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

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Filed by a Party other than the Registrant

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Check the appropriate box:

☐	Preliminary Proxy Statement

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

☒	Definitive Proxy State ment

☐	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 2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held Virtually on June 1, 2023

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Stockholders of Airbnb, Inc. (the “Annual Meeting”) will be held on June 1, 2023, at 9:30 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 Nathan Blecharczyk and Alfred Lin as Class III Directors to serve until the 2026 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, 2023; 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 6, 2023 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 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, 2022, 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 21, 2023

TABLE OF CONTENTS


PROXY STATEMENT			1

2023 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 2024 Annual Meeting of Stockholders			6
Director Nominations for the 2024 Annual Meeting of Stockholders			6
Matters for Consideration at the 2024 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			18
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			49

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			51

Investors’ Rights Agreement			51
Nominating Agreement			51
Indemnification Agreements			51
Employment Arrangement with an Immediate Family Member of Our Director			51
Asset Purchase Agreement			52
Policies and Procedures for Related Party Transactions			52

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			53

OTHER MATTERS			57

Delinquent Section 16(a) Reports			57
Annual Report on Form 10-K			57
Other Business			57

LOGO

AIRBNB, INC.

888 Brannan Street

San Francisco, CA 94103

PROXY STATEMENT

2023 Annual Meeting of Stockholders

Date: June 1, 2023

Time: 9:30 a.m. Pacific Daylight Time

Place: 2023 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 provide you with 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, as well as any subsequent instructions that will be delivered to you via email.

The Record Date for the Annual Meeting is April 6, 2023. 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 21, 2023, 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, 2022.

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. 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 a consistent experience. 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 provide you with 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, as well as any 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. 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, 2022 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, 2022 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 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, 2022, 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, will constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established at the Annual Meeting, will 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, will 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:

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

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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 412,307,024 shares of Airbnb’s Class A common stock issued and outstanding and 217,848,017 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 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 a “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:

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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 9:30 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 the 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 instructions and choice of stockholders 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:

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

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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 bank or 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 bank or 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 Nathan Blecharczyk and Alfred Lin as Class III Directors to serve until the 2026 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, 2023; 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 two 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;

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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 2024 Annual Meeting of Stockholders

Matters for inclusion in the proxy materials for the 2024 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, 2023. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Director Nominations for the 2024 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 2, 2024 and no later than March 3, 2024. 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.

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.

Matters for Consideration at the 2024 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 2024 annual meeting of stockholders, but not for inclusion in the proxy materials, must be received no earlier than February 2, 2024 and no later than March 3, 2024. 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.

In connection with the 2024 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.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Our board of directors has nominated Nathan Blecharczyk and Alfred Lin as Class III director nominees for election at the Annual Meeting to hold office until the Annual Meeting of Stockholders to be held in 2026, and until their respective successors are duly elected and qualified. If a nominee ceases to be a candidate for election by the time of the Annual Meeting (a contingency that the board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of our board of directors.

Recommendation of Board of Directors

Our board of directors recommends that you vote “FOR” the election of each of Messrs. Blecharczyk and Lin.

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, and in accordance with our amended and restated bylaws, our board of directors has approved a reduction in the authorized number of directors to eight effective as of the Annual Meeting. 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 III director elected at our 2023 annual meeting of stockholders will begin at the meeting and end at our 2026 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 21, 2023.

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

III

Member

Belinda Johnson**

III

Chair

Alfred Lin

III

Yes

Chair

Member

*	Our board of directors has appointed Ms. Ahrendts as chair of the Stakeholder Committee effective as of June 1, 2023.

**	Ms. Johnson is not standing for re-election at the Annual Meeting.

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, and as the Chief Operating Officer of Block, Inc. since February 2023. 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 has served as a member of the board of directors of Discord, Inc., a privately held voice, video and text platform, since January 2022. 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 a member of our board of directors and the Chairman of Airbnb.org. 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. Since September 2022, Mr. Gebbia has served on the board of directors of Tesla, Inc., a publicly-held automotive and clean energy company, and since October 2022, Mr. Gebbia has served on the board of directors of the Olympic Refugee Foundation. 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 publicly-traded companies, including OpenTable, Inc. from 2007 until 2013 (then a publicly-traded company), 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.

