date	1
Quorum	1
Voting Rights	2
Solicitation of Proxies	2
Voting Your Shares	2
Voting Impact of Abstentions and Broker Non-Votes	3
Revocation of Proxies	3
Other Business	4

PROPOSAL 1: ELECTION OF DIRECTORS	5
Nominees	5
Board of Directors	1011
Board Committees	1112
Director Nominations	13
Communications with the Board	13
Compensation of Directors	1314
Compensation Committee Interlocks and Insider Participation	15
~~Required Vote~~	15

~~PROPOSAL 2: ADVISORY VOTE ON EXPEDIA’S EXECUTIVE COMPENSATION~~	16
Required Vote	16

PROPOSAL ~~3: ADVISORY VOTE ON THE FREQUENCY~~2: RATIFICATION OF ~~HOLDING FUTUREADVISORY VOTES ON EXPEDIA’S EXECUTIVE COMPENSATION~~ APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	17
Required Vote	17

~~PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	18
~~Required Vote~~	18

~~PROPOSAL 5: STOCKHOLDER PROPOSAL—REPORTING POLITICAL CONTRIBUTIONS AND EXPENDITURES~~	19
~~Required Vote~~	20

AUDIT COMMITTEE REPORT	2118
Fees Paid to Our Independent Registered Public Accounting Firm	2219
Audit Committee Review and Pre-Approval of Independent Registered Public Accounting Firm Fees	2219

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	2320
Beneficial Ownership Table	2320
Section 16(a) Beneficial Ownership Reporting Compliance	2522
Information Concerning Executive Officers	2522

COMPENSATION DISCUSSION AND ANALYSIS	2624
Overview	2624
Compensation Program Philosophy and Objectives	2624
Roles of the Compensation Committee and Section 16 Committee	2624
Role of Executive Officers	2725
Role of Compensation Consultants	2725
Role of Stockholder Say-on-Pay Votes	25
Role of Peer Groups, Surveys and Benchmarking	26
Compensation Program Elements	27
Stock Ownership & Hedging Policies	34
Tax Matters	34
Change in Control	35
Severance	35

COMPENSATION COMMITTEE REPORT	37

EXECUTIVE COMPENSATION	38



~~Role of Peer Groups, Surveys and Benchmarking~~	27
~~Compensation Program Elements~~	28
~~Stock Ownership & Hedging Policies~~	33
~~Tax Matters~~	33
~~Change in Control~~	34
~~Severance~~	34

~~COMPENSATION COMMITTEE REPORT~~	36

~~EXECUTIVE COMPENSATION~~	37
~~2016~~2017 Summary Compensation Table	3738
~~2016~~2017 Grants of Plan-Based Awards	3839
Outstanding Equity Awards at ~~2016~~2017 Year-End	3940
~~2016~~2017 Option Exercises and Stock Vested	4043
Potential Payments Upon Termination or Change in Control	4143
Estimated Potential Incremental Payments Upon Termination or Change in Control	4346
Pay Ratio Disclosure	48

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	4649
Review and Approval or Ratification of Related Person Transactions	4649
Relationships Involving Significant Stockholders, Named Executive Officers and Directors	4649

OTHER MATTERS	4952
Equity Compensation Plan Information	4952
Annual Reports	4952
Householding	4952
Proposals by Stockholders for ~~2018~~2019 Annual Meeting	5053



Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	All Other Compensation ($)	Total ($)
Jonathan L. Dolgen⁽⁶⁾	70,000	249,956	—	319,956
Craig A. Jacobson⁽⁷⁾	130,000	249,956	—	379,956
Victor A. Kaufman⁽⁸⁾	45,000	499,890	—	544,890
Peter M. Kern⁽⁹⁾	140,000	249,956	—	389,956
Scott Rudin⁽¹⁰⁾	23,859	249,956	—	273,815
Christopher W. Shean	45,000	499,890	—	544,890
José A. Tazón⁽¹¹⁾	28,614	249,956	—	278,570
Alexander von Furstenberg⁽¹²⁾	45,000	249,956	—	294,956



Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	All Other Compensation ($)	Total ($)
Susan C. Athey	45,000	249,890	—	294,890
A. George “Skip” Battle⁽⁴⁾	75,000	249,890	—	324,890
Courtnee A. Chun⁽⁵⁾	3,302	249,981	—	253,283
Chelsea Clinton⁽⁶⁾	35,750	499,786	—	535,536
Pamela L. Coe⁽⁷⁾	60,000	249,890	—	309,890
Jonathan L. Dolgen⁽⁸⁾	70,000	249,890	—	319,890
Craig A. Jacobson⁽⁹⁾	80,000	249,890	—	329,890
Victor A. Kaufman⁽¹⁰⁾	45,000	249,890	—	294,890
Peter M. Kern⁽¹¹⁾	90,000	249,890	—	339,890
Scott Rudin	45,000	249,890	—	294,890
Christopher W. Shean	45,000	249,890	—	294,890
Alexander von Furstenberg⁽¹²⁾	45,000	249,890	—	294,890


