v3.25.1
Stock Based Awards (Tables)
 3 Months Ended
Mar. 31, 2025
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Amount of Stock-Based Compensation Expense Related to Income Tax Benefit

The following table presents the amount of stock-based compensation expense and the related income tax benefit included in our unaudited condensed consolidated statements of operations during the periods presented:

 

 

Three months ended

 

 

 

March 31,

 

 

 

2025

 

 

2024

 

 

 

(in millions)

 

Total stock-based compensation

$

28

 

 

$

28

 

Income tax benefit from stock-based compensation

 

(5

)

 

 

(5

)

   Total stock-based compensation, net of tax effect

$

23

 

 

$

23

 

 
Summary of Stock Option Activity

A summary of our stock option activity, consisting of service-based non-qualified stock options, is presented below:

 

 

 

 

 

Weighted

 

 

Weighted

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

 

 

 

 

 

 

 

 

Exercise

 

 

Remaining

 

 

Aggregate

 

 

 

Options

 

 

Price Per

 

 

Contractual

 

 

Intrinsic

 

 

 

Outstanding

 

 

Share

 

 

Life

 

 

Value

 

 

 

(in thousands)

 

 

 

 

 

(in years)

 

 

(in millions)

 

Options outstanding at December 31, 2024

 

 

2,190

 

 

$

31.57

 

 

 

 

 

 

Canceled or expired

 

 

(70

)

 

 

56.22

 

 

 

 

 

 

Options outstanding at March 31, 2025

 

 

2,120

 

 

$

30.76

 

 

 

5.1

 

 

$

—

 

Exercisable as of March 31, 2025

 

 

1,735

 

 

$

32.99

 

 

 

4.6

 

 

$

—

 

Vested and expected to vest after March 31, 2025 (1)

 

 

2,120

 

 

$

30.76

 

 

 

5.1

 

 

$

—

 

 

(1)
The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore does not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.
Summary of RSU Activity

A summary of our RSUs activity, consisting of service-based vesting terms, is presented below:

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

Grant-

 

 

Aggregate

 

 

 

RSUs

 

 

Date Fair

 

 

Intrinsic

 

 

 

Outstanding

 

 

Value Per Share

 

 

Value

 

 

 

(in thousands)

 

 

 

 

 

(in millions)

 

Unvested RSUs outstanding as of December 31, 2024

 

 

11,605

 

 

$

23.47

 

 

 

 

Granted

 

 

6,284

 

 

 

14.95

 

 

 

 

Vested and released (1)

 

 

(1,937

)

 

 

26.20

 

 

 

 

Canceled

 

 

(669

)

 

 

23.20

 

 

 

 

Unvested RSUs outstanding as of March 31, 2025 (2)

 

 

15,283

 

 

$

19.64

 

 

$

217

 

 

(1)
Inclusive of approximately 434,000 RSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Shares which could have been issued in connection with the vesting of RSUs but were instead withheld under net share settlement remain in the authorized but unissued pool under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan (the “2023 Plan”) and can be reissued by the Company under the 2023 Plan. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.
(2)
The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore does not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.
PSUs and MSUs  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Summary of RSU Activity

A summary of our performance-based RSUs ("PSUs") and market-based RSUs (“MSUs”) activity is presented below:

 

 

PSUs (1)

 

 

MSUs (2)

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

Grant-

 

 

Aggregate

 

 

 

 

 

Grant-

 

 

Aggregate

 

 

 

 

 

 

Date Fair

 

 

Intrinsic

 

 

 

 

 

Date Fair

 

 

Intrinsic

 

 

 

Outstanding

 

 

Value Per Share

 

 

Value

 

 

Outstanding

 

 

Value Per Share

 

 

Value

 

 

 

(in thousands)

 

 

 

 

 

(in millions)

 

 

(in thousands)

 

 

 

 

 

(in millions)

 

Unvested and outstanding as of December 31, 2024

 

 

982

 

 

$

23.28

 

 

 

 

 

 

491

 

 

$

10.53

 

 

 

 

Granted

 

 

932

 

 

 

14.92

 

 

 

 

 

 

 

―

 

 

 

―

 

 

 

Vested and released (3)

 

 

(190

)

 

 

18.49

 

 

 

 

 

 

 

―

 

 

 

―

 

 

 

Canceled

 

 

(62

)

 

 

19.85

 

 

 

 

 

 

 

―

 

 

 

―

 

 

 

Unvested and outstanding as of March 31, 2025

 

 

1,662

 

 

$

19.27

 

 

$

24

 

 

 

491

 

 

$

10.53

 

 

$

7

 

 

(1)
PSUs generally vest in two equal annual installments on December 31 in the first and second years following the grant date, based on the extent to which the Company achieves certain financial metrics relative to targets established by the Company’s Compensation and Section 16 Committees of its Board of Directors (jointly, the “Compensation Committee”). The estimated grant-date fair value of PSUs are measured based on the quoted price of our common stock at the date of grant, calculated upon the establishment of performance targets, and amortized on a straight-line basis over the requisite service period. Based upon actual attainment relative to the target financial metrics, employees have the ability to receive up to 200% of the target number originally granted, or to be issued none at all. Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications, if any.
(2)
MSUs shall vest three years from grant date, generally with 25% vesting if the weighted-average stock price over a 30-day trading period during the vesting period is equal to or greater than $35.00 but less than $45.00, 50% vesting if equal to or greater than $45.00 but less than $55.00, and 100% vesting if equal to or greater than $55.00, subject to continuous employment with, or performance of services for, the Company. A Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices, was used to calculate the grant-date fair value of our MSU awards. The estimated grant-date fair value of these awards is amortized on a straight-line basis over the requisite service period and is not adjusted based on the actual number of awards that ultimately vest.
(3)
Inclusive of approximately 81,000 PSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Shares which could have been issued in connection with the vesting of PSUs but were instead withheld under net share settlement remain in the authorized but unissued pool under the 2023 Plan and can be reissued by the Company under the 2023 Plan. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.