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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay Versus Performance

As required by SEC Regulation S-K Item 402(v), the following table sets forth the compensation information of our Principal Executive Officer (PEO) and our non-PEO Named Executive Officers (NEOs) along with total shareholder return, net income, and revenue performance results for our fiscal years ending in 2020, 2021, and 2022. The calculations and analysis below do not reflect the Company’s approach to aligning executive compensation with performance. For information about how we align executive compensation with financial performance, refer to the Compensation Discussion and Analysis.

Year 

Summary

Compensation

Table Total

for PEO(1)

Compensation

Actually Paid to

PEO (1)(2)(3)(4)

Average

Summary

Compensation

Table Total

for Non-PEO

Named

Executive

Officers(5)

Average

Compensation

Actually Paid

to Non-PEO

Named

Executive

Officers

(2)(3)(5)(6)

Value of Initial Fixed $100

Investment Based On:

Net Income

(in millions)

Revenue

(in millions)(9)

Total

Shareholder

Return(7)

Peer Group

Total

Shareholder

Return(7)(8)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

2022

$30,774,922

$31,636,370

$9,254,954

$7,503,594

$98.13

$81.50

$3,058

$17,090

2021

$53,982,195

$77,097,297

$14,249,317

$22,818,567

$116.82

$134.41

$1,165

$10,958

2020

$7,148,598

($43,204,620)

$13,708,464

$1,250,364

$108.45

$137.32

$59

$6,796

(1)

Mr. Fogel served as Chief Executive Officer (PEO) in each year included in the table.

(2)

Year-end stock prices used as part of the “Compensation Actually Paid” calculation were: 2022 $2,015.28, 2021 $2,399.23, and 2020 $2,227.27.

(3)

Fair value or change in fair value, as applicable, of equity awards included in columns (c) and (e) was determined by reference to (1) for RSU awards, closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, (2) for performance-based PSU awards (excluding PSUs with an rTSR component, TSR governor component, and a stock price appreciation component), the probable number of shares multiplied by the closing price on the applicable year-end date(s) or, in the case of awards that vested, the vested number of shares multiplied by the actual vesting price, (3) for PSUs with an rTSR component and, for certain 2022 PSUs, the TSR governor component, the probable number of shares multiplied by the share price on the applicable year-end date(s) which was derived using Monte Carlo simulations (because of the rTSR and TSR governor components of this award, as applicable), (4) for PSUs with an additional stock price appreciation component, the probable number of shares multiplied by the closing price on the applicable year-end date(s), plus the fair value of the stock price appreciation component on the applicable year-end date(s), and (5) for stock options, a Black Scholes value as of the applicable year-end date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price and assumptions including expected volatility, risk-free interest rate, expected dividends, and expected term as of the applicable revaluation date(s).

(4)

Compensation Actually Paid to Mr. Fogel reflects the following adjustments from column (b):

     

Adjustments to Calculate Compensation

Actually Paid for PEO

 

2022

 

2021

 

2020

 

Amount Reported in Summary Compensation Table (“SCT”)

 

$30,774,922

 

$53,982,195

 

$7,148,598

 

Subtract Amounts Reported under the Stock Awards and Option Awards Column in the SCT

 

($26,258,740)

 

($48,010,707)

 

($6,954,041)

 

Fair Value of Awards Granted during Year that Remain Unvested as of Year End

 

$35,126,298

 

$49,934,780

 

$7,376,718

 

Fair Value of Awards Granted during Year that Vest during Year

 

$0

 

$20,829,900

 

$0

 

Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End

 

($4,718,980)

 

$379,688

 

($44,329,590)

 

Deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested during Year

 

($3,287,130)

 

($18,559)

 

($6,446,305)

 

Compensation Actually Paid to PEO

 

$31,636,370

 

$77,097,297

 

($43,204,620)

(5)

In 2022 and 2021, the non-PEO NEOs were Messrs. Goulden, Millones, and Pisano. In 2020, the non-PEO NEOs were Messrs. Goulden and Millones.

(6)

Average Compensation Actually Paid to the non-PEO NEOs noted in footnote (5) for each relevant year reflects the following adjustments from column (d):

  

Adjustments to Calculate Compensation

Actually Paid for non-PEO NEOs

 

2022

 

2021

 

2020

 

Average Amount Reported in Summary Compensation Table

 

$9,254,954

 

$14,249,317

 

$13,708,464

 

Subtract Average Amounts Reported under the Stock Awards and Option Awards Column in the SCT

 

($6,777,593)

 

($11,312,738)

 

($12,407,092)

 

Average Fair Value of Awards Granted during Year that Remain Unvested as of Year End

 

$8,986,958

 

$11,970,027

 

$15,095,779

 

Average Fair Value of Awards Granted during Year that Vest during Year

 

$0

 

$4,463,550

 

$0

 

Average Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End

 

($3,160,646)

 

$3,433,026

 

($14,159,513)

 

Average Increase/Deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested during Year

 

($800,079)

 

$15,385

 

($987,274)

 

Average Compensation Actually Paid to non-PEO NEOs

 

$7,503,594

 

$22,818,567

 

$1,250,364

(7)

The amount listed for each year reflects what the cumulative value of $100 would be if that had been invested on December 31, 2019 (including reinvestment of dividends for applicable peers).

