Skift Take

You want your CEO to be very motivated for shareholders and employees — and for his or her personal gain. Mark Okerstrom clearly is such a guy.

Expedia’s new CEO is excited to be calling the shots at the big online travel company, and he has innumerable reasons to be motivated.

Mark Okerstrom, who assumed the Expedia top job at the beginning of the month, has a big incentive to increase the company’s value: $17 million or more in performance-based stock options.

The company revealed late Thursday that Okerstrom would be awarded 300,000 Expedia stock options if the stock price averages $200 per share in the six- or 12-month period immediately before September 15, 2021. The exercise price is $142.13 per share; Expedia’s shares closed Friday at $145.77.

Expedia’s New CEO Mark Okerstrom Will Make His Travel Industry Debut as CEO When He Speaks at Skift Global Forum 2017. Get Tickets Now

The potential windfall for Okerstrom from these performance-based stock options would be nonexistent of Expedia’s share price doesn’t average $200 in the required timeframe, or could be much more lucrative if the stock gets substantially higher than $200 per share. Okerstrom would have seven years to exercise these stock options.

Can Okerstrom Do It?

The progress Okerstrom makes in integrating HomeAway, Trivago’s trajectory, and turning Egencia into an even-bigger corporate travel powerhouse, would have a lot to say on whether the company can hit the $200-per-share mark.

Okerstrom told Skift last week that Expedia is doing budget planning now for 2018, and he left some wiggle room as to whether its HomeAway unit would meet its $350 million earnings before interest, taxes, depreciation and amortization goal for 2018.

Acquisitions, too, wouldn’t hurt — if they go according to plan — in hurtling toward $200 per share. Expedia on Thursday netted $991 million in proceeds in a private placement of senior unsecured notes to be used for general corporate purposes, including paying down debt and acquisitions.

Trivago, the Expedia-controlled hotel metasearch site, lowered its guidance recently, but Okerstrom argued in a Skift interview that this should be viewed as a temporary blip because of Trivago’s bidding-model transition. He pointed out that other transitions, such as when TripAdvisor ended its use of pop-up ads and Google introduced Hotel Price Ads, similarly ran into temporary problems.

Other Details of the New Employment Agreement

Okerstrom’s new employment agreement as CEO also comes with a $1 million annual salary and a yearly discretionary bonus.

In addition to the performance-based stock options, Okerstrom is in line to receive an additional 300,000 service-based stock options that would vest on the first four anniversaries of the grant date, and 25,000 restricted stock units tied to achieving hotel room night or stock-price milestones that vest on September 15, 2021.

Like the performance-based stock options, the exercise price for the service-based awards is $142.13. Both sets of stock options have a seven-year term.

Okerstrom also has performance awards related to his employment agreement with a two-year extension that was negotiated in March 2016. For example, Okerstrom was granted 175,000 stock options if Expedia’s closing price were to average $180 in the six-month or 12-month period leading up to September 30, 2021.

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Tags: ceo pay, expedia, okerstrom

Photo credit: Expedia's new CEO, Mark Okerstrom, would receive a bountiful compensation package if he can lead the company to hitting $200 per share. Expedia

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