ABNB Airbnb Inc

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Our board of directors has nominated Angela Ahrendts, Brian Chesky, and Kenneth Chenault as Class I director nominees for election at the Annual Meeting to hold office until the Annual Meeting of Stockholders to be held in 2024.

Recommendation of Board of Directors

Our board of directors recommends that you vote “FOR” the election of each of Ms. Ahrendts and Messrs. Chesky and Chenault.

Our Board of Directors

Our business and affairs are managed under the direction of our board of directors. The number of directors is fixed by our board of directors, subject to the terms of our restated certificate of incorporation and amended and restated bylaws. Our board of directors currently consists of nine directors. In accordance with our restated certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, a class of directors is elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The term of the Class I director elected at our 2021 annual meeting of stockholders will begin at the meeting and end at our 2024 annual meeting of stockholders, or, if later, when such director’s successor has been elected and has qualified.

The following table provides certain information regarding each of our directors as of April 23, 2021.

Class I Directors

Brian Chesky. Mr. Chesky co-founded our company in 2008 and serves as our Chief Executive Officer and Head of Community. He is also a member of our board of directors. Mr. Chesky received a Bachelor of Fine Arts in Industrial Design from the Rhode Island School of Design. We believe that Mr. Chesky is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our co-founder, Chief Executive Officer, and Head of Community.

Angela Ahrendts. Ms. Ahrendts joined our board of directors in May 2019. Ms. Ahrendts served as Senior Vice President, Retail at Apple Inc. (“Apple”), a publicly-held technology company, from May 2014 to May 2019. Prior to joining Apple, Ms. Ahrendts served as a director and Chief Executive Officer of Burberry plc, a global luxury fashion company, from July 2006 to April 2014. Ms. Ahrendts also previously served as Executive Vice President at Liz Claiborne Inc. and President of Donna Karan International, both then publicly-held global fashion companies. Ms. Ahrendts has served as a director of the Ralph Lauren Corporation, a publicly-held fashion company, since August 2018. Ms. Ahrendts has served as a director of WPP plc, a publicly-held creative transformation company with expertise in communications, experience, commerce and technology, since June 2020. Ms. Ahrendts also serves on non-profits boards, including Saïd Business School at the University of Oxford, The HOW Institute for Society, and Charity: Water. Ms. Ahrendts received a Bachelor of Arts in Marketing and Merchandising from Ball State University. We believe that Ms. Ahrendts is qualified to serve as a member of our board of directors because of her extensive experience advising technology companies and other public companies as both a director and executive.

Kenneth Chenault. Mr. Chenault joined our board of directors in January 2018. Since February 2018, Mr. Chenault serves as Chairman and Managing Director of General Catalyst, a venture capital firm. Mr. Chenault served as Chairman and Chief Executive Officer of American Express Company, a publicly-held diversified financial services company, from April 2001 through January 2018. Prior to that, he held roles of increasing responsibility at American Express Company, including President of the U.S. division of American Express Travel Related Services Company, Inc. in 1993, Vice Chairman of the American Express Company in 1995 and President and Chief Operating Officer in 1997. Mr. Chenault has served on the board of directors of Berkshire Hathaway Inc., a publicly-held multinational conglomerate holding company, since May 2020. Mr. Chenault also served on the board of directors of International Business Machines Corporation, a publicly-held multinational technology company, from October 1998 to February 2019, The Procter & Gamble Company, a publicly-held global consumer goods company, from April 2008 to February 2019, and Facebook, Inc., a publicly-held global technology company, from February 2018 to May 2020. Mr. Chenault received a Bachelor of Arts in history from Bowdoin College and a Juris Doctor from Harvard Law School. We believe that Mr. Chenault is qualified to serve as a member of our board of directors because of his extensive experience advising public companies as both a director and executive.

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Class II Directors

Joseph Gebbia. Mr. Gebbia co-founded our company in 2008 and serves as our Chairman of Samara and Airbnb.org. He is also a member of our board of directors. He leads Samara, our in-house design and innovation studio. Mr. Gebbia received dual degrees in Graphic Design and Industrial Design from the Rhode Island School of Design, where he currently serves on the institution’s Board of Trustees. We believe that Mr. Gebbia is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our co-founder and Chairman of Samara and Airbnb.org.

Jeffrey Jordan. Mr. Jordan joined our board of directors in August 2011. Mr. Jordan serves as the managing partner of Andreessen Horowitz, a venture capital firm, which he joined as a general partner in July 2011. Prior to that, Mr. Jordan served as the Chief Executive Officer of OpenTable, Inc., the online restaurant-reservation service company, from 2007 to 2011. From 2004 to 2006, Mr. Jordan served as President of PayPal, Inc., a digital payments company, which was then owned by eBay, Inc. For five years prior to that, Mr. Jordan served as Senior Vice President and General Manager for eBay North America. From 1998 to 1999, Mr. Jordan served as Chief Financial Officer for Hollywood Entertainment Corporation, a video rental company, and then President of its subsidiary, Reel.com. Previously, Mr. Jordan served in various capacities at The Walt Disney Company for eight years, most recently as Senior Vice President and Chief Financial Officer of the Disney Store Worldwide. Before that he worked for The Boston Consulting Group. Mr. Jordan served as a member of the boards of directors of OpenTable, Inc. from 2007 until 2013, Pinterest, Inc. since 2011, and Accolade, Inc. since 2016. He is a member of the board of directors for several private companies including Maplebear Inc. (d/b/a Instacart) and OfferUp, Inc. Mr. Jordan received a Bachelor of Arts from Amherst College and a Master of Business Administration from the Stanford Graduate School of Business. We believe that Mr. Jordan is qualified to serve as a member of our board of directors because of his significant managerial experience at global technology companies.