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. 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 and Chesky are not considered independent by virtue of their positions as our executive officers and for Mr. Gebbia, as a former executive officer and current advisor to the Company. Ms. Johnson previously was not considered independent by virtue of her former position as our 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, approves board of directors meeting schedules and agendas, and acts 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 will expire at the annual meeting of stockholders to be held in 2025; and

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the Class III directors are Messrs. Blecharczyk and Lin, and Ms. Johnson, and their terms expire at this Annual Meeting.

Ms. Johnson is not standing for re-election at the Annual Meeting. 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 seven times during the fiscal year ended December 31, 2022. During 2022, 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 attended the 2022 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 https://investors.airbnb.com under “Governance.”

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. Our board of directors has determined that all members of our audit committee are independent under the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. The chair of our audit, risk and compliance committee is 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 11 times during 2022.

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 2022.

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

The nominating and corporate governance committee met two times during 2022.

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. The stakeholder committee carries out its responsibilities in a manner that it determines is appropriate given the needs and circumstances of the Company and the board of directors as they may exist from time to time. Among other matters, the stakeholder committee’s responsibilities include:

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engaging with management regarding our stakeholders;

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

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

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reviewing our stakeholder principles and recommending to the board any changes the committee deems appropriate;

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engaging with our stakeholders from time to time;

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

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reviewing 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. Ms. Johnson is not standing for re-election at the Annual Meeting, and our Board of Directors has appointed Ms. Ahrendts as chair of the stakeholder committee effective as of June 1, 2023.

The stakeholder committee met three times during 2022.

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.

From time to time, we make available on our Investor Relations website information about our commitment to serving all of our stakeholders, including our approach to certain environmental, social and governance topics (at https://investors.airbnb.com under “Governance — ESG”). Neither this information, 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 21, 2023)

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

The Company and Messrs. Blecharczyk, Chesky, and Gebbia, referred to in this proxy statement as our founders, have entered into a Nominating Agreement, dated November 27, 2020 (“Nominating

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

Founder Voting Agreement

Our founders have entered into a Voting Agreement, dated December 4, 2020 (“Founder Voting Agreement”), under which each founder and his affiliated and certain other entities have agreed, upon the terms set forth in the 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 2022, 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 related policies, including our 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 such pledge shall not exceed 5% of the outstanding shares of company securities held by such officer or director and such loan shall not exceed an aggregate amount of $50 million.

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 21, 2023:



Name	Age	Position

Brian Chesky*	41	Chief Executive Officer, Head of Community, Co-Founder, and Chairman of the Board

Nathan Blecharczyk*	39	Chief Strategy Officer, Chairman of Airbnb China, Co-Founder, and Director

Dave Stephenson	55	Chief Financial Officer and Head of Global Employee Experience

Aristotle Balogh	59	Chief Technology Officer

Catherine Powell	55	Global Head of Hosting

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

Dave Stephenson. Mr. Stephenson has served as our Chief Financial Officer since January 2019 and Head of Global Employee Experience since August 2021. Since February 2023, Mr. Stephenson has served on the board of directors of Lyft, Inc., a publicly-held global ridesharing company. 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 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. Ms. Powell also serves on the board of directors of Pophouse Entertainment Group AB, a Swedish entertainment company, and Ceresa, a non-profit leadership development and mentoring platform. 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, 2023. 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, 2022. 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, 2024. 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, 2023.

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	2022		2021
	(in thousands)
Audit Fees(1)	$	12,151	$	12,656
Audit-Related Fees		—		—
Tax Fees(2)		768		1,598
All Other Fees(3)		261		476
Total Fees	$	13,180	$	14,730

(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.

(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 2022 in accordance with this policy.

Report of the Audit, Risk and Compliance 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 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, 2022 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, 2022 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.

After considering the voting results of the advisory vote on the frequency of our say-on-pay vote at the 2021 Annual Meeting, our board of directors has determined to hold our Say-on-Pay Vote every year.

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 2022 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 2023 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 2022.

For 2022, our named executive officers were:

•

Brian Chesky, Co-Founder and Chief Executive Officer;

•

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

•

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

•

Aristotle Balogh, Chief Technology Officer; and

•

Catherine Powell, Global Head of Hosting.

Executive Summary

Business Context

Airbnb had a record year in 2022. Our results demonstrated that we continue to drive growth and profitability at scale. Revenue of $8 billion and Gross Booking Valueof $63 billion for 2022 were our highest ever. Net income was $1.9 billion—making 2022 our first profitable full year. Our adjusted EBITDA was $2.9 billion while Free Cash Flow was $3.4 billion, growing 48% year over year.⁽¹⁾ Furthermore, we completed a repurchase of $1.5 billion of our Class A common stock–less than five months after announcing our first share repurchase program in August 2022. We were able to deliver these results because of our adaptable model and culture of relentless innovation.

