Booking Holdings Inc. filed SEC Form 8-K: Leadership Update
$BKNG
Transportation Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 2, 2026
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 2, 2026, Booking Holdings Inc. (the "Company") announced that it has appointed Caroline Sullivan as its Senior Vice President, Chief Accounting Officer, and Controller effective as of April 29, 2026. Ms. Sullivan, age 57, served as Vice President, Procurement and Real Estate of Elevance Health, a health insurance company, from June 2025 to March 2026. Prior to this, Ms. Sullivan was Senior Vice President, Chief Accounting Officer and Corporate Controller at Moody's Corporation, a global risk assessment firm, from December 2018 to March 2025. Ms. Sullivan also served as Global Banking Controller of Bank of America from 2017 to 2018. Earlier in her career, she held various finance positions with Morgan Stanley and Allied Irish Bank. Ms. Sullivan began her career at Ernst and Young and is a Certified Public Accountant.
In connection with Ms. Sullivan's appointment, she and the Company entered into an employment agreement with, among others, the following terms:
•an initial annual base salary of $525,000;
•a target annual bonus of 75% of base salary;
•a grant of restricted stock units ("RSUs") expected to be made in May 2026 with a grant date fair value of $1,000,000;
•a grant of performance share units ("PSUs") expected to be made in March 2027 with a grant date fair value at target of $1,000,000;
•a new hire grant of RSUs expected to be made in May 2026 with a grant date fair value of $1,000,000;
•a signing bonus of $300,000; and
•in the event of her termination without cause, subject to the execution of a release of claims, severance benefits including payments equal to one times her base salary and target annual bonus, a pro-rated portion of any earned bonus for the year of termination if employment is terminated after June 30 of the then current year, health benefits for a period of 12 months, and any earned bonus for a prior completed year that has not yet been paid.
Ms. Sullivan's RSUs and new hire RSUs will each vest in three equal annual installments on each of the first three anniversaries of the grant date, subject to her continuous service from the date of grant until the vesting date, with pro rata vesting upon a termination without cause or due to disability, and full vesting upon a termination due to death. Ms. Sullivan's PSU award will vest subject to such service and performance-based vesting provisions generally consistent with those applicable to similarly-situated executives who receive PSU grants in 2027. The awards will be subject to the terms of the respective award agreements for awards under the Company’s 1999 Omnibus Plan.
In connection with Ms. Sullivan's appointment, the Company and Ms. Sullivan have also entered into a Non-Competition and Non-Solicitation Agreement and an Employee Confidentiality and Assignment Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BOOKING HOLDINGS INC. | |||||||||||
| By: | /s/ Ewout L. Steenbergen | ||||||||||
| Name: | Ewout L. Steenbergen | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
Date: April 2, 2026