DEF 14A
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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.
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Title of each class of securities to which transaction applies:

 

     

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Aggregate number of securities to which transaction applies:

 

     

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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):

 

     

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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.

 

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Amount Previously Paid:

 

     

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Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 


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LOGO

Notice of 2022 Annual Meeting

of Stockholders and

Proxy Statement

 


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LOGO

March 17, 2022

Dear Fellow Stockholders:

We are pleased to invite you to the 2022 Annual Meeting of Stockholders. The meeting will be held on Wednesday, April 27, 2022, 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 submit your proxy as soon as possible. You may submit your proxy using the proxy card by completing, signing, and dating it, then returning it by mail. Also, most of our stockholders can submit their proxy by telephone or through the Internet. If telephone or Internet voting is available to you, instructions will be included on your proxy card. Additional information about voting your shares is included in the proxy statement.

As in prior years, 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    LOGO

 

Karl Peterson

  

 

Sean Menke

Chairman of the Board    Chief Executive Officer


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  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 (including any adjournments or postponements, the “Annual Meeting”) of Sabre Corporation, a Delaware corporation, will be held at 9:30 a.m. local time on Wednesday, April 27, 2022, at our Global Headquarters, 3150 Sabre Drive, Southlake, Texas 76092, for the following purposes:

 

1.

To elect George Bravante, Jr., Hervé Couturier, Gail Mandel, Sean Menke, Phyllis Newhouse, Karl Peterson, Zane Rowe, Gregg Saretsky, John Scott, and Wendi Sturgis to our Board of Directors, each to serve a one-year term,

 

2.

To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2022,

 

3.

To approve our 2022 Director Equity Compensation Plan,

 

4.

To hold an advisory vote on the compensation of our named executive officers, and

 

5.

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 the ten nominees for directors named in this proxy statement, (2) FOR ratification of the appointment of our independent auditors, (3) FOR the approval of our 2022 Director Equity Compensation Plan, and (4) FOR the advisory, non-binding vote on the compensation of our named executive officers.

Only stockholders of record at the close of business on March 1, 2022, are entitled to notice of, to attend, and to vote at the Annual Meeting and any adjournments or postponements.


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  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  

 

       

 

Whether or not you expect to attend the Annual Meeting, we encourage you to submit your proxy promptly by using the Internet or telephone or by signing, dating and returning your proxy card.

By order of the Board of Directors.

 

 

LOGO

Steve Milton

Corporate Secretary

March 17, 2022

 

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be Held on April 27, 2022

This proxy statement and the 2021 annual report are available at

www.proxydocs.com/SABR


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  TABLE OF CONTENTS  

 

 

TABLE OF CONTENTS

 

 

PROXY STATEMENT SUMMARY

    1  

 

INFORMATION ABOUT OUR ANNUAL MEETING

    5  

 

Date and Time of Annual Meeting

    5  

Record Date; Mailing Date

    5  

Notice of Electronic Availability of Proxy Statement and Annual Report

    5  

How to Vote

    6  

How to Revoke Your Vote

    7  

Quorum

    7  

Votes Required

    7  

Abstentions and Broker Non-Votes

    8  

Solicitation of Proxies

    8  

Other Business

    8  

 

CORPORATE GOVERNANCE

    9  

 

Corporate Governance Guidelines

    9  

Board Leadership Structure

    9  

Overview of Board Composition

    11  

Board Composition and Director Independence

    12  

Director Nominee Criteria and Process

    13  

Attributes of Current Directors

    14  

Board Tenure

    14  

Board Evaluations

    14  

Diversity of Directors

    15  

Stockholder Nominations for Directors

    15  

Board Meetings and Annual Meeting Attendance

    15  

Board Committees

    16  

Compensation Committee Interlocks and Insider Participation

    19  

Other Corporate Governance Practices and Matters

    19  

 

PROPOSAL 1: ELECTION OF DIRECTORS

    22  

 

General Information

    22  

Certain Information Regarding Nominees for Director

    22  

Director Compensation Program

    31  

 

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS

    34  

 

Principal Accounting Firm Fees

    34  

Audit Committee Approval of Audit and Non-Audit Services

    34  

Audit Committee Report

    35  

 

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PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2022 DIRECTOR EQUITY COMPENSATION PLAN     37  

 

Alignment of 2022 Director Plan with Stockholders’ Interests

    37  

Key Data

    38  

Summary of Terms of the 2022 Director Plan

    38  

New Plan Benefits

    42  

U.S. Federal Income Tax Consequences

    42  

Required Vote

    43  

Equity Compensation Plan Information

    44  

 

PROPOSAL 4: ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

    45  

 

COMPENSATION DISCUSSION AND ANALYSIS

    47  

 

Executive Summary

    47  

Compensation Philosophy and Principles

    53  

2021 Total Direct Compensation Mix

    54  

Compensation-Setting Process

    55  

Compensation Elements of 2021 Total Direct Compensation

    59  

Employment Agreements and Offer Letters

    66  

Post-Employment Compensation

    66  

Other Compensation Policies and Programs

    67  

Tax and Accounting Considerations

    68  

Compensation Committee Report

    70  

 

EXECUTIVE COMPENSATION

    71  

 

2021 Summary Compensation Table

    71  

2021 Grants of Plan-Based Awards Table

    73  

2021 Outstanding Equity Awards at Fiscal Year-End Table

    74  

2021 Option Exercises and Stock Vested Table

    77  

Employment Agreements and Offer Letters

    77  

Potential Payments upon Termination or Change in Control

    77  

CEO Pay Ratio

    82  

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    84  

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    86  

 

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OTHER INFORMATION

    87  

 

Delinquent Section  16(a) Reports

    87  

2023 Stockholder Proposals

    87  

Proxy Access Nominations and Annual Meeting Advance Notice Requirements

    87  

Householding

    88  
APPENDIX A:   Sabre Corporation 2022 Director Equity Compensation Plan     A-1  
APPENDIX B:   Reconciliations of Certain Non-GAAP and GAAP Financial Measures     B-1  

 

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  PROXY STATEMENT SUMMARY  

 

 

LOGO

PROXY STATEMENT SUMMARY

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

Matters for Stockholder Voting

 

 

  Proposal

 

 

Description

 

 

 

Board Voting
Recommendation

 

 

1. Election of directors

  Election of George Bravante, Jr., Hervé Couturier, Gail Mandel, Sean Menke, Phyllis Newhouse, Karl Peterson, Zane Rowe, Gregg Saretsky, John Scott, and Wendi Sturgis to serve a one-year term        FOR these nominees
   

 

2. Ratification of appointment of auditors

 

 

Ratification of the appointment of Ernst & Young LLP as our independent auditors for 2022

 

 

     FOR

 

   

 

3. Approval of our 2022 Director Equity Compensation Plan

 

 

Approval of our 2022 Director Equity Compensation Plan, to replace our 2019 Director Equity Compensation Plan and increase the number of shares authorized for issuance under our equity-based compensation plan for directors

 

 

     FOR

 

   

 

4.Advisory,non-binding vote on the compensation of our named executive officers

 

 

Approval, on an advisory and non-binding basis, of our named executive officers’ 2022 compensation

 

 

     FOR

 

 

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  PROXY STATEMENT SUMMARY  

 

       

 

Information on Director Nominees

 

Information about the ten 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 of these nominees.

 

  Name and Occupation

 

 

 

Committee  
Roles  

 

 

Independent

 

 

Experience Highlights

 

     

George Bravante, Jr.

Co-founder of Bravante-Curci Investors,

LP, Owner of Bravante Produce, and

CEO of Pacific Agricultural Realty, LP

 

 Audit Committee

 Executive Committee

         

 Travel industry experience, as the former Chairman of the Board of ExpressJet Holdings, Inc.

 Investment experience

 Financial and strategic business knowledge

 Audit Committee financial expert

     

Hervé Couturier

President, Kerney Partners

 

 Audit Committee

 Technology Committee

 Executive Committee

         

 Significant experience in the areas of solutions strategy, product strategy, product development, and business management in software-based companies

 Domain experience in the travel industry

 International experience

     

Gail Mandel

Managing Director, Focused Point

Ventures, LLC

 

 Audit Committee

 Technology Committee

         

 Extensive travel and hospitality industry experience

 Significant leadership experience, including in finance and technology implementation

     

Sean Menke

CEO, Sabre Corporation

 

 Technology Committee

 Executive Committee

   

 Extensive travel technology sector experience

 Substantial leadership experience as a former executive officer of airline companies

     

Phyllis Newhouse

Founder and CEO, Xtreme Solutions, Inc.

 

 Audit Committee

 Technology Committee

         

 Deep experience in cybersecurity and information technology fields as the CEO of a cybersecurity firm and as a former United States Army noncommissioned officer that focused on national security

 Significant focus on entrepreneurship, including through the founding of her firm and a nonprofit dedicated to connecting and supporting women on their entrepreneurial journeys

 

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  Name and Occupation

 

 

 

Committee  
Roles  

 

 

Independent

 

 

Experience Highlights

 

     

Karl Peterson

Senior Partner of TPG and Managing

Partner, TPG Pace Group, and

Chairman of the Board, Sabre

Corporation

 

 Compensation Committee

 Executive Committee

 Governance and Nominating Committee

         

 Extensive experience as a director of several travel and technology companies

 Former executive of an airline travel company

 Private equity investor with significant experience working with public companies

     

Zane Rowe

Chief Financial Officer, VMware, Inc.

 

 Compensation Committee

 Technology Committee

         

 Extensive experience in the travel industry and the technology sector

 Financial expertise

 Experience in sales, operations, and strategic roles

     

Gregg Saretsky

Retired President and Chief Executive

Officer, WestJet

 

 Governance and Nominating Committee

 Technology Committee

         

 Deep airline industry experience

 Leadership experience as an executive of airline companies

     

John Scott

Founder and Chairman of Park House

 

 Compensation Committee

 Governance and Nominating Committee

         

 Extensive experience in the hospitality, leisure, and entertainment industries

 Significant experience serving on the boards of private and public companies

     

Wendi Sturgis

Chief Executive Officer, cleverbridge AG

 

 Governance and Nominating Committee

 Technology Committee

         

 Significant cybersecurity, technology and marketing leadership experience

 Extensive executive officer experience, including as a founding executive of a search experience cloud company

2022 Director Equity Compensation Plan

 

We are seeking approval of our 2022 Director Equity Compensation Plan (the “2022 Director Plan”), which our Board of Directors adopted in March 2022, subject to stockholder approval. We currently have the 2019 Director Equity Compensation Plan (the “2019 Director Plan”) in place. We are proposing adoption of the 2022 Director Plan to replace the 2019 Director Plan, which will also increase the number of shares authorized for issuance to our non-employee directors. The 2022 Director Plan is intended to promote the interests of Sabre and our stockholders by providing certain compensation to eligible directors to encourage the highest level of performance by providing them with a proprietary interest in Sabre’s success and progress by granting them awards under the 2022 Director Plan.

 

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  PROXY STATEMENT SUMMARY  

 

       

 

The Board of Directors recommends that stockholders vote FOR the approval of the 2022 Director Plan.

Advisory, Non-Binding Vote on the Compensation of Our Named Executive Officers

 

Stockholders are asked to cast an advisory, non-binding vote on the compensation of our named executive officers, as described in “Compensation Discussion and Analysis” and the executive compensation tables following that section. This is often referred to as a “say-on-pay” proposal.

The Board of Directors recommends that stockholders vote FOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules.

 

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  PROXY STATEMENT  

 

 

LOGO

PROXY STATEMENT

for the Annual Meeting of Stockholders

to be held on April 27, 2022

INFORMATION ABOUT OUR ANNUAL MEETING

Date and Time of Annual Meeting

 

Our 2022 Annual Meeting will be held on Wednesday, April 27, 2022, 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 1, 2022 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, 323,530,762 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 March  17, 2022.

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

 

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  PROXY STATEMENT  

 

       

 

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 submit their proxies using the Internet by going to www.proxypush.com/SABR and following the instructions. Beneficial stockholders may submit their proxies 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 submit their proxies, from within the United States, using any touch-tone telephone by calling (866) 206-5104 and following the recorded instructions. Beneficial owners may submit their proxies, 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 postage-paid envelopes. Beneficial owners may submit their proxies by marking, signing and dating the voting instruction forms provided by their brokers, trusts, banks or other nominees and mailing them in the accompanying postage-paid envelopes.

Please note that if you received a Notice of Electronic Availability, 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 submit a proxy 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 the ten directors named in this proxy statement,

 

 

FOR the ratification of the appointment of our independent auditors,

 

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  PROXY STATEMENT  

 

 

 

FOR the approval of the 2022 Director Equity Compensation Plan, and

 

 

FOR the advisory, non-binding vote on the compensation of our named executive officers.

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 during the Annual 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 each director will be determined by the vote of a majority of the votes cast with respect to that director’s election, requiring the number of votes cast “for” a director’s election to exceed the number of votes cast “against” that director.

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

Item 3: Approval of the 2022 Director Plan. The affirmative vote of the holders of not less than a majority of the voting power of the outstanding common stock entitled to vote and present, in person or by proxy, at the meeting is required.

Item 4: Advisory, Non-binding Vote on the Compensation of Our Named Executive Officers. The affirmative vote of the holders of not less than a majority of the outstanding common stock entitled to vote and present, in person or by proxy, at the meeting is required.

 

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  PROXY STATEMENT  

 

       

 

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 1, because the election of each director requires a majority of votes cast, abstentions and broker non-votes will have no effect on the outcome of the vote. For Items 2, 3 and 4, 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, and there will be no broker non-votes.

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, the approval of the 2022 Director Plan, and the advisory, non-binding vote on the compensation of our named executive officers 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, 2022 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). We have retained Alliance Advisors, LLC to aid in the solicitation at a cost of approximately $22,000 plus reimbursement of out-of-pocket expenses.

Other Business

 

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

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please take the time to submit your proxy 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.

 

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  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 on 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.

This current leadership structure is based on the leadership provided by a non-executive Chairman of the Board (currently Mr. Peterson) and a full-time CEO (currently Mr. Menke), with both positions being subject to oversight and review by Sabre’s Board of Directors.

