Global Business Travel Group, Inc.GBTG
Global Business Travel Group, Inc. Stock Compensation Disclosure
Equity-Based Compensation
Management Incentive Plan
The table below presents the activity of the Company's stock options, granted under Global Business Travel Group, Inc. Management Incentive Plan (the “GBTG MIP”), for the year ended December 31, 2024:
Number of stock options | Weighted average exercise price per stock option | Weighted average remaining contractual term (in years) | Aggregate intrinsic value (in $ millions) | |||||||||||||||||||||||
| Balance as of December 31, 2023 | 19,589,907 | $ | 6.99 | |||||||||||||||||||||||
Exercised | (6,251,516) | $ | 5.86 | |||||||||||||||||||||||
| Balance as of December 31, 2024 | 13,338,391 | $ | 7.52 | |||||||||||||||||||||||
| Exercisable as of December 31, 2024 | 13,338,391 | $ | 7.52 | 2.9 | $ | 28 | ||||||||||||||||||||
Total shares withheld to cover the stock option costs and taxes were 2,089,662 shares and were based on the value of the shares on their respective exercise dates. Total payment for the employees’ tax obligations to taxing authorities was $2 million of which the entire amount was paid during the year ended December 31, 2024 and is reflected as a financing activity within the consolidated statements of cash flows.
The fair value of GBTG Options were determined utilizing Black-Scholes model. There were no stock options granted in 2024, 2023 or 2022.
2022 Equity Incentive Plan
The Company has Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) under which, a maximum of 47,870,291 shares of Common Stock are available for issuance which is also the maximum number of shares that may be issued in respect of incentive stock options (“Share Reserve”). Under the 2022 Plan, GBTG may issue options, stock appreciation rights, restricted and performance stock, restricted stock units or performance stock units, or other awards that are payable in, or valued in, in whole or part by reference to GBTG shares. The 2022 Share Reserve will also be increased by the number of shares underlying the portion of an award granted under the GBTG MIP that is cancelled, terminated or forfeited or lapses after the effective date of the 2022 Plan. Shares issued by GBTG in connection with the assumption or substitution of outstanding grants or under certain stockholder approved plans from an acquired company will not reduce the number of shares available for awards under the 2022 Plan. Shares underlying the portion of an award that is forfeited or otherwise terminated for any reason whatsoever, in any case, without the issuance of shares, will be added back to the number of shares available for grant under the 2022 Plan. Shares issued under the 2022 Plan may, at the election of the board of directors of GBTG (the “GBTG Board”), be (i) authorized but previously unissued or (ii) previously issued and outstanding and reacquired by GBTG.
During the year ended December 31, 2024, the Company granted 12 million RSUs under the 2022 Plan to certain of its key employees and directors (who are deemed as employees of the Company solely for purposes of stock compensation accounting). The RSUs generally vest one-third annually or on such dates as determined under the award agreement. The vesting is conditional upon continued employment of the grantee through the applicable vesting period and subject to such other terms and conditions as set forth in the applicable restricted stock unit award agreement. The RSUs do not accrue dividends or dividend equivalent right associated with the underlying stock.
The table below presents the activity of the Company’s RSUs granted under the 2022 Plan for the year ended December 31, 2024:
| (in $ millions) | Number of RSUs | Weighted average grant date fair value | ||||||||||||
| Balance as of December 31, 2023 | 24,435,324 | $ | 6.86 | |||||||||||
| Granted | 12,364,527 | $ | 5.54 | |||||||||||
| Forfeited | (986,226) | $ | 6.38 | |||||||||||
Vested | (10,402,715) | $ | 7.02 | |||||||||||
| Balance as of December 31, 2024 | 25,410,910 | $ | 6.17 | |||||||||||
The RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. A total of 4,191,532 shares were withheld and were based on the value of the RSUs on their respective vesting dates as determined by the Company's closing stock price. Total employees’ tax obligations to taxing authorities was $26 million of which the entire amount was paid during the year ended December 31, 2024 and is reflected as a financing activity within the consolidated statements of cash flows.
The fair value of RSUs is determined to be the market price of Common Stock at the date of grant. The weighted average grant-date fair value of the RSUs granted in 2023 and 2022 was $6.63 and $7.56 per RSU, respectively.
Earnout Shares
During 2022, in connection with the Business Combination, the Company granted certain earnout shares to its employees (see note 17 – Earnout Derivative Liabilities). The earnout shares granted to employees are linked to the original vesting conditions of stock options granted prior to December 2021. As a result, the Company accounted for such earnout shares as stock-based compensation expense. See note 22 – Fair Value Measurements for discussion on the fair value of earnout shares granted to employees.
Employee Stock Purchase Plan
In May 2022, GBTG stockholders approved the Global Business Travel Group, Inc. Employee Stock Purchase Plan (the “ESPP”) under which a maximum of 11,068,989 shares of Common Stock (the “ Initial ESPP Reserve”) are initially available for purchase under the ESPP.
The ESPP allows eligible employees to purchase shares of Common Stock through payroll deductions of up to 15% of their eligible compensation. Under the ESPP, there are two six-month offering periods - from February 15 through August 14 and August 15 through February 14 of each year. The price of the Common Stock purchased under the ESPP is 85% of the fair market value of Common Stock on the end date of each six-month offering period. On January 1 of each year during which the ESPP is in effect, the number of shares of Common Stock available for purchase under the ESPP will be automatically increased by the lesser of (x) the Initial ESPP Reserve, (y) 1% of the number of shares of all classes of common stock outstanding as of the immediately preceding December 31 (calculated on a fully diluted basis) and (z) such lesser number of shares as the GBTG Board may determine.
As of December 31, 2024, there were 8.9 million shares available for issuance under the ESPP. During the year ended December 31, 2024, 1,437,375 shares were issued under the ESPP.
Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 amount to $77 million, $75 million and $39 million, respectively, ($60 million, $57 million and $31 million after considering the tax impact) and were included as follows:
Year ended December 31, | ||||||||||||||||||||
| (in $ millions) | 2024 | 2023 | 2022 | |||||||||||||||||
| Cost of revenue (excluding depreciation and amortization) | $ | 4 | $ | 4 | $ | 2 | ||||||||||||||
| Sales and marketing | 20 | 28 | 14 | |||||||||||||||||
| Technology and content | 20 | 16 | 8 | |||||||||||||||||
| General and administrative | 33 | 27 | 15 | |||||||||||||||||
| Total | $ | 77 | $ | 75 | $ | 39 | ||||||||||||||
As of December 31, 2024, the Company expects compensation expense, related to unvested RSUs of approximately $92 million to be recognized over the remaining weighted average period of 2 years. As of December 31, 2024, there are no unvested stock options remaining.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.