Sabre Corporation
Sabre Corp (Form: DEF 14A, Received: 04/25/2016 17:14:20)
Table of Contents

 

 

SCHEDULE 14A

PROXY STATEMENT

Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant   x                              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))
x   Definitive Proxy Statement
¨   Definitive Additional Materials
¨   Soliciting Material Under Rule 14a-12

Sabre Corporation

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

¨   Fee paid previously with preliminary materials.
¨  

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 


Table of Contents

 

 

LOGO

Notice of 2016 Annual Meeting

of Stockholders and

Proxy Statement


Table of Contents

LOGO

April 25, 2016

Dear Fellow Stockholders:

We are pleased to invite you to the 2016 Annual Meeting of Stockholders. The meeting will be held on Wednesday, May 25, 2016, at 9:30 a.m. local time, at our Global Headquarters, located at 3150 Sabre Drive, Southlake, Texas 76092.

Details about the business to be conducted at the Annual Meeting can be found in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we urge you to vote your shares as soon as possible. You can vote by marking, signing and dating the enclosed proxy card, by using the internet or by telephone. Instructions on all three methods of voting are contained on the proxy card.

On behalf of your Board of Directors, thank you for your continued interest and support.

 

Sincerely,

 

LOGO

Larry Kellner

Chairman of the Board

  

LOGO

Tom Klein

President and Chief Executive Officer

 


Table of Contents
          NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  

 

 

LOGO

SABRE CORPORATION

3150 Sabre Drive

Southlake, Texas 76092

Notice of Annual Meeting of Stockholders

The Annual Meeting of Stockholders of Sabre Corporation, a Delaware corporation, will be held at 9:30 a.m. local time on Wednesday, May 25, 2016, at our Global Headquarters, 3150 Sabre Drive, Southlake, Texas 76092, for the following purposes:

 

1. To elect George Bravante, Jr. , Tom Klein, Joseph Osnoss and Zane Rowe to our Board of Directors, each to serve a three-year term,

 

2. To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2016,

 

3. To approve our 2016 Omnibus Incentive Compensation Plan, and

 

4. To transact any other business that may properly come before the Annual Meeting or any adjournments or postponements.

Our Board of Directors recommends you vote (i) FOR the election of directors named in this proxy statement from the Class of 2016, (ii) FOR ratification of the appointment of our independent auditors, and (iii) FOR the approval of our 2016 Omnibus Incentive Compensation Plan.

Only stockholders of record at the close of business on March 28, 2016 are entitled to notice of, to attend, and to vote at the Annual Meeting and any adjournments or postponements.

Whether or not you expect to attend the Annual Meeting, we encourage you to vote your shares promptly. Please sign, date and mail the included proxy card in the enclosed envelope, or vote your shares electronically via the internet or by telephone.

By order of the Board of Directors.

 

 

LOGO

Steve Milton

Corporate Secretary

April 25, 2016

 

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be Held on May 25, 2016

This proxy statement and the 2015 annual report are available at

www.proxydocs.com/SABR


Table of Contents
          TABLE OF CONTENTS  

 

Table of Contents

 

 

PROXY STATEMENT SUMMARY

      1  

 

INFORMATION ABOUT OUR ANNUAL MEETING

      3  

 

Date, Time and Place of Meeting

      3  

Record Date; Mailing Date

      3  

How to Vote

      3  

How to Revoke Your Vote

      4  

Quorum

      5  

Votes Required

      5  

Abstentions and Broker Non-Votes

      5  

Solicitation of Proxies

      5  

Other Business

      6  

 

CORPORATE GOVERNANCE

      7  

 

Corporate Governance Guidelines

      7  

Board Leadership Structure

      7  

Principal Stockholders

      7  

Stockholders’ Agreement

      7  

Board Composition and Director Independence

      9  

Director Nominee Criteria and Process

      9  

Attributes of Current Directors

      10  

Diversity of Directors

      10  

Stockholder Nominations for Directors

      10  

Board Meetings and Annual Meeting Attendance

      11  

Board Committees

      11  

Compensation Committee Interlocks and Insider Participation

      14  

Other Corporate Governance Practices and Policies

      14  

 

PROPOSAL 1: ELECTION OF DIRECTORS

      16  

 

General Information

      16  

Certain Information Regarding Nominees for Director

      16  

Director Compensation Program

      23  

 

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS

      27  

 

Principal Accounting Firm Fees

      27  

Audit Committee Approval of Audit and Non-Audit Services

      27  

Audit Committee Report

      28  

 

PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN

      30  

 

Alignment of 2016 Omnibus Plan with Stockholders’ Interests

      31  

Key Data

      32  

Summary of Terms of the 2016 Omnibus Plan

      32  

New Plan Benefits

      38  

U.S. Federal Income Tax Consequences

      38  

Required Vote

      40  

Equity Compensation Plan Information

      40  

 

  LOGO   Sabre Corporation     2016 Proxy Statement                i


Table of Contents
  TABLE OF CONTENTS          

 

COMPENSATION DISCUSSION AND ANALYSIS       42  

Executive Summary

      43  

Compensation Philosophy and Objectives

      47  

2015 Total Direct Compensation Mix

      48  

Compensation-Setting Process

      49  

Compensation Elements of Total Direct Compensation

      53  

Employment Agreements

      60  

Other Compensation Policies

      61  

Tax and Accounting Considerations

      63  

Compensation Committee Report

      64  
EXECUTIVE COMPENSATION       65  

2015 Summary Compensation Table

      65  

2015 Grants of Plan-Based Awards Table

      67  

2015 Outstanding Equity Awards at Fiscal Year-End Table

      69  

2015 Options Exercised and Stock Vested Table

      71  

2015 Pension Benefits Table

      72  

Nonqualified Deferred Compensation

      74  

Employment Agreements

      74  

Potential Payments upon Termination or Change in Control

      78  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT       85  
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS       87  

Stockholders’ Agreement

      87  

Registration Rights Agreement

      87  

Management Stockholders’ Agreement

      88  

Tax Receivable Agreement

      88  

Certain Relationships

      90  
OTHER INFORMATION       91  

Section 16(a) Beneficial Ownership Reporting Compliance

      91  

2016 Stockholder Proposals

      91  

Annual Meeting Advance Notice Requirements

      91  

Householding

      91  
APPENDIX A: Sabre Corporation 2016 Omnibus Incentive Compensation Plan       A-1  
APPENDIX B: Reconciliations of Non-GAAP and GAAP Financial Measures       B-1  

 

ii                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROXY STATEMENT SUMMARY  

 

 

LOGO

PROXY STATEMENT SUMMARY

This summary represents only selected information. You should review the entire proxy statement before voting.

Matters for Stockholder Voting

 

 

Proposal   Description   

Board Voting

Recommendation

   

1. Election of directors

  Election of George Bravante, Jr., Tom Klein, Joseph Osnoss and Zane Rowe to serve a three-year term    FOR all nominees
   

2. Ratification of appointment of auditors

  Ratification of the appointment of Ernst & Young LLP as our independent auditors for 2016    FOR
   

3. Approval of our 2016 Omnibus Incentive Compensation Plan

  Approval of our 2016 equity compensation plan    FOR

Information on Director Nominees

 

Information about the four nominees for director is included below. The Governance and Nominating Committee has reviewed the individual director attributes and contributions of these nominees, and the Board of Directors recommends that stockholders vote FOR the election of each nominee.

 

Name and Occupation  

Committee

Roles

  Independent   Experience Highlights
     

George Bravante, Jr.

Co-founder of Bravante-

Curci Investors, LP and

Owner of Bravante

Produce

 

 Audit Committee

  ü  

 Audit Committee financial expert

 Travel industry experience

 Investment experience

 Financial and strategic business knowledge

     

Tom Klein

President and CEO,

Sabre Corporation

 

 Executive Committee

 Technology Committee

   

 Long service with Sabre

 Travel technology industry experience

 Leadership experience

     

Joseph Osnoss

Managing Director,

Silver Lake

 

 Technology Committee (Chair)

  ü  

 Service on boards of directors of other companies

 Extensive experience investing in the technology sector

 International experience

     

Zane Rowe

Chief Financial Officer,

VMware, Inc.

 

 Technology Committee*

  ü  

 Senior financial leadership experience

 Technology experience

 Travel industry experience

 

* Subject to election as a director.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                1


Table of Contents
  PROXY STATEMENT SUMMARY          

 

2016 Omnibus Incentive Compensation Plan

 

We are proposing the adoption of our 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”). The 2016 Omnibus Plan is a critical part of Sabre’s overall compensation program and is intended to promote the interests of Sabre and its stockholders by providing Sabre’s employees and non-employee directors, who are largely responsible for the management, growth, and protection of Sabre’s business, with incentives and rewards to encourage them to continue in the service of Sabre. The 2016 Omnibus Plan is designed to meet this objective by providing these employees and eligible non-employee directors with a proprietary interest in pursuing the long-term growth, profitability, and financial success of Sabre. The Board of Directors recommends that stockholders vote FOR the approval of the 2016 Omnibus Plan.

 

2                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROXY STATEMENT  

 

LOGO

PROXY STATEMENT

for the Annual Meeting of Stockholders

to be Held on May 25, 2016

INFORMATION ABOUT OUR ANNUAL MEETING

Date, Time and Place of Meeting

 

Our 2016 Annual Meeting will be held on Wednesday, May 25, 2016, at 9:30 a.m. local time, at our Global Headquarters, 3150 Sabre Drive, Southlake, Texas 76092.

Only stockholders as of the record date and persons holding proxies from stockholders as of the record date may attend the Annual Meeting. If your shares are registered in your name, you must bring a form of photo identification to the Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee, otherwise known as holding in “street name,” you must bring a proxy or letter from that broker, trust, bank or other nominee that confirms you are the beneficial owner of those shares, together with a form of photo identification, to the Annual Meeting. If you are a representative of an entity that owns shares, you must bring a form of photo identification, evidence that you are the entity’s authorized representative or proxyholder, and, if the entity holds the shares in street name, proof of the entity’s beneficial ownership to the Annual Meeting. If you are a proxyholder, you must bring a valid legal proxy and a form of photo identification to the Annual Meeting. Use of cameras and recording devices will not be permitted at the Annual Meeting.

Record Date; Mailing Date

 

The Board of Directors established the close of business on March 28, 2016 as the record date for determining the holders of Sabre stock entitled to notice of and to vote at the Annual Meeting.

On the record date, 276,690,295 shares of common stock were outstanding and entitled to vote at the Annual Meeting. Each share of common stock outstanding is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting.

We are first mailing this proxy statement and the accompanying proxy materials to holders of Sabre common stock on or about April 29, 2016.

How to Vote

 

You may direct how your shares are voted by proxy, without attending the Annual Meeting. The manner in which your shares may be voted by proxy depends on whether you are a:

 

  Registered stockholder . Your shares are represented by certificates or book entries in your name on the records of Sabre’s stock transfer agent, American Stock Transfer & Trust Company, LLC, or

 

  LOGO   Sabre Corporation     2016 Proxy Statement                3


Table of Contents
  PROXY STATEMENT          

 

 

  Beneficial stockholder . You hold your shares in “street name” through a broker, trust, bank or other nominee.

You may vote your shares by proxy in any of the following three ways:

 

  Using the Internet . Registered stockholders may vote using the internet by going to www.proxypush.com/SABR and following the instructions. Beneficial stockholders may vote by accessing the website specified on the voting instruction forms provided by their brokers, trusts, banks or other nominees. You will be required to enter the control number that is included on the voting instruction form provided by your broker, trust, bank or other nominee.

 

  By Telephone . Registered stockholders may vote, from within the United States, using any touch-tone telephone by calling (866) 206-5104 and following the recorded instructions. Beneficial owners may vote, from within the United States, using any touch-tone telephone by calling the number specified on the voting instruction forms provided by their brokers, trusts, banks or other nominees. You will be required to enter the control number that is included on the voting instruction form provided by your broker, trust, bank or other nominee.

 

  By Mail . Registered stockholders may submit proxies by mail by marking, signing and dating the printed proxy cards and mailing them in the accompanying pre-addressed envelopes. Beneficial owners may vote by marking, signing and dating the voting instruction forms by their brokers, trusts, banks or other nominees provided and mailing them in the accompanying pre-addressed envelopes.

All proxies properly submitted and not revoked will be voted at the Annual Meeting in accordance with the instructions indicated on the proxies. If you are a stockholder of record and submit your proxy voting instructions but do not direct how to vote on each item, the persons named as proxies will vote your shares as follows:

 

  FOR the election of directors named in this proxy statement,

 

  FOR ratification of the appointment of our independent auditors, and

 

  FOR approval of our 2016 Omnibus Incentive Compensation Plan.

You may also vote in person at the Annual Meeting. Votes in person will replace any previous votes you have made by mail, telephone or the internet. We will provide a ballot to registered stockholders who request one at the meeting. Shares held in your name as the stockholder of record may be voted on that ballot. Shares held beneficially in street name may be voted on a ballot only if you bring a legal proxy from the broker, trust, bank or other nominee that holds your shares giving you the right to vote the shares. Attendance at the Annual Meeting without voting or revoking a previous proxy in accordance with the voting procedures will not in and of itself revoke a proxy.

How to Revoke Your Vote

 

Any stockholder of record submitting a proxy has the power to revoke the proxy at any time prior to its exercise by (1) submitting a new proxy with a later date or time, including a proxy given over the Internet or by telephone, (2) notifying our Corporate Secretary at 3150 Sabre Drive, Southlake, Texas 76092 in writing, which notice must be received by the Corporate Secretary before the meeting or (3) voting in person at the meeting.

If you are a beneficial stockholder, you may revoke your proxy or change your vote only by following the separate instructions provided by your broker, trust, bank or other nominee.

 

4                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROXY STATEMENT  

 

Quorum

 

Transaction of business at the Annual Meeting may occur if a quorum is present. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority in voting power of the outstanding shares of capital stock entitled to be voted at the meeting, present in person or by proxy, constitutes a quorum. If a quorum is not reached, the Annual Meeting will be adjourned until a later time.

Votes Required

 

Item 1: Election of Directors . The election of directors will be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote, meaning that the nominees with the greatest number of votes cast, even if less than a majority, will be elected.

Item 2: Ratification of Appointment of Our Independent Auditors .  The affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares of capital stock entitled to vote and present, in person or by proxy, at the meeting is required.

Item 3: Approval of the 2016 Omnibus Incentive Compensation Plan . The affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares of capital stock entitled to vote and present, in person or by proxy, at the meeting is required.

Abstentions and Broker Non-Votes

 

Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. For Items 2 and 3, however, because the affirmative vote of the holders of a majority of the shares present and entitled to vote is required for approval, abstentions will be counted as votes against these proposals.

If you hold Sabre shares in street name, you must provide your broker, bank or other holder of record with instructions in order to vote these shares. If you do not provide these voting instructions, whether your shares can be voted by your bank, broker or other nominee depends on the type of item being considered for a vote.

 

  Non-Discretionary Items . The election of directors and the approval of the 2016 Omnibus Incentive Compensation Plan are non-discretionary items and may NOT be voted on by your broker, bank or other nominee absent specific voting instructions from you.

 

  Discretionary Items . The ratification of Ernst & Young LLP as Sabre’s independent registered public accounting firm for the fiscal year ending December 31, 2016 is a discretionary item. Generally, brokers, banks and other nominees that do not receive voting instructions may vote on this proposal in their discretion.

Solicitation of Proxies

 

This solicitation is being made by our Board of Directors. We will bear all costs of this proxy solicitation, including the cost of preparing, printing and delivering materials, the cost of the proxy solicitation and the

 

  LOGO   Sabre Corporation     2016 Proxy Statement                5


Table of Contents
  PROXY STATEMENT          

 

expenses of brokers, fiduciaries and other nominees who forward proxy materials to stockholders. In addition to mail and electronic means, our employees may solicit proxies by telephone or otherwise. In addition, we may enlist the help of banks, brokers, broker-dealers and similar organizations in soliciting proxies from their customers ( i.e. , beneficial stockholders). We have retained Alliance Advisors, LLC to aid in the solicitation at a cost of approximately $20,000 plus reimbursement of out-of-pocket expenses.

Other Business

 

The Board of Directors does not presently intend to bring any business before the Annual Meeting other than the proposals discussed in this proxy statement and specified in the Notice of Annual Meeting of Stockholders. If any other matters should properly come before the Annual Meeting, the persons designated in the proxy will vote on them according to their best judgment.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please take the time to vote via the internet, by telephone or by returning your marked, signed and dated proxy card so that your shares will be represented at the Annual Meeting.

 

6                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          CORPORATE GOVERNANCE  

 

CORPORATE GOVERNANCE

Corporate Governance Guidelines

 

The Board of Directors has adopted Corporate Governance Guidelines, which govern the Board of Directors’ structure and proceedings and contain its position on many governance issues. These Guidelines are available in the investors section of our website at www.sabre.com .

Board Leadership Structure

 

Our Corporate Governance Guidelines provide that our Board of Directors has the right to exercise its discretion to either separate or combine the offices of the Chairman of the Board and the CEO. This decision is based upon the Board of Directors’ determination of what is in the best interests of Sabre and its stockholders, in light of the circumstances and taking into consideration succession planning, skills and experience of the individuals filling those positions and other relevant factors.

Mr. Kellner was appointed as non-executive Chairman of the Board in August 2013, and Mr. Klein has served as President and CEO since August 2013. The current leadership structure is based on the leadership provided by a non-executive Chairman of the Board (currently Mr. Kellner) and a full-time CEO (currently Mr. Klein), with both positions being subject to oversight and review by Sabre’s Board of Directors. The Board of Directors recognizes that, if circumstances change in the future, other leadership structures might also be appropriate, and it has the discretion to revisit this determination of Sabre’s leadership structure.

The principal duty of the Chairman is to lead and oversee the Board of Directors, and the Chairman presides at all meetings of the Board of Directors and the stockholders. The Chairman, in consultation with the CEO (and any other executive officers as needed), also establishes an agenda for each meeting of the Board of Directors.

Principal Stockholders

 

“TPG” refers to TPG Global, LLC and its affiliates, the “TPG Funds” refer to one or more of TPG Partners IV, L.P. (“TPG Partners IV”), TPG Partners V, L.P. (“TPG Partners V”), TPG FOF V-A, L.P. (“TPG FOF V-A”) and TPG FOF V-B, L.P. (“TPG FOF V-B”), “Silver Lake” refers to Silver Lake Management Company, L.L.C. and its affiliates and “Silver Lake Funds” refer to either or both of Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.P. “Sovereign Co-Invest II” refers to Sovereign Co-Invest II, LLC, an entity co-managed by TPG and Silver Lake. “Principal Stockholders” refer to the TPG Funds, the Silver Lake Funds and Sovereign Co-Invest II.

The Principal Stockholders own approximately 25.2% of our common stock as of March 20, 2016. See “Security Ownership of Certain Beneficial Owners and Management.” The TPG Funds, the Silver Lake Funds and the Sovereign Co-Invest II own approximately 14.3%, 8.6% and 2.3%, respectively, of our common stock as of March 20, 2016.

Stockholders’ Agreement

 

We are a party to a second amended and restated Stockholders’ Agreement with the Silver Lake Funds, the TPG Funds and Sovereign Co-Invest II. The Stockholders’ Agreement provides that the Silver Lake Funds

 

  LOGO   Sabre Corporation     2016 Proxy Statement                7


Table of Contents
  CORPORATE GOVERNANCE          

 

and the TPG Funds have certain nomination rights to designate candidates for nomination to our Board of Directors and, subject to any restrictions under applicable law or NASDAQ rules, the ability to appoint members to each Board committee.

