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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.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 


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LOGO

Notice of 2023 Annual Meeting

of Stockholders and

Proxy Statement

 


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LOGO

March 16, 2023

Dear Fellow Stockholders:

We are pleased to invite you to the 2023 Annual Meeting of Stockholders. The meeting will be held on Wednesday, April 26, 2023, 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   

 

Sean Menke

  
Chair of the Board and 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 26, 2023, at our Global Headquarters, 3150 Sabre Drive, Southlake, Texas 76092, for the following purposes:

 

1.

To elect George Bravante, Jr., Hervé Couturier, Kurt Ekert, Rachel Gonzalez, 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, 2023,

 

3.

To approve our 2023 Omnibus Incentive 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 twelve nominees for directors named in this proxy statement, (2) FOR ratification of the appointment of our independent auditors, (3) FOR the approval of our 2023 Omnibus Incentive 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 February 28, 2023, 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 16, 2023

 

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be Held on April 26, 2023

This proxy statement and the 2022 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

    6  

Date and Time of Annual Meeting

    6  

Record Date; Mailing Date

    6  

Notice of Electronic Availability of Proxy Statement and Annual Report

    6  

How to Vote

    7  

How to Revoke Your Vote

    8  

Quorum

    8  

Votes Required

    8  

Abstentions and Broker Non-Votes

    9  

Solicitation of Proxies

    9  

Other Business

    9  

 

CORPORATE GOVERNANCE

    10  

 

Corporate Governance Guidelines

    10  

Board Leadership Structure

    10  

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

    35  

 

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS

    38  

 

Principal Accounting Firm Fees

    38  

Audit Committee Approval of Audit and Non-Audit Services

    38  

Audit Committee Report

    39  

 

    LOGO   Sabre Corporation    2023 Proxy Statement        |          i  


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  TABLE OF CONTENTS  

 

       

 

PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2023 OMNIBUS INCENTIVE COMPENSATION PLAN     41  

 

Alignment of 2023 Omnibus Plan with Stockholders’ Interests

    41  

Key Data

    42  

Summary of Terms of the 2023 Omnibus Plan

    43  

New Plan Benefits

    47  

U.S. Federal Income Tax Consequences

    48  

Required Vote

    50  

Equity Compensation Plan Information

    51  

 

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

    52  

 

COMPENSATION DISCUSSION AND ANALYSIS

    54  

 

Executive Summary

    54  

Compensation Philosophy and Principles

    58  

2022 Total Direct Compensation Mix

    59  

Compensation-Setting Process

    60  

Compensation Elements of 2022 Total Direct Compensation

    64  

2023 Executive Compensation Program

    70  

Employment Agreements and Offer Letters

    71  

Post-Employment Compensation

    71  

Other Compensation Policies and Programs

    72  

Tax and Accounting Considerations

    74  

Compensation Committee Report

    75  

 

EXECUTIVE COMPENSATION

    76  

 

2022 Summary Compensation Table

    76  

2022 Grants of Plan-Based Awards Table

    78  

2022 Outstanding Equity Awards at Fiscal Year-End Table

    79  

2022 Option Exercises and Stock Vested Table

    81  

Information on Employment Agreements and Offer Letters

    81  

Potential Payments upon Termination or Change in Control

    83  

CEO Pay Ratio

    88  

Pay-Versus-Performance Table

    89  

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    92  

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    94  

 

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  TABLE OF CONTENTS  

 

 

 

OTHER INFORMATION

    95  

 

Delinquent Section 16(a) Reports

    95  

2024 Stockholder Proposals

    95  

Proxy Access Nominations and Annual Meeting Advance Notice Requirements

    95  

Householding

    96  
APPENDIX A:   Sabre Corporation 2023 Omnibus Incentive Compensation Plan     A-1  
APPENDIX B:   Reconciliations of Certain Non-GAAP and GAAP Financial Measures     B-1  

 

    LOGO   Sabre Corporation    2023 Proxy Statement        |          iii  


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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, Kurt Ekert, Rachel Gonzalez, Gail Mandel, Sean Menke, Phyllis Newhouse, Karl Peterson, Zane Rowe, Gregg Saretsky, John Scott, and Wendi Sturgis, each 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 2023

 

 

     FOR

 

   

 

3. Approval of our 2023 Omnibus Incentive Compensation Plan

 

 

Approval of our 2023 Omnibus Incentive Compensation Plan, to replace our 2021 Omnibus Incentive Compensation Plan and increase the number of shares authorized for issuance under our equity-based compensation plans

 

 

     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’ 2023 compensation

 

 

     FOR

 

 

    LOGO   Sabre Corporation    2023 Proxy Statement        |          1  


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  PROXY STATEMENT SUMMARY  

 

       

 

Information on Director Nominees

 

Information about the twelve 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 (chair)

 Executive Committee

         

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

 Investment experience

 Financial and strategic business knowledge

 Executive experience

 Background in public accounting

 Audit Committee financial expert

     

Hervé Couturier

President, Kerney Partners

 

 Technology Committee (chair)

 Audit 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

 Executive experience at a travel distribution company

 Deep experience managing in complex mainframe and cloud environments

 International experience

     

Kurt Ekert

President, Sabre Corporation

 

 Technology Committee*

   

 Deep experience in travel industry, including at a travel distribution company and travel management companies

 Significant executive experience, including serving as President, Chief Executive Officer, Chief Commercial Officer, and Chief Operating Officer of travel industry companies

 Leadership experience through private company board experience and as an active duty officer in the United States Army

 

2       |     LOGO   Sabre Corporation    2023 Proxy Statement      


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  PROXY STATEMENT SUMMARY  

 

 

  Name and Occupation

 

 

 

Committee  
Roles  

 

 

Independent

 

 

Experience Highlights

 

     

Rachel Gonzalez

Former General Counsel, Executive Vice

President, Law & Corporate Affairs,

Starbucks Corporation

 

 Compensation Committee*

 Governance and Nominating Committee*

         

 Extensive legal and regulatory background

 Experience in supporting and shaping companies’ responses to cybersecurity matters

 Executive leadership experience

 Public company director experience

 Significant travel industry experience

     

Gail Mandel

Managing Director, Focused Point

Ventures, LLC

 

 Audit Committee

 Technology Committee

         

 Extensive leadership experience, as well as mergers and acquisition and financing experience, in the hospitality and travel industry

 Significant experience in finance and technology implementation

 Audit Committee financial expert

     

Sean Menke

Chair of the Board and CEO, Sabre

Corporation

 

 Executive Committee (chair)

 Technology Committee

   

 Extensive executive leadership in the airline industry

 Significant travel technology sector experience

 Public company director experience, providing oversight experience related to environmental, social and governance (“ESG”) matters

     

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

 

    LOGO   Sabre Corporation    2023 Proxy Statement        |          3  


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  PROXY STATEMENT SUMMARY  

 

       

 

  Name and Occupation

 

 

 

Committee  
Roles  

 

 

Independent

 

 

Experience Highlights

 

     

Karl Peterson

Former Senior Partner of TPG and

Managing Partner, TPG Pace Group

 

 Compensation Committee

 Governance and Nominating Committee

         

 Extensive experience as a director of several travel and technology companies

 Former executive of an airline travel company

 Led Sabre’s Board in connection with its ongoing focus on director refreshment

 Private equity investor with significant experience working with public companies

 Experience analyzing ESG matters

     

Zane Rowe

Executive Vice President and Chief

Financial Officer, VMware, Inc.

 

 Compensation Committee

 Technology Committee

         

 Extensive experience in the travel industry and the technology sector

 Experience in sales, operations, and strategic roles

 Financial expertise

     

Gregg Saretsky

Retired President and Chief Executive

Officer, WestJet

 

 Governance and Nominating Committee (chair)

 Executive Committee

 Technology Committee

         

 Deep airline industry experience

 Leadership experience as an executive of airline companies

 Strong background in strategy and planning

     

John Scott

Founder and Chairman of Park House

 

 Compensation Committee (chair)

 Executive 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

GmbH

 

 Governance and Nominating Committee

 Technology Committee

         

 Significant technology and marketing leadership experience

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

 Experience addressing cybersecurity matters

 

*

If elected, Mr. Ekert and Ms. Gonzalez are expected to be appointed to these committees after the 2023 Annual Meeting.

 

4       |     LOGO   Sabre Corporation    2023 Proxy Statement      


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  PROXY STATEMENT SUMMARY  

 

 

2023 Omnibus Incentive Compensation Plan

 

We are seeking approval of our 2023 Omnibus Incentive Compensation Plan (the “2023 Omnibus Plan”), which our Board of Directors adopted in March 2023, subject to stockholder approval. As of the date of this proxy statement, we have the 2021 Omnibus Incentive Compensation Plan (the “2021 Omnibus Plan”) in place. We are proposing adoption of the 2023 Omnibus Plan to replace the 2021 Omnibus Plan, which will also increase the number of shares authorized for issuance pursuant to our equity-based compensation plans. The 2023 Omnibus Plan is a critical part of our overall compensation program and is intended to promote the interests of Sabre and our stockholders by providing our employees, who are responsible for the management, growth, and protection of our business, with incentives and rewards to encourage them to continue in the service of Sabre. The 2023 Omnibus Plan is designed to meet these objectives by providing employees with a proprietary interest aligned with the long-term growth, profitability, and financial success of Sabre.

The Board of Directors recommends that stockholders vote FOR the approval of the 2023 Omnibus 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.

 

    LOGO   Sabre Corporation    2023 Proxy Statement        |          5  


Table of Contents

 

  PROXY STATEMENT  

 

       

 

LOGO

PROXY STATEMENT

for the Annual Meeting of Stockholders

to be held on April 26, 2023

INFORMATION ABOUT OUR ANNUAL MEETING

Date and Time of Annual Meeting

 

Our 2023 Annual Meeting will be held on Wednesday, April 26, 2023, 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 February 28, 2023 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, 328,592,810 shares of our 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 16, 2023.

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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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 twelve directors named in this proxy statement,

 

 

FOR the ratification of the appointment of our independent auditors,

 

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FOR the approval of the 2023 Omnibus Incentive 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 2023 Omnibus 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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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 2023 Omnibus 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, 2023 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 $13,000 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 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 investor relations section of our website at investors.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 Chair 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.

The leadership structure as of the date of this proxy statement is based on the leadership provided by a Chair of the Board and CEO (Mr. Menke as of the date of this proxy statement), with this position being subject to oversight and review by Sabre’s Board of Directors.

In addition, the Board has elected Mr. Saretsky to the position of independent Lead Director. As set forth in our Corporate Governance Guidelines, responsibilities of the Lead Director include:

 

 

Developing the agenda for and presiding over sessions of the independent directors, as well as providing feedback and perspective to the Chair of the Board 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 of the Board 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.

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.

In March 2022, Mr. Peterson announced his retirement as Chair of the Board, effective April 28, 2022. Mr. Peterson’s retirement as Chair of the Board does not affect his position as a director of Sabre. With Mr. Peterson’s planned retirement as Chair of the Board, the Board of Directors considered the relative benefits of combining the Chair of the Board and CEO positions versus retaining separate roles with an independent chair. 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

 

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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. The Board of Directors also considered the fact that Mr. Saretsky would serve as independent Lead Director. The Board of Directors further believes that this governance structure provides an effective balance between strong strategic leadership and oversight by independent directors.

In March 2023, we announced that, effective April 27, 2023, Mr. Menke will transition his role as Chief Executive Officer to Kurt J. Ekert, current President of Sabre. Mr. Menke will continue in his role as Sabre’s Executive Chair of the Board, and Mr. Ekert will also retain his title of President.

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.

Overview of Board Composition

 

The following charts provide a snapshot of the Board’s composition as of the date of this proxy statement.

 

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LOGO

 

 

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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 four self-identified diverse directors, including four who self-identify as female and two who self-identify as underrepresented minorities.

 

Board Diversity Matrix (as of March 16, 2023)

Total Number of Directors

 

  11

 

    Female   Male   Non-Binary   Did Not
Disclose
Gender

Part I: Gender Identity

 

               

Directors

 

  4

 

  7

 

  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

 

  1

 

  0

 

  0

 

  0

 

Native Hawaiian or Pacific Islander

 

  0

 

  0

 

  0

 

  0

 

White

 

  2

 

  7

 

  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

 

As of the date of this proxy statement, our Board of Directors is comprised of eleven directors and will be comprised of twelve directors if Mr. Ekert is elected. Our Certificate of Incorporation provides that the number of directors on our Board of Directors shall be not less than five directors nor more than 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, Rachel Gonzalez, 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 Gary Kusin, who retired from the Board of Directors in April 2022, was independent as defined under the corporate governance rules of Nasdaq during the period in 2022 in which he served as a director. 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 Chair of the Board and CEO. The Governance and Nominating Committee believes that the criteria for director nominees should support Sabre’s strategies and business, ensure effective governance, account for individual director attributes and the overall mix of those attributes, and support the successful recruitment of qualified candidates for the Board of Directors.

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

 

 
   General Attributes    Specific Attributes

 Leadership skills

 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 race, ethnicity, age, education, skill and cultural background

 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 of stockholders.

 

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Attributes of Current Directors

 

The Governance and Nominating Committee believes that each of our directors serving as of the date of this proxy statement, as well as Mr. Ekert, possesses all of the general attributes described above. The following chart provides an overview of certain attributes that we believe are applicable to our directors serving as of the date of this proxy statement.

 

 

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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 Board as of the date of this proxy statement 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 provision 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

 

Our Corporate Governance Guidelines provide that the Board is committed to having a Board that reflects diverse perspectives and believes it is important for the Governance and Nominating Committee to also consider diversity of race, ethnicity, gender, age, education, skill, and cultural background when evaluating candidates for nomination as new directors. 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 or Rule 14a-19, as applicable, will not be considered for presentation at the annual meeting, but may be considered by the Governance and Nominating Committee for any vacancies on the Board of Directors that arise 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 four times in 2022. 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 2022 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 membership for each committee as of the date of this proxy statement.

 

  Director        Audit             Compensation       

     Governance     

and

Nominating     

       Technology             Executive     
         

  George Bravante, Jr.

  Chair(1)  

 

 

 

 

 

  Member
         

  Hervé Couturier

  Member  

 

 

 

  Chair   Member
         

  Rachel Gonzalez(2)

 

 

 

 

 

 

 

 

 

 

         

  Gail Mandel

  Member(1)  

 

 

 

  Member  

 

         

  Sean Menke

 

 

 

 

 

 

  Member   Chair
         

  Phyllis Newhouse

  Member  

 

 

 

  Member  

 

         

  Karl Peterson

 

 

  Member   Member  

 

 

 

         

  Zane Rowe

 

 

  Member  

 

  Member  

 

         

  Gregg Saretsky

 

 

 

 

  Chair   Member   Member
         

  John Scott

 

 

  Chair   Member  

 

  Member
         

  Wendi Sturgis

 

 

 

 

  Member   Member  

 

 

(1)

Audit Committee financial expert.

(2)

Ms. Gonzalez is expected to be appointed to the Compensation Committee and the Governance and Nominating Committee following the 2023 Annual Meeting.

Each of the committees operates under its own written charter adopted by the Board of Directors, each of which is available on the investor relations section of our website at investors.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,

 

 

compliance with legal, regulatory, or stock exchange requirements,

 

 

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

 

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

 

 

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. (Chair), 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 eight times in 2022.

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, competitive market data pertaining to compensation at companies determined by the Committee to be comparable, and such other factors as the Committee deems relevant,

 

 

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 (Chair), Karl Peterson, and Zane Rowe, each of whom is “independent,” as defined under Nasdaq rules. The Compensation Committee met six times in 2022.

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 align with 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.

 

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The Compensation Committee has 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 limited nature, providing these services does not impact its independence. The Compensation Committee has limited the amount of these services, and in 2022 they amounted to $257,000. 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 Chair of the Compensation Committee, as well as other Compensation Committee members, between meetings from time to time.

The Compensation Committee has assessed the independence of Korn Ferry 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.

Compensation Policies and Practices Risk Assessment

At the request of the Compensation Committee, Korn Ferry 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

 

 

ESG matters applicable to Sabre.

The members of the Governance and Nominating Committee are Gregg Saretsky (Chair), Karl Peterson, 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 2022.

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,

 

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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 (Chair), Gail Mandel, Sean Menke, Phyllis Newhouse, Zane Rowe, Gregg Saretsky, and Wendi Sturgis. The Technology Committee met four times in 2022.

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 Sean Menke (Chair), George Bravante, Jr., Hervé Couturier, Gregg Saretsky, and John Scott. The Executive Committee did not meet in 2022.

Compensation Committee Interlocks and Insider Participation

 

As of the date of this proxy statement, none of our executive officers 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.

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, all directors are elected annually.

 

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  CORPORATE GOVERNANCE  

 

       

 

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 investor relations section of our website at investors.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 investor relations section of our website at investors.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.

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. We maintain an enterprise risk management program, which includes periodic assessments of various significant strategic risks, including possible emerging risks. These assessments occur on at least on an annual basis. These assessments are shared with our Disclosure Committee and the Audit Committee, with quarterly updates provided to the Audit Committee regarding management’s approach to address the top risks identified. We also maintain a dedicated compliance function which reports to our Chief Legal Officer and which provides quarterly reports to the Audit Committee.

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, as well as overseeing risks related to ESG matters. The Technology Committee, in coordination with the Audit Committee, is responsible for periodically reviewing, appraising, and discussing with management the quality and effectiveness of Sabre’s information technology security, data privacy, and disaster recovery capabilities.

We believe that the 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 the Chair of the Board.

 

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  CORPORATE GOVERNANCE  

 

 

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.

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

       

 

PROPOSAL 1: ELECTION OF DIRECTORS

General Information

 

Our business and affairs are managed under the direction of our Board of Directors. Our Certificate of Incorporation provides that our Board of Directors shall consist of at least five directors but no more than thirteen directors.

As of the date of this proxy statement, the Board of Directors consists of eleven members. The Board of Directors, upon the recommendation of the Governance and Nominating Committee, has recommended Kurt Ekert for election to the Board of Directors. If Mr. Ekert is elected, the Board of Directors will consist of twelve directors. The twelve 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 2024 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 16, 2023, 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, 2018. All of the nominees, other than Mr. Ekert, are current directors standing for reelection.

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

 

For a One-Year Term Expiring at the 2024 Annual Meeting of Stockholders

 

 

 

GEORGE R. BRAVANTE, JR.

 

  

Sabre committee membership:

  Audit Committee (chair)

  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. Prior to that, he served as Chief Financial Officer of RMB Realty, where he was extensively involved with all aspects of numerous commercial real estate transactions, and as Manager at Ernst & Whinney (now Ernst & Young LLP). He serves as a director of KBS Growth & Income REIT, Inc., a real estate investment trust.

 

Education:

  B.A. in Accounting, University of South Carolina

 

Director qualifications:

We believe that Mr. Bravante should serve on our Board of Directors because of his travel industry experience, including his service as chairman of the board of ExpressJet Holdings, Inc., as well as his investment experience and financial and strategic business knowledge, including his executive experience as a CEO and CFO and his background in public accounting. He has been designated as an Audit Committee financial expert.

 

Other current public company directorships:

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

 

LOGO

 

 

64,

Director since December 2014

 

 

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

 

    

    

    

    

    

    

    

    

 

 

    

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

       

 

 

HERVÉ COUTURIER

 

  

Sabre committee membership:

  Technology Committee (chair)

  Audit Committee

  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 various private software companies, including Infovista Inc. 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, now part of ACI Worldwide, and XRT, a leading European treasury management software company, now part of the Sage Group PLC. He began his career at IBM in 1982, where he held various engineering and business positions until 1997.

 

Education:

  Engineering degree, École Centrale Paris

  M.S., École Centrale Paris

 

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, including executive experience at a travel distribution company. In addition, he has deep knowledge and understanding regarding managing in complex mainframe and cloud environments, as well as cybersecurity experience. We believe this international and industry expertise provides valuable insights for our Board of Directors and management, including as Sabre continues to execute its technology transformation.

 

LOGO

 

 

64,

Director since December 2017

 

 

President, Kerney Partners

 

    

    

    

    

        

    

    

    

    

    

    

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

 

KURT EKERT

 

  

Professional experience:

Mr. Ekert has served as President of Sabre since January 2022. Mr. Ekert has been elected as Chief Executive Officer and President of Sabre, effective as of April 27, 2023. Prior to joining Sabre, Mr. Ekert served as President and Chief Executive Officer of Carlson Worldwide Travel (CWT) from 2016 to 2021. Sabre has an agreement with CWT pursuant to which Sabre provides CWT with access to its GDS and pays incentive fees to CWT, and CWT purchases certain products from Sabre. From 2010 to 2015, he served as Executive Vice President and Chief Commercial Officer of Travelport Worldwide Ltd., a distribution services provider for the global travel industry, and from 2006 to 2010, he served as Chief Operating Officer of Gulliver’s Travel Associates (GTA), a division of Travelport. From 2002 to 2006, he served in executive roles of increasing responsibility at Cendant (at then Cendant subsidiaries Travelport and Orbitz Worldwide). Prior to joining Cendant, Mr. Ekert’s experience in the travel industry included a number of senior finance roles at Continental Airlines. He also served four years as an active duty officer in the US Army. Mr. Ekert serves as a director of Passur Aerospace, Inc., a business intelligence company, and a director of ZYTLYN. He previously was Chairman of the US Department of Commerce Travel & Tourism Advisory Board, as well as a director for each of eNett, Carlson Travel Inc., the World Travel & Tourism Council, and the UNGA Global Partnership to End Violence Against Children.

 

Education:

  B.S. in Economics, Wharton School, University of Pennsylvania

  M.B.A., University of South Carolina

 

Director qualifications:

Mr. Ekert has deep experience in the travel industry, including executive experience at a travel distribution company, a travel management company and an online travel agency. In addition, he has leadership experience through his private company board experience and his service as an active duty officer in the United States Army. We believe this industry expertise and leadership provide critical insights for our Board of Directors and management.

 

LOGO

 

 

52

 

 

President, Sabre Corporation

 

 

    

        

    

    

    

    

    

    

    

    

 

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RACHEL GONZALEZ

 

  

Professional experience:

Ms. Gonzalez is the former Executive Vice President, Law & Corporate Affairs and General Counsel of Starbucks Corporation, serving in the role from 2018 to 2022. While at Starbucks, she actively shaped, influenced and executed the company’s revenue, earnings and growth ambitions; she supported Starbucks’ response to the COVID global health pandemic. Beginning April 1, 2023, Ms. Gonzalez will serve as General Counsel of GE Vernova, GE’s portfolio of energy businesses. Prior to Starbucks, Ms. Gonzalez served as Chief Administrative Officer at Sabre Corporation, where she was responsible for human resources, corporate communications, legal strategy, regulatory affairs, corporate compliance and government affairs. She joined Sabre in 2014 as Executive Vice President and General Counsel. Her key accomplishments at Sabre include supporting the restructuring of resources to provide an appropriate foundation for growth, as well as guiding the Company through significant antitrust matters. Before Sabre, Ms. Gonzalez served as Executive Vice President, General Counsel and Corporate Secretary with Dean Foods, Senior Vice President and Group Counsel with Affiliated Computer Services, and Partner with law firm Morgan, Lewis & Bockius. She currently serves on the board of Electronic Arts Inc. and advisory board of PODER25, a sub-organization of the Hispanic National Bar Association, and as an observer to the board of Vacasa, Inc.

 

Education:

  B.S. in Comparative Literature, University of California, Berkeley

  J.D., Boalt Hall School of Law, University of California, Berkeley

 

Director qualifications:

Ms. Gonzalez has an extensive legal and regulatory background, including her experience serving as a public company General Counsel experience and her role in shaping companies’ responses to cybersecurity matters. In addition, her executive leadership experience, including in the travel and technology industry, and public company board service are significant assets to our Board of Directors.

 

Diversity:

  Identifies as Female

  Identifies as Hispanic/Latino

 

Other current public company directorships:

  Electronic Arts Inc. (2021 to present)

 

Former public company directorships since 2018:

  Dana, Inc. (2017 to 2022)

 

 

LOGO

 

 

53,

Director since October 2022

 

 

Former General Counsel, Executive Vice President, Law & Corporate Affairs, Starbucks Corporation

 

    

 

 

    

    

    

    

    

    

    

    

 

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GAIL MANDEL

 

  

Sabre committee membership:

  Audit Committee

  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 a Director for Dave & Buster’s Entertainment, Inc., a leading owner and operator of high-volume entertainment and dining venues as well as the Chairman of the Board and Chair of the Audit Committee of PureStar, a private equity backed 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, 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 Exchange & Rentals, 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/Travel Services, and from October 1997 to February 1999, Ms. Mandel was Controller, Cendant Mobility. Ms. Mandel received her CPA license (currently inactive) from the State of New York in 1993.

 

Education:

  B.B.A. in Public Accounting, summa cum laude, Pace University

  Global Leaders Program, The Wharton School, University of Pennsylvania

 

Director qualifications:

Ms. Mandel has extensive leadership experience, as well as mergers and acquisition and financing experience, in the hospitality and travel industry; this background allows her to provide key insights to our Board of Directors as it oversees the development and implementation of our strategy. In addition, she has significant experience in finance and technology implementation, which provides an important contribution to our Board of Directors. She has been designated as an Audit Committee financial expert.

 

Diversity:

  Identifies as Female

 

Other current public company directorships:

  Dave & Buster’s Entertainment, Inc. (2022 to present)

 

LOGO

 

 

54,

Director since April 2020

 

 

Managing Director, Focused Point Ventures, LLC

 

 

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

       

 

 

SEAN MENKE

 

  

Sabre committee membership:

  Executive Committee (chair)

  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. He was elected Chair of the Board effective April 28, 2022. Effective as of April 27, 2023, Mr. Menke will transition to be solely Executive Chair of the Board of Directors. Mr. Menke previously 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. He serves as a director of Waste Management, Inc., a provider of comprehensive waste management environmental services.

 

Education:

  B.S. in Economics, Ohio State University

  B.S. in Aviation, Ohio State University

  M.B.A., University of Denver

 

Director qualifications:

Mr. Menke’s career in the airline business has spanned more than 20 years in executive leadership roles, as well as in senior level marketing, operations, customer experience, strategy, planning, sales, distribution, and revenue management roles. In addition, he has extensive travel technology sector experience, including through his current position and his prior role as President of Travel Network of Sabre, which not only provides insights into the strategic matters related to Sabre but also experience in overseeing complex cybersecurity matters. Furthermore, he has significant experience as a public company director, providing him with key oversight experience related to ESG matters. These attributes make him a valuable asset to our management and our Board of Directors.

 

Other current public company directorships:

  Waste Management, Inc. (2021 to present)

 

 

LOGO

 

 

54,

Director since December 2016

 

 

Chair of the Board and CEO, Sabre Corporation

 

    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

 

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PHYLLIS NEWHOUSE

 

  

Sabre committee membership:

  Audit Committee

  Technology Committee

 

Professional experience:

Ms. Newhouse 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 (“SPAC”), and since December 2021 has served as a director of Heliogen, Inc., which conducted a business combination with Athena. She serves as CEO and a director of ShoulderUp Technology Acquisition Corp., a SPAC. 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.

 

Education:

  B.A. in Liberal Arts Science, Saint Leo College

  Graduate of the Institute of Entrepreneurial Leadership program sponsored by John F. Kennedy University

  Honorary Doctor of Philosophy, CICA International University

 

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.

 

Diversity:

  Identifies as Female

  Identifies as Black or African American

 

Other current public company directorships:

  Heliogen, Inc. (December 2021 to present)

  ShoulderUp Technology Acquisition Corp. (2021 to present) (SPAC)

 

Former public company directorships since 2018:

  Athena Technology Acquisition Corp. (2020 to December 2021) (SPAC)

 

 

LOGO

 

 

60,

Director since April 2021

 

 

Founder and CEO, Xtreme Solutions, Inc.

 

    

 

 

    
    
    
    
    
    
    
    
       

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

       

 

 

KARL PETERSON

 

  

Sabre committee membership:

  Compensation Committee

  Governance and Nominating Committee

 

Professional experience:

Mr. Peterson heads CapitalKP and Peterson Capital Partners, family offices with extensive public and private market investments. Mr. Peterson served as Sabre’s Chair of the Board from January 2020 to April 2022 and as Lead Director during 2017. He was formerly 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 and a member of the firm’s Executive Committee. He previously served as President and CEO of TPG Pace Holdings and Pace Holdings Corp. and Chairman of TPG Pace Technology, TPG Pace Solutions and TPG Beneficial Finance. After rejoining TPG in 2004, Mr. Peterson 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 and TPG Beneficial Finance II.

 

Education:

  B.B.A. with high honors, University of Notre Dame

 

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 through working with public companies, Mr. Peterson brings a keen strategic understanding of our industry, the competitive landscape and public company considerations. As Chair of the Board of Sabre, Mr. Peterson led the Board in connection with its ongoing focus on director refreshment, which the Board of Directors believes enhanced its skillset and added directors with diverse skills and attributes. In addition, Mr. Peterson has significant experience as a private equity investor, including experience with SPACs focusing on ESG, which provides important insights regarding financial and capital markets, as well as ESG matters.

 

Other current public company directorships:

  Playa Hotels and Resorts (2017 to present)

  TPG Pace Beneficial II Corp. (2021 to present) (SPAC)

  Accel Entertainment, Inc. (2019 to present)

  Vacasa, Inc. (2021 to present)

 

Former public company directorships since 2018:

  TPG Pace Holdings (2017 to 2019) (SPAC)

  TPG Pace Beneficial Finance (2020 to 2022) (SPAC)

  TPG Pace Solutions (2021) (SPAC)

  TPG Pace Tech Opportunities Corp. (2020 to 2021) (SPAC)

 

 

LOGO

 

 

52,

Director since March 2007

 

 

Former Senior Partner of TPG and Managing Partner, TPG Pace Group

 

    

 

 

    
    
    
    
    
    
    
    
    
    
    
    
    
    
       

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

 

ZANE ROWE

 

  

Sabre committee membership:

  Compensation Committee

  Technology Committee

 

Professional experience:

Mr. Rowe has served as Executive Vice President and 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 technology sector and the travel industry, including as an airline executive, and in sales, operations and strategic roles provide key contributions to our Board of Directors. In addition, his significant financial experience plays an important role on our Board of Directors.

 

Education:

  B.S., Embry-Riddle Aeronautical University

  M.B.A., San Diego State University

 

Former public company directorships since 2018:

  Pivotal Software, Inc. (2016 to 2019)

 

 

LOGO

 

 

52,

Director since May 2016

 

 

Executive Vice President and Chief Financial Officer, VMware, Inc.

 

    

 

    

    

    

    

    

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

       

 

 

GREGG SARETSKY

 

  

Sabre committee membership:

  Governance and Nominating Committee (chair)

  Executive Committee

  Technology 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.

 

Education:

  B.S. in Microbiology and Biochemistry, University of British Columbia, Vancouver

  M.B.A. in Finance and Marketing, University of British Columbia, Vancouver

  Advanced International Management, University of Alberta, Banff

 

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 provide critical insights regarding our customers and make him a valuable asset to our Board of Directors. In addition, his strong background in strategy and planning provides important insights to our Board of Directors.

 

 

LOGO

 

 

63,

Director since July 2020

 

 

Retired President and Chief Executive Officer, WestJet Lead Director, Sabre Corporation

 

    

 

 

    
    
    
    
    
    
    
    
    
       

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

 

JOHN SCOTT

 

  

Sabre committee membership:

  Compensation Committee (chair)

  Executive Committee

  Governance and Nominating 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 has served as Chairman of Park House, a new private social club business located in Dallas, TX which seeks to redefine the private social club model, since 2015. He has also served since 2017 as Chairman of A&O Hotels, a European hybrid hotel and hostel platform. 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 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 board of privately-held Subway Restaurant 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.

 

Education:

  B.A., Dartmouth College

  M.B.A., Harvard University

 

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., provides important insights and contributions to our Board of Directors. Furthermore, our Board of Directors considers his significant experience in serving on the boards of private and public companies as providing a critical asset.

 

Former public company directorships since 2018:

  Cedar Fair Entertainment (2010 to 2020)

 

LOGO

 

 

57,

Director since July 2020

 

 

Founder and Chairman of Park House

 

 

    

 

    

    

    

        

    

    

    

    

    

    

 

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WENDI STURGIS

 

  

Sabre committee membership:

  Governance and Nominating Committee

  Technology Committee

 

Professional experience:

Ms. Sturgis has served as Chief Executive Officer of cleverbridge GmbH, 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 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. She has served on multiple boards including Kustomer, 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.

 

Education:

  B.S. in Industrial Management, Georgia Institute of Technology

 

Director qualifications:

We believe that Ms. Sturgis’ significant 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. In addition, her roles in the technology industry have provided her significant experience addressing cybersecurity matters, which is an important consideration for her service on our Board of Directors.

 

Diversity:

  Identifies as Female

 

Other current public company directorships:

  The Container Store Group, Inc. (2019 to present)

 

Former public company directorships since 2018:

  Student Transportation of America (2013 to 2018)

 

LOGO

 

 

55,

Director since April 2021

 

 

Chief Executive Officer, cleverbridge GmbH

 

    

 

    

    

    

        

    

    

    

    

    

    

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

 

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Director Compensation Program

 

2022 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.”

For 2022, 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 the date of the annual meeting
 

  Audit Committee chair annual cash retainer

  additional $30,000, paid quarterly
 

  Audit Committee member annual cash retainer

  additional $15,000, paid quarterly
 

  Compensation Committee chair annual cash retainer

  additional $20,000, paid quarterly
 

  Compensation Committee member annual cash retainer

  additional $10,000, paid quarterly
 

  Governance and Nominating Committee chair annual cash retainer

  additional $15,000, paid quarterly
 

  Governance and Nominating Committee member annual cash retainer

  additional $10,000, paid quarterly
 

  Technology Committee chair 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 Lead Director receives an additional annual cash retainer equal to $50,000, payable quarterly in arrears, for service as Lead Director.

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”), (iii) from April 2019 to March 2022 were pursuant to the 2019 Director Equity Compensation Plan (the “2019 Director Plan”), and (iv) during and after April 2022 were pursuant to the 2022 Director Equity Compensation Plan (the “2022 Director Plan”). Each of the 2014 Omnibus Plan, the 2016 Omnibus Plan, the 2019 Director Plan and the 2022 Director Plan was approved by stockholders.

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

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

       

 

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, as described above. Based on its review, the Compensation Committee recommended no changes to our director compensation program, other than the annual cash retainer for the Lead Director described above, which the Board approved effective April 28, 2022.

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, if earlier, in the event of a change in control of Sabre.

2022 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 2022. Mr. Menke, who is our Chair of the Board and 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 “2022 Summary Compensation Table” below.

 

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

  George Bravante, Jr.

    $ 120,000     $ 160,001     $ 280,001  
     

  Hervé Couturier

    $ 120,000     $ 160,001     $ 280,001  
     

  Rachel Gonzalez(3)

    $ 17,853     $ 400,000     $ 417,853  
     

  Gary Kusin(4)

    $ 32,418           $ 32,418  
     

  Gail Mandel

    $ 115,000     $ 160,001     $ 275,001  
     

  Phyllis Newhouse

    $ 115,000     $ 160,001     $ 275,001  
     

  Karl Peterson

    $ 155,330     $ 160,001     $ 315,331  
     

  Zane Rowe

    $ 110,000     $ 160,001     $ 270,001  
     

  Gregg Saretsky

    $ 146,250     $ 160,001     $ 306,251  
     

  John Scott

    $ 120,000     $ 160,001     $ 280,001  
     

  Wendi Sturgis

    $ 110,000     $ 160,001     $ 270,001  

 

(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 2022, computed in accordance with Financial Accounting Standard Board

 

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  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 13, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. 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.

 

(2)

The following table sets forth information on the restricted stock unit awards for shares of our common stock granted in 2022 and the aggregate number of shares of our common stock subject to such outstanding restricted stock unit awards held at December 31, 2022 by the non-employee members of our Board of Directors.

 

  Director     Grant Date       Restricted Stock  
Units Awarded in
2022 (#)
 

Restricted Stock

Units Held at
  December 31, 2022 (#)

     

  George Bravante, Jr.

      04/27/2022         14,612 (a)        14,612 (a) 
          

  Hervé Couturier

      04/27/2022         14,612       14,612
     

  Rachel Gonzalez

      10/20/2022         70,922       70,922
     

  Gary Kusin

      04/27/2022              
     

  Gail Mandel

      04/27/2022         14,612       25,327
     

  Phyllis Newhouse

      04/27/2022         14,612       30,772
     

  Karl Peterson

      04/27/2022         14,612 (a)        14,612 (a) 
          

  Zane Rowe

      04/27/2022         14,612       14,612
     

  Gregg Saretsky

      04/27/2022         14,612       27,112
     

  John Scott

      04/27/2022         14,612       27,112
     

  Wendi Sturgis

      04/27/2022         14,612       30,772

 

  (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)

For Ms. Gonzalez, fees earned or paid in cash represent amounts earned in 2022 and paid in 2023.

 

(4)

Mr. Kusin retired from the Board effective April 27, 2022.

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.

 

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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, 2023, 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, 2024 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, 2022 and 2021 to our principal accounting firm, Ernst & Young, were as follows (in thousands):

 

 

 

  2022   2021
   

Audit Fees(1)

    $ 7,925     $ 8,104
   

Audit-Related Fees(2)

    $ 899     $ 1,248
   

Tax Fees(3)

    $ 1,039     $ 270
   

All Other Fees(4)

    $ 12     $ 12

 

(1)

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

 

(2)

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

 

(3)

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

 

(4)

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

Audit Committee Approval of Audit and Non-Audit Services

 

All audit and non-audit services provided by Ernst & Young to Sabre are pre-approved by the Audit Committee using the following procedures. At the first 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 Chair 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 their 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 Chair 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 2022 were pre-approved by the Audit Committee or the Chair 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, 2023.

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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  PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS  

 

       

 

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

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

Based on the above-mentioned review and discussions with management and the auditors, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Sabre’s Annual Report on Form 10-K for the year ended December 31, 2022, 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 2023 OMNIBUS INCENTIVE COMPENSATION PLAN  

 

 

PROPOSAL 3: APPROVAL OF THE SABRE

CORPORATION 2023 OMNIBUS INCENTIVE COMPENSATION PLAN

In March 2023, our Board of Directors adopted the Sabre Corporation 2023 Omnibus Incentive Compensation Plan (the “2023 Omnibus Plan”), subject to approval by our stockholders at the 2023 Annual Meeting.

We have the 2021 Omnibus Plan in place as of the date of this proxy statement, and as of December 31, 2022, there were 11,464,941 shares of our common stock available for issuance under the 2021 Omnibus Plan. We expect to utilize an additional approximately 95,000 shares of common stock under the 2021 Omnibus Plan through the date of the 2023 Annual Meeting, which will result in approximately 11,369,941 shares of common stock available for issuance under the 2021 Omnibus Plan as the date of the 2023 Annual Meeting. We have also approved the grant of awards contingent on the approval of the 2023 Omnibus Plan, which is not included in this amount. See “—New Plan Benefits.” Subject to approval of the 2023 Omnibus Plan by stockholders, the 2023 Omnibus Plan will replace the 2021 Omnibus Plan for grants made after the 2023 Annual Meeting, which will also increase the number of shares authorized for issuance pursuant to our equity-based compensation plans.

The 2023 Omnibus Plan is a critical part of Sabre’s overall compensation program and is intended to promote the interests of Sabre and its stockholders by providing Sabre’s employees, who are responsible for the management, growth, and protection of Sabre’s business, with incentives and rewards to encourage them to continue in the service of Sabre. The 2023 Omnibus Plan is designed to meet these objectives by providing employees with a proprietary interest aligned with the long-term growth, profitability, and financial success of Sabre.

As with the 2021 Omnibus Plan, non-employee directors are not eligible to participate in the plan; instead, they participate in the 2022 Director Plan.

Alignment of 2023 Omnibus Plan with Stockholders’ Interests

 

 

The 2023 Omnibus Plan is designed to reinforce the alignment of our equity compensation opportunities for officers and employees with stockholders’ interests and, as highlighted below, includes a number of noteworthy provisions.

 

 

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 Repricings/Cash Buyouts without Stockholder Approval. The 2023 Omnibus Plan prohibits, without stockholder approval, a stock option or a stock appreciation right from being repurchased for cash at a time when the exercise or strike price, as applicable, is equal to or greater than the fair market value of the underlying shares. The 2023 Omnibus 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.

 

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  PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2023 OMNIBUS INCENTIVE COMPENSATION PLAN  

 

       

 

 

No “Evergreen” Provision. There is no “evergreen” feature pursuant to which the shares available for issuance under the 2023 Omnibus Plan can be automatically replenished.

 

 

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

 

 

No Automatic Grants. The 2023 Omnibus Plan does not provide for “reload” or other automatic grants to participants.

 

 

No Tax Gross-ups. The 2023 Omnibus Plan does not provide for any tax gross-ups.

 

 

Compensation Recovery (“Clawback”). The 2023 Omnibus Plan provides that Sabre is entitled, to the extent permitted or required by applicable law, Sabre policy (including our Executive Compensation Recovery 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 2023 Omnibus Plan.

 

 

No Single Trigger Vesting Upon a Change in Control. The 2023 Omnibus Plan provides that all outstanding equity awards will become exercisable and/or vest in the event of a change in control of Sabre only if these awards are not assumed, continued, or substituted by the surviving corporation, or if the holder undergoes a qualifying termination of employment following a change in control of Sabre.

 

 

No Liberal Share Recycling. Shares of our common stock used to pay the exercise price (whether through actual or constructive transfer) or tax withholding requirements related to any award granted under the 2023 Omnibus Plan may not be regranted, issued, or transferred under the 2023 Omnibus Plan.

 

 

Minimum Vesting Period. 95% of the shares of our common stock issued pursuant to an equity award granted under the 2023 Omnibus Plan will be subject to a minimum one-year vesting requirement.

Key Data

 

The following table includes information regarding outstanding equity awards, shares available for grants of future equity awards under the 2021 Omnibus Plan and the 2022 Director Plan, and the total weighted number of shares of our common stock outstanding as of December 31, 2022 (and without giving effect to approval of this Proposal 3):

 

 

Total shares underlying outstanding options

      2,635,556
 

Weighted average exercise price of outstanding options

    $ 13.64
 

Weighted average remaining contractual life of outstanding options

      5.2 years
 

Total shares underlying outstanding unvested restricted stock unit awards

      10,710,075 (1) 
    

Total shares available for grant

      12,262,319 (2) 
    

Total shares available for grant as full-value awards

      12,262,319 (3) 
    

Total weighted number of shares of common stock outstanding

      326,741,960

 

(1)

Represents shares underlying outstanding unvested time-based restricted stock unit awards. As of December 31, 2022, there were also 3,439,728 shares underlying outstanding unvested performance-based restricted stock unit awards, assuming vesting at target levels.

 

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  PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2023 OMNIBUS INCENTIVE COMPENSATION PLAN  

 

 

(2)

Total shares available for grant under the 2021 Omnibus Plan and under the 2022 Director Plan as of December 31, 2022 were 11,464,941 and 797,378, respectively. Total shares projected to be available under the 2021 Omnibus Plan and under the 2022 Director Plan as of the Annual Meeting are projected to be 11,369,941 and 797,378, respectively.

 

(3)

Total shares available for grant as full-value awards under the 2021 Omnibus Plan and under the 2022 Director Plan as of the Annual Meeting are projected to be 11,369,941 and 797,378, respectively.

Based on our historical practice, the Board of Directors believes the shares available for grant under the 2023 Omnibus Plan will be sufficient to cover awards for approximately the next two to three years, depending on circumstances such as significant market value fluctuations, vesting levels of performance-based restricted stock unit awards, off-cycle awards, or acquisitions. Since our initial public offering in April 2014, we granted equity awards (gross equity grants, which do not reflect the impact of cancellations) representing a total of approximately 4,996,677 shares in 2014, 2,824,579 shares in 2015, 4,777,809 shares in 2016, 5,681,376 shares in 2017, 5,693,562 shares in 2018, 5,901,260 shares in 2019, 13,596,722 shares in 2020, 5,782,957 shares in 2021, and 9,904,798 shares in 2022. We expect to grant equity awards representing a total of approximately 95,000 through the date of the 2023 Annual Meeting. We have also approved the grant of awards contingent on the approval of the 2023 Omnibus Plan. See “—New Plan Benefits.”

Summary of Terms of the 2023 Omnibus Plan

 

The principal features of the 2023 Omnibus Plan are described below. This summary is qualified in its entirety by reference to the full text of the 2023 Omnibus Plan, a copy of which is attached as Appendix A to this proxy statement and incorporated in this proxy statement by reference. Please refer to Appendix A for more information.

Term

Awards under the 2023 Omnibus Plan may be granted for a term of ten years following the date that stockholders approve the 2023 Omnibus Plan at the 2023 Annual Meeting.

Administration

The 2023 Omnibus 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 2023 Omnibus Plan is the power to determine those employees who will be granted awards and the amount, type, and other terms and conditions of awards. 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 (subject to restrictions on repricing stock options and stock appreciation rights, as described below), any other award, any award granted under the Prior Plans or that of any business entity we are acquiring, or any other right of the plan participant to receive payment from us.

“Prior Plans” mean the 2021 Omnibus Plan, the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (the “2019 Omnibus Plan”), the Sabre Corporation 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), the Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan (the “Sovereign 2012 MEIP”), the Sovereign Holdings, Inc. 2007 Management Equity Incentive Plan (as amended in 2010), and the Sovereign Holdings, Inc. Stock Incentive Plan (the “Sovereign MEIP”).

 

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The Committee may delegate its powers and responsibilities under the 2023 Omnibus Plan, in writing, to a sub-committee of our Board of Directors, or delegate certain administration powers (not including the grant of awards) over the plan to one or more of our officers or employees.

The Committee has discretionary authority to interpret and construe any and all provisions of the 2023 Omnibus Plan and the terms of any award (or award agreement) granted thereunder and to adopt and amend such rules and regulations for the administration of the 2023 Omnibus Plan as it deems appropriate. Decisions of the Committee will be final, binding, and conclusive on all parties.

On or after the date of grant of any award, the Committee may accelerate the date on which any award becomes vested, exercisable, or transferable, provided that 95% of the shares underlying any stock-settled award must have a vesting period of at least one year from the date of grant. The Committee may also extend the term of any such award (including the period following a termination of a participant’s employment during which any such award may remain outstanding); waive any conditions to the vesting, exercisability, or transferability of any such award; grant other awards in addition to, in tandem with, or in substitution or exchange for any award granted under the 2023 Omnibus Plan, any Prior Plan, or any equity compensation plan of any business entity we are acquiring (subject to restrictions on repricing stock options and stock appreciation rights, as described below); or provide for the payment of dividends or dividend equivalents with respect to any such award. The Committee does not have the authority and may not take any such action described in this section to the extent that the grant of such authority or the taking of such action would cause any tax to become due under Section 409A of the 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 2023 Omnibus Plan may not exceed the sum of:

 

  (1)

14,000,000 shares,

 

  (2)

the number of shares that remain available for issuance under the Prior Plans as of April 26, 2023, and

 

  (3)

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

 

 

Incentive Stock Options. The number of shares that may be covered by incentive stock options under the 2023 Omnibus Plan may not exceed 14,000,000 shares in the aggregate.

 

 

The shares to be delivered under the 2023 Omnibus Plan may be authorized and unissued shares or shares held in or acquired for our treasury, or both.

In general, if awards under the 2023 Omnibus Plan expire or are forfeited, cancelled, or terminated without the issuance of shares, or are settled for cash in lieu of shares, or are exchanged for an award not involving shares, the shares covered by such awards will again become available for the grant of awards under the 2023 Omnibus Plan. However, if the exercise price or tax withholding requirements related to any award under the 2023 Omnibus Plan are satisfied through our withholding of shares otherwise then

 

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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 2023 Omnibus Plan.

Shares covered by awards granted pursuant to the 2023 Omnibus Plan in connection with the assumption, replacement, conversion, or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger will not count as issued under the 2023 Omnibus Plan.

Individual Employee Share Limits Per Fiscal Year under the 2023 Omnibus Plan

 

 

Options. 3,000,000 shares.

 

 

Stock Appreciation Rights. 3,000,000 shares.

 

 

Other Stock-Based Awards. 3,000,000 shares.

Individual Limits on Cash Incentive Awards

 

 

Cash Incentive Awards. The amount payable in respect of a cash incentive award granted to any participant in a single fiscal year that is subject to performance-based vesting may not exceed $5,000,000.

Eligibility for Participation

The individuals eligible to receive awards under the 2023 Omnibus Plan are our employees (including prospective employees who have been offered employment) and those of our subsidiaries, as selected by the Committee.

As of December 31, 2022, approximately 7,471 employees would be eligible to participate in the 2023 Omnibus Plan. During 2022, a total of approximately 911 individuals received awards under the 2021 Omnibus Plan.

Cash Incentive Awards

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

Stock Options and Stock Appreciation Rights

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

Additionally, with respect to “incentive stock options” (within the meaning of Section 422 of the Code), the aggregate fair market value of shares with respect to incentive stock options that are exercisable for the

 

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first time by a participant during any calendar year under the 2023 Omnibus Plan or any of our other stock option plans may not exceed $100,000. To the extent the fair market value of such shares exceeds $100,000, the incentive stock options granted to such participant, to the extent and in the order required by regulations, automatically will be deemed to be non-qualified stock options, but all other terms and provisions of such option will remain unchanged. No incentive stock option may be granted to a 10% stockholder unless the exercise price of the option is at least 110% of the fair market value of a share of our common stock at the time such incentive stock option is granted and such incentive stock option is not exercisable after the expiration of five years from the date such incentive stock option is granted.

Other Stock-Based Awards

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

Performance-Based Compensation, Performance Goals and Measures

The Committee may grant performance-based compensation to a participant payable upon the attainment of specific performance goals. The performance goals may include any one or more of the following, including in combination: adjusted net earnings, appreciation in and/or maintenance of the price of common stock (including, without limitation, comparisons with various stock market indices), attainment of strategic and operational initiatives, budget, cash flow (including, without limitation, free cash flow), cost of capital, cost reduction, earnings and earnings growth (including, without limitation, earnings per share, earnings before taxes, earnings before interest and taxes, and earnings before interest, taxes, depreciation and amortization), market share, market value added, net income, net sales, net revenue, operating profit and operating income, pretax income before allocation of corporate overhead and bonus, reductions in costs, return on assets and return on net assets, return on equity, return on invested capital, revenues, sales and sales growth, successful acquisition/divestiture, total stockholder return and improvement of stockholder return, gross margin, measures of liquidity or credit metrics, cash flow per share, improvements or attainments of expense levels, improvements or attainment of working capital levels or debt reduction, or such other measures as the Committee may determine from time to time.

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

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

The Committee may, subject to the terms of the 2023 Omnibus Plan, amend previously granted awards whose grant, vesting, or payment is subject to performance-based measures.

 

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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 2023 Omnibus Plan until the date of the issuance of such shares on our books and records.

Amendment and Termination

Notwithstanding any other provision of the 2023 Omnibus Plan, our Board of Directors may at any time suspend or discontinue the plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation, or rule of a national securities exchange requires stockholder approval for any such revision or amendment to be effective, such revision or amendment will not be effective without such approval.

Transferability

Awards granted under the 2023 Omnibus Plan are generally nontransferable (other than by will or the laws of descent and distribution), except that the Committee may provide for the transferability of non-qualified stock options subject to conditions and limitations as determined by the Committee; however, awards (other than incentive stock options and tandem stock appreciation rights) may be transferred during the lifetime of the participant, and may be exercised by these 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 has a qualifying termination of employment following a change in control of Sabre or (ii) of a change in control of Sabre in which outstanding awards are not assumed, continued, or substituted by the surviving corporation:

 

 

All deferral of settlement, forfeiture conditions, and other restrictions applicable to awards granted under the 2023 Omnibus Plan will lapse, and such awards will be deemed fully vested as of the time of the change-in-control transaction without regard to deferral and vesting conditions, and

 

 

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

For purposes of this provision, a “qualifying termination of employment” means with respect to a participant, (i) a termination of such participant’s employment by Sabre, the surviving corporation (or any of Sabre’s or the surviving corporation’s then-affiliated entities) without cause or by the participant for good reason (as such terms are defined in the 2023 Omnibus Plan), or (ii) a termination of such participant’s employment in the event of the participant’s death or disability, in each case, following a change in control of Sabre.

New Plan Benefits

 

Other than as set forth in the table below, all awards made under the 2023 Omnibus Plan are discretionary. Therefore, the benefits and amounts that will be received or allocated under the 2023 Omnibus Plan are not determinable at this time.

 

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The Compensation Committee has approved the grant of performance-based restricted stock unit (“PSU”) awards and time-based restricted stock unit (“RSU”) awards to executive officers and delegated authority to a committee consisting of the CEO and the Chief People Officer to approve the grant of PSUs and RSUs to non-executive officers under the 2023 Omnibus Plan, which awards remain subject to and contingent upon approval of the 2023 Omnibus Plan by stockholders at the Annual Meeting (the ‘”Contingent Awards’”). Pursuant to our policy on the grant of equity-based compensation, as amended, the grant date of the Contingent Awards will be May 15, 2023. See “Compensation Discussion and Analysis—Other Compensation Policies and Programs—Equity Award Grant Policy.” The Contingent Awards will be cancelled if the 2023 Omnibus Plan is not approved by stockholders at the Annual Meeting.

New Plan Benefits

Sabre Corporation 2023 Omnibus Incentive Compensation Plan

 

Name and Position   Value ($)   Number of
Shares
Underlying
PSUs and
RSUs (#)(1)

Named Executive Officers:

       

Sean Menke, Chair of the Board and CEO

    $ 2,000,000       395,257

Michael Randolfi, Executive Vice President and Chief Financial Officer

    $ 1,500,000       296,443

Kurt Ekert, President

    $ 5,500,000       1,086,957

David Moore, Executive Vice President and Chief Technology Officer

    $ 1,500,000       296,443

Scott Wilson, Executive Vice President and President, Hospitality Solutions

    $ 1,500,000       296,443

All Current Executive Officers as a Group

    $ 18,000,000       3,557,312

All Current Non-Employee Directors as a Group

           

All Other Employees as a Group

    $ 56,940,000       11,252,964

 

(1)

Based on the closing price of our common stock, as reported on the Nasdaq Stock Market, on February 28, 2023 of $5.06 per share. The actual number of shares underlying the PSUs and RSUs that comprise the Contingent Award will be based on the grant date fair value of the awards as of the date of grant of May 15, 2023.

See “Executive Compensation—2022 Grants of Plan-Based Awards,” which provides information on the equity awards granted to the named executive officers in 2022.

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 2023 Omnibus Plan based upon the laws in effect on the date hereof. The discussion is general in nature and does not take into account a number of considerations which may apply in light of the circumstances of a particular participant under the 2023 Omnibus Plan. The income tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.

Non-Qualified Stock Options

A participant will not recognize taxable income at the time of grant of a non-qualified stock option, and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as

 

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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, except to the extent the deduction limits of Section 162(m) of the Code apply.

Incentive Stock Options

A participant will not recognize taxable income at the time of grant of an incentive stock option, and we will not be entitled to a tax deduction at such time. A participant will not recognize taxable income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the stock option was granted and one year from the date the shares were transferred to the participant in connection with the exercise of such incentive stock option, any gain or loss arising from a taxable disposition of such shares will be taxed as long-term capital gain or loss, and we will not be entitled to any tax deduction. If, however, such shares are disposed of within such two- or one-year periods, then in the year of such disposition the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of the amount realized upon such disposition and the fair market value of such shares on the date of exercise over the exercise price, and we generally will be entitled to a corresponding tax deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.

Stock Appreciation Rights

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

Restricted Stock

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

 

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  PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2023 OMNIBUS INCENTIVE COMPENSATION PLAN  

 

       

 

Restricted Stock Units

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

Other Stock-Based Awards

The grant, exercise or settlement of other stock-based awards granted under the 2023 Omnibus Plan may be taxable based on the specific terms and conditions of such awards.

Section 162(m) