0001127602-23-007110.txt : 20230224 0001127602-23-007110.hdr.sgml : 20230224 20230224172152 ACCESSION NUMBER: 0001127602-23-007110 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230222 FILED AS OF DATE: 20230224 DATE AS OF CHANGE: 20230224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noonan Michael CENTRAL INDEX KEY: 0001953166 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35362 FILM NUMBER: 23668737 MAIL ADDRESS: STREET 1: C/O TRIPADVISOR, INC. STREET 2: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TripAdvisor, Inc. CENTRAL INDEX KEY: 0001526520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 800743202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 781-800-5800 MAIL ADDRESS: STREET 1: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2023-02-22 0001526520 TripAdvisor, Inc. TRIP 0001953166 Noonan Michael C/O TRIPADVISOR, INC. 400 1ST AVENUE NEEDHAM MA 02494 1 CFO & SVP Restricted Stock Units 0 2023-02-22 4 A 0 67446 0 A 2024-02-15 2028-02-15 Common Stock 67446 67446 D Restricted Stock Units (Performance-Based) 0 2023-02-22 4 A 0 67446 0 A 2024-12-31 2025-12-31 Restricted Stock Units 67446 67446 D Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2024, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2028. The number of PSUs to vest and settle will be based on actual performance relative to the performance metrics, targets and weightings to be established by the Compensation Committee for the performance period ended December 31, 2024. The number of derivative securities set forth above is the target number of PSUs. The actual number of PSUs will vest and settle 50% on or about December 31, 2024 and the remaining 50% on December 31, 2025. /s/ Linda C. Frazier, attorney in fact 2023-02-24 EX-24 2 doc1.htm POWER OF ATTORNEY Michael Noonan POA

EXHIBIT 24

Tripadvisor, Inc.

Power of Attorney
for Executing Forms 3, 4 and 5

Know all men by these presents, that the undersigned, director or officer, or both, of Tripadvisor, Inc., hereby constitutes and appoints each of Linda C. Frazier, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Tripadvisor, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities of Tripadvisor, Inc. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 31st day of October, 2022
/s/ Michael Noonan
Michael Noonan