Sabre Corporation
Sabre Corp (Form: PRE 14A, Received: 03/21/2017 17:09:48)
Table of Contents

 

 

SCHEDULE 14A

PROXY STATEMENT

Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Under Rule 14a-12

Sabre Corporation

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

  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 2017 Annual Meeting

of Stockholders and

Proxy Statement


Table of Contents

LOGO

April 7, 2017

Dear Fellow Stockholders:

We are pleased to invite you to the 2017 Annual Meeting of Stockholders. The meeting will be held on Wednesday, May 24, 2017, 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 may vote using the proxy form by completing, signing, and dating it, then returning it by mail. Also, most of our stockholders can submit their vote by telephone or through the Internet. If telephone or Internet voting is available to you, instructions will be included on your proxy form. Additional information about voting your shares is included in the proxy statement.

This year, you’ll notice that we are utilizing rules that allow companies to furnish proxy materials to stockholders on the Internet. We believe furnishing proxy materials in this manner allows us to continue to make this information available to our stockholders, while reducing printing and delivery costs and acting in a sustainable manner.

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

Sincerely,

 

LOGO

Larry Kellner

Executive Chairman of the Board

  

LOGO

Sean Menke

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 24, 2017, at our Global Headquarters, 3150 Sabre Drive, Southlake, Texas 76092, for the following purposes:

 

1. To elect Renée James , Gary Kusin, Sean Menke and Greg Mondre 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, 2017,

 

3. To amend our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to facilitate the implementation of a majority vote standard in uncontested elections of directors, 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 (1)  FOR the election of directors named in this proxy statement from the Class of 2017, (2) FOR ratification of the appointment of our independent auditors, and (3)  FOR the amendment of our Certificate of Incorporation to facilitate the implementation of a majority vote standard in uncontested elections of directors.

Only stockholders of record at the close of business on March 27, 2017 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 by using the Internet or telephone or by signing, dating and returning your proxy form.

By order of the Board of Directors.

 

 

LOGO

Steve Milton

Corporate Secretary

April 7, 2017

 

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be Held on May 24, 2017

This proxy statement and the 2016 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

Notice of Electronic Availability of Proxy Statement and Annual Report

      3

How to Vote

      4

How to Revoke Your Vote

      5

Quorum

      5

Votes Required

      5

Abstentions and Broker Non-Votes

      5

Solicitation of Proxies

      6

Other Business

      6

 

CORPORATE GOVERNANCE

      7

 

Corporate Governance Guidelines

      7

Board Leadership Structure

      7

Principal Stockholders

      7

Stockholders’ Agreement

      8

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

      25

 

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS

      28

 

Principal Accounting Firm Fees

      28

Audit Committee Approval of Audit and Non-Audit Services

      28

Audit Committee Report

      29

 

PROPOSAL 3: AMENDMENT OF CERTIFICATE OF INCORPORATION TO FACILITATE THE IMPLEMENTATION OF A MAJORITY VOTE STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS

      31

 

Current Voting Standard

      31

Rationale for Implementation of Majority Vote Standard

      31

Proposed Implementation of the Majority Vote Standard

      31

 

COMPENSATION DISCUSSION AND ANALYSIS

      33

 

Management Changes in 2016

      33

Executive Summary

      33

 

  LOGO   Sabre Corporation     2017 Proxy Statement                i


Table of Contents
  TABLE OF CONTENTS          

 

Compensation Philosophy and Objectives

      37

2016 Total Direct Compensation Mix

      37

Compensation-Setting Process

      39

Compensation Elements of Total Direct Compensation

      42

Compensation of Executive Chairman

      51

Employment Agreements

      51

Other Compensation Policies and Programs

      53

Tax and Accounting Considerations

      55

Compensation Committee Report

      56
EXECUTIVE COMPENSATION       57

2016 Summary Compensation Table

      57

2016 Grants of Plan-Based Awards Table

      59

2016 Outstanding Equity Awards at Fiscal Year-End Table

      61

2016 Options Exercised and Stock Vested Table

      64

2016 Pension Benefits Table

      64

2016 Nonqualified Deferred Compensation Table

      67

Employment Agreements

      67

Potential Payments upon Termination or Change in Control

      73
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT       82
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS       85

Stockholders’ Agreement

      85

Registration Rights Agreement

      85

Management Stockholders’ Agreement

      86

Tax Receivable Agreement

      86

Certain Relationships

      88
OTHER INFORMATION       89

Section 16(a) Beneficial Ownership Reporting Compliance

      89

2018 Stockholder Proposals

      89

Annual Meeting Advance Notice Requirements

      89

Householding

      89
APPENDIX A: Proposed Amendment to Certificate of Incorporation       A-1
APPENDIX B: Proposed Amendment to Bylaws       B-1
APPENDIX C: Reconciliations of Non-GAAP and GAAP Financial Measures       C-1

 

ii                LOGO   Sabre Corporation     2017 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 Renée James, Gary Kusin, Sean Menke and Greg Mondre 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 2017    FOR
   

3. Amendment of Certificate of Incorporation

  Amendment of our Certificate of Incorporation to facilitate the implementation of a majority vote standard in uncontested elections of directors    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

Renée James

Former President,

Intel Corporation

 

  Audit Committee

  Technology Committee

 

 

 

  Audit Committee financial expert

  Extensive strategy and operating experience in the technology industry

  Deep enterprise software and industry insights

     

Gary Kusin

Independent Consultant

 

  Compensation Committee (Chair)

  Governance and Nominating Committee

   

  Substantial expertise in executive management and corporate governance

  Extensive experience as an investor, director and an executive officer of major corporations

 

  LOGO   Sabre Corporation     2017 Proxy Statement                1


Table of Contents
  PROXY STATEMENT SUMMARY          

 

Name and Occupation  

Committee

Roles

  Independent   Experience Highlights
     

Sean Menke

President and CEO,

Sabre Corporation

 

  Executive Committee

  Technology Committee

   

  Extensive travel industry experience

  Substantial leadership experience as an executive officer of airline companies

     

Greg Mondre

Managing Partner and

Managing Director,

Silver Lake

 

  Compensation Committee

  Executive Committee

  Governance and Nominating Committee

 

 

 

  Extensive experience investing in the technology sector

  Specialized knowledge and experience in portfolio management, analyzing potential acquisitions, raising equity, and setting corporate strategy

Amendment of Certificate of Incorporation

 

We are proposing to amend our Certificate of Incorporation to facilitate the implementation in our Bylaws of a majority vote standard in uncontested elections. Under a majority vote standard in uncontested elections, each vote is required to be counted “for” or “against” the director’s election. To be elected, votes cast “for” a nominee’s election must exceed the votes cast “against” the nominee’s election. The Board of Directors recommends that stockholders vote FOR the proposed amendment of our Certificate of Incorporation.

 

2                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          INFORMATION ABOUT OUR ANNUAL MEETING  

 

LOGO

PROXY STATEMENT

for the Annual Meeting of Stockholders

to be held on May 24, 2017

INFORMATION ABOUT OUR ANNUAL MEETING

Date, Time and Place of Meeting

 

Our 2017 Annual Meeting will be held on Wednesday, May 24, 2017, 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 government-issued 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 government-issued photo identification, to the Annual Meeting. If you are a representative of an entity that owns shares, you must bring a form of government-issued 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 government-issued 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 27, 2017 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, [ ] 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  7, 2017.

Notice of Electronic Availability of Proxy Statement and Annual Report

 

As permitted by rules of the Securities and Exchange Commission (“SEC”), we are making this proxy statement and our annual report available to our stockholders electronically via the Internet. This reduces

 

  LOGO   Sabre Corporation     2017 Proxy Statement                3


Table of Contents
  INFORMATION ABOUT OUR ANNUAL MEETING          

 

printing and delivery costs and supports our sustainability efforts. You may have received in the mail a “Notice of Electronic Availability” explaining how to access this proxy statement and our annual report on the Internet and how to vote online. If you received this Notice but would like to receive a paper copy of the proxy materials, you should follow the instructions contained in the Notice for requesting these materials.

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

 

  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 that received printed proxy materials 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.

Please note that if you received a Notice of Electronic Availability as described above, you cannot vote your shares by filling out and returning the Notice. Instead, you should follow the instructions contained in the Notice on how to vote by using the Internet or telephone.

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 signed 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 the amendment of our Certificate of Incorporation to facilitate the implementation of a majority vote standard in uncontested elections of directors.

 

4                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          INFORMATION ABOUT OUR ANNUAL MEETING  

 

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 previously submitted 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.

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: Amendment of Certificate of Incorporation . The affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of capital stock entitled to vote 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 Item 2, 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 this proposal. For Item 3, because the affirmative vote of the holders of at least 75% of the shares entitled to vote at the meeting is required, abstentions will be counted as votes against this proposal.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                5


Table of Contents
  INFORMATION ABOUT OUR ANNUAL MEETING          

 

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 amendment of our Certificate of Incorporation are non-discretionary items and may NOT be voted on by your broker, bank or other nominee absent specific voting instructions from you.