Ann Mather. Ms. Mather joined our board of directors in August 2018. From September 1999 to April 2004, Ms. Mather served as Executive Vice President and Chief Financial Officer of Pixar, Inc., a computer animation studio, which was acquired by The Walt Disney Company in May 2006. Ms. Mather has served on the board of directors of Bumble Inc., a social network company, since March 2020, Arista Networks, Inc., a publicly-held computer networking company, since 2013, Alphabet Inc. (the successor issuer to, and parent holding company of, Google, Inc.), a publicly-held global technology company, since 2005, Glu Mobile Inc., a publicly-held publisher of mobile games, since 2005, and Netflix, Inc., a publicly-held global TV and movie streaming company, since 2010. Ms. Mather is an independent trustee to the Dodge & Cox Funds board of trustees. Ms. Mather received a Master of Arts from Cambridge University. We believe that Ms. Mather is qualified to serve as a member of our board of directors because of her extensive experience advising the boards of global technology companies.

Class III Directors

Nathan Blecharczyk. Mr. Blecharczyk co-founded our company in 2008 and serves as our Chief Strategy Officer and Chairman of Airbnb China. He is also a member of our board of directors. Mr. Blecharczyk received a Bachelor of Arts in Computer Science from Harvard University and held several engineering positions before co-founding Airbnb. We believe that Mr. Blecharczyk is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our co-founder and Chief Strategy Officer.

Belinda Johnson. Ms. Johnson served as our Chief Operating Officer from February 2018 through March 2020. Ms. Johnson held several roles at our company since joining in 2011, including General Counsel from December 2011 to July 2015 and Chief Business Affairs and Legal Officer from July 2015 to January 2018. Prior to joining Airbnb, she was Senior Vice President and Deputy General Counsel at Yahoo! Inc., a digital information platform, and served as General Counsel and Corporate Secretary to Broadcast.com, an internet broadcasting company. Ms. Johnson currently serves on the Board of Directors of PayPal Holdings, Inc., a publicly-held technology platform and digital payments company. Ms. Johnson received a Bachelor of Arts and Juris Doctor from the University of Texas. Ms. Johnson joined our board of directors in March 2020. We believe that Ms. Johnson is qualified to serve as a member of our board of directors because of the perspective and experience she brings as our former Chief Operating Officer.

Alfred Lin. Mr. Lin joined our board of directors in November 2012. Since October 2010, Mr. Lin has been a partner at Sequoia Capital Operations LLC (“Sequoia”), a venture capital firm. He represents Sequoia on our board as well as several other privately-held companies, including DoorDash, a food-delivery and local logistics platform, since 2014, and Houzz Inc., an online home designs and furnishings platform, since 2011. From 1996 to 1998, he served as Vice President of Finance and Administration of LinkExchange, a banner advertising exchange acquired by Microsoft Corporation (“Microsoft”). From June 1999 to December 2014, he served as Co-Founder and General Manager at Venture Frogs, LLC, a seed fund that invested in companies such as Ask Jeeves, OpenTable, Inc., Tellme Networks, Inc., and Zappos.com Inc. (“Zappos”). From January 2001 to June 2005, he served as Vice President of Finance and Business Development of Tellme Networks, a voice recognition services and platform company acquired by Microsoft. From January 2005 to December 2010, he served as Chairman of the Board and Chief Operating Officer of Zappos, an online retailer acquired by Amazon.com, Inc. Mr. Lin holds a Bachelor of Arts in Applied Mathematics from Harvard University and a Master of Science in Statistics from Stanford University. We believe that Mr. Lin is qualified to serve as a member of our board of directors because of his extensive experience in the venture capital industry, his business and leadership experience, and his knowledge of scaling technology companies.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Vote Required

Each director is elected by a plurality of the votes cast. Votes withheld and broker non-votes will have no effect.

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CORPORATE GOVERNANCE

Director Independence

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that Messrs. Chenault, Jordan, and Lin and Mmes. Ahrendts and Mather qualify as independent directors in accordance with the Listing Rules (the “Nasdaq Listing Rules”) of The Nasdaq Stock Market LLC (“Nasdaq”). Under the Nasdaq Listing Rules, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. Our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Messrs. Blecharczyk, Chesky, and Gebbia, and Ms. Johnson are not considered independent by virtue of their positions as our executive officers and for Ms. Johnson, former Chief Operating Officer. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Lead Director

Our corporate governance guidelines provide that one of our independent directors will serve as the lead director at any time when the chair of our board of directors is a member of management or is otherwise not independent. Our board of directors has appointed Mr. Chenault to serve as our lead director. As lead director, Mr. Chenault presides over all meetings of the board of directors at which the chair is not present, including any executive sessions of the independent directors, approve board of directors meeting schedules and agendas, and act as the liaison between the independent directors and our Chief Executive Officer and the chair of the board of directors.

Classified Board of Directors

In accordance with our restated certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are divided among the three classes as follows:

We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Leadership Structure of the Board of Directors

Our board of directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. Our amended and restated bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of chairperson of the board of directors and chief executive officer. Our board of directors currently believes that our existing leadership structure, under which our chief executive officer, Mr. Chesky, serves as chairperson of our board of directors and Mr. Chenault serves as lead director, is effective. Our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Role of the Board of Directors in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management and the audit, risk and compliance committee review these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations, or strategies, and present the steps taken by management to mitigate or eliminate such risks.

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Our board of directors administers this oversight function directly, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. While our board of directors is responsible for monitoring and assessing strategic risk exposure, our audit, risk and compliance committee is responsible for overseeing our major financial and operational risk exposures and the steps our management has taken to monitor and control these exposures. The chair of the audit, risk and compliance committee also approves or disapproves any related party transactions, and all such approved transactions must be ratified by the audit, risk and compliance committee during the meetings held at least once during each fiscal quarter. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines. Our leadership development, belonging and compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Meetings of Board of Directors and Attendance

Members of our board of directors are expected to regularly prepare for and attend meetings of the board of directors and committees on which they sit. A director who is unable to attend a meeting of the board of directors or a committee of the board of directors is expected to notify the chairperson of the board of directors or the chairperson of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting. Our board of directors met 17 times during the fiscal year ended December 31, 2020. During 2020, each director attended at least 75% of the aggregate of the total number of Board meetings and committee meetings on which he or she then served. Members of our board of directors are encouraged to attend annual meetings of stockholders; however, we do not maintain a formal policy regarding director attendance at annual meetings.

Committees of the Board of Directors

Our board of directors has established an audit, risk and compliance committee, a leadership development, belonging and compensation committee, a nominating and corporate governance committee, and a stakeholder committee. Our board of directors may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each of our audit, risk and compliance committee, leadership development, belonging and compensation committee, and nominating and corporate governance committee have adopted a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq Listing Rules, which are available on our website at www.airbnb.com.

Audit, Risk and Compliance Committee

Our audit, risk and compliance committee oversees our corporate accounting and financial reporting process as well as reviews our risk management and exposures. Among other matters, the audit, risk and compliance committee:

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Our audit, risk and compliance committee consists of Messrs. Jordan and Lin and Ms. Mather. Our board of directors has determined that all members are independent under the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. The chair of our audit, risk and compliance committee is Ms. Mather. Our board of directors has determined that Ms. Mather is an audit committee financial expert as such term is currently defined in Item 407(d)(5) of Regulation S-K. Our board of directors has also determined that each member of our audit, risk and compliance committee can read and understand fundamental consolidated financial statements, in accordance with applicable requirements.

Prior to our initial public offering, our audit committee met six times during 2020. The audit, risk and compliance committee was established in connection with our initial public offering, which closed in December 2020, and did not meet during 2020.

Leadership Development, Belonging and Compensation Committee

Our leadership development, belonging and compensation committee oversees policies relating to the compensation and benefits of our executive officers and directors, and reviews policies, programs, and initiatives focusing on leadership development and belonging. Among other matters, the leadership development, belonging and compensation committee:

Our leadership development, belonging and compensation committee consists of Ms. Ahrendts and Messrs. Chenault and Lin. Our board of directors has determined that all members are independent under the Nasdaq Listing Rules and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. The chair of our leadership development, belonging and compensation committee is Mr. Lin.

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The leadership development, belonging and compensation committee was established in connection with our initial public offering, which closed in December 2020, and did not meet during 2020.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of our board of directors. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and making recommendations to our board of directors concerning governance matters. Among other matters, the nominating and corporate governance committee:

Our nominating and corporate governance committee consists of Messrs. Chenault and Jordan and Ms. Mather. Our board of directors has determined that all members of the nominating and corporate governance committee are independent under the Nasdaq Listing Rules. The chair of our nominating and corporate governance committee is Mr. Jordan.

The nominating and corporate governance committee was established in connection with our initial public offering, which closed in December 2020, and did not meet during 2020.

Stakeholder Committee

The purpose of the stakeholder committee is to assist our board of directors in considering and monitoring the interests of our key stakeholders, which include guests, hosts, the communities in which we operate, employees, and shareholders. Among other matters, the stakeholder committee:

Our stakeholder committee is advisory in nature. It consists of Messrs. Blecharczyk, Chesky, and Gebbia and Mmes. Ahrendts and Johnson. The chair of our stakeholder committee is Ms. Johnson.

The stakeholder committee was formally established in November 2020 in connection with our initial public offering.

Identifying and Evaluating Director Nominees

Our nominating and corporate governance committee is responsible for identifying individuals qualified to become members of our board of directors and ensuring that our board of directors has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. Our nominating and corporate governance committee, in recommending director candidates for election to our board of directors, and our board of directors, in nominating director candidates, is expected to consider candidates who have a high level of personal and professional integrity, strong ethics and values, and the ability to make mature business judgments. In evaluating director candidates, our nominating and corporate governance committee and the board of directors may also consider the following criteria as well as any other factor that they deem to be relevant:

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Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. Although the nominating and corporate governance committee may consider whether nominees assist in achieving a mix of board members that represents a diversity of background and experience, which is not only limited to race, gender or national origin, we have no formal policy regarding board diversity.

Stockholders may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Airbnb, Inc., 888 Brannan Street, San Francisco, California 94103. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, our nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Nominating Agreement

We and Messrs. Blecharczyk, Chesky, and Gebbia, referred to in this proxy statement as our founders, have entered into a Nominating Agreement, dated November 27, 2020 (“Nominating Agreement”), under which we and the founders are required, upon the terms set forth in the Nominating Agreement, to (i) include our founders in the slate of nominees nominated by our board of directors for the applicable class of directors for election by our stockholders, and (ii) include such nomination of our founders in our proxy statement. In addition, we must use reasonable efforts to, and the founders must take all necessary action to, recommend in favor of each founder’s election as a director, and to solicit proxies or consents in favor of their election. The obligations with respect to each founder will terminate upon the earliest to occur of (1) such founder’s resignation from our board of directors, (2) such founder’s death or disability, (3) such founder’s removal from our board of directors for cause, (4) the expiration of such founder’s term if such founder has given notice of his intention not to stand for re-election, and (5) the date upon which the number of shares of our common stock beneficially owned by such founder falls below ten percent of the number of shares of common stock beneficially owned by such founder as of September 30, 2020. The Nominating Agreement will remain in effect until the earliest of (a) the date on which our and the founders’ obligations have terminated with respect to all of the founders, (b) the time at which all outstanding shares of Class B common stock automatically convert to Class A common stock, and (c) immediately prior to a change of control. The conversion of our Class B common stock to Class A common stock is provided for in our restated certificate of incorporation.

Founder Voting Agreement

Our founders have entered into a Voting Agreement, dated December 4, 2020 (“Founder Voting Agreement”), under which each founder and his affiliated and certain other entities have agreed, upon the terms set forth in the Voting Agreement, to vote their shares for the election of each founder to our board of directors, and to vote against their removal. Pursuant to the Founder Voting Agreement, each founder granted a voting proxy to the other founders to vote such shares in the manner described in the preceding sentence to be effective upon death or disability, and if there are two remaining founders who are not disabled, such voting proxy will be apportioned between such founders based on their relative voting power. The Founder Voting Agreement will be in effect until: (i) with respect to each founder, upon the conversion of such founder’s shares to Class A common stock in connection with his death or disability (which will occur automatically upon the nine month anniversary of any such death or disability), and (ii) with respect to all founders, the time at which all outstanding shares of Class B common stock automatically convert to Class A common stock. The conversion of our Class B common stock to Class A common stock is provided for in our restated certificate of incorporation.

