Business Context and Reporting Period
This Form 8-K Current Report was filed by Expedia Group, Inc. on April 17, 2026, with the earliest event reported on that date. The filing addresses significant executive leadership changes within the company's finance function.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
Material Changes
- Departure of CFO: Scott Schenkel agreed to step down as Chief Financial Officer, effective May 11, 2026. The departure is not the result of any disagreement regarding operations, policies, or accounting practices.
- Appointment of CFO: Derek Andersen was appointed as the new Chief Financial Officer, succeeding Mr. Schenkel on May 11, 2026.
Guidance, Outlook, and Management Commentary
The filing details the compensatory arrangements for the new CFO, Derek Andersen, under an at-will employment agreement with Expedia, Inc. (a wholly owned subsidiary):
- Base Salary: $1,000,000 annually.
- Signing Bonus: Aggregate cash bonus of $2,500,000, paid in installments over two years ($500k, $500k, $500k, and $1,000k).
- Relocation Assistance: Monthly housing allowance of $30,000 for up to 13 months; reimbursement for up to three round-trip family journeys; and home sale assistance up to $325,000 (subject to clawback if terminated for cause or resignation without good reason within three years).
- Severance: In the event of a "Qualifying Termination" (without cause or for good reason), the agreement provides 12 months of salary continuation (offset by new employment earnings), acceleration of equity vesting for the 12-month period following termination, COBRA premium coverage, and payment of any unpaid signing bonus.
- Equity Incentives: An initial grant of Restricted Stock Units (RSUs) valued at $17,000,000, vesting over four years. Additionally, Mr. Andersen is eligible for annual equity awards with a target value of $10,000,000.
- Restrictive Covenants: A 12-month non-compete and non-solicitation period following termination (excluding California).
Investor Verification Checklist
- Verify the effective date of the CFO transition (May 11, 2026) and the interim financial leadership arrangement.
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "cause" and "good reason" regarding severance and clawback provisions.
- Monitor the vesting schedule of the $17,000,000 initial RSU grant and the impact on future dilution.
- Confirm the timeline for Mr. Andersen's relocation to the Seattle headquarters (no later than July 2027).