 

  Discretionary Item . The ratification of Ernst & Young LLP as Sabre’s independent registered public accounting firm for the fiscal year ending December 31, 2017 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 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).

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     2017 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 previously served as non-executive Chairman of the Board and, effective December 31, 2016, was elected as Executive Chairman of the Board. Also effective December 31, 2016, Mr. Menke was elected as President and CEO. The current leadership structure is based on the leadership provided by an Executive Chairman of the Board (currently Mr. Kellner) and a full-time CEO (currently Mr. Menke), 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.

In his role as Executive Chairman of the Board, Mr. Kellner continues to provide leadership to the Board by, among other things, working with the CEO to determine the agendas for Board meetings, to ensure proper flow of information to directors, to assist in consideration and Board adoption of Sabre’s long-term and annual operating plans, and to facilitate effective operation of the Board and its committees.

In December 2016, the Board established the position of Lead Director and elected Mr. Peterson to this position. See “Other Corporate Governance Practices and Policies—Lead Director.” We believe that the role played by the Lead Director enhances independent leadership of the Board.

Principal Stockholders

 

The Principal Stockholders own approximately 25.1% of our common stock as of March 15, 2017. See “Security Ownership of Certain Beneficial Owners and Management.” The TPG Funds, the Silver Lake Funds and Sovereign Co-Invest II (as defined below) own approximately 14.3%, 8.6% and 2.2%, respectively, of our common stock as of March 15, 2017.

“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.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                7


Table of Contents
  CORPORATE GOVERNANCE          

 

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 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 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 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 the following individuals to our Board of Directors (with the current expiration date of the directors’ terms indicated): Mr. Bravante (2019), Mr. Kusin (2017) and Mr. Peterson (2018). The Silver Lake Funds have appointed Mr. Mondre (2017) and Mr. Osnoss (2019) to our Board of Directors. Ms. James (2017) 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     2017 Proxy Statement    


Table of Contents
          CORPORATE GOVERNANCE  

 

Board Composition and Director Independence

 

Our Board of Directors is currently comprised of ten directors. 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, 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 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 Executive Chairman of the Board, Lead Director and 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

  

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.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                9


Table of Contents
  CORPORATE GOVERNANCE          

 

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.

The average tenure of our directors is 5.2 years, and the Board of Directors’ gender diversity is 20% women. Since our initial public offering in April 2014, we have elected four new directors.

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 reviewing 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 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.

 

10                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          CORPORATE GOVERNANCE  

 

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 six times in 2016. All of the directors attended in excess of 75% 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 2016 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

               Chair  

 Gary Kusin

      Chair      Member        

 Sean Menke

            Member      Member  

 Greg Mondre

      Member      Member         Member  

 Judy Odom

   Chair              

 Joseph Osnoss

            Chair     

 Karl Peterson

      Member      Chair         Member  

 Zane Rowe

      Member         Member     

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 .

Ad hoc committees may also be designated under the direction of our Board of Directors when necessary to address specific issues. In July 2016, the Board established a CEO search committee, consisting of Lawrence Kellner (Chair), Renée James and Joseph Osnoss, to oversee the search process to identify a CEO and to make a recommendation to the Board and the Compensation Committee regarding this position and compensation.

 

  LOGO   Sabre Corporation     2017 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 SEC for an “audit committee financial expert.”

The Audit Committee met nine times in 2016.

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 the Executive Chairman, our executive officers 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), Greg Mondre, Karl Peterson and Zane Rowe, each of whom is “independent,” as defined under NASDAQ rules. The Compensation Committee met six times in 2016.

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     2017 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 advisors’ 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 Karl Peterson (Chairman), Gary Kusin and Greg Mondre, each of whom is “independent,” as defined under NASDAQ rules. The Governance and Nominating Committee met five times in 2016.

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     2017 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, Sean Menke and Zane Rowe. The Technology Committee met four times in 2016.

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), Sean Menke, Greg Mondre and Karl Peterson. The Executive Committee did not meet in 2016.

Compensation Committee Interlocks and Insider Participation

 

Prior to his designation as Executive Chairman on December 31, 2016, Mr. Kellner served on the Compensation Committee. 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

 

Lead Director

Given Mr. Kellner’s transition from non-executive Chairman to Executive Chairman of the Board, the Board wanted to continue to provide for an independent director leadership role with respect to the Board. As a result, in December 2016, the Board designated Mr. Peterson as Lead Director. Responsibilities of the Lead Director include developing the agenda for and presiding over sessions of the independent directors, calling meetings of the independent directors, coordinating the activities of the independent directors, serving as a liaison between the independent directors, as a group, the Executive Chairman and the Chief Executive Officer, providing input on the agendas and schedules for Board meetings after conferring with the Executive Chairman, speaking on behalf of the Board and chairing Board meetings when the Executive Chairman is not present, and consulting with stockholders at management’s request.

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 .

Code of Business Ethics

We have adopted a Code of Business Ethics, which is the code of conduct applicable to all of our directors, officers and employees. Our Code of Business Ethics became effective in January 2017 and replaced our

 

14                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          CORPORATE GOVERNANCEı  

 

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

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.

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 Executive 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 Sabre Global Integrity Hotline telephone line and a website, each allowing our employees and others to voice their concerns anonymously.

 

  LOGO   Sabre Corporation     2017 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 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 ten members. Four of the current directors have terms that expire at this year’s Annual Meeting (Class of 2017), three have terms that expire at the 2018 Annual Meeting (Class of 2018) and three have terms that expire at the 2019 Annual Meeting (Class of 2019). 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 2020 Annual Meeting of Stockholders (Class of 2020) 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 2017 and of the other directors continuing in office, their ages as of February 28, 2017, 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 28, 2017, public company boards they have served on since January 1, 2012, 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 2017 are current directors standing for reelection.

 

16                LOGO   Sabre Corporation     2017 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 2020 Annual Meeting of Stockholders (Class of 2017)

 

 

RENÉE JAMES

 

  

Sabre committee membership:

Audit Committee and Technology Committee

 

Professional experience:

Ms. James is a strategic, technology leader with broad, international experience. Her capabilities span from setting corporate strategy to managing large scale, complex global operations and P&Ls. Ms. James is currently an Operating Executive with The Carlyle Group. She had a lengthy career with Intel Corporation, where she was the President of the company and co-leader with the CEO in the executive office. Throughout her career at Intel, she held a variety of positions in Software R&D, P&L management, Sales and Manufacturing. Prior to becoming Intel’s President, Ms. James was the Executive Vice President of Intel and the Group General Manager of Software and Services for over a decade of her career. In addition, she has led large scale M&A and the re-structuring and served as Chairman of Intel’s subsidiaries. Early in her career, Ms. James served as chief of staff for founder and former Intel CEO, Andy Grove for several years where she was responsible for corporate strategy. In her role with Carlyle, Ms. James is evaluating new technology investments for the firm as well as advising and working with portfolio companies on their strategic direction and operational efficiency. Ms. James currently serves as the Chairman 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 is also a Trustee of the University of Oregon Foundation.

 

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 2012:

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

 

LOGO

 

  

 

53 ,

Director since August 2015

 

  

 

Former President, Intel Corporation

 

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

 

  LOGO   Sabre Corporation     2017 Proxy Statement                17


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 Fleetpride, Savers, Taco Bueno and TreeHouse.

 

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 2012:

Fossil, Inc. (2011 to 2012)

 

LOGO

 

  

 

65 ,

Director since March 2007

 

  

 

Independent Consultant

 

  
  
  
  
  
  
  
  

 

 

SEAN MENKE

 

  

Sabre committee membership:

Executive Committee and Technology Committee

 

Professional experience:

Mr. Menke was elected President and CEO of Sabre effective December 31, 2016. Prior to that, he served as Sabre’s executive vice president and president of Travel Network. Before joining Sabre in October 2015, Mr. Menke served as executive vice president and chief operating officer of Hawaiian Airlines from October 2014 to October 2015. From 2013 to 2014, he was executive vice president of resources at IHS Inc., a global information technology company. He served as managing partner of Vista Strategic Group, LLC, a consulting firm, from 2012 to 2013 and from 2010 to 2011. From 2011 to 2012, he served as president and chief executive officer of Pinnacle Airlines, and from 2007 to 2010 as president and chief executive officer of Frontier Airlines. Frontier Airlines and Pinnacle Airlines filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in 2008 and 2012, respectively.

 

Director qualifications:

Mr. Menke’s extensive travel technology industry experience and his substantial leadership experience as an executive officer of airline companies make him a valuable asset to our management and our Board of Directors.

