gbtb-20260402

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

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

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to Rule 14a-12

Global Business Travel Group, 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

GLOBAL BUSINESS TRAVEL GROUP, INC.
666 3rd Avenue, 4th Floor
New York, NY 10017

April 2, 2026

Dear Stockholder:

You are cordially invited to attend Global Business Travel Group, Inc.’s 2026 annual meeting of stockholders (the "Annual Meeting") on Wednesday, May 13, 2026, at 10:30 a.m., Eastern Time, online at http://www.virtualshareholdermeeting.com/GBTG2026.

The matters to be acted on at the Annual Meeting of Stockholders are described in the enclosed notice and proxy statement.

We realize that you may not be able to attend the Annual Meeting of Stockholders and vote your shares at the meeting. However, regardless of your meeting attendance, we need your vote. We urge you to ensure that your shares are represented by voting in advance of the meeting on the Internet or via a toll-free telephone number, as instructed in the Notice Regarding the Internet Availability of Proxy Materials, or if you have elected to receive a paper or e-mail copy of the proxy materials, by completing, signing and returning the proxy card that is provided. If you decide to attend the Annual Meeting of Stockholders, you may revoke your proxy at that time and vote your shares at such meeting.

We look forward to receiving your proxy and perhaps seeing you at the Annual Meeting of Stockholders.

Sincerely,

/s/ Paul Abbott

Paul Abbott
Chief Executive Officer

GLOBAL BUSINESS TRAVEL GROUP, INC.
666 3rd Avenue, 4th Floor
New York, NY 10017

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, MAY 13, 2026


Date and Time:			Wednesday, May 13, 2026, at 10:30 a.m., Eastern Time
Location:			http://www.virtualshareholdermeeting.com/GBTG2026
Items for Business:			At the Annual Meeting, stockholders will be invited to consider and vote upon the following matters:

1.Election of three Class I directors to serve for a three-year term of office expiring at the 2029 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;

2.Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.Approval, on an advisory basis, of the compensation of our named executive officers ("NEOs");

4.Approval of the amendment to our 2022 Equity Incentive Plan; and

5.Any other matter that properly comes before the Annual Meeting.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.

Who may vote: The Board of Directors has fixed the close of business on March 17, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination during ordinary business hours for 10 days prior to the Annual Meeting at our principal executive office at 666 3rd Avenue, 4th Floor, New York, NY 10017.

YOUR VOTE IS VERY IMPORTANT and all proxies are being solicited by the Board of Directors. So, whether or not you plan on attending the Annual Meeting, we encourage you to submit your proxy as soon as possible (i) by accessing the Internet site or by calling the toll-free number described in the proxy materials or (ii) by signing, dating and returning a proxy card or instruction form provided to you. By submitting your proxy promptly, you will save the Company the expense of further proxy solicitation. Please note that all votes cast by telephone or on the Internet must be cast prior to 11:59 p.m., Eastern Time, on May 12, 2026.

By Order of the Board of Directors,

/s/ Eric J. Bock

Eric J. Bock
Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary

April 2, 2026
New York, New York

TABLE OF CONTENTS


INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS			1
PROPOSAL 1 — ELECTION OF DIRECTORS			5
PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			17
AUDIT AND FINANCE COMMITTEE REPORT			19
PRINCIPAL STOCKHOLDERS			20
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			22
COMPENSATION COMMITTEE REPORT			24
COMPENSATION DISCUSSION & ANALYSIS			25
PROPOSAL 3 — APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NEOS			54
PROPOSAL 4 — AMENDMENT TO OUR 2022 EQUITY INCENTIVE PLAN			55
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			62
HOUSEHOLDING			66
STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING			66
EXPENSES AND SOLICITATION			67
OTHER MATTERS			68

GLOBAL BUSINESS TRAVEL GROUP, INC.
666 3rd Avenue, 4th Floor
New York, NY 10017

PROXY STATEMENT

INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS

General

This proxy statement is furnished to stockholders of Global Business Travel Group, Inc., a Delaware corporation (the “Company”, “GBTG”, "we", "us", or "our"), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Wednesday, May 13, 2026, at 10:30 a.m., Eastern Time, online at http://www.virtualshareholdermeeting.com/GBTG2026. This solicitation of proxies is made on behalf of the Board of Directors.

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to be Held on Wednesday, May 13, 2026

Pursuant to the rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Internet Availability of Proxy Materials (the “Internet Notice”) to certain of our stockholders of record. We are also sending a paper copy of the proxy materials and proxy card to other stockholders of record who have indicated they prefer receiving such materials in paper form. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Internet Notice. Such Internet Notice, or this proxy statement and proxy card or voting instruction form, as applicable, is being mailed to our stockholders on or about April 2, 2026. This proxy statement and the 2025 Annual Report on Form 10-K that was filed with the SEC on March 9, 2026 (the “2025 Annual Report”) are available free of charge at proxyvote.com.

What Are You Voting On?

You will be asked to vote on the following proposals at the Annual Meeting:

2.Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.Approval, on an advisory basis, of the compensation of our named executive officers ("NEOs"), also known as "say-on-pay";

4.Approval of the amendment to our 2022 Equity Incentive Plan; and

5.Any other matter that properly comes before the Annual Meeting.

Who Can Vote?

At the close of business on March 17, 2026 (the “Record Date”), there were 523,342,918 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), outstanding with respect to all matters to be acted upon at the Annual Meeting. Our Class A Common Stock is referred to herein as “common stock” and each holder of a share of our common stock is referred to herein as a “stockholder.” Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. No shares of undesignated preferred stock were outstanding as of the Record Date.

Only holders of record of shares of our common stock as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. Each share of common stock entitles the holder thereof to one vote. Your shares of common stock may be voted at the Annual Meeting, or any adjournment or postponement thereof, only if you are present at the virtual meeting or your shares are represented by a valid proxy.

Difference Between a Stockholder of Record and a “Street Name” Holder

If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described below under the heading “Voting Your Shares.”

Quorum

The presence of a majority of the outstanding shares of our common stock entitled to vote constitutes a quorum. A quorum is required in order to hold and conduct business at the Annual Meeting. Your shares are counted as present at the Annual Meeting if you:

•Are present at the virtual Annual Meeting; or

•Have properly submitted a proxy card by mail or submitted a proxy by telephone or over the Internet.

If you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining a quorum if your broker, bank, trust or other nominee submits a proxy covering your shares. Your broker, bank, trust or other nominee is entitled to submit a proxy covering your shares as to certain “routine” matters, even if you have not instructed your broker, bank, trust or other nominee on how to vote on those matters. Please see below under “ — Broker Non-Votes.”

Voting Your Shares

The Annual Meeting will be held entirely online this year. You may vote by attending the virtual Annual Meeting or by submitting a proxy. The method of voting by proxy differs (i) depending on whether you are viewing this proxy statement on the Internet or receiving a paper copy and (ii) for shares held as a record holder and shares held in “street name.”

If you are a record holder, you may vote by submitting a proxy over the Internet or by telephone by following the instructions on the website referred to in the proxy card or the Internet Notice mailed to you.

Alternatively, if you received a paper copy of your proxy card, you may vote your shares by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card, or by completing, dating and signing the proxy card that was included with this proxy statement and promptly returning it in the pre-addressed, postage-paid envelope provided to you.

If your shares are held in “street name,” your broker, bank or other street name holder will provide you with instructions that you must follow to have your shares voted.

Deadline for Submitting Your Proxy on the Internet or by Telephone

Internet and telephone voting will close at 11:59 p.m., Eastern Time, on May 12, 2026. Stockholders who submit a proxy through the Internet should be aware that they may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by the stockholder. Stockholders who submit a proxy by Internet or telephone need not return a proxy card or the voting instruction form forwarded by your broker, bank, trust or other nominee by mail.

YOUR VOTE IS VERY IMPORTANT. Please submit your vote in advance even if you plan to attend the Annual Meeting.

Voting at the Annual Meeting

If you plan to attend the Annual Meeting, you may vote during the virtual meeting. Please note that if your shares are held in “street name” and you wish to vote during the meeting, you must obtain a proxy issued in your name from your broker, bank or other street name holder. Even if you intend to attend the Annual Meeting, we

encourage you to submit your proxy or voting instructions to vote your shares in advance of the Annual Meeting. Please see the important instructions and requirements below under “- Attendance at the Annual Meeting.”

Changing Your Vote

As a stockholder of record, if you vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. Stockholders of record may revoke a proxy prior to the Annual Meeting by (i) delivering a written notice of revocation to the attention of the Corporate Secretary, Global Business Travel Group, Inc., at our principal executive office at 666 3rd Avenue, 4th Floor, New York, NY 10017, (ii) duly submitting a later-dated proxy over the Internet, by mail, or if applicable, by telephone, or (iii) attending the virtual Annual Meeting and voting during the meeting. Attendance at the Annual Meeting will not, by itself, revoke a proxy.

If your shares are held in the name of a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee.

If You Receive More Than One Proxy Card or Internet Notice

If you receive more than one proxy card or Internet Notice, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or, if you submit a proxy by telephone or the Internet, submit one proxy for each proxy card or Internet Notice you receive.

How Your Shares Will Be Voted

Shares represented by proxies that are properly executed and returned, and not revoked, will be voted as specified. YOUR VOTE IS VERY IMPORTANT.

If You Do Not Specify How You Want Your Shares Voted

If you are the record holder of your shares and submit your proxy without specifying how your shares are to be voted, your shares will be voted as follows:

•FOR the election of each of the three nominees for Class I directors;

•FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

•FOR the approval, on an advisory basis, of the compensation of our NEOs; and

•FOR the amendment to our 2022 Equity Incentive Plan.

In addition, the proxy holders named in the proxy are authorized to vote in their discretion on any other matters that may properly come before the Annual Meeting and at any postponement or adjournment thereof. The Board of Directors knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy statement.

Broker Non-Votes

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you hold your shares in street name and do not provide voting instructions to your broker or other nominee, your shares will be considered to be broker non-votes and will not be voted on any proposal on which your broker or other nominee does not have discretionary authority to vote. Shares that constitute broker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum, but will not be considered entitled to vote on the proposal in question. Brokers generally have discretionary authority to vote on the ratification of the selection of KPMG LLP as our independent registered public accounting firm. Brokers do not have discretionary authority, however, to vote on director elections, the advisory vote on the compensation of our NEOs or the amendment to our 2022 Equity Incentive Plan.

Votes Required

The following table summarizes the voting requirements and the effects of broker non-votes or abstentions on each of the proposals to be voted on at the Annual Meeting:

Proposals

Required Vote

Effect of Broker
Non-Votes

Effect of
Abstentions

Election of Directors

Majority of votes cast for each nominee

None

Ratification of the Appointment of Independent Registered Public Accounting Firm

Majority of votes cast

None

Approval, on an advisory basis, of the compensation of our NEOs

Majority of votes cast

None

Approval of the amendment to our 2022 Equity Incentive Plan

Majority of votes cast

None

Inspector of Election

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Solicitation of Proxies

We will bear the cost of soliciting proxies. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our common stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors, officers or other employees for such services.

Attendance at the Annual Meeting

You may attend the Annual Meeting, as well as vote and submit questions during the Annual Meeting, by visiting http://www.virtualshareholdermeeting.com/GBTG2026. You will need your unique control number, which appears in the Internet Notice, the proxy card or voting instructions that accompanied the proxy materials. In the event that you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number and gain access to the meeting.

PROPOSAL 1 — ELECTION OF DIRECTORS

The Board of Directors currently consists of eleven members. In accordance with our certificate of incorporation, the Board of Directors is divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. The Board of Directors is designated as follows:

•The Class I directors are Paul Abbott, Eric Hart, and Kathleen Winters, and their terms will expire at the Annual Meeting;

•The Class II directors are Ugo Arzani, James Bush, Alexander Drummond, and Susan Ward, and their terms will expire at the 2027 annual meeting of stockholders; and

•The Class III directors are Faisal Bin Saoud Al-Thani, Raymond Donald Joabar, Michael Gregory (Greg) O’Hara, and Itai Wallach and their terms will expire at the 2028 annual meeting of stockholders.

At each annual meeting of stockholders, upon the expiration of the term of a class of directors, each director in the class, or the successor to each such director in the class, is elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our certificate of incorporation. Any increase or decrease in the number of directors is distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Director Nominees for Election at the Annual Meeting (Class I)

The current term of the Class I directors will expire at the Annual Meeting. Accordingly, the Board of Directors nominated each of Paul Abbott, Eric Hart, and Kathleen Winters for re-election at the Annual Meeting as a Class I director to hold office until the annual meeting of stockholders to be held in 2029 and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Eric Hart was recommended as a director nominee by EG Corporate Travel Holdings LLC (“Expedia”), an affiliate of Expedia Group pursuant to the terms of the amended and restated shareholders agreement dated January 11, 2024, (the “Shareholders Agreement”) by and between GBTG, GBT JerseyCo Limited (“GBT JerseyCo”), American Express International, Inc. (“American Express”), an affiliate of the American Express Company , Expedia, and QIA Retail Holding LLC ("QIA"), an affiliate of the Qatar Investment Authority. Paul Abbott was recommended as a director nominee as our Chief Executive Officer ("CEO") pursuant to the terms of the Shareholders Agreement. The nominees have consented to serve a term as Class I directors. Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, subject to the terms of the Shareholders Agreement, the Board of Directors may designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee, or may reduce the number of directors on the Board of Directors. See “Certain Relationships and Transactions — Shareholders Agreement” for additional information regarding the Shareholders Agreement.

Below is a biography of each Class I director nominee standing for election at the Annual Meeting:


						PAUL ABBOTT
						Age: 57			Chief Executive Officer
						Director Since: May 27, 2022			Committees: None

Paul Abbott has served as our Chief Executive Officer since May 27, 2022 and previously served as Chief Executive Officer of legacy GBTG ("Legacy GBTG") from October 2019 until May 27, 2022. Prior to joining the Company, Mr. Abbott served in a variety of senior roles for 24 years at American Express Company, most recently as Chief Commercial Officer, Global Commercial Payments at American Express Company from February 2018 until September 2019. Mr. Abbott led the rapid and successful expansion of the American Express Company Business-to-Business Payments business around the world and introduced innovative new products and services to four million businesses of all sizes in over 150 countries. In addition, Mr. Abbott led the expansion of American Express Company’s card-issuing partnerships with some of the world’s largest financial institutions. Mr. Abbott previously worked at British Airways for nine years. Mr. Abbott received his postgraduate degree from Lancaster University. Mr. Abbott’s extensive business experience, including currently as Chief Executive Officer of the

Company and previously as a senior executive officer of American Express Company, led the Board of Directors to conclude that he should serve as a director for the Company.


						ERIC HART
						Age: 50
						Director Since: May 27, 2022			Committees: None

Eric Hart is currently Strategy, Business, and Corporate Development Officer of Expedia Group. Prior to rejoining Expedia Group in 2026, Mr. Hart served as Chief Financial Officer of Plaid, a leading fintech company, where he was responsible for scaling financial operations and driving innovation. Mr. Hart previously served as Chief Financial Officer of Expedia Group from December 2019 until October 2022, overseeing Expedia Group’s corporate development, accounting, financial reporting and analysis, investor relations, treasury, internal audit, tax and real estate teams. Mr. Hart also served as Expedia Group’s Chief Strategy Officer with responsibility for Expedia Group’s strategy and business development as well as global mergers & acquisitions and investments. Prior to assuming the Chief Strategy Officer position, Mr. Hart served as the General Manager of Expedia Group’s CarRentals.com brand for nearly three years. Prior to that, he oversaw corporate strategy for Expedia Group, leading some of Expedia Group’s largest acquisitions. Before joining Expedia Group, Mr. Hart spent time as a Vice President at Lake Capital, as a Project Leader at Boston Consulting Group, and as a Consultant at Accenture. Mr. Hart holds a bachelor’s degree from Georgia State University and a Master’s in Business Administration from University of Chicago Booth School of Business. Mr. Hart was nominated to the Board of Directors by Expedia pursuant to the Shareholders Agreement. Mr. Hart’s experience in corporate finance, corporate strategy and business development led the Board of Directors to conclude that he should serve as a director for the Company.