1.	To elect the ~~fourteen~~fifteen directors named in this proxy statement, each to hold office for a one-year term ending on the date of the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Board of Directors);


2.	To ~~hold an advisory vote on Expedia’s executive compensation;~~


3.	~~To hold an advisory vote on the frequency of the advisory vote on Expedia’s executive compensation;~~


4.	To ratify the appointment of Ernst & Young LLP as ~~Expedia’s~~Expedia Group’s independent registered public accounting firm for ~~2017;~~


5.	~~To consider a stockholder proposal on political contributions and expenditures, if properly presented at the Annual Meeting;~~2018; and


6.3.	To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.



Name	Age	Position With Expedia Group, Inc.
Barry Diller	7576	Chairman and Senior Executive
Victor A. Kaufman	7374	Director and Vice Chairman
~~Dara Khosrowshahi~~Mark D. Okerstrom	4745	Director and Chief Executive Officer
Susan C. Athey	4647	Director
A. George “Skip” Battle	7374	Director
Courtnee A. Chun	43	Director
Chelsea Clinton	3738	Director
Pamela L. Coe	5758	Director
Jonathan L. Dolgen	7172	Director
Craig A. Jacobson	6465	Director
Peter M. Kern	4950	Director
~~John C. Malone~~Dara Khosrowshahi	7648	Director
Scott Rudin	5859	Director
Christopher W. Shean	5152	Director
Alexander von Furstenberg	4748	Director


(1)	This column reports the amount of cash compensation earned in ~~2016~~2017 for Board and committee service, including amounts deferred at the director’s election.


(5)	Ms. Chun was elected to the Board on December 5, 2017, replacing Dr. Malone who resigned from the Board effective on the same date.


~~(6)~~(8)	Mr. Dolgen is Co-Chairman of each of the Compensation and Section 16 Committees.


~~PROPOSAL 5:~~	~~STOCKHOLDER PROPOSAL:~~


	2016		2015		2017		2016
Audit Fees⁽¹⁾	$	12,533,000	$	9,333,000	$	15,469,000	$	12,559,000
Audit-Related Fees⁽²⁾	107,000		1,045,000		1,108,000		107,000
Total Audit and Audit-Related Fees	12,640,000		10,378,000		16,577,000		12,666,000
Tax Fees⁽³⁾	53,000		163,000		97,000		53,000
Other Fees⁽⁴⁾	38,000		33,000		44,000		38,000
Total Fees	$	12,731,000	$	10,574,000	$	16,718,000	$	12,757,000


~~(7)~~(9)	Mr. Jacobson is a member of each of the Audit and the Compensation and Section 16 Committees.


~~(8)~~(10)	Mr. Kaufman is a member of the Executive Committee.


~~(9)~~(11)	Mr. Kern is a Co-Chairman of each of the Compensation and Section 16 Committees and member of the Audit Committee.


~~(10)~~	~~Mr. Rudin was elected to the Board in June 2016.~~


~~(11)~~	~~Mr. Tazón resigned from the Board in August 2016.~~


(12)	Mr. von Furstenberg elected to defer his 2015, 2016 and ~~2016~~2017 director fees pursuant to ~~Expedia’s~~Expedia Group’s Non-Employee Director Deferred Compensation Plan, which is described above. At December 31, ~~2016,~~2017, Mr. von Furstenberg held a total of ~~424.308~~765.919 share units.


PROPOSAL 3:	~~ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXPEDIA’S EXECUTIVE COMPENSATION~~


~~PROPOSAL 4:~~2:	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



	1.	Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.
	2.	~~Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:~~
		~~a. The identity of the recipient as well as the amount paid to each; and~~
		~~b. The title(s) of the person(s) in the Company responsible decision-making.~~


(2)	Audit-Related Fees include fees and expenses for due diligence in connection with acquisitions, and related accounting consultations.


(3)	In 2017, Tax Fees ~~in 2015~~ include ~~fees and expenses for permitted tax services primarily in connection with our Orbitz acquisition.~~$3,800 of trivago related fees.


(4)	Other Fees include fees and expenses for professional education offerings to the Company’s employees, as well as access to Ernst & Young LLP’s online research tools.