 

LOGO

 

  

 

48 ,

Director since December 2016

 

  

 

President and CEO, Sabre Corporation

 

  
  

 

18                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

 

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 2012:

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

 

LOGO

 

  

 

42 ,

Director since March 2007

 

  

 

Managing Partner and Managing Director, Silver Lake

 

  
  
  
  
  

The Board of Directors unanimously recommends a vote FOR the election of the four nominees from the Class of 2017 for director.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                19


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:

Executive Committee (chair)

 

Professional experience:

Mr. Kellner has served as President of Emerald Creek Group, LLC, a private equity firm that he founded, since 2010. In addition, he currently serves as Sabre’s Executive Chairman of the Board. Mr. Kellner previously served as Sabre’s non-executive Chairman of the Board from 2013 to 2016 and is expected to return to this role following his service as Executive Chairman. 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 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 2012:

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

 

LOGO

 

  

 

58,

Director since August 2013

 

  

 

President, Emerald Creek Group, LLC

Executive Chairman of the Board, Sabre Corporation

 

  
  
  
  

 

20                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

 

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 2012:

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

 

LOGO

 

  

 

64 ,

Director since March 2014

 

  

 

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

 

  
  
  
  
  
  

 

  LOGO   Sabre Corporation     2017 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 (chair)

 

Professional experience:

Mr. Peterson is a Senior Partner of TPG and Managing Partner of TPG Pace Group, the firm’s newly formed effort to sponsor SPACs and other permanent capital solutions for companies. He also serves as President and CEO of TPG Pace Holdings. In December 2016, Mr. Peterson was named Lead Director of Sabre’s Board. Since joining TPG in 2004, Mr. Peterson has led investments for the firm in technology, media, financial services and travel sectors and oversaw TPG’s European operations from 2010 until 2017. Prior to 2004, he was a co-founder and the president and CEO of Hotwire.com. 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 Playa Hotels and Resorts, TPG Pace Holdings, TES Global, Saxo Bank, and 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 with significant experience working with public companies, Mr. Peterson brings a keen strategic understanding of our industry and of the competitive landscape for our company.

 

Public company boards served on since 2012:

Pace Holdings Corp. (2015 to 2017), Playa Hotels and Resorts (2017 to present), Caesars Acquisition Company (2013 to present), Norwegian Cruise Line Holdings Ltd. (2008 to 2016) and Caesars Entertainment Corporation (2008 to 2013)

 

LOGO

 

  

 

46,

Director since March 2007

 

  

 

Senior Partner of TPG and Managing Partner, TPG Capital LLP

Lead Director, Sabre Corporation

 

  
  
  
  
  
  
  

 

22                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          PROPOSAL 1: ELECTION OF DIRECTORS  

 

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

 

Term Expiring at the 2019 Annual Meeting of Stockholders (Class of 2019)

 

 

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. In addition, since 2012 he has served as the CEO of Pacific Agricultural Realty, LP, a private equity fund investing in agricultural assets in California. 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 2012:

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

 

 

LOGO

 

  

 

58,

Director since December 2014

 

  

 

Co-founder of Bravante-Curci Investors, LP, Owner of Bravante Produce and CEO of Pacific Agricultural Realty, LP

 

  
  

 

  LOGO   Sabre Corporation     2017 Proxy Statement                23


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 Cegid, Cast & Crew Entertainment Services, and Global Blue. He previously served on the boards of Instinet Incorporated, Interactive Data Corporation, Mercury Payment Systems, and Virtu Financial. 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 2012:

Virtu Financial Inc. (2015 to 2016)

 

 

LOGO

  

 

39 ,

Director since March 2007

 

  

 

Managing Director, Silver Lake

 

  
  
  
  
  
  

 

 

ZANE ROWE

 

  

Sabre committee membership:

Technology Committee and Compensation Committee

 

Professional experience:

Mr. Rowe has served as Chief Financial Officer of VMware, Inc. since March 2016. Before joining VMware, which has been 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 Directors of Pivotal Software, Inc. and 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, provides key contributions to our Board of Directors.

 

LOGO

 

  

 

46,

Director since May 2016

 

  

 

Chief Financial Officer, VMware, Inc.

  

 

24                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          PROPOSAL 1: ELECTION OF DIRECTORS  

 

Director Compensation Program

 

2016 Compensation

Our Board of Directors, based on recommendations by the Compensation Committee, has adopted a formal compensation program for the non-employee members of our Board of Directors who are also not employees of TPG or Silver Lake. When assessing the compensation program, the Compensation Committee, with the assistance of Compensia, compares the design and the compensation elements of the program to that of our peer group. For information regarding our peer group, see “Compensation Discussion and Analysis—Competitive Positioning” below.

For 2016, 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 $30,000, paid quarterly

Compensation Committee chairman annual retainer

  additional $20,000, paid quarterly

Governance and Nominating Committee chairman annual retainer

  additional $15,000, paid quarterly

Audit Committee member annual retainer

  additional $15,000, paid quarterly

Compensation Committee member annual retainer

  additional $10,000, paid quarterly

Governance and Nominating 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.

Prior to his election as Executive Chairman, Mr. Kellner received, as non-executive Chairman of the Board, an annual retainer of $250,000, payable quarterly in arrears and received no additional fees for being a committee chairman or member, and he received an annual restricted stock unit award with a grant date value of $150,000. For information on Mr. Kellner’s compensation as Executive Chairman of the Board, see “Compensation Discussion and Analysis—Compensation of Executive Chairman.”

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 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.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                25


Table of Contents
  PROPOSAL 1: ELECTION OF DIRECTORS          

 

2016 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 2016. Other than as set forth in the table and described more fully below, in 2016 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 resigned from Sabre on December 31, 2016, did not receive any, and Mr. Menke, who began serving as President and CEO on December 31, 2016, does not receive any, compensation for their service as directors, and are not included in this table. For information on the compensation of Mr. Kellner, our Executive Chairman, see “Compensation Discussion and Analysis—Compensation of Executive Chairman” below. The compensation received by Messrs. Kellner, Klein and Menke is presented in the “2016 Summary Compensation Table” below.

 

Director   Fees
Earned or
Paid in
Cash ($)
 

Stock

Awards
($) (1)(2)

  Total ($)

George Bravante, Jr.

    $ 88,750     $ 150,010     $ 238,760

Renée James

    $ 88,750     $ 150,010     $ 238,760

Gary Kusin

    $ 100,000     $ 150,010     $ 250,010

Greg Mondre

                 

Judy Odom

    $ 102,500     $ 150,010     $ 252,510

Joseph Osnoss

                 

Karl Peterson

                 

Zane Rowe

    $ 45,124     $ 400,009     $ 445,133

 

(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 2016, 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 11, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. 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.

 

26                LOGO   Sabre Corporation     2017 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 2016 and the aggregate number of shares of our common stock subject to such outstanding stock and option awards held at December 31, 2016 by the non-employee members of our Board of Directors.

 

Director    Grant Date   

Number of Shares

Subject to Stock or
 Option Award 

 

Number of Shares

Underlying Stock

and Option Awards

Held as of
 December 31, 2016 

George Bravante, Jr.

      03/15/2016       5,398 (a)       5,398

Renée James

      03/15/2016       5,398 (a)       5,398

Gary Kusin

      03/15/2016       5,398       5,398

Greg Mondre

                 

Judy Odom

      03/15/2016       5,398 (a)       5,398

Joseph Osnoss

                 

Karl Peterson

                 

Zane Rowe

      05/25/2016       14,220       12,443

 

  (a) 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. Each of Mr. Bravante and Ms. Odom also earned an aggregate of 129 dividend equivalent shares in 2016 on previously deferred 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.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                27


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, 2017, 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, 2018 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, 2016 and 2015 to our principal accounting firm, Ernst & Young, were as follows (in thousands):

 

    2016   2015

Audit Fees (1)

    $ 5,918     $ 5,854

Audit-Related Fees (2)

    $ 738     $ 948

Tax Fees (3)

    $ 420     $ 179

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, as amended (the “Securities Act”).

 

(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

 

28                LOGO   Sabre Corporation     2017 Proxy Statement    


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 (1) function in the role of management, (2) audit his or her own work, or (3) 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 2016 were pre-approved by the Audit Committee or the Chairman of 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, 2017.

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.”

 

  LOGO   Sabre Corporation     2017 Proxy Statement                29


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, 2016, for filing with the SEC.

AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS

Judy Odom, Chair

George Bravante, Jr.

Renée James

 

30                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
       

  PROPOSAL 3: AMENDMENT OF CERTIFICATE OF INCORPORATION TO FACILITATE  THE IMPLEMENTATION   OF A MAJORITY VOTE STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS  

 

 

PROPOSAL 3: AMENDMENT OF CERTIFICATE OF INCORPORATION TO FACILITATE THE IMPLEMENTATION OF A MAJORITY VOTE STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS

On March 1, 2017, our Board of Directors voted to approve, and to recommend that our stockholders approve, an amendment to our Certificate of Incorporation to facilitate the implementation in our Bylaws of a majority vote standard in uncontested director elections.

Current Voting Standard

 

Our Certificate of Incorporation currently provides that directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Under this standard, the nominees who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be elected.

Rationale for Implementation of Majority Vote Standard

 

The Board has monitored best practices in this area and is aware that many public companies have amended their governance documents to provide for a majority vote standard, rather than a plurality standard. After careful consideration, the Board believes it is in the best interests of Sabre and its stockholders to amend Sabre’s Bylaws to provide for majority voting in uncontested director elections. To facilitate this amendment, the Board has approved, and recommends that stockholders also approve, an amendment to Sabre’s Certificate of Incorporation to eliminate the reference to the plurality voting standard in director elections. The Board has also approved amendments to the Bylaws, subject to stockholder approval and the effectiveness of the amendment to the Certificate of Incorporation, as described below.