Mr. Peterson currently serves as non-executive Chairman of the Board. As Chairman of the Board, his duties include:

 

 

leading and overseeing the Board,

 

 

presiding at all meetings of the Board and the stockholders,

 

 

establishing, in consultation with the CEO (and any other executive officers as needed), the schedule and agendas for meetings of the Board,

 

 

defining the scope, quality, quantity, and timeliness of the flow of information between management and the Board, including Board meeting materials, that is necessary for the Board to effectively and responsibly perform its duties,

 

 

advising the Board committee chairs in fulfilling their designated roles and responsibilities to the Board,

 

 

facilitating discussions among directors both during and between Board meetings and serving as a liaison between the Board and the CEO,

 

 

advising the CEO on strategic matters, including regular discussions on key acquisitions, divestitures, significant company developments, and other items requiring Board approval or oversight,

 

 

developing the agenda for and presiding over Board executive sessions, as well as providing feedback and perspective to the CEO regarding discussions at these sessions and working with the CEO to address any feedback,

 

 

overseeing the Board’s review and approval of the CEO’s annual goals and objectives for Sabre,

 

 

leading the Board in the annual performance evaluation of the CEO,

 

 

leading the Board in CEO and senior management succession planning,

 

 

managing the Board’s oversight and approval of Sabre’s annual plan and multi-year outlook,

 

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managing, in coordination with the Compensation Committee, the Board’s oversight of company-wide talent management and diversity,

 

 

managing the Board’s oversight of risks and conflicts of interest, including ensuring appropriate ownership by the full Board or an appropriate Board committee,

 

 

leading the annual Board evaluation and, in coordination with the Governance and Nominating Committee, overseeing the process for Board committee evaluations,

 

 

chairing the Governance and Nominating Committee,

 

 

working with the Governance and Nominating Committee regarding recommendations for Board committee service, including chairing Board committees,

 

 

interviewing, along with appropriate members of the Governance and Nominating Committee, all Board candidates and making recommendations to the Governance and Nominating Committee and the Board regarding these candidates,

 

 

consulting with stockholders, in coordination with the CEO,

 

 

approving the retention of consultants who report directly to the Board, and

 

 

assuming such other responsibilities that the Board or the CEO may designate from time to time.

In March 2022, Mr. Peterson announced his retirement as Chairman of the Board, effective April 28, 2022. With Mr. Peterson’s planned retirement as Chairman of the Board, the Board of Directors considered the relative benefits of combining the Chairman and CEO positions versus retaining separate roles with an independent chairman. After considering the ongoing focus on the implementation of our technology transformation and other strategic initiatives, as well as the perspectives of independent directors and recent governance trends, the Board of Directors unanimously elected Mr. Menke to serve as Chair of the Board effective as of April 28, 2022. Mr. Menke’s extensive travel technology sector experience, substantial leadership experience as a former executive officer of airline companies, as well as his vision for Sabre’s long-term strategy and relationships with our customers, investors and other stakeholders, were important factors in the Board’s decision.

In addition, the Board has elected Mr. Saretsky to the position of independent Lead Director, effective as of April 28, 2022. See “—Lead Director” for more information regarding the responsibilities of the Lead Director position. The Board of Directors believes that Mr. Saretsky’s election as independent Lead Director enhances the strong independent oversight function of the Board of Directors, which is comprised of independent directors, other than Mr. Menke. The Board of Directors further believes that this governance structure provides an effective balance between strong strategic leadership and oversight by independent directors. In connection with Mr. Saretsky’s election as independent Lead Director, it is anticipated that Mr. Saretsky will also serve as Chairman of the Governance and Nominating Committee.

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.

 

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Overview of Board Composition

 

The following charts provide a snapshot of the Board’s composition.

 

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The following matrix provides diversity information regarding the Board as of the date indicated, in accordance with Nasdaq’s rules and based on the voluntary self-identification of members of the Board. As indicated in the table below, the Board has at least two self-identified diverse directors, including three who self-identify as female and one who self-identifies as an underrepresented minority.

 

Board Diversity Matrix (As of March 17, 2022)

Total Number of Directors

 

  11

 

    Female   Male   Non-Binary   Did Not
Disclose
Gender

Part I: Gender Identity

 

               

Directors

 

  3

 

  8

 

  0

 

  0

 

Part II: Demographic Background

 

               

African American or Black

 

  1

 

  0

 

  0

 

  0

 

Alaskan Native or Native American

 

  0

 

  0

 

  0

 

  0

 

Asian

 

  0

 

  0

 

  0

 

  0

 

Hispanic or Latinx

 

  0

 

  0

 

  0

 

  0

 

Native Hawaiian or Pacific Islander

 

  0

 

  0

 

  0

 

  0

 

White

 

  2

 

  8

 

  0

 

  0

 

Two or More Races or Ethnicities

 

  0

 

  0

 

  0

 

  0

 

LGBTQ+

 

  0

 

Did Not Disclose Demographic Background

 

  0

 

Board Composition and Director Independence

 

Our Board of Directors is currently comprised of eleven directors and will be comprised of ten directors following Mr. Kusin’s retirement. 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 thirteen directors, as determined by the affirmative vote of the majority of the Board of Directors then in office.

Our Board of Directors has determined that George Bravante, Jr., Hervé Couturier, Gary Kusin, Gail Mandel, Phyllis Newhouse, Karl Peterson, Zane Rowe, Gregg Saretsky, John Scott, and Wendi Sturgis are independent as defined under the corporate governance rules of Nasdaq. The Board also determined that Renée James, Judy Odom, Joseph Osnoss and John Siciliano were independent as defined under the corporate governance rules of Nasdaq during the period in 2021 in which they served as directors. In making these determinations, the Board of Directors considered the applicable legal standards and any relevant transactions, relationships, or arrangements. See “Certain Relationships and Related Party Transactions.”

 

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Director Nominee Criteria and Process

 

The Board of Directors is responsible for approving candidates for membership to the Board of Directors. The Board of Directors has delegated the screening and recruitment process to the Governance and Nominating Committee, in consultation with our Chairman of the Board and our 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

 Ethical character

 Active participator

 Relationship skills

 Effectiveness

 Independence

 Financial literacy

 Reflection of Sabre values

  

 Leadership experience, including executive and board experience

 Technology or travel industry knowledge

 Financial background

 Diversity, including geographical, industry, function, gender, race, or ethnicity

 International experience

 Marketing or sales background

 Other functional expertise

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

The Governance and Nominating Committee recommends nominees to the Board of Directors to fill any vacancies. As provided in our Certificate of Incorporation, the Board of Directors elects a new director when a vacancy occurs between annual meetings of stockholders. The Governance and Nominating Committee also recommends to the Board of Directors any new appointments and nominees for election as directors at our Annual Meetings.

 

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Attributes of Current Directors

 

The Governance and Nominating Committee believes that each of our current directors possesses all of the general attributes described above. The following chart provides an overview of the specific attributes described above we believe are applicable to our current directors.

 

 

 

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In the chart above, the diversity attribute includes geographical, gender identity, racial/ethnic, and demographic diversity. See “Certain Information Regarding Nominees for Director” for additional information regarding director qualifications.

Board Tenure

 

The Governance and Nominating Committee believes that Board tenure is important, as we seek to achieve the appropriate balance in years of service. New directors provide fresh perspectives, while longer serving directors provide a deep knowledge of the company. Our current Board has an average tenure of 5 years.

Our Corporate Governance Guidelines provide that directors will not stand for re-election after reaching age 74. This guideline may be waived in individual cases by the Governance and Nominating Committee.

Board Evaluations

 

The Governance and Nominating Committee oversees annual performance evaluations of the Board and its committees, and the Board and each committee conducts an annual evaluation. The Governance and Nominating Committee further assesses the individual contributions of directors recommended for re-election, as well as considers the overall composition of the Board and its committees, including whether the directors have an appropriate mix of the attributes described above in order to function effectively and taking into account any anticipated future needs of the Board.

 

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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. As discussed under “Other Corporate Governance Practices and Matters,” our Bylaws provide for proxy access stockholder nominations of director candidates. Stockholders who wish to nominate directors under our proxy access Bylaw provisions or who wish to nominate directors who are not intended to be included in our proxy materials should refer to the information under “Other Information—Proxy Access Nominations and Annual Meeting Advance Notice Requirements.”

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 five times in 2021. 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. Our 2021 Annual Meeting was attended by all of our directors then in office.

 

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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.

  Chair(1)  

 

 

 

 

 

  Member
         

  Hervé Couturier

  Member  

 

 

 

  Chair   Member
         

  Gary Kusin

 

 

  Member  

 

 

 

 

 

         

  Gail Mandel

  Member(1)  

 

 

 

  Member  

 

         

  Sean Menke

 

 

 

 

 

 

  Member   Member
         

  Phyllis Newhouse

  Member  

 

 

 

  Member  

 

         

  Karl Peterson

 

 

  Member   Chair  

 

  Chair
         

  Zane Rowe

 

 

  Member  

 

  Member  

 

         

  Gregg Saretsky

 

 

 

 

  Member   Member  

 

         

  John Scott

 

 

  Chair   Member  

 

  Member
         

  Wendi Sturgis

 

 

 

 

  Member   Member  

 

 

(1)

Audit Committee financial expert.

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.

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,

 

 

the implementation and effectiveness of Sabre’s disclosure controls and procedures,

 

 

review of our cybersecurity and other information technology risks, controls, and procedures, and

 

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the evaluation of enterprise risk issues, including overseeing risks to Sabre related to the items listed above, and reviewing Sabre’s procedures with respect to risk management.

The members of the Audit Committee are George Bravante, Jr. (Chairman), Hervé Couturier, Gail Mandel, and Phyllis Newhouse. Each of these individuals is “independent,” as defined under Nasdaq rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors has determined that each director appointed to the Audit Committee is financially literate and that Mr. Bravante and Ms. Mandel meet 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 2021.

Compensation Committee

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

 

 

the operation of our executive compensation program,

 

 

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

 

 

the establishment and annual review of any stock ownership guidelines applicable to our 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,

 

 

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, and

 

 

the evaluation and oversight risks to Sabre and its business implied by Sabre’s compensation program, taking into account Sabre’s business strategy.

The members of the Compensation Committee are John Scott (Chairman), Gary Kusin, Karl Peterson, and Zane Rowe, each of whom is “independent,” as defined under Nasdaq rules. The Compensation Committee met five times in 2021.

Committee Consultant

The Compensation Committee’s charter provides that the Compensation Committee has the authority to retain advisors, including compensation consultants, to assist in its work. The Compensation Committee believes that a compensation consultant can provide important market information and perspectives that can help it 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.

Effective September 2021, the Compensation Committee engaged Korn Ferry, a national compensation consulting firm, to assist it with compensation matters. Although Korn Ferry provides services to Sabre, including executive search, leadership and talent services Korn Ferry has confirmed that, due to their

 

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limited nature, providing these services does not impact its independence. The Compensation Committee has limited the amount of these services, and in 2021 they amounted to $597,040. Korn Ferry reports directly to the Compensation Committee, and the Compensation Committee may replace Korn Ferry or hire additional consultants at any time. One or more representatives of Korn Ferry attends Compensation Committee meetings and communicates with the Chairman of the Compensation Committee, as well as other Compensation Committee members, between meetings from time to time.

The Compensation committee previously had engaged Compensia, a national compensation consulting firm, to assist it with compensation matters. Compensia had no other business relationship with Sabre and received no payments from us other than fees for services to the Compensation Committee. Compensia reported directly to the Compensation Committee.

The Compensation Committee has assessed the independence of Korn Ferry and 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 Korn Ferry performs for the Compensation Committee or existed with respect to the work that Compensia performed for the Compensation Committee.

Compensation Policies and Practices Risk Assessment

At the request of the Compensation Committee, Compensia assessed the risk profile of Sabre’s executive compensation programs and management assessed the risk profile of Sabre’s other compensation programs. Based on these reviews, 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 Sabre,

 

 

leadership of the annual review of the Board of Directors’ performance,

 

 

risks to Sabre associated with corporate governance, including Board leadership structure, succession planning, and other related governance matters, and

 

 

environmental, social and governance (“ESG”) matters applicable to Sabre.

The members of the Governance and Nominating Committee are Karl Peterson (Chairman), Gregg Saretsky, John Scott, and Wendi Sturgis. Each of these individuals is “independent,” as defined under Nasdaq rules. The Governance and Nominating Committee met five times in 2021.

 

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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,

 

 

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

 

 

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

 

 

in coordination with the Audit Committee, risks related to the quality and effectiveness of Sabre’s information technology security, data privacy, and disaster recovery capabilities.

The members of the Technology Committee are Hervé Couturier (Chairman), Gail Mandel, Sean Menke, Phyllis Newhouse, Zane Rowe, Gregg Saretsky, and Wendi Sturgis. The Technology Committee met four times in 2021.

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 Karl Peterson (Chairman), George Bravante, Hervé Couturier, Sean Menke, and John Scott. The Executive Committee did not meet in 2021.

Compensation Committee Interlocks and Insider Participation

 

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

Other Corporate Governance Practices and Matters

 

Proxy Access

In 2020, the Board of Directors amended our Bylaws to implement proxy access. The proxy access provisions in our Bylaws generally permit a stockholder or group of up to 20 stockholders owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to the greater of 20% of the Board of Directors or two individuals, provided that such stockholders and nominees satisfy the requirements specified in the Bylaws.

 

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Simple Majority Voting Provisions

In 2019, stockholders approved an amendment to our Certificate of Incorporation that eliminated the supermajority voting provisions contained in our Certificate of Incorporation in favor of simple majority voting requirements contained in our Certificate of Incorporation.

Annual Election of Directors

In 2018, stockholders approved amendments to our Certificate of Incorporation to provide that directors will be elected on an annual basis instead of for staggered terms of three years each. Under the amendment, as of the 2021 Annual Meeting of Stockholders, all directors are elected annually.

Majority Voting for Directors in Uncontested Elections

In 2017, the Board of Directors and our stockholders approved an amendment to our Certificate of Incorporation to facilitate the implementation of a majority vote standard in uncontested director elections. As a result, our Bylaws now provide for a majority vote standard in these elections.

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 on 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. The Code of Business Ethics is available on 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 with respect to risk management. The Audit Committee further has oversight authority to review our plans to mitigate cybersecurity risks.

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 Policies and Practices 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 periodically reviewing, appraising, and discussing

 

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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 Chairman of the Board and the CEO.

ESG Matters Oversight

The Board of Directors has charged the Governance and Nominating Committee with responsibility for overseeing our strategy, initiatives and engagement with investors and other key stakeholders related to ESG matters, other than those specifically related to the operation and structure of our compensation program (which is the primary responsibility of the Compensation Committee).

