Booking Holdings (NASDAQ: BKNG) hires Caroline Sullivan as chief accounting officer
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Booking Holdings Inc. appointed Caroline Sullivan as Senior Vice President, Chief Accounting Officer, and Controller, effective April 29, 2026. She previously held senior finance and controller roles at Elevance Health, Moody's Corporation, Bank of America, Morgan Stanley, Allied Irish Bank, and began her career at Ernst & Young.
Her employment terms include a $525,000 initial annual base salary, a target annual bonus equal to 75% of base salary, a $1,000,000 RSU grant in May 2026, a $1,000,000 PSU grant at target in March 2027, and a $1,000,000 new hire RSU grant in May 2026, plus a $300,000 signing bonus. Severance for termination without cause includes one times base salary and target bonus, potential pro-rated or prior-year bonuses, and 12 months of health benefits, with specified vesting treatment for RSUs and PSUs.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Base salary: $525,000 per year
Target annual bonus: 75% of base salary
RSU grant 2026: $1,000,000 fair value
+5 more
8 metrics
Base salary
$525,000 per year
Initial annual base salary for Caroline Sullivan
Target annual bonus
75% of base salary
Target cash incentive opportunity
RSU grant 2026
$1,000,000 fair value
RSUs expected May 2026 under compensation package
PSU grant 2027
$1,000,000 fair value at target
PSUs expected March 2027 for performance-based award
New hire RSU grant
$1,000,000 fair value
Additional RSUs expected May 2026 as new hire grant
Signing bonus
$300,000
Cash signing bonus for Caroline Sullivan
Severance multiple
1x salary and target bonus
Severance on termination without cause
Health benefits continuation
12 months
Health benefits period after qualifying termination
Key Terms
restricted stock units ("RSUs"), performance share units ("PSUs"), Non-Competition and Non-Solicitation Agreement, Employee Confidentiality and Assignment Agreement, +2 more
6 terms
restricted stock units ("RSUs") financial
"a grant of restricted stock units ("RSUs") expected to be made in May 2026"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Non-Competition and Non-Solicitation Agreement regulatory
"have also entered into a Non-Competition and Non-Solicitation Agreement"
Employee Confidentiality and Assignment Agreement regulatory
"and an Employee Confidentiality and Assignment Agreement"
1999 Omnibus Plan financial
"subject to the terms of the respective award agreements for awards under the Company’s 1999 Omnibus Plan"
severance benefits financial
"severance benefits including payments equal to one times her base salary and target annual bonus"
FAQ
What executive change did Booking Holdings (BKNG) announce in this Form 8-K?
Booking Holdings appointed Caroline Sullivan as Senior Vice President, Chief Accounting Officer, and Controller effective April 29, 2026. The filing outlines her prior experience at Elevance Health, Moody's, Bank of America, Morgan Stanley, Allied Irish Bank, and Ernst & Young.
What is the compensation package for Booking Holdings (BKNG) new Chief Accounting Officer?
Caroline Sullivan will receive a $525,000 annual base salary, a target bonus of 75% of base salary, three equity awards each with $1,000,000 grant date fair value, and a $300,000 cash signing bonus under her employment agreement.
What equity awards will Caroline Sullivan receive from Booking Holdings (BKNG)?
She is expected to receive RSUs with a $1,000,000 grant date fair value in May 2026, PSUs with a $1,000,000 target grant date fair value in March 2027, and an additional new hire RSU grant of $1,000,000 in May 2026.
How do Caroline Sullivan’s RSUs and PSUs vest at Booking Holdings (BKNG)?
Her RSUs and new hire RSUs vest in three equal annual installments over three years, with pro rata vesting if terminated without cause or due to disability, and full vesting upon death. PSUs vest under service and performance conditions consistent with similar 2027 grants.
What severance protections does Booking Holdings (BKNG) provide to Caroline Sullivan?
If terminated without cause, she is eligible for severance equal to one times base salary and target bonus, certain pro-rated or prior-year bonuses, 12 months of health benefits, and specified vesting treatment of equity awards, subject to signing a release.
What restrictive covenants apply to Booking Holdings (BKNG) executive Caroline Sullivan?
In connection with her appointment, she entered into a Non-Competition and Non-Solicitation Agreement and an Employee Confidentiality and Assignment Agreement, adding post-employment and confidentiality obligations alongside her compensation and equity terms.