Under a majority vote standard in uncontested director elections, each vote is required to be counted “for” or “against” the director’s election. To be elected, votes cast “for” a nominee’s election must exceed the votes cast “against” the nominee’s election. Stockholders will also be entitled to abstain with respect to the election of a director, but abstentions will have no effect on the outcome of a vote. In contested elections, directors will be elected by a plurality of the votes cast.

Proposed Implementation of the Majority Vote Standard

 

Changing the voting standard for director elections requires changes to our governing documents. Section 1(c) of Article VI of our Certificate of Incorporation would be amended to delete references to the plurality voting standard for director elections and to provide that the voting standard in director elections will be set out in our Bylaws. The text of revised Section 1(c), marked to show the proposed deletions and insertions, is attached as Appendix A to this proxy statement. This amendment is subject to approval by stockholders.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                31


Table of Contents

  PROPOSAL 3: AMENDMENT OF CERTIFICATE OF INCORPORATION TO FACILITATE  THE IMPLEMENTATION   OF A MAJORITY VOTE STANDARD IN UNCONTESTED ELECTIONS OF DIRECTOR  

 

       

 

Subject to stockholder approval and the effectiveness of the foregoing amendment to our Certificate of Incorporation, the Board has also unanimously approved amendments to our Bylaws providing for the new voting standard and certain administrative procedures. In addition to providing for the majority vote standard in uncontested elections, the amended Bylaws would set forth the procedures applicable to incumbent directors who fail to receive the requisite vote in any uncontested election. The text of the amended Bylaws showing the proposed deletions and insertions is attached as Appendix B . The amendment to our Bylaws is not subject to stockholder approval.

If approved by our stockholders, the amendment to our Certificate of Incorporation will become effective upon the filing of a certificate of amendment with the Secretary of State of Delaware (which would occur promptly following the 2017 Annual Meeting), whereupon the changes to the Bylaws would also become effective. The new voting standard would first apply to the election of directors at the 2018 Annual Meeting.

The Board of Directors unanimously recommends a vote FOR the amendment of the Certificate of Incorporation to facilitate the implementation of a majority vote standard in uncontested elections of directors.

 

32                LOGO   Sabre Corporation     2017 Proxy Statement    


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, 2016 for our named executive officers. For 2016, our named executive officers were:

 

Name   Position

Lawrence W. Kellner

 

Executive Chairman of the Board (effective December  31, 2016)

Sean Menke

 

President and Chief Executive Officer (effective December  31, 2016)

Former Executive Vice President, Sabre and President, Travel Network (through December  30, 2016)

Richard Simonson

 

Executive Vice President and Chief Financial Officer

Rachel Gonzalez

 

Executive Vice President and General Counsel

Hugh Jones

 

Executive Vice President, Sabre and President, Sabre Airline Solutions

William Robinson, Jr.

 

Executive Vice President and Chief Human Resources Officer

Tom Klein

 

Former President and Chief Executive Officer (through December  30, 2016)

Management Changes in 2016

 

Effective December 31, 2016, (1) Mr. Kellner, who previously served as non-executive Chairman of the Board, was elected Executive Chairman of the Board, (2) Mr. Menke was promoted to President and CEO, and (3) Mr. Klein, who formerly served as President and CEO, stepped down from Sabre. In connection with Mr. Kellner’s appointment as Executive Chairman, we entered into a letter agreement with him that provides for an initial equity grant, a base salary of $500,000 and the opportunity to receive further equity awards, subject to Board approval. See “—Compensation of Executive Chairman.” Because of Mr. Kellner’s arrangement, and the effective date of Mr. Menke’s promotion and Mr. Klein’s resignation, references to our named executive officers’ compensation in this Compensation Discussion and Analysis do not pertain to Mr. Kellner and otherwise address Messrs. Klein’s and Menke’s compensation for the positions of President and CEO and Executive Vice President, Sabre and President, Travel Network, respectively, unless the context otherwise indicates.

Executive Summary

 

Business Overview

In 2016, we delivered a year of strong growth across all of our businesses, although we fell short of our annual incentive compensation targets. Travel Network delivered key agency conversions and increased global share. Airline and Hospitality Solutions executed key implementations and surpassed the billion dollar revenue benchmark for the first time resulting in strong overall revenue and cash flow growth.

We recorded the following financial results for 2016:

 

  For the full year, our total consolidated revenue was $3.373 billion, compared to $2.961 billion for the prior year, a 13.9% increase.

 

    Airline and Hospitality Solutions revenue increased 16.9% to $1.019 billion from $872.1 million in 2015.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                33


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS           

 

 

    Travel Network revenue increased 12.9% to $2.375 billion from $2.103 billion in 2015.

 

  For the full year, net income attributable to common stockholders totaled $242.6 million, a 55.5% decrease from $545.5 million in 2015. Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) totaled $1.047 billion, an 11.2% increase from $941.6 million in 2015.

 

    Airline and Hospitality Solutions Adjusted EBITDA increased 15.0% from 2015 to $372.1 million for the full year of 2016.

 

    Full year Travel Network Adjusted EBITDA increased 10.6% to $970.7 million for 2016.

See Appendix C for a reconciliation of the non-GAAP and GAAP financial measures presented.

2016 Compensation Highlights

We took the following actions with respect to the 2016 compensation of our named executive officers:

 

  Base salaries . Paid annual base salaries, which reflect increases ranging from 0% to 4.5% of the previous levels and that were effective August 2016. See “—Compensation Elements—Base Salary” below. Mr. Menke’s base salary was subsequently increased in connection with his promotion to President and CEO on December 31, 2016.

 

  Annual cash incentive performance measures . Introduced revenue (in addition to Adjusted EBITDA) as a performance measure for 2016 under our Executive Incentive Program (“EIP”), as described in more detail under “—Compensation Elements—Annual Incentive Compensation” below.

 

  Annual cash incentive results . Paid annual cash incentive awards under our EIP consistent with our 2016 financial results in amounts ranging from 39.8% to 76.3% of our named executive officers’ target incentive opportunities.

 

  Equity awards . Granted annual equity awards, including performance-based restricted stock unit awards, in March 2016. The total value of the equity awards granted in March 2016 ranged from $1,800,000 to $5,000,000. See “—Long-Term Incentive Compensation” below.

 

  Compensation Recovery (“Clawback”) policy . Adopted an Executive Compensation Recovery Policy (also referred to as a “clawback” policy), as described in more detail under “—Other Compensation Policies and Programs—Compensation Recovery Policy” below.

 

  CEO promotion . Entered into an employment agreement with Mr. Menke, who was promoted to President and CEO effective December 31, 2016. See “—Employment Agreements—Agreement with Mr. Menke” below.

 

  Appointment of Executive Chairman . Appointed Mr. Kellner as Executive Chairman of the Board, effective December 31, 2016.

 

  Stockholder outreach . We initiated an outreach program to our top institutional stockholders representing approximately 21% of our then outstanding shares of common stock, as discussed under “—Other Compensation Policies and Programs—Stockholder Outreach Program” below.

 

34                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS   

 

Compensation Program Overview

 

What we do   What we don’t do

      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

 

Ñ       No retirement plans . Except for the Sabre, Inc. Legacy Pension Plan (the “LPP”) (which was frozen 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

      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

 

Ñ       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

      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

 

Ñ       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

        Performance -based incentives . We use performance-based annual and long-term incentives

 

Ñ       Limited perquisites . We provide only limited perquisites and other personal benefits to our executive officers

        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

 

Ñ       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

      Stock ownership policy . Our stock ownership policy requirements are 5x base salary for our Executive Chairman and CEO and 3x base salary for our other named executive officers. Named executive officers are required to retain 50% of the net shares from their equity awards until ownership requirements are met

 

Ñ       No stock option repricings . We prohibit the repricing of outstanding options to purchase our common stock without prior stockholder approval

      Clawback policy . We maintain an Executive Compensation Recovery Policy (also referred to as a “clawback” policy)

 

Objectives of Executive Compensation Program

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.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                35


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS           

 

 

  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.

 

  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.

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

At our 2015 Annual Meeting, our executive compensation program received the support of approximately 99% of the shares of our common stock represented at the meeting. The Compensation Committee and the Board view the results of this vote as evidence of stockholder support of our approach to compensating our executive officers, as well as its executive compensation policies.

Also at our 2015 Annual Meeting, our stockholders expressed their preference for the Board’s recommendation to conduct the Say-on-Pay vote every three years. Based on this outcome, the Board determined that the Say-on-Pay vote 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. As a result, the next Say-on-Pay vote is anticipated to occur in 2018, and the next frequency of Say-on-Pay vote is anticipated to occur in 2021.