Leadership Development, Belonging and Compensation Committee Interlocks and Insider Participation

During 2020, Ms. Ahrendts and Messrs. Chenault and Lin served as members of our leadership development, belonging and compensation committee. None of the members of the leadership development, belonging and compensation committee is currently, or has been at any time, one of our executive officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or on our leadership development, belonging and compensation committee.

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Airbnb Code of Ethics and Related Policies

We have adopted a written code of ethics that applies to all of our directors, officers, and employees, including those officers responsible for financial reporting. The full text of our code of ethics is posted on our website at https://investors.airbnb.com under “Governance”. Any substantive amendment to, or waiver of, a provision of the code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions will be disclosed on our website. Information contained on, or that can be accessed through, our website does not constitute part of this proxy statement.

In addition to our code of ethics, we currently maintain the following related policies: conflict of interest policy; whistleblower policy; anti-bribery and corruption policy; insider trading policy; and global harassment, bullying, discrimination  & retaliation prevention policy.

Data Protection and Privacy

We take a variety of technical and organizational security measures and other procedures and protocols to protect data, including data pertaining to hosts, guests, employees, and other users. Our privacy principles and the full text of our privacy policy are available on our website at www.airbnb.com. Information contained on, or that can be accessed through, our website does not constitute part of this proxy statement.

Company Policies Regarding Hedging and Pledging

Executive officers, members of the board of directors, employees and independent contractors may not directly or indirectly engage in transactions intended to hedge or offset the market value of Airbnb stock owned by them. In addition, pledging of Airbnb stock by executive officers and members of the board of directors as collateral for loans and investments is prohibited absent approval by the board of directors and in no event shall such pledge exceed 5% of the outstanding shares of company securities held by such officer or director and such loan exceed an aggregate amount of $30 million. In addition, in no event may any pledge occur before the 18-month anniversary of the closing of our initial public offering.

Communications with our Board of Directors

Stockholders wishing to communicate with our board of directors should send correspondence to the attention of our Secretary, Airbnb, Inc., 888 Brannan Street, San Francisco, CA 94103, and should include with the correspondence evidence that the sender of the communication is one of our stockholders. Satisfactory evidence would include, for example, contemporaneous correspondence from a brokerage firm indicating the identity of the stockholder and the number of shares held. Our Secretary or Assistant Secretary will review correspondence confirmed to be from stockholders in conjunction with the Chairperson of the board of directors, who will decide whether or not to forward the correspondence or a summary of the correspondence to the full board of directors or a committee thereof. Our Secretary or Assistant Secretary and the Chairperson of our board of directors will review all stockholder correspondence, but the decision to relay that correspondence to the full board of directors or a committee thereof will rest entirely within the discretion of the Chairperson.

* Messrs. Chesky, Gebbia and Blecharczyk are members of our board of directors. See “Proposal No. 1—Election of Directors—Director Biographies” for more information about Messrs. Chesky, Gebbia and Blecharczyk.

Dave Stephenson. Mr. Stephenson has served as our Chief Financial Officer since January 2019. Prior to joining Airbnb, Mr. Stephenson spent 17 years at Amazon.com, Inc. (“Amazon”), a publicly-held global technology company, where he was most recently Vice President and Chief Financial Officer of their Worldwide Consumer Organization from June 2015 to December 2018. Before that, from September 2013 to June 2015, Mr. Stephenson was the Chief Financial Officer of Amazon’s International Consumer business and led finance across many areas of the company. Mr. Stephenson served as President and Chief Financial Officer of Big Fish Games, Inc., a gaming company, from September 2011 to September 2013. Mr. Stephenson received a Bachelor of Science in Industrial and Management Engineering from Montana State University and a Master of Business Administration from the University of Iowa.

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Aristotle Balogh. Mr. Balogh has served as our Chief Technology Officer since November 2018. Prior to joining Airbnb, Mr. Balogh was Vice President of Engineering at Alphabet Inc. (formerly known as Google, Inc.), a publicly-held global technology company, from June 2011 to November 2018, where he was most notably responsible for the data and serving systems behind Google Search. Prior to that, from February 2008 to July 2010, Mr. Balogh served as Executive Vice President and Chief Technology Officer of Yahoo! Inc., a digital information platform. Mr. Balogh received a Bachelor of Science in Electrical Engineering and Computer Science and a Master of Science in Engineering in Electrical and Computer Engineering from Johns Hopkins University.

Catherine Powell. Ms. Powell has served as our Global Head of Hosting since July 2020 and previously served as our Head of Experiences since January 2020. Prior to joining Airbnb, Ms. Powell spent 15 years at the Walt Disney Company (“Disney”) where she held multiple roles from June 2004 to December 2019, including President, Disney Park Western Region from March 2018 to December 2019 and Présidente, Disneyland Paris from July 2016 to December 2018. Prior to joining Disney, Ms. Powell worked for BBC Worldwide in various roles from January 1997 to June 2004. Ms. Powell received a Master in Arts in Philosophy, Politics, Economics from Oxford University.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

This section explains the guiding principles and practices upon which our executive compensation program is based and the compensation paid to our “named executive officers” in 2020.

For 2020, our named executive officers were:

Ms. Powell joined the Company effective January  29, 2020.

Executive Summary

Business Context

2020 was a year when nearly everything changed—the way we live, the way we work, and the way we travel. We changed as well. We started the year preparing for our initial public offering, only to put it on hold as the world went into lockdown and global travel came to a standstill.

COVID-19 had a severe impact on the travel industry and our business in 2020. When borders closed and travel stopped, our business declined by nearly 80% (on a gross bookings value basis, prior to cancellations and alterations). However, our asset-light business model proved to be resilient and inherently adaptable.