						KATHLEEN WINTERS
						Age: 58			Independent
						Director Since: May 27, 2022			Committees:
									•Risk Management & Compliance (Chair)
									•Audit & Finance

Kathleen Winters is an independent Board Advisor. Ms. Winters additionally serves on the board of directors of Definitive Healthcare (Nasdaq: DH) and The Hartford Insurance Group, Inc. (NYSE: HIG). Ms. Winters served as Chief Financial Officer of ADP (Nasdaq: ADP), a leading global technology company providing human capital management solutions, from 2019 to 2021. As Chief Financial Officer, Ms. Winters guided ADP through the pandemic, accelerated meaningful digital and operational transformation and implemented a rigorous capital allocation program. Ms. Winters led ADP’s global finance organization and represented the company to stakeholders, communicating the company’s strategy, investments and financial performance. Ms. Winters oversaw Business Finance, Financial Planning and Analysis, Investor Relations, Tax, Treasury (including Client Fund Portfolio Investment), Controllership and Internal Audit. Prior to joining ADP, Ms. Winters served as Managing Director, Chief Financial Officer of MSCI Inc. (NYSE: MSCI), a leading provider of investment decision support tools for institutional investors, including indexes, from 2016 to 2019. Before joining MSCI, Ms. Winters spent fourteen years in various leadership roles at Honeywell International, including CFO of Performance Materials & Technologies, a $10 billion materials and services company, Corporate Controller and Global Leader of Financial Planning & Analysis. Prior to Honeywell, Ms. Winters began her career at PwC, serving clients primarily in the entertainment and media industries. Ms. Winters received her bachelor’s degree from Boston College, is a CPA and a

Six Sigma Certified Black Belt. Ms. Winters’s extensive experience in corporate finance led the Board of Directors to conclude that she should serve as a director for the Company.

Required Vote

Each director will be elected by a majority of the votes cast (i.e., the number of shares voted FOR a nominee must exceed the number of shares voted AGAINST that nominee, excluding abstentions).

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ABOVE NOMINEES FOR ELECTION AS CLASS I DIRECTORS TO THE BOARD.

☑

Incumbent Directors - Terms Expiring at the 2027 Annual Meeting (Class II)

Below are biographies of the directors continuing in office as Class II directors:


						UGO ARZANI
						Age: 51			Independent
						Director Since: February 27, 2025			Committees:
									•Nominating & Corporate Governance
									•Risk Management & Compliance

Ugo Arzani previously served as a member of Legacy GBTG board of directors from June 2017 until May 27, 2022. Since September 2013, Mr. Arzani has served as Head of Retail & Consumer for the Qatar Investment Authority, where he leads investments across various asset classes in companies operating in the Retail, Consumer Goods, Consumer Technology, Leisure, Sports and Agricultural sectors. To date, Ugo has completed more than 40 investments worldwide for Qatar Investment Authority. Before joining Qatar Investment Authority in September 2013, Mr. Arzani spent 15 years at Merrill Lynch (subsequently Bank of America Merrill Lynch) in its investment banking division in London during which he advised Retail and Consumer companies in a multitude of mergers and acquisitions and financing transactions. Mr. Arzani is currently serving as a member of the board of directors of Harrods, Groupe Accor, and Sauber Holding. Mr. Arzani is an Italian national, fluent in Italian, English, French and German. Mr. Arzani holds a degree in Business Administration from Bocconi University in Milan, awarded Magna Cum Laude. Mr. Arzani was nominated to the Board of Directors by QIA pursuant to the Shareholders Agreement. Mr. Arzani's experience in business, investment management and corporate finance led the Board of Directors to conclude that he should serve as a director for the Company.


						JAMES BUSH
						Age: 68			Independent
						Director Since: May 27, 2022			Committees:
									•Compensation (Chair)
									•Audit & Finance
									•Nominating & Corporate Governance

James Bush previously served as a member of Legacy GBTG board of directors from January 2020 until May 27, 2022. Mr. Bush joined American Express Company in 1986 and served various marketing, customer service and operations roles before becoming Executive Vice President and General Manager of the new Strategic Alliances Group in 2000. Before retiring from American Express Company in 2018, Mr. Bush served as a Senior Advisor to the new chief executive officer, with a special focus on growth opportunities in Asia. In his most recent role from 2015 to 2018, Mr. Bush was President, Global Network and International Card Services, responsible for all consumer business outside the United States and all global bank partnerships. As Executive Vice President, World Service from 2009 to 2015 and Executive Vice President, US Service Delivery from 2005 to 2009, Mr. Bush led customer care as well as global operations, card processing and credit and fraud management. From 2001 to 2005, Mr. Bush was the Regional President, Japan/Asia Pacific/Australia. Mr. Bush is a member of the Board of Trustees and the President’s Council at Valley Health System in New Jersey, the Corporate Board of Jupiter Medical Center in Jupiter, Florida and the Board of Trustees of Rider University. Mr. Bush previously served on the board of directors Webster Financial Corporation and was a member of the Global Policy Forum at Penn State University. Mr. Bush received his B.S. in Accounting from Rider University. Mr. Bush’s extensive business experience, including as a senior executive officer of American Express Company, led the Board of Directors to conclude that he should serve as a director for the Company.


						ALEXANDER DRUMMOND
						Age: 45
						Director Since: June 5, 2024			Committees:
									•Risk Management & Compliance

Alexander Drummond joined American Express Company in July 2021 and currently serves as the Executive Vice President and General Manager of Membership Portfolio Services, previously serving as the Chief Strategy Officer from July 2021 until October 2024. Mr. Drummond is responsible for accelerating the growth on some of American Express Company’s most critical membership services, including in Dining and American Express Offers and Media Services. Mr. Drummond also serves as Chairman of the Board of American Express Carte France, American Express Company’s French legal entity. Prior to joining American Express Company, Mr. Drummond was a Managing Director and Partner at Boston Consulting Group (BCG) where he led Payments and Transaction Banking for North America and was part of BCG’s global payments management team. During Mr. Drummond's time at BCG, he also led payments projects in growth strategy, large scale cost transformation, customer journey reimagination efforts, cobrand negotiation and turnaround, and strategic due diligence for both North American and European financial institutions. Mr. Drummond received his MBA from INSEAD in Singapore and a master’s degree in electrical engineering from Université Catholique de Louvain. Mr. Drummond was nominated to the Board of Directors by American Express pursuant to the Shareholders Agreement. Mr. Drummond's extensive experience in business, strategy and technology, including as a senior executive officer of American Express Company, led the Board of Directors to conclude that he should serve as a director for the Company.


						SUSAN WARD
						Age: 65			Independent
						Director Since: May 27, 2022			Committees:
									•Audit & Finance (Chair)
									•Risk Management & Compliance

Susan Ward previously served as a member of Legacy GBTG board of directors from September 20, 2021 until May 27, 2022. Ms. Ward has served on the board of directors of Saia, Inc. (Nasdaq: SAIA) since November 2019 and Ecovyst Inc. (NYSE: ECVT) since June 2020. Ms. Ward is the retired Chief Accounting Officer of UPS, a role in which she served from 2015 to 2019, with her career spanning more than 25 years. At UPS, she held a variety of roles within Finance & Accounting as well as Operations. Her experience includes Corporate Finance, Mergers & Acquisitions, Global Risk Management, Pension Investments, External Reporting, Corporate Accounting, and Internal Audit. Ms. Ward’s experience also includes P&L responsibility for a United States small package operation and the design and execution of a global finance and accounting functional transformation, which was targeted to save annually through technology enabled solutions such as data analytics, artificial intelligence and robotics. Prior to joining UPS, Ms. Ward served as a Senior Manager at Ernst & Young in both New York City and Atlanta where her industry experience included real estate, telecommunications and entrepreneurial businesses. Ms. Ward received her bachelor's degree in Accounting from St. Bonaventure University and her MBA in Finance from Fordham University. Ms. Ward also attended the Leadership and Strategic Impact Executive Program at the Tuck School of Business at Dartmouth College. Ms. Ward is a Certified Public Accountant. Ms. Ward’s extensive experience in business, corporate finance and accounting led the Board of Directors to conclude that she should serve as a director for the Company.