“Pay-for-Performance” Philosophy

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 annual and long-term incentive compensation awards which are earned contingent on our ability to meet and exceed our annual and long-term objectives. 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 embodied in the following:

 

  A substantial portion of our executive officers’ target cash compensation opportunity is performance-based. For 2016, approximately 60% of the target total cash compensation opportunity of Mr. Klein, who served as our CEO through December 30, 2016, and approximately 46%, on average, of the target total cash compensation opportunities of our other named executive officers (excluding Mr. Kellner) were contingent on meeting and exceeding the financial objectives set forth in our annual operating plan. For 2016, the annual cash incentive awards earned by our named executive officers (excluding Mr. Kellner) were approximately 58%, on average, of their target annual cash incentive opportunities. See “—2016 Total Direct Compensation.”

 

  We grant performance-based restricted stock unit awards to our executive officers. For 2016, the shares of our common stock subject to these performance-based restricted stock unit awards were earned only if we achieved a pre-established revenue target level for 2016 and thereafter will continue to be subject to a time-based multi-year vesting tail. See “—Compensation Elements of Total Direct Compensation—2016 Equity Awards—2016 Performance-Based Restricted Stock Unit Awards.”

 

36                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS   

 

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 our 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 generally apply to the compensation of 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.

 

  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.

 

  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 program with the creation of sustainable long-term stockholder value.

2016 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 target 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

 

  LOGO   Sabre Corporation     2017 Proxy Statement                37


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

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 (excluding Mr. Kellner), with the remainder delivered in the form of annual and long-term incentive compensation and performance bonuses.

 

 

LOGO

 

(1) Includes Mr. Menke’s target total direct compensation as Executive Vice President and President, Travel Network; does not include Mr. Kellner’s compensation or the long-term retention incentive awards granted to Mr. Simonson, Ms. Gonzalez and Mr. Robinson.

In addition, the Compensation Committee believes that target incentive compensation for 2016 was comprised of an appropriate mix of long-term elements (performance-based restricted stock unit awards and stock options) and short-term elements (an annual cash incentive opportunity), consistent with our emphasis on pay-for-performance:

 

 

LOGO

 

(1) Includes Mr. Menke’s target performance incentive compensation as Executive Vice President and President, Travel Network; does not include Mr. Kellner’s compensation or the long-term retention incentive awards granted to Mr. Simonson, Ms. Gonzalez and Mr. Robinson.

 

Mr. Klein’s 2016 Target Total Direct Compensation Mix Other NEO 2016 Target Direct Compensation Mix(1) Mr. Klein’s 2016 Target Performance Incentive Compensation Mix Other NEO 2016 Target Performance Incentive Compensation Mix(1)

 

38                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS   

 

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 our 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 our 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 our named executive officers, is consistent with our executive compensation philosophy and objectives.

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 other executive officers 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 (although, going forward, this will not include the Executive Chairman), including our 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 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 2016, the Compensation

 

  LOGO   Sabre Corporation     2017 Proxy Statement                39


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

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 2016 were as follows:

 

  Assisted in the review 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, including our CEO and the Executive Chairman of the Board.

 

  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 throughout the 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.

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 our named executive officers.

The Compensation Committee, with the assistance of Compensia, reviewed and updated our 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 2016 executive compensation matters:

 

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.

 

40                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS   

 

In selecting this compensation peer group, 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 (at the time of the Compensation Committee’s consideration) between 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.

Competitive 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 for executive positions that may not be available from publicly-available SEC filings 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.

The Compensation Committee, with the assistance of Compensia, reviews the compensation peer group annually.

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 Thresholds . Our annual cash incentive compensation plan, which encourages focus on the achievement of corporate and individual performance objectives for our

 

  LOGO   Sabre Corporation     2017 Proxy Statement                41


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

 

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 requirements, 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 objectives.

 

  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 unit awards are capped at 200% of the target award level.

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 equity-based compensation   Performance-based restricted stock award 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 our 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 our 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.

 

42                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS   

 

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 our 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.

2016 Base Salary Decisions

In May 2016, the Compensation Committee reviewed the base salaries of our executive officers, including the following named executive officers, and approved the following base salaries, effective August 2016:

 

Named Executive Officer   Base Salary

Tom Klein

    $ 975,000

Richard Simonson

    $ 690,000

Rachel Gonzalez

    $ 507,000

Hugh Jones

    $ 518,000

Sean Menke

    $ 625,000

William Robinson, Jr.

    $ 483,600

In connection with his appointment as our President and CEO effective December 31, 2016, the Compensation Committee increased Mr. Menke’s base salary to $825,000. This increase was based on the Compensation Committee’s review of competitive market data, our desired compensation position for Mr. Menke with respect to the competitive market, and arm’s-length negotiations with him.

The base salaries paid to our named executive officers during 2016 are set forth in the “2016 Summary Compensation Table” below.

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 our 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.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                43


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

Target Annual Cash Incentive Opportunities

For purposes of the 2016 EIP, the target annual cash incentive opportunity for each of our eligible executive officers, including our named executive officers, was expressed as a percentage of his or her base salary paid during 2016 and were as follows:

 

Named Executive Officer   2016 Target
Cash
Incentive
Opportunity
(as a
percentage
of base
salary)
  Potential Payout

Tom Klein

      150 %       0%—200% of opportunity  

Richard Simonson

      100 %       0%—200% of opportunity  

Rachel Gonzalez

      80 %       0%—200% of opportunity  

Hugh Jones

      80 %       0%—200% of opportunity

Sean Menke

      85 %       0%—200% of opportunity  

William Robinson, Jr.

      80 %       0%—200% of opportunity

In connection with his appointment as our President and CEO effective December 31, 2016, the Compensation Committee increased Mr. Menke’s target cash incentive opportunity to 135% of his base salary to $825,000, beginning with the 2017 fiscal year. This increase was based on the Compensation Committee’s review of competitive market data, our desired compensation position for Mr. Menke with respect to the competitive market, and arm’s-length negotiations with him.

The target annual cash incentive opportunities were established by the Compensation Committee based on its consideration of various factors such as each 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, the recommendations of our 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. Based on its review of these factors, the Compensation Committee determined to increase Mr. Simonson’s target percentage for the 2016 EIP from 80% to 100% of his base salary, and kept the other named executive officers’ target percentage at their then-current levels.

 

44                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS   

 

Corporate Performance Measures and Weights

For 2016, the Compensation Committee chose the following as performance measures for the EIP for our named executive officers:

 

2016 Performance
Measure
  Explanation   Reason for Selection
Pre-VCP/EIP Adjusted EBITDA  

EBITDA for 2016, adjusted to exclude:

 Prior period non-cash adjustments

 Restructuring and other costs

 Certain litigation costs (1)

 

For purposes for the 2016 EIP, EBITDA was calculated before making allowance for amounts payable under the Sabre Corporation Variable Compensation Plan, our annual incentive compensation plan for employees at the level below senior vice president

  An important indicator of both corporate and business segment performance and overall profitability

Revenue

 

Revenue for 2016

  A key indicator of our overall growth

 

(1) See Appendix C for additional information on Adjusted EBITDA, including a non-GAAP to GAAP reconciliation. The Compensation Committee approved these adjustments to better reflect the efforts and 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.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                45


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

The Compensation Committee weighted these corporate performance measures for each named executive officer based on whether they had company-wide responsibility or business unit responsibility, as follows:

 

 

LOGO

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.

 

46                LOGO   Sabre Corporation     2017 Proxy Statement    

2016 EIP Performance Measures and Weights


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS   

 

Our Pre-VCP/EIP Adjusted EBITDA and revenue target levels for Sabre as a whole for purposes of the 2016 EIP were $1.152 billion and $3.413 billion, respectively. For each performance measure (corporate and business unit), the Compensation Committee approved a funding formula based on the target level, as follows:

 

  Pre-VCP/EIP Adjusted EBITDA . For both the corporate and business unit measures of Pre-VCP/EIP Adjusted EBITDA, funding begins upon achieving 90% of the target performance level with a maximum funding (200% of target funding) upon achievement of 120% of the target level, as set forth below.

 

 

LOGO

 

  Revenue . For both the corporate and business unit measures of revenue, funding begins at 50% upon achieving 95% of the target performance level with a maximum funding (200% of target funding) upon achievement of 105% of the target level, as set forth below.

 

 

LOGO

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

 

  LOGO   Sabre Corporation     2017 Proxy Statement                47


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

2016 Annual Cash Bonus Decisions

The Compensation Committee determined that we achieved 93.78% of our Pre-VCP/EIP Adjusted EBITDA target and 98.88% of our revenue target. Accordingly, the Compensation Committee approved the cash incentive payments under the 2016 EIP at its meeting in February 2017 for our named executive officers as follows:

 

Named Executive Officer  

2016 Target

Cash Bonus

  Opportunity  

 

2016 Actual

Cash Bonus Payment  

 

2016 Actual Cash
Bonus Payment as

a Percentage of
Target Cash
Bonus Opportunity  

Tom Klein

    $ 1,462,500     $ 876,330       59.9 %

Richard Simonson

    $ 658,108     $ 394,338       59.9 %

Rachel Gonzalez

    $ 394,769     $ 236,546       59.9 %

Hugh Jones

    $ 405,538     $ 161,242       39.8 %

Sean Menke

    $ 518,173     $ 368,110       71.0 %

William Robinson, Jr.