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

Lead Director

Given Mr. Peterson’s retirement as Chairman of the Board, and Mr. Menke’s election to that position, effective April 28, 2022, the Board of Directors wanted to continue to provide for an independent director leadership role with respect to the Board. As a result, the Board of Directors has designated Mr. Saretsky as Lead Director, also effective April 28, 2022. As set forth in our Corporate Governance Guidelines, responsibilities of the Lead Director will include:

 

 

Developing the agenda for and presiding over sessions of the independent directors, as well as providing feedback and perspective to the Chair and CEO regarding discussions at these sessions,

 

 

Calling meetings of the independent directors, as appropriate,

 

 

Coordinating the activities of the independent directors and serving as a liaison between the independent directors, as a group, and the Chair and CEO,

 

 

Providing input, including input from the independent directors, on the agendas and schedules for Board meetings after conferring with the Chair,

 

 

Speaking on behalf of the Board and chairing Board meetings when the Chair of the Board is unable to do so,

 

 

Consulting with stockholders at management’s request,

 

 

Communicating regularly with each director to be certain that each director’s views, competencies and priorities are understood, and

 

 

Assuming such other responsibilities that the Board may designate from time to time.

 

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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 thirteen directors.

As of the date of this proxy statement, the Board of Directors consists of eleven members. Mr. Kusin has notified us that he is retiring from the Board of Directors immediately prior to the Annual Meeting. We would like to thank him for his many years of service and substantial contributions to the Board of Directors, Sabre and our stockholders. Following his retirement, the Board of Directors will consist of ten directors. The ten 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 2023 Annual Meeting and until their successors are elected and have been 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.

Certain Information Regarding Nominees for Director

 

The names of the nominees, their ages as of March 17, 2022, the year they first became directors, their principal occupations during at least the past five years, information regarding director qualifications, and certain other biographical information are set forth below. Information is also provided on public company boards with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or registered under the Investment Company Act of 1940 on which they have served on since January 1, 2017. All of the nominees are current directors standing for reelection.

 

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NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

 

For a One-Year Term Expiring at the 2023 Annual Meeting of Stockholders

 

 

 

GEORGE R. BRAVANTE, JR.

 

  

Sabre committee membership:

Audit Committee (chair) and Executive 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 2017:

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

 

LOGO

 

 

63,

Director since December 2014

 

 

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

 

 

 

 

HERVÉ COUTURIER

 

  

Sabre committee membership:

Technology Committee (chair), Audit Committee, and Executive Committee

 

Professional experience:

Mr. Couturier is a private investor and product strategy consultant. Mr. Couturier currently serves as President of Kerney Partners, a consulting firm. From 2012 to 2016, he was Executive Vice President, R&D, at Amadeus, an airline reservation systems provider. From 2007 to 2012, he was Executive Vice President of SAP AG’s Technology Group and Head of Research. He also serves as a board member for SimCorp A/S, Infovista Inc., Unit4 N.V., Sportradar AG and Kyriba Corp., and has held management positions at a number of IT companies including Business Objects, the worldwide leader of business intelligence solutions, now part of SAP, S1 Corporation, a provider of payment software for financial institutions, and XRT, a leading European treasury management software company, now part of the Sage Group PLC. Mr. Couturier holds both an engineering degree and a Master of Science degree from the École Centrale Paris in France. He began his career at IBM in 1982, where he held various engineering and business positions until 1997.

 

Director qualifications:

Mr. Couturier has significant experience in the areas of solutions strategy, product strategy, product development and business management at software-based companies, as well as domain experience in the travel, banking and manufacturing segments. We believe this international and industry expertise provides valuable insights for the Board of Directors.

 

LOGO

 

 

63,

Director since December 2017

 

 

President, Kerney Partners

 

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

       

 

 

GAIL MANDEL

 

  

Sabre committee membership:

Audit Committee and Technology Committee

 

Professional experience:

Ms. Mandel has served as Managing Director of Focused Point Ventures, LLC, a business advisory and consulting services organization, since 2019. In addition, she currently serves as the Executive Chairman of the Board of PureStar, a provider of laundry services and linen management to the hospitality industry. From 2014 to 2018, she served as President and Chief Executive Officer of Wyndham Destination Network, an operating division of Wyndham Worldwide and a provider of professionally managed, unique vacation accommodations. Ms. Mandel served as Chief Operating Officer and Chief Financial Officer, Wyndham Exchange & Rentals (later known as Wyndham Destination Network), from March 2014 to November 2014 and Chief Financial Officer, Wyndham Destination Network, from January 2010 to March 2014. From August 2006 to January 2010, Ms. Mandel was Senior Vice President, Financial Planning & Analysis, for Wyndham Worldwide. From February 1999 to August 2006, Ms. Mandel was Division CFO/Controller, Cendant Hospitality Services, and from October 1997 to February 1999, Ms. Mandel was Controller, Cendant Mobility.

 

Director qualifications:

We believe that Ms. Mandel’s extensive travel and hospitality industry experience, as well as her significant leadership experience in finance and technology implementation, provides an important contribution to our Board of Directors.

 

LOGO

 

 

53,

Director since April 2020

 

 

Managing Director, Focused Point Ventures, LLC

 

 

 

SEAN MENKE

 

  

Sabre committee membership:

Executive Committee and Technology Committee

 

Professional experience:

Mr. Menke has served as CEO of Sabre since December 2016 and served as its President from December 2016 through January 2, 2022. 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. He serves as a director of Waste Management, Inc., a provider of comprehensive waste management environmental services.

 

Director qualifications:

Mr. Menke’s extensive travel technology sector 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.

 

Public company boards served on since 2017:

Waste Management, Inc. (2021 to present)

 

 

LOGO

 

 

53,

Director since December 2016

 

 

CEO, Sabre Corporation

 

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

 

PHYLLIS NEWHOUSE

 

  

Sabre committee membership:

Audit Committee and Technology Committee

 

Professional experience:

Ms. Newhouse joined the Company as a director in April 2021. She has served as Chief Executive Officer of Xtreme Solutions, Inc. since 2002. Xtreme Solutions, Inc. is a leading information technology and cybersecurity firm that specializes in ethical hacking, training, and providing cyber solutions consultancy to the federal and private sectors. She served in the United States Army, where she focused on national security, including working with several information security task forces teams. In 2019, Ms. Newhouse founded ShoulderUp, a nonprofit dedicated to connecting and supporting women in their entrepreneurial journeys. From 2020 to December 2021, she served as CEO and a director of Athena Technology Acquisition Corp. (“Athena”), a special purpose acquisition corporation, and since December 2021 has served as a director of Heliogen, Inc., which conducted a business combination with Athena. Ms. Newhouse currently serves on the board of the Technology Association of Georgia, is a member of the Business Executives for National Security and of the Women Presidents’ Organization, and serves on the Board of Directors of Girls Inc.

 

Director qualifications:

Ms. Newhouse has deep experience in the cybersecurity and information technology fields as the CEO of a cybersecurity firm and as a former United States Army noncommissioned officer that focused on national security. She also has a significant focus on entrepreneurship, including through the founding of her firm and a nonprofit dedicated to connecting and supporting women on their entrepreneurial journeys. We believe these characteristics serve an important role on our Board of Directors.

 

Public company boards served on since 2017:

Athena Technology Acquisition Corp. (2020 to December 2021) and Heliogen, Inc. (December 2021 to present)

 

 

LOGO

 

 

59,

Director since April 2021

 

 

Founder and CEO, Xtreme Solutions, Inc.

 

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

       

 

 

KARL PETERSON

 

  

Sabre committee membership:

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

 

Professional experience:

Mr. Peterson is a Senior Partner of TPG and Managing Partner of TPG Pace Group, the firm’s effort to sponsor special purpose acquisition companies (SPACs) and other permanent capital solutions for companies. He previously served as President and CEO of TPG Pace Holdings and Pace Holdings Corp. and Chairman of TPG Pace Technology and TPG Pace Solutions. Since rejoining 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 Vacasa, Inc., Playa Hotels and Resorts, and Chairman of Accel Entertainment.

 

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 2017:

Pace Holdings Corp. (SPAC) (2015 to 2017), Playa Hotels and Resorts (2017 to present), Caesars Acquisition Company (2013 to 2017), TPG Pace Holdings (SPAC) (2017 to 2019), TPG Pace Beneficial Finance (SPAC) (2020 to present), TPG Pace Solutions (SPAC) (2021), TPG Pace Tech Opportunities Corp. (SPAC) (2020 to 2021), TPG Pace Beneficial II Corp. (SPAC) (2021 to present), Accel Entertainment, Inc. (2019 to present) and Vacasa, Inc. (2021 to present)

 

 

LOGO

 

 

51,

Director since March 2007

 

 

Senior Partner of TPG and Managing Partner, TPG Pace Group Chairman of the Board, Sabre Corporation

 

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

 

ZANE ROWE

 

  

Sabre committee membership:

Compensation Committee and Technology Committee

 

Professional experience:

Mr. Rowe has served as Chief Financial Officer of VMware, Inc. since March 2016, and served as its interim Chief Executive Officer from February 2021 to May 2021. Before joining VMware, he served as Executive Vice President and Chief Financial Officer of EMC Corporation from October 2014 through February 2016. Prior to joining EMC, Mr. Rowe was Vice President of North American Sales of Apple Inc. from May 2012 to May 2014. He was Executive Vice President and Chief Financial Officer of United Continental Holdings, Inc., an airline holdings company, from October 2010 until April 2012 and was Executive Vice President and Chief Financial Officer of Continental Airlines from August 2008 to September 2010. Mr. Rowe serves on the Board of Trustees of Embry-Riddle Aeronautical University.

 

Director qualifications:

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

 

Public company boards served on since 2017:

Pivotal Software, Inc. (2016 to 2019)

 

 

LOGO

 

 

51,

Director since May 2016

 

 

Chief Financial Officer, VMware, Inc.

 

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

       

 

 

GREGG SARETSKY

 

  

Sabre committee membership:

Technology Committee and Governance and Nominating Committee

 

Professional experience:

Mr. Saretsky retired in March 2018 from WestJet as President and Chief Executive Officer, a position he held since April 2010 after having joined WestJet in June 2009. During Mr. Saretsky’s tenure, WestJet doubled in size, started a regional airline subsidiary, inaugurated long haul international operations, all while achieving an investment-grade credit rating and recognition from Waterstone Human Capital for Canada’s most admired corporate culture. He was named Alberta’s Business Person of the Year for 2012 by Alberta Venture magazine. In 2013, Mr. Saretsky was also named Top New CEO of the Year by Canadian Business Magazine, an award bestowed on a CEO who has transformed his company within the first five years of his appointment. In addition, he received an Honorary Doctor of Laws from Concordia University in 2014 and was the recipient of the David Foster Foundation Visionary Award as Canada’s National Business Leader of the Year in 2015. Mr. Saretsky began his career in aviation with Canadian Airlines in 1985, after a short period in Commercial Banking, and rose through the ranks to the position of Vice-President, Airports, and Vice-President, Marketing, before joining Alaska Airlines in 1998 as Senior Vice-President, Marketing & Planning and then Executive Vice-President of Flight Operations and Marketing, responsible for the airline’s flight crews, operations, and consumer programs and activities. He led the development of Alaska Airlines’ alliance strategy and was instrumental in building new airline and tour operator partnerships. Mr. Saretsky has served as a board member of the Conference Board of Canada, Calgary Telus Convention Centre, Tourism Vancouver, and the University of British Columbia (UBC) and is currently Board Chair of the Fort McMurray/Wood Buffalo Economic Development & Tourism Corporation, a Director of RECARO, a German Industrial Company and a Director of IndiGo, India’s largest airline and low-cost carrier.

 

Director qualifications:

Mr. Saretsky’s deep airline industry experience, including as the retired President and Chief Executive Officer of WestJet, and his leadership experience as an executive of airline companies make him a valuable asset to our Board of Directors.

 

 

LOGO

 

 

62,

Director since July 2020

 

 

Retired President and Chief Executive Officer, WestJet

 

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

 

JOHN SCOTT

 

  

Sabre committee membership:

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

 

Professional experience:

Mr. Scott is an experienced executive in the hospitality, leisure and entertainment industries with more than 25 years of consumer facing business expertise across complex global, multi-unit, multi-brand enterprises. Mr. Scott is a founder and Chairman of Park House, a new private social club business located in Dallas, TX which is redefining the private social club model. He is also Chairman of A&O Hotels, the largest European hybrid hotel and hostel platform which owns and operates 40 assets with more than 25,000 beds and 7,000 rooms throughout Europe. Most recently Mr. Scott served from 2012 through 2015 as President, Chief Executive Officer and a Director of Belmond Ltd., previously Orient-Express Hotels Ltd., a publicly listed company engaged in the ownership and management of a global portfolio of 46 luxury hotel, restaurants, tourist trains and cruise businesses in 22 countries. Prior to joining Belmond Ltd., he served from 2003 until 2011 as President and Chief Executive Officer of Rosewood Hotels & Resorts, an international luxury hotel ownership and management company. Mr. Scott currently serves as a director on the Subway Restaurant board and previously served on the board of Kimpton Hotels and Restaurants, a private hotel and restaurant management company, SMU COX School of Business, and Cedar Fair Entertainment, a leading North American amusement park owner and operator.

 

Director qualifications:

Mr. Scott’s extensive experience as an executive in the hospitality, leisure and entertainment industries, including as President and Chief Executive Officer of Rosewood Hotels & Resorts and Belmond Ltd., as well as his significant experience in serving on the boards of private and public companies, provides important insights and contributions to our Board of Directors.

 

Public company boards served on since 2017:

Cedar Fair Entertainment (2010 to 2020)

 

 

LOGO

 

 

56,

Director since July 2020

 

 

Founder and Chairman of Park House

 

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

       

 

 

WENDI STURGIS

 

  

Sabre committee membership:

Governance and Nominating Committee and Technology Committee

 

Professional experience:

Ms. Sturgis joined the Company as a director in April 2021. She has served as Chief Executive Officer of cleverbridge AG, a global commerce and subscription billing platform, since December 2021. Previously, Ms. Sturgis served as the President of Lyte, Inc., a ticketing/consumer technology platform, from May to December 2021 and as its Chief Revenue Officer from January to April 2021. She has over twenty-five years of experience as a technology and marketing leader at some of the world’s largest tech companies. Prior to Lyte, Ms. Sturgis was a founding executive at Yext (NYSE: Yext) where she worked from 2011 to 2019, serving in multiple roles, including SVP of Sales and Services, Chief Customer Officer, and most recently, CEO of Yext Europe. She has previously held executive positions at Oracle, Gartner, Right Media, and Yahoo!, where she was Vice President of Account Management for North America in charge of the North American Search business. She is currently an independent director for The Container Store and Kustomer, a private company based in New York City. She has served on multiple boards including Dailyworth.com, Student Transportation of America, Step Up Women’s Network, and Chair of the Georgia Tech Advisory Board. Ms. Sturgis currently serves as a trustee for the Georgia Tech Foundation.