Incumbent Directors - Terms Expiring at the 2028 Annual Meeting (Class III)

Below are biographies of the directors continuing in office as Class III directors:


			FAISAL BIN SAOUD AL-THANI
			Age: 48			Independent
			Director Since: June 11, 2025			Committees: None

Sheikh Faisal Bin Saoud Al-Thani is the Chief Operating Officer at Qatar Investment Authority. Sheikh Faisal joined Qatar Investment Authority in May 2007 and has held various leadership roles such as the Head of Industrials & Materials, Head of Business Development Department, and member of Mergers and Acquisitions Department where he executed deals such as Harrods, Costa Smeralda, & Iberdrola. Sheikh Faisal is also the Chairman of Smeralda Holding Srl. and Q Power Holding LLC and serves on the boards of directors of Wessal Capital Asset Management, Wessal Casa Port, and Wessal Tangier Marina. Sheikh Faisal is also on the boards of directors of Saturn Sound Topco Ltd., Rolls Royce SMR Ltd., Q Raven Holdings LLC, and Qatar Industrial Manufacturing Co. Sheikh Faisal is also a manager of QIA Florence Holding LLC and Q AIT Holdings LLC. Sheikh Faisal holds a bachelor's degree in Business Administration & Finance from California State University Dominguez Hills and was enrolled in Harvard Leadership Program in 2014/2015. Sheikh Faisal was nominated to the Board of Directors by QIA pursuant to the Shareholders Agreement. Sheikh Faisal's experience in business, investment management and corporate finance led the Board of Directors to conclude that he should serve as a director for the Company.


						RAYMOND DONALD JOABAR
						Age: 60
						Director Since: May 27, 2022			Committees:
									•Risk Management & Compliance

Raymond Donald Joabar previously served as a member of the Legacy GBTG board of directors from October 2019 until May 27, 2022. Mr. Joabar joined American Express Company in 1992 and has served in a wide variety of senior roles. Mr. Joabar currently serves as Group President of American Express Company’s Global Commercial Services (“GCS”) and Global Servicing organizations. In this position, Mr. Joabar leads the team that oversees the company's U.S. small and medium enterprise and global commercial card portfolios, B2B payments, working capital and spend management businesses, and the company's global customer service operations for consumers, commercial clients, and merchants. Prior to his role as Group President, GCS and Global Servicing, Mr. Joabar served as Group President of Global Merchant & Network Services ("GMNS"). Mr. Joabar has held many positions over his 33+ years at American Express Company, spanning multiple countries and lines of business - including Chief Risk Officer of both American Express Company and American Express National Bank and President of International Card Services, where he oversaw Global Travel and Lifestyle Services as well. Mr. Joabar is a member of the American Express Executive Committee and an officer of American Express National Bank. Mr. Joabar received his B.S. in Electrical Engineering from the University of Michigan and his MBA from Manchester Business School. Mr. Joabar currently serves on the board of directors of the Lincoln Center Theatre and the National Theatre in America. Mr. Joabar was nominated to the Board of Directors by American Express pursuant to the Shareholders Agreement. Mr. Joabar’s extensive experience in business and risk management, including as a senior executive

officer of American Express Company, led the Board of Directors to conclude that he should serve as a director for the Company.


						MICHAEL GREGORY (GREG) O'HARA
						Age: 60			Independent
						Director and Chairman Since:			Committees:
						May 27, 2022			•Nominating & Corporate Governance (Chair)
									•Compensation

Michael Gregory (Greg) O’Hara previously served as the Chairman of Legacy GBTG board of directors from June 2014 until May 27, 2022. Mr. O’Hara is the Founder and Senior Managing Director of Certares Management LLC (“Certares”), a firm founded in 2012 that invests in the travel, tourism and hospitality sectors. Prior to forming Certares, Mr. O’Hara served as Chief Investment Officer of JPMorgan Chase’s Special Investments Group (“JPM SIG”). Prior to this role at JPM SIG, Mr. O’Hara was a Managing Director of One Equity Partners (“OEP”), the private equity arm of JPMorgan. Before joining OEP in 2005, he served as Executive Vice President of Worldspan and was a member of its board of directors. Mr. O’Hara serves on the boards of directors of Hertz Global Holdings, Inc. (Nasdaq: HTZ), Cruise Saudi, and the World Travel & Tourism Council. Mr. O'Hara previously served on the boards of directors of TripAdvisor (Nasdaq: TRIP) and TripAdvisor Holdings, Inc. Mr. O’Hara is also on the board of directors of Certares Holdings, where he is the Head of its Investment Committee and is a member of the Management Committee of Certares Management LLC. Additionally, Mr. O’Hara is a member of the Investment Committee and Management Committee of both CK Opportunities Fund and Certares Real Estate Holdings. Mr. O’Hara’s extensive experience in business and investment management led the Board of Directors to conclude that he should serve as a director for the Company.


						ITAI WALLACH
						Age: 38			Independent
						Director Since: May 27, 2022			Committees:
									•Compensation

Itai Wallach is a partner in the Private Equity group of Apollo, which he joined in 2012. Mr. Wallach also currently serves on the board of directors of Arconic, Phoenix Education Partners, Inc., and Cengage Group, and previously served on the board of directors of Qdoba Restaurant Corporation from January 2022 to September 2022, McGraw-Hill Education from March 2017 to July 2021, and Smart & Final from June 2019 to July 2021. Mr. Wallach is also a member of the Board of Trustees of the Children's Hospital of Los Angeles. Prior to joining Apollo, Mr. Wallach was a member of the Financial Sponsors Investment Banking group at Barclays Capital. Mr. Wallach graduated with distinction as an Ivey scholar from the Richard Ivey School of Business at the University of Western Ontario with a B.A. in Honors Business Administration. Mr. Wallach’s experience in investment management led the Board of Directors to conclude that he should serve as a director for the Company.

General Information About the Board of Directors

Director Attendance at Board of Directors, Committee and Annual Meetings

Our Board of Directors meeting attendance requirements are set forth in our Corporate Governance Guidelines which are available on our website at https://investors.amexglobalbusinesstravel.com. During 2025, our Board of Directors met eight times and our committees met 32 times in the aggregate. Each incumbent director serving during fiscal year 2025 attended at least 75% of the aggregate number of all meetings of the Board of Directors and all meetings of committees of which such director was a member.

Additionally, all directors are expected to attend the Company’s annual meeting of stockholders. All of the directors attended our 2025 annual meeting of stockholders.

Executive Sessions

Non-management directors of the Company meet in executive session, led by the Chairman of the Board of Directors, without management, at each regularly scheduled meeting of the Board of Directors. Any director may request additional executive sessions of the independent directors. During 2025, our non-management directors met in executive session at each regularly scheduled meeting of the Board of Directors.

Director Independence

New York Stock Exchange (“NYSE”) listing standards require that a majority of a Board of Directors be independent, subject to the controlled company exception. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

We have seven “independent directors” as defined in the NYSE listing standards and applicable SEC rules, including Faisal Bin Saoud Al-Thani, Ugo Arzani, James Bush, Michael Gregory (Greg) O’Hara, Itai Wallach, Susan Ward, and Kathleen Winters. In addition, each of James Bush, Susan Ward, and Kathleen Winters qualifies as an independent director for the purpose of serving on the Audit and Finance Committee of the Board of Directors under SEC rules.

Leadership Structure of the Board of Directors

Our Corporate Governance Guidelines provide that the roles of chairman and chief executive officer may be either separate or combined. The Board of Directors exercises its discretion in combining or separating these positions as it deems appropriate in the best interests of the Company, subject to the requirements of the Shareholders Agreement.

The Board of Directors recognizes that there is no single, one size fits all approach to providing Board leadership, and given the dynamic and competitive environment in which we operate, the Board's leadership structure may vary as circumstances warrant. The Board of Directors believes that the separation of the Chairperson and CEO positions is appropriate corporate governance for us at this time. Accordingly, the Board of Directors is chaired by Mr. O’Hara and our CEO is Mr. Abbott.