	Common Stock			Class B Common Stock			Percent (%) of Votes (All Classes)	Common Stock			Class B Common Stock			Percent (%) of Votes (All Classes)
Beneficial Owner	Shares		%	Shares		%	Percent (%) of Votes (All Classes)	Shares		%	Shares		%	Percent (%) of Votes (All Classes)
Liberty Expedia Holdings, Inc. 12300 Liberty Blvd. Englewood, CO 80112	23,607,025	⁽¹⁾	15.64	12,799,999	⁽²⁾	100	52.15	23,607,025	⁽¹⁾	15.72	12,799,999	⁽²⁾	100	52.31
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	11,274,076	⁽³⁾	8.16	—		—	4.24	12,510,422	⁽³⁾	9.11	—		—	4.71
Blackrock, Inc. 55 East 52^nd Street New York, NY 10055	7,697,257	⁽⁴⁾	5.57	—		—	2.89
PAR Investment Partners, L.P. 200 Clarendon Street, Fl 48 Boston, MA 02116	7,100,027	⁽⁵⁾	5.14	—		—	2.67	7,969,191	⁽⁴⁾	5.80	—		—	3.00
BlackRock, Inc. 55 East 52^nd Street New York, NY 10055								7,341,913	⁽⁵⁾	5.35	—		—	2.77
Barry Diller	29,447,290	⁽⁶⁾	19.46	12,799,999	⁽²⁾	100	54.28	29,555,477	⁽⁶⁾	19.63	12,799,999	⁽²⁾	100	54.47
Victor A. Kaufman	230,453	⁽⁷⁾	*	—		—	*	101,798	⁽⁷⁾	*	—		—	*
Dara Khosrowshahi	1,398,459	⁽⁸⁾	1.01	—		—	*
Mark D. Okerstrom								512,899	⁽⁸⁾	*	—		—	*
Susan C. Athey	1,419	⁽⁹⁾	*	—		—	*	2,747	⁽⁹⁾	*	—		—	*
A. George “Skip” Battle	40,249	⁽¹⁰⁾	*	—		—	*	42,354	⁽¹⁰⁾	*	—		—	*
Courtnee A. Chun								—	⁽¹¹⁾	—			—	*
Chelsea Clinton	—		*	—		—	*	1,223	⁽¹²⁾	*	—		—	*
Pamela L. Coe	1,531	⁽¹¹⁾	*	—		—	*	3,642	⁽¹³⁾	*	—		—	*
Jonathan L. Dolgen	66,809	⁽¹²⁾	*	—		—	*	68,914	⁽¹⁴⁾	*	—		—	*
Craig A. Jacobson	36,159	⁽¹³⁾	*	—		—	*	35,264	⁽¹⁵⁾	*	—		—	*
Peter M. Kern	64,174	⁽¹⁴⁾	*	—		—	*	66,279	⁽¹⁶⁾	*	—		—	*
Dara Khosrowshahi								1,181,758	⁽¹⁷⁾	*	—		—	*
John C. Malone	—	⁽¹⁵⁾	*	—		—	*	—	⁽¹⁸⁾	*	—		—	*
Scott Rudin	—		*	—		—	*	2,133	⁽¹⁹⁾	*	—		—	*
Christopher W. Shean	1,531	⁽¹⁶⁾	*	—		—	*	3,642	⁽²⁰⁾	*	—		—	*
Alexander von Furstenberg	440,971	⁽¹⁷⁾	*	—		—	*	442,969	⁽²¹⁾	*	—		—	*
Mark D. Okerstrom	407,498	⁽¹⁸⁾	*	—		—	*
Alan R. Pickerill								17,516	⁽²²⁾	*	—		—	*
Robert J. Dzielak	185,088	⁽¹⁹⁾	*	—		—	*	222,926	⁽²³⁾	*	—		—	*
Lance A. Soliday	41,319	⁽²⁰⁾	*	—		—	*	45,364	⁽²⁴⁾	*	—		—	*
All executive officers, directors and director nominees as a group (17 persons)	31,923,398	⁽²¹⁾	20.88	12,799,999		100	54.88
All current executive officers, directors and director nominees as a group (18 persons)								31,867,353	⁽²⁵⁾	20.96	12,799,999		100	55.03


*	The percentage of shares beneficially owned does not exceed 1% of the class.


(2)	Based on information filed on the LEXE/Diller ~~13D,~~13D/A, consists of 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings, over which Liberty Expedia Holdings and Mr. Diller may be deemed to share voting power.


(4)	Based on information filed on a Schedule ~~13G with the SEC on January 30, 2017 by BlackRock, Inc. reporting sole voting power over 6,863,974 shares of common stock and sole dispositive power over 7,697,257 shares of common stock.~~


~~(5)~~	~~Based on information filed on a Schedule~~ 13G/A with the SEC on February 14, ~~2017~~2018 by PAR Investment Partners, L.P., PAR Group, L.P. and PAR Capital Management, Inc. reporting sole voting power and sole dispositive power over ~~7,100,027~~7,969,191 shares of common stock.


(7)	Consists of ~~117,204~~75,470 shares of common stock held by Mr. Kaufman, options to purchase ~~112,500~~25,000 shares of common stock and ~~749~~1,328 RSUs that are exercisable or will vest within 60 days of April ~~17, 2017.~~23, 2018.


(9)	Consists of ~~670~~1,419 shares of common stock held by Ms. Athey, and ~~749~~1,328 RSUs that will vest within 60 days of April ~~17, 2017.~~23, 2018.


(10)	Consists of ~~37,586~~40,249 shares of common stock held by Mr. Battle, and ~~2,663~~2,105 RSUs that will vest within 60 days of April ~~17, 2017.~~23, 2018.