 

Director qualifications:

We believe that Ms. Sturgis’ significant cybersecurity, technology, and marketing leadership experience, as well as her extensive executive officer experience, make her well qualified to serve as a member of our Board of Directors.

 

Public company boards served on since 2017:

The Container Store Group, Inc. (2019 to present), TPG Pace Tech Opportunities II Corp. (2020 to present) and Student Transportation of America (2013 to 2018)

 

 

LOGO

 

 

54,

Director since April 2021

 

 

Chief Executive Officer, cleverbridge AG

 

The Board of Directors unanimously recommends a vote FOR the election of the ten nominees for director.

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

Director Compensation Program

 

2021 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. This compensation program is designed to pay directors an appropriate amount for their services required as a director, while also seeking to align their interests with the long-term interests of our stockholders. When assessing the director compensation program, the Compensation Committee, with the assistance of its compensation consultant, compares the design and the compensation elements of the program to that of our compensation peer group. For information regarding our compensation peer group, see “Compensation Discussion and Analysis—Competitive Positioning” below.

For 2021, this compensation program consisted of the following elements:

 

  Type of Compensation  

Dollar Value of

Compensation Element

 

  Annual cash retainer

  $90,000, paid quarterly
 

  Annual grant of restricted stock unit awards (vests in full on first anniversary of date of grant)

 

$160,000 value, awarded on

March 15

 

  Audit Committee chairman annual cash retainer

  additional $30,000, paid quarterly
 

  Audit Committee member annual cash retainer

  additional $15,000, paid quarterly
 

  Compensation Committee chairman annual cash retainer

  additional $20,000, paid quarterly
 

  Compensation Committee member annual cash retainer

  additional $10,000, paid quarterly
 

  Governance and Nominating Committee chairman annual cash retainer

  additional $15,000, paid quarterly
 

  Governance and Nominating Committee member annual cash retainer

  additional $10,000, paid quarterly
 

  Technology Committee chairman annual cash retainer

  additional $15,000, paid quarterly
 

  Technology Committee member annual cash retainer

  additional $10,000, paid quarterly

In addition, the non-employee members of our Board of Directors 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.

Our Chairman of the Board receives an additional annual cash retainer equal to $160,000, payable quarterly in arrears, for service as Chairman of the Board. He receives no additional fees for serving as a committee chairman or member.

Awards granted to non-employee directors (i) from 2014 through May 2016 were pursuant to the 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), (ii) from May 2016 to April 2019 were pursuant to the 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), and (iii) after April 2019 were pursuant to the 2019 Director Equity Compensation Plan (the “2019 Director Plan”). If the 2022 Director Plan is approved by stockholders at the Annual Meeting, any awards granted to non-employee directors following the Annual Meeting will be made pursuant to that plan. See “Proposal 3: Approval of the Sabre Corporation 2022 Director Equity Compensation Plan.” Each of the 2014 Omnibus Plan, the 2016 Omnibus Plan, and the 2019 Director Plan was approved by stockholders.

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

       

 

Non-Employee Directors Compensation Deferral Plan

We maintain the Sabre Corporation Non-Employee Directors Compensation Deferral Plan (the “Director 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 any 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.

2021 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 2021. Mr. Menke, who is our CEO, does not receive any compensation for his service as a director and is not included in this table. The compensation received by Mr. Menke as an employee is presented in the “2021 Summary Compensation Table” below.

 

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

  George Bravante, Jr.

    $ 120,000     $ 159,996     $ 279,996  
     

  Hervé Couturier

    $ 120,000     $ 159,996     $ 279,996  
     

  Renée James(3)

    $ 37,596     $ 159,996     $ 197,592  
     

  Gary Kusin

    $ 103,269     $ 159,996     $ 263,265  
     

  Gail Mandel

    $ 115,000     $ 159,996     $ 274,996  
     

  Judy Odom(3)

    $ 34,327     $ 159,996     $ 194,323  
     

  Joseph Osnoss(3)

    $ 32,692     $ 159,996     $ 192,688  
     

  Phyllis Newhouse

    $ 77,720     $ 399,992     $ 477,712  
     

  Karl Peterson

    $ 250,000     $ 159,996     $ 409,996  
     

  Zane Rowe

    $ 110,000     $ 159,996     $ 269,996  
     

  Gregg Saretsky

    $ 104,294     $ 159,996     $ 264,290  
     

  John Scott

    $ 113,516     $ 159,996     $ 273,512  
     

  John Siciliano(3)

    $ 39,231     $ 159,996     $ 199,227  
     

  Wendi Sturgis

    $ 74,341     $ 399,992     $ 474,333  

 

(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 2021, 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 14, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. 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.

 

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  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 2021 and the aggregate number of shares of our common stock subject to such outstanding restricted stock unit awards held at December 31, 2021 by the non-employee members of our Board of Directors.

 

  Director     Grant Date       Restricted Stock  
Units Awarded in
2021 (#)
 

Restricted Stock

Units Held at
  December 31, 2021 (#)  

     

  George Bravante, Jr.

      03/15/2021         9,552 (a)        9,552 (a) 
          

  Hervé Couturier

      03/15/2021         9,552       9,552
     

  Renée James

      03/15/2021         9,552 (a)        0 (a) 
          

  Gary Kusin

      03/15/2021         9,552       9,552
     

  Gail Mandel

      03/15/2021         9,552       27,409
     

  Phyllis Newhouse

      04/28/2021         25,856       22,624
     

  Judy Odom

      03/15/2021         9,552 (a)        0 (a) 
          

  Joseph Osnoss

      03/15/2021         9,552       0
     

  Karl Peterson

      03/15/2021         9,552 (a)        9,552 (a) 
          

  Zane Rowe

      03/15/2021         9,552       9,552
     

  Gregg Saretsky

      03/15/2021         9,552       29,195
     

  John Scott

      03/15/2021         9,552       29,195
     

  John Siciliano

      03/15/2021         9,552 (a)        0 (a) 
          

  Wendi Sturgis

      04/28/2021         25,856       22,624

 

  (a)

Per election made by the non-employee director under the Director 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.

 

(3)

Ms. James, Ms. Odom and Messrs. Osnoss and Siciliano retired from the Board effective April 28, 2021.

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. Non-employee directors are not otherwise provided perquisites or retirement benefits.

2022 Compensation

In February 2022, the Compensation Committee approved moving the date of the annual grant of restricted stock units to non-employee directors from March 15 to the date of the annual meeting each year. In making this change, the Compensation Committee noted that the March 15 grant date was implemented when the Board of Directors was classified, and the Compensation Committee determined that moving the annual grant to the date of the annual meeting better aligned with the fact that all directors are now elected annually at the annual meeting.

In March 2022, the Compensation Committee, with the assistance of Korn Ferry, reviewed the compensation program for the non-employee members of our Board of Directors. In its assessment, the Compensation Committee compared the design and the compensation elements of the program to that of the directors’ compensation programs of our peer group. Based on its review, the Compensation Committee recommended no changes to our director compensation program, other than an annual cash retainer for the Lead Director, in addition to the fees described above, of $50,000, which the Board approved effective April 28, 2022.

 

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  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, 2022, and is requesting ratification by our stockholders. If our stockholders do not approve the selection of Ernst & Young, the selection of other independent auditors for the fiscal year ending December 31, 2023 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, 2021 and 2020 to our principal accounting firm, Ernst & Young, were as follows (in thousands):

 

 

 

  2021   2020
   

Audit Fees(1)

    $ 8,104     $ 8,057
   

Audit-Related Fees(2)

    $ 1,248     $ 803
   

Tax Fees(3)

    $ 270     $ 482
   

All Other Fees(4)

    $ 12     $ 10

 

(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.

 

(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 regularly scheduled 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 regularly scheduled 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.

 

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  PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS  

 

 

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 regularly scheduled 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 our business, people, culture, accounting systems, risk profile, and other factors, and whether the service might enhance our 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 2021 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, 2022.

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.

 

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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, 2021, for filing with the SEC.

AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS

George Bravante, Jr., Chair

Hervé Couturier

Gail Mandel

Phyllis Newhouse

 

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  PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2022 DIRECTOR EQUITY  COMPENSATION PLAN   

 

 

PROPOSAL 3: APPROVAL OF THE SABRE

CORPORATION 2022 DIRECTOR EQUITY

COMPENSATION PLAN

In March 2022, our Board of Directors adopted the Sabre Corporation 2022 Director Equity Compensation Plan (the “2022 Director Plan”), subject to approval by our stockholders at the 2022 Annual Meeting.

We currently have the 2019 Director Plan in place, and as of December 31, 2021, there were 169,808 shares of our common stock available for issuance under the 2019 Director Plan. We do not expect to utilize any additional shares of common stock under the 2019 Director Plan prior to the 2022 Annual Meeting, so we expect to continue to have 169,808 shares of common stock available for issuance as of the 2022 Annual Meeting. Subject to approval of the 2022 Director Plan by stockholders, the 2022 Director Plan will replace the 2019 Director Plan for grants made after the 2022 Annual Meeting, which will also increase the number of shares authorized for issuance to our non-employee directors pursuant to this equity-based compensation plan.

The 2022 Director Plan is intended to promote the interests of Sabre and its stockholders by providing certain compensation to eligible directors of Sabre to encourage the highest level of performance by providing them with a proprietary interest in Sabre’s success and progress by granting them awards under the 2022 Director Plan.

Alignment of 2022 Director Plan with Stockholders’ Interests

 

The 2022 Director Plan is designed to reinforce the alignment of our compensation opportunities for eligible directors with stockholders’ interests and, as highlighted below, includes a number of provisions that we believe are consistent with good compensation practices.

 

 

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

 

 

No Re-pricings/Cash Buyouts without Stockholder Approval. The 2022 Director Plan prohibits, without stockholder approval, a stock option or a stock appreciation right from being repurchased for cash at a time when the exercise or strike price, as applicable, is equal to or greater than the fair market value of the underlying shares. The 2022 Director Plan also prohibits any stock option or stock appreciation right from being re-priced, replaced, re-granted through cancellation, or modified without stockholder approval if the effect would be to reduce the exercise or strike price, as applicable, for the shares underlying the option or stock appreciation right.

 

 

No “Evergreen” Provision. There is no “evergreen” feature pursuant to which the shares available for issuance under the 2022 Director Plan can be automatically replenished.

 

 

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

 

 

No Automatic Grants. The 2022 Director Plan does not provide for “reload” or other automatic grants to participants.

 

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No Tax Gross-ups. The 2022 Director Plan does not provide for any tax gross-ups.

 

 

Compensation Recovery (“Clawback”). The 2022 Director Plan provides that Sabre is entitled, to the extent permitted or required by applicable law, Sabre policy, or the requirements of any national securities exchange on which Sabre’s shares are listed for trading, to claw back compensation paid by Sabre to a participant under the 2022 Director Plan.

 

 

No Single Trigger Vesting Upon a Change in Control. The 2022 Director Plan provides that all outstanding equity awards will become exercisable and/or vest in the event of a change in control of Sabre only if these awards are not assumed, continued, or substituted by the surviving corporation, or if the holder’s service on the Board terminates in connection with a change in control of Sabre.

 

 

No Liberal Share Recycling. Shares of our common stock used to pay the exercise price (whether through actual or constructive transfer) or tax withholding requirements related to any award granted under the 2022 Director Plan may not be regranted, issued, or transferred under the 2022 Director Plan.

Key Data

 

The following table includes information regarding outstanding equity awards for eligible directors, shares available for grants of future equity awards under the 2019 Director Plan, and total shares of common stock outstanding as of December 31, 2021 (and without giving effect to approval of this Proposal 3):

 

 

Total shares underlying outstanding unvested restricted stock unit awards

      170,218 (1) 
    

Total shares available for grant under the 2019 Director Plan

      169,808 (2) 
    

Total shares available for grant as full-value awards under the 2019 Director Plan

      169,808 (3) 
    

Total shares of common stock outstanding

      323,500,753

 

(1)

Represents shares underlying outstanding unvested time-based restricted stock unit awards for eligible directors. As of December 31, 2021, there were no shares underlying outstanding options or outstanding unvested performance-based restricted stock unit (“PSU”) awards for eligible directors.

 

(2)

Total shares available for grant as of the Annual Meeting are projected to be 169,808.

 

(3)

Total shares available for grant as full-value awards as of the Annual Meeting are projected to be 169,808.

Based on our historical practice and assuming no change in the number of eligible participants immediately following the Annual Meeting, the Board of Directors believes the shares available for grant under the 2022 Director Plan will be sufficient to cover awards for approximately the next 6 years. Since our initial public offering in April 2014, we granted equity awards (gross equity grants, which do not reflect the impact of cancellations) to eligible directors representing a total of approximately 67,912 shares in 2014, 142,199 shares in 2015, 295,464 shares in 2016, 250,823 shares in 2017, 64,173 shares in 2018, 92,748 in 2019, 208,034 shares in 2020, and 166,336 shares in 2021.

Summary of Terms of the 2022 Director Plan

 

The principal features of the 2022 Director Plan are described below. This summary is qualified in its entirety by reference to the full text of the 2022 Director Plan, a copy of which is attached as Appendix A to this proxy statement and incorporated in this proxy statement by reference. Please refer to Appendix A for more information.

 

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  PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2022 DIRECTOR EQUITY  COMPENSATION PLAN   

 

 

Term

Awards under the 2022 Director Plan may be granted for a term of ten years following the date that stockholders approve the 2022 Director Plan at the 2022 Annual Meeting.

Administration

The 2022 Director Plan is administered by our Board of Directors, the Compensation Committee of our Board of Directors or such other committee as designated by our Board of Directors (the “Committee”). Among the Committee’s powers under the 2022 Director Plan is the power to determine those individuals who will be granted awards and the amount, type and other terms and conditions of awards. Our Board of Directors may grant awards to the non-employee members of our Board of Directors. The Committee may also prescribe agreements evidencing or settling the terms of any awards, and any amendments thereto; grant awards alone or in addition to, in tandem with, or in substitution or exchange for, any other award, any award of any business entity we are acquiring, or any other right of the plan participant to receive payment from us.