(8)

Peer group total shareholder return reflects the RDG Internet Composite as reflected in our Annual Report on Form 10-K.

(9)

Revenue is revenue under GAAP as reflected in the Company’s financial statements.

   
Company Selected Measure Name [1] Revenue    
Named Executive Officers, Footnote [Text Block]
(5)

In 2022 and 2021, the non-PEO NEOs were Messrs. Goulden, Millones, and Pisano. In 2020, the non-PEO NEOs were Messrs. Goulden and Millones.

   
Peer Group Issuers, Footnote [Text Block]
(8)

Peer group total shareholder return reflects the RDG Internet Composite as reflected in our Annual Report on Form 10-K.

   
PEO Total Compensation Amount [2] $ 30,774,922 $ 53,982,195 $ 7,148,598
PEO Actually Paid Compensation Amount [2],[3],[4],[5] $ 31,636,370 77,097,297 (43,204,620)
Adjustment To PEO Compensation, Footnote [Text Block]
(4)

Compensation Actually Paid to Mr. Fogel reflects the following adjustments from column (b):

     

Adjustments to Calculate Compensation

Actually Paid for PEO

 

2022

 

2021

 

2020

 

Amount Reported in Summary Compensation Table (“SCT”)

 

$30,774,922

 

$53,982,195

 

$7,148,598

 

Subtract Amounts Reported under the Stock Awards and Option Awards Column in the SCT

 

($26,258,740)

 

($48,010,707)

 

($6,954,041)

 

Fair Value of Awards Granted during Year that Remain Unvested as of Year End

 

$35,126,298

 

$49,934,780

 

$7,376,718

 

Fair Value of Awards Granted during Year that Vest during Year

 

$0

 

$20,829,900

 

$0

 

Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End

 

($4,718,980)

 

$379,688

 

($44,329,590)

 

Deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested during Year

 

($3,287,130)

 

($18,559)

 

($6,446,305)

 

Compensation Actually Paid to PEO

 

$31,636,370

 

$77,097,297

 

($43,204,620)

   
Non-PEO NEO Average Total Compensation Amount [6] $ 9,254,954 14,249,317 13,708,464
Non-PEO NEO Average Compensation Actually Paid Amount [3],[4],[6],[7] $ 7,503,594 22,818,567 1,250,364
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(6)

Average Compensation Actually Paid to the non-PEO NEOs noted in footnote (5) for each relevant year reflects the following adjustments from column (d):

  

Adjustments to Calculate Compensation

Actually Paid for non-PEO NEOs

 

2022

 

2021

 

2020

 

Average Amount Reported in Summary Compensation Table

 

$9,254,954

 

$14,249,317

 

$13,708,464

 

Subtract Average Amounts Reported under the Stock Awards and Option Awards Column in the SCT

 

($6,777,593)

 

($11,312,738)

 

($12,407,092)

 

Average Fair Value of Awards Granted during Year that Remain Unvested as of Year End

 

$8,986,958

 

$11,970,027

 

$15,095,779

 

Average Fair Value of Awards Granted during Year that Vest during Year

 

$0

 

$4,463,550

 

$0

 

Average Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End

 

($3,160,646)

 

$3,433,026

 

($14,159,513)

 

Average Increase/Deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested during Year

 

($800,079)

 

$15,385

 

($987,274)

 

Average Compensation Actually Paid to non-PEO NEOs

 

$7,503,594

 

$22,818,567

 

$1,250,364

   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

   
Compensation Actually Paid vs. Net Income [Text Block]

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

   
Tabular List [Table Text Block]

We measure performance for purposes of assessing pay for our PEO and other NEOs based on the following four unranked most important financial performance measures. For additional information, see How We Measure Performance on page 53.

 

Revenue

Compensation EBITDA

Relative Total Stockholder Return

Absolute Total Stockholder Return

   
Total Shareholder Return Amount [8] $ 98.13 116.82 108.45
Peer Group Total Shareholder Return Amount [8],[9] 81.5 134.41 137.32
Net Income (Loss) $ 3,058,000,000 $ 1,165,000,000 $ 59,000,000
Company Selected Measure Amount [1] 17,090,000,000 10,958,000,000 6,796,000,000
PEO Name Mr. Fogel    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Revenue    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Compensation EBITDA    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Relative Total Stockholder Return    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Absolute Total Stockholder Return    
PEO [Member] | Subtract Amounts Reported under the Stock Awards and Option Awards Column in the SCT [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (26,258,740) $ (48,010,707) $ (6,954,041)
PEO [Member] | Fair Value of Awards Granted during Year that Remain Unvested as of Year End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 35,126,298 49,934,780 7,376,718
PEO [Member] | Fair Value of Awards Granted during Year that Vest during Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 20,829,900 0
PEO [Member] | Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,718,980) 379,688 (44,329,590)
PEO [Member] | Deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested during Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (3,287,130) (18,559) (6,446,305)
Non-PEO NEO [Member] | Subtract Amounts Reported under the Stock Awards and Option Awards Column in the SCT [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,777,593) (11,312,738) (12,407,092)
Non-PEO NEO [Member] | Fair Value of Awards Granted during Year that Remain Unvested as of Year End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 8,986,958 11,970,027 15,095,779
Non-PEO NEO [Member] | Fair Value of Awards Granted during Year that Vest during Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 4,463,550 0
Non-PEO NEO [Member] | Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (3,160,646) 3,433,026 (14,159,513)
Non-PEO NEO [Member] | Increase/Deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested during Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (800,079) $ 15,385 $ (987,274)
[1]
(9)

