Booking Holdings management check
BKNG · Consumer Discretionary · Hotels, Resorts & Cruise Lines · CEO Mr. Fogel
Filings as of
5 good · 1 to watch · 0 flagged, across the seven questions below.
- Good
Have owners done well?
Beat its chosen peers$100 invested at the start of fiscal 2021 grew to $244, against $138 for the peer group the company picked itself.
- Watch
Does pay follow performance?
Pay only loosely tracked returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of 0.40 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Good
What does the CEO cost owners?
0.7% of net income$35.4m of reported pay in fiscal 2025, against $5.4bn of net income.
- n/a
Do they own the stock?
No recent CEO filingLight activity: no buys, $27.7m sold in six months. 26 of 26 sales ran on pre-arranged 10b5-1 plans.
- Good
Are owners being diluted?
Share count shrinkingDiluted shares changed -5.5% a year over the last three fiscal years. Stock-based pay was 2.3% of revenue in the latest year.
- Good
Is leadership stable?
9 leadership filings in 3 yearsCEO in the pay table: Mr. Fogel. 9 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2021.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Consumer Discretionary.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 100 | 70 | |
| Pay for performance | 70 | 79 | |
| CEO cost | 65 | 44 | |
| Skin in the game | — | — | 36 |
| Dilution | 100 | 74 | |
| Stable leadership | 80 | 80 | |
| Clean books | 100 | 100 |
Closest peers
Others in Hotels, Resorts & Cruise Lines, by management score. Booking Holdings is 3rd of 47 in its sector.
Pay versus performance
From the proxy statement filed April 21, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | Mr. Fogel | $35.4m | $64.8m | $9.9m | $244 | $138 | $5.4bn |
| 2024 | Mr. Fogel | $44.8m | $126.4m | $11.7m | $225 | $115 | $5.9bn |
| 2023 | Mr. Fogel | $46.7m | $139.5m | $15.4m | $159 | $87 | $4.3bn |
| 2022 | Mr. Fogel | $31.5m | $32.4m | $9.3m | $90 | $59 | $3.1bn |
| 2021 | Mr. Fogel | $55.1m | $78.2m | $14.3m | $108 | $98 | $1.2bn |
The board says pay is tied most to Revenue. Its other key measures: Compensation EBITDA, Absolute Total Stockholder Return, Relative Total Stockholder Return.
Insiders and the CEO's stake
Light activity: no buys, $27.7m sold in six months. 26 of 26 sales ran on pre-arranged 10b5-1 plans.
- SoldPeter J MillonesEXECUTIVE VP, GENERAL COUNSEL · 10b5-1 plan$20.6mAug 17, 2026
- SoldEwout L SteenbergenCHIEF FINANCIAL OFFICER · 10b5-1 plan$4.2mAug 12, 2026
- SoldRobert J Jr MylodDirector · 10b5-1 plan$1.4mSep 1, 2026
- SoldPaulo PisanoCHIEF HUMAN RESOURCES OFFICER · 10b5-1 plan$1.1mOct 15, 2026
Leadership and governance on file
- Apr 2, 2026Leadership change8-K 5.02
- Apr 1, 2026Leadership change8-K 5.02
- Sep 19, 2025Leadership change8-K 5.02
- Apr 22, 2025Leadership change8-K 5.02
- Dec 18, 2024Leadership change8-K 5.02
- Apr 5, 2024Leadership change8-K 5.02
- Jan 19, 2024Leadership change8-K 5.02
- Dec 13, 2023Leadership change8-K 5.02
- Oct 24, 2023Leadership change8-K 5.02
- Apr 24, 2023Leadership change8-K 5.02
- Apr 11, 2023Leadership change8-K 5.02
- Feb 23, 2023Leadership change8-K 5.02
Latest shareholder vote results: Jun 2, 2026, including the say-on-pay vote.
Where the money went
Over 2021–2025: $32.5bn returned to owners in buybacks and dividends, 164% of net income, and $2.5bn of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $11.0bn | $17.1bn | $21.4bn | $23.7bn | $26.9bn |
| Net income | $1.2bn | $3.1bn | $4.3bn | $5.9bn | $5.4bn |
| Stock-based pay | $370.0m | $404.0m | $530.0m | $599.0m | $613.0m |
| Buybacks | $163.0m | $6.6bn | $10.4bn | $6.5bn | $6.4bn |
| Dividends | — | $0 | $0 | $1.2bn | $1.2bn |
| Diluted shares | 41m | 40m | 37m | 34m | 33m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.