DEF 14A

DEF 14A 1 d278253ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Airbnb, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

AIRBNB, INC.

888 Brannan Street

San Francisco, CA 94103

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 1, 2022

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders of Airbnb, Inc. (the “Annual Meeting”) will be held on June 1, 2022, at 10:00 a.m., Pacific Daylight Time, virtually via a live webcast. Please visit www.proxydocs.com/ABNB and enter your control number included in your Notice Regarding the Availability of Proxy Materials, on the instructions accompanying your proxy materials, or on your proxy card for details on how to attend the Annual Meeting. At the Annual Meeting, stockholders will consider and vote on the following matters:

1.	To elect Amrita Ahuja, Joseph Gebbia and Jeffrey Jordan as Class II Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified;

2.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

3.	To approve, on an advisory (non-binding) basis, the compensation of our named executive officers.

The stockholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation or adjournment thereof.

Stockholders of record at the close of business on April 8, 2022 are entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation, or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting and will be open to the examination of any stockholder of the Company during the whole time of the meeting.

Your vote is very important to us, and it is important to us that your shares are represented regardless of the number of shares you may hold. Whether you choose to participate in the Annual Meeting online or not, you can be sure your shares are represented at the meeting if you are a stockholder of record by promptly voting electronically over the Internet or via the toll-free telephone number provided, or, if you request to receive paper copies of these materials by mail, by returning your completed proxy card in the pre-addressed, postage-paid return envelope. If your shares are held in street name, you may return your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time before it is exercised, such that submitting your proxy now will not prevent you from voting your shares at the Annual Meeting. The proxy is solicited by the board of directors of Airbnb, Inc.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

Our proxy materials, including the Proxy Statement for the Annual Meeting and Annual Report on Form 10-K for the fiscal year ended December 31, 2021, are being made available on our website at https://investors.airbnb.com, as well as at the following website: www.proxydocs.com/ABNB. We are providing access to our proxy materials over the Internet under the rules adopted by the U.S. Securities and Exchange Commission.

By Order of the Board of Directors,

Brian Chesky

Chairperson of the Board of Directors

Chief Executive Officer

April 22, 2022

TABLE OF CONTENTS


PROXY STATEMENT			1

2022 Annual Meeting of Stockholders			1
Registering for and Attending the Annual Meeting			1
Proxy Materials are Available on the Internet			2
Householding Procedures			2
Inspector of Election			2
Proxy Solicitation Costs			2
Quorum for the Annual Meeting			3
Voting			3
How to Vote			3
How to Revoke or Change your Vote			4
Uninstructed Shares			4
Proposals to be Submitted to Stockholders			5
Vote Required to Approve a Proposal			5
Abstentions			5
Broker-Non Votes			5
Confidentiality of Votes			6
Matters for Inclusion in the Proxy Materials for the 2023 Annual Meeting of Stockholders			6
Director Nominations for the 2023 Annual Meeting of Stockholders			6
Matters for Consideration at the 2023 Annual Meeting of Stockholders, but not for Inclusion in the Proxy Materials			6

PROPOSAL NO. 1 — ELECTION OF DIRECTORS			7

Recommendation of Board of Directors			7
Our Board of Directors			7
Director Biographies			7
Family Relationships			9
Vote Required			9

CORPORATE GOVERNANCE			10

Director Independence			10
Lead Director			10
Classified Board of Directors			10
Leadership Structure of the Board of Directors			10
Role of the Board of Directors in Risk Oversight Process			11
Meetings of Board of Directors and Attendance			11
Committees of the Board of Directors			11
Serving our Stakeholders			15
Identifying and Evaluating Director Nominees			15
Board Diversity			16
Nominating Agreement			16
Founder Voting Agreement			17
Leadership Development, Belonging and Compensation Committee Interlocks and Insider Participation			17
Airbnb Code of Ethics and Related Policies			17
Data Protection and Privacy			17
Company Policies Regarding Hedging and Pledging			18
Communications with our Board of Directors			18
Our Executive Officers			18

PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			20

Recommendation of Board of Directors			20
Principal Accountant Fees and Services			20


Pre-Approval Policies and Procedures			20
Report of the Audit, Risk and Compliance Committee			20
Vote Required			21

PROPOSAL NO. 3—APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY VOTE”)			22

Background			22
Recommendation of Board of Directors			22
Vote Required			22

COMPENSATION DISCUSSION AND ANALYSIS			23

Overview			23
Executive Summary			23
Executive Compensation Philosophy and Objectives			24
Compensation and Governance Practices			25
Determination of Compensation			26
Elements of Our Executive Compensation Program			27
Report of the Leadership Development, Belonging and Compensation Committee			33

EXECUTIVE COMPENSATION TABLES			34

EQUITY COMPENSATION PLAN INFORMATION			43

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			45

Investors’ Rights Agreement			45
Nominating Agreement			45
Indemnification Agreements			45
Employment Arrangement with an Immediate Family Member of Our Director			45
Asset Purchase Agreement			45
Policies and Procedures for Related Party Transactions			46

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			47

OTHER MATTERS			51

Delinquent Section 16(a) Reports			51
Annual Report on Form 10-K			51
Other Business			51

LOGO

AIRBNB, INC.

888 Brannan Street

San Francisco, CA 94103

PROXY STATEMENT

2022 Annual Meeting of Stockholders

Date: June 1, 2022

Time: 10:00 a.m. Pacific Daylight Time

Place: 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually via a live webcast – please visit www.proxydocs.com/ABNB for more details. To attend the Annual Meeting, you must register in advance at www.proxydocs.com/ABNB. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting and you will have the ability to submit questions. Please be sure to follow the instructions found on the Notice Regarding the Availability of Proxy Materials (the “Notice of Internet Availability”), proxy card and/or voting instruction card and subsequent instructions that will be delivered to you via email.

The Record Date for the Annual Meeting is April 8, 2022. Only stockholders of record as of the close of business on this date, or holders of a valid proxy, are entitled to notice of and to vote at the Annual Meeting and any postponement, continuation, or adjournment thereof.

On or about April 22, 2022, we expect to mail to stockholders entitled to vote the Notice of Internet Availability containing instructions on how to access our Proxy Statement for the Annual Meeting and our Annual Report on Form 10-K for the year ended December 31, 2021.

If you requested printed versions by mail, your printed proxy materials also include the proxy card or voting instruction form for the Annual Meeting.

In this proxy statement, “Airbnb,” “Company,” “our,” “us,” and “we,” refer to Airbnb, Inc.

Registering for and Attending the Annual Meeting

We look forward to welcoming our stockholders to the Annual Meeting. In light of the ongoing COVID-19 pandemic and due to public health concerns, we are holding a virtual Annual Meeting to provide our stockholders the opportunity to access and experience the Annual Meeting in a consistent and convenient manner across the globe. We believe hosting the Annual Meeting virtually is essential for the protection of our stockholders, employees, directors, and management. Moreover, we also believe a virtual meeting will reduce the environmental impact associated with hosting an in-person meeting. We have designed the virtual meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to vote and ask questions during the meeting through the virtual meeting platform.

To attend the Annual Meeting, you must register in advance at www.proxydocs.com/ABNB. You will need the unique control number included in your proxy materials to register for the Annual Meeting. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting and you will have the ability to submit questions. Please be sure to follow the instructions found on the Notice of Internet Availability, proxy card and/or voting instruction card and subsequent instructions that will be delivered to you via email. If you do not comply with the procedures outlined above, you may not be admitted to the virtual annual meeting.

Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting so that you may log in and test the computer audio system. Attendance at the virtual Annual Meeting is subject to capacity limits set by the virtual platform provider. Any recording of the Annual Meeting will not be allowed, including audio and video recording or photography; however, a replay of our Annual Meeting will be available for viewing following the meeting at our Investor Relations website at https://investors.airbnb.com.

We highly encourage you to vote your shares in advance using one of the methods described in this proxy statement to ensure that your vote will be represented at the Annual Meeting even if you do plan to attend the Annual Meeting. We will have in place rules of conduct for the meeting and request the respectful conduct of all attendees at the Annual Meeting.

Our intent is to answer as many stockholder-submitted questions as time permits, so long as those questions comply with the rules of conduct. We may combine or group together substantially similar questions to avoid repetition. We reserve the right to edit profanity or other inappropriate language, as well as exclude questions that are not pertinent to meeting matters or Company business.

Proxy Materials are Available on the Internet

Airbnb uses the internet as the primary means of furnishing proxy materials to stockholders. We are sending a Notice of Internet Availability to our stockholders with instructions on how to access the proxy materials online or request a printed copy of the materials.

Stockholders may follow the instructions in the Notice of Internet Availability to elect to receive any future proxy materials in print by mail or electronically by email. We highly encourage stockholders to take advantage of the availability of the proxy materials online as it is more convenient, helps reduce the environmental impact of this and future annual meetings, and would reduce Airbnb’s printing and mailing costs. Airbnb proxy materials are also available at https://investors.airbnb.com.

Householding Procedures

Airbnb has adopted “householding” procedures. Under these householding procedures, Airbnb will deliver one single copy of the Notice of Internet Availability and, if printed versions are requested by mail, this proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2021 to multiple stockholders who share the same address. This procedure will greatly reduce the environmental impact of our annual meetings and reduces Airbnb’s printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards. Upon written or oral request, Airbnb will promptly deliver a separate copy of the Notice of Internet Availability and, if printed versions are requested by mail, copies of this proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2021 to any stockholder that elects not to participate in householding.

You may email, call, or write to Airbnb at the following email address, phone number, or physical address to request and receive, free of charge, a separate copy of the Notice of Internet Availability, this proxy statement or the Annual Report on Form 10-K for the year ended December 31, 2021, or separate copies of any future notices, proxy statements, or annual reports:

Airbnb, Inc.

Investor Relations

888 Brannan Street

San Francisco, CA 94103

Phone: (415) 510-4027

Email: ir@airbnb.com

We encourage you to contact the bank, broker, or other organization that holds your shares to elect into the householding procedures if you are receiving more than one copy of the proxy materials at a single address.

Inspector of Election

A representative of Mediant Communications will serve as the inspector of election during the Annual Meeting.

Proxy Solicitation Costs

We pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. In addition, we may reimburse banks, brokers, and other custodians, nominees, and fiduciaries representing beneficial owners of shares for their expenses in forwarding solicitation

materials to such beneficial owners. Proxies may be solicited by certain of our directors, officers, and employees, personally or by mail, telephone, facsimile, email, or other means of communication (electronic or otherwise). No additional compensation will be paid for such services.

Quorum for the Annual Meeting

The holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established at the Annual Meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at the Annual Meeting, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to recess the meeting or adjourn the meeting from time to time.

As such, your shares will be counted for purposes of determining if there is a quorum if:

•

You are entitled to vote and you are present virtually at the Annual Meeting; or

•

You have properly voted by proxy prior to the meeting online, by phone, or by mail.

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.

Voting

Each share of Airbnb’s Class A common stock is entitled to one vote on each matter, each share of Class B common stock is entitled to twenty votes on each matter, and each share of Class C or Class H common stock is entitled to no votes on each matter. Stockholders do not have cumulative voting rights. Only “stockholders of record” as of the close of business on the Record Date, or holders of a valid proxy, are entitled to vote at the Annual Meeting. As of the Record Date, there were 382,630,686 shares of Airbnb’s Class A common stock issued and outstanding and 253,812,149 shares of Airbnb’s Class B common stock issued and outstanding. “Beneficial owners of shares held in street name” as of the Record Date can vote using the methods described below.

A list of the names of stockholders entitled to vote at the Annual Meeting will be available to stockholders for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting. Please contact our Assistant Secretary, c/o Airbnb, Inc., 888 Brannan Street, San Francisco, California 94103, if you wish to examine the list prior to the Annual Meeting. The stockholder list will also be available during the virtual Annual Meeting for examination by any stockholder.

Stockholders of Record. You are a stockholder of record with respect to your shares if your shares are registered directly in your name with Airbnb’s transfer agent, Computershare Trust Company, N.A.

Beneficial Owners of Shares Held in Street Name. If your shares are held in an account at a bank, broker, or other organization, then you are the “beneficial owner of shares held in street name.” As a beneficial owner, you have the right to instruct the person or organization holding your shares how to vote your shares. Most individual stockholders are beneficial owners of shares held in street name.

How to Vote

There are four ways to vote:

•

Online Prior to the Annual Meeting. You may vote by proxy by visiting www.proxydocs.com/ABNB and entering the unique control number found in your Notice of Internet Availability. Availability of online voting may depend on the voting procedures of the organization that holds your shares.

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Online During the Annual Meeting. To attend the Annual Meeting, you must register in advance at www.proxydocs.com/ABNB. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to

access the meeting and vote during the meeting, and you will have the ability to submit questions. The Annual Meeting will begin promptly at 10:00 a.m. Pacific Daylight Time, and access will open approximately 15 minutes prior to the start of the Annual Meeting so that you may log in and test the computer audio. You may call the number provided in your email you receive approximately one hour prior to the start of the meeting if you experience technical difficulties during the check-in process or during the meeting. If you hold your shares through a broker, bank or other nominee (that is, in street name), you may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.

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Phone. You will receive a proxy card or voting instruction form by mail if you requested printed copies of the proxy materials, and you may vote by proxy by calling the toll-free number found on the card or form. The availability of phone voting may depend on the voting procedures of the organization that holds your shares.

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Mail. You will receive a proxy card or voting instruction form by mail if you requested printed copies of the proxy materials, and you may vote by proxy by filling out the card or form and returning it in the envelope provided.