After months of being stuck inside their homes, people were yearning to connect with their loved ones in a safe way. They decided to get in their cars and visit places nearby, often staying in small towns and rural communities. Because we have millions of Hosts who offer nearly all types of homes and experiences around the world, we were able to adapt to the new use cases guests wanted—from working remotely from another home, to taking extended trips with family and friends.

Our business started to recover faster than anyone expected. With millions of guests booking stays closer to home, domestic travel quickly rebounded on Airbnb worldwide. The speed and scale of our recovery in 2020 shows that as the world changes, our model is able to adapt.

We made many difficult decisions, including reducing the size of our workforce during 2020. We also made a number of changes to our executive compensation program, as summarized more below. Through it all, we stayed true to our core principles and became a stronger company as a result.

CEO Compensation

In November 2020, our board of directors, in consultation with its compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), designed a new compensation program for Mr. Chesky, whom it considered critical to retain and incentivize in light of his sustained and unparalleled leadership since the inception of Airbnb. Under the new program, the board of directors reduced Mr. Chesky’s base salary from $110,000 to $1 and set his target bonus at $0, per Mr. Chesky’s preference. In addition, the board of directors granted Mr. Chesky a multi-year equity award comprised of 12 million RSUs (the “Multi-Year Award”).

CEO Compensation Design Objectives:

Commitment to Stakeholders

In designing the compensation program for Mr. Chesky, our board of directors was cognizant of Mr. Chesky’s intention to contribute shares of our common stock worth over $100 million to support the Host Endowment Fund and to donate the net proceeds from the Multi-Year Award to community, philanthropic and charitable causes.

Calibration Against Competitive Market

Our board of directors intended for the Multi-Year Award to be the exclusive equity award that Mr. Chesky receives through the 10th anniversary of the date of grant. The size of the Multi-Year Award, which has a grant-date fair value of approximately $120.0 million and implied yearly earnings potential of approximately $12.0 million per year over the ten years the Multi-Year Award is eligible to vest, was determined in consideration of the median annualized long-term incentive values from the most recent competitive peer group study of approximately $19 million per year. As noted above, Mr. Chesky intends to donate the net proceeds from this award to community, philanthropic and charitable causes.

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Significant Stretch Hurdles

The Multi-Year Award is structured so that meaningful value may only be realized upon the achievement of sustained and significant high-performance levels. The award is divided into ten tranches that are eligible to vest based on the achievement of stock price goals measured based on the average of our stock price over a 60 trading day trailing average during the performance period. Each tranche will vest on the later of the applicable Vesting Eligibility Date set forth in the table below, or, starting on the first anniversary of the date of grant, the date such average stock price exceeds the stock price hurdle, subject to Mr. Chesky’s continued employment as our chief executive officer.

Focus on Sustained Results

As described above, the Multi-Year Award will only vest, if at all, in the event the price of our Class A common stock reaches a 60-day average that exceeds the stock price hurdles stated above, over a period of ten years, subject to Mr. Chesky’s continued employment as our chief executive officer. Other than an amount necessary to cover taxes, shares underlying the RSUs will not be issued until two years after the RSUs vest. Any RSUs subject to the Multi-Year Award that have not vested by the tenth anniversary of the grant date will be forfeited.

Treatment upon Termination or Acquisition

In the event of Mr. Chesky’s employment is terminated by the company without “cause” or by him for “good reason,” (each as defined in Mr. Chesky’s offer letter), the Multi-Year Award will remain outstanding and eligible to vest for six months following the date of termination. In addition, in the event of an acquisition of the company, stock price performance for purposes of the Multi-Year Award will be measured based on the price per share to be received by securityholders in connection with the acquisition, using linear interpolation if the price is between tranches, and any amount for which the stock price hurdle has not been met will be forfeited. If assumed by the acquirer, any tranches, or portion of a tranche, for which the stock price hurdle has been met will remain eligible to vest subject to Mr. Chesky’s continued service to the company or the acquirer, provided that any tranches for which the stock price hurdle has been met will vest in full upon Mr. Chesky’s termination without cause or resignation for good reason within 12 months following the acquisition. If not assumed by an acquirer, vesting would be accelerated for any tranches for which the stock price hurdle has been met.

Executive Compensation Philosophy and Objectives

We believe that for us to be successful we must hire and retain executives that can continue to drive global growth in our business, operate with a holistic perspective in the service of all stakeholders, and create a highly creative, inclusive environment. Our executive compensation programs are designed to motivate, reward, attract, and retain high-caliber leaders and seek to align compensation with our stakeholder priorities and company performance. In 2020, our board of directors engaged Semler Brossy to formalize a set of principles to guide our compensation program design and decisions, summarized as follows:

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Compensation and Governance Practices

We have established a number of policies and practices, listed below, to align the program with these principles and establish strong compensation governance:

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Determination of Compensation

Role of the board of directors and leadership development, belonging and compensation committee. Historically, our board of directors has been responsible for overseeing all aspects of our executive compensation programs, including executive salaries, payouts under our semi-annual bonus plan, the size and structure of equity awards, and any executive perquisites. The board of directors also discusses and makes decisions with regards to our Chief Executive Officer’s compensation. Following our initial public offering in December 2020, the leadership development, belonging and compensation committee (the “LDBCC”) oversees our executive compensation program, and our board of directors is responsible for determining the compensation of our Chief Executive Officer based on the evaluation and recommendation of the LDBCC.

Role of compensation consultant. The LDBCC has, and prior to our initial public offering, the board of directors had, the authority to engage its own advisors to assist in carrying out its responsibilities. In 2020, Semler Brossy provided guidance regarding the amount and types of compensation that we provide to our executives, how our compensation practices compare to the compensation practices of other companies, including with respect to a peer group of companies developed in consultation with Semler Brossy, and other compensation-related matters. Semler Brossy reports directly to the LDBCC, and prior to our initial public offering, reported to our board of directors, although Semler Brossy may meet with members of management for the purposes of gathering information on proposals that management may make to the board of directors. Semler Brossy does not provide any services to us other than the services relating to executive and director compensation.