    $ 377,723     $ 226,332       59.9 %

The cash incentives actually paid to our named executive officers for 2016 are set forth in the “2016 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 our 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 our named executive officers, the Compensation Committee considers several 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, the recommendation of our CEO (with respect to our 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 our 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 the members of our compensation peer group, and further mitigates excessive risk incentives by ensuring that we provide incentive compensation with diversified performance measures.

2016 Equity Awards

In February 2016, 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

 

48                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS   

 

each of our named executive officers (other than Mr. Kellner), which were granted in March 2016. For 2016, the Compensation Committee set the long-term incentive compensation award value for each named executive officer, with the size of the award value based on the factors discussed above.

This award value was then divided into two separate grants consisting of a performance-based restricted stock unit award and a time-based stock option for an equal number of shares of our common stock.

 

Named Executive Officer   2016 Target
Equity Award Value
  2016 Target
Amount of
Performance-
Based
Restricted
Stock Units
  2016 Number of
Stock Options Granted

Tom Klein

    $ 5,000,000       148,943       148,943

Richard Simonson

    $ 2,500,000       74,471       74,471

Rachel Gonzalez

    $ 1,800,000       53,619       53,619

Hugh Jones

    $ 1,800,000       53,619       53,619

Sean Menke

    $ 1,800,000       53,619       53,619

William Robinson, Jr.

    $ 1,800,000       53,619       53,619

2016 Performance-Based Restricted Stock Unit Awards

For the performance-based restricted share unit awards granted in 2016, the total number of units eligible to be earned could range from zero to 100% of the number of units granted, depending on the degree to which we achieved the revenue target levels established by the Board of Directors for 2016. The units earned pursuant to the performance-based restricted stock units would then vest in 25% increments each calendar year, beginning in March 2017, subject to continued employment through each vesting date.

 

Percent of 2016 Revenue Target Achieved

  <90%   90%   91%   92%   93%   94%   ³ 95%

Percent of Units Eligible for Vesting

  0%   50%   60%   70%   80%   90%   100%

Our revenue target level for Sabre as a whole for purposes of the performance-based restricted share unit awards granted in 2016 was $3.413 billion.

In February 2017, the Compensation Committee evaluated the results of our revenue performance for 2016. Based on this review, the Compensation Committee determined that our 2016 revenue resulted in 100% of the units becoming eligible for annual vesting as described above.

2016 Stock Option Awards

The stock options granted in 2016 vest over four years, with 25% vesting in March 2017, and 6.25% vesting each quarter thereafter. The Compensation Committee believes that stock options help further align our executive officers’ interest with those of our stockholders and encourage them to remain with us through the multi-year vesting schedule.

2016 Time-Based Restricted Stock Unit Awards

To ensure their continued long-term service, the Compensation Committee granted a time-based restricted stock unit award to Mr. Simonson in June 2016, valued at $3,000,000, and time-based restricted

 

  LOGO   Sabre Corporation     2017 Proxy Statement                49


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

stock unit awards Ms. Gonzalez and Mr. Robinson in December 2016, each valued at $1,125,000. The awards will vest in full on the third anniversary of the date of grant, subject to continued employment through the vesting date. In determining the amount of these awards, the Compensation Committee reviewed competitive market data provided by Compensia and considered the executive officers’ compensation position with respect to the competitive market and the appropriate alignment with the interests of our stockholders.

2016 Promotion Grant to Mr. Menke

In connection with his promotion to President and CEO, on December 15, 2016 Mr. Menke received an equity grant valued at $2,500,000, in an equal number of stock options and restricted stock units. With respect to the stock options, 25% will vest on the first anniversary of the date of grant and 6.25% will vest each quarter thereafter, subject to his continued employment through each vesting date. With respect to the restricted stock unit award, 25% will vest on each anniversary of the date of grant, subject to his continued employment through each vesting date. This award was based on the Compensation Committee’s review of competitive market data, our desired compensation position for Mr. Menke with respect to the competitive market, and arm’s-length negotiations with him.

For additional information on these equity awards, see the “2016 Summary Compensation Table” and the “2016 Grants of Plan Based Awards Table” below

Long-Term Stretch Program

In 2015 the Compensation Committee granted Long-Term Stretch Units under our Long-Term Stretch Program to each of our named executive officers, other than Mr. Kellner. 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. As of December 31, 2016, based on the fair value of these awards as of that date, no benefit had been accrued for financial reporting purposes for these awards under the Long-Term Stretch Program. The Compensation Committee did not grant any Long-Term Stretch Units in 2016.

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 Internal Revenue Code of 1986, as amended (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 our 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.

 

50                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS   

 

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 $5,000 per year (previously, $12,000 per year for Mr. Klein). 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. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

Compensation of Executive Chairman

 

In connection with Mr. Kellner’s election as Executive Chairman of the Board, effective December 31, 2016, we entered into a letter agreement with him, dated as of December 15, 2016. Under the letter agreement, in recognition of, and as compensation for, the executive services he will provide, Mr. Kellner received an equity grant on December 15, 2016, valued at $2,000,000, in an equal value of stock options and restricted stock units. Each of these awards vests in three approximately equal annual installments on the first three anniversary dates of the grant date, subject to his continued provision of services to Sabre through the applicable anniversary date. If (i) Mr. Kellner’s services end prior to the final vesting date for any reason other than his voluntary retirement, or (ii) in the event of a change in control, he will fully vest in any then-unvested portion of the awards.

Mr. Kellner is also eligible to receive further annual equity awards, subject to Board approval. Mr. Kellner also receives annual cash base compensation of $500,000. Mr. Kellner is eligible for reimbursement of reasonable travel and other expenses incurred by him as Executive Chairman. As Executive Chairman, he will not participate in our non-employee director compensation program.

In setting these compensation arrangements, the Compensation Committee and the Board reviewed competitive market data provided by Compensia and considered our desired compensation position for Mr. Kellner with respect to the competitive market.

Employment Agreements

 

We have entered into a written employment agreement with each of our named executive officers, other than Mr. Kellner. 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 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

 

  LOGO   Sabre Corporation     2017 Proxy Statement                51


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

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 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 our named executive officers, see “—Employment Agreements” below.

Employment Agreement with Mr. Menke

In connection with Mr. Menke’s promotion to President and CEO, we entered into an employment agreement with him on December 15, 2016 that was effective on December 31, 2016. This employment agreement terminated Mr. Menke’s prior employment agreement, without any payment or benefit to Mr. Menke in connection with this termination. The employment agreement provides for, among other things, Mr. Menke’s compensation in connection with his promotion, as well as for 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. For additional information on Mr. Menke’s employment agreement, see “— Employment Agreements—Mr. Menke” below.

Post-Employment Compensation

Each of the written employment agreements with our 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 our 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 our 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 our 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 our 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.

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); however, as previously described, the equity awards that Mr. Kellner received in connection with his election as Executive Chairman will fully vest in the event of a change in control, in recognition of the special compensation structure for his role as Executive Chairman as set forth in his letter agreement, as well as the substantial likelihood that his executive officer position would be terminated by an acquirer in the event of a change in control.

 

52                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          COMPENSATION DISCUSSION AND ANALYSIS   

 

Separation Agreement with Mr. Klein

In connection with the announcement of Mr. Klein’s resignation, we entered into a separation agreement (the “Separation Agreement”) with him on June 20, 2016. The Separation Agreement provides for Mr. Klein’s resignation from Sabre effective December 31, 2016 and for his resignation from the Board of Directors also effective as of December 31, 2016. The terms of the Separation Agreement were based on arm’s-length negotiations between the Compensation Committee and Mr. Klein. For additional information on the Separation Agreement, see “— Employment Agreements—Mr. Klein—Separation Agreement” below.

Other Compensation Policies and Programs

 

Stockholder Outreach Program

In 2016, we initiated a stockholder outreach program in which we met with certain of our key institutional stockholders on corporate governance matters. This program helps ensure that the Board and management understand stockholders’ key issues and enables the Board to address them effectively. Our outreach program resulted in discussions with stockholders representing approximately 21% of our outstanding shares as of December 31, 2016. Stockholder feedback regarding our executive compensation program was generally positive, and investors generally voiced support for our executive compensation program and provided important feedback on the design of the 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 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)

Executive Chairman

  Five

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 deferred stock units, restricted stock units or performance share units that may only be settled in shares of 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

 

  LOGO   Sabre Corporation     2017 Proxy Statement                53


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

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 (1) April 17, 2014 (the effective date of our initial public offering) or (2) becoming an executive officer or non-employee member of our Board of Directors, as applicable.

Although the stock ownership policy was adopted in 2014, most of our executive officers already have significant stock ownership in us. The Compensation Committee believes that this stock ownership aligns the financial interests of our executive officers with those of our stockholders.