All shares represented by valid proxies received prior to the vote at the Annual Meeting will be voted in accordance with the stockholders instructions and choice with respect to any matter to be acted upon. We highly encourage you to vote your shares in advance online, by phone, or by mail to ensure that your vote will be represented at the Annual Meeting, even if you plan to attend the Annual Meeting.

How to Revoke or Change your Vote

You may revoke your proxy and change your vote at any time before the vote is formally held during the Annual Meeting.

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Online Prior to the Annual Meeting. You may change your vote using the online voting method described above, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted.

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Online During the Annual Meeting. You may change your vote by attending the Annual Meeting virtually and voting at the Annual Meeting. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

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Phone. You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to the Annual Meeting will be counted.

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Mail. You may revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, in which case only your latest proxy card or voting instruction form received prior to the Annual Meeting will be counted.

Uninstructed Shares

Stockholders of Record. If you are a stockholder of record and you:

•

Indicate when voting online or by phone that you wish to vote as recommended by the board of directors; or

•

Sign and return a proxy card without giving specific voting instructions,

then the persons named as proxy holders by the Company, Brian Chesky, Dave Stephenson and Rich Baer, will vote your shares in the manner recommended by the board of directors on all matters presented in this Proxy Statement and as they may determine in their best judgment with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the bank or broker that holds your shares with specific voting

instructions, then such broker may generally vote your shares in their discretion on “routine” matters, but cannot vote on “non-routine” matters. The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm is a routine matter – all other proposals to be voted on at the Annual Meeting are non-routine matters. A “broker non-vote” will occur when these shares are not voted with respect to a particular proposal because the broker does not receive voting instructions from you and does not have discretionary voting power over those shares.

Proposals to be Submitted to Stockholders

At the Annual Meeting, stockholders will consider and vote on the following matters:

1. To elect Amrita Ahuja, Joseph Gebbia and Jeffrey Jordan as Class II Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified;

2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

3. To approve, on an advisory (non-binding) basis, the compensation of our named executive officers (“Say-on-Pay Vote”).

The stockholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation or adjournment thereof.

Vote Required to Approve a Proposal


Proposal	Votes Required	Effect of Votes Withheld / Abstentions and Broker Non-Votes

Proposal 1 – Election of Directors	The plurality of the votes cast. Stockholders will be given the choice to vote “FOR” or “WITHHOLD” votes for each nominee. Thus, the three nominees receiving the highest number of votes “FOR” their election will be elected.	Votes withheld and broker non-votes will have no effect.

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm	The affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes).	Abstentions will have no effect. We do not expect any broker non-votes on this proposal.

Proposal 3 – Say-on-Pay Vote	The affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes).	Abstentions and broker non-votes will have no effect.

Preliminary voting results will be announced during the Annual Meeting, and final results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. Airbnb will publish the final voting results in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) within four business days following the Annual Meeting.

Abstentions

An “abstention,” in the case of the proposals to be voted on at the Annual Meeting, represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted for purposes of determining whether a quorum is present. Abstentions have no effect on the proposals to be voted upon at the Annual Meeting.

Broker-Non Votes

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those

shares. A broker is typically entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors and the Say-on-Pay Vote. Broker non-votes are counted for purposes of determining whether a quorum is present.

Confidentiality of Votes

Airbnb highly respects your voting privacy. Any instructions, ballots, tabulations or material that identify individual stockholders are handled in a manner that protects your voting privacy. Airbnb will not disclose the proxy instructions or ballots of individual shareholders, except:

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To allow for the tabulation and certification of votes;

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To facilitate a successful proxy solicitation;

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To assert claims for Airbnb;

•

To defend claims against Airbnb; and

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As necessary to meet applicable legal requirements.

If you write comments on your proxy card or ballot, the proxy card or ballot may be forwarded to Airbnb’s management and the board of directors to review your comments.

Matters for Inclusion in the Proxy Materials for the 2023 Annual Meeting of Stockholders

Matters for inclusion in the proxy materials for the 2023 annual meeting of stockholders, other than nominations of directors, must be received at 888 Brannan Street, San Francisco, CA 94103 on or before December 23, 2022. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition to satisfying the foregoing requirements under Airbnb’s amended and restated bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Airbnb’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 2, 2023.

In connection with the 2023 annual meeting of stockholders, we intend to file a proxy statement and a WHITE proxy card with the SEC in connection with our solicitation of proxies for that meeting.

Director Nominations for the 2023 Annual Meeting of Stockholders

Airbnb’s amended and restated bylaws require advanced notice of any stockholder proposal for nomination of candidates for election as a director. Any stockholder considering a proposal for nomination of candidates for election as a director should carefully review Airbnb’s amended and restated bylaws, which describe the timing, procedural and substantive requirements for such proposal. The proposals for director nominations must be received no earlier than February 1, 2023 and no later than March 3, 2023. The proposal for director nominations must be delivered to, or mailed and received by, the Company’s Secretary at the principal executive offices of the Company, in writing and in proper form, and must set forth the information required by Airbnb’s amended and restated bylaws.

Matters for Consideration at the 2023 Annual Meeting of Stockholders, but not for Inclusion in the Proxy Materials

Airbnb’s amended and restated bylaws also require advanced notice of any stockholder proposal to be proposed other than the nomination of candidates for election as a director. Any stockholder considering such a proposal should carefully review Airbnb’s amended and restated bylaws, which describe the timing, procedural and substantive requirements for such proposal. Matters for consideration at the 2023 annual meeting of stockholders, but not for inclusion in the proxy materials, must be received no earlier than February 1, 2023 and no later than March 3, 2023. The proposal must be delivered to, or mailed and received by, the Company’s Secretary at the principal executive offices of the Company, in writing and in proper form, and must set forth the information required by Airbnb’s amended and restated bylaws.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Our board of directors has nominated Amrita Ahuja, Joseph Gebbia and Jeffrey Jordan as Class II director nominees for election at the Annual Meeting to hold office until the Annual Meeting of Stockholders to be held in 2025.

Recommendation of Board of Directors

Our board of directors recommends that you vote “FOR” the election of each of Ms. Ahuja and Messrs. Gebbia and Jordan.

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 II director elected at our 2022 annual meeting of stockholders will begin at the meeting and end at our 2025 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 22, 2022.

Name

Age

Class

Independent

Audit, Risk and
Compliance
Committee

Leadership
Development,
Belonging and
Compensation
Committee

Nominating and
Corporate
Governance
Committee

Stakeholder
Committee

Brian Chesky

Member

Angela Ahrendts

Yes

Chair

Member

Kenneth Chenault

Yes

Member

Amrita Ahuja

Yes

Member

Joseph Gebbia

Member

Jeffrey Jordan

Yes

Member

Chair

Nathan Blecharczyk

Ill

Member

Belinda Johnson

Ill

Chair

Alfred Lin

Ill

Yes

Chair

Member

Director Biographies

Class I Directors

Brian Chesky. Mr. Chesky co-founded our company in 2008 and serves as our Chief Executive Officer and Head of Community. Mr. Chesky 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 Chairperson of Save the Children

International, 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 has served as Chairman and Managing Director of General Catalyst, a venture capital firm. Mr. Chenault has served on the board of directors of Catalyst Partners Acquisition Corp., a publicly-held investment company, since May 2021. Prior to that, Mr. Chenault held roles of increasing responsibility at the American Express Company, a publicly-held diversified financial services company, joining American Express in 1993 and serving as Chairman and Chief Executive Officer from April 2001 through January 2018. 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 Meta Platforms, Inc. (formerly 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.

Class II Directors

Amrita Ahuja. Ms. Ahuja joined our board of directors in December 2021. Ms. Ahuja has served as the Chief Financial Officer of Block, Inc. (formerly known as Square, Inc.), a publicly-held financial services and digital payments company, since January 2019. From March 2018 to January 2019, Ms. Ahuja served as the Chief Financial Officer of Blizzard Entertainment, Inc., a division of Activision Blizzard, Inc. Beginning in June 2010, Ms. Ahuja served in various positions at Activision Blizzard, Inc., including as Senior Vice President of Investor Relations from January 2015 to May 2018, Vice President, Finance and Operations from August 2012 to January 2015 and Vice President, Strategy and Business Development from June 2010 to August 2012. Prior to that, Ms. Ahuja was a Director of Business Development at Fox Networks Group, served in strategic planning at the Walt Disney Company from 2003 to 2005 and worked in investment banking at Morgan Stanley from 2001 to 2003. Ms. Ahuja received a Bachelor of Arts from Duke University and a Master of Business Administration from Harvard Business School. We believe that Ms. Ahuja is qualified to serve as a member of our board of directors because of her extensive operating experience at technology companies.

Joseph Gebbia. Mr. Gebbia co-founded our company in 2008 and serves as our Chairman of Airbnb.org. Mr. Gebbia is also a member of our board of directors. 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 Airbnb.org.

Jeffrey Jordan. Mr. Jordan joined our board of directors in August 2011. Mr. Jordan serves as a general 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. Prior to that, 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. Mr. Jordan 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.

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. Mr. Blecharczyk 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 joined our board of directors in 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. Ms. Johnson served as our Chief Operating Officer from February 2018 through March 2020. 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. 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. Mr. Lin represents Sequoia on our board as well as several other companies, including DoorDash, a publicly-held food-delivery and local logistics platform, since 2014, and Houzz Inc., a privately-held online home designs and furnishings platform, since 2011. From 1996 to 1998, Mr. Lin 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, Mr. Lin 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, Mr. Lin 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, Mr. Lin 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.

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 Mses. Ahrendts and Ahuja 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, as our 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:

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the Class I directors are Messrs. Chesky and Chenault, and Ms. Ahrendts, and their terms will expire at the annual meeting of stockholders to be held in 2024;

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the Class II directors are Messrs. Gebbia and Jordan, and Ms. Ahuja, and their terms expire at this Annual Meeting; and

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the Class III directors are Messrs. Blecharczyk and Lin, and Ms. Johnson, and their terms will expire at the annual meeting of stockholders to be held in 2023.

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.

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 six times during the fiscal year ended December 31, 2021. During 2021, 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. All nine of our directors then serving on the board of directors attended the 2021 Annual Meeting of Stockholders.

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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appoints and oversees our independent registered public accounting firm;

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evaluates the independent registered public accounting firm’s qualifications, independence, and performance;

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determines the engagement, compensation, and retention of the independent registered public accounting firm;

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reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services;

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reviews and discusses the design, implementation, adequacy and effectiveness of internal control over financial reporting with management and the independent registered public accounting firm;

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the chair of the audit, risk and compliance committee reviews and approves all related party transactions on an ongoing basis 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;

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reviews procedures for the receipt, retention, and treatment of any complaints received by us regarding accounting, internal accounting controls, or auditing matters;

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discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;

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approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

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discusses with management on a periodic basis, or as appropriate, policies and procedures with respect to risk assessment and risk management;

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establishes processes with respect to risk assessment, risk management and risk oversight, including responsibility for oversight of risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, investment guidelines and credit and liquidity matters, programs, plans and policies relating to legal and regulatory compliance and strategy, and operational infrastructure, particularly reliability, business continuity, capacity, security, and data privacy, including cybersecurity;

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is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports, including the audit, risk and compliance committee report for inclusion in the annual proxy statements, to be filed with the SEC;

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reviews earnings press releases, as well as financial information and earnings guidance;

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reviews reports regarding ethics and compliance matters and volumes and trends related thereto and reports to the board of directors periodically with respect to significant matters received through the ethics helpline and any related investigations and requests any additional information from our Chief Legal Officer or Chief Ethics Officer;

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reviews the appointment of our internal auditor and oversees our internal audit department;

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reviews and discusses with management and the independent registered public accounting firm critical accounting policies;

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reviews the chief executive officer and chief financial officer disclosure and certifications under Section 302 and 906 of the Sarbanes-Oxley Act;

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reviews, evaluates and recommends to our board of directors, if appropriate, any contemplated waivers of provisions of the code of ethics involving our executive officers and directors; and

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reviews the audit, risk and compliance committee charter and the audit, risk and compliance committee’s performance on an annual basis.

Our audit, risk and compliance committee consists of Ms. Ahuja and Messrs. Jordan and Lin. During 2021, Ann Mather served on our audit committee until her resignation on December 15, 2021, and Mr. Chenault also served on our audit committee from January 1, 2021 to December 14, 2021. Our board of directors has determined that all members of our audit committee are, and Ms. Mather and Mr. Chenault were, 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 Mr. Lin. Our board of directors has determined that each of Ms. Ahuja and Messrs. Jordan and Lin 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.

Our audit, risk and compliance committee met eight times during 2021.

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:

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reviews and approves the corporate goals and objectives relevant to compensation of our Chief Executive Officer, evaluates the performance of our Chief Executive Officer in light of these goals and objectives and, based upon this evaluation (either alone or, if directed by the board of directors, in conjunction with a majority of the independent directors), approves our Chief Executive Officer’s compensation;

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reviews and sets or makes recommendations to the board of directors regarding the compensation of our executive officers other than our Chief Executive Officer;

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reviews and makes recommendations to the board of directors regarding director compensation;

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reviews and approves or makes recommendations to our board of directors regarding our incentive compensation plans and arrangements, retirement plans, and equity-based plans;

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reviews and discusses with management the Compensation Discussion and Analysis in our annual report on Form 10-K or annual proxy statement;

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reviews and discusses annually with management and our board of directors our compensation philosophy and practices, including executive and employee incentive compensation plans and arrangements, to determine whether they are aligned with our goal of serving all stakeholders over the long term;

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reviews and discusses annually with management the risks arising from our compensation philosophy and practices to determine whether they encourage excessive risk-taking;

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reviews policies, programs, and initiatives focusing on leadership development and belonging; and

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reviews the leadership development, belonging and compensation committee charter and the leadership development, belonging and compensation committee’s performance on an annual basis.