Role of management. In setting compensation for 2020, our Chief Executive Officer and Vice President of Global Employee Experience worked closely with the board of directors in managing our executive compensation program and attended board of directors meetings. Our Chief Executive Officer made recommendations to the board of directors regarding compensation for our executive officers (other than himself) because of his daily involvement with our executive team. No executive officer participated directly in the final deliberations or determinations regarding their own compensation package.

Use of comparative market data. For 2020, the board of directors assessed the competitiveness of each element of the executive officers’ total direct compensation, against the executive pay peer group, as discussed below.

While the board of directors did not establish compensation levels solely based on a review of competitive data, it believes such data is a meaningful input to our compensation policies and practices in order to attract and retain qualified executive officers. The board of directors also considered a number of other factors, including: company performance relative to our stakeholder priorities, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership, and internal equity pay considerations.

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In developing this peer group, the board of directors took into account a number of factors, including:

After considering the above factors, our board of directors used the following primary peer group for 2020 compensation decisions:

The 2020 peer group reflected the following changes from our 2019 peer group, which were aimed at ensuring the group continued to reflect the broader talent market and the evolving competitive landscape:

As a secondary reference, the board of directors also reviewed a broader peer group that includes the primary peers above in addition to Alphabet, Amazon, Apple, Facebook, and Microsoft. These five technology bellwether companies are clear and demonstrated talent competitors and we believe it is important to also review their compensation practices. However, the board of directors did not include these five companies in the primary peer group given their outsized scale.

For 2021 pay decisions, our compensation consultants presented to our LDBCC a revised compensation peer group. This peer group included the following changes aimed at ensuring the group continued to reflect the broader talent market and the evolving competitive landscape:

The LDBCC will also continue to review a broader peer group that includes Alphabet, Amazon, Apple, Facebook and Microsoft based on their role as competitors for talent.

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In addition, our named executive officers are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. We also provide certain limited severance benefits, limited perquisites, and other benefits, which aid in attracting and retaining executive talent. Each of these elements of compensation for 2020 is described further below.

Base Salary

The base salary of each named executive officer, other than Mr. Chesky, is intended to align with the scope and complexity of their roles, their relative capabilities, and competitive market realities. Historically, our board of directors has reviewed, and going forward, the LDBCC will review, the base salaries of our executive officers annually and may adjust them to reflect market conditions or other factors.

At the beginning of 2020, it was determined by the board of directors to not increase the base salaries for our continuing named executive officers. Ms. Powell’s base salary was established in connection with her commencement of employment in 2020 and reflected arms’ length negotiations with her and the consideration of competitive market data by our board of directors. The base salaries of our named executive officers were set as follows:

In response to the challenges to our business resulting from the COVID-19 pandemic in 2020, Messrs. Chesky, Gebbia and Blecharczyk declined any salary, and the salaries for our other named executive officers were voluntarily reduced by 50%, effective April 1, 2020 through September 30, 2020.

As discussed in the ‘Founder Compensation Changes’ section above, Mr. Chesky requested, and the board of directors approved, a base salary of $1 per year upon the approval of the Multi-Year Award in November 2020.

Cash Incentive Compensation

Approach to Short-Term Cash Incentives

Airbnb’s short-term cash incentive plan (the “Bonus Plan”) has been designed to attract and retain key talent and reward executives based on performance against key strategic priorities. Our philosophy is to cover performance beyond company financial performance and include broader operational priorities.

For 2020, upon Mr. Chesky’s request and in light of his holdings of our common stock, our board of directors determined that Mr. Chesky would not participate in the Bonus Plan, and it is intended that he will not be a participant in the Bonus Plan going forward. All of our other named executive officers participated in the Bonus Plan.

Target bonus levels remained the same for Messrs. Stephenson, Gebbia and Blecharczyk in 2020 as compared to 2019. Ms. Powell’s target bonus was established in connection with her commencement of employment in January 2020 and reflected arms’ length negotiations with her and the consideration of competitive market data by our board of directors. The 2020 target bonuses for our named executive officers as a percentage of base salary were as follows:

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In early 2020, we developed a Bonus Plan structure that would more comprehensively and directly reflect our view of Airbnb as a 21^st Century company and while uncommon, we think it better balances the interests of all our stakeholders than more traditional approaches. Over time, we believe it will deliver strong value to all stakeholders. However, due to the outbreak of COVID-19, we eliminated the Bonus Plan for all executives and employees for the first half of 2020.

We resumed the Bonus Plan in the second half of 2020 as the business started to stabilize. The board of directors determined to separate the program into distinct Q3 and Q4 performance periods due to the continued market uncertainty. The program was funded based on the board of directors’ assessment of continued recovery, financial performance, as well as performance against our core stakeholder priorities. Payouts under each of the performance periods were determined based on the product of: (i) 25% of the named executive officer’s annual base salary; (ii) his or her target annual bonus percentage; (iii) a company performance multiplier; and (iv) as applicable, a proration percentage reflecting the number of days the named executive officer was actively employed during the performance period.

Going forward, the company is committed to directly tying short-term cash incentive payouts to priorities across all stakeholders and ensuring strong alignment with our strategy and mission.

Q3 2020 Bonus Plan    

Our business demonstrated strong performance in the second half of 2020, following the key strategic initiatives put in place during the first half of the year. Management exhibited strong execution in responding to the COVID crisis. In addition, there was strong achievement against stakeholder commitments including supporting communities. Following consideration of the foregoing achievements, as well as the broader contributions of our employees, including our executives, the board of directors determined to fund 100% for the Q3 plan.

Q4 2020 Bonus Plan    

The Q4 2020 performance period measured objectives that the board of directors believed were clear drivers of company performance and align with our focus on continued long-term value creation for all of our stakeholders. The board of directors used the same structure for all bonus participants, including our participating named executive officers, to focus the company on a common set of performance objectives. Payouts for our named executive officers were based on our board of directors’ assessment of our strategic priorities and their relative importance for such performance period, taking into account relevant factors at the time, including then-current company strategy, performance and business environment.