Board of Directors’ Role in Risk Oversight

Our management is responsible for identifying risks facing our Company, including strategic, financial, operational and regulatory risks, implementing risk management policies and procedures and managing our day-to-day risk exposure.

The Audit and Finance Committee discusses guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company, including the internal audit function, assess and manage the Company’s exposure to risk, as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Compensation Committee reviews the compensation arrangements for the Company’s employees to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking, and reviews and discusses, at least annually, the relationship between risk management policies and practices, corporate strategy and the Company’s compensation arrangements.

The Nominating and Corporate Governance Committee recommends that the Board of Directors establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise.

The Risk Management and Compliance Committee (i) assesses and provides oversight to management relating to the identification and assessment of material risks facing the Company, including strategic, operational, regulatory, information, environmental/sustainability, and external risks inherent in the business of the Company, and the control process with respect to such risks; (ii) oversee the risk management, compliance, and control activities of the Company, including, without limitation, the development and execution by management of strategies to mitigate risks; (iii) oversee the integrity of the Company's systems of operational controls regarding legal and regulatory compliance; and (iv) the overall effectiveness of the Company’s culture of compliance. The Committee has oversight responsibility for matters of non-financial compliance, including the Company’s overall compliance

management program, whereas the Audit and Finance Committee of the Board has sole oversight over matters of financial compliance, including financial reporting, accounting and auditing.

In addition, the Board of Directors is regularly presented with information at its regularly scheduled and special meetings regarding risks facing our Company, and management provides more frequent, informal communications to the Board of Directors between regularly scheduled meetings which are designed to give the Board of Directors regular updates about our business. The Board of Directors considers this information and provides feedback, makes recommendations, and, as appropriate, authorizes or directs management to address particular exposures to risk.

Committees of the Board of Directors

The Board of Directors has established the following committees: an Audit and Finance Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Risk Management and Compliance Committee. The Board of Directors has adopted a written charter for each committee, which is available on our website at http://investors.amexglobalbusinesstravel.com.

From time to time, the Board of Directors may establish other committees to facilitate the management of our business. Members will serve on these committees until their resignation or until as otherwise determined by the Board of Directors.

The following table sets forth the composition of the Board's committees as of the date of this Proxy Statement.

Director

Audit & Finance

Compensation

Risk Management & Compliance

Nominating & Corporate Governance

M. Gregory O'Hara

Chair

Paul Abbott

Faisal Bin Saoud Al-Thani

Ugo Arzani

James Bush

Chair

Alexander Drummond

Eric Hart

Raymond Donald Joabar

Itai Wallach

Susan Ward

Chair

Kathleen Winters

Chair

Additional information about each of our Board committees are described below.

Audit and Finance Committee

Members: Susan Ward (Chair), James Bush, and Kathleen Winters

Total Audit & Finance Committee Meetings in 2025: Seven (7)

Financial Expertise and Financial Literacy of Audit & Finance Committee Members: Each of Susan Ward, James Bush, and Kathleen Winters qualifies as an independent director under the corporate governance standards of the NYSE and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors has determined that each of Susan Ward and Kathleen Winters qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K.

Primary Responsibilities:

•evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

•reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

•monitoring the rotation of partners of our independent auditors on our engagement team as required by law and considering whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis;

•reviewing relationships that may reasonably be thought to bear on our auditors’ independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditors;

•reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and discussing the statements and reports with our independent auditors and management;

•overseeing the activities of the internal audit function, including its responsibilities, budget and staffing, and reviewing with management the progress and results of all internal audit projects;

•reviewing with management our internal controls, including any special audit steps adopted in light of the discovery of material control deficiencies;

•reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;

•reviewing with management and our auditors any earnings announcements and other public announcements regarding material developments;

•establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•preparing the report that the SEC requires in our annual proxy statement;

•reviewing and providing oversight of any related person transactions and reviewing and monitoring compliance with legal and regulatory responsibilities related to financial matters, including our Code of Conduct;

•reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and

•reviewing and evaluating on an annual basis the performance of the Audit and Finance Committee, including compliance of the Audit and Finance Committee with its charter.

In addition, the Audit and Finance Committee carries out the functions assigned to the exchange committee (“Exchange Committee”) under the Exchange Agreement (as defined below), subject to the Board of Directors’ reserved discretion to re-delegate such functions to a separate exchange committee that meets the requirements set forth in the Exchange Agreement.

Compensation Committee

Members: James Bush (Chair), Michael Gregory (Greg) O'Hara, and Itai Wallach.

Total Compensation Committee Meetings in 2025: Four (4)

Independence of Compensation Committee Members: Each of James Bush, Michael Gregory (Greg) O’Hara, and Itai Wallach qualifies as an independent director under the corporate governance standards of the NYSE and as a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act.

Primary Responsibilities:

•reviewing, modifying and approving our overall compensation strategy and policies;

•reviewing and approving the compensation and other terms of employment of our executive officers;

•reviewing and approving performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives;

•evaluating and recommending to the Board of Directors the form and amount of non-employee director compensation;

•reviewing, modifying, approving and administering our equity incentive plans, compensation plans and similar programs, as well as modifying, amending or terminating existing plans and programs;

•reviewing, modifying, approving and administrating our compensation “clawback” and any similar policies or agreements with our executive officers or other employees for recovering incentive-based compensation;

•establishing policies with respect to and considering the results of the most recent votes by our stockholders to approve executive compensation as required by Section 14A of the Exchange Act and determining our recommendations regarding the frequency of advisory votes on executive compensation;

•retaining or terminating a compensation consultant or firm to be used to assist the Compensation Committee in benchmarking and setting appropriate compensation levels and policies and approving such consultant’s or firm’s fees and other retention terms;

•establishing policies with respect to equity compensation arrangements;

•reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

•reviewing the adequacy of its charter on a periodic basis;

•preparing the report that the SEC requires in our annual proxy statement; and

•reviewing and assessing on an annual basis the performance of the Compensation Committee.

Nominating and Corporate Governance Committee

Members: Michael Gregory (Greg) O'Hara (Chair), Ugo Arzani, and James Bush

Total Nominating and Corporate Governance Committee Meetings in 2025: Two (2)

Independence of Compensation Committee Members: Each of Ugo Arzani, James Bush, and Michael Gregory (Greg) O’Hara qualifies as an independent director under the corporate governance standards of the NYSE.

Primary Responsibilities:

•identifying, reviewing and evaluating candidates to serve on the Board of Directors consistent with criteria approved by the board;

•determining the minimum qualifications for service on the board;

•evaluating, nominating and recommending individuals for membership on the Board of Directors;

•evaluating nominations by stockholders of candidates for election to the Board of Directors;

•considering and assessing the independence of members of GBTG;

•developing a set of corporate governance policies and principles, including a code of business conduct and ethics, periodically reviewing and assessing these policies and principles and their application and recommending to the Board of Directors any changes to such policies and principles;

•considering questions of possible conflicts of interest of directors as such questions arise;

•developing and recommending to the board for approval succession plans for the Chief Executive Officer and certain other senior management positions;

•reviewing the adequacy of its charter on an annual basis; and

•annually evaluating the performance of the Nominating and Corporate Governance Committee.

Board of Directors membership qualifications and nomination procedures are set forth in the Company’s Corporate Governance Guidelines, which are available on our website at https://investors.amexglobalbusinesstravel.com. Subject to the nomination rights of American Express, QIA and Expedia in the Shareholders Agreement, the Nominating and Corporate Governance Committee considers, among others, experience, skills, expertise, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, potential conflicts of interest and such other relevant factors that the Committee considers appropriate in the context of the needs of the Board. The Nominating and Corporate Governance Committee considers director candidates recommended by stockholders in the same manner as all other candidates recommended by other sources. See "Other Stockholder Proposals or Nominations for Presentation at Next Year's Annual Meeting" below for more information.