As set forth in the Stockholders’ Agreement, for so long as the Silver Lake Funds collectively own at least 22 million shares of our common stock as of the date that is 120 days before the date of the annual or special meeting of stockholders, as applicable, they are entitled to designate for nomination two of the seats on our Board of Directors. Thereafter, the Silver Lake Funds will be entitled to designate for nomination one director so long as they own at least 7 million shares of our common stock. Further, for so long as the TPG Funds collectively own at least 44 million shares of our common stock as of the date that is 120 days before the date of the annual or special meeting of stockholders, as applicable, they are entitled to designate for nomination three of the seats on our Board of Directors. When the TPG Funds collectively own less than 44 million shares of our common stock, but at least 22 million shares of our common stock, the TPG Funds will be entitled to designate for nomination two directors. Thereafter, the TPG Funds will be entitled to designate for nomination one director so long as they own at least 7 million shares of our common stock.

In addition, the Silver Lake Funds and the TPG Funds also jointly have the right to designate for nomination one additional director (the “Joint Designee”), who must qualify as independent under NASDAQ rules and must meet the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), so long as the Silver Lake Funds and the TPG Funds collectively own, as of the date that is 120 days before the date of the annual or special meeting of stockholders, as applicable, at least 10% of their collective shares of our common stock held by them at the closing of our initial public offering (the “Closing Date Shares”). However, if the Silver Lake Funds and the TPG Funds collectively own at least 10% of their collective Closing Date Shares and either individually owns less than 5% of its individual Closing Date Shares, then the Joint Designee shall be designated for nomination solely by the entity that owns more than 5% of its individual Closing Date Shares.

We are required, to the extent permitted by applicable law, to take all necessary action (as defined in the Stockholders’ Agreement) to cause the Board of Directors and the Governance and Nominating Committee to include the persons designated by the Silver Lake Funds or the TPG Funds, as applicable, in the slate of director nominees recommended by the Board of Directors for election by the stockholders and solicit proxies and consents in favor of such director nominees. Subject to the terms of the Stockholders’ Agreement, each Principal Stockholder agrees to vote its shares in favor of the election of the director nominees designated by the Silver Lake Funds and the TPG Funds.

In accordance with the Stockholders’ Agreement, the TPG Funds have appointed Mr. Bravante, Mr. Kusin and Mr. Peterson to our Board of Directors, the Silver Lake Funds have appointed Mr. Mondre and Mr. Osnoss to our Board of Directors, and Ms. James is the Joint Designee.

In addition, the Stockholders’ Agreement contains agreements among the parties, including with respect to transfer restrictions, tag-along rights, drag-along rights and rights of first refusal.

In the case of a vacancy on our Board of Directors created by the removal or resignation of a director designated by the Silver Lake Funds or the TPG Funds, as applicable, the Stockholders’ Agreement will require us to nominate an individual designated by that entity for election to fill the vacancy.

 

8                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          CORPORATE GOVERNANCE  

 

Board Composition and Director Independence

 

Our Board of Directors is currently comprised of nine directors, and will be comprised of ten directors if Mr. Rowe is elected. Our Certificate of Incorporation provides that the number of directors on our Board of Directors shall be not less than five directors nor more than eleven directors, as determined by the affirmative vote of the majority of the Board of Directors then in office. At any meeting of the Board of Directors, the attendance of a majority of the total number of authorized directors and, if the Silver Lake Funds or the TPG Funds, as applicable, then-currently has designated, solely and not jointly, for nomination pursuant to the Stockholders’ Agreement at least one director who is serving on the Board of Directors, one director designated by the Silver Lake Funds or the TPG Funds, as applicable, will constitute a quorum; provided that the Silver Lake Funds or the TPG Funds, as applicable, may, in its sole discretion, agree to waive the requirement that at least one director designated for nomination by such entity must be present to constitute a quorum.

Our Board of Directors has determined that George Bravante, Jr., Renée James, Lawrence Kellner, Gary Kusin, Greg Mondre, Judy Odom, Joseph Osnoss, Karl Peterson and Zane Rowe are independent as defined under the corporate governance rules of NASDAQ. In making these determinations, the Board of Directors considered the applicable legal standards and any relevant transactions, relationships or arrangements, including (i) the fees paid to TPG and Silver Lake under the management services agreement (the “MSA”), which was terminated at the completion of our initial public offering, and (ii) that we do business with other companies affiliated with the Principal Stockholders. See “Certain Relationships and Related Party Transactions.”

Director Nominee Criteria and Process

 

The Board of Directors is responsible for approving candidates for membership to the Board of Directors. The Board of Directors has delegated the screening and recruitment process to the Governance and Nominating Committee, in consultation with our Chairman of the Board and with our President and CEO. The Governance and Nominating Committee believes that the criteria for director nominees should support Sabre’s strategies and business, ensure effective governance, account for individual director attributes and the overall mix of those attributes and support the successful recruitment of qualified candidates for the Board of Directors.

Qualified candidates for director are those who, in the judgment of the Governance and Nominating Committee, possess all of the general attributes and a sufficient mix of the specific attributes listed below to ensure effective service on the Board of Directors.

 

General Attributes    Specific Attributes

Leadership skills

  

Leadership experience

Ethical character

  

Industry knowledge

Active participator

  

Financial background

Relationship skills

  

Diversity

Effectiveness

  

International experience

Independence

  

Marketing experience

Financial literacy

  

Other functional expertise

Reflection of Sabre Values

  

 

  LOGO   Sabre Corporation     2016 Proxy Statement                9


Table of Contents
  CORPORATE GOVERNANCE          

 

The Governance and Nominating Committee may receive recommendations for candidates for the Board of Directors from various sources, including our directors, management and stockholders. In addition, the Governance and Nominating Committee may periodically retain a search firm to assist it in identifying and recruiting director candidates meeting the criteria specified by the Governance and Nominating Committee.

The Governance and Nominating Committee recommends nominees to the Board of Directors to fill any vacancies. As provided in our Certificate of Incorporation, the Board of Directors elects a new director when a vacancy occurs between annual meetings of stockholders. The Governance and Nominating Committee also recommends to the Board of Directors any new appointments and nominees for election as directors at our annual meeting of stockholders, as well as assesses the contributions of directors selected for re-election in accordance with our Corporate Governance Guidelines.

Attributes of Current Directors

 

The Governance and Nominating Committee believes that each director possesses all of the general attributes described above and a sufficient mix of the specific attributes. See “Certain Information Regarding Nominees for Director” for additional information regarding director qualifications.

Diversity of Directors

 

As noted above, the Governance and Nominating Committee believes that diversity of backgrounds and viewpoints is a key attribute for directors. As a result, the Governance and Nominating Committee considers specific attributes for director candidates, including whether the individual brings an appropriate level of diversity, which may be, among others, geographical, industry, function, gender, race or ethnicity. While the Governance and Nominating Committee considers this diversity when considering nominees for director, the Governance and Nominating Committee has not established a formal policy regarding diversity in identifying director nominees.

Stockholder Nominations for Directors

 

The Governance and Nominating Committee considers nominees recommended by stockholders as candidates for election to the Board of Directors. Under our Bylaws, a stockholder wishing to nominate a candidate for election to the Board of Directors at an annual meeting of stockholders is required to give timely notice in writing to Sabre’s Corporate Secretary, which notice must also fulfill the requirements of the Bylaws as described below. The stockholder must be a stockholder of record of Sabre at the time the notice is delivered to the Corporation and must be entitled to vote at the meeting. The notice must be received by Sabre’s Corporate Secretary at Sabre’s principal executive offices not earlier than the opening of business 120 days before, and not later than the close of business 90 days before, the first anniversary of the date of the preceding year’s annual meeting of stockholders. The notice of nomination is required to contain certain information, as set forth in our Bylaws, about both the nominee and the stockholder making the nomination, the nominee’s consent to being named in the proxy statement, and a description of certain agreements, arrangements or understandings in connection with the making of the nomination. The Bylaws provide that the notice must also contain information about certain stock holdings of the stockholder making the nomination, including derivative holdings, dividend rights that are separated from or separable from the underlying shares and certain performance-related fees, as well as information that

 

10                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          CORPORATE GOVERNANCE  

 

would be required to be disclosed in connection with a proxy solicitation (and whether a proxy solicitation will be conducted). We may require that the proposed nominee furnish other information to determine that person’s eligibility to serve as a director.

A nomination that does not comply with the requirements set forth in our Bylaws will not be considered for presentation at the annual meeting, but may be considered by the Governance and Nominating Committee for any vacancies arising on the Board of Directors between annual meetings in accordance with the process described in “Director Nominee Criteria and Process.”

Board Meetings and Annual Meeting Attendance

 

The Board of Directors met eight times in 2015. All of the directors attended in excess of 75 percent of the total number of meetings of the Board of Directors and the committees on which they served.

Our Corporate Governance Guidelines provide that directors are expected to attend all or substantially all Board meetings and meetings of the committees of the Board on which they serve, as well as our Annual Meeting of Stockholders. Our 2015 Annual Meeting was attended by all of our directors then in office.

Board Committees

 

The Board of Directors has established five standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Compensation Committee, the Governance and Nominating Committee, the Technology Committee and the Executive Committee.

The table below provides current membership for each committee.

 

Director    Audit    Compensation    Governance
and
Nominating
   Technology    Executive

George Bravante, Jr.

   Member            

Renée James

   Member          Member   

Lawrence W. Kellner

      Member    Chair       Chair

Tom Klein

            Member    Member

Gary Kusin

      Chair    Member      

Greg Mondre

      Member    Member       Member

Judy Odom

   Chair            

Joseph Osnoss

            Chair   

Karl Peterson

      Member    Member       Member

Mr. Rowe is expected to serve on the Technology Committee if elected.

Each of the committees operates under its own written charter adopted by the Board of Directors, each of which is available on the investors section of our website at www.sabre.com . In addition, ad hoc committees may be designated under the direction of our Board of Directors when necessary to address specific issues.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                11


Table of Contents
  CORPORATE GOVERNANCE          

 

Audit Committee

The Audit Committee assists the Board of Directors in the oversight of, among other things, the following items:

 

  the integrity of Sabre’s financial statements and internal control system,

 

  the performance of Sabre’s internal audit function,

 

  the annual independent audit of Sabre’s financial statements,

 

  the engagement of the independent auditors and the evaluation of their qualifications, independence and performance,

 

  legal and regulatory compliance, and

 

  the evaluation of enterprise risk issues.

The members of the Audit Committee are Judy Odom (Chairman), George Bravante, Jr. and Renée James, each of whom is “independent,” as defined under NASDAQ rules and Rule 10A-3 of the Exchange Act. Our Board of Directors has determined that each director appointed to the Audit Committee is financially literate, and the Board of Directors has determined that each director appointed to the Audit Committee meets the criteria of the rules and regulations set forth by the Securities and Exchange Commission (the “SEC”) for an “audit committee financial expert.”

The Audit Committee met nine times in 2015.

Compensation Committee

The Compensation Committee assists the Board of Directors in the oversight of, among other things, the following items:

 

  the operation of our executive compensation program,

 

  the review and approval of the corporate goals and objectives relevant to the compensation of our CEO, the evaluation of his or her performance in light of those goals and objectives, and the determination and approval of his or her compensation based on that evaluation,

 

  the establishment and annual review of any stock ownership guidelines applicable to our and management and the non-employee members of the Board of Directors,

 

  the determination and approval of the compensation level (including base and incentive compensation) and direct and indirect benefits of our executive officers, and

 

  any recommendation to the Board of Directors regarding the establishment and terms of incentive-compensation and equity-based plans, and the administration of these plans.

The members of the Compensation Committee are Gary Kusin (Chairman), Lawrence Kellner, Greg Mondre and Karl Peterson, each of whom is “independent,” as defined under NASDAQ rules. The Compensation Committee met four times in 2015.

Independent Committee Consultant

The Compensation Committee’s charter provides that the Compensation Committee has the authority to retain advisors, including compensation consultants, to assist the Compensation Committee in its work.

 

12                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          CORPORATE GOVERNANCE  

 

The Compensation Committee believes that a compensation consultant can provide important market information and perspectives that can help the Compensation Committee determine compensation programs that best meet the objectives of our compensation philosophy and policies. Pursuant to its charter, prior to selecting a compensation consultant the Compensation Committee considers factors relevant to the independence of the individual advisors, as well as the independence of the advisor’s organization.

The Compensation Committee has engaged Compensia, Inc., a national compensation consulting firm, to assist it with compensation matters. Compensia has no other business relationship with Sabre and receives no payments from us other than fees for services to the Compensation Committee. Compensia reports directly to the Compensation Committee, and the Compensation Committee may replace Compensia or hire additional consultants at any time. A representative of Compensia attends Compensation Committee meetings and communicates with the Chairman of the Compensation Committee between meetings from time to time.

The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of NASDAQ, and has concluded that no conflict of interest exists with respect to the work that Compensia performs for the Compensation Committee.

Compensation Policies and Practices Risk Assessment

At the request of the Compensation Committee, Compensia has assessed the risk profile of Sabre’s compensation programs. Based on this review, management and the Compensation Committee have concluded that Sabre’s compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse impact on Sabre.

Governance and Nominating Committee

The Governance and Nominating Committee assists the Board of Directors in the oversight of, among other things, the following items:

 

  the review of the performance of our Board of Directors and any recommendations to the Board of Directors regarding the selection of candidates, qualification and competency requirements for service on the Board of Directors and the suitability of proposed nominees as directors,

 

  corporate governance principles applicable to officers, directors and employees of Sabre, and

 

  the review of management’s short-and long-term leadership development and succession plans and processes.

The members of the Governance and Nominating Committee are Lawrence Kellner (Chairman), Gary Kusin, Greg Mondre and Karl Peterson, each of whom is “independent,” as defined under NASDAQ rules. The Governance and Nominating Committee met four times in 2015.

Technology Committee

The Technology Committee assists the Board of Directors in the oversight of, among other things, the following items:

 

  the appraisal of major technology-related projects and recommendations to our Board of Directors regarding our technology strategies,

 

  LOGO   Sabre Corporation     2016 Proxy Statement                13


Table of Contents
  CORPORATE GOVERNANCE          

 

 

  the review of the quality and effectiveness of Sabre’s data security, data privacy and disaster recovery capabilities, and

 

  the provision of advice to our senior technology management team with respect to existing trends in information technology and new technologies, applications and systems.

The members of the Technology Committee are Joseph Osnoss (Chairman), Renée James and Tom Klein. Mr. Rowe is expected to serve on the Technology Committee if elected. The Technology Committee met four times in 2015.

Executive Committee

The Executive Committee’s principal function is to exercise, when necessary between meetings of the Board of Directors, certain of the Board of Directors’ powers and authority in the management of our business and affairs and to act on behalf of the Board of Directors.

The members of the Executive Committee are Lawrence Kellner (Chairman), Tom Klein, Greg Mondre and Karl Peterson.  The Executive Committee met ten times in 2015.

Compensation Committee Interlocks and Insider Participation

 

None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Other Corporate Governance Practices and Policies

 

Communicating with Directors

Stockholders and other interested parties may communicate with our Board of Directors by writing to the Board of Directors, c/o Corporate Secretary, Sabre Corporation, 3150 Sabre Drive, Southlake, Texas 76092. You may also find information on communicating with the Board of Directors at the investors section of our website at www.sabre.com .

Business Ethics Policy and Code of Ethics

We have adopted a Business Ethics Policy, which is the code of conduct applicable to all of our directors, officers and employees.

We have also adopted a Code of Ethics applicable to our CEO and senior financial officers (the “Senior Officers’ Code”), which sets forth the principles and responsibilities specifically applicable to those officers. The Senior Officers’ Code is designed to be read and applied in conjunction with our Business Ethics Policy.

Both the Senior Officers’ Code and the Business Ethics Policy are available in the investors section of our website at www.sabre.com . Any change or amendment to the Senior Officers’ Code, and any waivers of the Senior Officers’ Code or the Business Ethics Policy for our directors, CEO or senior financial officers, will be available on our website at the above location. As the date of this proxy statement, no such waivers had been posted at this location.

 

14                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          CORPORATE GOVERNANCE  

 

Board and Management Roles in Risk Oversight

Our Board of Directors has the primary responsibility for risk oversight of Sabre as a whole. The Audit Committee is responsible for overseeing risks associated with financial and accounting matters, including compliance with legal and regulatory requirements and internal control over financial reporting. In addition, the Audit Committee has oversight responsibility relating to the evaluation of enterprise risk issues, as well as for reviewing Sabre’s procedures and any related policies with respect to risk management.

The Board of Directors has also charged the Compensation Committee with evaluating Sabre’s compensation program, taking into account Sabre’s business strategy and risks to Sabre and its business implied by the compensation program. See “Compensation Discussion and Analysis—Compensation-Setting Process—Compensation-Related Risk Assessment.” The Governance and Nominating Committee oversees risks associated with corporate governance, including Board leadership structure, succession planning and other matters. The Technology Committee, in coordination with the Audit Committee, is responsible for monitoring the quality and effectiveness of Sabre’s technology security, and for periodically reviewing, appraising and discussing with management the quality and effectiveness of Sabre’s information technology security, data privacy and disaster recovery capabilities.

The Board of Directors’ role in risk oversight has had no significant effect on its leadership structure. In addition, we believe that the current leadership structure of the Board of Directors is designed to support effective oversight of our risk management processes described above by providing independent leadership at the Board committee level, with ultimate oversight by the full Board of Directors as led by both the Chairman of the Board and the President and CEO.

Whistleblower Procedures

The Audit Committee has established procedures for receiving, recording and addressing any complaints we receive regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission, by our employees or others, of any concerns about our accounting or auditing practices. We also maintain a toll-free Code of Conduct telephone line and a website, each allowing our employees and others to voice their concerns anonymously.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                15


Table of Contents
  PROPOSAL 1: ELECTION OF DIRECTORS          

 

PROPOSAL 1: ELECTION OF DIRECTORS

General Information

 

Our business and affairs are managed under the direction of our Board of Directors. Our Certificate of Incorporation provides that our Board of Directors shall consist of at least five directors but no more than eleven directors. The Board of Directors, upon the recommendation of the Governance and Nominating Committee, has recommended Zane Rowe for election to the Board of Directors.

The Board of Directors is divided into three classes, as required by our Certificate of Incorporation. Directors of one class are elected each year for a term of three years. As of the date of this proxy statement, the Board of Directors consists of nine members, and will be comprised of ten directors if Mr. Rowe is elected. Three of the current directors have terms that expire at this year’s Annual Meeting (Class of 2016), three have terms that expire at the 2017 Annual Meeting (Class of 2017) and three have terms that expire at the 2018 Annual Meeting (Class of 2018). Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the directors then in office.

The four nominees for director set forth on the following pages are proposed to be elected at this year’s Annual Meeting to serve for a term to expire at the 2019 Annual Meeting of Stockholders (Class of 2019) and until their successors are elected and have qualified. Should any nominee become unable to serve, proxies may be voted for another person designated by management. All nominees have advised us that they will serve if elected. The remaining six directors will continue to serve as directors for the terms set forth on the following pages.

Certain Information Regarding Nominees for Director

 

The names of the nominees for the Class of 2016 and of the other directors continuing in office, their ages as of February 29, 2016, the year they first became directors, their principal occupations during at least the past five years, other public company directorships held by them as of February 29, 2016, public company boards they have served on since January 1, 2011, information regarding director qualifications and certain other biographical information are set forth below by Class, in the order of the next Class to stand for election. All of the nominees for the Class of 2016, with the exception of Mr. Rowe, are current directors standing for reelection.

 

16                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 1: ELECTION OF DIRECTORS  

 

Nominees for Election to the Board of Directors

 

For a Three-Year Term Expiring at the 2019 Annual Meeting of Stockholders (Class of 2016)

 

 

GEORGE BRAVANTE, JR.