While the COVID-19 pandemic continued to impact parts of the world last year, albeit to a lesser extent than years prior, guest demand remained strong throughout 2022. All regions saw significant growth as guests increasingly crossed borders and returned to cities on Airbnb. Gross nights booked for urban and cross-border travel continued to increase throughout 2022. In addition, we saw every region sustain strong year-over-year growth in gross nights booked, including Asia Pacific which has historically been heavily reliant on cross-border travel.

Supply growth was also strong in 2022. We ended the year with 6.6 million global active listings, which was over 900,000 more listings than we had in the beginning of the year, excluding China. This growth was driven by our global network, where demand drives supply, as well as product innovations that continue to attract new Hosts.

(1) Adjusted EBITDA and Free Cash Flow are defined and reconciled from generally accepted accounting principles in the United States of America (GAAP) on pages 54-56 of our Annual Report on Form 10-K for the year ended December 31, 2022. More information regarding Gross Booking Value can also be found on page 53 of our Annual Report on Form 10-K for the year ended December 31, 2022.

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 2022, as summarized below. Please see the “—Executive Compensation Philosophy and Objectives” subsection below for more detail.

•

No increases to annual base salaries or target bonus levels for our named executive officers for 2022, which stayed at the same level as in 2021. Mr. Chesky continued to receive a $1 base salary and did not participate in our cash incentive plan.

•

Our 2022 short-term cash incentive plan (the “Bonus Plan”) is tied directly to our most critical operational and strategic priorities for the year. At the beginning of the year, we established seven 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. For 2022, bonus payouts were capped at 120% of target. Based on an

assessment of the objective goals set at the beginning of the year, our leadership development, belonging and compensation committee determined a bonus payout of equal to 97% of target for each of our named executive officers other than Mr. Chesky (who is not eligible to participate in the Bonus Plan). 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 named executive officers remained consistent with last year. During 2022, we made annual equity grants in the form of time-based RSUs and stock options. For 2023, the leadership development, belonging and compensation committee followed a similar process and considered leadership over and progress against diversity, equity and inclusion priorities when sizing 2023 annual equity grants. 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 2022, no new tranches were earned. Tranche 2, which was earned in 2021, vested in November 2022, as per the terms of the awards. 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 2022, our leadership development, belonging and compensation committee 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 2022, we continued to adhere to 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 Bonus 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 any such pledge shall not exceed 5% of the outstanding shares of company securities held by such officer or director and such loan shall not exceed an aggregate amount of $50 million.

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 2022, 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 purpose of gathering information on proposals that management may make to the board of directors and the leadership development, belonging and compensation committee. 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 2022, our Chief Executive Officer and Chief Financial Officer, who also serves as Head of Global Employee Experience, worked closely with the board of directors and the leadership development, belonging and compensation committee, in managing our executive compensation program and attended board of directors meetings. Our Chief Executive Officer made recommendations to the board of directors and the leadership development, belonging and compensation committee 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 2022, 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 leadership development, belonging and compensation committee 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 leadership development, belonging and compensation committee 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 (for example, 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 leadership development, belonging and compensation committee used the following primary peer group for 2022 compensation decisions, which was the same peer group used for 2021 compensation decisions:


Primary Peer Group for 2022 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

As a secondary reference, the leadership development, belonging and compensation committee 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 leadership development, belonging and compensation committee 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 2022, 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, as illustrated below.

100% of our CEO’s compensation and approximately 94% of our other named executive officers’ compensation is at-risk. Note that Mr. Chesky does not receive any compensation outside of the CEO Multi-Year Equity Award, which is comprised solely of performance-based RSUs.

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 2022 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 2022, 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	2022 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 2022 as compared to 2021. The 2022 target bonuses for our named executive officers as a percentage of base salary were as follows:


Named Executive Officer	2022 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 for 2022 were determined based on the product of: (i) the named executive officer’s annual base salary; (ii) his or her target annual bonus percentage; and (iii) a company performance multiplier.

2022 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. The 2022 Bonus Plan allows above target payouts and were capped at 120% of target. The Bonus Plan covers performance beyond company financial performance and includes broader stakeholder priorities. The 2022 Bonus Plan focused on seven 2022 company priorities:

•

Business Performance: Delivering the business plan

•

Product Roadmap: Innovating through future product releases

•

Hosting: Adding new Hosts and growing the listing base

•

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

•

Operations: Delivering world-class service

•

Technology: Continuing to make foundation improvements in our technology infrastructure

•

Other 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
Business Performance	• Deliver business plan		10.0	%		10.4	%
Product Roadmap	• Launch of unique programs/products		15.0	%		15.0	%
Hosting	• New Hosts and listings • Grow listing base		15.0	%		16.7	%
Marketing and Communications	• Direct traffic to platform through brand marketing campaigns • Marketing efficiency		15.0	%		15.0	%
Operations	• Improve Guest and Host Net Promoter Scores • Improve payments security and reliability		15.0	%		10.6	%
Technology	• Improve platform reliability for guests and Hosts		15.0	%		15.0	%
Other Foundation	• Fixed cost management • Diversity of the team • Sustainability plan implementation • Delivery of other public actions to serve stakeholders		15.0	%		14.3	%

Performance on the seven priorities is tracked semi-annually and paid out after the end of the year. The formulaic assessment of performance resulted in a payout of 97% of target.

2022 Bonus Payout


Named Executive Officer	Target Annual Bonus ($)		2022 Percentage Achievement (%)	2022 Bonus Payout ($)
Dave Stephenson	$	450,000	97%	$	436,500
Nathan Blecharczyk	$	240,000	97%	$	232,800
Aristotle Balogh	$	450,000	97%	$	436,500
Catherine Powell	$	450,000	97%	$	436,500

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. The 10-year term of our options 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.

2022 Equity Grants

In 2022, we granted each named executive officer other than Mr. Chesky an annual equity award. Equity awards granted to the named executive officers this year were consistent with the size of those granted in 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 2022, consistent with the timing of grants made to our broader employee population.

The 2022 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, 2022, subject to the executive’s continued service with us. The 2022 option awards have an exercise price of $167.00 and vest in 48 substantially equal monthly installments beginning on the first monthly anniversary of February 19, 2022, in each case, subject to continued service through each applicable vesting date.

The number of shares subject to RSU and option awards granted to our named executive officers in 2022 were as follows:


Named Executive Officer	# RSUs		# Options
Dave Stephenson		24,383		60,958
Nathan Blecharczyk		18,288		45,718
Aristotle Balogh		25,907		64,767
Catherine Powell		22,859		57,148

For 2023, the leadership development, belonging and compensation committee followed a similar process and considered leadership over and progress against diversity, equity and inclusion priorities when sizing 2023 annual equity grants.

CEO Multi-Year Equity Award

Mr. Chesky’s 2022 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 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, in November 2020, the board of directors granted Mr. Chesky the multi-year equity award, comprising 12 million RSUs (the “Multi-Year Award”).

CEO Compensation Design Objectives:

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

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

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

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Incentivize long term performance beyond typical market pay constructs.

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Promote transparency with simple design and full disclosure.

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

Multi-Year Award Performance Update

In 2022, no new tranches of the Multi-Year Award were earned, however, tranche 2, earned in 2021, vested on November 10, 2022, per the terms of the award. 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 2022.

As a result of Mr. Chesky’s 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 “2022 Summary Compensation Table” below as “All Other Compensation” for Messrs. Chesky and Blecharczyk. Mr. Chesky’s personal security costs increased from the prior year, because his residential security costs and personal-related travel

increased. We engaged a third party consulting firm to perform annual risk assessments for Messrs. Chesky and Blecharczyk. Security costs in 2022 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

Each of our named executive officers are party to Change in Control and Severance Agreements, 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, 2022, 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 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 2023 Annual Meeting of Stockholders and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Leadership Development, Belonging and Compensation Committee

Angela Ahrendts (Chair)

Alfred Lin

Kenneth Chenault

EXECUTIVE COMPENSATION TABLES

2022 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 ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Brian Chesky		2022		1		—		—		—		—		311,232		311,233
President and Chief Executive Officer		2021		1		—		—		—		—		132,151		132,152
		2020		55,000		—		119,880,000		—		—		164,075		120,099,075
Dave Stephenson		2022		600,000		—		4,071,961		4,971,652		436,500		6,682		10,086,795
Chief Financial Officer		2021		600,000		18,000		3,928,816		4,966,861		432,000		7,102		9,952,779
		2020		450,000		1,425,000		4,143,448		3,250,207		—		8,428		9,277,083
Nathan Blecharczyk		2022		400,000		—		3,054,096		3,728,698		232,800		250,250		7,665,844
Co-Founder, Chief Strategy Officer and Chairman of Airbnb China		2021		400,000		9,600		2,946,564		3,725,195		230,400		298,861		7,610,620
		2020		200,000		120,000		10,673,708		11,822,687		—		2,227		22,818,622
Aristotle Balogh		2022		600,000		—		4,326,469		5,282,309		436,500		13,058		10,658,336
Chief Technology Officer		2021		600,000		18,000		4,174,331		5,277,302		432,000		12,756		10,514,389
		2020		473,077		112,500		3,536,337		3,656,472		—		11,519		7,789,905
Catherine Powell		2022		600,000		—		3,817,453		4,660,914		436,500		13,270		9,528,137
Global Head of Hosting		2021		600,000		218,000		3,683,302		4,656,420		432,000		12,274		9,601,996
		2020		399,231		425,000		7,065,699		6,916,075		—		10,722		14,816,727

(1)

For 2022, amounts reflect the grant-date fair value of stock awards and option awards granted during 2022 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 executive officer. See Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 for the assumptions used in calculating these values.

(2)	For 2022, amounts reflect payouts under the 2022 Bonus Plan. See the description of the 2022 Bonus Plan under “Cash Incentive Compensation – 2022 Short-Term Incentive Plan” above.

(3)	The following table provides the amounts of other compensation, paid to, or on behalf of, named executive officers during 2022 included in the “All Other Compensation” column.


Name	401(k) Matching Contributions ($)		Travel Coupons ($)		Travel Coupons- Gross-Up ($)		Miscellaneous (a) ($)		Total ($)
Brian Chesky		—		—		—		311,232		311,232
Dave Stephenson		3,462		2,000		864		356		6,682
Nathan Blecharczyk		—		2,000		1,573		246,677		250,250
Aristotle Balogh		9,150		2,000		1,467		441		13,058
Catherine Powell		9,150		2,000		1,573		547		13,270

(a)

Represents (i) for Messrs. Chesky and Blecharczyk, personal security costs incurred in 2022 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: $311,232 and Mr. Blecharczyk: $246,130); and (ii) for each named executive officer other than Mr. Chesky, the following tax gross up payments related to wellbeing allowances: Mr. Stephenson: $356; Mr. Blecharczyk: $547; Mr. Balogh: $441; and Ms. Powell: $547.

Grants of Plan-Based Awards in 2022

The following table provides information relating to grants of plan-based awards made to our named executive officers during 2022.



		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 ($)					Exercise or Base Price Per Share of Option Awards ($/Share)		Grant-Date Fair Value of Stock and Option Awards ($)(2)

Brian Chesky	—		—	—	—		—		—		—		—

Dave Stephenson			—	450,000	540,000

	3/19/2022(3)								60,958		167		4,971,652

	3/19/2022(4)						24,383						4,071,961

Nathan Blecharczyk			—	240,000	288,000

	3/19/2022(3)								45,718		167		3,728,698

	3/19/2022(4)						18,288						3,054,096

Aristotle Balogh			—	450,000	540,000

	3/19/2022(3)								64,767		167		5,282,309

	3/19/2022(4)						25,907						4,326,469

Catherine Powell			—	450,000	540,000

	3/19/2022(3)								57,148		167		4,660,914

	3/19/2022(4)						22,859						3,817,453

(1)	Represents potential payouts under the 2022 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 2022 Bonus Plan, see “Cash Incentive Compensation—2022 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, 2022 for the assumptions used in calculating these values.

(3)	The option vests in 48 substantially equal installments on each monthly anniversary of February 19, 2022, 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, 2022, 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, 2022.



				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		—		3.18		2/17/2024

	11/10/2020										—		—		9,600,000		820,800,000

Dave Stephenson	2/19/2019(3)										17,858		1,526,859

	2/19/2020(4)										31,112		2,660,076

	2/25/2020(5)		143,294		72,592		40.18		8/8/2030

	11/19/2020(6)										13,963		1,193,837

	2/25/2021(5)		23,157		27,369		194.39		3/19/2031

	2/19/2021(6)										11,369		972,050

	2/19/2022(5)		12,699		48,259		167.00		3/19/2032

	2/19/2022(6)										19,812		1,693,926

Nathan Blecharczyk	4/20/2012		1,972,860		—		3.18		2/17/2024

	2/25/2020(7)		62,220		54,443		40.18		11/10/2030

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SEC Form DEF 14A filed by Airbnb Inc.