The Committee may delegate its powers and responsibilities under the 2022 Director Plan, in writing, to a sub-committee of our Board of Directors, or to any other individual as the Committee deems advisable, under any conditions and subject to any limitations that the Committee may establish.

The Committee has discretionary authority to interpret and construe any and all provisions of the 2022 Director Plan and the terms of any award (or award agreement) granted thereunder and to adopt and amend such rules and regulations for the administration of the 2022 Director Plan as it deems appropriate. Decisions of the Committee will be final, binding and conclusive on all parties.

On or after the date of grant of any award, the Committee may accelerate the date on which any award becomes vested, exercisable, or transferable. The Committee may also extend the term of any such award (including the period following a termination of a participant’s provision of services during which any such award may remain outstanding); waive any conditions to the vesting, exercisability or transferability of any such award; grant other awards in addition to, in tandem with or in substitution or exchange for any award granted under the 2022 Director Plan or any equity compensation plan of any business entity we are acquiring; or provide for the payment of dividends or dividend equivalents with respect to any such award, provided that no dividend equivalents may be paid on any award until such time as the underlying award has vested, and any dividends payable in respect of awards of restricted stock may not vest unless and until the restricted stock awards to which such dividends relate have also vested. The Committee does not have the authority and may not take any such action described in this section to the extent that the grant of such authority or the taking of such action would cause any tax to become due under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

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

Shares Available for Issuance

 

 

Available Shares. The aggregate number of shares of our common stock which may be issued under the 2022 Director Plan may not exceed the sum of:

 

  (1)

830,000 shares,

 

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  (2)

the number of shares that remain available for issuance under the 2019 Director Plan as of April 27, 2022, and

 

  (3)

the number of shares subject to outstanding awards under the 2019 Director Plan that may become available if the underlying awards expire, are forfeited, cancelled, or terminated, are settled for cash, or otherwise become available in accordance with the terms of such plan.

 

 

The shares to be delivered under the 2022 Director Plan may be authorized and unissued shares or shares held in or acquired for our treasury, or both.

In general, if awards under the 2022 Director Plan expire or are forfeited, cancelled or terminated without the issuance of shares, or are settled for cash in lieu of shares, or are exchanged for an award not involving shares, the shares covered by such awards will again become available for the grant of awards under the 2022 Director Plan. However, if the exercise price or tax withholding requirements related to any award under the 2022 Director Plan are satisfied through our withholding of shares otherwise then deliverable in respect of an award or through actual or constructive transfer to us of shares already owned, the number of shares equal to such withheld or transferred shares, as applicable, will no longer be available for issuance under the 2022 Director Plan.

Shares covered by awards granted pursuant to the 2022 Director Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger will not count as issued under the 2022 Director Plan.

Individual Director Share Limits Per Fiscal Year under the 2022 Director Plan

 

 

Initial Appointment Awards. The aggregate values of options and other stock-based awards granted to any participant in connection with his or her initial appointment as a non-employee director may not exceed $600,000, determined based on the aggregate fair market value of the awards on the grant date.

 

 

Other Awards. The aggregate values of options and other stock-based awards granted to any participant in a single fiscal year may not exceed $500,000, determined based on the aggregate fair market value of the awards on the grant date.

Individual Limits on Cash Awards

 

 

Cash Awards. The amount payable with respect to any cash award granted under the Plan to any participant in a single fiscal year, solely with respect to his or her service as a non-employee director on the Board, may not exceed $500,000.

Eligibility for Participation

The individuals eligible to receive awards under the 2022 Director Plan are those members of the Board who are not also employees of Sabre or any of its subsidiaries at the time such award is granted, as selected by the Committee.

Effective as of January 1, 2022, ten directors would be eligible to participate in the 2022 Director Plan. During 2021, a total of 14 directors received awards under the 2019 Director Plan.

 

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  PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2022 DIRECTOR EQUITY  COMPENSATION PLAN   

 

 

Cash Awards

The Committee may grant cash awards. Cash awards may be settled in cash or in other property, including shares of our common stock.

Stock Options and Stock Appreciation Rights

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

Other Stock-Based Awards

The Committee may grant other stock, stock-based or stock-related awards in such amounts and subject to such terms and conditions as determined by the Committee. Each such other stock-based award may (i) involve the transfer of actual shares of our common stock to the participant, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of common stock, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units, or share-denominated performance units, and (iv) be designed to comply with applicable laws of jurisdictions other than the United States; provided, that each award must be denominated in, or must have a value determined by reference to, a number of shares of our common stock that is specified at the time of the grant of such award.

Stockholder Rights

No person will have any rights as a stockholder with respect to any shares of our common stock covered by or relating to any award granted pursuant to the 2022 Director Plan until the date of the issuance of such shares on our books and records.

Amendment and Termination

Notwithstanding any other provision of the 2022 Director Plan, our Board of Directors may at any time suspend or discontinue the plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation, or rule of a national securities exchange requires stockholder approval for any such revision or amendment to be effective, such revision or amendment will not be effective without such approval.

Transferability

Awards granted under the 2022 Director Plan are generally nontransferable (other than by will or the laws of descent and distribution), except that the Committee may provide for the transferability of non-qualified stock options subject to conditions and limitations as determined by the Committee; however, awards may be transferred during the lifetime of the participant, and may be exercised by these

 

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transferees during the lifetime of the participant, but only to the extent the transfers are permitted by the Committee.

Change in Control

Except as otherwise set forth in a participant’s award agreement, in the event (i) a participant’s service on the Board terminates in connection with a change in control of Sabre or (ii) of a change in control of Sabre in which outstanding awards are not assumed, continued, or substituted by the surviving corporation:

 

 

All deferral of settlement, forfeiture conditions and other restrictions applicable to awards granted under the 2022 Director Plan will lapse and such awards will be deemed fully vested as of the time of the change-in-control transaction without regard to deferral and vesting conditions, and

 

 

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

New Plan Benefits

 

All awards made under the 2022 Director Plan are discretionary. Therefore, the benefits and amounts that will be received or allocated under the 2022 Director Plan are not determinable at this time. The closing price of our common stock, as reported on the Nasdaq Stock Market, on February 28, 2022 was $10.93 per share. Under our current compensation program for non-employee members of our Board of Directors, following the Annual Meeting, each eligible director will receive the annual grant of restricted stock unit awards with a grant date value of $160,000, which will vest in full on the first anniversary of the date of grant. The number of shares to be received pursuant to this grant will depend on the closing stock price on the date of the Annual Meeting. See “Proposal 1: Election of Directors—Director Compensation,” which provides information on the equity awards granted to our non-employee directors in 2021.

U.S. Federal Income Tax Consequences

 

The following is a summary of certain federal income tax consequences of the awards to be made under the 2022 Director Plan based upon the laws in effect on the date hereof. The discussion is general in nature and does not take into account a number of considerations which may apply in light of the circumstances of a particular participant under the 2022 Director Plan. The income tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.

Non-Qualified Stock Options

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

Stock Appreciation Rights

A participant will not recognize taxable income at the time of grant of a stock appreciation right, and we will not be entitled to a tax deduction at such time. Upon exercise, a participant will recognize

 

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  PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2022 DIRECTOR EQUITY  COMPENSATION PLAN   

 

 

compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) equal to the fair market value of any shares delivered and the amount of cash paid by us, and we generally will be entitled to a corresponding tax deduction.

Restricted Stock

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

Restricted Stock Units

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

Other Stock-Based Awards

The grant, exercise or settlement of other stock-based awards granted under the 2022 Director Plan may be taxable based on the specific terms and conditions of such awards.

The foregoing general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2022 Director Plan. Participants are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2022 Director Plan.

Required Vote

 

At the Annual Meeting, stockholders will be asked to approve the 2022 Director Plan. This proposal requires the affirmative vote of the holders of not less than a majority of the voting power of the outstanding common stock, entitled to vote and present in person at the Annual Meeting or represented by proxy, voting together as a single class.

 

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Abstentions will be counted toward the tabulation of votes cast on the approval of the proposal to approve the 2022 Director Plan, and will have the same effect as votes against that proposal.

The Board of Directors unanimously recommends a vote FOR approval of the Sabre Corporation 2022 Director Equity Compensation Plan.

Equity Compensation Plan Information

 

The following table gives information about our common stock that may be issued upon the exercise of options, warrants, and rights under all of our equity compensation plans as of December 31, 2021.

 

     Number of securities
to be issued upon
exercise of
outstanding options
(a)
  Weighted average
exercise price of
 outstanding options 
(b)
  Number of securities
remaining available
for future issuance
under equity
 compensation plans 
(c)
     

Equity compensation plans approved by stockholders

   

 

17,055,978

   

$

13.27

   

 

18,167,783

     

Equity compensation plans not approved by stockholders

   

 

   

 

   

 

 

(a)

Includes shares of common stock to be issued upon the exercise of outstanding options under our 2021 Omnibus Incentive Compensation Plan (the “2021 Omnibus Plan”), 2019 Omnibus Incentive Compensation Plan (the “2019 Omnibus Plan”), 2019 Director Plan, 2016 Omnibus Plan, 2014 Omnibus Plan, the Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan (the “Sovereign 2012 MEIP”), and the Sovereign Holdings, Inc. Stock Incentive Plan (the “Sovereign MEIP”). Also includes 14,012,702 restricted stock units under our 2021 Omnibus Plan, 2019 Omnibus Plan, 2016 Omnibus Plan, and 2014 Omnibus Plan (including shares that may be issued pursuant to outstanding performance-based restricted share units, assuming the target award is met; actual shares may vary, depending on actual performance).

 

(b)

Excludes restricted stock unit awards which do not have an exercise price.

 

(c)

Excludes securities reflected in column (a).

 

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  PROPOSAL 4: ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS   

 

 

PROPOSAL 4: ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In “Compensation Discussion and Analysis” and the executive compensation tables following that section, we describe in detail our executive compensation program, including its objectives, policies and components. As discussed in Compensation Discussion and Analysis, the Compensation Committee seeks to observe the following principles, while balancing them with the context of the current uncertain COVID-19 pandemic environment and the corresponding need to respond quickly to any related challenging circumstances that may result from the pandemic:

 

 

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.

 

 

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.

For a more detailed discussion of how our executive compensation program reflects these objectives, policies, and principles, including information about the 2021 compensation of our named executive officers, see “Compensation Discussion and Analysis.” The Compensation Committee and our Board of Directors believe that the policies, practices, and compensation components described in “Compensation Discussion and Analysis” are effective in achieving our objectives in light of the current environment.

We are asking our stockholders to indicate their support for our executive compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our executive compensation program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our executive officers and the objectives, policies, and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Corporation’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved.

 

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  PROPOSAL 4: ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS   

 

       

 

This proposal is being presented pursuant to Section 14A of the Exchange Act. The say-on-pay vote is advisory and is therefore not binding on us, the Compensation Committee, or our Board of Directors. The Compensation Committee and our Board of Directors value the opinions of our stockholders and, to the extent there is any significant vote against our executive compensation program as disclosed in this proxy statement, will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The Board of Directors unanimously recommends a vote FOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules.

 

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  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, 2021 for our named executive officers. For 2021, our named executive officers were:

 

 

Name

  Position

Sean Menke

 

President and Chief Executive Officer(1)

Douglas Barnett

 

Executive Vice President and Chief Financial Officer

Wade Jones

 

Executive Vice President and Chief Product Officer

Roshan Mendis

 

Executive Vice President and Chief Commercial Officer

David Shirk

 

Executive Vice President, Sabre and President, Travel Solutions(2)

 

(1)

In connection with the election of Kurt Ekert as President of Sabre on January 3, 2022, Mr. Menke began serving solely as Chief Executive Officer as of that date.

 

(2)

Mr. Shirk stepped down as Executive Vice President and President, Travel Solutions on December 31, 2021 and began serving as Senior Advisor on January 1, 2022.

Executive Summary

 

Business Overview

In spite of the COVID-19 pandemic, global travel trends gradually improved during 2021 but still remained significantly below pre-pandemic levels. As a result, notwithstanding uncertainty from continued travel restrictions and the impacts of COVID-19 variants, we experienced improvement from 2020, which was reflected in our full-year 2021 results:

 

 

Revenue totaled $1.7 billion, a 27% improvement versus revenue of $1.3 billion in 2020.

 

 

Operating loss was $665 million, a significant improvement versus operating loss of $988 million in 2020.

 

 

Net loss attributable to common stockholders totaled $950 million, an improvement versus net loss of $1.3 billion in 2020, and diluted net loss attributable to common stockholders per share was $2.96 versus $4.45 in 2020.

 

 

Adjusted EBITDA was negative $261 million, an improvement versus Adjusted EBITDA of negative $448 million in 2020.

 

 

Adjusted Operating Loss totaled $459 million, versus Adjusted Operating Loss of $745 million in 2020, and Adjusted EPS was ($2.21), versus $(3.20) in 2020.

 

 

With regards to Sabre’s full year 2021 cash flows (versus prior year):

 

   

Cash used in operating activities totaled $415 million (versus $770 million),

 

   

Cash used in investing activities totaled $29 million (versus $1 million),

 

   

Cash used in financing activities totaled $51 million (versus cash provided by financing activities of $1.8 billion),

 

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Capitalized expenditures totaled $54 million (versus $65 million), and

 

   

Free Cash Flow was negative $469 million, versus Free Cash Flow of negative $836 million in 2020.

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

Addressing the 2021 Say-on-Pay Vote

Our annual say-on-pay vote is one of our opportunities to receive feedback from stockholders regarding our executive compensation program, and the Compensation Committee takes the result of this vote into account when determining the compensation of our executive officers. We were disappointed to receive low support for our say-on-pay proposal at our 2021 Annual Meeting. Following the vote, we actively sought feedback from stockholders to better understand what motivated their votes and what actions we could take to address their concerns related to our executive compensation program.

Our Compensation Committee considered the 2021 vote result and the feedback we received as it evaluated the design of our executive compensation program for 2022, as described below. In addition, we have implemented other changes that affect our executive compensation program design:

 

 

The Compensation Committee engaged a new independent compensation consultant, Korn Ferry, effective September 2021.

 

 

The Board elected a new Chair of the Compensation Committee, John Scott, in April 2021.

 

 

We hired a new Executive Vice President and Chief People Officer, Shawn Williams, in August 2020.