 

  

Sabre committee membership:

Audit Committee

 

Professional experience:

Mr. Bravante is the co-founder and the managing member of the general partner of Bravante-Curci Investors, LP, an investment firm focusing on real estate investments in California. He has held this position since 1996. Since 2005, he has also been the owner of Bravante Produce, a grower, packer and shipper of premium California table grapes and citrus. Previously, he served as chairman of the board of ExpressJet Holdings, Inc. from 2005 to 2010 and was a member of its board from 2004 to 2010. From 1994 to 1996, Mr. Bravante was President and Chief Operating Officer of Colony Advisors, Inc., a real estate asset management company, and prior to that he was President and Chief Operating Officer of America Real Estate Group, Inc., where he led strategic management, restructuring and disposition of assets. He serves as a director of KBS Growth & Income REIT, Inc., a real estate investment trust.

 

Director qualifications:

We believe that Mr. Bravante should serve on the Board of Directors because of his travel industry experience, as well as his investment experience and financial and strategic business knowledge.

 

Public company boards served on since 2011:

KBS Growth & Income REIT, Inc. (2016 to present)

 

 

LOGO

 

  

 

Age: 57

Director since : December 2014

 

  

 

Co-founder of Bravante-Curci Investors, LP and Owner of Bravante Produce

 

  
  

 

 

TOM KLEIN

 

  

Sabre committee membership:

Executive Committee and Technology Committee

 

Professional experience:

Mr. Klein is president and CEO of Sabre and has more than 17 years of experience managing large scale, international technology businesses. Before being named CEO in August 2013, Mr. Klein served as company president since January 2010. His role prior to that was executive vice president, Sabre, and group president of Sabre Travel Network and Sabre Airline Solutions businesses. Earlier roles included various senior leadership positions within Sabre, both in the United States and in Latin America, and he served as the first director general of Sabre Sociedad Tecnológica, a Mexico-based joint venture company owned by Sabre, Aeromexico and Mexicana. Prior to joining Sabre in 1994, he held a variety of sales, marketing and operations positions at American Airlines and Consolidated Freightways, Inc. Mr. Klein serves on the Board of Directors and chairs the compensation committee for Cedar Fair, L.P. In 2010, he was appointed to the Board of Directors for Brand USA by the U.S. Secretary of Commerce and now serves as Vice Chairman. He also serves on the executive committee of the World Travel and Tourism Council and on the Villanova University Board of Trustees.

 

Director qualifications:

Mr. Klein’s long service at our company, travel technology industry experience and his leadership experience make him a valuable asset to our management and our Board of Directors.

 

Public company boards served on since 2011:

Cedar Fair, L.P. (2012 to present)

 

 

LOGO

 

  

 

Age : 53

Director since : August 2013

 

  

 

President and CEO, Sabre Corporation

 

  
  
  
  
  

 

  LOGO   Sabre Corporation     2016 Proxy Statement                17


Table of Contents
  PROPOSAL 1: ELECTION OF DIRECTORS          

 

 

JOSEPH OSNOSS

 

  

Sabre committee membership:

Technology Committee (chair)

 

Professional experience:

Mr. Osnoss is a Managing Director of Silver Lake, which he joined in 2002. From 2010 to 2014, before returning to the U.S., Mr. Osnoss was based in Silver Lake’s London office, where he helped oversee the firm’s activities in Europe, the Middle East, and Africa. Mr. Osnoss is currently on the boards of Cast & Crew Entertainment Services, Global Blue and Virtu Financial. He previously served on the boards of Instinet Incorporated, Interactive Data Corporation, and Mercury Payment Systems. Prior to joining Silver Lake, Mr. Osnoss worked in investment banking at Goldman, Sachs & Co., where he focused on mergers and financings in the technology and telecommunications industries. He previously held positions at Coopers & Lybrand Consulting in France and at Bracebridge Capital, a fixed income arbitrage hedge fund. Mr. Osnoss currently is a Visiting Professor at the London School of Economics, where he participates in teaching and research activities within the Department of Finance.

 

Director qualifications:

Mr. Osnoss’ extensive experience in private equity investing, including the technology sector, and serving on the boards of directors of other companies, both domestically and internationally, positions him to contribute meaningfully to our Board of Directors.

 

Public company boards served on since 2011:

Virtu Financial Inc. (2015 to present)

 

LOGO

 

  

 

Age: 38

Director since : March 2007

 

  

 

Managing Director, Silver Lake

 

  
  
  
  
  

 

 

ZANE ROWE

 

  

Professional experience:

Mr. Rowe has served as Chief Financial Officer of VMware, Inc. since March 2016. Before joining VMware, which is in the process of being indirectly acquired by and thus may be deemed to be an affiliate of Silver Lake, he served as Executive Vice President and Chief Financial Officer of EMC Corporation from October 2014 through February 2016. Prior to joining EMC, Mr. Rowe was Vice President of North American Sales of Apple Inc. from May 2012 to May 2014. He was Executive Vice President and Chief Financial Officer of United Continental Holdings, Inc., an airline holdings company, from October 2010 until April 2012 and was Executive Vice President and Chief Financial Officer of Continental Airlines from August 2008 to September 2010. Mr. Rowe serves on the Board of Trustees of Embry-Riddle Aeronautical University.

 

Director qualifications:

Mr. Rowe’s extensive experience in the travel industry and the technology industry, as well as his financial expertise and experience in sales, operations and strategic roles, will provide key contributions to our Board of Directors.

 

LOGO

 

  

 

Age: 45

 

  

 

Chief Financial Officer, VMware, Inc.

  

The Board of Directors unanimously recommends a vote FOR the election of the four nominees from the Class of 2016 for director.

 

18                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 1: ELECTION OF DIRECTORS  

 

Members of the Board of Directors Continuing in Office

 

Term Expiring at the 2017 Annual Meeting of Stockholders (Class of 2017)

 

 

RENÉE JAMES

 

  

Sabre committee membership:

Audit Committee and Technology Committee

 

Professional experience:

Ms. James is a seasoned technology executive with broad, international experience managing large scale, complex global operations. Ms. James is currently an Operating Executive with The Carlyle Group, in their Media and Technology practice. Ms. James recently concluded a lengthy career with Intel Corporation where she was the President of the company and a member of the Executive Office with the CEO and Chairman. In her twenty-eight-year career at Intel she held a variety of positions spanning R&D leadership in both software and hardware and the establishment of global R&D network and global manufacturing leadership. Ms. James was the EVP and General Manager of Intel’s software and services global P&L for a decade. She led large scale M&A and the structuring and serving as chairman of Intel’s software subsidiaries. In her tenure, Ms. James spearheaded the company’s strategic expansion into providing proprietary and open source software, cyber security and cloud-based computing. As President, she added global, corporate operations including Corporate Strategy, HR, Finance, Manufacturing and other operating units to her experiences. Early in her career, Ms. James served as chief of staff for her mentor, former Intel CEO, Andy Grove. Ms. James currently serves as the Vice Chair of the National Security Telecommunications Advisory Committee to the President of the United States. Ms. James serves as a non-executive director on the board of Vodafone Group Plc, a multinational telecommunications company and is a member of the Remuneration Committee. She also serves on the board of Oracle Corporation, a cloud applications and platform services company and is a member of the Compensation Committee. Ms. James serves on the board of Citigroup, Inc., a global bank, and is a member of the Technology, AML and Risk Committees. She also served seven years as independent director on the VMware Inc. Board of Directors and was a member of the Audit Committee. She is also a member of the C200.

 

Director qualifications:

We believe that Ms. James’ deep enterprise software and industry insights, as well as her extensive strategy and operating experience in the technology industry, serve an important role for our Board of Directors.

 

Public company boards served on since 2011:

Vodafone, PLC (2011 to present), Oracle Corporation (2015 to present), Citigroup, Inc. (2016 to present), and VMware, Inc. (2007 to 2013)

 

LOGO

 

  

 

Age: 52

Director since: August 2015

 

  

 

Former President, Intel Corporation

 

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

 

  LOGO   Sabre Corporation     2016 Proxy Statement                19


Table of Contents
  PROPOSAL 1: ELECTION OF DIRECTORS          

 

 

 

GARY KUSIN

 

  

Sabre committee membership:

Compensation Committee (chair) and Governance and Nominating Committee

 

Professional experience:

Mr. Kusin is an independent consultant focused on assisting companies on strategic and operational matters. Among other engagements, Mr. Kusin acts as a TPG senior advisor, pursuant to which he provides his expertise to selected TPG portfolio companies as well as to selected TPG potential investment opportunities. Mr. Kusin previously served as president and CEO of FedEx Kinko’s, today operating as FedEx Office, from 2001 to 2006. Prior to joining Kinko’s in 2001, Mr. Kusin served as CEO of HQ Global Workplaces (now part of Regus), which provides offices, meeting rooms and network access at locations around the world. In 1995 he co-founded Laura Mercier Cosmetics, which sold to Neiman Marcus in 1998. He also co-founded Babbage’s Inc. (now GameStop), a leading consumer software specialty chain, in 1983 and served as its president. Earlier in his career, he was vice president and general merchandise manager for the Sanger-Harris division of the Federated Department Store (now Macy’s). An Inc. magazine “Entrepreneur of the Year,” Mr. Kusin serves on the board of directors of Petco, Fleetpride, American Tire Distributor, and Savers.

 

Director qualifications:

We believe that Mr. Kusin should serve on our Board of Directors because of his substantial expertise in executive management and corporate governance as a result of his extensive experience as an investor, director and an executive officer of major corporations.

 

Public company boards served on since 2011:

Fossil, Inc. (2011 to 2012)

 

LOGO

 

  

 

Age: 64

Director since: March 2007

 

  

 

Independent Consultant

 

  
  
  
  
  
  
  

 

 

GREG MONDRE

 

  

Sabre committee membership:

Compensation Committee, Executive Committee and Governance and Nominating Committee

 

Professional experience:

Mr. Mondre is a Managing Partner and Managing Director with Silver Lake. Mr. Mondre joined the firm in 1999 and has significant experience in private equity investing and expertise in sectors of the technology and technology-enabled industries. Prior to joining Silver Lake, Mr. Mondre was a principal at TPG, where he focused on private equity investments across a wide range of industries, with a particular focus on technology. Earlier in his career, Mr. Mondre worked as an investment banker in the Communications, Media and Entertainment Group of Goldman, Sachs & Co. He currently serves as a director of Avaya, Inc., Fanatics, Go Daddy, Inc., Motorola Solutions, Inc., Red Ventures, and Vantage Data Centers.

 

Director qualifications:

Because Mr. Mondre has over seventeen years of private equity investing and banking experience focused on technology companies and tech-enabled businesses, we believe that he brings to our Board of Directors specialized knowledge and experience in portfolio management, analyzing potential acquisitions, raising equity, and setting corporate strategy.

 

Public company boards served on since 2011:

GoDaddy, Inc. (2014 to present) and Motorola Solutions, Inc. (2015 to present)

 

LOGO

 

  

 

Age: 41

Director since: March 2007

 

  

 

Managing Partner and Managing Director, Silver Lake

 

  
  
  
  

 

20                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 1: ELECTION OF DIRECTORS  

 

Members of the Board of Directors Continuing in Office

 

Term Expiring at the 2018 Annual Meeting of Stockholders (Class of 2018)

 

 

LAWRENCE W. KELLNER

 

  

Sabre committee membership:

Compensation Committee, Executive Committee (chair) and Governance and Nominating Committee (chair)

 

Professional experience:

Mr. Kellner has served as President of Emerald Creek Group, LLC, a private equity firm, since 2010. He served as Chairman and Chief Executive Officer of Continental Airlines, Inc., an international airline company, from December 2004 through December 2009. He served as President and Chief Operating Officer of Continental Airlines from March 2003 to December 2004, as President from May 2001 to March 2003 and was a member of Continental Airlines’ board of directors from May 2001 to December 2009. Mr. Kellner serves on the board of directors of The Boeing Company, Chubb Limited and Marriott International, Inc.

 

Director qualifications:

We believe that Mr. Kellner is a valuable asset and well qualified to sit on our Board of Directors as a result of his significant travel industry experience, significant corporate governance experience and financial expertise.

 

Public company boards served on since 2011:

The Boeing Company (2011 to present), Chubb Limited (2016 to present), Marriott International, Inc. (2002 to present) and The Chubb Corporation (predecessor company to Chubb Limited) (2011 to 2016)

 

LOGO

 

  

 

Age: 57

Director since: August 2013

 

  

 

President, Emerald Creek Group, LLC

Non-Executive Chairman of the Board, Sabre Corporation

 

  
  

 

 

JUDY ODOM

 

  

Sabre committee membership:

Audit Committee (chair)

 

Professional experience:

From 1985 until her retirement in 2002, Ms. Odom held numerous positions, most recently chief executive officer and chairman of the board, at Software Spectrum, Inc., a global business to business software services company, which she co-founded in 1983. Prior to founding Software Spectrum, Ms. Odom was a partner with the international accounting firm, Grant Thornton. Ms. Odom currently serves on the board of directors of Harte-Hanks, Inc., a marketing services company, and Leggett & Platt, Inc., a diversified manufacturing company. She previously served on the board of Storage Technology Corporation, a provider of data storage hardware and software products and services, from November 2003 to August 2005.

 

Director qualifications:

We believe that Ms. Odom’s qualifications to serve on our Board of Directors include her board service with several companies allowing her to offer a broad leadership perspective on strategic and operating issues facing companies today. Ms. Odom’s experience co-founding Software Spectrum, growing it to a large public company before selling it to another public company and serving as board chair provides the insight and perspective of a successful entrepreneur and long-serving chief executive officer with international operating experience.

 

Public company boards served on since 2011:

Harte-Hanks, Inc. (2003 to present) and Leggett & Platt, Incorporated (2002 to present)

 

LOGO

 

  

 

Age: 63

Director since: March 2014

 

  

 

Retired Chief Executive Officer and Chairman of the Board, Software Spectrum, Inc.

 

  
  
  
  

 

  LOGO   Sabre Corporation     2016 Proxy Statement                21


Table of Contents
  PROPOSAL 1: ELECTION OF DIRECTORS          

 

 

 

KARL PETERSON

 

  

Sabre committee membership:

Compensation Committee, Executive Committee and Governance and Nominating Committee

 

Professional experience:

Mr. Peterson is a Senior Partner of TPG and Managing Partner of TPG Capital LLP, the firm’s European operations. Since joining TPG in 2004, Mr. Peterson has led investments for the firm in technology, media, financial services and travel sectors. Prior to 2004, he was a co-founder and the president and CEO of Hotwire.com, the internet travel portal. He led the business from its launch in 2000 through its sale to InterActiveCorp in 2003. Before Hotwire, Mr. Peterson was a principal at TPG in San Francisco, and from 1992 to 1995 he was a financial analyst at Goldman, Sachs & Co. Mr. Peterson is currently a director of Pace Holding Corp., Victoria Plumb, TES Global and Saxo Bank, as well as Caesars Acquisition Company.

 

Director qualifications:

We believe that as a result of his experience as a director of several travel and technology companies, as a former executive of an online travel company, and as a private equity investor, Mr. Peterson brings a keen strategic understanding of our industry and of the competitive landscape for our company.

 

Public company boards served on since 2011:

Pace Holdings Corp. (2015 to present), Caesars Acquisition Company (2013 to present), Norwegian Cruise Line Holdings Ltd. (2008 to 2016) and Caesars Entertainment Corporation (2008 to 2013)

 

LOGO

 

  

 

Age : 45

Director since : March 2007

 

  

 

Senior Partner of TPG and Managing Partner, TPG Capital LLP

 

  
  
  
  

 

22                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 1: ELECTION OF DIRECTORS  

 

Director Compensation Program

 

2015 Compensation

Our Board of Directors has adopted a formal compensation program for the non-employee members of our Board of Directors (other than our Chairman) who are also not employees of TPG or Silver Lake. For 2015, this compensation program consisted of the following elements:

 

Type of Compensation  

Dollar Value of

Compensation Element

Annual retainer

  $75,000, paid quarterly

Audit Committee chairman annual retainer

  additional $20,000, paid quarterly

Compensation Committee chairman annual retainer

  additional $10,000, paid quarterly

Governance and Nominating Committee chairman annual retainer

  additional $10,000, paid quarterly

Audit Committee member annual retainer

  additional $10,000, paid quarterly

In addition, the non-employee members of our Board of Directors who are also not employees of TPG or Silver Lake are also eligible to receive a one-time restricted stock unit award with a grant date value of $400,000 in connection with their appointment to the Board of Directors, which vests ratably on a quarterly basis over four years from the date of grant, and an annual restricted stock unit award on March 15 of each year with a grant date value of $150,000, which vests in full on the first anniversary of the date of grant.

Our current Chairman is compensated under a separate program. He receives an annual retainer of $250,000, payable quarterly in arrears and receives no additional fees for being a committee chairman or member, and he receives the annual restricted stock unit award with a grant date value of $150,000.

In November 2015, in consultation with the Compensation Committee’s independent consultant, Compensia, the Board of Directors approved a restricted stock unit award for 100,000 shares of our common stock to our current Chairman. This award was made in recognition of the atypical and valuable role that our Chairman plays. In particular, our Chairman uses his extensive and longstanding experience in our industry to provide not just oversight, but also regular valuable strategic guidance that the Board believes contributes materially to our success, particularly as we have transitioned from our status as a controlled company. Moreover, the time that he devotes to the performance of his responsibilities as a director exceeds what is customarily expected of a director. The 2015 special award reflects the Board’s judgment as to the value of such services as well as its desire to incentivize our Chairman’s continued similar efforts on behalf of Sabre. Towards that end, the restricted stock unit award vests pro rata, on a quarterly basis, over a three-year period and would become fully vested in the event of a qualifying termination of service following a change in control of Sabre. The shares of our common stock underlying this restricted stock unit award will be distributed within 90 days following the end of the calendar quarter in which his service as a director terminates.

Non-Employee Directors Compensation Deferral Plan

We maintain the Sabre Corporation Non-Employee Directors Compensation Deferral Plan, a non-qualified deferred compensation plan that allows non-employee directors to defer receipt of all or a portion of the shares of our common stock subject to their restricted stock unit awards. Each participating non-employee director has a notional account established to reflect the vesting of his or her restricted stock unit awards

 

  LOGO   Sabre Corporation     2016 Proxy Statement                23


Table of Contents
  PROPOSAL 1: ELECTION OF DIRECTORS          

 

and associated notional dividend equivalents. Non-employee directors are fully vested in their accounts. Deferrals are distributed in the form of Sabre common stock after the director terminates his or her service on the Board of Directors or in the event of a change in control of Sabre.

2015 Director Compensation Table

The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors during 2015. Other than as set forth in the table and described more fully below, in 2015 we did not pay any compensation to any person who served as a non-employee member of our Board of Directors who is affiliated with our Principal Stockholders or pay any fees to, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other non-employee members of our Board of Directors. Mr. Klein, who is our President and CEO, receives no compensation for his service as a director, and is not included in this table. The compensation received by Mr. Klein as an employee is presented in the “2015 Summary Compensation Table” below.

 

Director   Fees
Earned or
Paid in
Cash ($)
  Stock
Awards
($) (1)(2)
  All Other
Compensation
($)
  Total ($)

George Bravante, Jr.

    $ 88,003       $ 150,000               $ 238,003  

Renée James

    $ 34,878       $ 399,988               $ 434,866  

Lawrence W. Kellner

    $ 250,000       $ 2,975,000               $ 3,225,000  

Gary Kusin

    $ 90,924       $ 150,000               $ 240,924  

Greg Mondre

                               

Judy Odom

    $ 95,000       $ 150,000               $ 245,000  

Joseph Osnoss

                               

Karl Peterson

                               

 

(1) The amounts reported in the Stock Awards column represent the grant date fair value of the restricted stock unit award for shares of our common stock granted during 2015, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), disregarding the impact of estimated forfeitures. The assumptions used in calculating the grant date fair value of these stock-based awards are set forth in Note 12, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. The amounts reported in this column reflect the accounting cost for these stock-based awards, and do not correspond to the actual economic value that may be received by the non-employee members of our Board of Directors from their awards.