Risk Management and Compliance Committee

Members: Kathleen Winters (Chair), Ugo Arzani, Alexander Drummond, Raymond Donald Joabar, and Susan Ward

Total Risk Management and Compliance Committee Meetings in 2025: Four (4)

Primary Responsibilities:

•assessing and providing oversight to management relating to the identification and assessment of material risks facing us, including strategic, operational, regulatory, information, cybersecurity, environmental/sustainability and external risks inherent in our business and the control processes with respect to such risks;

•overseeing our risk management, compliance and control activities, including without limitation the development and execution by management of strategies to mitigate risks; and

•overseeing the integrity of our systems of operational controls regarding legal and regulatory compliance.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines to provide a transparent framework for the effective governance of the Company. The Corporate Governance Guidelines are reviewed regularly and updated as appropriate. The full text of the Corporate Governance Guidelines can be found on our website at https://investors.amexglobalbusinesstravel.com/. The guidelines address, among other topics, Board leadership, composition, meetings, compensation, self-evaluations and access.

Code of Conduct

The Board of Directors has adopted a Code of Conduct applicable to members of our Board of Directors. The Code of Conduct is available on our website at https://investors.amexglobalbusinesstravel.com. The Nominating and Corporate Governance Committee of the Board of Directors is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for directors with respect to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K. Any amendments or waivers to the Code of Conduct requiring disclosure under SEC rules and NYSE listing standards will be posted on our website.

Insider Trading Policy

The Company has adopted an Insider Trading Policy governing the purchase, sale and other disposition of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to us. It is also our policy to comply with applicable securities laws when engaging in transactions in our own securities. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Stockholder Communications with the Board of Directors

Stockholders of the Company wishing to communicate with the Board of Directors or an individual director may send a written communication to the Board of Directors or such director at the following address:

c/o GLOBAL BUSINESS TRAVEL GROUP, INC.
666 3rd Avenue, 4th Floor
New York, NY 10017
Attn: Corporate Secretary

The Corporate Secretary will review each communication, and will forward such communication to the Board of Directors or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Corporate Secretary shall discard the communication or inform the proper authorities, as may be appropriate.

PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Finance Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors. In connection with this responsibility, the Audit and Finance Committee evaluates and monitors the auditors’ qualifications, performance and independence. This responsibility includes a review and evaluation of the independent auditors. The Audit and Finance Committee approves all audit engagement fees and terms associated with the retention of the independent auditors.

As a matter of good corporate governance, the Board of Directors is requesting our stockholders to ratify the Audit and Finance Committee’s selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. KPMG LLP has served as the Company’s independent registered public accounting firm since 2014. The Audit and Finance Committee and the Board of Directors believe that the continued retention of KPMG LLP as our independent auditors is in the best interests of the Company. The Audit and Finance Committee carefully considered the selection of KPMG LLP as our independent auditors. The Audit and Finance Committee charter requires the Audit and Finance Committee to periodically consider whether the independent audit firm should be rotated. In addition to evaluating rotation of the independent auditors, the Audit and Finance Committee oversees the selection of the new lead audit partner and the Audit and Finance Committee chair participates directly in the selection of the new lead audit partner.

If the stockholders do not ratify the selection, the Audit and Finance Committee will reconsider its selection. Even if the selection is ratified, the Audit and Finance Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit and Finance Committee determines that such a change would be in the best interests of the Company and its stockholders.

Representatives from KPMG LLP are expected to be present at the Annual Meeting and will have an opportunity to make a statement at the Annual Meeting if they desire to do so and are expected to be available to respond to appropriate questions at the Annual Meeting.

Required Vote

Approval by the affirmative vote of a majority of votes cast by the holders of all of the shares of common stock that are entitled to vote on the matter is required to ratify the selection of KPMG LLP.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

☑

Fees Billed by the Principal Accountant

The following table sets forth all fees billed for professional audit services and other services rendered by KPMG LLP for each of the years ended December 31, 2025 and 2024:


	2025 ($)		2024 ($)
	(in thousands)
Audit Fees(1)		6,171		6,297
Audit-Related Fees(2)		592		254
Tax Fees(3)		3,991		4,162
Total		10,754		10,713

(1)Audit Fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements.

(2)Audit-Related Fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations in connection with attestation services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.

(3)Tax Fees consist of fees for professional services rendered for tax compliance and tax advice.

Audit and Finance Committee Pre-Approval Policy

Our Audit and Finance Committee is responsible for approving all audit, audit-related and certain other services specified in its charter. The Audit and Finance Committee reviews and, in its sole discretion, approves the independent auditors’ annual engagement letter, including the proposed fees contained therein, as well as all audit and all permitted non-audit engagements and relationships between the Company and the independent auditor (which approval should be made after receiving input from the Company’s management, if desired). Approval of audit and permitted non-audit services will be made by the Audit and Finance Committee or as otherwise provided for in a pre-approval policy approved by the Audit and Finance Committee.

AUDIT AND FINANCE COMMITTEE REPORT

The Audit and Finance Committee assists the Board of Directors in fulfilling its oversight responsibilities of the Company’s financial reporting process and the adequacy of the Company’s controls over financial reporting. Specifically, the responsibilities of the Audit and Finance Committee are set forth in its charter and further described above in the section titled “General Information About the Board of Directors – Committees of the Board of Directors – Audit and Finance Committee”. Management has the primary responsibility for the financial statements and the reporting process, while the independent auditors are responsible for performing an independent audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), expressing an opinion as to the conformity of the financial statements with generally accepted accounting principles in the United States of America (“GAAP”) and auditing the operating effectiveness of internal control over financial reporting.

In performing its oversight function, the Audit and Finance Committee, reviewed and discussed the Company's audited consolidated financial statements for the fiscal year ended December 31, 2025, with management and with KPMG LLP, the Company's independent registered public accounting firm. In addition, the Audit and Finance Committee discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the PCAOB and the Securities and Exchange Commission ("SEC"). The Audit and Finance Committee also discussed with KPMG LLP the written disclosures and the independence communications from KPMG LLP required by the applicable requirements of the PCAOB.

The Audit and Finance Committee has relied on management's representation that the financial statements have been prepared in accordance with GAAP and on the opinion of KPMG LLP included in their report on the Company's financial statements.

Based on its review and discussions with management and KPMG LLP described in the preceding paragraphs, the Audit and Finance Committee recommended to the Board of Directors that the Company's audited consolidated financial statements for the fiscal year ended December 31, 2025 be included in the Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.

Audit and Finance Committee

Susan Ward (Chair)
James Bush
Kathleen Winters

The above Audit and Finance Committee Report is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act whether made before or after the date of this proxy statement and irrespective of any general incorporation language in any such filings.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our common stock as of the Record Date by:

•each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

•each of our directors and director nominees;

•each of our named executive officers ("NEOs"); and

•all of our current executive officers and directors as a group.

The percentage ownership information is based on 523,342,918 shares of Class A Common Stock outstanding as of the Record Date, which for purposes of the table below include any shares of unvested restricted stock units that are held by such individual or entity over which such individual or entity has voting rights.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to equity awards or other rights held by such person that are currently exercisable or will become exercisable within 60 days after the Record Date, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.


	Class A Common Stock Beneficially Owned
Name of Beneficial Owner(1)	Shares	Percent
Five Percent Holders
American Express Company(2)	157,786,199	30.1%
Qatar Investment Authority(3)	87,659,000	16.7%
Expedia Group, Inc.(4)	74,849,607	14.3%
BlackRock Portfolio Management LLC.(5)	39,429,596	7.5%
Directors, Director Nominees and Named Executive Officers
Paul Abbott	1,903,371	*
Eric J. Bock(6)	2,291,704	*
Andrew Crawley	682,662	*
John David Thompson(7)	2,256,075	*
Karen Williams	95,198	*
Faisal Bin Saoud Al-Thani(8)	30,816	*
Ugo Arzani(8)	36,488	*
James Bush(8)	114,597	*
Alexander Drummond(8)	55,855	*
Eric Hart(9)	97,097	*
Raymond Donald Joabar(8)	97,097	*
Michael Gregory O’Hara(8)(9)	20,061,367	3.8%
Itai Wallach	—	—
Susan Ward(8)	97,097	*
Kathleen Winters(8)	97,097	*
Directors and Executive Officers as a Group
(18 Individuals)(10)	29,650,058	5.4%

*Represents beneficial ownership of less than 1%.

(1)The business address of each director and executive officer of GBTG is c/o Global Business Travel Group, Inc., 666 3rd Avenue, 4th Floor, New York, NY 10017.

(2)Based solely upon the Schedule 13D/A filed by American Express Company with the SEC on January 16, 2024. Consists of securities held of record by American Express International, Inc. The principal business address of this entity is 200 Vesey Street, New York, NY 10285.

(3)Based solely upon the Schedule 13D filed by Qatar Investment Authority with the SEC on October 2, 2025. Consists of securities held of record by QIA Retail Holding LLC. The principal business address of this entity is Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), PO Box 23224, Doha, State of Qatar.

(4)Based solely upon the Schedule 13D/A filed by Expedia Group, Inc. with the SEC on January 16, 2024. Consists of securities held of record by Expedia HoldCo. The business address of such parties is 1111 Expedia Group Way W., Seattle, WA 98119.

(5)Based solely upon the Schedule 13G filed by BlackRock Portfolio Management LLC with the SEC on April 15, 2025. The principal business address of this entity is 50 Hudson Yards, New York, New York 10001.

(6)Includes 994,508 stock options that are exercisable within 60 days of the Record Date.

(7)Includes 1,923,236 stock options that are exercisable within 60 days of the Record Date.

(8)For each individual, includes 30,816 restricted stock units scheduled to vest on May 13, 2026.

(9)Includes 66,281 shares held directly by Michael Gregory O'Hara. Additionally, based solely upon the Form 4 filed by Mr. Michael Gregory O'Hara with the SEC on June 13, 2025, Mr. Michael Gregory O'Hara may be deemed to beneficially own securities held of record by PecosCo Limited Partnership, HMC Juweel Holdings, LP, Certares Sponsor Investor (Delaware) LLC and Clementine Holdings Ltd., totaling 19,964,270 shares. Certares Sponsor Investor (Delaware) LLC is controlled by its largest common shareholder, Certares Travel Holdings, LP. Certares Management Limited is the General Partner of each of PecosCo Limited Partnership, HMC Juweel Holdings, LP and Certares Travel Holdings, LP. Messrs. Michael Gregory O’Hara, Henry Briance and Spencer Marsden are the directors of Certares Management Limited and as such may be deemed to have voting and dispositive control of the securities held of record by PecosCo Limited Partnership, HMC Juweel Holdings, LP and Certares Sponsor Investor (Delaware) LLC. Clementine Holdings Ltd. is ultimately owned by Mr. Michael Gregory O’Hara.

(10)Includes (i) 3,259,543 stock options that are exercisable within 60 days of the Record Date and (ii) 277,344 restricted stock units scheduled to vest on May 13, 2026.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Biographical data for each of our current executive officers is set forth below, excluding Mr. Abbott’s biography, which is included in the Section entitled “Proposal 1 — Election of Directors.”

Eric J. Bock

Eric J. Bock, 60, has served as our Chief Legal Officer, Global Head of M&A and Compliance & Corporate Secretary since May 2022, previously serving as the Chief Legal Officer, Global Head of M&A and Corporate Secretary of Legacy GBTG since October 2014. Prior to joining the Company, Mr. Bock served as Executive Vice President, Chief Legal Officer and Chief Administrative Officer, as well as Chief Compliance and Ethics Officer of Travelport Worldwide Limited (“Travelport”) and as a member of the Board of Directors of eNett International, a leading provider of innovative, integrated payment solutions. In addition to playing an integral role in developing and implementing Travelport’s strategic plans, Mr. Bock was also Chairman of the Enterprise Risk Management Committee and a member of the Employee Benefits, Charitable, Disclosure and Investment Committees. Prior to joining Travelport, Mr. Bock served as Executive Vice President, Law and Corporate Secretary for Cendant Corporation, overseeing the company’s legal practice groups in securities and corporate finance, mergers and acquisitions, corporate secretarial and governance matters, executive compensation, travel distribution services and marketing services. Mr. Bock also served on Cendant Corporation’s Business Ethics Committee, Disclosure Committee, Employee Benefits Committee and Business Continuity Planning Committee. Before Cendant Corporation, Mr. Bock was an associate in the corporate group of Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Bock received his B.A. from Lafayette College and his J.D. from Fordham University School of Law.

Andrew George Crawley

Andrew George Crawley, 59, has served as our President since January 2023, previously serving as Chief Commercial Officer since May 2022, and the Chief Commercial Officer of Legacy GBTG since April 2020. Mr. Crawley served as a non-executive director on the board of Travelopia, a KKR portfolio company from August 2018 to March 2026. Previously, Mr. Crawley served as Chief Executive Officer and Chairman of the Board of Directors of International Airlines Group (“IAG”) Loyalty. In addition, Mr. Crawley was a member of the IAG Management Committee from January 2016 to March 2020. Prior to joining IAG Loyalty, Mr. Crawley served as Chief Executive Officer of IAG Cargo. Prior to joining IAG Cargo, Mr. Crawley served as Chief Commercial Officer and Executive Board Member at British Airways plc (“British Airways”). Mr. Crawley also served as Chairman of British Airways Holidays, Chairman of OpenSkies (British Airways’ wholly-owned French airline subsidiary) and a board member of Avios Group Ltd. Mr. Crawley started his travel career in British Airways in 1992 and worked in a variety of sales, marketing and operational roles in the United Kingdom, Europe and Asia, ultimately serving on the Board of Directors of British Airways. Prior to joining British Airways, Mr. Crawley spent two years in advertising. Mr. Crawley received his BSc degree from London University (QMC). Mr. Crawley also completed the Advanced Management Program at Harvard Business School.

Patricia Anne Huska

Patricia Anne Huska, 57, has served as our Chief People Officer since May 2022, previously serving as Chief People Officer of Legacy GBTG since December 2018. Prior to becoming Chief People Officer, Ms. Huska served as our Vice President of Global Human Resources, responsible for the development and execution of strategies aimed at attracting talent, while retaining and engaging the existing employee base. Ms. Huska also has significant merger and acquisition experience. Ms. Huska played a key role in the planning and creation of the joint venture established by American Express Company comprising the legacy GBT JerseyCo operations with a predecessor of Juweel and a group of institutional investors led by an affiliate of Certares, as well as spearheading the HR integration of multiple acquisitions. Ms. Huska was previously with American Express Company from 1994 to 2014. Ms. Huska received her M.A. in Management from Lesley University and her B.A. in Business Administration from the University of Massachusetts at Amherst.

Evan Konwiser

Evan Konwiser, 44, has served as our Chief Product and Strategy Officer since December 2024, previously serving as our Chief Marketing & Strategy Officer since September 2022, and as Executive Vice President, Product, Strategy and Communications since May 2022. Mr. Konwiser previously served as EVP Product, Strategy and Communications since February 2020, and other leadership roles since joining Legacy GBTG in 2014. Prior to joining the Company, Mr. Konwiser served as co-founder and Chief Operating Officer of Skylark, a luxury leisure travel agency start-up. Mr. Konwiser previously built two other travel products: FlightCaster, which predicts flight delays real-time and was acquired in 2010, and Farely, which analyzes airline cost data for travel buyers. As part of the FlightCaster acquisition, Mr. Konwiser ran the travel business for Next Jump, which includes employee discount programs for Fortune 500 companies. Mr. Konwiser also spent several years consulting in the travel industry for travel management companies, airlines, global distribution systems and travel media companies. Mr. Konwiser has

also been an advisor to travel start-ups including Safely, Suiteness, Olset (acquired by Deem), RocketMiles (acquired by Priceline), and GetGoing (acquired by BCD Travel). Prior to that, Mr. Konwiser was a consultant at Bain & Company and also worked at Kayak. Mr. Konwiser is a six-time Dragon / Critic at the Phocuswright Travel Innovation Summit and is the facilitator of the Phocuswright Young Leaders Summit. Mr. Konwiser previously served on The Board of Association of Corporate Travel Executives and was selected as one of the “25 Most Influential Business Travel Executives” of 2016 and 2025. Mr. Konwiser received his B.A. and M.B.A. degrees from Dartmouth.