2021 Stockholder Engagement

In response to the low support for our 2021 vote and in connection with our annual stockholder engagement program described below, beginning in the fall of 2021 we contacted 31 stockholders, representing approximately 79% of our outstanding shares (as of the initial date for our outreach program). We met with all of the stockholders that requested a meeting, resulting in 11 meetings with stockholders, including five of our top ten stockholders.

 

2021 Stockholder Engagement Program – Highlights and Statistics

Scope of Outreach   

 Contacted 31 stockholders, representing approximately 79% of our outstanding shares

 

 Met with 11 stockholders, representing approximately 33% of our outstanding shares (including 5 of our top 10 stockholders)

Outreach Team   

 Chairman of the Board

 

 Chair of the Compensation Committee (new to role as of April 2021)

 

 Members of the management team (subject matter experts)

 

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2021 Stockholder Engagement Program – Highlights and Statistics

Topics Discussed   

 Our executive compensation program, including short- and long-term incentive structure, and rationale for low support for the 2021 say-on-pay vote

 

 Our response to the effects of the COVID-19 pandemic on the travel industry and its impact on the design of our compensation program

 

 Our ongoing focus on Board and committee refreshment and our governance structure

Over the course of the stockholder meetings, we received valuable input relative to concerns that led to our low say-on-pay vote result in 2021, as well as suggestions for potential adjustments to consider moving forward. In general, stockholders understood the reasons for the Compensation Committee’s changes to our executive compensation program in 2020 and 2021, given the unprecedented effects of the COVID-19 pandemic on our business. Stockholders generally expressed a desire, however, to return to an executive compensation program design similar to the one we implemented in early 2020, prior to the disruption to the travel industry caused by the COVID-19 pandemic. The Compensation Committee had implemented this program design in early 2020 after considering prior investor feedback, as well as competitive market compensation factors.

This feedback, along with input from the Compensation Committee’s new independent compensation consulting firm, informed the Compensation Committee’s discussion and review of our overall approach to compensation and the design of our 2022 executive compensation program, as highlighted below.

 

What we heard

 

What we did

Preference for more emphasis on performance-based compensation  

 Granted 50% of annual grant date fair values of long-term equity incentive awards to our named executive officers in performance-based awards in 2022

Preference for incentives to be based on financial metrics  

 Selected Adjusted Free Cash Flow as the metric for performance-based restricted stock unit (“PSU”) awards granted in 2022

Concern over pay-for-performance alignment  

 Reduced the payout for outstanding PSUs with 2021 performance periods from 150% to 125% of target and reduced the annual cash incentive payouts under the 2021 EIP from 100% to amounts that ranged from 85% to 95% of target

Preference for long-term incentives to contain a multi-year performance period  

 Returned to including a three-year performance period for PSUs granted in 2022

Concern over off-cycle retention awards to current executives  

 Committed to not granting off-cycle time-based restricted stock unit awards to current executive officers for at least five years, beginning in 2022

 

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What we heard

 

What we did

Preference for the inclusion of relative performance metrics in long-term incentive awards  

 Included a relative total stockholder return (“TSR”) performance modifier for PSUs granted in 2022

Focus on the ability to retain executives during the recovery of the travel industry from the COVID-19 pandemic  

 Included time-based restricted stock units in the 2022 equity awards

Preference that executive compensation program design is aligned with key strategic activities, including the technology transformation  

 30% of the 2022 annual incentive awards for executive officers, other than the CEO, the CFO and the President, will be based on measurable business unit/staff function objectives designed to align with key strategic activities, including the technology transformation

We believe that the changes we have made to our executive compensation program are responsive to the feedback we received from our stockholders and will help enhance our executive compensation program in a manner that benefits stockholders, as well as align with our strategy and further support our pay-for-performance philosophy.

2022 Executive Compensation Program

As noted above, during our outreach program, stockholders generally expressed a desire to return to an executive compensation program design similar to the one in place before the significant disruption caused by the COVID-19 pandemic.

In the first quarter of 2022, the Compensation Committee took certain actions with respect to the 2022 compensation of our named executive officers, including the following:

 

 

Annual cash incentive performance measures. For the CEO, the CFO and the President, the performance measures for 2022 under our annual cash Executive Incentive Program (“EIP”) will be based on Adjusted EBITDA (100% of funding formula). For the remaining executive officers, the performance measures for 2022 will be based on Adjusted EBITDA (70% of funding formula) and 30% on measurable business unit/staff function objectives.

 

 

Long-term incentive awards. Granted long-term incentive awards in March 2022, after setting the long-term incentive compensation award value for each named executive officer. This award value was divided into separate grants consisting of PSUs (50%) and a time-based restricted stock unit award (50%), as discussed below.

 

   

PSUs. The PSUs granted in March 2022 will utilize Adjusted Free Cash Flow as the performance measure. The PSUs have a three-year performance period, with the potential to earn up to 200% of the target number of PSUs based on our actual performance against the Adjusted Free Cash Flow metric during the three-year performance period, with a TSR modifier based on our common stock’s price relative performance to the S&P Composite1500 Information Technology index, which will increase or decrease the number of PSUs earned, subject to a maximum payout.

 

   

Time-based restricted stock unit award. The time-based restricted stock units granted in March 2022 will vest ratably on an annual basis over three years, subject to the named executive officer’s continued employment through the applicable vesting date.

 

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Evolution of Our Executive Compensation Program in 2020 and 2021

We experienced significant shifts in the executive compensation environment in 2020 and 2021:

 

 

February 2020. We announced a set of strategic initiatives that we expect will position us to accelerate growth, increase margins and create long-term stockholder value.

 

 

Early March 2020. After considering stockholder feedback and market compensation practices, the Compensation Committee implemented significant design changes to our PSUs for our executive officers:

 

   

Approximately one-half of these PSUs were to be earned based on Adjusted Free Cash Flow metric (based on a three-year performance measurement period)

 

   

Approximately one-half of these PSUs were to be earned based on Adjusted EBITDA metric (based on three consecutive one-year performance periods)

 

 

Mid-March 2020. The COVID-19 pandemic resulted in a sudden and severe disruption in global travel and represented a massive challenge to the travel industry.

 

   

We experienced a rapid decline in airline and hotel bookings, exacerbated by significant bookings cancellations.

 

   

The pandemic placed us at a severe disadvantage compared to many other technology companies with which it competes for talent.

 

 

April 2020 through 2021. Due to ongoing effects of COVID-19, including variants, and regional travel restrictions, the global outlook continued to be uncertain, including the recovery trajectory for the travel industry. These effects directly and significantly impacted our revenue, earnings and free cash flow for 2020 and 2021.

In response to the effects of COVID-19, the Compensation Committee took decisive actions in 2020 and 2021 to help address the disadvantages we faced in recruiting and retaining key talent, including:

 

 

Modified the 2020 annual cash incentive plan metrics and capped payments at 50% of target.

 

 

Granted time-based restricted stock unit awards to its executive officers in June 2020 and to the CEO in March 2021 to help ensure retention of key executives.

 

 

Updated the performance metrics of outstanding PSUs with 2020, 2021 and/or 2022 performance periods; see “—2021 Equity Awards.”

 

 

Established an annual incentive framework for 2021 that decreased the maximum potential payout from 200% to 100% of target and would not pay out if an Adjusted Free Cash Flow target amount was not achieved, with performance metrics based on expense reduction, GDS bookings, passengers boarded, central reservation transactions and technology transformation goals.

These actions allowed us to continue our ongoing focus on implementing the technology transformation and other strategic initiatives, while helping to recruit and retain key talent during this challenging period. As discussed above, after taking into account stockholder feedback, we have returned to an executive compensation program design in 2022 that is more consistent with the program design in place prior to the impact of the pandemic.

 

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Our Executive Compensation Strategy

Our overall corporate rewards strategy, which is embodied in our executive compensation program, is designed to help 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 strategy and performance, including through grants of performance-based equity awards.

 

 

Attract, motivate, and retain. Set compensation at market competitive levels that enable us to hire, incentivize, and retain high-caliber executive officers.

 

 

Long-term equity ownership. Provide opportunities, consistent with the interests of our stockholders, for 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.

2021 Annual and Long-Term Incentive Results

With respect to 2021, the Compensation Committee approved the following results regarding our annual cash and long-term incentives:

 

 

Annual cash incentive results. For the 2021 annual cash incentive program, the maximum payout potential was 100% of the target opportunity, rather than the historical maximum payout potential of 200% of the target opportunity. In March 2022, the Compensation Committee reviewed our annual cash incentive results for 2021. Based on this review, the Compensation Committee determined that the metrics under the 2021 EIP had been achieved, which would have resulted in a payout equal to 100% of the named executive officers’ target annual cash incentive target; however, the Compensation Committee took into account Sabre’s and individual executive officers’ performance in 2021, and approved annual cash incentive payouts under the 2021 EIP in amounts that ranged from 85% to 95% of the named executive officers’ target annual cash incentive. See “—Compensation Elements of Total Direct Compensation—Annual Incentive Compensation” below.

 

 

Long-term incentive results. In March 2022, the Compensation Committee reviewed our progress in achieving the updated metrics with respect to PSUs with 2021 performance periods. Based on this review, the Compensation Committee determined that, although 150% of the target award for the outstanding PSUs with 2021 performance periods was achieved, the Committee reduced the payout for outstanding PSUs with 2021 performance periods to 125% of target. See “—Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation” below.

Compensation Program Overview

 

What we do

 

What we don’t do

  IndependentCompensation Committee consultant. The Compensation Committee has engaged its own compensation consultant to assist with the review and analysis of our executive compensation program

 

X  No pension plans. We do not currently offer, nor do we have plans to provide, supplemental pension arrangements or defined benefit pension plans to our executive officers

 

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What we do

 

What we don’t do

 Annualexecutive 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

 

X  No tax reimbursements on severance or change-in-control payments. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments

 Compensationat-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

 

X  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

 

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

 Multi-yearvesting 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

 

X  Hedging and pledging prohibited. Our Insider Trading Policy prohibits employees that are recipients of equity grants, including our executive officers, and members of our Board of Directors from hedging or pledging any of their shares of Sabre common stock

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

 

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

Compensation Philosophy and Principles

 

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, while balancing them within the context of the current uncertain

 

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COVID-19 pandemic environment and the corresponding need to respond quickly to any related challenging circumstances that may result from the pandemic:

 

 

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.

 

 

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 helping to align our executive compensation program with the creation of sustainable long-term stockholder value.

2021 Total Direct Compensation Mix

 

We believe 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. Each executive officer has been granted a significant stake in Sabre in the form of an equity award to closely link his or her interests to those of our stockholders. These equity awards also seek to focus his or her efforts on the successful execution of our long-term strategic and financial objectives. Information regarding Mr. Menke’s target total direct compensation mix for 2021, which excludes the March 15, 2021 grant of time-based restricted stock unit awards, is set forth below.

 

 

LOGO

 

(1)

Excludes the March 15, 2021 grant of time-based restricted stock unit awards, which was awarded in addition to Mr. Menke’s target total direct compensation package for 2021.

 

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In addition, the Compensation Committee believes that Mr. Menke’s target incentive compensation for 2021, excluding the March 15, 2021 grant of time-based restricted stock unit awards, was comprised of an appropriate mix of long-term elements (PSU awards) and short-term elements (an annual cash incentive target), consistent with our emphasis on pay-for-performance:

 

 

LOGO

 

(1)

Excludes the March 15, 2021 grant of time-based restricted stock unit awards, which was awarded in addition to Mr. Menke’s target total direct compensation package for 2021.

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 responsibility for reviewing and determining the compensation of our CEO at least annually. 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 the terms of any employment offers for our executive officers. In doing so, the Compensation Committee is responsible for helping to ensure 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 People 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.

 

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Our CEO evaluates the performance of each of our other executive officers, including our other named executive officers. Our CEO then reviews each executive officer’s target total direct compensation opportunity and based on 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 approved by the Compensation Committee.

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. Effective September 2021, the Compensation Committee engaged Korn Ferry as its compensation consultant to assist it with compensation matters. One or more representatives of Korn Ferry attend regularly scheduled meetings of the Compensation Committee, respond to inquiries from members of the Compensation Committee, and provide their analysis with respect to these inquiries.

The nature and scope of services provided to the Compensation Committee by Korn Ferry beginning in September 2021 included the following:

 

 

Assisted in the review of our compensation peer group.

 

 

Provided input and guidance on the design of our executive compensation program, taking into account the say-on-pay results at the 2021 Annual Meeting and stockholder feedback.

 

 

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 new hires.

 

 

Analyzed various design alternatives for the long-term incentive compensation program.

 

 

Provided ad hoc advice and support throughout the engagement.

The Compensation Committee had previously engaged Compensia, Inc., a national compensation consulting firm, to assist it with compensation matters. The nature and scope of services provided to the Compensation Committee by Compensia through August 2021 included the following:

 

 

Monitored the responses with respect to executive compensation of peer group and other travel industry companies to the COVID-19 pandemic.

 

 

Provided input and guidance regarding decisions of the Compensation Committee with respect to executive compensation actions taken in response to the impacts of the COVID-19 pandemic.

 

 

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

 

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Provided advice with respect to compensation best practices and market trends for our executive officers, including our CEO and new hires.

 

 

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

 

 

Analyzed various design alternatives for the long-term incentive compensation program.

 

 

Provided ad hoc advice and support throughout the engagement

Competitive Positioning

At least annually, 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.

In December 2020, the Compensation Committee, with the assistance of Compensia, reviewed the compensation peer group to be used as a reference for purposes of its deliberations on our 2021 executive compensation program. Given the fluid circumstances underlying the COVID-19 pandemic and the ongoing uncertainty related to Sabre and the industry, the Compensation Committee determined not to make any changes to the peer group at that time.

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 2021 executive compensation matters:

 

Alliance Data Systems Corporation    Maximus, Inc.
Broadridge Financial Solutions, Inc.    NortonLifeLock Inc.
CACI International Inc.    Nuance Communications, Inc.
Citrix Systems, Inc.    Science Applications International Corporation
CoreLogic, Inc.    SS&C Technologies Holdings, Inc.
Euronet Worldwide, Inc.    Verisk Analytics, Inc.
Gartner, Inc.    The Western Union Company
Genpact Limited    WEX Inc.

In previously 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, SaaS companies, and other companies in related industries, companies with revenues between approximately $2.0 billion to $7.9 billion (or between approximately 0.5x to 2.0x of our preceding four quarters of revenue), and companies with market capitalization of approximately $1.8 billion to $17.9 billion (or between approximately 0.3x to 3.0x our estimated market capitalization). Further, the Compensation Committee considered companies with the following secondary selection criteria: revenue growth over the prior four quarters exceeding 5.0%, positive operating income over the prior four quarters, and are SaaS-based companies.