 

24                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

(2) The following table sets forth information on the restricted stock unit awards for shares of our common stock granted in 2015 and the aggregate number of shares of our common stock subject to outstanding stock and option awards held at December 31, 2015 by the non-employee members of our Board of Directors.

 

Director Name    Grant Date    Number of Shares
Subject to Stock
 or Option Award 
  Number of Shares
Underlying Stock
and Option Awards
Held as of
 December 31, 2015 

George Bravante, Jr.

      12/19/2014         19,950         14,963 (a)
      03/13/2015         6,772 (b)       6,772 (c)

Renée James

      08/03/2015         15,111         14,167 (d)

Lawrence W. Kellner

      08/30/2013         200,000         200,000 (e)
      08/30/2013         160,000         70,000 (f)
      03/13/2015         6,772 (b)       6,772 (c)
      11/13/2015         100,000         100,000 (g)

Gary Kusin

      04/17/2014         23,981         14,989 (h)
      03/13/2015         6,772         6,772 (c)

Greg Mondre

                       

Judy Odom

      04/17/2014         23,981         14,989 (h)
      03/13/2015         6,772 (b)       6,772 (c)

Joseph Osnoss

                       

Karl Peterson

                       

 

  (a) As of December 31, 2015, this restricted stock unit award for shares of our common stock was unvested as to 14,963 shares.

 

  (b) Per election made by the non-employee director under the Non-Employee Directors Compensation Deferral Plan, receipt of this restricted stock unit award for shares of our common stock was deferred until the end of the respective board member’s service.

 

  (c) As of December 31, 2015, this restricted stock unit award for shares of our common stock was unvested as to 6,772 shares.

 

  (d) As of December 31, 2015, this restricted stock unit award for shares of our common stock was unvested as to 14,167 shares.

 

  (e) As of December 31, 2015, this option to purchase shares of our common stock was exercisable as to 112,500 shares.

 

  (f) As of December 31, 2015, this restricted stock unit award for shares of our common stock was unvested as to 70,000 shares.

 

  (g) As of December 31, 2015, this restricted stock unit award for shares of our common stock was unvested as to 100,000 shares.

 

  (h) As of December 31, 2015, this restricted stock unit award for shares of our common stock was unvested as to 14,989 shares.

The non-employee members of our Board of Directors are reimbursed for their actual travel and other out-of-pocket expenses in connection with their service on our Board of Directors and Board committees.

2016 Compensation . In February 2016, the Compensation Committee, with the assistance of Compensia, reviewed the compensation program for non-employee members of our Board of Directors who are also not employees of TPG or Silver Lake. In its assessment, the Compensation Committee compared the design and the compensation elements of the program to that of our peer group. For information regarding our

 

  LOGO   Sabre Corporation     2016 Proxy Statement                25


Table of Contents
  PROPOSAL 1: ELECTION OF DIRECTORS          

 

peer group, see “Compensation Discussion and Analysis—Competitive Positioning” below. Based on this review, the Compensation Committee recommended to the Board, and the Board approved, changes to the program. Accordingly, beginning in 2016, the following elements of the program were changed:

 

  the Audit Committee chairman annual retainer was increased to $30,000, paid quarterly,

 

  the Compensation Committee chairman annual retainer was increased to $20,000, paid quarterly,

 

  the Governance and Nominating Committee chairman annual retainer was increased to $15,000, paid quarterly,

 

  the Audit Committee member annual retainer was increased to $15,000, paid quarterly,

 

  the Compensation Committee member annual retainer was set at $10,000, paid quarterly, and

 

  the Governance and Nominating Committee member annual retainer was set at $10,000, paid quarterly.

There was no change to the amount of the annual cash retainer, the initial restricted stock unit award or the annual restricted stock unit award, or the compensation program for our current Chairman.

 

26                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS  

 

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors has selected Ernst & Young LLP (“Ernst & Young”) as the independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2016, and is requesting ratification by the stockholders. If the stockholders do not approve the selection of Ernst & Young, the selection of other independent auditors for the fiscal year ending December 31, 2017 will be considered by the Audit Committee.

Representatives of Ernst & Young are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to respond to questions.

Principal Accounting Firm Fees

 

Our aggregate fees (excluding value added taxes) with respect to the fiscal years ended December 31, 2015 and 2014 to our principal accounting firm, Ernst & Young, were as follows (in thousands):

 

    2015   2014

Audit Fees (1)

    $ 5,854       $ 5,140  

Audit-Related Fees (2)

    $ 948       $ 341  

Tax Fees (3)

    $ 179       $ 130  

All Other Fees (4)

    $ 2       $ 2  

 

(1) Audit fees consist of fees for the audit of our consolidated financial statements, the review of the unaudited interim financial statements included in our quarterly reports on Form 10-Q and other professional services provided in connection with statutory and regulatory filings or which include services provided in connection with our filings with the SEC under the Securities Act of 1933.

 

(2) Audit-related fees consist primarily of service organization control examinations and other attestation services.

 

(3) Tax fees comprise fees for a variety of permissible services relating to international tax compliance, tax planning, and tax advice.

 

(4) All other fees were paid for an online technical accounting research tool.

Audit Committee Approval of Audit and Non-Audit Services

 

All audit and non-audit services provided by Ernst & Young to Sabre are pre-approved by the Audit Committee using the following procedures. At the first in-person meeting of the Audit Committee each year, the Audit Committee reviews a proposal, together with the related fees, to engage Ernst & Young for audit services. In addition, also at the first in-person meeting of the year, our Audit Committee reviews non-audit services to be provided by Ernst & Young during the year. At each subsequent in-person meeting, the Audit Committee reviews, if applicable, updated information regarding approved services and highlights any new audit and non-audit services to be provided by Ernst & Young. All new non-audit services to be provided are described in individual requests for services. The Audit Committee reviews the individual requests for non-audit services and approves the services if acceptable to the Audit Committee.

Predictable and recurring covered services and their related fee estimates or fee arrangements are considered for general pre-approval by the full Audit Committee on an annual basis at the first in-person

 

  LOGO   Sabre Corporation     2016 Proxy Statement                27


Table of Contents
  PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS          

 

meeting of the year, based on information that is sufficiently detailed to identify the scope of the services to be provided. General pre-approval of any covered services is effective for the applicable fiscal year. A covered service and its related fee estimate or fee arrangement that has not received general pre-approval must be pre-approved by the Audit Committee or the Chairman of the Audit Committee.

In considering whether to pre-approve a covered service, the Audit Committee considers the nature and scope of the proposed service in light of applicable law, as well as the principles and other guidance enunciated by the SEC and the Public Company Accounting Oversight Board (“PCAOB”) with respect to auditor independence, including that an auditor cannot (i) function in the role of management, (ii) audit his or her own work, or (iii) serve in an advocacy role for his or her client. The Audit Committee also considers whether the independent auditors are best positioned to provide the most effective and efficient service, for reasons such as its familiarity with Sabre’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance Sabre’s ability to manage or control risk, or improve audit quality. All these factors are considered as a whole, and no one factor is necessarily determinative. The Audit Committee is also mindful of the ratio of fees for audit to non-audit services in determining whether to grant pre-approval for any service, and considers whether the level of non-audit services, even if permissible under applicable law, is appropriate in light of the independence of the auditor.

To ensure prompt handling of unexpected matters, the Audit Committee has delegated to the Chairman of the Audit Committee the authority to pre-approve any individual covered services that are not the subject of general pre-approval and for which the aggregate estimated fees do not exceed $250,000. Actions taken are reported to the Audit Committee at its next Committee meeting. All services and fees in 2015 were pre-approved by the Audit Committee.

The Board of Directors unanimously recommends a vote FOR ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2016.

Audit Committee Report

 

The Audit Committee operates under a written charter adopted by the Board of Directors. In accordance with this charter, the Audit Committee assists the Board in fulfilling its oversight responsibility relating to the integrity of Sabre’s financial statements and internal control system. Management and the independent auditors are responsible for the planning and conduct of audits, as well as for any determination that Sabre’s financial statements are complete, accurate and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Audit Committee is responsible for the oversight of management and the independent auditors in connection with this process.

In addition, the Audit Committee is responsible for monitoring the independence of and the risk assessment procedures used by the independent auditors, selecting and retaining the independent auditors, and overseeing compliance with various laws and regulations.

In discharging its oversight responsibilities, the Audit Committee reviewed and discussed Sabre’s audited financial statements with management and Ernst & Young, Sabre’s independent auditors. The Audit Committee also discussed with Ernst & Young all communications required by the auditing standards of the PCAOB, including those required by PCAOB AS 1301, “Communications with Audit Committees.”

 

28                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS  

 

The Audit Committee received the written disclosures and letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence and has discussed Ernst & Young’s independence with them.

The Audit Committee has relied on management’s representation that the financial statements have been prepared in accordance with GAAP and on the opinion of Ernst & Young included in their report on Sabre’s financial statements.

Based on the above-mentioned review and discussions with management and the auditors, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Sabre’s Annual Report on Form 10-K for the year ended December 31, 2015, for filing with the SEC.

AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS

Judy Odom, Chair

George Bravante, Jr.

Renée James

 

  LOGO   Sabre Corporation     2016 Proxy Statement                29


Table of Contents
  PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN          

 

PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN

On March 1, 2016, our Board of Directors adopted the Sabre Corporation 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), subject to approval by our stockholders at the 2016 Annual Meeting.

We currently have the 2014 Omnibus Plan in place, and as of March 20, 2016, there are 6,304,196 shares of our common stock available for issuance under the 2014 Omnibus Plan. We are proposing the adoption of the 2016 Omnibus Plan to replace the 2014 Omnibus Plan, which will also increase the number of shares authorized for issuance pursuant to our equity-based compensation plans.

The 2016 Omnibus Plan is a critical part of Sabre’s overall compensation program and is intended to promote the interests of Sabre and its stockholders by providing Sabre’s employees and the non-employee members of our Board of Directors, who are largely responsible for the management, growth, and protection of Sabre’s business, with incentives and rewards to encourage them to continue in the service of Sabre. The 2016 Omnibus Plan is designed to meet these objectives by providing these employees and eligible non-employee directors with a proprietary interest in pursuing the long-term growth, profitability, and financial success of Sabre.

If the 2016 Omnibus Plan is approved by stockholders, it is designed to allow for the grant of awards under the 2016 Omnibus Plan that are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code (the “Code”). Section 162(m) of the Code generally places a $1 million annual limit on a public company’s federal income tax deduction for compensation paid to certain senior executives, other than compensation that satisfies the applicable requirements for the “qualified performance-based compensation” exemption. To qualify as “qualified performance-based compensation” under Section 162(m) of the Code, the compensation must (among other requirements) be subject to attainment of performance goals that have been disclosed to stockholders and approved by a majority stockholder vote. In addition to seeking stockholder approval of the 2016 Omnibus Plan to comply with NASDAQ rules requiring stockholder approval of equity compensation plans, we are asking our stockholders to approve the material terms of the performance goals under the 2016 Omnibus Plan so that we may grant awards under the 2016 Omnibus Plan that are intended to qualify as “qualified performance-based compensation” for purposes of Section 162(m), and thus are designed to be tax deductible. For purposes of Section 162(m), the material terms of the performance goals requiring stockholder approval include the following:

 

  the employees eligible to receive awards under the 2016 Omnibus Plan,

 

  the business criteria used as the basis for the performance goals, and

 

  the maximum amount of compensation payable to any employee in a given time period.

By approving the 2016 Omnibus Plan, stockholders will be approving, among other things, the eligibility requirements, performance goals and limits on various cash and stock awards that may be granted under the 2016 Omnibus Plan for purposes of Section 162(m).

 

30                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN  

 

Alignment of 2016 Omnibus Plan with Stockholders’ Interests

 

The 2016 Omnibus Plan is designed to reinforce the alignment of our equity compensation opportunities for officers, employees and non-employee directors, with stockholders’ interests and, as highlighted below, includes a number of provisions that we believe are consistent with good compensation practices.

 

  No Discounted Stock Options . Stock options may not be granted with an exercise price lower than the fair market value of the underlying shares on the date of grant.

 

  No Re-pricings/Cash Buyouts without Stockholder Approval . The 2016 Omnibus Plan prohibits, without stockholder approval, a stock option or a stock appreciation right from being repurchased for cash at a time when the exercise or strike price, as applicable, is equal to or less than the fair market value of the underlying shares. The 2016 Omnibus Plan also prohibits any option or stock appreciation right from being re-priced, replaced, re-granted through cancellation, or modified without stockholder approval if the effect would be to reduce the exercise or strike price, as applicable, for the shares underlying the option or stock appreciation right.

 

  No “Evergreen” Provision . There is no “evergreen” feature pursuant to which the shares available for issuance under the 2016 Omnibus Plan can be automatically replenished.

 

  No Transferability . Awards generally may not be transferred, except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, unless approved by the Compensation Committee.

 

  No Automatic Grants . The 2016 Omnibus Plan does not provide for “reload” or other automatic grants to participants.

 

  No Tax Gross-ups . The 2016 Omnibus Plan does not provide for any tax gross-ups.

 

  Compensation Recovery (“Clawback”) . The 2016 Omnibus Plan provides that Sabre is entitled, to the extent permitted or required by applicable law, Sabre policy, or the requirements of any national securities exchange on which Sabre’s shares are listed for trading, to claw back compensation paid by Sabre to a participant under the 2016 Omnibus Plan.

 

  No Single Trigger Vesting Upon a Change-in-Control.   The 2016 Omnibus Plan provides that all outstanding equity awards will become exercisable and/or vest in the event of a change in control of Sabre only if these awards are not assumed, continued, or substituted by the surviving corporation, or if the holder undergoes a qualifying termination of employment following a change in control of Sabre.

 

  No Liberal Share Recycling . Shares of our common stock used to pay the exercise price (whether through actual or constructive transfer) or tax withholding requirements related to any award granted under the 2016 Omnibus Plan may not be regranted, issued, or transferred under the 2016 Omnibus Plan.

 

  Minimum Vesting Period.   95% of the shares of our common stock issued pursuant to an equity award granted under the 2016 Omnibus Plan are subject to a minimum one-year vesting requirement.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                31


Table of Contents
  PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN          

 

Key Data

 

The following table includes information regarding outstanding equity awards, shares available for grants of future equity awards and total shares outstanding under the 2014 Omnibus Plan as of March 20, 2016 (and without giving effect to approval of this Proposal 3):

 

Total shares underlying outstanding options

      9,801,436  

Weighted average exercise price of outstanding options

    $ 12.95  

Weighted average remaining contractual life of outstanding options

      6.6 years  

Total shares underlying outstanding unvested restricted stock unit awards

      5,620,324  

Total shares currently available for grant

      6,304,196  

Total shares currently available for grant as full-value awards

      6,304,196  

Total shares outstanding

      15,421,760  

Based on our historical practice, the Board of Directors believes the shares available for grant under the 2016 Omnibus Plan will be sufficient to cover awards for at least the next three years. Since our initial public offering in April 2014, we granted equity awards (gross equity grants, which do not reflect the impact of cancellations) representing a total of approximately 4,766,677 shares in 2014 and approximately 2,824,579 shares in 2015, respectively. These awards reflect a two-year average utilization rate of 1.32%. We expect to grant equity awards representing a total of approximately 4,000,000 shares in 2016. Absent circumstances not currently accounted for in our projections, such as significant market value fluctuations or acquisitions, the Board of Directors expects to grant awards under the 2016 Omnibus Plan consistent with our 2016 share utilization rates.

Summary of Terms of the 2016 Omnibus Plan

 

The principal features of the 2016 Omnibus Plan are described below. This summary is qualified in its entirety by reference to the full text of the 2016 Omnibus Plan, a copy of which is attached as Appendix A to this proxy statement and incorporated in this proxy statement by reference. Please refer to Appendix A for more information.

Term

Awards under the 2016 Omnibus Plan may be granted for a term of ten years following the date that stockholders approve the 2016 Omnibus Plan at the 2016 Annual Meeting.

Administration

The 2016 Omnibus Plan is administered by our Board of Directors or the Compensation Committee of our Board of Directors or such other committee as designated by our Board of Directors (the “Committee”). Among the Committee’s powers under the 2016 Omnibus Plan is the power to determine those employees who will be granted awards and the amount, type and other terms and conditions of awards. Our Board of Directors may grant awards to the non-employee members of our Board of Directors. The Committee may also prescribe agreements evidencing or settling the terms of any awards, and any amendments thereto; grant awards alone or in addition to, in tandem with, or in substitution or exchange for, any other award, any award granted under the Prior Plans (as defined below) or that of any business entity we are acquiring, or any other right of the plan participant to receive payment from us.

“Prior Plans” means, with respect to the 2014 Omnibus Plan, the Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan (the “Sovereign 2012 MEIP”), the Sovereign Holdings, Inc. 2007

 

32                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN  

 

Management Equity Incentive Plan (as amended in 2010), and the Sovereign Holdings, Inc. Stock Incentive Plan (the “Sovereign MEIP”), and with respect to the 2016 Omnibus Plan, each of the foregoing plans plus the 2014 Omnibus Plan.

The Committee may delegate its powers and responsibilities under the 2016 Omnibus Plan, in writing, to a sub-committee of our Board of Directors, or delegate certain administration powers (not including the grant of awards) over the plan to one or more of our officers or employees.

The Committee has discretionary authority to interpret and construe any and all provisions of the 2016 Omnibus Plan and the terms of any award (or award agreement) granted thereunder and to adopt and amend such rules and regulations for the administration of the 2016 Omnibus Plan as it deems appropriate. Decisions of the Committee will be final, binding and conclusive on all parties.

On or after the date of grant of any award, the Committee may accelerate the date on which any award becomes vested, exercisable, or transferable, provided that 95% of the shares underlying any stock-settled award must have a vesting period of at least one year from the date of grant. The Committee may also extend the term of any such award (including the period following a termination of a participant’s employment during which any such award may remain outstanding); waive any conditions to the vesting, exercisability or transferability of any such award; grant other awards in addition to, in tandem with or in substitution or exchange for any award granted under the 2016 Omnibus Plan, any Prior Plan or any equity compensation plan of any business entity we are acquiring; or provide for the payment of dividends or dividend equivalents with respect to any such award.

The Committee does not have the authority and may not take any such action described in this section to the extent that the grant of such authority or the taking of such action would cause any tax to become due under Section 409A of the Code.

We will not reprice any stock option or stock appreciation right without the approval of our stockholders.

Shares Available for Issuance

 

  Available Shares . The aggregate number of shares of our common stock which may be issued under the 2016 Omnibus Plan may not exceed the sum of:

 

  (1) 10,000,000 shares,

 

  (2) the number of shares that remain available for issuance under the Prior Plans as of May 25, 2016, and

 

  (3) the number of shares subject to outstanding awards under the 2014 Omnibus Plan or any of the Prior Plans that may become available if the underlying awards expire, are forfeited, cancelled or terminated, are settled for cash, or otherwise become available in accordance with the terms of such plans.

 

  Incentive Stock Options . The number of shares that may be covered by incentive stock options under the 2016 Omnibus Plan may not exceed 10,000,000 shares in the aggregate.

 

  The shares to be delivered under the 2016 Omnibus Plan may be authorized and unissued shares or shares held in or acquired for our treasury, or both.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                33


Table of Contents
  PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN          

 

In general, if awards under the 2016 Omnibus Plan expire or are forfeited, cancelled or terminated without the issuance of shares, or are settled for cash in lieu of shares, or are exchanged for an award not involving shares, the shares covered by such awards will again become available for the grant of awards under the 2016 Omnibus Plan. However, if the exercise price or tax withholding requirements related to any award under the 2016 Omnibus Plan are satisfied through our withholding of shares otherwise then deliverable in respect of an award or through actual or constructive transfer to us of shares already owned, the number of shares equal to such withheld or transferred shares, as applicable, will no longer be available for issuance under the 2016 Omnibus Plan.

Shares covered by awards granted pursuant to the 2016 Omnibus Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger will not count as issued under the 2016 Omnibus Plan.

Individual Employee Share Limits Per Fiscal Year under the 2016 Omnibus Plan

 

  Options . 1,000,000 shares.

 

  Stock Appreciation Rights.  1,000,000 shares.

 

  Other Stock Based Awards.  1,000,000 shares.

Non-Employee Director Share Limits under the 2016 Omnibus Plan

 

  Initial Appointment to Board of Directors . The aggregate fair market value of shares that may be covered by awards granted under the 2016 Omnibus Plan to any non-employee director in connection with his or her initial appointment or election to the Board of Directors may not exceed $2,000,000.

 

  Annual Grant . The aggregate fair market value of shares that may be covered by awards granted under the 2016 Omnibus Plan to any non-employee director in any single fiscal year of the Company, other than the fiscal year of his or her initial appointment or election to the Board of Directors, may not exceed $1,000,000.

Individual Limits on Cash Incentive Awards

 

  Cash Incentive Awards (one-year performance period) . The amount payable in respect of a cash incentive award that is intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code and for which the performance period is not longer than one year may not exceed $5,000,000.

 

  Cash Incentive Awards (multi-year performance period).   The amount payable in respect of a cash incentive award that is intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code and for which the performance period is longer than one year may not exceed an amount equal to $5,000,000 multiplied by the number of calendar years in the performance period for such cash incentive award.

The Committee may not grant more than four cash incentive awards to any executive officer (within the meaning of Exchange Act Rule 3b-7) that either start or are scheduled to end in the same calendar year.

 

34                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN  

 

Eligibility for Participation

The individuals eligible to receive awards under the 2016 Omnibus Plan are our employees (including prospective employees who have been offered employment) and those of our subsidiaries, as selected by the Committee, and the non-employee members of our Board of Directors as selected by our Board of Directors.

As of March 20, 2016, approximately 9,321 individuals would be eligible to participate in the 2016 Omnibus Plan. During 2015, a total of approximately 164 individuals received awards under the 2014 Omnibus Plan and as of March 20, 2016, a total of approximately 2,274 individuals had received awards under the 2014 Omnibus Plan during 2016.

Cash Incentive Awards

The Committee may grant cash incentive awards. Cash incentive awards may be settled in cash or in other property, including shares of our common stock. Cash incentive awards may be designed to intend to qualify as “qualified performance-based compensation,” that satisfies the requirements of Section 162(m) of the Code for deductibility of remuneration paid.

Stock Options and Stock Appreciation Rights

The Committee may grant non-qualified stock options and incentive stock options to purchase shares of our common stock. The Committee will determine the number of shares of our common stock subject to each option, the vesting schedule (provided that no option may be exercisable after the expiration of ten years after the date of grant), the method and procedure to exercise vested options, restrictions on transfer of options and any shares acquired pursuant to the exercise of an option, and the other terms of each option. The exercise price per share of common stock covered by any option may not be less than 100% of the fair market value of a share of common stock on the date of grant.

Additionally, with respect to “incentive stock options” (within the meaning of Section 422 of the Code), the aggregate fair market value of shares with respect to incentive stock options that are exercisable for the first time by a participant during any calendar year under the 2016 Omnibus Plan or any of our other stock option plans may not exceed $100,000. To the extent the fair market value of such shares exceeds $100,000, the incentive stock options granted to such participant, to the extent and in the order required by regulations, automatically will be deemed to be non-qualified stock options, but all other terms and provisions of such option will remain unchanged. No incentive stock option may be granted to a 10% stockholder unless the exercise price of the option is at least 110% of the fair market value of a share of common stock at the time such incentive stock option is granted and such incentive stock option is not exercisable after the expiration of five years from the date such incentive stock option is granted.

Other Stock-Based Awards

The Committee may grant other stock, stock-based or stock-related awards in such amounts and subject to such terms and conditions as determined by the Committee. Each such other stock-based award may (i) involve the transfer of actual shares of our common stock to the participant, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of common stock, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units, or

 

  LOGO   Sabre Corporation     2016 Proxy Statement                35


Table of Contents
  PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN          

 

share-denominated performance units, (iv) be designed to comply with applicable laws of jurisdictions other than the United States, and (v) be designed to intend to qualify as “qualified performance-based compensation” under Section 162(m) of the Code; provided, that each award must be denominated in, or must have a value determined by reference to, a number of shares of our common stock that is specified at the time of the grant of such award.

Performance-Based Compensation, Performance Goals and Measures

The Committee may grant performance-based compensation to a participant payable upon the attainment of specific performance goals. For awards intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, the Committee will determine the performance measures, the level of actual achievement of performance goals and the amount payable with respect to such award in a manner that is consistent with Section 162(m) of the Code. The payment or vesting of any award intended to qualify as “qualified performance-based compensation” is based upon performance goals which are objective business criteria and otherwise meet the requirements of Section 162(m) of the Code, including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.”

The performance goals will relate to one or more of the following performance measures (whether or not in comparison to other peer companies) as determined by the Committee in its sole discretion, which may be determined pursuant to GAAP or on a non-GAAP basis, as determined by the Committee: adjusted net earnings, appreciation in and/or maintenance of the price of common stock (including, without limitation, comparisons with various stock market indices), attainment of strategic and operational initiatives, budget, cash flow (including, without limitation, free cash flow), cost of capital, cost reduction, earnings and earnings growth (including, without limitation, earnings per share, earnings before taxes, earnings before interest and taxes, and earnings before interest, taxes, depreciation and amortization), market share, market value added, net income, net sales, net revenue, operating profit and operating income, pretax income before allocation of corporate overhead and bonus, reductions in costs, return on assets and return on net assets, return on equity, return on invested capital, revenues, sales and sales growth, successful acquisition/divestiture, total stockholder return and improvement of stockholder return, gross margin, measures of liquidity or credit metrics, cash flow per share, improvements or attainments of expense levels, or improvements or attainment of working capital levels or debt reduction.

If the Committee determines that a change in our business, operations, corporate structure or capital structure, or the manner in which we conduct our business, or other events or circumstances, render previously established performance measures unsuitable, the Committee may in its discretion modify such performance measures or the related levels of achievement, in whole or in part, as the Committee deems appropriate and equitable, except where such action would result in the loss of qualification of the award as “qualified performance-based compensation” under Section 162(m) of the Code, provided however, that unless otherwise determined by the Committee, the evaluation of any performance measures or related levels of achievement shall exclude the negative impact and include the positive impact of certain items that may occur during any performance period, including, without limitation (i) asset write downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles and practices or other laws or provisions affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in FASB ASC 225-20 “Extraordinary and Unusual Items” and/or in management’s discussion and analysis of financial condition and results of operations appearing in our Annual Report on Form 10-K for the applicable year; (vi) acquisitions or divestitures; and (vii) foreign exchange gains and losses.

 

36                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN  

 

Performance goals may relate to individual performance, company performance or business unit performance.

In addition, any performance measure may be used to measure the performance of Sabre or a subsidiary as a whole or any business unit of Sabre or a subsidiary or any combination thereof, as the Committee may deem appropriate, or any of the above performance measures as compared to the performance of a group of comparator companies, or a published or special index that the Committee, in its sole discretion, deems appropriate.

The Committee may, in its discretion, reduce or eliminate the amount payable (in a non-uniform manner) to any participant with respect to an award that is intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, based on such factors as the Committee may deem relevant, but the Committee may not increase any such amount above the amount established in accordance with the relevant performance schedule.

In addition, although the 2016 Omnibus Plan permits the issuance of awards that may be structured to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, nothing in the 2016 Omnibus Plan or this proxy statement is intended to guarantee that we will always seek to ensure that awards granted under the 2016 Omnibus Plan do so qualify, and no guarantee can be given that the terms of the 2016 Omnibus Plan do, in fact, comply with the requirements for “qualified performance-based compensation” as they exist today or as they may change from time to time.

Stockholder Rights

No person will have any rights as a stockholder with respect to any shares of our common stock covered by or relating to any award granted pursuant to the 2016 Omnibus Plan until the date of the issuance of a stock certificate with respect to such shares.

Amendment and Termination

Notwithstanding any other provision of the 2016 Omnibus Plan, our Board of Directors may at any time suspend or discontinue the plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation, or rule of a national securities exchange requires stockholder approval for any such revision or amendment to be effective, such revision or amendment will not be effective without such approval.

Transferability

Awards granted under the 2016 Omnibus Plan are generally nontransferable (other than by will or the laws of descent and distribution), except that the Committee may provide for the transferability of non-qualified stock options subject to conditions and limitations as determined by the Committee.

Change in Control

Except as otherwise set forth in a participant’s award agreement, in the event (i) a participant has a qualifying termination of employment following a change in control of Sabre or (ii) of a change in control of Sabre in which outstanding awards are not assumed, continued, or substituted by the surviving corporation:

 

  All deferral of settlement, forfeiture conditions and other restrictions applicable to awards granted under the 2016 Omnibus Plan will lapse and such awards will be deemed fully vested as of the time of the change in control transaction without regard to deferral and vesting conditions, and

 

  LOGO   Sabre Corporation     2016 Proxy Statement                37


Table of Contents
  PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN          

 

 

  Any award carrying a right to exercise that was not previously exercisable and vested will become fully exercisable and vested as of the time of the change in control of Sabre.

For purposes of this provision, a “qualifying termination of employment” means with respect to a participant, (i) a termination of such participant’s employment by Sabre (or any of its then-affiliated entities) without cause or by the participant for good reason, or (ii) a termination of such participant’s employment in the event of the participant’s death or disability, in each case, following a change in control of Sabre.

New Plan Benefits

 

All awards made under the 2016 Omnibus Plan are discretionary. Therefore, the benefits and amounts that will be received or allocated under the 2016 Omnibus Plan are not determinable at this time. The closing price of our common stock, as reported on the NASDAQ Stock Market, on March 18, 2016 was $27.30 per share. See “Executive Compensation—2015 Grants of Plan-Based Awards” table, which provides information on the equity awards granted to the named executive officers in 2015, and “Proposal 1: Election of Directors—Director Compensation,” which provides information on the equity awards granted to our non-employee directors in 2015.

U.S. Federal Income Tax Consequences

 

The following is a summary of certain federal income tax consequences of the awards to be made under the 2016 Omnibus Plan based upon the laws in effect on the date hereof. The discussion is general in nature and does not take into account a number of considerations which may apply in light of the circumstances of a particular participant under the 2016 Omnibus Plan. The income tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.

Non-Qualified Stock Options

A participant will not recognize taxable income at the time of grant of a non-qualified stock option, and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise of a non-qualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price, and we generally will be entitled to a corresponding tax deduction.

Incentive Stock Options

A participant will not recognize taxable income at the time of grant of an incentive stock option. A participant will not recognize taxable income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the stock option was granted and one year from the date the shares were transferred, any gain or loss arising from a subsequent disposition of such shares will be taxed as long-term capital gain or loss, and we will not be entitled to any tax deduction. If, however, such shares are disposed of within such two- or one-year periods, then in the year of such disposition the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of the amount realized upon such disposition and the fair market value of such shares on the date of exercise over the exercise price, and we generally will be entitled to a corresponding tax deduction. The excess of the amount realized through the disposition date over the fair market value of the stock on the exercise date will be treated as capital gain.

 

38                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN  

 

Stock Appreciation Rights

A participant will not recognize taxable income at the time of grant of a stock appreciation right, and we will not be entitled to a tax deduction at such time. Upon exercise, a participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) equal to the fair market value of any shares delivered and the amount of cash paid by us, and we generally will be entitled to a corresponding tax deduction.

Restricted Stock

A participant will not recognize taxable income at the time of grant of shares of restricted stock award, and we will not be entitled to a tax deduction at such time, unless the participant makes an election under Section 83(b) of the Code to be taxed at such time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. We are entitled to a corresponding tax deduction at the time the ordinary income is recognized by the participant, except to the extent the deduction limits of Section 162(m) of the Code apply. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income. We will be entitled to a corresponding tax deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.

Restricted Stock Units

A participant will not recognize taxable income at the time of grant of a restricted stock unit, and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of settlement of the award equal to the fair market value of any shares delivered and the amount of cash paid by us, and we will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.

Other Stock-Based Awards

The grant, exercise or settlement of other stock based awards granted under the 2016 Omnibus Plan may be taxable based on the specific terms and conditions of such awards.

Section 162(m) Limitations

As explained above, Section 162(m) of the Code generally places a $1 million annual limit on a company’s federal income tax deduction for compensation paid to certain senior executives, other than compensation that satisfies the applicable requirements for the “qualified performance-based compensation” exemption. The 2016 Omnibus Plan is designed so that stock options and stock appreciation rights are designed to qualify for this exemption, assuming the 2016 Omnibus Plan is approved by stockholders, and it also

 

  LOGO   Sabre Corporation     2016 Proxy Statement                39


Table of Contents
  PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN          

 

permits the Committee to grant other awards designed to qualify for this exemption. However, the Committee reserves the right to grant awards that do not qualify for this exemption, and, in some cases, the exemption may cease to be available for some or all awards that otherwise so qualify. Thus, it is possible that Section 162(m) of the Code may disallow compensation deductions that would otherwise be available to us.

The foregoing general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2016 Omnibus Plan. Participants are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2016 Omnibus Plan.

Required Vote

 

At the Annual Meeting, stockholders will be asked to approve the 2016 Omnibus Plan, including the performance measures and individual limits designed to satisfy the requirements of Section 162(m) of the Code, as described more fully above. This proposal requires the affirmative vote of a majority of the voting power of the shares of Sabre capital stock, present in person at the Annual Meeting or represented by proxy, voting together as a single class.

Abstentions will be counted toward the tabulation of votes cast on the approval of the proposal to approve the 2016 Omnibus Plan, and will have the same effect as votes against that proposal.

The Board of Directors unanimously recommends a vote FOR approval of the Sabre Corporation 2016 Omnibus Incentive Compensation Plan.

Equity Compensation Plan Information

 

The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our equity compensation plans as of December 31, 2015.

 

   

Number of
securities
to be

issued

upon
exercise of
outstanding
options (a)

  Weighted
average
exercise
price of
outstanding
options (b)
  Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans

Equity compensation plans approved by stockholders

                       

Equity compensation plans not approved by stockholders

      13,983,399       $ 11.19         9,557,263  

 

(a) Includes shares to be issued upon the exercise of outstanding options under our 2014 Omnibus Plan, the Sovereign 2012 MEIP and the Sovereign MEIP. Also includes 4,017,867 restricted stock units under our 2014 Omnibus Plan and Sovereign 2012 MEIP (including shares that may be issued pursuant to outstanding performance-based restricted share units, assuming the target award is met; actual shares may vary, depending on actual performance).

 

(b) Excludes restricted stock units.

Sabre Corporation 2014 Omnibus Incentive Compensation Plan . The 2014 Omnibus Plan serves as successor to the Sovereign MEIP and Sovereign 2012 MEIP and provides for the issuance of stock options, restricted shares, restricted stock units (“RSUs”), performance-based RSU awards, cash incentive compensation and other stock-based awards.

 

40                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          PROPOSAL 3: APPROVAL OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN  

 

Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan . Under the Sovereign 2012 MEIP, key employees and, in certain circumstances, the directors, service providers and consultants, of Sabre and its affiliates may be granted stock options, restricted shares, RSUs, performance-based awards and other stock-based awards. All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the Sovereign MEIP that were forfeited or otherwise expire unexercised or without the issuance of shares of Sabre Corporation common stock, have been transferred to the 2014 Omnibus Plan. Therefore, as of December 31, 2015, no shares remained available for future grants under the Sovereign 2012 MEIP.

Sovereign Holdings, Inc. Management Equity Incentive Plan . Under the Sovereign MEIP, key employees and, in certain circumstances, the directors, service providers and consultants, of Sabre and its affiliates may be granted stock options. All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the Sovereign MEIP that were forfeited or otherwise expire unexercised or without the issuance of shares of Sabre Corporation common stock, have been transferred to the Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan, which have subsequently been transferred to the 2014 Omnibus Plan. Therefore, as of December 31, 2015, no shares remained available for future grants under the Sovereign MEIP.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                41


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis addresses the principles underlying our executive compensation program and the policies and practices that contributed to our executive compensation actions and decisions for the year ended December 31, 2015 for our named executive officers. Our “named executive officers” are the individuals who served as (i) our principal executive officer at any time during 2015, (ii) our principal financial officer at any time during 2015, and (iii) the three other most highly-compensated executive officers who were serving as our executive officers as of December 31, 2015.

For 2015, our named executive officers were:

 

LOGO   LOGO   LOGO   LOGO   LOGO

 

Name   Position

Tom Klein

 

President and CEO

Richard Simonson

 

Executive Vice President and CFO

Hugh Jones

 

Executive Vice President, Sabre and President, Sabre Airlines Solutions

Deborah Kerr

 

Executive Vice President and Chief Product and Technology Officer

Sean Menke

 

Executive Vice President, Sabre and President, Travel Network

On October 5, 2015, Mr. Menke joined us as our Executive Vice President, Sabre and President, Travel Network, and we entered into an employment agreement with him in connection with the commencement of his employment.

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and material elements of compensation that we provided to our executive officers, including the named executive officers, in 2015. In addition, we explain how and why the Compensation Committee arrived at the specific compensation actions and decisions involving the named executive officers during 2015.

Our overall corporate rewards strategy, which is embodied in our executive compensation program, is designed to advance three principal objectives:

 

  Pay for performance . Link a significant portion of the target total direct compensation opportunities of our executive officers to our annual and long-term business performance and each individual’s contribution to that performance.

 

  Attract, motivate, and retain . Set compensation at market competitive levels that enable us to hire, incentivize, and retain high-caliber executive officers and that reinforce our robust succession planning process.

 

42                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS  

 

 

  Long -term equity ownership . Provide opportunities, consistent with the interests of our stockholders, for our executive officers to accumulate and hold a significant equity stake in the organization, including through performance-based equity awards, if we achieve our strategic and growth objectives.

Executive Summary

 

Business Overview

We are a leading technology solutions provider to the global travel and tourism industry. We operate through two business segments:

 

  Travel Network , our global B2B travel marketplace for travel suppliers and travel buyers.

 

  Airline and Hospitality Solutions , an extensive suite of leading software solutions primarily for airlines and hotel properties.

In 2015, we continued to build momentum and capitalize on opportunities. We increased investment in our core strengths, deepened our customer relationships by adding more critical capability to our platforms, and continued our focus on innovation. In addition to meeting our principal financial objectives for the year, we also achieved several notable operational accomplishments:

 

  We completed the acquisition of Abacus International, the leading global distribution system in the Asia-Pacific region, bringing fresh investment and growth opportunities in the travel industry’s largest and fastest growing region.

 

  We successfully executed the airlines reservation technology integration at American Airlines.

 

  Consistent with our strategy to focus on opportunities in Airline and Hospitality Solutions and Travel Network, we completed our exit of the online travel agency business in the first quarter of 2015.

In addition, we recorded the following financial results for 2015:

 

  For the full year, our total consolidated revenue was $2.961 billion, compared to $2.631 billion for the prior year, a 12.5% increase.

 

    Airline and Hospitality Solutions revenue increased 10.9% to $872.1 million from $786.5 million in 2014.

 

    Travel Network revenue increased 13.4% to $2.103 billion from $1.855 billion in 2014.

 

  For the full year, consolidated income from continuing operations totaled $234.6 million, compared to $110.9 million in 2014. Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) totaled $941.6 million, a 12.1% increase from $840.0 million in 2014.

 

    Sabre Airline and Hospitality Solutions Adjusted EBITDA increased 14.4% from 2014 to $323.5 million for the full year of 2015.

 

    Full year Travel Network Adjusted EBITDA increased 12.7% to $877.3 million for the full year of 2015.

See Appendix B for a reconciliation of non-GAAP and GAAP measures presented.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                43


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

2015 Compensation Highlights

Consistent with these accomplishments, we took the following actions with respect to the 2015 compensation of our named executive officers:

 

  Base salaries .   Paid annual base salaries that, except in the case of Mr. Menke, reflected increases effective September 2015 that ranged from 4% to 6% of the previous levels, as described in more detail under “—Compensation Elements—Base Salary” below. Mr. Menke’s initial base salary was set in October 2015 in connection with his joining us.

 

  Annual cash incentives . Paid annual cash incentives under our Executive Incentive Program (the “EIP”) consistent with our 2015 financial results in amounts ranging from 81% to 112% of the named executive officers’ target incentive opportunities, as described in more detail under “—Compensation Elements—Annual Incentive Compensation” below.

 

  Equity awards . Granted equity awards, including performance-based awards, to each of the named executive officers, other than Mr. Menke, in February 2014. Mr. Menke received an initial equity award in October 2015 in connection with his joining us.

 

  New executive officer . Entered into an employment agreement with Mr. Menke, our new Executive Vice President, Sabre and President, Travel Network.

 

  Deferred compensation plan . Adopted the Sabre Corporation Executive Deferred Compensation Plan, a non-qualified deferred compensation plan that provides our senior executives with an opportunity to defer all or a portion of their future restricted stock unit awards.

 

  Long-term “stretch” program . Approved the grant of cash-settled units (the “Long-Term Stretch Units”) under a new long-term cash incentive compensation program (the “Long-Term Stretch Program”) in addition to our total direct compensation program, designed to provide an incentive for our senior executives to exert their efforts to significantly exceed our long-term growth strategy, with payout under the Long-Term Stretch Program beginning upon achievement of at least 105% of the average aggregate target levels for cumulative revenue and Adjusted EBITDA for the three-year performance period.

Committee Consideration of 2015 Stockholder Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay)

At our 2015 Annual Meeting, our executive compensation program received the support of approximately 99 percent of shares represented at the meeting. The Committee views the results of this vote as evidence of stockholder support of its executive compensation decisions and policies. Accordingly, the Committee has not made any substantial changes to its executive compensation policies for 2016.

Also at our 2015 Annual Meeting, stockholders voted to adopt the Board’s recommendation to vote on the say-on-pay proposal every three years. Based on this outcome, the Board determined that the vote on the say-on-pay proposal would be held every three years, until the next stockholder vote on the frequency of the say-on-pay vote, or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of our stockholders.

 

44                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS  

 

“Pay-for-Performance” Considerations

Our executive compensation philosophy, which is embodied in the design and operation of our executive compensation program, provides that a substantial portion of each year’s target total direct compensation opportunity for our executive officers, including our named executive officers, is delivered through our short-term and long-term incentive compensation awards which are earned contingent on our ability to meet and exceed our annual and long-term objectives.

 

 

LOGO

 

 

(1) Excludes the 2015 grant of Long-Term Stretch Units under the Long-Term Stretch Program, which was awarded in addition to the named executive officers’ target total direct compensation package for 2015.

Consequently, we believe that our executive compensation program creates commonality of interest between our executive officers and stockholders for long term value creation.

Our commitment to a “pay-for-performance” compensation philosophy is reflected by the following:

 

  A substantial portion of our executive officers’ target cash compensation opportunity is performance-based. For 2015, approximately 60% of the target cash compensation opportunity of our CEO and approximately 44%, on average, of the target cash compensation opportunities of the other named executive officers were contingent on meeting and exceeding the financial objectives set forth in our annual operating plan. For 2015, the annual cash incentives paid to the named executive officers were approximately 101%, on average, of their target annual cash incentive opportunities.

 

  The grant of performance-based restricted stock unit awards to our executive officers. For 2015, the shares of our common stock subject to these performance-based restricted stock unit awards will be earned only if we achieve a pre-established revenue target level for 2015 and will continue after then to be subject to a time-based vesting tail.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                45


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

 

  To further reinforce our long-term orientation, the grant of Long-Term Stretch Units in 2015 under the Long-Term Stretch Program to each of the named executive officers. These awards provide the opportunity for cash payments if we significantly exceed, for the three-year performance period from January 1, 2015 through December 31, 2017, specific pre-established target levels of cumulative revenue and Adjusted EBITDA.

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term business objectives given the dynamic nature of the global economy and the market in which we compete for executive talent. Our executive compensation program includes the following policies and practices:

 

  Independent Compensation Committee Consultant .   The Compensation Committee has engaged its own compensation consultant to assist with the review and analysis of our executive compensation program. This consultant performs no other consulting or other services for us.

 

  Annual Executive Compensation Review .   The Compensation Committee conducts an annual review of our executive compensation program, including a review of the competitive market for executive talent, and has developed a compensation peer group for use during its deliberations when evaluating the competitive market.

 

  Executive Compensation Policies and Practices .   Our compensation philosophy and related corporate governance policies and practices are complemented by several specific compensation practices that are designed to align our executive compensation with long-term stockholder interests, including:

 

    Compensation At -Risk .   Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on corporate performance, as well as equity-based to align the interests of our executive officers and stockholders.

 

    No Retirement Plans .   Except for the Sabre, Inc. Legacy Pension Plan (the “LPP”) (which was frozen to further benefit accruals as of December 31, 2005), we do not currently offer, nor do we have plans to provide, pension arrangements, or defined benefit retirement plans to our executive officers.

 

    Limited Perquisites .   We provide only limited perquisites and other personal benefits to certain of our executive officers.

 

    No Special Health or Welfare Benefits .   Our executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees.

 

    No Tax Reimbursements .   We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, other than standard relocation benefits, or on any severance or change-in-control payments or benefits.

 

    “Double -Trigger” Change -in -Control Arrangements .   All change-in-control payments and benefits for our named executive officers are based on a “double-trigger” arrangement (that is , they require both a change-in-control of Sabre plus a qualifying termination of employment before payments and benefits are paid).

 

    Performance -Based Incentives .   We use performance-based short-term and long-term incentives.

 

    Multi -Year Vesting Requirements .   The equity awards granted to our executive officers vest or are earned over multi-year periods, consistent with current market practice and our retention objectives.

 

46                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS  

 

 

    Stock Ownership Policy . We have a stock ownership policy for our executive officers and the non-employee members of our Board of Directors.

 

    Hedging and Pledging Prohibited . Our Insider Trading Policy prohibits our executive officers and members of our Board of Directors from hedging or pledging any of their shares of Sabre common stock.

 

    No Stock Option Repricings . We prohibit the repricing of outstanding options to purchase our common stock without prior stockholder approval.

 

    Succession Planning .   We review the risks associated with key executive officer positions to help ensure adequate succession plans are in place.

Compensation Philosophy and Objectives

 

The philosophy underlying our executive compensation program is to provide an attractive, flexible, and effective total compensation opportunity to our executive officers, including the named executive officers, tied to our corporate performance and aligned with the interests of our stockholders. Our objective is to recruit, motivate, and retain the caliber of executive officers necessary to deliver sustained high performance to our stockholders, customers, and other stakeholders.

Equally important, we view our compensation policies and practices as a means of communicating our goals and standards of conduct and performance and for motivating and rewarding employees in relation to their achievements. Overall, the same principles that govern the compensation of our executive officers also apply to the compensation of all our salaried employees. Within this framework, we seek to observe the following principles:

 

  Retain and hire top -caliber executive officers. Executive officers should have base salaries and employee benefits that are market competitive and that permit us to hire and retain high-caliber individuals at all levels.

 

  Pay for performance . A significant portion of the target total direct compensation opportunities of our executive officers should vary with annual and long-term business performance and each individual’s contribution to that performance, while the level of “at-risk” compensation should increase as the scope of the executive officer’s responsibility increases.

 

  Reward long -term growth and profitability . Executive officers should be rewarded for achieving long-term results, and these rewards should be aligned with the interests of our stockholders.

 

  Tie compensation to performance of our core business es . A significant portion of each executive officer’s compensation should be tied to measures of performance of the business or businesses over which he or she has the greatest influence.

 

  Align compensation with stockholder interests . The interests of our executive officers should be linked with those of our stockholders through the risks and rewards of the ownership of shares of our common stock.

 

  Provide limited personal benefits . Perquisites and other personal benefits for our executive officers should be limited to items that serve a reasonable business purpose.

 

  Reinforce succession planning process . The overall compensation program for our executive officers should reinforce our succession planning process.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                47


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

 

  Promote Transparency . We seek to establish an efficient, simple, and transparent process for designing our compensation arrangements, setting performance objectives for annual and long-term incentive compensation opportunities, and making compensation decisions.

We believe that our compensation philosophy, as reinforced by these principles, has been effective in aligning our executive compensation with the creation of sustainable long-term stockholder value.

2015 Total Direct Compensation Mix

 

Our executive compensation program has been designed to reward strong performance. The program seeks to focus a significant portion of each executive officer’s total direct compensation opportunity on annual and long-term incentives that depend upon our performance as a whole, as well as the performance of our individual businesses. Each executive officer has been granted a significant stake in Sabre in the form of an equity award to closely link his or her interests to those of our stockholders. These equity awards also seek to focus his or her efforts on the successful execution of our long-term strategic and financial objectives. Consequently, whether viewed on an annual basis or over their entire tenure with us, fixed compensation (in the form of base salary and benefits) has represented less than half of the target total direct compensation opportunity of each current executive officer, including each named executive officer, with the remainder delivered in the form of annual and long-term incentive compensation and performance bonuses.

 

 

LOGO

 

 

(1) Excludes the 2015 grant of Long-Term Stretch Units under the Long-Term Stretch Program, which was awarded in addition to his target total direct compensation package for 2015.

 

(2) Excludes the 2015 grant of Long-Term Stretch Units under the Long-Term Stretch Program, which was awarded in addition to their target total direct compensation packages for 2015. Also excludes Sean Menke, who joined us as our Executive Vice President and President, Travel Network in October 2015.

 

48                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS  

 

In addition, the Compensation Committee believes that target incentive compensation for 2015 was comprised of an appropriate mix of long-term elements (performance-based restricted stock unit awards and stock options) and short-term elements (annual cash incentive), consistent with our emphasis on pay-for-performance:

 

 

LOGO

 

 

(1) Excludes the 2015 grant of Long-Term Stretch Units under the Long-Term Stretch Program, which was awarded in addition to his target total direct compensation package for 2015.

 

(2) Excludes the 2015 grant of Long-Term Stretch Units under the Long-Term Stretch Program, which was awarded in addition to their target total direct compensation packages for 2015. Also excludes Sean Menke, who joined us as our Executive Vice President and President, Travel Network in October 2015.

Compensation-Setting Process

 

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing our executive compensation program (including our executive compensation policies and practices), approving the compensation of our executive officers (including the named executive officers), and administering our various employee stock plans.

Pursuant to its charter, the Compensation Committee has sole responsibility for reviewing and determining the compensation of our CEO at least annually, as well as for evaluating our CEO’s performance in light of the corporate goals and objectives applicable to him. In reviewing our CEO’s compensation each year and considering any potential adjustments, the Compensation Committee exercises its business judgment after taking into consideration several factors, including our financial results, his individual performance and strategic leadership, its understanding of competitive market data and practices, and his current total compensation and pay history.

In addition, the Compensation Committee annually reviews and determines the compensation of our other executive officers, including the other named executive officers, and it also approves any employment agreements with our executive officers. In doing so, the Compensation Committee is responsible for ensuring that the compensation of our executive officers, including the named executive officers, is consistent with our executive compensation philosophy and objectives.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                49


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

Role of Executive Officers

The Compensation Committee receives support from our Human Resources Department in designing our executive compensation program and analyzing competitive market practices. Our CEO and certain executives regularly participate in portions of Compensation Committee meetings, providing management input on organizational structure, executive development, and financial and governance considerations.

Our CEO evaluates the performance of each of our executive officers, including the other named executive officers, against the annual objectives established by the Compensation Committee for the business or functional area for which he or she is responsible. Our CEO then reviews each executive officer’s target total direct compensation opportunity, and based upon his or her target total direct compensation opportunity and his or her performance, proposes compensation adjustments for him or her, subject to review and approval by the Compensation Committee. Our CEO presents the details of each executive officer’s target total direct compensation opportunity and performance to the Compensation Committee for its consideration and approval. Our CEO does not participate in the evaluation of his own performance.

In making executive compensation decisions, the Compensation Committee reviews a variety of information for each executive officer, including his or her current total compensation and pay history, his or her equity holdings, individual performance, and considers competitive market data and practices for comparable positions. Neither our CEO nor our other named executive officers are present when their specific compensation arrangements are discussed.

Role of Compensation Consultant

In fulfilling its duties and responsibilities, the Compensation Committee has the authority to engage the services of outside advisers, including compensation consultants. In 2015, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm, to assist it with compensation matters. A representative of Compensia attends regularly scheduled meetings of the Compensation Committee, responds to inquiries from members of the Compensation Committee, and provides his analysis with respect to these inquiries.

The nature and scope of services provided to the Compensation Committee by Compensia in 2015 were as follows:

 

  Assisted in the review and updating of our compensation peer group.

 

  Analyzed the executive compensation levels and practices of the companies in our compensation peer group.

 

  Provided advice with respect to compensation best practices and market trends for our executive officers.

 

  Provided advice with respect to market trends and practices for non-employee director compensation.

 

  Assessed our executive compensation risk profile and reported on this assessment.

 

  Provided ad hoc advice and support following its engagement.

Compensia does not provide any services to us, other than the services provided to the Compensation Committee. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of NASDAQ, and has concluded that no conflict of interest exists with respect to the work that Compensia performs for the Compensation Committee.

 

50                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS  

 

Competitive Positioning

Periodically, the Compensation Committee reviews competitive market data for comparable executive positions in the market as one factor for determining the structure of our executive compensation program and establishing target compensation levels for our executive officers, including the named executive officers.

The Compensation Committee, with the assistance of Compensia, developed a compensation peer group based on an evaluation of companies that it believed were comparable to us with respect to operations, industry segment, revenue level, and enterprise value as a reference source in its executive compensation deliberations. This compensation peer group, which was used by the Compensation Committee as a reference in the course of its executive compensation deliberations, consisted of the following companies with respect to 2015 executive compensation matters:

 

Akamai Technologies, Inc.

   Global Payments, Inc.

Alliance Data Systems Corp.

   Nuance Communications, Inc.

Broadridge Financial Solutions, Inc.

   Synopsys, Inc.

Citrix Systems, Inc.

   Total System Services, Inc.

Equinix, Inc.

   Vantiv, Inc.

Fiserv, Inc.

   Verisk Analytics, Inc.

Gartner, Inc.

  

The companies in this compensation peer group were U.S.-based global companies in the technology sector, and, therefore, were representative of the companies with which we compete for executive talent. In addition, these companies had similar revenue levels (generally, 0.5x to 2.0x our revenue level), enterprise values (generally, 0.5x to 3.0x our enterprise value), and revenue and operating profitability growth rates. Compensation peer group comparison data was collected from publicly-available information contained in the SEC filings of the compensation peer group companies, as well as from the Radford Global Technology Survey. The Radford survey provides market data and other information related to trends and competitive practices in executive compensation.

The competitive market data described above was not and is not used by the Compensation Committee in isolation but rather serve as one point of reference in its deliberations on executive compensation. The Compensation Committee uses the competitive market data as a guide when making decisions about total direct compensation, as well as individual elements of compensation; however, the Compensation Committee does not formally benchmark our executive officers’ compensation against this data. While market competitiveness is important, it is not the only factor the Compensation Committee considers when establishing compensation opportunities of our executive officers. Actual compensation decisions also depend upon the consideration of other factors that the Compensation Committee deems relevant, such as the financial and operational performance of our businesses, individual performance, specific retention concerns, and internal equity.

In November 2015, the Compensation Committee, with the assistance of Compensia, updated the compensation peer group to be used as a reference for purposes of its deliberations on our 2016 executive compensation program. As part of this review, the Compensation Committee considered companies with the following primary selection criteria: companies within the software and services, data processing and outsourced services and other companies in related industries, companies with revenues between

 

  LOGO   Sabre Corporation     2016 Proxy Statement                51


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

approximately $1.5 billion to $5.9 billion (or between approximately 0.5x to 2.0x our estimated 2015 revenue), and companies with market capitalization of approximately $2.3 billion to $22.8 billion (or between approximately 0.3x to 3.0x our estimated market capitalization). The Compensation Committee also considered companies with the following secondary selection criteria: revenue growth over the prior four quarters exceeding 5.0% and positive operating income over the prior four quarters. Based on this review, the Compensation Committee approved a compensation peer group consisting of the following companies:

 

Akamai Technologies, Inc.

   Gartner, Inc.

Alliance Data Systems Corp.

   Global Payments, Inc.

Broadridge Financial Solutions, Inc.

   Intuit Inc.

Citrix Systems, Inc.

   Synopsys, Inc.

Equinix, Inc.

   Total System Services, Inc.

Expedia, Inc.

   Vantiv, Inc.

Fiserv, Inc.

   Verisk Analytics, Inc.

Compensation-Related Risk Assessment

The Compensation Committee considers potential risks when reviewing and approving the various elements of our executive compensation program. In evaluating the elements of our executive compensation program, the Compensation Committee assesses the element to ensure that it does not encourage our executive officers to take excessive or unnecessary risks or to engage in decision-making that promotes short-term results at the expense of our long-term interests. In addition, we have designed our executive compensation program, including our incentive compensation plans, with specific features to address potential risks while rewarding our executive officers for achieving financial and strategic objectives through prudent business judgment and appropriate risk taking. Further, the following policies and practices have been incorporated into our executive compensation program:

 

  Balanced Mix of Compensation Components .   The target compensation mix for our executive officers is composed of base salary, annual cash incentive compensation, and long-term incentive compensation in the form of equity and cash awards, including performance-based awards, which provides a compensation mix that is not overly weighted toward short-term cash incentives.

 

  Minimum Performance Measure Threshold . Our annual cash incentive compensation plan, which encourages focus on the achievement of corporate and individual performance objectives for our overall benefit, and our Long-Term Stretch Program, which encourages focus on achievement of our long-term growth strategy, do not pay out unless pre-established target levels for one or more financial measures are met.

 

  Long -Term Incentive Compensation Vesting . Our long-term equity-based incentives have four-year or five-year vesting, and our Long-Term Stretch Program has a three-year performance period. These long-term incentive programs complement our annual cash incentive compensation plan, and include awards that are earned and pay out only upon meeting specific pre-established performance goals.

 

  Capped Annual Cash Incentive and Performance-Based Restricted Stock Unit Awards . Awards under the annual cash incentive compensation plan and grants of performance-based restricted stock units are capped at 200% of the target award level.

 

52                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS  

 

Compensation Elements of Total Direct Compensation

 

Our executive compensation program is designed around the concept of total direct compensation. The performance-based portion of total direct compensation generally increases as an executive officer’s level of responsibilities increases. The chart below provides information on the principal elements of total direct compensation and is intended to illustrate our overall objectives relative to our executive compensation program.

 

Long-term and equity-based compensation   Performance-based restricted stock awards units  

Supports achievement of our long-term strategic and financial objectives and creates an incentive to deliver stockholder value

 

  Stock options  

Provides rewards for stock price appreciation, creating an incentive to deliver stockholder value and to achieve our long-term strategic and financial objectives

 

Annual cash compensation   Annual incentive  

Supports and encourages the achievement of our specific annual corporate and business segment goals as reflected in our annual operating plan

 

  Base salary  

Provides a consistent and fixed amount of annual cash income

 

In setting the appropriate level of total direct compensation, the Compensation Committee seeks to establish each compensation element at a level that is both competitive and attractive for motivating top executive talent, while also keeping the overall compensation levels aligned with stockholder interests and job responsibilities. These compensation elements are structured to motivate our executive officers, including the named executive officers, and to align their financial interests with those of our stockholders.

Base Salary

We believe that a competitive base salary is essential in attracting and retaining key executive talent. Historically, the Compensation Committee has reviewed the base salaries of our executive officers, including the named executive officers, on an annual basis or as needed to address changes in job title, a promotion, assumption of additional job responsibilities, or other unique circumstances.

In evaluating the base salaries of our executive officers, the Compensation Committee may consider several factors, including our financial performance, his or her contribution towards meeting our financial objectives, his or her qualifications, knowledge, experience, tenure, and scope of responsibilities, his or her past performance as against individual goals, his or her future potential, the recommendations of the CEO (with respect to the other executive officers), competitive market data and practices, our desired compensation position with respect to the competitive market, and internal equity.

2015 Base Salary Decisions

In May 2015, the Compensation Committee reviewed the base salaries of our executive officers, including the named executive officers other than Mr. Menke, and increased their base salaries, effective as of September 2015, based upon its assessment of the factors described above. The Compensation Committee approved Mr. Menke’s base salary as part of his employment agreement that he signed when he joined us. See “—Employment Agreements—Mr. Menke.”

The base salaries paid to the named executive officers during 2015 are set forth in the “2015 Summary Compensation Table” below.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                53


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

Annual Incentive Compensation

We use annual incentive compensation to support and encourage the achievement of our specific annual corporate and business segment goals as reflected in our annual operating plan. Each year, our executive officers at the level of senior vice president or above, which includes the named executive officers, are eligible to receive annual cash incentive payments under the Executive Incentive Plan, or EIP.

Typically, at the beginning of the fiscal year the Compensation Committee approves the terms and conditions of the EIP for the year, including the selection of one or more performance measures as the basis for determining the funding of annual cash incentive payments for the year. Subject to available funding, the EIP provides cash incentive payments based upon our achievement as measured against the pre-established target levels for these performance measures.

Target Annual Cash Incentive Opportunities

For purposes of the 2015 EIP, the target annual cash incentive opportunity for each of our eligible executive officers, including the named executive officers, was expressed as a percentage of his or her base salary paid during 2015, subject to a maximum annual cash incentive opportunity as specified for each executive officer (which was 200% of his or her target annual cash incentive opportunity). The target annual cash incentive opportunities of the named executive officers for 2015 were as follows:

 

Named Executive Officer   2015 Target Cash Incentive Opportunity
(as a percentage of base salary)

Tom Klein

      150 %

Richard Simonson

      80 %

Hugh Jones

      80 %

Deborah Kerr

      80 %

Sean Menke (1)

      42.5 %

 

(1) Mr. Menke’s target annual cash incentive opportunity was established when he joined Sabre. Pursuant to his employment agreement, for 2015, he was guaranteed half of his annual target cash incentive opportunity of 85% of his base salary.

The target annual cash incentive opportunities were established by the Compensation Committee based on its consideration of various factors such as his or her contribution towards meeting our financial objectives, his or her qualifications, knowledge, experience, tenure, and scope of responsibilities, his or her past performance as against individual goals, his or her future potential, the recommendations of the CEO (with respect to the other executive officers), competitive market data and practices, our desired compensation position with respect to the competitive market, and internal equity.

Corporate Performance Measure

For purposes of the 2015 EIP, the Compensation Committee selected EBITDA, adjusted as described below, as the sole performance measure. The Compensation Committee believed this profitability measure continued to be the best indicator of both corporate and business segment performance and that overall profitability would best position us for successful growth in the public marketplace.

For purposes of the 2015 EIP, EBITDA was adjusted to exclude the following items: prior period non-cash adjustments, restructuring and other costs, and certain litigation costs. See Appendix B for additional information. Our Board of Directors approved these adjustments to better reflect the efforts and

 

54                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS  

 

performance of our executive officers in relation to the current year’s business performance, as well as to encourage them to make decisions that improve the potential for future growth without being penalized for the short-term investment required to achieve that growth. In addition to these adjustments, for purposes of the 2015 EIP, EBITDA was calculated before making allowance for the amounts payable pursuant to the Sabre Corporation Variable Compensation Plan, our annual incentive compensation plan for employees at the level below senior vice president (“Adjusted Pre-VCP/EIP EBITDA”).

Incentive Formula

For our executive officers with company-wide responsibility, the Adjusted Pre-VCP/EIP EBITDA performance measure was based entirely on consolidated Adjusted Pre-VCP/EIP EBITDA. For our executive officers with business segment responsibility, the Adjusted Pre-VCP/EIP EBITDA performance measure was based in part on business segment Adjusted Pre-VCP/EIP EBITDA (weighted 50%) and in part on consolidated Adjusted Pre-VCP/EIP EBITDA (weighted 50%). The Compensation Committee determined that these weightings provided an appropriate balance to foster company teamwork while at the same time providing “line-of-sight” accountability for business segment results.

Our Adjusted Pre-VCP/EIP EBITDA target level for Sabre as a whole for purposes of the 2015 EIP was $996.5 million, which was approximately 1.3% higher than the target level for 2014.

The actual cash incentive payments for Messrs. Klein and Simonson and Ms. Kerr were based on our consolidated financial results. The actual cash incentive payments for Messrs. Jones and Menke were based on our consolidated financial results and those of their respective business units.

With respect to the named executive officers, the funding of the annual incentive pool with respect to the Adjusted Pre-VCP/EIP EBITDA performance measure varied according to their area of responsibility as follows:

 

  Corporate . For Messrs. Klein and Simonson and Ms. Kerr, 100% of the funding was based on the company-wide responsibility funding formula, with funding beginning upon achieving 90% of the target performance level with a maximum funding (200% of target funding) upon achievement of 123% of the target level, as set forth below.

 

 

LOGO

 

  LOGO   Sabre Corporation     2016 Proxy Statement                55


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

 

  Business Unit . For Messrs. Jones and Menke, who are responsible for our Airline Solutions business and our Travel Network business, respectively, 50% of the funding is the same as the company-wide responsibility funding formula described above, and 50% of the funding began upon achieving 90% of the target business unit performance level with a maximum funding (200% of target funding) upon achievement of 123% of the target business unit performance level, as set forth below.

 

 

LOGO

The Compensation Committee believes that these formulas provided a fair value sharing between our stockholders and the named executive officers.

2015 Annual Cash Bonus Decisions

The Compensation Committee approved the cash incentive payments under the 2015 EIP at its meeting in February 2016.

In 2015, our Board of Directors considered the performance of our CEO and, while acknowledging his strong operational and financial performance, found he had demonstrated shortcomings in other leadership areas. Consequently, our Board of Directors recommended to the Compensation Committee that it reduce the amount of the CEO’s 2015 EIP, payable in 2016. The Compensation Committee did not exercise its discretion to adjust any other named executive officer’s actual cash incentive payment for 2015.

As described above, the 2015 annual cash incentive payments for the named executive officers were as follows:

 

Named Executive Officer   2015 Target
Cash Bonus
Opportunity
  2015 Actual
Cash Bonus Payment

Tom Klein

    $ 1,405,385       $ 1,200,000  

Richard Simonson

    $ 511,385       $ 540,534  

Hugh Jones

    $ 386,154       $ 414,729  

Deborah Kerr

    $ 460,923       $ 487,196  

Sean Menke

    $ 255,000 (1)     $ 255,000  

 

(1) Mr. Menke’s target cash incentive opportunity for 2015 was half of his annual target incentive opportunity of 85% as established in his employment agreement.

 

56                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS  

 

The cash incentives actually paid to the named executive officers for 2015 are set forth in the “2015 Summary Compensation Table” below.

Long-Term Incentive Compensation

We use long-term incentive compensation in the form of equity awards as the principal element of our executive compensation program to align the financial interests of our executive officers, including the named executive officers, with those of our stockholders. We also seek to retain top executive talent and drive long-term stockholder value creation through the use of equity-based long-term incentive compensation.

In determining the value of the long-term incentive compensation opportunities for our executive officers, including the named executive officers, the Compensation Committee considers various factors, such as our financial performance, the executive officer’s contribution towards meeting our financial objectives, his or her qualifications, knowledge, experience, tenure, and scope of responsibilities, his or her past performance as against individual goals, his or her future potential, recommendations of the CEO (with respect to the other executive officers), his or her current equity position (including the value of any unvested equity awards), competitive market data and practices, our desired compensation position with respect to the competitive market, and internal equity.

The Compensation Committee makes annual long-term incentive compensation awards to our executive officers, including the named executive officers, using a “portfolio” mix of time-based and performance-based equity awards. We believe this approach aligns the interests of our executive officers and stockholders, aids in attracting and retaining talent by conforming more closely to the practices among members of our compensation peer group, and further mitigates excessive risk incentives by ensuring that we provide incentive compensation with diversified performance measures.

2015 Equity Awards

In February 2015, the Compensation Committee approved equity awards in the form of performance-based restricted stock unit awards and time-vesting options to purchase shares of our common stock to each of the named executive officers, other than Mr. Menke, which were granted in March 2015. For 2015, the Compensation Committee set the long-term incentive compensation award value for each named executive officer (other than Mr. Menke) after reviewing the factors described above. In addition, in 2015, our Board of Directors considered the performance of our CEO and, while acknowledging his strong operational and financial performance, found he had demonstrated shortcomings in other leadership areas. Consequently, our Board of Directors recommended to the Compensation Committee that it reduce, and the Compensation Committee did reduce, the size of the CEO’s 2016 equity grant.

This award value was then divided into two separate grants consisting of an equal number of performance-based restricted stock units and time-vesting stock options.

In connection with his appointment as our Executive Vice President, Sabre and President, Travel Network in September 2015, Mr. Menke was granted equity awards in the form of a performance-based restricted stock unit award and time-vesting option to purchase shares of our common stock.in October 2015. For Mr. Menke’s initial equity award, the award value was divided into two separate grants consisting of 84,653 time-based restricted stock units and 84,653 stock options.

For a description of these equity awards, see “—Employment Agreements” and the “2015 Summary Compensation Table” and the “2015 Grants of Plan-Based Awards Table” below.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                57


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

Long-Term Stretch Program

In 2015, the Compensation Committee approved the Long-Term Stretch Program under the 2014 Omnibus Plan. The Long-Term Stretch Program is designed to provide an incentive for participants to significantly exceed our long-term growth strategy. Participants in the Long-Term Stretch Program include the named executive officers, as well as certain other key employees. Awards under this program are in addition to our total direct compensation program and are designed to provide an incentive for our senior executives to exert their efforts to significantly exceed our long-term growth strategy.

In March 2015, the Compensation Committee granted Long-Term Stretch Units under the Long-Term Stretch Program to each of the named executive officers, other than Mr. Menke who received a pro-rated award of Long-Term Stretch Units when he joined us in October 2015. These awards provide for cash payments only if, for the three-year performance period from January 1, 2015 through December 31, 2017, we exceed specific pre-established target levels of cumulative revenue and Adjusted EBITDA. Further, a participant’s entire award is subject to forfeiture if his or her employment terminates before March 15, 2018 for any reason.

The key features of these awards are as follows:

 

  No award payments will be made if our cumulative revenue or Adjusted EBITDA for the performance period is less than 100% of either of the pre-established target levels of cumulative revenue or target Adjusted EBITDA.

 

  Award payments begin upon achievement of at least 105% of the average aggregate target levels for cumulative revenue and Adjusted EBITDA for the performance period. If our average aggregate achievement level with respect to the two performance measures is less than 105% of the average aggregate target level for such performance measures, no award payments will be made.

 

  For combined achievement between 105% and 115% of the average aggregate target levels for cumulative revenue and Adjusted EBITDA for the performance period, the award payout percentage will be calculated on a linear basis, with the number of Long-Term Stretch Units earned, also called the Long-Term Stretch Program payout percentage, ranging from a minimum of 100% of the Long-Term Stretch Units granted (at 105% achievement) to a maximum of 200% (at 115% achievement).

 

  The Compensation Committee has the discretion to decrease the final award of Long-Term Stretch Units based on the amount of our adjusted capital expenditures expressed as a percentage of consolidated revenue during the performance period.

 

  To determine the target number of Long-Term Stretch Units to be granted to a participant, the participant’s target award opportunity will be divided by the average of the closing price of our common stock for all trading days in the last full month prior to the month of the date of grant. See “2015 Grants of Plan-Based Awards Table.”

 

  To determine the actual cash payment to be received by a participant, the participant’s number of target Long-Term Stretch Units (as calculated in the preceding paragraph) will be multiplied by the average of the closing price of our common stock for all trading days in the month of January 2018. This amount then will be multiplied by the Long-Term Stretch Program payout percentage determined as described above.

 

 

In evaluating the level of attainment of cumulative revenue or Adjusted EBITDA, or determining adjusted capital expenditures expressed as a percentage of consolidated revenue for purposes of calculating the Long-Term Stretch Program payout percentage, the Compensation Committee may include or exclude

 

58                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS  

 

 

certain items, including (i) asset write downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles and practices or other laws or provisions affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items; (vi) acquisitions or divestitures; and (vii) foreign exchange gains and losses.

The target award opportunity for each participant in the Long-Term Stretch Program was based on the participant’s position. The target award opportunities for the Long-Term Stretch Unit awards granted to the named executive officers in 2015 are as follows:

 

Named Executive Officer   2015 Long-Term
Stretch Program Target
Award Opportunity

Tom Klein

    $ 2,100,000  

Richard Simonson

    $ 1,400,000  

Hugh Jones

    $ 1,400,000  

Deborah Kerr

    $ 1,400,000  

Sean Menke

    $ 1,050,000  

As of December 31, 2015, based on the fair value of these awards as of that date, no benefit had been accrued for financial accounting purposes for these Long-Term Stretch Unit awards under the Long-Term Stretch Program.

Health, Welfare, and Other Employee Benefits

We have established a tax-qualified Section 401(k) retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. We currently match contributions made to the plan by our employees, including our executive officers, up to 6% of their eligible compensation. We intend for the plan to qualify under Section 401(a) of the Code so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan.

In addition, we provide other benefits to our executive officers, including the named executive officers, on the same basis as all of our full-time employees. These benefits include medical, dental, and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage.

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Perquisites and Other Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we provide perquisites and other personal benefits to our executive officers in limited situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. For example, each of our executive officers is eligible to receive financial planning benefits, subject to an annual allowance of up to $10,000 per year for our CEO and up to

 

  LOGO   Sabre Corporation     2016 Proxy Statement                59


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

$5,000 per year for each of the other named executive officers. In addition, our executive officers are eligible to participate in our annual physical program. This program provides for an annual executive physical up to an amount of $5,000. The Compensation Committee believes that these personal benefits are a reasonable component of our overall executive compensation program and are consistent with market practices.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

Employment Agreements

 

We have entered into a written employment agreement with each of the named executive officers. We believe that these employment agreements were necessary to induce these individuals to forego other employment opportunities or leave their current employer for the uncertainty of a demanding position in a new and unfamiliar organization.

In filling these executive positions, our Board of Directors or the Compensation Committee, as applicable, was aware that it would be necessary to recruit candidates with the requisite experience and skills to manage a growing business in a dynamic and ever-changing industry. Accordingly, it recognized that it would need to develop competitive compensation packages to attract qualified candidates in a highly-competitive labor market. At the same time, our Board of Directors or the Compensation Committee, as applicable, was sensitive to the need to integrate new executive officers into the executive compensation structure that it was seeking to develop, balancing both competitive and internal equity considerations.

For a description of the employment agreements of the named executive officers, see “—Employment Agreements” below.

Post-Employment Compensation

Each of the written employment agreements with the named executive officers, as described in “—Employment Agreements” below, provides them with the opportunity to receive various payments and benefits in the event of an involuntary termination of employment under certain specified circumstances, including an involuntary termination of employment in connection with a change in control of Sabre.

We provide these arrangements to encourage the named executive officers to work at a dynamic and rapidly growing business where their long-term compensation largely depends on future stock price appreciation. Specifically, the arrangements are intended to mitigate a potential disincentive for the named executive officers when they are evaluating a potential acquisition of Sabre, particularly when their services may not be required by the acquiring entity. In such a situation, we believe that these arrangements are necessary to encourage retention of the named executive officers through the conclusion of the transaction, and to ensure a smooth management transition. These arrangements have been drafted to provide each of the named executive officers with consistent treatment that is competitive with current market practices. We believe that the level of benefits provided under these various agreements is in line with market practice and help us to attract and retain key talent. For additional information, see “—Potential Payments upon Termination or Change in Control” below.

 

60                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS  

 

Other Compensation Policies

 

We have several policies that we believe are important components of our executive compensation program.

Stock Ownership Policy

We maintain a stock ownership policy for our executive officers and the non-employee members of our Board of Directors. Under this policy, the individuals who have been designated as an executive officer or Senior Vice President of Sabre are required to own that number of shares of our common stock with a value equal to a specified multiple of their annual base salary divided by the volume-weighted average price of our common stock on the trading day immediately preceding April 1 st of each year. As adopted, these base salary multiples are as follows:

 

Position    Market Value of Stock That Must be Owned
(As a Multiple of Base Salary)

Chief Executive Officer

   Five

Executive Vice Presidents

   Three

Senior Vice Presidents

   Two

Shares of our common stock that count towards satisfaction of the guidelines include shares beneficially owned by the individual or immediate family members, shares held in trust for the benefit of the individual or immediate family members, vested shares of restricted stock, vested restricted stock unit awards that have been settled in stock, and shares acquired as a result of the exercise of vested options to purchase shares of our common stock. Unvested restricted stock awards or restricted stock unit awards, and unexercised stock options do not count towards satisfaction of the guidelines.

In addition, until such time as an executive officer has met his or her specified ownership level, he or she is required to retain an amount equal to 50% of the net shares of our common stock ( i.e ., shares remaining after the payment of the exercise price or the tax withholding obligations with respect to an equity award) received as the result of the exercise, vesting, or payment of any equity awards granted to him or her.

In the case of the non-employee members of our Board of Directors, each individual is required to own that number of shares of our common stock with a market value equal to five times his or her annual retainer divided by the volume-weighted average price of our common stock on the trading day immediately preceding April 1 st of each year.

Our executive officers and the non-employee members of our Board of Directors are required to meet these ownership requirements within five years of the later of (i) April 17, 2014, the effective date of our initial public offering or (ii) becoming an executive officer or non-employee member of our Board of Directors, as applicable.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                61


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

Although the stock ownership policy was adopted in 2014, several of our executive officers already have significant stock ownership in us, including our CEO. The following chart shows the CEO’s stock ownership

compared to his requirements, as determined on the measurement date of April 1, 2016:

 

 

LOGO

Compensation Recovery Policy

Currently, we have not implemented a policy regarding retroactive adjustments to any cash or equity-based incentive compensation paid to our executive officers and other employees where the payments were predicated upon the achievement of financial results that were subsequently the subject of a financial restatement. We intend to adopt a general compensation recovery (“clawback”) policy covering our annual and long-term incentive award plans and arrangements once the SEC adopts final rules implementing the requirement of Section 954 of the Dodd-Frank Act.

Derivatives Trading and Hedging and Pledging Policies

We have adopted a general Insider Trading Policy that provides that no executive officer or member of our Board of Directors may enter into hedging or monetization transactions, including zero-cost collars, equity swaps, exchange fund and forward sale contracts. Similarly, our Insider Trading Policy generally prohibits our executive officers and members of our Board of Directors from pledging any of their shares of our common stock as collateral for a loan or other financial arrangement.

Equity Award Grant Policy

We maintain a formal policy for the timing of equity awards. The policy provides that our annual grant pool is approved at a meeting of our Compensation Committee held in the first quarter of each fiscal year and grants are made on the 15 th day of the third month of our fiscal year or if such day is not a business day, the first business day immediately preceding such day. Under our equity grant policy, all awards to our executive officers must be granted by the Compensation Committee. Awards to newly elected non-employee directors will be granted on the date of the meeting of our Board of Directors at which the new director is elected. If the specified grant date falls on a non-business day, the grant date will be the first business day immediately preceding that day.

 

62                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS  

 

Tax and Accounting Considerations

 

Deductibility of Compensation

Section 162(m) of the Code generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to the CEO and each of the three other most highly-compensated executive officers (other than the chief financial officer) in any taxable year. Generally, remuneration in excess of $1 million may only be deducted if it is “qualified performance-based compensation” within the meaning of the Code. In this regard, the compensation income realized upon the exercise of stock options or stock appreciation rights granted under a stockholder-approved employee stock plan generally will be deductible so long as the options or SARs are granted by a committee whose members are non-employee directors and certain other conditions are satisfied.

In approving the amount and form of compensation for our executive officers, the Compensation Committee considers all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code. Nonetheless, the Compensation Committee believes that, in establishing the cash and equity incentive compensation plans and arrangements for our executive officers, the potential deductibility of the compensation payable under those plans and arrangements should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason, the Compensation Committee may deem it appropriate to provide one or more executive officers with the opportunity to earn incentive compensation, whether through cash incentive awards tied to our financial performance or equity incentive awards tied to the executive officer’s continued service, which may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Code. Further, the Compensation Committee reserves the discretion, in its judgment, to approve, from time to time, compensation arrangements that may not be tax deductible for us, such as base salary and equity awards with time-based vesting requirements, or which do not comply with an exemption from the deductibility limit when it believes that such arrangements are appropriate to attract and retain executive talent.

The Compensation Committee believes it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the individuals essential to our financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.

“Golden Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of Sabre that exceeds certain prescribed limits, and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2015 and we have not agreed and are not otherwise obligated to provide any named executive officer with such a “gross-up” or other reimbursement.

Accounting for Stock-Based Compensation

We follow ASC Topic 718 for our stock-based compensation awards, which requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and stock appreciation rights, based on the grant date “fair value” of these awards.

 

  LOGO   Sabre Corporation     2016 Proxy Statement                63


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

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. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option, stock appreciation right, or other award.

Compensation Committee Report

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with our management, which has the responsibility for preparing the Compensation Discussion and Analysis. Based upon this review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2015.

COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS

Gary Kusin, Chair

Lawrence W. Kellner

Greg Mondre

Karl Peterson

 

64                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          EXECUTIVE COMPENSATION  

 

EXECUTIVE COMPENSATION

 

2015 Summary Compensation Table

 

The following table sets forth the compensation paid to, received by, or earned during fiscal years 2015, 2014 and 2013 by the named executive officers:

 

Name and
Principal

Position

  Fiscal
Year
 

Salary

($)

  Bonus
($) (1)
 

Stock

Awards

($) (2)

  Option
Awards
($) (2)
  Non-Equity
Incentive  Plan
Compensation
($) (3)
 

Change

in Pension
Value and
Non-qualified
Deferred
Compensation
Earnings (4)

  All Other
Compensation
($) (5)
 

Total

($)

Tom Klein   
President and CEO       2015       $ 936,923               $ 5,231,653       $ 1,268,351       $ 1,200,000               $ 25,705       $ 8,662,632  
      2014       $ 907,692               $ 3,825,008       $ 1,274,999       $ 1,045,762       $ 45,100       $ 24,114       $ 7,122,675  
      2013       $ 711,923               $ 1,968,206       $ 1,729,168       $ 682,757               $ 27,258       $ 5,119,312  
Richard Simonson   

Executive Vice President

and Chief

Financial Officer

      2015       $ 639,231                 $ 1,609,729       $ 390,259       $ 540,534                 $ 24,291       $ 3,204,044  
      2014       $ 611,538               $ 974,996       $ 325,001       $ 418,293               $ 23,830       $ 2,353,658  
      2013       $ 484,615       $ 182,708       $ 2,991,000       $ 2,010,000       $ 337,292               $ 283,266       $ 6,288,881  
                                   
Hugh Jones   
Executive Vice President, Sabre and President, Sabre Airline Solutions       2015       $ 482,692               $ 1,207,308       $ 292,697       $ 414,729               $ 24,180       $ 2,421,606  
Deborah Kerr   

Executive Vice President

and Chief Product and

Technology Officer

      2015       $ 576,154               $ 1,126,815       $ 273,183       $ 487,196               $ 11,665       $ 2,475,013  
      2014       $ 526,923               $ 862,506       $ 287,501       $ 360,414               $ 11,582       $ 2,048,926  
      2013       $ 403,846       $ 243,923       $ 1,994,000       $ 2,010,000       $ 281,077               $ 258,158       $ 5,191,004  
                                   
                                   
Sean Menke   
Executive Vice President, Sabre and President, Travel Network (6)       2015       $ 138,462       $ 250,000       $ 2,474,407       $ 625,586       $ 255,000               $ 67,905       $ 3,811,360  

 

(1) The amounts reported in the “Bonus” column for 2015 represent a sign-on bonus paid in 2015 to Mr. Menke ($250,000).

 

(2)

The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of the stock-based awards, including the 2015 grants of Long-Term Stretch Units under the Long-Term Stretch Program, granted to the named executive officers in the years indicated, as computed in accordance with ASC Topic 718, disregarding the impact of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 12, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. Note that the amounts reported in these columns reflect the accounting cost for these stock-based awards, and do not correspond to the actual economic value that may be received by the named executive officers from these awards. The grant date fair value of the Long-Term Stretch Units granted in 2015 has been determined based on the performance threshold that the Compensation Committee believed to be probable of achievement at the date of grant, not the amounts that may be realized by the named executive officers. For these Long-Term Stretch Units, the amounts included in the “Stock Awards” column reflect that the value of the awards was

 

  LOGO   Sabre Corporation     2016 Proxy Statement                65


Table of Contents
  EXECUTIVE COMPENSATION          

 

  zero because the Compensation Committee believed that, as of the grant date, they were not probable of achievement. The following table reflects the maximum value of the Long-Term Stretch Units assuming that the awards are earned at their maximum level based on the average closing price of our common stock in the month prior to grant.

 

Named Executive Officer   Maximum Value of
Long-Term Stretch Units
Granted in 2015 (a)

Tom Klein

    $ 4,200,000  

Richard Simonson

    $ 2,800,000  

Hugh Jones

    $ 2,800,000  

Deborah Kerr

    $ 2,800,000  

Sean Menke

    $ 2,100,000  

 

  (a) Represents the maximum value of the Long-Term Stretch Units granted in 2015 using $22.55 per share, the average closing price of our common stock for March 2015, for the awards granted April 3, 2015 to Messrs. Klein, Simonson and Jones and Ms. Kerr and $29.15 per share, the average closing price of our common stock for September 2015, for the award granted October 15, 2015 to Mr. Menke. The maximum payout opportunity is 200% of the target number of shares awarded.

 

(3) The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the amounts paid to our named executive officers for the years indicated pursuant to the EIP. For a discussion of this plan, see “—Compensation Elements—Annual Incentive Compensation” above.

 

(4) For 2015 and 2013, the aggregate value of Mr. Klein’s pension benefit decreased by $4,300 and $8,300, respectively, and for 2015, the aggregate value of Mr. Jones’ pension benefit decreased by $5,000. Because these amounts decreased, they have been excluded from the table above under the SEC’s regulations. Messrs. Simonson and Menke and Ms. Kerr do not participate in the LPP.

 

(5) The amounts reported in the “All Other Compensation” column are described in more detail in the following table. The amounts reported for perquisites and other personal benefits represent the actual incremental cost incurred by us in providing these benefits to the indicated named executive officer.

 

Name   Year  

Group

Term Life

Insurance

Premiums

 

Country

Club

Membership

Dues (a)

 

Executive

Physical

Examin-

ation

 

Financial

Planning

Services

  Relocation  

Section

401(k) Plan

Matching

Contribution

  Other   Total

Tom Klein

      2015       $ 1,214               $ 3,451       $ 5,140               $ 15,900               $ 25,705  
      2014       $ 599                       $ 7,915               $ 15,600               $ 24,114  
      2013       $ 713       $ 3,058       $ 3,277       $ 4,910               $ 15,300               $ 27,258  

Richard Simonson

      2015       $ 832               $ 2,559       $ 5,000               $ 15,900               $ 24,291  
      2014       $ 404               $ 2,826       $ 5,000               $ 15,600               $ 23,830  
      2013       $ 579               $ 3,697       $ 5,000       $ 258,690 (b)     $ 15,300               $ 283,266  

Hugh Jones

      2015       $ 1,214               $ 2,066       $ 5,000               $ 15,900               $ 24,180  

Deborah Kerr

      2015       $ 752               $ 2,518                       $ 7,950       $ 445 (e)     $ 11,665  
      2014       $ 348               $ 3,434                       $ 7,800               $ 11,582  
      2013       $ 508                               $ 250,000 (c)     $ 7,650               $ 258,158  

Sean Menke

      2015       $ 792                               $ 58,805 (d)     $ 8,308               $ 67,905  

 

  (a) Historically, we paid the dues for a country club membership for certain executive officers, including Mr. Klein. In connection with his promotion to serve as our President and CEO, Mr. Klein relinquished his membership in September 2013. We did not have any of these arrangements for any other executive officer during 2013, 2014 or 2015.

 

  (b) In connection with his joining us as our Executive Vice President and Chief Financial Officer, we paid a relocation company the reported amount for the costs associated with Mr. Simonson’s relocation to Dallas, Texas. In 2013, Mr. Simonson’s relocation benefit totaled $258,690, which includes a tax gross up by us of $62,015 for all applicable taxes relating to such benefit.

 

  (c) In connection with her joining us as our Executive Vice President and Chief Product and Technology Officer, and pursuant to the terms and conditions of her employment agreement, we paid Ms. Kerr the reported amount to reimburse her for the costs associated with her relocation to Dallas, Texas.

 

  (d) In connection with his joining us as our Executive Vice President, Sabre and President, Travel Network, and pursuant to the terms and conditions of his employment agreement, we paid Mr. Menke the reported amount to reimburse him for the costs associated with his relocation to Dallas, Texas.

 

  (e) Represents the value of a recognition award presented to Ms. Kerr by Sabre.

 

(6) Mr. Menke joined us as our Executive Vice President, Sabre and President, Travel Network on October 5, 2014.

 

66                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          EXECUTIVE COMPENSATION  

 

2015 Grants of Plan-Based Awards Table

 

The following table sets forth, for each of the named executive officers, the plan-based awards granted to him or her during 2015.

 

Name   Grant
Date
  Approval
Date (1)
  Estimated
Possible
Payouts
Under
Non-
Equity
Incentive
Plan
Awards
(Target)
($) (2)
  Estimated
Possible
Payouts
Under
Non-
Equity
Incentive
Plan
Awards
(Maximum)
($) (2)
 

Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards

(Target)
(#)

 

Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards

(Maximum)
(#)

  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (5)
  Exercise
or Base
Price of
Option
Awards
($/sh)
  Grant
Date
Fair
Value
of Stock
and
Option
Awards
($) (6)

Tom Klein

                        $ 1,405,385       $ 2,810,770                                                    
      04/03/2015         03/09/2015                             93,126 (3)       186,252 (3)                            
      03/13/2015         02/06/2015                                                 236,192       $ 22.15       $ 1,268,351  
      03/13/2015         02/06/2015                             236,192 (4)                                   $ 5,231,653  

Richard Simonson

            $ 511,385       $ 1,022,770                      
      04/03/2015         03/09/2015                 62,084 (3)       124,168 (3)                
      03/13/2015         02/06/2015                         72,674       $ 22.15       $ 390,259  
      03/13/2015         02/06/2015                 72,674 (4)                 $ 1,609,729  

Hugh Jones

                        $ 386,154       $ 772,308                                                    
      04/03/2015         03/09/2015                             62,084 (3)       124,168 (3)                            
      03/13/2015         02/06/2015                                                 54,506       $ 22.15       $ 292,697  
      03/13/2015         02/06/2015                             54,506                                     $ 1,207,308  

Deborah Kerr

            $ 460,923       $ 921,846                      
      04/03/2015         03/09/2015                 62,084 (3)       124,168 (3)                
      03/13/2015         02/06/2015                         50,872       $ 22.15       $ 273,183  
      03/13/2015         02/06/2015                 50,872 (4)                 $ 1,126,815  

Sean Menke

                        $ 216,750       $ 433,500                                                    
      10/15/2015         08/29/2015                             36,021 (3)       72,042 (3)                            
      10/15/2015         08/29/2015                                                 84,653       $ 29.23       $ 625,586  
      10/15/2015         08/29/2015                             84,653 (4)                                   $ 2,474,407  

 

(1) Date of Compensation Committee approval of the reported awards.

 

(2) The amounts reported reflect the target and maximum annual cash incentive opportunities payable to the named executive officer under the 2015 EIP. For each of the named executive officers, funding of these non-equity incentive plan awards began upon achievement of 90% of the target performance level with maximum funding (200% of target funding) upon the achievement of 123% of the target performance level. The target and maximum cash opportunity for Mr. Menke represents 50% of his full year target annual cash incentive opportunity.

 

(3) The reported values reflect the target and maximum number of Long-Term Stretch Units granted in 2015 that the named executive officers could receive under the Long-Term Stretch Program and do not represent cash payout values. Pursuant to the design of the Long-Term Stretch Program, the threshold and target number of Long-Term Stretch Units is the same. The target and maximum number of units for Mr. Menke is prorated based on the portion of the performance period remaining at the time he joined us.

 

(4)

The performance-based restricted stock unit awards granted on March 13, 2015 under the 2014 Omnibus Plan to Messrs. Klein, Simonson and Jones and Ms. Kerr vest as to 25% of the shares of our common stock subject to each such award on March 15 in each of calendar years 2016, 2017, 2018, and 2019, with the total number of units eligible to vest being a minimum of 50% and a maximum of 100%, contingent upon our achievement of a 90% or greater of the revenue target level established for 2014 as determined by our Board of Directors, consistent with the annual business plan for such fiscal year,

 

  LOGO   Sabre Corporation     2016 Proxy Statement                67


Table of Contents
  EXECUTIVE COMPENSATION          

 

  subject to each named executive officer’s continued employment through each such vesting date. The restricted stock unit award granted effective October 15, 2015 under the 2014 Omnibus Plan to Mr. Menke as part of his employment agreement vests as to 25% of the shares of our common stock on October 15 in each of calendar years 2016, 2017, 2018 and 2019, subject to his continued employment through each vesting date.

 

(5) All options to purchase shares of our common stock granted to the named executive officers in 2015 were granted under our 2014 Omnibus Plan and are subject to time-based vesting conditions. Each of these options has an exercise price equal to the fair market value of the shares of our common stock on the date of grant and a term of 10 years. With respect to the options granted on March 13, 2015, 25% of the shares of our common stock subject to each such option vests on March 13, 2016 and as to 6.25% of such shares at the end of each successive three-month period thereafter, subject to the named executive officer’s continued employment through each vesting date. The option granted effective October 15, 2015 under the 2014 Omnibus Plan to Mr. Menke as part of his employment agreement vests as to 25% of the shares of our common stock subject to each such option on the first anniversary of the date of grant and as to 6.25% of such shares at the end of each successive three-month period thereafter, subject to his continued employment through each vesting date.

 

(6) These amounts reflect the aggregate grant date fair value of option and stock awards computed in accordance with ASC Topic 718. The fair value of each option award was estimated on the date of grant using the Black-Scholes option-pricing model, which generated a Black-Scholes-computed value of $5.37 per share on March 13, 2015, and $7.39 per share on October 15, 2015.The grant date fair value of the Long-Term Stretch Units granted in 2015 is based on the performance threshold that the Compensation Committee believed to be probable of achievement at the date of grant, not the amounts that may be realized by the named executive officers with respect to these awards. The amounts shown in this column for the Long-Term Stretch Units reflect that, as of the grant date, the Compensation Committee believed that these awards were not probable of achievement of the entry level on the grant date.

 

68                LOGO   Sabre Corporation     2016 Proxy Statement    


Table of Contents
          EXECUTIVE COMPENSATION  

 

2015 Outstanding Equity Awards at Fiscal Year-End Table

 

The following table sets forth, for each of the named executive officers, the equity awards outstanding as of December 31, 2015.

 

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

Tom Klein

      6/11/2007         229,712               $ 5.00         6/11/2017                      
      1/31/2008         22,500               $ 5.00         1/31/2018                      
      1/31/2008         11,250 (2)             $ 5.00         1/31/2018                      
      3/31/2009         400,000               $ 3.00         3/31/2019                      
      3/31/2009         164,250               $ 3.00         3/31/2019                      
      3/23/2010         350,000               $ 5.23         3/23/2020                      
      12/3/2012         30,000         10,000 (5)     $ 9.97         12/03/2022                      
      8/15/2013         161,332         37,231 (6)     $ 13.22         8/15/2023                      
      10/25/2013         162,679         37,542 (6)     $ 14.01         10/25/2023                      
      4/17/2014         115,489         148,486 (4)     $ 16.68         4/17/2024                      
      3/13/2015                 236,192 (4)     $ 22.15         3/13/2025                      
      12/3/2012                                                 10,000 (3)     $ 279,700  
      8/15/2013                                                 33,094 (3)     $ 925,639  
      10/25/2013                                                 39,015 (3)     $ 1,091,250  
      4/17/2014                                                 171,988 (3)     $ 4,810,504  
      3/13/2015                                                 236,192 (3)     $ 6,606,290  
      4/3/2015                                                 93,126 (7)     $ 2,604,734 (8)

Richard Simonson

      3/11/2013         352,500         187,500 (5)     $ 9.97         3/11/2023          
      4/17/2014         29,438         37,850 (4)     $ 16.68         4/17/2024          
      3/13/2015                 72,674 (4)     $ 22.15         3/13/2025          
      3/11/2013                         150,000 (3)     $ 4,195,500  
      4/17/2014                         43,840 (3)     $ 1,226,205  
      3/13/2015                         72,674 (3)     $ 2,032,692  
      4/3/2015                         62,084 (7)     $ 1,736,489 (8)

Hugh Jones

      1/31/2008         22,500               $ 5.00         1/31/2018                      
      1/31/2008         3,750               $ 5.00         1/31/2018                      
      3/31/2009         525,000               $ 3.00         3/31/2019                      
      3/31/2009         40,050               $ 3.00         3/31/2019                      
      3/23/2010         350,000               $ 5.23         3/23/2020                      
      12/3/2012         30,000         10,000 (5)     $ 9.97         12/03/2022                      
      4/17/2014         19,248         24,748 (4)     $ 16.68         4/17/2024                      

 

  LOGO   Sabre Corporation     2016 Proxy Statement                69


Table of Contents
  EXECUTIVE COMPENSATION          

 

Name   Date of Grant of
Equity Award
  Option
Awards—
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (1)
  Option
Awards—
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable (1)
  Option
Awards—
Option
Exercise
Price ($)
  Option
Awards—
Option
Expiration
Date
  Equity
Incentive
Plan
Awards—
Number of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not
Vested (#)
  Equity
Incentive
Plan
Awards—
Market
or
Payout
Value of
Unearned
Shares,
Units,
Other
Rights
That
Have
Not
Vested
($)
      3/13/2015                 54,506 (4)     $ 22.15         3/13/2025                      
      12/3/2012                                                 10,000 (3)     $ 279,700  
      4/17/2014                                                 28,665 (3)     $ 801,760  
      3/13/2015                                                 54,506 (3)     $ 1,524,533  
      4/3/2015