Revenue is revenue under GAAP as reflected in the Company’s financial statements.

[2]
(1)

Mr. Fogel served as Chief Executive Officer (PEO) in each year included in the table.

[3]
(2)

Year-end stock prices used as part of the “Compensation Actually Paid” calculation were: 2022 $2,015.28, 2021 $2,399.23, and 2020 $2,227.27.

[4]
(3)

Fair value or change in fair value, as applicable, of equity awards included in columns (c) and (e) was determined by reference to (1) for RSU awards, closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, (2) for performance-based PSU awards (excluding PSUs with an rTSR component, TSR governor component, and a stock price appreciation component), the probable number of shares multiplied by the closing price on the applicable year-end date(s) or, in the case of awards that vested, the vested number of shares multiplied by the actual vesting price, (3) for PSUs with an rTSR component and, for certain 2022 PSUs, the TSR governor component, the probable number of shares multiplied by the share price on the applicable year-end date(s) which was derived using Monte Carlo simulations (because of the rTSR and TSR governor components of this award, as applicable), (4) for PSUs with an additional stock price appreciation component, the probable number of shares multiplied by the closing price on the applicable year-end date(s), plus the fair value of the stock price appreciation component on the applicable year-end date(s), and (5) for stock options, a Black Scholes value as of the applicable year-end date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price and assumptions including expected volatility, risk-free interest rate, expected dividends, and expected term as of the applicable revaluation date(s).

[5]
(4)

Compensation Actually Paid to Mr. Fogel reflects the following adjustments from column (b):

     

Adjustments to Calculate Compensation

Actually Paid for PEO

 

2022

 

2021

 

2020

 

Amount Reported in Summary Compensation Table (“SCT”)

 

$30,774,922

 

$53,982,195

 

$7,148,598

 

Subtract Amounts Reported under the Stock Awards and Option Awards Column in the SCT

 

($26,258,740)

 

($48,010,707)

 

($6,954,041)

 

Fair Value of Awards Granted during Year that Remain Unvested as of Year End

 

$35,126,298

 

$49,934,780

 

$7,376,718

 

Fair Value of Awards Granted during Year that Vest during Year

 

$0

 

$20,829,900

 

$0

 

Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End

 

($4,718,980)

 

$379,688

 

($44,329,590)

 

Deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested during Year

 

($3,287,130)

 

($18,559)

 

($6,446,305)

 

Compensation Actually Paid to PEO

 

$31,636,370

 

$77,097,297

 

($43,204,620)

[6]
(5)

In 2022 and 2021, the non-PEO NEOs were Messrs. Goulden, Millones, and Pisano. In 2020, the non-PEO NEOs were Messrs. Goulden and Millones.

[7]
(6)

Average Compensation Actually Paid to the non-PEO NEOs noted in footnote (5) for each relevant year reflects the following adjustments from column (d):

  

Adjustments to Calculate Compensation

Actually Paid for non-PEO NEOs

 

2022

 

2021

 

2020

 

Average Amount Reported in Summary Compensation Table

 

$9,254,954

 

$14,249,317

 

$13,708,464

 

Subtract Average Amounts Reported under the Stock Awards and Option Awards Column in the SCT

 

($6,777,593)

 

($11,312,738)

 

($12,407,092)

 

Average Fair Value of Awards Granted during Year that Remain Unvested as of Year End

 

$8,986,958

 

$11,970,027

 

$15,095,779

 

Average Fair Value of Awards Granted during Year that Vest during Year

 

$0

 

$4,463,550

 

$0

 

Average Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End

 

($3,160,646)

 

$3,433,026

 

($14,159,513)

 

Average Increase/Deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested during Year

 

($800,079)

 

$15,385

 

($987,274)

 

Average Compensation Actually Paid to non-PEO NEOs

 

$7,503,594

 

$22,818,567

 

$1,250,364

[8]
(7)

The amount listed for each year reflects what the cumulative value of $100 would be if that had been invested on December 31, 2019 (including reinvestment of dividends for applicable peers).

[9]
(8)

Peer group total shareholder return reflects the RDG Internet Composite as reflected in our Annual Report on Form 10-K.