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 of our leadership development, belonging and compensation committee 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 Ms. Ahrendts.

The leadership development, belonging and compensation committee has engaged Semler Brossy Consulting Group (“Semler Brossy”) to provide guidance regarding the amount and types of compensation that we provide to our executives. Semler Brossy reports directly to the leadership development, belonging and compensation committee and did not provide any services to us other than the services relating to executive and director compensation. For additional information on the role of the compensation consultant and management in the determination of compensation, please see “Compensation Discussion and Analysis – Determination of Compensation.”

The leadership development, belonging and compensation committee met five times during 2021.

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:

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reviews and makes recommendations to our board of directors regarding director independence determinations;

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reviews, evaluates, and, as applicable, proposes and approves, stockholder recommended nominees for election to our board of directors;

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reviews annually the nominating and corporate governance committee structure and membership;

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oversees the annual self-evaluations of our board of directors and management;

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reviews and makes recommendations to our board of directors regarding Section 16 officer determinations; and

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reviews the nominating and corporate governance committee charter and the nominating and corporate governance committee’s performance on an annual basis.

Our nominating and corporate governance committee consists of Messrs. Chenault and Jordan. During 2021, Ms. Mather served on our nominating and corporate governance committee until her resignation on December 15, 2021. Our board of directors has determined that all members of the nominating and corporate governance committee are, and Ms. Mather was, independent under the Nasdaq Listing Rules. The chair of our nominating and corporate governance committee is Mr. Jordan.

The nominating and corporate governance committee met five times during 2021.

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 Hosts, guests, the communities within which we operate, employees, and shareholders. Among other matters, the stakeholder committee:

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engages with management regarding our stakeholders;

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reviews our progress and performance with respect to our principles for serving our stakeholders;

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advises management and the board regarding initiatives or matters pertaining to our stakeholders;

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reviews our stakeholder principles and recommends to the board any changes the committee deems appropriate;

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engages with our stakeholders from time to time;

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advises the board regarding administration of our Host endowment fund, which was established in October 2020 and funded with 9.2 million shares of our Class H common stock, and is intended to be a long-term investment in the future of the Host community (the “Host Endowment Fund”);

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provides advice, reports, and recommendations to the board regarding these matters; and

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reviews the stakeholder committee charter and the stakeholder committee’s composition and performance on a periodic basis.

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

The stakeholder committee met four times during 2021.

Serving our Stakeholders

Airbnb aspires to operate as a true 21st century company — to us, that means that in the long run, and when approached with creativity, we can benefit all of our stakeholders — our Hosts, our guests, the communities in which we operate, our employees and our shareholders. These are the ideas at the core of Airbnb:

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Our community is based on connection and belonging.

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Our creativity allows us to imagine new possibilities for people.

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Our responsibility is to all of our stakeholders.

In the end, they share a common thread—a fundamental belief that people are good and we’re in this together. This is what makes Airbnb, Airbnb.

Our December 2021 Environmental, Social and Governance Factsheet (“ESG Factsheet”) highlights our commitment to serving all of our stakeholders and our approach to certain environmental, social and governance topics. The ESG Factsheet is available on our website at https://investors.airbnb.com under “Governance — ESG.” Neither the ESG Factsheet nor any other information contained on, or that can be accessed through, our website is incorporated by reference into, or constitutes a part of, this proxy statement.

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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the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly-held company;

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the candidate’s experience as a board member of another publicly-held company;

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the candidate’s professional and academic experience relevant to our company’s industry;

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the strength of the candidate’s leadership skills;

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the candidate’s experience in finance and accounting and/or executive compensation practices;

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whether the candidate has the time required for preparation, participation, and attendance at meetings of our board of directors and committee meetings, if applicable; and

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the candidate’s background, gender, age, and ethnicity.

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.

Board Diversity

The following table presents our Board diversity statistics as self-disclosed by our directors.



Board Diversity Matrix (As of April 22, 2022)

Total Number of Directors: 9

	Female		Male			Non-Binary		Did Not Disclose Gender

Part I: Gender Identity

Directors		3		6			—		—

Part II: Demographic Background

African American or Black		—		1			—		—

Alaskan Native or Native American		—		—			—		—

Asian		1		1			—		—

Hispanic or Latinx		—		—			—		—

Native Hawaiian or Pacific Islander		—		—			—		—

White		2		4			—		—

Two or More Races or Ethnicities		—		—			—		—

LGBTQ+					—

Did Not Disclose Demographic Background					—

Nominating Agreement

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 Founder 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 2021, 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.

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 directors or 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.

Our Executive Officers

The following table sets forth the names, ages and positions of our current executive officers as of April 22, 2022:



Name	Age	Position

Brian Chesky*	40	Chief Executive Officer, Head of Community, Co-Founder, and Chairman of the Board

Nathan Blecharczyk*	38	Chief Strategy Officer, Chairman of Airbnb China, Co-Founder, and Director

Joseph Gebbia*	40	Chairman of Airbnb.org, Co-Founder, and Director

Dave Stephenson	54	Chief Financial Officer and Interim Head of Global Employee Experience

Aristotle Balogh	58	Chief Technology Officer

Catherine Powell	54	Global Head of Hosting

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

Dave Stephenson. Mr. Stephenson has served as our Chief Financial Officer since January 2019 and Interim Head of Global Employee Experience since July 2021. 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.

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.

PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit, risk and compliance committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Although ratification of our appointment of PwC is not required, we value the opinions of our stockholders and believe it is good corporate governance that stockholders ratify the appointment of PwC. PwC also served as our independent registered public accounting firm for the fiscal year ended December 31, 2021. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services.

If the appointment of PwC is not ratified by the stockholders, the audit, risk and compliance committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2023. Even if the appointment of PwC is ratified, the audit, risk and compliance committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the best interest of the Company.

Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions.

Recommendation of Board of Directors

Our board of directors recommends a vote “FOR” the ratification of the appointment by the audit, risk and compliance committee of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Principal Accountant Fees and Services

The following table summarizes the fees of PwC, our independent registered public accounting firm, related to each of the last two fiscal years.


Fee Category	2021		2020
	(in thousands)
Audit Fees ⁽¹⁾	$	12,656	$	13,141
Audit-Related Fees		—		—
Tax Fees ⁽²⁾		1,598		1,729
All Other Fees ⁽³⁾		476		3
Total Fees	$	14,730	$	14,873

(1)

Consists of fees incurred for professional services rendered in connection with the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements, statutory audits of our domestic and international subsidiaries, issuances of consents and similar matters. This category also includes fees for services incurred in connection with our initial public offering and nonrecurring transactions.

(2)

Consists of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, assistance with tax reporting requirements and audit compliance, value-added tax compliance, mergers and acquisitions tax compliance, and tax advice on international, federal and state tax matters.

(3)	Consists of fees for permitted products and services other than those that meet the criteria above.

Pre-Approval Policies and Procedures

The audit, risk and compliance committee has adopted a pre-approval policy that sets forth procedures and conditions pursuant to which audit and non-audit services to be performed by the independent auditor may be pre-approved. The audit, risk and compliance committee pre-approved all services provided by PwC for 2021 in accordance with this policy.

Report of the Audit, Risk and Compliance Committee

the material in this section be deemed to be “soliciting material” or incorporated by reference in any registration statement or other document filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

The Audit, Risk and Compliance Committee of the Board of Directors of Airbnb, Inc. (the “Company”) operates under a written charter adopted by the Board of Directors. The primary role of the Audit, Risk and Compliance Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing the financial information proposed to be provided to stockholders and others, the adequacy of the system of internal control over financial reporting and disclosure controls and procedures established by management and the Board of Directors, and the audit process and our independent auditor’s qualifications, independence and performance.

Management is responsible for establishing and maintaining our system of internal controls and preparing our financial statements. Our independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), is responsible for performing an audit of our financial statements in accordance with generally accepted auditing standards and issuing an opinion on the financial statements. The Audit, Risk and Compliance Committee has met and held discussions with management and PwC, and has also met separately with PwC, without management present, to review the adequacy of our internal controls, financial reporting practices and audit process.

The Audit, Risk and Compliance Committee has reviewed and discussed our audited consolidated financial statements for the year ended December 31, 2021 with management and PwC. As part of this review, the Audit, Risk and Compliance Committee discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit, Risk and Compliance Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit, Risk and Compliance Committee concerning independence, and has discussed with PwC its independence.

Based on the above-mentioned reviews and discussions with management and PwC, the Audit, Risk and Compliance Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC.

Audit, Risk and Compliance Committee

Alfred Lin (Chair)

Amrita Ahuja

Jeffrey Jordan

Vote Required

Approval of Proposal No. 2 requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes). Abstentions will have no effect and we do not expect any broker non-votes on this proposal.

PROPOSAL NO. 3—APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY VOTE”)

Background

As required by Section 14A(a)(1) of the Exchange Act and related rules of the SEC, the below resolution provides our stockholders an opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules. This proposal, commonly known as a “say-on-pay” proposal and vote, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

We encourage our stockholders to review the “Compensation Discussion and Analysis” and “Executive Compensation Tables” sections of this proxy statement for additional detail regarding the compensation of our named executive officers.

As an advisory approval, this proposal is not binding upon us, our board of directors or its leadership development, belonging and compensation committee, which is responsible for the design and administration of our executive compensation program. However, the board of directors and the leadership development, belonging and compensation committee value the opinions of our stockholders expressed through your vote on this proposal and continually consider stockholder feedback and the results of Say-on-Pay Votes when making future compensation decisions. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders of Airbnb, Inc. approve, on an advisory basis, the 2021 compensation of Airbnb, Inc.’s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in Airbnb, Inc.’s Proxy Statement for the 2022 Annual Meeting of Stockholders.”

Recommendation of Board of Directors

Our board of directors recommends a vote “FOR” the resolution to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis of this proxy statement, the accompanying compensation tables and related narrative disclosure of this proxy statement.

Vote Required

Approval of Proposal No. 3 requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes). Abstentions and broker non-votes will have no effect on this proposal.

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 2021.

For 2021, our named executive officers were:

•

Brian Chesky, Co-Founder and Chief Executive Officer;

•

Dave Stephenson, Chief Financial Officer and Interim Head of Global Employee Experience;

•

Nathan Blecharczyk, Co-Founder, Chief Strategy Officer, Chairman of Airbnb China;

•

Aristotle Balogh, Chief Technology Officer; and

•

Catherine Powell, Global Head of Hosting.

Executive Summary

Business Context

In 2021, Airbnb had the best year in the Company’s history, despite still being in the midst of a pandemic. Revenue of $6 billion and Gross Booking Valueof $47 billion for 2021 were our highest ever. In addition, we had net loss of $352 million and our Adjusted EBITDA of $1.6 billion⁽¹⁾was our strongest on record. We were able to deliver these results because of our adaptable model and culture of relentless innovation.

While the COVID-19 pandemic continued to disrupt travel across the world in 2021, we saw continued resiliency in not only our guests’ travel behavior, but in our business model and its ability to adapt to the changing needs of our guests.

People had newfound flexibility, with remote work untethering many people from the need to be in an office every day. As a result, we saw our guests spread out to thousands of towns and cities, staying for weeks, months, or even entire seasons at a time. We also saw certain pre-pandemic trends start to recover. Gross nights booked growth at urban destinations as well as cross-border travel steadily accelerated each quarter in 2021. Excluding Asia Pacific, overall global Nights and Experiences Booked in 2021 surpassed 2019 levels.

For 2021, our single priority was to prepare for the travel rebound. To do this, we worked on perfecting our existing product. Over the course of the year, we made significant improvements to the end-to-end experience of our core service for both Hosts and guests, with more than 150 upgrades and innovations across every aspect of the Airbnb service.

(1) Adjusted EBITDA is defined and reconciled from generally accepted accounting principles in the United States of America (GAAP) on pages 55-56 of our Annual Report on Form 10-K for the year ended December 31, 2021. More information regarding Gross Booking Value can also be found on page 55 of our Annual Report on Form 10-K for the year ended December 31, 2021.

Executive Compensation Highlights

In advance of our initial public offering in December 2020, we established a set of guiding principles for our compensation program, intended to ensure a strong link to our strategy and culture. These principles guided the decisions that were made in 2021, as summarized below. Please see the “—Executive Compensation Philosophy and Objectives” subsection below for more detail.

•

No changes to annual base salaries for our named executive officers for 2021.

•

Our 2021 short-term cash incentive plan (the “Bonus Plan”) tied directly to our most critical operational and strategic priorities for the year. At the beginning of the year, we established six key company priorities for the year. Within each priority we established specific objective goals that map directly to our long-term stakeholder commitments to Hosts, guests, the communities within which we operate, employees, and shareholders. As a result of strong performance against over 20 pre-established goals and the

exceptional operational performance over the year, our board of directors determined a bonus payout equal to 100% of target for the year for each of our named executive officers. See “Cash Incentive Compensation” section for more detail.

•

We continued to emphasize equity compensation for our named executive officers, which we believe demonstrates a longer-term, ownership orientation. Annual equity grant levels for the NEOs remained consistent with last year, except for an increase to Ms. Powell’s grant. We made annual equity grants in the form of time-based RSUs and stock options. See “Equity Compensation” section for more detail.