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

 

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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 serves 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, internal equity, and external factors.

In December 2021 and February 2022, the Compensation Committee, with the assistance of Korn Ferry, reviewed the compensation peer group to be used as a reference for purposes of its deliberations on our 2022 executive compensation program. Following this review, the Compensation Committee determined that, other than the removal of CoreLogic, Inc. which was acquired during 2021, no changes to the peer group were needed at that time.

The Compensation Committee, with the assistance of its compensation consultant, 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, including executive compensation actions taken in response to the effects of the COVID-19 pandemic. In evaluating the elements of our executive compensation program, the Compensation Committee assesses each element to help 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 performance objectives for our overall benefit, does 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- and cash-based incentives have multi-year vesting requirements. 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 performance objectives.

 

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Capped Annual Cash Incentive and PSU Awards. Awards in 2021 under the annual cash incentive compensation plan and grants of PSU awards were capped at 100% and 150%, respectively, of the target award level.

Compensation Elements of 2021 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 in 2021 and is intended to illustrate our overall objectives relative to our executive compensation program.

 

     

Long-term    

equity-based 

compensation

 

 

 

PSU awards

 

 

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

 

     

Annual cash 

compensation 

 

 

Annual incentive

 

 

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

 

 

 

Base salary

 

 

Provides a consistent and fixed amount of annual cash income

 

In March 2021, our CEO also received a time-based restricted stock unit award. For additional information on this award, see “—March 2021 Time-Based Restricted Stock Unit CEO Award.”

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.

In evaluating the base salaries of our executive officers, the Compensation Committee considers 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, retention purposes, internal equity, and external factors.

 

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2021 Base Salary Decisions

In March 2021, the Compensation Committee reviewed the base salaries of our executive officers, including our named executive officers, and approved the following base salaries, effective April 2021:

 

   

 

Named Executive Officer

 

 

 

Base Salary     

 

 

 

% Increase from 2020
Base Salary     

 

   

 

Sean Menke

 

   

 

     $

 

 

1,000,000     

 

 

 

   

 

 

 

 

     2.56

 

 

%     

 

   

Douglas Barnett

 

         $

 

722,625     

 

 

     

 

     2.50

 

%     

 

   

Wade Jones

 

         $

 

640,625     

 

 

     

 

     2.50

 

%     

 

   

Roshan Mendis

 

         $

 

512,500     

 

 

     

 

     2.50

 

%     

 

   

David Shirk

 

         $ 722,625                 2.50 %     

As noted above, the Compensation Committee considered several factors in approving these base salaries, including an assessment of competitive market data and each executive officer’s contributions towards meeting our financial objectives, as well as the objective of moving certain executives’ base salaries closer to the median of the competitive market for similarly-situated executives at the companies in our compensation peer group.

The base salaries paid to our named executive officers during 2021 are set forth in the “2021 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 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 our Executive Incentive Program, 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.

Annual Cash Incentive Target

For purposes of the 2021 EIP, the annual cash incentive target for each of our eligible executive officers, including our named executive officers, was expressed as a percentage of his or her base salary during 2021 and was as follows:

 

 

Named Executive Officer

 

 

 

     2021 Cash Incentive Target      
(as a percentage of base salary) 

 

 

Potential Payout

 

 

Sean Menke

 

 

   

 

 

 

 

 

150

 

 

 

%                     

 

 

 

 

         0% to 100% of target         

 

 

   

Douglas Barnett

 

 

     

 

 

100

 

 

%                     

 

 

  0% to 100% of target

 

 

   

Wade Jones

 

 

     

 

 

85

 

 

%                     

 

 

  0% to 100% of target

 

 

   

Roshan Mendis

 

 

     

 

 

85

 

 

%                     

 

 

  0% to 100% of target

 

 

   

David Shirk

 

     

 

100

 

%                     

 

  0% to 100% of target

 

 

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Historically, the maximum potential payout for the EIP has been 200% of the opportunity. For the 2021 EIP, the Compensation Committee reduced the maximum potential payout to 100% of the opportunity.

The annual cash incentive targets 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, internal equity, and external factors.

Corporate Performance Measures and Weights

In the first quarter of 2021, when the Compensation Committee was establishing goals for the 2021 EIP, the COVID-19 pandemic was continuing to significantly impact the travel industry and, correspondingly, our financial results. In addition, at that time, there was significant uncertainty in determining when the post-COVID-19 environment would take effect and how that environment would affect the industry. In light of this ongoing impact and uncertainty, the Compensation Committee sought to implement a 2021 executive compensation program that was designed to address the ongoing need to provide for a competitive executive compensation program that was aligned with stockholders’ interests. In connection with these objectives, the Compensation Committee sought to establish goals that it considered to be appropriate in the continuing COVID-19 pandemic and that were tied to our achievement of internally dependent goals designed to help benefit us in a recovery from the pandemic.

As a result, in the first quarter of 2021, the Compensation Committee approved the following for our 2021 EIP for our named executive officers:

 

 

LOGO

For the 2021 annual cash incentive program, the maximum payout potential was limited to 100% of the target opportunity, rather than the historical maximum payout potential of 200% of the target opportunity.

 

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Adjusted Free Cash Flow was defined as Free Cash Flow less capital expenditures, and total spend was defined as non-transaction-based expenses, excluding certain incremental investments and financing activity costs. The independent measures were based on the extent to which we achieved in 2021 specified net new GDS bookings (representing a 1.3% increase from 2019 base bookings), passengers boarded growth (representing a 1.3% growth over 2019 based passengers boarded), and central reservation transactions growth (representing approximately a 12% year-over-year growth over the 2019 base), and meeting certain specified goals in implementing our technology transformation and our billing platform. The Compensation Committee selected Adjusted Free Cash Flow and total spend as targets, given the focus of stockholders on our cash position in 2021. The Compensation Committee chose GDS bookings growth, passengers boarded growth, and central reservations transactions growth, given the extent to which these items support our revenue growth, and the Compensation Committee selected technology transformation and billing platform goals, given the extent to which the successful completion of these items are expected to create a platform for future stability and cost reductions.

In February 2022, the Compensation Committee determined that we achieved or exceeded our Adjusted Free Cash Flow and total spend targets for 2021, and that we exceeded the targets for GDS bookings growth, passengers boarded growth, and central reservations transactions growth, as well as achieved the specified goals for implementing our technology transformation and our billing platform. Based on this review, the Compensation Committee determined that the metrics under the 2021 EIP had been achieved, which would have resulted in a payout equal to 100% of the named executive officers’ target annual cash incentive; however, the Compensation Committee took into account Sabre’s and individual executive officers’ performance in 2021, and approved annual cash incentive payouts under the 2021 EIP in amounts that ranged from 85% to 95% of the named executive officers’ target annual cash incentive, as follows:

 

     

 

Named Executive Officer

 

 

 

2021
Cash Incentive
Target

 

 

 

 

2021 Actual
Cash Incentive Payment

 

 

 

2021 Actual Cash
Incentive Payment as a 
Percentage of Cash
Incentive Target

 

     

 

Sean Menke

 

 

   

 

     $

 

 

 

1,490,753     

 

 

 

 

 

   

 

     $

 

 

 

 

1,341,678     

 

 

 

 

 

 

 

   

 

 

 

 

 

     90

 

 

 

%     

 

 

     

Douglas Barnett

 

 

         $

 

 

718,279     

 

 

 

 

         $

 

 

682,365     

 

 

 

 

     

 

 

     95

 

 

%     

 

 

     

Wade Jones

 

 

         $

 

 

541,256     

 

 

 

 

         $

 

 

487,130     

 

 

 

 

     

 

 

     90

 

 

%     

 

 

     

Roshan Mendis

 

 

         $

 

 

433,005     

 

 

 

 

         $

 

 

389,705     

 

 

 

 

     

 

 

     90

 

 

%     

 

 

     

David Shirk

         $ 718,279               $ 610,537                 85 %     

The cash incentives actually paid to our named executive officers for 2021 are included in the “2021 Summary Compensation Table” below.

Long-Term Incentive Compensation

We have used long-term incentive compensation in the form of equity awards as the principal element of our executive compensation program to help align the financial interests of our executive officers, including our named executive officers, with those of our stockholders. We also have sought 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, including

 

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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, internal equity, and external factors.

2021 Equity Awards

The Compensation Committee approved equity awards in the form of PSUs to our named executive officers, which were granted on March 15, 2021. For 2021, 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. The annual equity awards granted in March 2021 were as follows:

 

 

  Named Executive Officer

 

 

 

2021 PSU

Award Value 

 

 

 

2021 Amount of 
PSU Award 

 

 

  Sean Menke

 

 

   

 

$

 

 

 

7,000,000  

 

 

 

 

 

   

 

 

 

 

 

417,910

 

 

 

 

 

  Douglas Barnett

 

 

    $

 

 

2,500,000  

 

 

 

 

     

 

 

149,254

 

 

 

 

  Wade Jones

 

 

    $

 

 

1,500,000  

 

 

 

 

     

 

 

89,552

 

 

 

 

  Roshan Mendis

 

 

    $

 

 

1,500,000  

 

 

 

 

     

 

 

89,552

 

 

 

 

  David Shirk

 

    $

 

2,500,000  

 

 

     

 

149,254

 

 

One-half of the PSUs will vest in March 2024, and one-half vest annually in three equal tranches, beginning in March 2022, subject to the named executive officer’s continued employment through the applicable vesting date. The Compensation Committee believes that this approach provides a combination of a long-term and annual performance periods, which is designed to help align the executive with stockholder interests while providing a retention feature.

The total number of units eligible to be earned under the PSU awards ranged from zero to 150% of the number of units granted, depending on the degree to which we achieved expense reduction and Adjusted Free Cash Flow targets for 2021. If we did not achieve a minimum expense reduction threshold for 2021, none of the PSUs would have vested. If this threshold requirement was met, then 50% to 100% of the target award would have vested, based on our expense reductions for 2021. The expense reduction metric funding began at funding 50% if we met 95% of our target total spend (defined as non-transaction-based expenses, but excluding certain incremental investments and financing activity costs) for 2021 of $1,129 million, with 100% of funding occurring if 97% of our target total spend was met. Thereafter, 100% to 150% of the target award would have vested, based on the extent to which we exceed an Adjusted Free Cash Flow target for 2021. Funding above 100% would have occurred if we achieved at least 105% of our Adjusted Free Cash Flow target of ($437) million, with a cap of 150% of funding if we achieved 125% of the Adjusted Free Cash Flow target for 2021. The Compensation Committee believed that these goals were designed to reward our executives for company achievement of internally dependent cost savings initiatives, as well as to help align performance with growth opportunities as the travel industry recovered.

In addition, the Compensation Committee determined in March 2021 that the metrics with respect to outstanding PSU awards with 2021 and 2022 performance periods would be impossible to achieve, given

 

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the ongoing impact of the COVID-19 pandemic and the related severe drop in our Free Cash Flow and Adjusted EBITDA. For 2021, our Free Cash Flow and Adjusted EBITDA continued to be negative during the severely restricted travel environment associated with the COVID-19 pandemic. As a result, the Compensation Committee reviewed the metrics with respect to outstanding PSU awards with 2021 and 2022 performance periods that were granted prior to 2021, in the context of the significant uncertainty related to the subsequent impact of the COVID-19 pandemic on our future financial results. Based on this review, in March 2021, the Compensation Committee replaced the existing performance metrics for PSUs outstanding as of that date that were granted prior to 2021 and that had 2021 and 2022 performance periods with the 2021 metrics described above; however, the vesting dates of these awards did not change.

In March 2022, the Compensation Committee evaluated our achievements regarding the 2021 performance criteria. Based on this review, the Compensation Committee determined that we achieved the total spend metric and that we achieved 162% of our Adjusted Free Cash Flow target, which would have resulted in achievement of 150% of the target award for the outstanding PSUs with 2021 performance periods. However, the Compensation Committee considered our stock price performance during 2021, as well as the amendment of PSUs with 2021 and 2022 performance periods described above and investor feedback regarding this amendment, and the Committee reduced the payout for outstanding PSUs with 2021 performance periods to 125% of target.

March 2021 Time-Based Restricted Stock Unit CEO Award

As discussed above, the Compensation Committee noted that, as a technology solutions provider, Sabre directly competes for executive and key employee talent within the technology industry. The Compensation Committee also considered the tremendous challenges that the travel industry continued to face in 2021 as a result of the COVID-19 pandemic environment. In particular, the Compensation Committee focused on talent and retention concerns in light of the disparate impact of COVID-19 on Sabre as compared to many other technology companies, potentially providing these companies with a competitive advantage in recruiting our key talent, including the new leadership engaged to help execute our strategic initiatives.

To address retentive vulnerability in the uncertain environment, and to help ensure retention and business continuity, both of which support stockholder interests, on March 15, 2021 the Compensation Committee granted Mr. Menke an award of 413,375 time-based restricted stock units on March 15, 2021. One-third of this award vests annually, beginning on March 15, 2022, subject to his continued service through the vesting dates. Due to its nature, this award was granted in addition to the equity awards granted under our total direct compensation program.

For additional information on these equity awards, see the “2021 Summary Compensation Table” and the “2021 Grants of Plan-Based Awards Table” below.

2020 Long-Term Performance-Based Cash Incentive Awards

In March 2020, certain executive officers, excluding our CEO, received long-term performance-based cash incentive awards. These awards were designed to help ensure alignment of participants with our strategic initiatives and intermediate business objectives. These awards supported our strategic initiatives, which form a part of our vision to lead a new marketplace for personalized travel. The awards were payable in

 

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March 2022 based on the Compensation Committee’s determination of the extent to which our strategic initiatives have been achieved by December 2021, based on criteria for certain strategic deliverables related to creating and distributing personalized offers, increasing our footprint in low-cost carrier growth and innovation, implementing an enhanced billing platform, moving our technology transformation forward, and enabling the NDC standard. The Compensation Committee determined that these criteria were achieved as of December 2021 and that, as a result, 100% of the cash incentive awards would be paid. Each of the named executive officers received a payment, other than Messrs. Menke and Mendis, who did not receive a long-term performance-based cash incentive award in 2020.

The 2020 long-term performance-based cash incentives actually paid to our named executive officers are included in the “2021 Summary Compensation Table” below.

Health, Welfare, and Other Employee Benefits

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

In addition, we provide other benefits to our executive officers, including 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.