Specifically, the board of directors considered three priority areas when determining payouts for the Q4 2020 bonus:

Together, the three priority areas demonstrate alignment with each of our five stakeholders: hosts, guests, communities, employees, and shareholders. While our board of directors did not establish specific performance goals at the beginning of Q4 2020 in light of the continued market uncertainty, it considered our specific achievements under each priority area during the quarter in assessing our overall achievement, as illustrated in the table below.

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As a result of such assessment, the board of directors approved a bonus payout of 100% of target for the Q4 bonus plan.

Hiring Bonus    

In connection with her commencement of employment in 2020, Ms. Powell received a one-time cash hiring bonus in an aggregate amount of $400,000. 50% of the hiring bonus was paid following her employment commencement date, and 50% of her hiring bonus was paid in 2021 shortly after the first anniversary of her employment commencement date. In the event of Ms. Powell’s termination of employment for any reason other than by the company without Cause or her resignation for Good Reason (each, as defined in her offer letter) prior to January 29, 2021, Ms. Powell would have been obligated to repay a pro rata portion of the first installment of the hiring bonus, and in the event of her termination of employment for any reason other than by the company without Cause or his resignation for Good Reason prior to January 29, 2022, she will be obligated to repay a pro rata portion of the second installment of the hiring bonus.

Equity Compensation

Equity compensation reinforces the importance of a long-term, ownership orientation, creates alignment with our stakeholders, and promotes retention. Equity-based compensation is the most significant portion of compensation for our named executive officers.

We grant a mix of stock options and RSUs to our executives. For our ongoing annual awards, the named executive officers (other than Mr. Chesky) receive 50% stock options and 50% RSUs. Stock options only provide value to executives when the stock price increases. We believe that stock price growth will only happen in a meaningful and sustained way if we are successful in creating value across all of our core stakeholders. Their 10-year term further promotes a long-term orientation. Our stock options generally vest over four years, subject to continued service.

Our RSUs granted prior to our initial public offering generally have both service-based and liquidity-based vesting conditions. The service-based vesting period for these awards is typically four years with quarterly vesting over the four-year period, subject to continued service. The liquidity-based vesting condition was satisfied upon our initial public offering in December 2020. Going forward as a public company, the liquidity condition will no longer apply to new RSU awards.

2020 Equity Grants

Due to a number of factors, including the impact of COVID-19 and the expectation of our initial public offering, our equity grant approach was unique for 2020 and included the following:

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Dave Stephenson and Catherine Powell – 2020 Annual Equity Grants

In 2020, we granted Mr. Stephenson and Ms. Powell each an equity award. Ms. Powell was not initially eligible to receive an annual equity award; however, the board determined to also grant her an annual equity grant in order to reflect her strong performance and additional responsibilities to lead hosting. The size of such grants were set by our board of directors following consideration of a number factors set forth in the subsection titled “ — Determination of Compensation” above, as well as our Chief Executive Officer’s recommendations. The annual grants were delayed from March 2020 to July and August 2020, and grant sizes were determined based on the fair market value of our common stock on the date the grants would otherwise have been made in March to align with grants delivered to our broader population of employees, which was higher than the fair market value of our common stock in July. Specifically, while the fair market value of our stock at the time of grant was $35.81, the actual exercise price and conversion price was equal to the fair market value from March of $40.18. This resulted in smaller grants being made to our named executive officers when compared to the grant sizes that would have been awarded using our historical methodology.

On July 7, 2020, we granted 99,554, and 80,888 RSUs to Mr. Stephenson and Ms. Powell, respectively, that vest based on the satisfaction of both a service-based vesting condition and a liquidity-based vesting condition. The service-based vesting condition for the RSUs granted is satisfied as to 1/16th of the RSUs on each quarterly anniversary of February 25, 2020, subject to the executive’s continued service with us, and the liquidity-based vesting condition was satisfied in connection with our initial public offering. On August 8, 2020, we granted options to purchase 248,886 and 202,220 shares of our Class B common stock to Mr. Stephenson and Ms. Powell, respectively. The option awards have an exercise price of $40.18 and vest in 48 substantially equal monthly installments measured from February 25, 2020, in each case, subject to continued service through each applicable vesting date.

Dave Stephenson and Catherine Powell – Additional Equity Grants

We also granted Mr. Stephenson and Ms. Powell equity awards outside of the annual cycle. We granted Mr. Stephenson an award of 27,926 RSUs to recognize his performance leading up to the initial public offering in November 2020. The RSUs vest as to 1/16th of the total number of RSUs on each quarterly anniversary of November 25, 2020, subject to his continued service with us.

We granted Ms. Powell a new-hire equity award of 75,788 RSUs and an option to purchase 151,578 shares of our Class B common stock in February 2020 in connection with her commencement of employment in January 2020. The RSUs vest based on the satisfaction of both a service-based vesting condition and liquidity-based vesting condition. The service-based vesting condition for the RSUs was satisfied as to 1/4th of the RSUs on February 25, 2021, and will be satisfied as to 1/16th of the RSUs on each quarterly anniversary thereafter, subject to her continued service with us. The liquidity-based vesting condition for the RSUs was satisfied in connection with our initial public offering. The option vests as to 40% of the shares subject to the option on January 29, 2021, and as to 1/36th of the remaining shares subject to the option on each monthly anniversary thereafter, subject to Ms. Powell’s continued service with us.

Brian Chesky

In November 2020, the board of directors approved the Multi-Year Award to Mr. Chesky intended to cover a ten year period. See section “-CEO Compensation” for more detail.

Joseph Gebbia and Nathan Blecharczyk

As in the case of Mr. Chesky, our board of directors believes that the leadership of Messrs. Gebbia and Blecharczyk from the founding of the company has been critical to the company’s success, and it believes it is similarly important to continue to retain and motivate each of them. In addition, Messrs. Gebbia and Blecharczyk were last granted equity awards in 2014 that finished vesting in 2017. Given these factors, in November 2020, the board of directors approved an “annual award” and a “gap equity award” of RSUs and options to both Messrs. Gebbia and Blecharczyk.

The annual award granted to each executive covered 74,664 RSUs and options to purchase 186,660 shares of our Class A common stock and was intended to approximate the annual grant the executives otherwise would have received in 2020. The annual RSU award vests in 16 substantially equal quarterly installments measured from February 25, 2020, and the annual option award vests in 48 substantially equal monthly installments measured from February 25, 2020, in each case, subject to continued employment through each applicable vesting date, consistent with standard time-based vesting for the company’s 2020 annual grants. While our board of directors determined that the fair market value of our common stock on the date of grant was $35.81, each annual option award was granted with a greater than fair market exercise price equal to $40.18 per share, consistent with the exercise price of similar options granted to our executives earlier in 2020.

The gap award granted to each executive covered 223,401 RSUs and options to purchase 558,503 shares of our Class A common stock and was intended to address the gap in vesting and retention value from the lack of equity award grants since 2014. The gap RSU award vests in 16 substantially equal quarterly installments measured from November 25, 2020, and the gap option

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award vests in 48 substantially equal monthly installments measured from November 25, 2020, in each case, subject to continued service, as either an employee or member of our board of directors, through each applicable vesting date. Each gap option award was also granted with a greater than fair market exercise price equal to $40.18 per share.

Settlement in Class A Common Stock

Prior to our initial public offering, except as described above with respect to certain grants made in November 2020, we generally granted equity awards covering shares of our Class B common stock. In connection with the initial public offering of our Class A common stock, our board of directors amended outstanding equity awards granted under our 2008 Equity Incentive Plan and 2018 Equity Incentive Plan so that such awards would settle in shares of Class A common stock instead of Class B common stock in connection with and after the initial public offering, excluding the stock options held by individuals holding at least 1% of our outstanding capital stock. Where references are made to options to purchase Class B common stock or RSUs settling in Class B common stock in this “Compensation Discussion and Analysis,” they refer to our historical practice of granting equity awards that settle in shares of Class B common stock.

Perquisites and Other Benefits

We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, with the exception of the benefits below, we do not generally provide perquisites to our executive officers.

As a result of Mr. Chesky’s high profile as the Chief Executive Officer of Airbnb and the global footprint of the business, we engaged a third-party consulting firm to perform an assessment of Mr. Chesky’s security risks. Consistent with such assessment, we maintain a security program pursuant to which we pay for costs related to security for Mr. Chesky during certain hours at his personal residence and during certain personal travel, including the use of a leased car and a driver, who also acts as security detail for Mr. Chesky. Since limited aspects of this program provide direct and indirect benefits to Mr. Chesky personally and despite the overarching business purpose of the program, the costs of this program attributable to security at his personal residence or during personal travel are reported in our “2020 Summary Compensation Table” below as “All Other Compensation” for Mr. Chesky.

In connection with his commencement of employment, we also agreed to provide certain travel reimbursements to Mr. Stephenson. In addition, he will be eligible to receive reimbursement for reasonable relocation expenses at the time of his relocation to the San Francisco Bay Area.

We also agreed to provide Ms. Powell a one-time temporary housing allowance of $60,000 in connection with her commencement of employment, which will be payable at the time she relocates to the San Francisco Bay Area.

All employees, including our named executive officers, are provided an employee travel coupon up to $500 at the beginning of each calendar quarter, as well as an additional amount intended to serve as a tax gross-up on the value of the travel coupon.

We may also pay filing fees incurred by our executives under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on their behalf from time to time.

Tax Gross-Ups. We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our company, other than nominal amounts provided to all employees in connection with the employee travel coupon, as described above.

Health and Welfare and Retirement Benefits

Health/Welfare Plans. All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:

401(k) Plan. We currently maintain a 401(k) retirement savings plan for our U.S. employees, including our named executive officers, who satisfy certain eligibility requirements. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan, and making fully vested matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

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Severance Benefits

We are party to offer letters with each of our named executive officers, which in certain cases, provide for limited severance benefits and payments upon qualifying terminations. A description of these arrangements is set forth under the subsection titled “ — Employment Agreements” below, and information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2020, is set forth in the subsection titled “ — Potential Payments Upon Termination or Change in Control” below.

Company Policies Regarding Hedging and Pledging

Executive officers, members of the board of directors, employees and independent contractors may not directly or indirectly engage in transactions intended to hedge or offset the market value of Airbnb stock owned by them. In addition, pledging of Airbnb stock by executive officers and members of the board of directors as collateral for loans and investments is prohibited absent approval by the board of directors and in no event shall such pledge exceed 5% of the outstanding shares of company securities held by such officer or director and such loan exceed an aggregate amount of $30 million. In addition, in no event may any pledge occur before the 18-month anniversary of the closing of our initial public offering.

Clawback Policy

We have adopted a clawback policy that applies to our Chief Executive Officer, each other executive officer and certain other key employees. The policy applies in the event our publicly disclosed financial statements are required to be restated as a result of fraudulent or willful misconduct and provides the LDBCC or the board of directors with the discretion to recover cash incentives, equity awards or other compensation of at-fault employees.

Executive Stock Ownership Policy

We have also adopted a stock ownership policy that applies to our Chief Executive Officer, each other executive officer and certain other key employees. Employees covered by the policy are required to hold a number of shares of common stock equal to: (i) for our Chief Executive Officer, ten times his annual base salary and (ii) for each other executive officer and key employee, five times their annual base salary. Under the policy, until a covered employee has reached the minimum ownership guideline, 50% of the shares acquired pursuant to company equity awards (net of taxes) must be held by such employee.

Tax and Accounting Considerations

As a general matter, our board of directors reviews and considers the various tax and accounting implications of compensation programs we utilize.

Deductibility of Executive Compensation. Section 162(m) of the Code denies a publicly-traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer, and the next three highly compensated executive officers. However, we believe that maintaining the discretion to provide compensation that is non-deductible allows us to provide compensation tailored to the needs of our company and our named executive officers and is an important part of our responsibilities and benefits our stockholders.

Accounting for Stock-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based awards made to employees and directors, including stock options and RSUs, based on the grant-date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.

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