Compensation Recovery Policy

In July 2016, the Compensation Committee adopted an executive compensation recovery policy (often referred to as a “clawback” policy). The policy addresses when the Compensation Committee will be authorized to cause us to seek to recover erroneously-awarded incentive compensation in the event of an accounting restatement due to material noncompliance with any financial reporting requirements under the federal securities laws. The policy applies to any current or former Section 16 officer during a three-year look-back period. We will further review this policy 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 the Compensation Committee held in the first quarter of each fiscal year and awards are granted 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. In addition to our annual grant pool, we may grant equity awards to our named executive officers at other times during the year in recognition of special events, such as promotions. 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. All stock options must be granted at an option price not less than the “fair market value” of a share of our common stock on the grant date.

 

54                LOGO   Sabre Corporation     2017 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 chief executive officer 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 2016, 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,

 

  LOGO   Sabre Corporation     2017 Proxy Statement                55


Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS          

 

including stock options and stock appreciation rights, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our employees, including our executive officers, and directors 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 employee or director is required to render service in exchange for the stock 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, 2016.

COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS

Gary Kusin, Chair

Greg Mondre

Karl Peterson

Zane Rowe

 

56                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          EXECUTIVE COMPENSATION  

 

EXECUTIVE COMPENSATION

 

2016 Summary Compensation Table

 

The following table sets forth the compensation paid to, received by, or earned during fiscal years 2016, 2015 and 2014 by our named executive officers:

 

 

  Name and  

Principal
Position

 

Fiscal

Year

 

Salary

($)

  Bonus
($) (3)
 

Stock

Awards

($) (4)

  Option
Awards
($) (4)
 

Non-Equity
Incentive Plan
Compensation

($) (5)

 

Change

in Pension
Value and
Non-qualified
Deferred
Compensation
Earnings (6)

 

All Other
Compensation

($) (7)

 

Total

($)

  Lawrence W. Kellner (1)  
  Executive   Chairman       2016     $ 250,000           $ 1,150,019     $ 1,000,001                       $ 2,400,020
  Sean Menke (2)  
  President and   CEO       2016     $ 609,615           $ 3,602,186     $ 697,790     $ 368,110           $ 190,153     $ 5,467,854
      2015     $ 138,462     $ 250,000     $ 2,474,407     $ 625,586     $ 255,000           $ 67,905     $ 3,811,360
  Richard Simonson  

  Executive   Vice   President

  and Chief   Financial   Officer

      2016     $ 671,539           $ 5,069,550     $ 430,442     $ 394,338           $ 24,630     $ 6,590,499
      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
                                   
  Rachel Gonzalez  

  Executive   Vice   President

  and  General   Counsel

      2016     $ 493,462           $ 2,615,070     $ 309,918     $ 236,546           $ 14,964     $ 3,669,960
      2015     $ 471,154     $ 25,000     $ 1,126,815     $ 273,183     $ 398,408           $ 9,009     $ 2,303,569
      2014     $ 125,192     $ 50,000     $ 850,007     $ 849,999     $ 85,632           $ 1,156     $ 1,961,986
                                   
  Hugh Jones  

  Executive   Vice   President,

  Sabre and   President,

  Sabre  Airline   Solutions

      2016     $ 506,923           $ 1,490,072     $ 309,918     $ 161,242     $ 28,000     $ 22,114     $ 2,518,269
      2015     $ 482,692           $ 1,207,308     $ 292,697     $ 414,729           $ 24,180     $ 2,421,606
                                   
                                   
                                   
  William Robinson, Jr.  

  Executive   Vice   President

  and Chief   Human

  Resources   Officer

      2016     $ 472,154           $ 2,615,070     $ 309,918     $ 226,332           $ 23,991     $ 3,647,465
                                   
                                   
                                   
  Tom Klein  

  Former   President  and

  CEO

      2016     $ 975,000           $ 4,139,126     $ 860,891     $ 876,330     $ 30,600     $ 28,524     $ 6,910,471
      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

 

(1) Mr. Kellner was elected Executive Chairman of the Board effective December 31, 2016. He had previously served as non-executive Chairman since 2013 and received compensation as a non-employee director. Other than amounts included in the Stock Award and Option Award columns with respect to the equity grant received by Mr. Kellner on December 15, 2016 in connection with his election as Executive Chairman, amounts represent director compensation paid to or earned by Mr. Kellner.

 

(2) Effective December 31, 2016, Mr. Menke was promoted from Executive Vice President and President, Travel Network to President and CEO.

 

  LOGO   Sabre Corporation     2017 Proxy Statement                57


Table of Contents
  EXECUTIVE COMPENSATION          

 

 

(3) The amounts reported in the “Bonus” column for 2015 and 2014 represent a sign-on bonus paid in 2015 to Mr. Menke and a sign-on bonus paid in 2014 and 2015 to Ms. Gonzalez.

 

(4) The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of the stock-based awards granted to our 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 11, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. 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 our named executive officers from these awards. In addition, Mr. Klein received a grant of 210,000 restricted stock units that will vest subject to his compliance with certain restrictive covenants following the termination of his employment. See “—Employment Agreements—Mr. Klein—Separation Agreement” for more information regarding the Separation Agreement.

 

(5) 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 of Total Direct Compensation—Annual Incentive Compensation” above.

 

 

(6) For 2015, the aggregate values of Messrs. Jones’ and Klein’s pension benefits decreased by $5,000 and $4,300, respectively. Because these amounts decreased, they have been excluded from the table above under the SEC’s regulations. Messrs. Kellner, Menke, Simonson and Robinson and Ms. Gonzalez do not participate in the pension plan.

 

(7) 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

 

Executive

Physical

Examination

 

Financial

Planning

Services

  Relocation  

Section

401(k) Plan

Matching

Contribution

  Other   Total

Lawrence W. Kellner

      2016                                          

Sean Menke

      2016     $ 792     $ 3,898     $ 4,985     $ 164,578 (a)     $ 15,900           $ 190,153
      2015     $ 792                 $ 58,805 (a)     $ 8,308           $ 67,905

Richard Simonson

      2016     $ 832     $ 2,898     $ 5,000           $ 15,900           $ 24,630
      2015     $ 832     $ 2,559     $ 5,000           $ 15,900           $ 24,291
      2014     $ 404     $ 2,826     $ 5,000           $ 15,600           $ 23,830

Rachel Gonzalez

      2016     $ 614     $ 3,850     $ 2,550           $ 7,950           $ 14,964
      2015     $ 614                       $ 7,950     $ 445     $ 9,009
      2014     $ 83                       $ 1,073           $ 1,156

Hugh Jones

      2016     $ 1,214           $ 5,000           $ 15,900           $ 22,114
      2015     $ 1,214     $ 2,066     $ 5,000           $ 15,900           $ 24,180

William Robinson, Jr.

      2016     $ 554     $ 2,537     $ 5,000           $ 15,900           $ 23,991

Tom Klein

      2016     $ 1,214           $ 11,410 (b)           $ 15,900           $ 28,524
      2015     $ 1,214     $ 3,451     $ 5,140           $ 15,900           $ 25,705
      2014     $ 599           $ 7,915           $ 15,600           $ 24,114

 

  (a) In connection with his joining us in October 2015 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 amounts to reimburse him for the costs associated with his relocation to Dallas, Texas.

 

  (b) Includes $3,210 under Mr. Klein’s 2015 benefit for services received in December 2015 and paid in 2016.

 

58                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          EXECUTIVE COMPENSATION  

 

2016 Grants of Plan-Based Awards Table

 

The following table sets forth, for each of our named executive officers, the plan-based awards granted to him or her during 2016.

 

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)
(#) (3)
 

All Other
Option
Awards:
Number of
Securities
Underlying
Options

(#) (4)

  Exercise
or Base
Price of
Option
Awards
($/sh)
 

Grant

Date
Fair

Value
of Stock

and
Option
Awards

($) (5)

Lawrence W. Kellner

      03/15/2016       01/30/2014                           5,398                         $ 150,010
      12/15/2016       12/15/2016                           39,324                         $ 1,000,009
      12/15/2016       12/15/2016                                     214,133     $ 25.43     $ 1,000,001

Sean Menke

            $ 518,173     $ 1,036,346                
      03/15/2016       02/04/2016                   53,619     $ 27.79     $ 309,918
      03/15/2016       02/04/2016               53,619             $ 1,490,072
      12/15/2016       12/15/2016                   83,056     $ 25.43     $ 387,872
      12/15/2016       12/15/2016               83,056             $ 2,112,114

Richard Simonson

                        $ 658,108     $ 1,316,216                                        
      03/15/2016       02/04/2016                                     74,471     $ 27.79     $ 430,442
      03/15/2016       02/04/2016                           74,471                         $ 2,069,549
      06/15/2016       06/07/2016               110,742             $ 3,000,001

Rachel Gonzalez

            $ 394,769     $ 789,539                
      03/15/2016       02/04/2016                   53,619     $ 27.79     $ 309,918
      03/15/2016       02/04/2016               53,619             $ 1,490,072
      12/15/2016       11/30/2016               44,239             $ 1,124,998

Hugh Jones

                        $ 405,538     $ 811,077                                        
      03/15/2016       02/04/2016                                     53,619     $ 27.79     $ 309,918
      03/15/2016       02/04/2016               53,619             $ 1,490,072

William Robinson, Jr.

            $ 377,723     $ 755,446                
      03/15/2016       02/04/2016                   53,619     $ 27.79     $ 309,918
      03/15/2016       02/04/2016               53,619             $ 1,490,072
      12/15/2016       11/30/2016               44,239             $ 1,124,998

Tom Klein

                        $ 1,462,500     $ 2,925,000                                        
      03/15/2016       02/04/2016                                     148,943     $ 27.79     $ 860,891
      03/15/2016       02/04/2016                           148,943                         $ 4,139,126
      12/31/2016       06/16/2016               210,000             $ 5,239,500

 

(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 our named executive officers under the 2016 EIP. See “Compensation Elements of Total Direct Compensation—Annual Incentive Compensation” for information on the funding of these non-equity incentive plan awards.

 

(3)

The restricted stock unit awards granted to Mr. Kellner (1) effective March 15, 2016 under the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (“2014 Omnibus Plan”) were granted pursuant to the non-employee director compensation program and vest in full on the first anniversary of the date of grant, and (2) effective December 15, 2016

 

  LOGO   Sabre Corporation     2017 Proxy Statement                59


Table of Contents
  EXECUTIVE COMPENSATION          

 

  under the Sabre Corporation 2016 Omnibus Incentive Compensation Plan (“2016 Omnibus Plan”) were granted in recognition of, and as compensation for, his services as Executive Chairman and vest in three approximately equal annual installments on the first three anniversary dates of the grant date subject to his continued provision of services through the applicable anniversary date. The performance-based restricted stock unit awards granted on March 15, 2016 under the 2014 Omnibus Plan to our named executive officers vest as to 25% of the shares of our common stock subject to each such award on March 15 in each of calendar years 2017, 2018, 2019, and 2020, 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 2016 as determined by our Board of Directors, consistent with the annual business plan for such fiscal year, subject to each named executive officer’s continued employment through each such vesting date. The restricted stock unit awards granted effective June 15, 2016 to Mr. Simonson and effective December 15, 2016 to Ms. Gonzalez and Mr. Robinson under the 2016 Omnibus Plan vest in full on the third anniversary of the grant date, subject to continued employment through the vesting date. The restricted stock unit award granted effective December 15, 2016 to Mr. Menke under the 2016 Omnibus Plan vests as to 25% of the shares of Sabre common stock subject to such award on December 15 in each of calendar years 2017, 2018, 2019 and 2020, subject to continued employment through the vesting date. The restricted stock award granted effective December 31, 2016 to Mr. Klein under the 2016 Omnibus Plan in connection with his separation from Sabre will vest in full on January 1, 2019 subject to his compliance with the restrictive covenants in his employment agreement and the Separation Agreement.

 

(4) The options granted to Mr. Kellner under the 2016 Omnibus Plan effective December 15, 2016 vest in three approximately equal annual installments on the first three anniversary dates of the grant date subject to his continued provision of services through the applicable anniversary date. All options to purchase shares of our common stock granted to our named executive officers in March 2016 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 15, 2016, 25% of the shares of our common stock subject to each such option vests on March 15, 2017 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 options granted to Mr. Menke under the 2016 Omnibus Plan effective December 15, 2016 vest as to 25% of the shares subject to such options 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 continued employment through each vesting date.

 

(5) 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 $5.78 per share on March 15, 2016 and a value of $4.67 per share on December 15, 2016.

 

60                LOGO   Sabre Corporation     2017 Proxy Statement    


Table of Contents
          EXECUTIVE COMPENSATION  

 

2016 Outstanding Equity Awards at Fiscal Year-End Table

 

The following table sets forth, for each of our named executive officers, the equity awards outstanding as of December 31, 2016.

 

  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 ($)
  Option
 Awards— 
Option
Expiration
Date
  Equity
Incentive
Plan
 Awards— 
Number of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not
Vested
(#) (5)
  Equity
Incentive
Plan
 Awards— 
Market
or
Payout
Value of
Unearned
Shares,
Units,
Other
Rights
That Have
Not
Vested ($)

  Lawrence W. Kellner

      08/30/2013         352,500       37,500 (2)     $ 13.22       08/30/2023                    
      12/15/2016             214,133 (2)     $ 25.43       12/15/2026                    
      08/30/2013                                               30,000 (6)     $ 748,500
      11/13/2015                                               66,667 (7)     $ 1,663,342
      03/15/2016                                               5,398 (8)     $ 134,680
      12/15/2016                       39,324 (9)     $ 981,134

  Sean Menke

      10/15/2015       21,163       63,490 (3)     $ 29.23       10/15/2025        
      03/15/2016             53,619 (4)     $ 27.79       03/15/2026        
      12/15/2016             83,056 (3)     $ 25.43       12/15/2026        
      10/15/2015                       63,490 (10)     $ 1,584,076
      10/15/2015                       36,021 (11)     $ 898,724 (16)
      03/15/2016                       53,619 (12)     $ 1,337,794
      12/15/2016                       83,056 (10)     $ 2,072,247

  Richard Simonson

      03/11/2013       406,500       37,500 (3)     $ 9.97       03/11/2023                    
      04/17/2014       46,260       21,028 (4)     $ 16.68       04/17/2024                    
      03/13/2015       31,794       40,880 (4)     $ 22.15       03/13/2025                    
      03/15/2016             74,471 (4)     $ 27.79       03/15/2026                    
      03/11/2013                                               75,000 (13)     $ 1,871,250
      04/17/2014                                               29,227 (12)     $ 729,214
      03/13/2015                                               54,506 (12)     $ 1,359,925
      04/03/2015                                               62,084 (11)     $ 1,548,996 (16)
      03/15/2016                                               74,471 (12)     $ 1,858,052
      06/15/2016                       110,742 (14)     $ 2,763,013

  Rachel Gonzalez

      10/15/2014       115,489       115,489 (3)     $ 15.36       10/15/2024        
      03/13/2015       22,256       28,616 (4)     $ 22.15       03/13/2025        
      03/15/2016             53,619 (4)     $ 27.79       03/15/2026        
      10/15/2014                       27,670 (10)     $ 690,367
      03/13/2015                       38,154 (12)     $ 951,942
      04/03/2015                       62,084 (11)     $ 1,548,996 (16)
      03/15/2016                       53,619 (12)     $ 1,337,794
      12/15/2016                       44,239 (14)     $ 1,103,763

 

  LOGO   Sabre Corporation     2017 Proxy Statement                61


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 ($)
  Option
 Awards— 
Option
Expiration
Date
  Equity
Incentive
Plan
 Awards— 
Number of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not
Vested
(#) (5)
  Equity
Incentive
Plan
 Awards— 
Market
or
Payout
Value of
Unearned
Shares,
Units,
Other
Rights
That Have
Not
Vested ($)

  Hugh Jones

      12/03/2012       10,001           $ 9.97       12/03/2022                    
      04/17/2014       30,247       13,749 (4)     $ 16.68       04/17/2024                    
      03/13/2015       23,846       30,660 (4)     $ 22.15       03/13/2025                    
      03/15/2016             53,619 (4)     $ 27.79       03/15/2026                    
      12/03/2012                                               5,000 (13)     $ 124,750
      04/17/2014                                               19,110 (12)     $ 476,795
      03/13/2015                                               40,880 (12)     $ 1,019,956
      04/03/2015                                               62,084 (11)     $ 1,548,996 (16)
      03/15/2016                       53,619 (12)     $ 1,337,794

  William Robinson, Jr.

      12/13/2013             74,085 (3)     $ 14.01       12/16/2023        
      04/17/2014             16,175 (4)     $ 16.68       04/17/2024        
      03/13/2015       3,407       30,660 (4)     $ 22.15       03/13/2025        
      03/15/2016             53,619 (4)     $ 27.79       03/15/2026        
      12/16/2013                       24,695 (13)     $ 616,140
      04/17/2014                       22,482 (12)     $ 560,926
      03/13/2015                       40,880 (12)     $ 1,019,956
      04/03/2015                       62,084 (11)     $ 1,548,996 (16)
      03/15/2016                       53,619 (12)     $ 1,337,794
      12/15/2016                       44,239 (14)     $ 1,103,763

  Tom Klein (17)

      12/03/2012       40,000           $ 9.97       12/03/2027                    
      08/15/2013       198,563           $ 13.22       08/15/2023                    
      10/25/2013       200,221           $ 14.01       10/25/2023                    
      04/17/2014       181,482       82,493 (4)     $ 16.68       04/17/2024                    
      03/13/2015       103,334       132,858 (4)     $ 22.15       03/13/2025                    
      03/15/2016             148,943 (4)     $ 27.79       03/15/2026                    
      12/03/2012                                               5,000 (13)     $ 124,750
      08/15/2013                                               16,547 (13)     $ 412,848
      10/25/2013                                               19,508