•

In preparing for the initial public offering of our common stock, in November 2020, our board of directors awarded Mr. Chesky a performance-based RSU award intended to cover ten years of compensation. The award may be earned, if at all, based on our 60 trading day trailing average closing stock price exceeding progressively higher stock price hurdles, ranging from $125 to $485, over a 10-year period. In order to earn all of the tranches, the stock price will have to be over 7x the price at IPO and 13x the price at the time of grant.

In 2021, two of the ten price hurdles were achieved. The first tranche vested in November 2021. The second tranche will vest in November 2022 subject to Mr. Chesky’s continued employment. Outside of shares held to cover taxes, vested shares are not delivered to Mr. Chesky for two years following the vesting date. In designing the compensation program for Mr. Chesky, our board of directors was cognizant of Mr. Chesky’s intention to donate the net proceeds from the award to community, philanthropic and charitable causes. See “CEO Multi-Year Equity Award” section for more detail.

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 2021, our board of directors utilized the following set of principles to guide our compensation program design and decisions:

•

Long-term alignment. Performance measurement, incentive goals, and individual performance assessments all clearly align with and support our long-term vision and alignment with stakeholders. They encourage a long-term timeframe, while acknowledging the competitive talent market realities.

•

Ownership. We believe in the power of an owner’s mindset. Compensation programs encourage employees and executives to think and act like owners of their work and careers, their responsibility to all stakeholders, and Airbnb.

•

Alignment across stakeholders. Our program design strives to balance interests and ensure alignment across all stakeholders. We are committed to directly tying short-term cash incentives to our performance against near-term stakeholder priorities. We believe this approach will lead to sustained value for all stakeholders over the long term.

•

Performance culture. Our pay programs support a culture of accountability and performance through the use of stretch company-based metrics in the Bonus Plan and differentiated annual equity awards based on executive performance and contribution.

•

Pay equity. We are committed to the principle of pay equity and seek to be a leader on this front.

•

Competitiveness. We are fortunate to have a mission that is attractive to a talented and diverse array of leaders. We want executives to come and stay with Airbnb because of our mission. However, we recognize that compensation needs to be compelling and competitive to attract and retain the talent necessary to meet our objectives.

•

Transparency. We will continue to provide a level of clarity and transparency about our compensation programs, frameworks and outcomes that reinforces our commitment to pay equity, empowers our employees, and fosters belonging.

Compensation and Governance Practices

For 2021, we established a number of policies and practices, listed below, to align the program with these principles and establish strong compensation governance:

What We Do


Practice		Description

Link Between Pay and Stakeholder Priorities		Performance measures for our short-term cash incentive plan extend beyond traditional financial and operational goals. We directly tie pay outcomes to our most critical priorities, with the objective of creating alignment and accountability to all stakeholders. Consistent with a long-term commitment to all stakeholders, Mr. Chesky intends to donate the net proceeds from his multi-year equity award to community, philanthropic and charitable causes.

Emphasis on Equity-Based Compensation		We believe that sustained, long-term stock price performance requires that we effectively serve all stakeholders. As such, we seek to prioritize equity-based compensation and provide a significant portion of compensation in the form of stock options and RSUs. In addition, the direct compensation provided to Mr. Chesky is entirely equity-based.

Longer-Term Delivery		Equity compensation is structured to vest over a minimum period of four years, subject to limited exceptions. Stock options have a maximum 10-year term. The multi-year equity award for Mr. Chesky may vest over a 10-year performance period and the underlying shares are not delivered until two years following vesting.

Independent Compensation Consultant		Our leadership development, belonging and compensation committee engages an independent compensation consulting firm that provides us with no other services.

Clawback Policy		We have adopted a clawback policy that would allow us to recover cash incentives, equity awards or other compensation in the event of certain acts of misconduct by employees covered by the policy, including our executive officers.

Stock Ownership Policy		We have adopted a stock ownership policy that requires our CEO to hold shares of company common stock equal to ten times his base salary and each of our other executive officers to hold shares of company common stock equal to five times their base salary. Our policy also includes holding requirements if the minimum level of ownership is not met.

What We Don’t Do


Practice		Description

No Hedging of Company Stock; Pledging of Company Stock Restricted		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 any such pledge exceed 5% of the outstanding shares of company securities held by such officer or director or 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.

Limited Tax Gross-ups		We do not provide tax gross-ups to our executive officers, other than nominal amounts provided to all employees in connection with Airbnb travel credits, wellbeing allowances or in limited circumstances, such as in connection with relocations.

No “Single Trigger” Change in Control Provisions		Equity awards do not accelerate in connection with a change in control, unless the awards are not assumed or substituted or in connection with certain qualifying terminations in connection with a change in control pursuant to our Severance and Change in Control Agreements with our named executive officers.

No Special Benefit Plans for Executives		We do not have any special benefit or retirement plans that are exclusive to the executive population.

No Excessive Perquisites		We do not provide excessive perquisites for executives.

Determination of Compensation

Role of the board of directors and leadership development, belonging and compensation committee. The leadership development, belonging and compensation committee oversees our executive compensation program, including executive salaries, payouts under our Bonus Plan, the size and structure of equity awards, and any executive perquisites. Our board of directors is responsible for determining the compensation of our Chief Executive Officer based on the evaluation and recommendation of the leadership development, belonging and compensation committee.

Role of compensation consultant. The leadership development, belonging and compensation committee has the authority to engage its own advisors to assist in carrying out its responsibilities. In 2021, 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 leadership development, belonging and compensation committee, 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 2021, our Chief Executive Officer and Chief Financial Officer, who is currently serving as interim Head 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 2021, the leadership development, belonging and compensation committee assessed the competitiveness of each element of the executive officers’ total direct compensation, against the executive pay peer group, as discussed below.

While the leadership development, belonging and compensation committee 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.

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

•

Actual experience in the talent market (companies from which we source and to which we potentially lose executive talent);

•

Scale and complexity (using revenue and valuation);

•

Geography (preference for companies with significant presence in the San Francisco Bay Area); and

•

Company business characteristics (for example, comparably sized high-growth technology companies, technology-oriented gig economy companies, marketplace platforms, global operations, and other high growth indicators).

After considering the above factors, our board of directors used the following primary peer group for 2021 compensation decisions:


Primary Peer Group for 2021 Pay Decisions
Adobe		Pinterest
Booking Holdings		Salesforce
DoorDash		ServiceNow
eBay		Block (formerly Square)
Expedia Group		Twitter
Intuit		Uber
Lyft		Workday
Netflix		Zoom Video Communications
PayPal Holdings

The 2021 peer group reflected the following changes from our 2020 peer group, which were aimed at ensuring the group continued to reflect the broader talent market and the evolving competitive landscape:

•

Added: Booking Holdings and DoorDash

•

Removed: Slack Technologies

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, Meta Platforms (formerly 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.

Annual Say-on-Pay Vote. We hold our advisory vote on executive compensation (commonly known as a “say-on-pay” vote) every year. The leadership development, belonging and compensation committee considers stakeholder concerns and annually reevaluates our compensation practices to determine how they might be improved.

Elements of Our Executive Compensation Program

For 2021, the primary elements of our named executive officers’ compensation and a brief description of each are:



		Element		Description
		Base Salary		Base salary attracts and retains talented executives, recognizes individual roles and responsibilities and provides stable income.
		Short-Term Cash Incentive Compensation		Annual performance bonuses directly tied pay to key strategic priorities, which we believe will lead to sustained value for all stakeholders over the long term.
		Equity-Based Long-Term Incentive Compensation		Equity compensation, provided in the form of stock options and RSUs, 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 executives.

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 2021 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. The leadership development, belonging and compensation committee reviews the base salaries of our executive officers annually and may adjust them to reflect market conditions or other factors.

At the beginning of 2021, it was determined by the leadership development, belonging and compensation committee to not increase the base salaries for our continuing named executive officers. The base salaries of our named executive officers were set as follows:



Named Executive Officer	2021 Base Salary ($)
Brian Chesky		1
Dave Stephenson		600,000
Nathan Blecharczyk		400,000
Aristotle Balogh		600,000
Catherine Powell		600,000

As discussed in the “CEO Multi-Year Equity Award” section below, Mr. Chesky requested, and the board of directors approved, a base salary of $1 per year upon the approval of the award in November 2020.

Cash Incentive Compensation

Approach to Short-Term Cash Incentives

Airbnb’s 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 stakeholder priorities.

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 for our named executive officers remained the same in 2021 as compared to 2020. The 2021 target bonuses for our named executive officers as a percentage of base salary were as follows:


Named Executive Officer	2021 Target Bonus as a Percentage of Base Salary (%)
Brian Chesky		N/A
Dave Stephenson		75
Nathan Blecharczyk		60
Aristotle Balogh		75
Catherine Powell		75

Payouts under the performance period was determined based on the product of: (i) 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.

2021 Short-Term Cash Incentive Plan

Our Bonus Plan is designed to attract and retain key talent, reward executives based on performance against key strategic priorities and align with our focus on continued long-term value creation for all of our stakeholders.

The leadership development, belonging and compensation committee 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 were capped at 100% of target. The Bonus Plan covers performance beyond company financial performance and includes broader stakeholder priorities. The 2021 bonus program focused on six 2021 company priorities:

•

Marketing and Communications: Educating the world about what makes Airbnb different

•

Hosting: Recruiting more Hosts and setting them up for success

•

Guest Experience: Simplifying the guest journey

•

Operations: Delivering world-class service

•

Technology: Continuing to make foundation improvements in our technology infrastructure

•

Foundation: Delivering other priorities to support our multi-stakeholder approach

At the beginning of the year, the leadership development, belonging and compensation committee established weightings for each priority and specific, objective metrics within each that reflected a combination of annual goals and other strategic priorities that needed to be accomplished during the year. In total, there were over 20 specific metrics, each of which maps to longer-term commitments across our five key stakeholders: Hosts, guests, the communities within which we operate, employees, and shareholders.


Company Priority	Examples of Metrics Considered	Weighting			Weighted Achievement
Marketing/ Communications	• Direct and unpaid traffic to platform • Marketing efficiency • Traffic to Host landing pages		20.0	%		18.8	%
Hosting	• New Hosts and listings • Launch of new Host landing page and Host onboarding flow		20.0	%		18.4	%
Guest Experience	• Delivery of simplifications and improvements to the search and guest booking experience		15.0	%		14.9	%
Operations	• Improved community support service delivery • Reduced community support contact rate		15.0	%		14.4	%
Technology	• Improved platform reliability for guests and Hosts		15.0	%		15.0	%
Foundation	• Fixed cost management • Diversity of the team • Delivery of employee hiring plan goals including diversity • Sustainability plan implementation • Delivery of other public actions to serve stakeholders		15.0	%		14.4	%

The formulaic assessment of performance resulted in a payout of 96%. However, given the strength of the organization’s performance and acknowledgement that the performance is capped at target for each priority even where attainment exceeded target, the LCBCC approved a bonus payout of 100% of target for the 2021 Bonus Plan.

2021 Bonus Payout


Named Executive Officer	Target Annual Bonus ($)		2021 Percentage Achievement (%)	2021 Bonus Payout ($)
Dave Stephenson	$	450,000	100%	$	450,000
Nathan Blecharczyk	$	240,000	100%	$	240,000
Aristotle Balogh	$	450,000	100%	$	450,000
Catherine Powell	$	450,000	100%	$	450,000

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 generally have a service-based vesting condition. The vesting period for these awards is typically four years with quarterly vesting over the four-year period, subject to continued service.

2021 Equity Grants

In 2021, we granted each named executive officer an annual equity award. Equity awards granted to the NEOs this year were largely consistent with the size of those granted in 2020; except that Ms. Powell received an incremental increase to her annual equity award for 2021. The size of such grants were set by our leadership development, belonging and compensation committee following consideration of a number of factors set forth in the subsection titled “ —Determination of Compensation” above, as well as our Chief Executive Officer’s recommendations. The annual grants were made in March 2021, consistent with the timing of grants made to our broader employee population.

The 2021 RSU grants have a service-based vesting condition that is satisfied as to 1/16^th of the RSUs on each quarterly anniversary of February 19, 2021, subject to the executive’s continued service with us. The 2021 option awards have an exercise price of $194.39 and vest in 48 substantially equal monthly installments measured from February 25, 2021, in each case, subject to continued service through each applicable vesting date.

The number of shares granted to our Named Executive Officers in 2021 were as follows:


Named Executive Officer	# RSUs		# Options
Dave Stephenson		20,211		50,526
Nathan Blecharczyk		15,158		37,895
Aristotle Balogh		21,474		53,684
Catherine Powell		18,948		47,368

CEO Multi-Year Equity Award

Mr. Chesky’s 2021 compensation reflects the compensation program that was implemented by the board of directors in November 2020. At that time, our board of directors, in consultation with its compensation consultant, 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 the multi-year equity award, comprising 12 million RSUs (the “Multi-Year Award”).

CEO Compensation Design Objectives:

•

Align with our vision of a 21st century company that is committed to the long-term interests of all stakeholders.

•

Provide flexibility to the changing needs and priorities of our business and stakeholders.

•

Require high levels of performance to achieve meaningful value while not encouraging short-term gains through risk-taking.

•

Incentivize long term performance beyond typical market pay constructs.

•

Promote transparency with simple design and full disclosure.

•

Implement a structure that is equitable and justifiable to Mr. Chesky and all of our stakeholders.

Multi-Year Award Performance Update

In 2021, tranches 1 and 2 of the Multi-Year Award were earned, however, only tranche 1 has been vested. Tranche 2 is eligible to vest on November 10, 2022. Outside of shares held to cover taxes, vested shares will not be delivered to Mr. Chesky for two years following the vesting date. 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.

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. In order to earn all of the tranches, the stock price will have to be over 7x the price at IPO and 13x the price at the time of grant.


Tranche	Vesting Eligibility Date	Number of RSUs		Stock Price Hurdle
1	November 10, 2021		1,200,000	$ 125.00
2	November 10, 2022		1,200,000	$ 165.00
3	November 10, 2023		1,200,000	$ 205.00
4	November 10, 2024		1,200,000	$ 245.00
5	November 10, 2025		1,200,000	$ 285.00
6	November 10, 2026		1,200,000	$ 325.00
7	November 10, 2027		1,200,000	$ 365.00
8	November 10, 2028		1,200,000	$ 405.00
9	November 10, 2029		1,200,000	$ 445.00
10	November 10, 2030		1,200,000	$ 485.00

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.

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 did not generally provide perquisites to our executive officers in 2021.

As a result of Mr. Chesky and Mr. Blecharczyk’s high profiles as the Chief Executive officer, Co-Founder of Airbnb and Chief Strategy Officer, Co-Founder of Airbnb, respectively, and the global footprint of the business, we maintain an executive protection security program pursuant to which we pay for costs related to security for Messrs. Chesky and Blecharczyk. Security is provided at their respective personal residences, during business travel and during some personal travel. Security includes the use of a leased vehicle and driver, who is also a member of the security detail. Although the overarching purpose of the program is business related, some aspects of the program provide direct and indirect benefits to Messrs. Chesky and Blecharczyk. The costs of this program attributable to security at their respective personal residence or during personal travel are reported in our “2021 Summary Compensation Table” below as “All Other Compensation” for Messrs. Chesky and Blecharczyk. Mr. Chesky’s personal security costs decreased from the prior year, because his business-related travel increased, which in turn increased the portion of security costs which are business- related. We engaged a third party consulting firm to perform annual risk assessments for Messrs. Chesky and Blecharczyk. Security costs in 2021 were consistent with those assessments.

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 and other limited benefits, or in limited circumstances, such as in connection with relocations.

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:

•

medical, dental, and vision benefits;

•

medical and dependent care flexible spending accounts;

•

short-term and long-term disability insurance; and

•

life and accidental death and disability insurance.

We also provide all employees with limited work-from-home reimbursements and a wellbeing allowance.

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 through 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.

Severance Benefits

In 2021, the leadership development, belonging and compensation committee approved Change in Control and Severance Agreements for each of our named executive officers, which provide for certain severance benefits and payments both outside of and in connection with a change in control. Information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2021, is set forth in the subsection titled “ — Potential Payments Upon Termination or Change in Control” below.

Company Policies Regarding Hedging and Pledging

Clawback Policy

We have adopted a clawback policy that applies to our executive officers (including our Chief 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 leadership development, belonging and compensation committee 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 executive officers (including our Chief 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.

Report of the Leadership Development, Belonging and Compensation Committee

The material in this report is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission (the “SEC”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall the material in this section be deemed to be “soliciting material” or incorporated by reference in any registration statement or other document filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

The Leadership Development, Belonging and Compensation Committee of the Board of Directors of Airbnb, Inc. (the “Company”) has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Leadership Development, Belonging and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for the 2022 Annual Meeting of Stockholders and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Leadership Development, Belonging and Compensation Committee

Angela Ahrendts (Chair)

Alfred Lin

Kenneth Chenault

EXECUTIVE COMPENSATION TABLES

2021 Summary Compensation Table

The following table contains information about the compensation earned by each of our named executive officers during the fiscal years presented.


Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($) (3)		All Other Compensation ($)(4)		Total ($)
Brian Chesky		2021		1		—		—		—		—		132,151		132,152
President and Chief Executive Officer		2020		55,000		—		119,880,000		—		—		164,075		120,099,075
		2019		110,000		—		—		—		—		310,982		420,982
Dave Stephenson		2021		600,000		18,000		3,928,816		4,966,861		432,000		7,102		9,952,779
Chief Financial Officer		2020		450,000		1,425,000		4,134,448		3,250,207		—		8,428		9,268,083
		2019		588,462		1,200,000		17,115,697		—		321,053		8,897		19,234,109
Nathan Blecharczyk		2021		400,000		9,600		2,946,564		3,725,195		230,400		298,861		7,610,620
Co-Founder, Chief Strategy Officer; Chairman of Airbnb China		2020		200,000		120,000		10,673,708		11,822,687		—		2,227		22,818,622
		2019		—		—		—		—		—		—		—
Aristotle Balogh		2021		600,000		18,000		4,174,331		5,277,302		432,000		12,756		10,514,389
Chief Technology Officer		2020		473,077		112,500		3,536,337		3,656,472		—		11,519		7,789,905
		2019		600,000		675,000		—		—		326,250		11,369		1,612,619
Catherine Powell		2021		600,000		218,000		3,683,302		4,656,420		432,000		12,274		9,601,996
Global Head of Hosting		2020		399,231		425,000		7,065,699		6,916,075		—		10,722		14,816,727
		2019		—		—		—		—		—		—		—

(1)

For 2021, amounts for Messrs. Stephenson, Blecharczyk and Balogh reflect the discretionary portion of the payouts under the 2021 Bonus Plan. Amount for 2021 for Ms. Powell reflects 50% of her hiring bonus which was paid in 2021 shortly after the first anniversary of her employment commencement date ($200,000) and $18,000 in discretionary payouts under the 2021 Bonus Plan.

(2)

For 2021, amounts reflect the grant-date fair value of stock awards and option awards granted during 2021 computed in accordance with ASC Topic 718. The fair value of the awards on the grant date may not reflect the actual amounts paid to or realized by the named individual. See Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 for the assumptions used in calculating these values.

(3)	For 2021, amounts reflect formulaic payouts under the 2021 Bonus Plan. See the description of the 2021 Bonus Plan under “Cash Incentive Compensation – 2021 Short-Term Incentive Plan” above.

(4)	The following table provides the amounts of other compensation, paid to, or on behalf of, named executive officers during 2021 included in the “All Other Compensation” column.


Name	401(k) Matching Contributions ($)		Travel Coupons ($)		Travel Coupons- Gross-Up ($)		Miscellaneous (a) ($)		Total ($)
Brian Chesky		—		—		—		132,151		132,151
Dave Stephenson		3,462		2,000		1,187		453		7,102
Nathan Blecharczyk		—		2,000		1,575		295,286		298,861
Aristotle Balogh		8,700		2,000		1,507		549		12,756
Catherine Powell		8,077		2,000		1,572		625		12,274

(a)

Represents (i) for Messrs. Chesky and Blecharczyk personal security costs incurred in 2021 and paid on his behalf by the Company, including the cost of a leased vehicle, driver and security detail, in each case, attributable to

security at his personal residence or during personal travel (Mr. Chesky: $132,048 and Mr. Blecharczyk: $294,660); and (ii) for each named executive officer, the following tax gross up payments related to wellbeing allowances: Mr. Chesky: $103; Mr. Stephenson: $453; Mr. Blecharczyk: $626; Mr. Balogh: $549; and Ms. Powell: $625.

Grants of Plan-Based Awards in 2021

The following table provides information relating to grants of plan-based awards made to our named executive officers during 2021.



		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)				All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price Per Share of Option Awards ($/Share)		Grant- Date Fair Value of Stock and Option Awards ($)(2)
Name	Grant Date		Threshold ($)	Target ($)	Maximum ($)

Brian Chesky	—		—	—	—		—		—		—		—

Dave Stephenson			—	450,000	450,000

	3/19/2021(3)								50,526		194.39		4,966,861

	3/19/2021(4)						20,211						3,928,816

Nathan Blecharczyk			—	240,000	240,000

	3/19/2021(3)								37,895		194.39		3,725,195

	3/19/2021(4)						15,158						2,946,564

Aristotle Balogh			—	450,000	450,000

	3/19/2021(3)								53,684		194.39		5,277,302

	3/19/2021(4)						21,474						4,174,331

Catherine Powell			—	450,000	450,000

	3/19/2021(3)								47,368		194.39		4,656,420

	3/19/2021(4)						18,948						3,683,302

(1)	Represents potential payouts under the 2021 Bonus Plan. Target and maximum amounts assume full achievement of all goals. There is no threshold payout under the plan. For additional detail on the 2021 Bonus Plan, see “Cash Incentive Compensation—2021 Short-Term Incentive Plan” above.

(2)

The amounts shown represent the grant-date fair value per share determined in accordance with ASC Topic 718, multiplied by the number of shares. See Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 for the assumptions used in calculating these values.

(3)	The option vests in 48 substantially equal installments on each monthly anniversary of February 25, 2021, in each case, subject to continued service.

(4)	The RSUs vest as to 1/16th of the total number of RSUs on each quarterly anniversary of February 19, 2021, subject to continued service.

Outstanding Equity Awards at Year-End Table

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2021.



				Option Awards								Stock Awards

Name	Vesting Commencement Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(2)

Brian Chesky	4/20/2012		9,192,588		—		3.183		2/17/2024

	11/10/2020										1,200,000(2)		199,788,000		9,600,000		1,598,304,000

Dave Stephenson	2/19/2019(3)										89,286		14,865,226

	2/19/2020(4)										56,000		9,323,440

	2/25/2020(5)		81,072		134,814		40.18		8/8/2030

	11/19/2020(6)										20,945		3,487,133

	2/25/2021(5)		10,526		40,000		194.39		3/19/2031

	2/19/2021(6)										16,422		2,734,099

Nathan Blecharczyk	4/20/2012		1,972,860		—		3.183		2/17/2024

	2/25/2020(7)		15,555		101,108		40.18		11/10/2030

	11/25/2020(5)		46,542		407,242		40.18		11/10/2030

	2/19/2020(8)										41,999		6,992,414

	11/19/2020(6)										167,551		27,895,566

	2/25/2021(5)		7,894		30,001		194.39		3/19/2031

	2/19/2021(6)										12,316		2,050,491

Aristotle Balogh	5/25/2019(9)		161,902		66,668		59.91		11/13/2028

	5/19/2019(4)										52,382		8,721,079

	2/19/2020(4)										63,000		10,488,870

	2/25/2020(5)		128,330		151,666		40.18		8/8/2030

	2/25/2021(5)		11,184		42,500		194.39		3/19/2031

	2/19/2021(6)										17,448		2,904,918

Catherine Powell	1/29/2020(10)		88,420		63,158		59.53		2/19/2030

	2/19/2020(3)										28,422		4,731,979

	2/19/2020(4)										45,500		7,575,295

	2/25/2020(5)		92,684		109,536		40.18		8/8/2030

	2/25/2021(5)		9,868		37,500		194.39		3/19/2031

	2/19/2021(6)										15,396		2,563,280

(1)	Amounts are calculated by multiplying the number of shares shown in the table by $166.49, the closing per share price of our Class A common stock as of December 31, 2021.

(2)

Represents the Multi-Year Award based on the number of shares subject to the nine tranches that remain eligible to vest. The Multi-Year 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 a ten-year performance period. Each tranche will vest on the later of the specified vesting eligibility date, or, starting on the first anniversary of the date of grant, the date such average stock price exceeds the applicable stock price hurdle, subject to Mr. Chesky’s continued employment as our chief executive officer. As of December 31, 2021, the first two tranches of the Multi-Year Award were earned based on the Company’s achievement of the stock price hurdles in accordance with the terms of the Multi-Year Award, however only the first tranche of 1,200,000 RSUs had vested (the second tranche is eligible to vest on November 10, 2022) based on the Company’s achievement of the $125 stock price hurdle in accordance with the terms of the Multi-Year Award. Other than an amount necessary to cover taxes, shares underlying the vested RSUs will not be issued until two years after the RSUs vest. For additional detail on the vesting of the Multi-Year Award, see “CEO Multi-Year Equity Award” above.

(3)

The service-based vesting condition of the RSUs was satisfied as to 1/4th of the RSUs on February 25, 2020 for Mr. Stephenson and on February 25, 2021 for Ms. Powell, and as to 1/16th of the RSUs on each quarterly anniversary of the vesting commencement date thereafter, subject to continued service. The liquidity-based vesting condition was satisfied upon our initial public offering. In October 2021, we modified the vesting schedule of any portion of an RSU award held by a named executive officer that is subject to quarterly vesting dates and in doing so, the vesting commencement date of these awards was modified from February 25 to February 19, as shown in the table above.

(4)

The service-based vesting condition of the RSUs is satisfied as to 1/16th of the RSUs on each quarterly anniversary of the vesting commencement date, subject to continued service. The liquidity-based vesting condition was satisfied upon our initial public offering. In October 2021, we modified the vesting schedule of any portion of an RSU award held by a named executive officer that is subject to quarterly vesting dates and in doing so, the vesting commencement date of these awards was modified from February 25 to February 19 and from May 25 to May 19, as applicable and shown in the table above.

(5)	The option vests in 48 substantially equal installments on each monthly anniversary of the vesting commencement date, in each case, subject to continued service.

(6)

The RSUs vest as to 1/16th of the total number of RSUs on each quarterly anniversary of the vesting commencement date, subject to continued service. In October 2021, we modified the vesting schedule of any portion of an RSU award held by a named executive officer that is subject to quarterly vesting dates and in doing so, the vesting commencement date of these awards was modified from November 25 to November 19 and from February 25 to February 19, as applicable and shown in the table above.

(7)	The option vests in 48 substantially equal installments on each monthly anniversary of the vesting commencement date, in each case, subject to continued employment.

(8)

The RSUs vest as to 1/16th of the total number of RSUs on each quarterly anniversary of the vesting commencement date, subject to continued employment. In October 2021, we modified the vesting schedule of any portion of an RSU award held by a named executive officer that is subject to quarterly vesting dates and in doing so, the vesting commencement date of these awards was modified from February 25 to February 19, as shown in the table above.

(9)	The option vests as to 6.25% of the shares subject to the option on the vesting commencement date and as to 1/48th of the shares subject to the option on each monthly anniversary thereafter, subject to continued service.

(10)	The option vests as to 40% of the shares subject to the option on the first anniversary of the vesting commencement date, and as to 1/36th of the remaining shares subject to the option on each monthly anniversary thereafter, subject to continued service.

Option Exercises and Stock Vested

The following table summarizes the stock options that were exercised and the RSUs that vested during 2021.


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise		Value Realized Upon Exercise (1)		Number of Shares Acquired on Vesting			Value Realized Upon Vesting (2)
Brian Chesky		—		—		1,200,000	(3)	$	230,664,000
Dave Stephenson		33,000		3,195,060		107,088		$	18,758,970
Nathan Blecharczyk		500,000		92,066,310		77,358		$	13,550,226
Aristotle Balogh		—		—		117,740		$	20,626,241
Catherine Powell		—		—		71,140		$	13,062,596

(1)	Represents the difference between the fair market value of our stock underlying the options at exercise and the exercise price of the option.

(2)	Reflects the product of the number of shares of stock vested multiplied by the closing price of our common stock on the vesting date.

(3)	Represents the portion of the Multi-Year Award that was earned and vested on November 10, 2021. Outside of shares held to cover taxes, vested shares will not be delivered to Mr. Chesky for two years following the vesting date.

Pension Benefits

We do not maintain any defined benefit pension plans.

Nonqualified Deferred Compensation for Fiscal Year 2021

The following table provides information concerning the portion of the Multi-Year Award that was earned and vested but is subject to deferral under the applicable RSU award agreement. The RSUs were previously reported as compensation for 2020 based on their fair value as of the grant date in the Summary Compensation Table and have also been reported in the Option Exercises and Stock

Vested Tables in 2021 based on their fair value as of the vesting date. We do not maintain any other deferred compensation arrangements.


Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY($)			Aggregate Earnings (Losses) in Last FY ($)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)
Brian Chesky
Vested but Unissued RSUs		—		220,657,219	(1)		(29,536,522	) (2)		—		191,120,697	(3)

(1)

Amount is also captured in the “Value Realized on Vesting” reflected in the 2021 Option Exercises and Stock Vested table above. Represents the value of the Class A common stock underlying the 1,200,000 RSUs that vested on November 10, 2021 pursuant to the first tranche of the Multi-Year Award, less the shares used to satisfy employment tax obligations upon the vesting of the RSUs, multiplied by $192.22, the closing per share price of our Class A common stock on the vesting date. Of the 1,200,000 shares of Class A common stock that vested, 52,059 shares were used to satisfy employment tax obligations due in connection with the vesting of the RSUs, resulting in 1,147,941 shares actually deferred.

(2)	Represents the change in value of shares of our Class A common stock subject to the vested RSUs based on the change in the closing per share price from the vesting date to December 31, 2021.

(3)	Represents the aggregate value of the vested RSUs based on $166.49, the closing per share price of our Class A common stock on December 31, 2021.

Potential Payments Upon Termination or Change in Control

The leadership development, belonging and compensation committee approved Change in Control and Severance Agreements for each of our named executive officers. The agreements provide that in the event of the named executive officer’s termination without “cause” (as defined in the agreement) outside of the Change in Control Period (as defined below): (i) the named executive officer will be entitled to receive a cash amount equal to their annual base salary, payable in a single lump-sum payment, less applicable withholdings; and (ii) if the executive elects to receive continued healthcare coverage under COBRA, the Company will directly pay, or reimburse the named executive officer for the premium of continued healthcare coverage for the named executive officer and the executive’s covered dependents through the earlier of the annual anniversary of the date of termination and the date the named executive officer and the executive’s dependents become eligible for coverage under another employer’s plans. In addition, any outstanding equity awards held by the named executive officer that vest solely based on continued services will become vested with respect to the number of shares that would have vested during the six months following the date of termination had the executive’s employment continued.

In the event of the named executive officer’s termination without “cause” or resignation for “good reason” (each as defined below), within the period three months prior to and ending 12 months following a “change in control” of the Company (as defined in each applicable agreement) (the “Change in Control Period”): (i) the named executive officer will be entitled to receive a cash amount equal to their annual base salary plus target annual bonus, payable in a single lump-sum payment, less applicable withholdings; and (ii) if the executive elects to receive continued healthcare coverage under COBRA, the Company will directly pay, or reimburse the named executive officer for the premium of continued healthcare coverage for the named executive officer and the executive’s covered dependents through the earlier of the annual anniversary of the date of termination and the date the named executive officer and the executive’s dependents become eligible for coverage under another employer’s plans. In addition, any outstanding equity awards held by the named executive officer that vest solely based on continued services will become fully vested. Equity awards that have performance-vesting conditions will be governed by the terms of their award agreements.

“Cause” as defined in the Change in Control and Severance Agreements means the executive’s (i) conviction of, or entering a plea of guilty or no contest to or for, any felony (other than as a result of vicarious liability) or any crime involving moral turpitude, (ii) commission of an act of harassment or discrimination (as defined by the Company’s anti-harassment, discrimination, and retaliation policy or any successor policy), sexual assault, fraud, embezzlement or material misappropriation, (iii) material breach of fiduciary duty against the Company which has had or will have an adverse effect on the Company’s business, (iv) gross negligence or willful misconduct in the performance of the executive’s employment obligations and duties that has had or will have a material adverse effect on the Company’s business, (v) material breach of any material written agreement between

the executive and the Company or any material written policy of the Company, (vi) continued failure or refusal to perform material duties required of the executive under executive’s employment agreement or offer letter, or as instructed by the individual to whom executive directly reports, and (vii) any other misconduct which is, or could reasonably be expected to be, injurious to the financial condition or business reputation of the Company; and in the case of clauses (iv), (v), (vi) or (vii), only after there has been delivered to the executive a written demand to cure such breach with reasonable detail regarding the nature of the breach and, if such breach is capable of cure, such breach has not been cured within thirty (30) days from the date on which the executive received the written demand. Notwithstanding the foregoing, Cause shall not be deemed to exist under subclause (v), (vi) or (vii) during any Change in Control Period unless the act, or failure to act, giving rise to Cause is willfully taken, or not taken, with intent to harm the Company or any of its affiliates.

“Good Reason” as defined in the Change in Control and Severance Agreements means the occurrence of any of the following without the executive’s written consent: (i) a material diminution in the executive’s authority, duties or responsibilities as in effect immediately prior to such reduction (excluding any interim responsibilities); (ii) a material reduction in the executive’s annual base salary; (iii) the relocation of the executive’s place of work to a location that increases the executive’s one-way commute by more than fifty (50) miles; or (iv) the Company’s material breach of a material agreement between the executive and the Company; provided, that no resignation for Good Reason shall be effective unless and until (1) the executive has first provided the Company with written notice specifically identifying the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days after the occurrence thereof, (2) the Company has not cured such acts or omissions that are capable of cure within thirty (30) days of its actual receipt of such notice, and (3) the effective date of Executive’s termination for Good Reason occurs no later than sixty (60) days after the initial existence of the facts or circumstances constituting Good Reason.

All such severance payments and benefits under the Change in Control and Severance Agreements will be subject to the named executive officer’s execution of a general release of claims against us.

In addition to the severance benefits provided under each named executive officers’ change in control agreement, as described above, under our 2008 Plan and our 2018 Plan, in the event of a change in control of the Company where outstanding awards are not assumed or substituted, all awards, other than the Multi-Year Award, will vest in full. The vesting of the Multi-Year Award converts to a service-based award based on the proceeds paid in the change in control and the vesting date applicable to each stock hurdle achieved or partially achieved. The converted service-based award fully accelerates if not assumed or substituted or upon a termination without cause or constructive termination within 12 months following the change in control. Outside of a change in control, 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.

The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our named executive officers. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2021, and the price per share of our Class A common stock is the closing price as of December 31, 2021 ($166.49). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date.


	UPON QUALIFYING TERMINATION— OUTSIDE OF CHANGE IN CONTROL PERIOD								UPON QUALIFYING TERMINATION— DURING CHANGE IN CONTROL PERIOD

Name	Cash Severance ($)(1)		Continuation Of Medical Benefits ($)		Value Of Accelerated Vesting ($)(2)		Total ($)		Cash Severance ($)(1)		Continuation Of Medical Benefits ($)		Value Of Accelerated Vesting ($)(2)		Total ($)

Brian Chesky		1		4,615		—		4,616		1		4,615		199,788,000		199,792,616

Dave Stephenson		600,000		13,693		12,949,100		13,562,793		1,050,000		13,693		25,898,619		26,962,312

Nathan Blecharczyk		400,000		13,348		18,283,688		18,697,036		640,000		13,348		36,567,289		37,220,637

Aristotle Balogh		600,000		13,693		14,208,043		14,821,736		1,050,000		13,693		29,224,727		30,288,420

Catherine Powell		600,000		11,494		8,468,866		9,080,360		1,050,000		11,494		16,622,486		17,683,980

(1)	The severance amount related to base salary was determined based on the base salaries in effect on December 31, 2021 and the severance amount related to target annual bonus was determined based on the target bonuses as on December 31, 2021.

(2)

The value of accelerated options is calculated by multiplying (i) the number of shares accelerated by (ii) any positive excess of $166.49, the closing price per share of our Class A common stock on December 31, 2021, over the applicable exercise price, and the value of accelerated RSUs is calculated by multiplying the number of RSUs accelerated by $166.49, the closing price per share of our Class A common stock on December 31, 2021. The value of accelerated equity awards covering Class B common stock held by Mr. Blecharczyk was also calculated using the foregoing methodology because the Class B common stock is not publicly traded. The amounts set forth in this column also represent the value of the acceleration of equity awards in the event of a change in control of the Company where outstanding awards are not assumed or substituted, where all awards, other than the Multi-Year Award, will vest in full. In such case, the vesting of the Multi-Year Award converts to a service-based award based on the proceeds paid in the change in control and the vesting date applicable to each stock hurdle achieved or partially achieved.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer.

The following table sets forth the ratio of our Chief Executive Officer Brian Chesky’s total compensation to that of the Company’s median employee for the year ended December 31, 2021.


Chief Executive Officer total annual compensation	$	132,152
Median Employee total annual compensation	$	202,541
Ratio of Chief Executive Officer to Median Employee total annual compensation		0.65 to 1

This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The Company chose December 31, 2021 as the date for establishing the employee population used in identifying the median employee and 2021 as the measurement period. We captured all full time, part-time and temporary employees globally as of December 31, 2021.

We identified the median employee using the annualized base salary and annualized bonus target as of December 31, 2021, in addition to the aggregate fair market value of all equity awarded in 2021. The annual total compensation of the median employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Compensation Risk Assessment

Management has conducted a risk assessment of our compensation plans and practices and concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. The objective of the assessment was to identify any compensation plans or practices that may encourage employees to take unnecessary risk that could threaten the Company. No such plans or practices were identified. The leadership development, belonging and compensation committee has reviewed and agrees with management’s conclusion.

Director Compensation

Non-Employee Director Compensation Policy

Directors who are not employees of the Company are eligible to receive compensation pursuant to our amended and restated non-employee director compensation policy (“Non-Employee Director

Compensation Policy”). Under our Non-Employee Director Compensation Policy, our non-employee directors are entitled to the following cash retainers, which unless noted otherwise are paid once per year following the conclusion of each fiscal year:

•

Each non-employee director receives an annual cash retainer in the amount of $50,000 per year, which is paid in quarterly installments following the end of each fiscal quarter.

•

The lead independent director receives an additional cash retainer of $25,000 per year, and the chairman of the board of directors receives an additional cash retainer of $50,000 per year.

•

chairperson of the audit, risk and compliance committee receives an additional annual cash retainer in the amount of $40,000 per year for such chairperson’s service on the audit, risk and compliance committee. Each non-chairperson member of the audit, risk and compliance committee receives an additional annual cash retainer in the amount of $15,000 per year for such member’s service on the audit, risk and compliance committee.

•

The chairperson of the leadership development, belonging and compensation committee receives an additional annual cash retainer in the amount of $37,500 per year for such chairperson’s service on the leadership development, belonging and compensation committee. Each non-chairperson member of the leadership development, belonging and compensation committee receives an additional annual cash retainer in the amount of $12,500 per year for such member’s service on the leadership development, belonging and compensation committee.

•

The chairperson of the nominating and corporate governance committee receives an additional annual cash retainer in the amount of $30,000 per year for such chairperson’s service on the nominating and corporate governance committee. Each non-chairperson member of the nominating and corporate governance committee receives an additional annual cash retainer in the amount of $10,000 per year for such member’s service on the nominating and corporate governance committee.

•

The chairperson of the stakeholder committee receives an additional annual cash retainer in the amount of $37,500 per year for such chairperson’s service on the stakeholder committee. Each non-chairperson member of the stakeholder committee receives an additional annual cash retainer in the amount of $12,500 per year for such member’s service on the stakeholder committee.

Under our Non-Employee Director Compensation Policy, in the event a non-employee director is appointed to the board of directors on a date other than May 25, he or she will receive an initial award of RSUs covering a number of shares of the Class A common stock valued at $300,000 based on the Company’s then-current per share fair market value, multiplied by a fraction, the numerator of which is the number of days from and including his or her appointment until the next May 25th, and the denominator of which is 365. The initial RSU award will vest in full on the May 25 following the date of grant, subject to continued service on the board of directors. In addition, on each May 25, each non-employee director will automatically be granted an annual award of RSUs covering a number of shares of the Class A common stock valued at $300,000 based on the Company’s then-current per share fair market value, which annual award will vest in full on the first anniversary of the grant date, subject to continued service on the board of directors. All RSUs granted under our Non-Employee Director Compensation Policy vest in full in the event of a change in control of the Company. In addition, non-employee directors may elect to receive their annual cash fees in the form of RSUs, which award will be granted and vest in the same manner as the initial RSU award, if such election is made in connection with the director’s initial appointment to the board of directors, or else the annual RSU award.

Non-Employee Director Stock Ownership Policy

We have also adopted a stock ownership policy for our non-employee directors, which requires each non-employee director to hold shares of our common stock equal to five times the annual cash retainer for service on the board.

Director Compensation Table for 2021

The following table contains information concerning the compensation of our non-employee directors in 2021.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)	Total ($)
Angela Ahrendts	75,000	299,904	—	374,904
Amrita Ahuja(3)	3,205	133,025	—	136,230
Kenneth Chenault	97,500	299,915	—	397,145
Belinda Johnson	87,500	299,870	—	387,370
Jeffrey Jordan	95,000	299,870	—	394,870
Alfred Lin	102,500	299,872	—	402,372
Ann Mather(4)	95,616	299,870	—	395,486

(1)

Amounts reflect the cash retainers earned by the directors for their service during 2021 pursuant to our Non-Employee Director Compensation Policy. In addition, each of Ms. Ahrendts, Mr. Chenault, Mr. Jordan and Mr. Lin elected to receive RSUs in lieu of cash compensation under our Non-Employee Director Compensation Policy for 2021. Amounts for such directors reflect the cash fees forgone at the election of the director to receive the following RSU awards, which were granted in May 2021: Ms. Ahrendts: 560 RSUs; Mr. Chenault: 728 RSUs; Mr. Jordan: 709 RSUs; and Mr. Lin: 765 RSUs. In connection with her appointment to the Board in December 2021, Ms. Ahuja elected to receive RSUs in lieu of cash compensation under our Non-Employee Director Compensation Policy for 2021 and received a grant of 19 RSUs. Such amounts were determined by dividing the applicable amount of the cash fees by the fair market value of a share of our Class A common stock as of the date of grant.

(2)

Amounts reflect the grant-date fair value of stock awards granted during 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. During 2021, each non-employee director, other than Ms. Ahuja, received an annual grant of 2,238 RSUs on May 25, 2021 with a grant date fair value of $299,870. Ms. Ahuja received a grant of 792 RSUs on December 14, 2021 with a grant-date fair value of $133,024. See Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 for the assumptions used in calculating these values. The amounts in the table also reflect the incremental value of RSUs received in lieu of cash fees due to rounding.

(3)	Ms. Ahuja joined the board of directors on December 13, 2021.

(4)	Ms. Mather resigned from the board of directors effective December 15, 2021.

The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2021 by each non-employee director who was serving as of December 31, 2021.


Name	Options Outstanding at Fiscal Year End		RSUs Outstanding at Fiscal Year End
Angela Ahrendts		15,798		2,798
Amrita Ahuja		—		811
Kenneth Chenault		16,692		2,966
Belinda Johnson		927,878		2,238
Jeffrey Jordan		—		2,947
Alfred Lin		—		3,003
Ann Mather		—		—

EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain information as of December 31, 2021, with respect to all of our equity compensation plans in effect on that date.


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights			(b) Weighted-Average Exercise Price of Outstanding Options and Rights(1)		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders (2)		60,912,752	(3)	$	13.28		84,413,328	(4)
Equity compensation plans not approved by security holders (5)		101,605	(6)	$	22.67		—
Total		61,014,357		$	13.32		84,413,328

(1)	Represents the weighted-average exercise price of outstanding options. Because RSUs do not have an exercise price, the weighted-average exercise price does not take into account outstanding RSUs.

(2)	Consists of the 2008 Equity Incentive Plan (the “2008 Plan”), the 2018 Equity Incentive Plan (the “2018 Plan”), the 2020 Equity Incentive Plan (the “2020 Plan”), and the Employee Stock Purchase Plan (the “ESPP”).

(3)

Consists of 24,122,297 shares of common stock underlying outstanding options and 36,790,455 shares of common stock underlying outstanding RSUs. Does not include up to a maximum of 246,808 shares that may be purchased in the current offering periods under the ESPP, based on enrollment as of December 31, 2021.

(4)

Consists of 81,365,384 shares of common stock available for issuance under the 2020 Plan and 3,047,944 shares of common stock available for issuance under the ESPP (of which up to a maximum of 246,808 shares may be purchased in the current offering periods under the ESPP, based on enrollment as of December 31, 2021).

(5)	Consists of the Hotel Tonight Plan, Inc. 2011 Equity Incentive Plan (the “Hotel Tonight Plan”). The Hotel Tonight Plan was approved by Hotel Tonight’s shareholders prior to its acquisition by the Company. The material features of the Hotel Tonight Plan are more fully described below.

(6)	Consists of 98,093 shares of common stock underlying outstanding options and 3,512 shares of common stock underlying outstanding RSUs.

The number of shares reserved for issuance or transfer pursuant to awards under the 2020 Plan will be increased by (i) the number of shares represented by awards outstanding under our 2008 Plan, Hotel Tonight Plan, or 2018 Plan that become available for issuance under the counting provisions of the 2020 Plan following its effective date and (ii) an annual increase on the first day of each year beginning in 2022 and ending in 2030, equal to the lesser of (A) 5% of the shares of all series of our common stock outstanding on the last day of the immediately preceding year and (B) such smaller number of shares of stock as determined by our board of directors.

The number of shares authorized for sale under the ESPP is subject to an annual increase on the first day of each year beginning in 2022 and ending in 2030, equal to the lesser of (A) 1% of the shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding year and (B) such number of shares of common stock as determined by our board of directors.

Hotel Tonight, Inc. 2011 Equity Incentive Plan

In connection with our acquisition of Hotel Tonight, Inc., in April 2019, we assumed the outstanding stock options and restricted stock units under the Hotel Tonight Plan. In connection with the effectiveness of our 2020 Plan, no further awards were or will be granted under the Hotel Tonight Plan. However, all outstanding awards will continue to be governed by their existing terms.

Administration. Our board of directors has the authority to administer the Hotel Tonight Plan and the awards granted under it. The administrator has the authority to construe and interpret the Hotel Tonight Plan and to prescribe, amend and rescind rules and regulations relating to the Hotel Tonight Plan.

Adjustments of Awards. In the event that a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or other change in the company’s corporate or capital structure results in (i) the outstanding shares of common stock, or any securities exchanged therefor or received in

their place, being exchanged for a different number or kind of securities of the company or any other company or (ii) new, different or additional securities of the company or any other company being received by the holders of shares of common stock, then the administrator will make proportional adjustments in the maximum number and kind of securities available for issuance under the Hotel Tonight Plan, the maximum number and kind of securities issuable as ISOs, and the number and kind of securities that are subject to any outstanding award and per share price of such securities.

Change in Control. In the event of a change in control in which the successor or acquiring company does not assume or substitute outstanding awards, then the vesting, and as applicable, exercisability, of such awards will accelerate in full. The administrator may also provide for the termination of outstanding awards upon a change in control in exchange for a cash payment in the amount of the acquisition price less any exercise or purchase price.

Amendment and Termination. Our board of directors may amend or terminate the Hotel Tonight Plan at any time, subject to stockholder approval as required by applicable law. In connection with the effectiveness of our 2020 Plan, no further awards are granted under the Hotel Tonight Plan.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes a summary of transactions since January 1, 2021 and any currently proposed transactions to which we were or are expected to be a participant in which (i) the amount involved exceeded or will exceed $120,000, and (ii) any of our directors, executive officers, or holders of more than 5% of our capital stock, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described under the sections titled “Compensation Discussion and Analysis” and “Executive Compensation Tables.”

Investors’ Rights Agreement

We are party to an Amended and Restated Investors’ Rights Agreement, dated as of April 17, 2020 (“Investors’ Rights Agreement”), with certain holders of our capital stock and warrants. The Investors’ Rights Agreement provides, among other things, that certain holders of our capital stock and warrants have the right to request that we file a registration statement, and/or request that their shares be covered by a registration statement that we are otherwise filing, subject to certain exceptions.

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.

Indemnification Agreements

We have entered into indemnification agreements with each of our current directors and officers. Our restated certificate of incorporation and our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by applicable law.

Employment Arrangement with an Immediate Family Member of Our Director

Alison Jordan, the daughter of Jeffrey Jordan, a member of our board of directors, has served as a Strategic Partnerships Coordinator from July 2017 to May 2020 and a Policy Program Manager since May 2020. Ms. Jordan’s compensation was based on reference to external market practice of similar positions or internal pay equity when compared to the compensation paid to employees in similar positions who were not related to our director, Mr. Jordan. Ms. Jordan’s equity awards were granted on the same general terms and conditions as applicable to employees in similar positions who were not related to our director, Mr. Jordan. Mr. Jordan plays no personal role in determining his daughter’s compensation or reviewing his daughter’s performance. Mr. Jordan does not receive a direct or indirect benefit from his daughter’s position with us.

Asset Purchase Agreement

On April 21, 2022, we entered into an agreement to transfer to a newly-formed company (“Newco”), of which Mr. Gebbia is a majority investor, certain tangible personal property and intellectual

property. In consideration for the asset transfer, we received a simple agreement for future equity (“SAFE”) in Newco in the amount of approximately $2.5 million. We have also agreed to either assign or sublease two short-term leases for workspaces for Newco’s continued use. The transaction with Newco, including the real estate arrangements, was approved by our audit, risk and compliance committee, in accordance with our related party transaction policy.

Policies and Procedures for Related Party Transactions

Our board of directors has adopted a written related party transaction policy setting forth the policies and procedures for the review and approval or ratification of related party transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related party had or will have a direct or indirect material interest, including without limitation purchases of goods or services by or from the related party or entities in which the related party has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related party. In reviewing and approving any such transactions, the chair of our audit, risk and compliance committee is tasked to consider all relevant facts and circumstances, including but not limited to whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related party’s interest in the transaction. All such approved transactions must be ratified by the audit, risk and compliance committee, taking into account the foregoing considerations, during the meetings held at least once during each fiscal quarter. Unless noted otherwise, all of the transactions described in this section occurred prior to the adoption of this policy.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 8, 2022 for:

•

each of our named executive officers;

•

each of our executive officers;

•

each of our directors;

•

all of our executive officers and directors as a group; and

•

each person known by us to be the beneficial owner of more than five percent of any class of our voting securities.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned as of April 8, 2022, subject to community property laws where applicable. We have deemed shares of our common stock subject to stock options or warrants that are currently exercisable or will be exercisable within 60 days of April 8, 2022 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of April 8, 2022 to be outstanding and to be beneficially owned by the person holding the stock option, warrant, or RSU for the purpose of computing the percentage ownership of that person. We did not deem these shares subject to stock options, warrants, or RSUs outstanding for the purpose of computing the percentage ownership of any other person or entity.

We have based percentage ownership of our common stock on 382,630,686 shares of our Class A common stock outstanding, 253,812,149 shares of our Class B common stock outstanding, and 9,200,000 shares of Class H outstanding as of April 8, 2022. There were no shares of Class C common stock outstanding as of April 8, 2022. Percentage of voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. Each holder of our Class A common stock is entitled to one vote per share and each holder of our Class B common stock is entitled to twenty votes per share on all matters submitted to a vote of the stockholders. The holders of our voting stock, consisting of Class A and Class B common stock, generally vote together as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by Delaware law or our restated certificate of incorporation. Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Airbnb, Inc., 888 Brannan Street, San Francisco, California 94103. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.



	Shares Beneficially Owned at April 8, 2022															% of Voting Power
	Class A					Class B					Class H
Name of Beneficial Owner	Shares		%			Shares		%			Shares		%

*Executive Officers and Directors:*

Brian Chesky(1)		—		—			76,407,686		29.1	%		—		—			27.1	%

Nathan Blecharczyk(2)		232,306		*			64,646,713		25.3	%		—		—			23.5	%

Joseph Gebbia(3)		5,113,865		1.3	%		58,023,452		22.9	%		—		—			21.4	%

Dave Stephenson(4)		204,782		*			—		—			—		—			*

Aristotle Balogh(5)		532,375		*			—		—			—		—			*

Catherine Powell(6)		279,960		*			—		—			—		—			*

Amrita Ahuja(7)		1,411		*			—		—			—		—			*

Angela Ahrendts(8)		33,298		*			—		—			—		—			*

Kenneth Chenault(9)		40,716		*			—		—			—		—			*

Belinda Johnson(10)		987,205		*			416,554		*			—		—			*

Jeffrey Jordan(11)		304,278		*			—		—			—		—			*

Alfred Lin(12)		88,358		*			615,969		*			—		—			*

All current executive officers and directors as a group (12 persons)(13)		7,914,320		2.1	%		200,110,634		75.5	%		—		—			70.5	%

*5% Stockholders:*

Entities Affiliated with Sequoia Capital(14)		857,482		*			51,505,045		20.3	%		—		—			18.9	%

FMR LLC(15)		22,990,440		6.0	%		—		—			—		—			*

Airbnb Host Endowment LLC(16)		—		—			—					9,200,000		100.0	%

*	Represents less than 1%.

(1)

Consists of: (i) 64,177,031 shares of Class B common stock held of record by the Brian Chesky Revocable Trust; (ii) 63,655 shares of Class B common stock held of record by Brian Chesky and Robert Joseph St. Aubin, Trustees of the Brian Chesky Legacy Trust created under the Brian Chesky 2016 Long-Term Trust Agreement dated July 26, 2016; (iii) 15,266 shares of Class B common stock held of record by Deborah Chesky and Robert Joseph St. Aubin, as Trustees of Allison’s Trust created under The Brian Chesky 2016 Long-Term Trust Agreement dated as of July 26, 2016; (iv) 157,311 shares of Class B common stock held of record by Brian Chesky and Robert Joseph St. Aubin, Trustees of Allison’s 2019 Trust under Agreement dated as of February 15, 2019; (v) 391,413 shares of Class B common stock held of record by Brian Chesky, as Trustee of the Brian Chesky 2019 Grantor Retained Annuity Trust II created under Agreement dated as of February 15, 2019; (vi) 455,211 shares of Class B common stock held of record by Brian Chesky, as Trustee of the Brian Chesky 2020 Grantor Retained Annuity Trust A under Agreement dated as of August 4, 2020; (vii) 455,211 shares of Class B common stock held of record by Brian Chesky, as Trustee of the Brian Chesky 2020 Grantor Retained Annuity Trust B under Agreement dated as of August 4, 2020; (viii) 750,000 shares of Class B common stock held by Brian Chesky, as Trustee of the Brian Chesky 2021 Grantor Retained Annuity Trust A; (ix) 750,000 shares of Class B common stock held by Brian Chesky, as Trustee of the Brian Chesky 2021 Grantor Retained Annuity Trust B; and (x) 9,192,588 shares of Class B common stock subject to a stock option held by Mr. Chesky that is exercisable within 60 days of April 8, 2022. Mr. Chesky does not have voting or dispositive power over shares in the trust referenced in clause (iii) of this footnote. All of the shares identified in this footnote are subject to the Founder Voting Agreement.

(2)

Consists of: (i) 57,029 shares of Class A common stock held of record by Mr. Blecharczyk; (ii) 141 shares of Class A common stock held by the Blecharczyk Revocable Trust; (iii) 44,437,403 shares of Class B common stock held by the Blecharczyk Revocable Trust; (iv) 13,276,230 shares of Class B common stock held by Nathan Blecharczyk, as Trustee of the Nathan Blecharczyk 2020 GRAT; (v) 154,417 shares of Class A common stock and 1,972,860 shares of Class B common stock subject to stock options held by Mr. Blecharczyk that are exercisable within 60 days of April 8, 2022; and (vi) 20,719 shares of Class A common stock issuable upon the vesting and settlement of RSUs held by Mr. Blecharczyk within 60 days of April 8, 2022. Also includes 786,446 shares of Class B common stock held of record by Gioacchino Curiale, as Trustee of the Blecharczyk 2015 Irrevocable Trust and 4,173,774 shares of Class B common stock held by Gioacchino Curiale, as Trustee of the Nathan Blecharczyk 2015 GRAT Remainder Trust; Mr. Blecharczyk does not have voting or dispositive power over the shares held by these two trusts. All of the shares identified in this footnote are subject to the Founder Voting Agreement.

(3)

Consists of: (i) 5,047,398 shares of Class A common stock held of record by The Sycamore Trust, for which Mr. Gebbia is a trustee; (ii) 51,931,052 shares of Class B common stock held of record by The Sycamore Trust, for which Mr. Gebbia is a trustee; (iii) 92,400 shares of Class B common stock held of record by Ulderico LLC; (iv) 1,000,000 shares of Class B common stock held of record by Guernica LLC; (v) 2,000,000 shares of Class B common stock held of record by Guernica 2, LLC; (vi) 3,000,000 shares of Class B common stock held of record by Guernica 3, LLC; (vi) 45,748 shares of

Class A common stock subject to stock options held by Mr. Gebbia that are exercisable within 60 days of April 8, 2022; and (vii) 20,719 shares of Class A common stock issuable upon the vesting and settlement of RSUs held by Mr. Gebbia within 60 days of April 8, 2022. Mr. Gebbia is the owner of each of Ulderico LLC, Guernica LLC, Guernica 2, LLC, Guernica 3, LLC. All of the shares identified in this footnote are subject to the Founder Voting Agreement.

(4)

Consists of: (i) 49,574 shares of Class A common stock held of record by Dave Stephenson, (ii) 126,596 shares of Class A common stock subject to a stock options held by Mr. Stephenson that is exercisable within 60 days of April 8, 2022; and (iii) 28,612 shares of Class A common stock issuable upon the vesting of RSUs held by Mr. Stephenson within 60 days of April 8, 2022.

(5)

Consists of: (i) 146,477 shares of Class A common stock held of record by Aristotle Balogh; (ii) 364,031 shares of Class A common stock subject to stock options held by Mr. Balogh that are exercisable within 60 days of April 8, 2022; and (iii) 21,867 shares of Class A common stock issuable upon the vesting of RSUs held by Mr. Balogh within 60 days of April 8, 2022.

(6)

Consists of: (i) 35,331 shares of Class A common stock held of record by Catherine Powell; (ii) 233,173 shares of Class A common stock subject to stock options held by Ms. Powell that are exercisable within 60 days of April 8, 2022; and (iii) 11,456 shares of Class A common stock issuable upon the vesting of RSUs held by Ms. Powell within 60 days of April 8, 2022.

(7)	Consists of: (i) 600 shares of Class A common stock held in trust for the benefit of Amrita Ahuja; and (ii) 811 shares of Class A common stock issuable upon the vesting of RSUs held by Ms. Ahuja within 60 days of April 8, 2022.

(8)

Consists of: (i) 14,702 shares of Class A common stock held of record by Angela Ahrendts; (ii) 15,798 shares of Class A common stock subject to stock options held by Ms. Ahrendts that are exercisable within 60 days of April 8, 2022; and (iii) 2,798 shares of Class A common stock issuable upon the vesting of RSUs held by Ms. Ahrendts within 60 days of April 8, 2022.

(9)

Consists of: (i) 21,058 shares of Class A common stock held of record by Kenneth Chenault; (ii) 16,692 shares of Class A common stock subject to a stock option held by Mr. Chenault that is exercisable within 60 days of April 8, 2022; and (iii) 2,966 shares of Class A common stock issuable upon the vesting of RSUs held by Mr. Chenault within 60 days of April 8, 2022.

(10)

Consists of: (i) 57,089 shares of Class A common stock held of record by Belinda J. Johnson; (ii) 416,554 shares of Class B common stock held of record by Belinda J. Johnson and William Brent Johnson, Trustees of the Johnson Family Trust U/A/D 06/21/2005; (iii) 927,878 shares of Class A common stock subject to stock options held by Ms. Johnson that are exercisable within 60 days of April 8, 2022; and (iv) 2,238 shares of Class A common stock issuable upon the vesting of RSUs held by Ms. Johnson within 60 days of April 8, 2022.

(11)	Consists of: (i) 2,127 shares of Class A common stock held of record by Jeffrey Jordan; (ii) 299,204 shares of Class A common stock held by the Jordan Family Trust; and (iii) 2,947 shares of Class A common stock issuable upon the vesting of RSUs held by Mr. Jordan within 60 days of April 8, 2022.

(12)

Consists of: (i) 2,127 shares of Class A common stock held of record by Alfred Lin; (ii) 83,228 shares of Class A common stock held by an estate planning vehicle; (iii) 615,969 shares of Class B common stock held by an estate planning vehicle; and (iv) 3,003 shares of Class A common stock issuable upon the vesting of RSUs held by Mr. Lin within 60 days of April 8, 2022. Mr. Lin does not have beneficial ownership of the shares held by the entities affiliated with Sequoia Capital identified in footnote 14.

(13)

Consists of: (i) 5,842,765 shares of Class A common stock held; (ii) 188,945,186 shares of Class B common stock held; (iii) 1,949,829 shares of Class A common stock subject to stock options that are exercisable within 60 days of April 8, 2022; (iv) 11,165,448 shares of Class B common stock subject to stock options that are exercisable within 60 days of April 8, 2022; and (v) 121,726 shares of Class A common stock issuable upon the vesting and settlement of RSUs.

(14)

Based on our records and a Form 4 filed with the SEC on February 28, 2022. Consists of: (i) 25,604,343 shares of Class B common stock held of record by Sequoia Capital XII, L.P. (“SC XII”); (ii) 3,893,552 shares of Class B common stock held of record by Sequoia Capital XII Principals Fund, LLC (“SC XII PF”); (iii) 1,363,155 shares of Class B common stock held of record by Sequoia Technology Partners XII, L.P. (“STP XII”); (iv) 2,640,364 shares of Class B common stock held of record by SC US GF V Holdings, Ltd. (“US GF V Holdco”); (v) 123,852 shares of Class B common stock held of record by Sequoia Capital U.S. Growth Fund VII, L.P. (“US GF VII”); (vi) 11,512 shares of Class B common stock held of record by Sequoia Capital U.S. Growth VII Principals Fund, L.P. (“US GF VII PF”); (vii) 2,141,771 shares of Class B common stock held of record by Sequoia Capital Global Growth Fund, LP (“GGF”); (viii) 74,609 shares of Class B common stock held of record by Sequoia Capital Global Growth Principals Fund, LP (“GGF PF”); (ix) 502,758 shares of Class A common stock and 591,946 shares of Class B common stock held of record by Sequoia Capital Global Growth Fund II, L.P. (“GGF II”); (x) 7,746 shares of Class A common stock and 9,120 shares of Class B common stock held of record by Sequoia Capital Global Growth II Principals Fund, L.P. (“GGF II PF”); (xi) 306,184 shares of Class A common stock and 12,568,620 shares of Class B common stock held of record by Sequoia Capital Fund, LP (“Sequoia CF”); and (xii) 40,794 shares of Class A common stock and 2,482,201 shares of Class B common stock held of record by Sequoia Capital Fund Parallel, LLC (“Sequoia CFP”). SC XII Management, LLC (“SC XII Management”) is the general partner of each of SC XII and STP XII, and the managing member of SC XII PF. As a result, SC XII Management may be deemed to share voting and dispositive power with respect to the shares held by SC XII, SC XII PF, and STP XII. SC US (TTGP), Ltd. is: (i) the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. (collectively, the “US GF V Funds”), which together own 100% of the outstanding ordinary shares of US GF V Holdco; (ii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of US GF VII and US

GF VII PF (collectively, the “SC US GF VII Funds”); (iii) the general partner of SCGGF Management, L.P., which is the general partner of each of GGF and GGF PF (collectively, the “SC GGF Funds”); (iv) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of GGF II and GGF II PF (collectively, the “SC GGF II Funds”), and (v) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of each of Sequoia CF and Sequoia CFP (collectively, the “Sequoia CF Funds”). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by US GF V Holdco, the SC US GF VII Funds, the SC GGF Funds, the SC GGF II Funds, and the Sequoia CF Funds. In addition, the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the SC GGF Funds are Douglas M. Leone and James J. Goetz, and the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the SC GGF II Funds are Douglas M. Leone and Roelof F. Botha. As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by the SC GGF Funds or SC GGF II Funds, as applicable. The address for each of these entities and individuals is 2800 Sand Hill Road, Suite 101, Menlo Park, California 94025.

(15)

Based on our records and a Schedule 13G filed with the SEC on February 9, 2022. Consists of 22,990,440 shares of Class A common stock held by FMR LLC and Abigail. P. Johnson, a Director and the Chairman and Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co. LLC”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. This footnote reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the “FMR Reporters”). This footnote does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). The address for FMR LLC is 245 Summer Street, Boston, MA 02210. The address for Abigail P. Johnson is 245 Summer Street, Boston, MA 02210.

(16)

Consists of 9,200,000 shares of Class H common stock issued by us to our wholly-owned subsidiary on November 10, 2020. Each share of Class H common stock is entitled to no votes and will convert into a share of Class A common stock on a share-for-share basis upon the sale of such share of Class H common stock to any person or entity that is not our subsidiary.

OTHER MATTERS

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file with the SEC reports of beneficial ownership and reports of changes in beneficial ownership of such securities on Forms 3, 4 and 5. Based solely on a review of the copies of such forms filed electronically with the SEC, and on written representations from certain reporting persons, we believe that during fiscal year 2021 and through the date of the filing of our Proxy Statement, our directors, executive officers and ten-percent stockholders complied with all applicable Section 16(a) filing requirements other than (i) a Form 4 filing for Catherine Powell that was filed on August 30, 2021 relating to a transaction completed on August 17, 2021, (ii) a Form 4 filing for Ann Mather that was filed on August 30, 2021 relating to a transaction completed on August 17, 2021, (iii) a Form 4 filing for Dave Stephenson that was filed on April 21, 2022 relating to a transaction completed on December 10, 2021, and (iv) a Form 4 filing for Alfred Lin that was filed on March 1, 2022 relating to transactions completed on February 24, 2022.

Annual Report on Form 10-K

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including financial statements and schedules thereto but not including exhibits, as filed with the SEC, will be sent to any stockholder of record as of April 8, 2022 without charge upon written request addressed to:

Airbnb, Inc.

Investor Relations

888 Brannan Street

San Francisco, CA 94103

Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. You also may access this proxy statement and our Annual Report on Form 10-K on the SEC’s website at www.sec.gov and on our website at https://investors.airbnb.com.

Other Business

Neither we nor our board of directors intend to propose any matters of business at the Annual Meeting other than the proposals described in this proxy statement. Neither we nor our board of directors are aware of any matters to be proposed by others at the Annual Meeting.

By Order of the Board of Directors,

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SEC Form DEF 14A filed by Airbnb Inc.