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 an annual allowance of up to $13,000 per year, which can be applied towards items such as financial planning benefits, an annual physical program, tax advice and preparation, and legal advice. 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. Future practices with respect to perquisites or other personal benefits for named executive officers will be approved and subject to periodic review by the Compensation Committee.

 

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Employment Agreements and Offer Letters

 

We have entered into a written employment agreement or offer letter with each of our named executive officers. We believe that these agreements and letters 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, the Compensation Committee was aware that it would be necessary to recruit candidates with the requisite experience and skills to manage a growing business in a dynamic and ever-changing industry. Accordingly, it recognized that it would need to develop competitive compensation packages to attract qualified candidates in a highly-competitive labor market. At the same time, the Compensation Committee 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 additional information on the employment agreements and offer letters of our named executive officers, see “—Employment Agreements and Offer Letters” below.

Post-Employment Compensation

 

We have adopted the Sabre Corporation Executive Severance Plan (the “Executive Severance Plan”) for key executives of Sabre. Under the Executive Severance Plan, participants are eligible to receive certain payments and benefits in the event of a termination of their employment by Sabre without “cause” or a termination of employment by the participant for “good reason,” as well as upon “disability” (as each of these terms is defined in the Executive Severance Plan) and death. The Executive Severance Plan is designed to provide post-employment compensation payments and benefits that approximate the termination benefits that executive officers with employment agreements were entitled to receive under their respective agreements.

We provide these arrangements under the Executive Severance Plan to encourage our named executive officers to work at a dynamic and 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. We believe that the level of benefits provided under these various agreements is consistent 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).

 

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Other Compensation Policies and Programs

 

Stock Ownership Guidelines for Executive Officers and Directors and Stock Retention Requirement

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 closing price of our common stock on April 1 (or if that day is not a business day, the first business day immediately preceding that date). The guideline levels may be recalculated as of such other dates as may be requested from time to time by the Compensation Committee, the CEO or the Chief People Officer. As adopted, these stock ownership guidelines represented as base salary multiples are as follows:

 

 

  Position

 

  

 

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

 

 

  Chief Executive Officer

   Five
 

  Executive Vice Presidents

   Three
 

  Senior Vice Presidents

   Two

Once an individual has satisfied his or her applicable guideline level, the number of shares needed to satisfy the guideline level for all future calculations for that individual is fixed as of that measurement date and does not change as a result of subsequent fluctuations in the market price of our common stock, unless that individual’s ownership level falls below that amount.

Shares of our common stock that count towards satisfaction of the guidelines include shares beneficially owned by the individual or immediate family members, including shares held in retirement or deferral accounts, shares held in trust for the benefit of the individual or immediate family members, vested and unvested shares of restricted stock, vested deferred stock units, restricted stock units or performance share units that may only be settled in shares of stock, unvested shares of deferred stock units and restricted stock units that may only be settled in shares of stock, vested unexercised stock options and stock appreciation rights, to the extent that the exercise price is equal to or exceeds the closing price on the measurement date, and shares acquired as a result of the exercise of vested options to purchase shares of our common stock. Unvested shares of performance share units 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 as described above, he or she is required to retain an amount equal to 50% of the net shares of our common stock (i.e., shares remaining after the payment of the exercise price or the tax withholding obligations with respect to an equity award) received as the result of the exercise, vesting, or payment of any equity awards granted to him or her.

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. These individuals are expected to continuously own sufficient shares to satisfy the applicable guideline once attained for as long as they remain subject to the guidelines.

 

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As of the most recent measurement date, July 1, 2021, each of our executive officers has met their stock ownership requirement or is on track to attain his or her share target by the applicable required date. The Compensation Committee believes that this stock ownership aligns the financial interests of our executive officers with those of our stockholders.

Compensation Recovery Policy

The Compensation Committee has 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 which provides that employees who are recipients of equity grants, as well as individuals who have been designated as insiders, including executive officers and members of our Board of Directors, may not 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 these individuals 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 15th 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, or for retention or other business purposes. Under our equity grant policy, all awards to our executive officers must be granted by the Compensation Committee. Beginning in 2022, annual awards to non-employee directors are granted on the date of the annual meeting; previously, they were granted on March 15. See “Proposal 1: Election of Directors—Director Compensation Program—2022 Compensation.” 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.

Tax and Accounting Considerations

 

Deductibility of Compensation

Section 162(m) of the Code generally disallows for public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to the chief executive officer, chief financial officer,

 

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and each of the three other most highly-compensated executive officers in any taxable year. Prior to January 1, 2018, remuneration in excess of $1 million could in general be deducted if it qualified as “qualified performance-based compensation” within the meaning of the Code. The Tax Cuts and Jobs Act (the “TCJA”) eliminated the “performance-based” exception, beginning January 1, 2018; however, the TCJA provides a transition rule with respect to remuneration that is provided pursuant to a written binding contract that was in effect on November 2, 2017 and that was not materially modified after that date. As a result, compensation paid to our covered executive officers in excess of $1 million in taxable years beginning after December 31, 2017 will not be deductible unless it qualifies for the transition relief described above.

In designing our executive compensation program and determining the compensation of our executive officers, including the named executive officers, the Compensation Committee considers a variety of factors, including the possible tax consequences to us and our executive officers, such as the potential impact of the Section 162(m) deduction limit. To maintain flexibility to compensate our executive officers in a manner designed to promote short-term and long-term corporate goals and objectives, the Compensation Committee has not adopted a policy that all compensation must be deductible. The Compensation Committee believes that our stockholder interests are best served if its discretion and flexibility in structuring compensation programs to attract, motivate, and retain key executives is not restricted, even though such arrangements may result in non-deductible compensation expense. Thus, the Compensation Committee may approve compensation for the named executive officers that does not comply with an exemption from the deduction limit when it believes that such compensation is consistent with the goals of our executive compensation program and is in the best interests of Sabre and our stockholders.

“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 2021, and we have not agreed and are not otherwise obligated to provide any named executive officer with such a “gross-up” or other reimbursement.

Accounting for Stock-Based Compensation

We follow ASC Topic 718 for our stock-based compensation awards, which requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, stock appreciation rights and other awards, 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.

 

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  COMPENSATION DISCUSSION AND ANALYSIS  

 

       

 

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, 2021.

COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS

John Scott, Chair

Gary Kusin

Karl Peterson

Zane Rowe

 

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  EXECUTIVE COMPENSATION  

 

 

EXECUTIVE COMPENSATION

 

2021 Summary Compensation Table

 

The following table sets forth the compensation paid to, received by, or earned during fiscal years 2021, 2020 and 2019 by our named executive officers:

 

Name and
Principal
Position
    Fiscal  
   Year  
 

    Salary    

($)

 

Stock

Awards

($)(2)

 

Option
Awards

($)(2)

  Non-Equity
Incentive Plan
    Compensation    
   ($)(3)
  All Other
  Compensation  
   ($)(4)
 

Total

($)

Sean Menke(1)

                           

President and Chief Executive Officer

      2021     $ 993,750     $ 17,463,960           $ 1,341,678     $ 23,614     $ 19,823,002
      2020     $ 937,500     $ 8,416,937     $ 449,849     $ 731,251     $ 27,523     $ 10,563,060
      2019     $ 966,346     $ 5,770,265     $ 1,229,729     $ 797,594     $ 21,155     $ 8,785,089
             

Douglas Barnett

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Executive Vice President and Chief Financial Officer

      2021     $ 718,219     $ 3,258,563           $ 2,682,365     $ 31,290     $ 6,690,437
      2020     $ 688,731     $ 2,166,466     $ 96,396     $ 352,500     $ 10,513     $ 3,314,606
      2019     $ 699,808     $ 2,060,809     $ 439,189     $ 385,037     $ 22,196     $ 3,607,039
             

Wade Jones

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Executive Vice President and Chief Product Officer

      2021     $ 636,719     $ 2,005,701           $ 1,487,130     $ 17,823     $ 4,147,373
      2020     $ 583,154     $ 1,870,982     $ 64,264     $ 253,475     $ 8,448     $ 2,780,323
      2019     $ 561,442     $ 1,648,647     $ 351,351     $ 262,616     $ 17,054     $ 2,841,110
             

Roshan Mendis

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Executive Vice President and Chief Commercial Officer

      2021     $ 509,375     $ 1,727,563           $ 389,705     $ 1,779,754     $ 4,406,397
             

David Shirk(1)

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Executive Vice President, Sabre and President, Travel Solutions

      2021     $ 718,219     $ 3,511,415           $ 2,610,537     $ 26,509     $ 6,866,680
      2020     $ 681,577     $ 3,114,825     $ 128,528     $ 341,608     $ 18,707     $ 4,285,245
      2019     $ 684,808     $ 2,060,809     $ 439,189     $ 357,948     $ 25,843     $ 3,568,597

 

 

(1)

In connection with the election of Kurt Ekert as President of Sabre on January 3, 2022, Mr. Menke began serving solely as Chief Executive Officer as of that date, and Mr. Shirk stepped down as Executive Vice President and President, Travel Solutions on December 31, 2021 and began serving as Senior Advisor on January 1, 2022.

 

(2)

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 14, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. 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. As noted above, given the ongoing significant impact of the COVID-19 pandemic on our financial results in 2021, in March 2021, the Compensation Committee replaced performance metrics for PSUs with 2021 and/or 2022 performance periods that were granted prior to 2021, with performance metrics based on 2021 criteria. No associated accounting charge was taken with respect to these modifications that occurred in 2021, and therefore no charge is reflected in the “Stock Awards” column for 2021 with respect to these modified awards. See “—2021 Equity Awards.” In addition, Mr. Shirk’s change in position to Senior Advisor was deemed to result in a modification of his outstanding awards under GAAP (notwithstanding that there was no change to the terms of his awards); however, because there was a reduction in the amount of previously recognized stock compensation expense due to the reduction in the stock price in connection with this deemed modification, no incremental fair value was recognized with respect to these awards and is therefore not included in the “Stock Awards” column with respect to these awards. Amounts with respect to 2021 also represent the incremental grant date fair value above the grant date fair value reported with respect to 2020 for awards granted on March 15, 2020 due to the modifications that occurred in 2020. The

 

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  EXECUTIVE COMPENSATION  

 

       

 

  value on the date of grant of the PSUs granted on March 15, 2021, using a closing stock price on that date of $16.75 and assuming that the highest level of the performance conditions were achieved, would have been $10,499,989, $3,750,007, $2,249,994, $2,249,994, and $3,750,007 for Messrs. Menke, Barnett, Jones, Mendis, and Shirk, respectively.

 

(3)

The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the amounts paid to our named executive officers for the years indicated pursuant to the EIP. For a discussion of this plan, see “—Compensation Elements of Total Direct Compensation—Annual Incentive Compensation.” In addition, for 2021, amounts reported in this column also represent payment of the 2020 long-term performance-based cash incentive award. See “Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation—2020 Long-Term Performance-Based Cash Incentive Awards” for additional information. Messrs. Menke and Mendis did not receive a performance-based long-term cash incentive award in 2020.

 

(4)

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  
  Section
401(k) Plan
Matching
  Contribution  
 

Tax

  Gross-Up(a)  

    Other(b)     Total
               

  Sean Menke

      2021     $ 983           $ 5,020     $ 17,100     $ 201     $ 310     $ 23,614 
               

 

      2020     $ 983     $ 2,875     $ 10,000     $ 13,500     $ 65     $ 100     $ 27,523 
               

 

      2019     $ 958     $ 3,697           $ 16,500                 $ 21,155 
               

  Douglas Barnett

      2021     $ 770           $ 13,000     $ 17,100     $ 110     $ 310     $ 31,290 
               

 

      2020     $ 711                 $ 9,762     $ 10     $ 30     $ 10,513 
               

 

      2019     $ 696     $ 5,000           $ 16,500                 $ 22,196 
               

  Wade Jones

      2021     $ 631                 $ 17,100     $ 32     $ 60     $ 17,823 
               

 

      2020     $ 572                 $ 7,876                 $ 8,448 
               

 

      2019     $ 554                 $ 16,500                 $ 17,054 
               

  Roshan Mendis

      2021     $ 504                 $ 17,100     $ 33,878     $ 1,728,272     $ 1,779,754 
               

  David Shirk

      2021     $ 711     $ 4,140     $ 4,096     $ 17,100     $ 182     $ 280     $ 26,509 
               

 

      2020     $ 696     $ 3,408     $ 5,000     $ 9,554     $ 19     $ 30     $ 18,707 
               

 

      2019     $ 680     $ 2,963     $ 5,000     $ 16,500           $ 700     $ 25,843 

 

 

  (a)

For Mr. Mendis, 2021 amounts represent a tax gross-up on the amounts described in note (b). For Messrs. Menke, Barnett, Shirk and Jones, 2021 represents amount paid in connection with a years-of-service award received described in note (b).

 

  (b)

Mr. Mendis was previously on assignment in the UK, including in 2021, and has localized in the UK effective January 1, 2022. For Mr. Mendis, 2021 amounts represent (1) an amount accrued in 2021 with respect to payment of Mr. Mendis’ tax liabilities associated with his service in the UK in 2021 and prior years that were previously excluded from UK taxes, to Sabre’s benefit, in connection with Mr. Mendis’ utilization of the UK Overseas Workday Relief on his UK tax filings and that will become due as he remits these previously excluded amounts to the UK in connection with his localization in the UK and (2) amounts paid to Mr. Mendis in connection with his service on assignment in the UK, including Mr. Mendis’ other tax liabilities incurred in connection with the overseas assignment, tax preparation services, health insurance premiums, wire transfer fees, and visas for him and his family members. For Messrs. Menke, Barnett, Shirk and Jones, 2021 amounts represent a years-of-service award received.

 

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  EXECUTIVE COMPENSATION  

 

 

2021 Grants of Plan-Based Awards Table

 

The following table sets forth, for each of our named executive officers, the plan-based awards granted during 2021.

 

  Name    Grant Type   Grant
Date
    Approval
Date(1)
   

Estimated
Future
Payouts
Under
Non-
Equity
Incentive
Plan
Awards
(Target)

($)

    Estimated
Future
Payouts
Under Non-
Equity
Incentive
Plan
Awards
(Maximum)
($)
   

Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards
(Target)

(#)

    Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards
(Maximum)
(#)
    Grant
Date
Fair Value
of Stock
Awards
($)(4)
 

  Sean Menke

 

Annual cash

incentive(2)

                  $ 1,490,753     $ 1,490,753