BKNG Booking Holdings Inc

By Drew FitzGerald 

Priceline Group Inc.'s ousted chief executive took a 32% cut to his annual compensation after fellow directors decided in February not to pay him a cash bonus as they investigated a relationship they later deemed inappropriate.

Darren Huston, who had been the online travel agent's CEO since 2014, resigned this week after the company found he violated Priceline's code of conduct.

The Priceline board opened an investigation earlier this year after a tip from a whistleblower about Mr. Huston's relationship with a woman at the company, according to a person familiar with the matter.

Mr. Huston received $15 million in total compensation for 2015, including a $865,000 salary and stock awards worth $14 million. The previous year he received compensation of $22 million, including a $7 million cash bonus and $14 million stock award.

"The sole factor in determining not to award Mr. Huston a 2015 bonus was his conduct involving the employee," according to Priceline's proxy statement filed late Thursday. Other top executives at the company received 2015 cash bonuses in February that were equal to the previous year's payments, according to the proxy.

Under the terms of his separation agreement, Mr. Huston won't receive any severance payments and agreed to forfeit more than $13 million in equity awards. Priceline did hasten the vesting of other equity awards worth about $33.8 million on Thursday, according to an analysis by executive-pay specialist Mark Reilly.

Priceline said the probe determined the employee was "not under his direct supervision," but that the CEO's activities were "inconsistent with the Board's expectations for executive conduct, which Mr. Huston acknowledged and for which he expressed regret."

Mr. Huston, who is married and was based in the Netherlands, declined to comment Thursday. He also resigned from the Priceline board. The board has launched a search for a replacement and appointed company chairman and former CEO Jeffery Boyd, 59 years old, as interim chief executive.

"While unplanned, I consider it a great privilege to lead this organization," Mr. Boyd said in the proxy filing.

Write to Drew FitzGerald at andrew.fitzgerald@wsj.com

(END) Dow Jones Newswires

April 30, 2016 02:48 ET (06:48 GMT)

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