John Pelant

John Pelant, 57, has served as our Executive Vice President, Traveler Experience and US Defense & Government since September 2025. Mr. Pelant joined our Company following the Company's acquisition of CWT in September 2025. Mr. Pelant also plays an important role in ensuring that the broader integration of the CWT business is a success. Prior to joining our Company, Mr. Pelant was Executive Vice President and Chief Experience & Technology Officer at CWT, leading the company’s biggest function that combined customer experience, product development, and technology under one umbrella to deliver integrated solutions for travelers and corporate clients. Prior to that, Mr. Pelant was Chief Technology Officer at CWT and held a variety of other leadership positions. Mr. Pelant started his career at CWT in 1991. Mr. Pelant is a board member for the Orphaned Starfish Foundation and a member of the Defenders Circle at Thorn. Mr. Pelant holds a B.S. degree from St John’s University.

John David Thompson

John David Thompson, 59, has served as our Chief Technology Officer since May 2022, previously serving as the Chief Information Technology Officer of Legacy GBTG since November 2017. Prior to joining the Company, Mr. Thompson served as Executive Vice President of Global Operations and Chief Technology Officer at The Western Union Company (“Western Union”), where he was responsible for overseeing the IT infrastructure needed to develop and support the next generation of Western Union money transfer and payment capabilities. Mr. Thompson has more than 20 years of experience in the technology industry. Prior to joining Western Union, Mr. Thompson served as Group President, Services and Support and Global CIO of Symantec Corporation. Prior to this role, Mr. Thompson served as Symantec Corporation’s EVP and CIO and, during his six years at the company, led an organization that offered expert solutions and support in information security, technology, availability and storage. Earlier in his career, Mr. Thompson served as SVP and CIO for Oracle Corp. and Vice President of Services and CIO at PeopleSoft, Inc. Mr. Thompson previously served over 10 years on the Board of Directors for CoreSite Realty Corp. Mr. Thompson received his B.B.A. from Marymount University.

Karen Williams

Karen Williams, 50, has served as our Chief Financial Officer since July 2023. Ms. Williams previously served as SVP-Deputy Chief Financial Officer since May 2022. Prior to joining the Company, Ms. Williams served as Senior Vice President of IHG® Hotels & Resorts, as Global Head of Strategy and Planning, where she led a global team overseeing the group strategy function. Prior to this role, Ms. Williams served as Chief Financial Officer of IAG Loyalty, IAG's center of excellence for loyalty. Earlier in her career, Ms. Williams held numerous division Chief Financial Officer roles at American Express Company where she spent 15 years. Ms. Williams received her degree from the University of Leicester and is a qualified accountant (ACCA: Association of Chartered Certified Accountants).

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis (“CD&A”) and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that this CD&A be included in this proxy statement.

Compensation Committee

James Bush (Chair)
Michael Gregory O’Hara

Itai Wallach

COMPENSATION DISCUSSION & ANALYSIS

This CD&A describes the elements of our executive compensation philosophy and provides information about the objectives and components of our executive compensation program and how it operates for our NEOs. It also sets forth how the Compensation Committee arrived at the specific compensation policies and practices involving our NEOs during fiscal year 2025. For 2025 our NEOs were:


Name			Positions Held with the Company
Paul Abbott			Chief Executive Officer
Karen Williams			Chief Financial Officer
Andrew Crawley			President
Eric J. Bock			Chief Legal Officer, Global Head of Mergers & Acquisitions and Compliance and Corporate Secretary
John David Thompson			Chief Technology Officer

2025 Business Performance

Highlights

In 2025 we delivered strong results driven by accelerating business travel demand, share gains, impressive customer retention, the acquisition of CWT and our focus on operational efficiency and cost synergies. We reported double-digit revenue and Adjusted EBITDA growth in 2025, executed accretive M&A, refinanced our debt and returned cash to shareholders through share buybacks.


Fiscal Year 2025 Highlights			Proof Points
Achieved strong financial results			•Total Transaction Value (TTV) grew 17% •Revenue growth accelerated to 12% •Adjusted EBITDA grew 11%
Focus on operational efficiency and cost savings			•Adjusted Gross Profit Margin of 60% •Adjusted EBITDA Margin of 20%, with 144bps margin expansion excluding CWT
Continued share gains and strong customer retention			•Total New Wins Value1 of $3.3 billion •96% Customer retention rate
Achieved key transformative milestones for growth and value creation			•Closed CWT acquisition on September 2, 2025 •Announced strategic alliance with SAP Concur •Accelerated AI and automation strategy
Continued cash generation and strong balance sheet			•Free Cash Flow generation of $104 million •Leverage ratio2 of 1.9x
Capital allocation to optimize shareholder returns			•Reinvested for growth and additional margin expansion •Returned $73 million to shareholders under the share buyback program

* Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Operating Expenses and Free Cash Flow are non-GAAP financial measures and are defined and reconciled to the most directly comparable GAAP measures, net income/loss, net income/loss margin, total operating expenses, and net cash from (used in) operating activities, respectively, in Annex A to this proxy statement.

1 TTV over the contract term from all new client wins over the last twelve months

2 Leverage ratio is calculated as Net Debt / last twelve months' Adjusted EBITDA and is different from the leverage ratio defined in our amended and restated senior secured credit agreement. Net Debt is a non-GAAP financial measure defined and reconciled to comparable GAAP measure in Annex A to this proxy statement.

Key Transformative Milestones Achieved for Growth and Value Creation

•Closed CWT acquisition on September 2, 2025. Accelerates revenue growth and cost transformation with $155 million in identified synergies and diversifies shareholder base.

•Strategic alliance with SAP Concur. Co-developing “Complete,” a new flagship solution for travel and expense integrating Concur Expense with Egencia as part of the next-gen launch with new AI features and user experience to capture large and profitable SME opportunity.

•AI and automation. Approximately 80% of transactions are digital and over 40% of call interactions assisted by AI (excluding CWT). Leveraging AI to revolutionize the customer experience, power the agentic transformation of business-to-business travel and reduce operating costs for meaningful margin expansion.

Strong Financial Results in FY 2025

We delivered financial results in line with our expectations and achieved more than $100M in cost transformation benefits, including $5 million of CWT synergies. Operating expenses and cash flows reflect the impact of the CWT acquisition, including higher restructuring and integration charges as we deliver on the $155 million in cost synergies.


	FY 2025 Results	YOY Inc / (Dec)
Total revenue	$2.72B	12%
Adjusted Operating Expenses	$2.19B	12%
Adjusted Gross Profit Margin	60%	1 bps
Adjusted EBITDA	$532M	11%
Adjusted EBITDA Margin	20%	(17) bps
Net cash provided by operating activities	$233M	(15)%
Free Cash Flow	$104M	(37)%

Executive Compensation Philosophy and Objectives

Our executive compensation program is a vital tool to ensure we attract and retain top talent necessary to grow our business. It is designed to reward the achievement of our financial, operational, and strategic goals and is centered on the following primary objectives:

•integrate pay with the Company’s annual and long-term performance goals;

•encourage behaviors that are in the best interests of our clients, stockholders and the goals of the organization;

•provide market competitive compensation and benefits that will attract, retain, motivate, and reward a talented team of executive officers; and

•reinforce our culture, including the welfare and workplace equity of our employees.

Governance

We regularly review our compensation practices and policies to ensure they are aligned to best practices and satisfy regulatory requirements. Listed below are key characteristics of our executive compensation program, which we believe best serve the interests of our stockholders and promote good governance.


			What we do:						What we don't do:
			Compensation at-risk - A significant portion of our executives’ compensation is at-risk based on corporate performance. This includes a large portion of equity-based compensation to align the interests of our executive officers and stockholders.						Hedging/Pledging of Company Stock - We prohibit our officers and directors from hedging, pledging, short-selling, or publicly trading options in our stock.
			Diversified Short -Term Incentives - We establish clear, measurable, and appropriately rigorous performance goals and targets that are tied to key financial, client and colleague goals, and generally have capped the maximum payouts.						Provide Bonus Guarantees or Uncapped Incentives - We do not provide bonus guarantees and our program guidelines cap bonus payments at 200% of target.

SEC Form DEF 14A filed by Global Business Travel Group Inc.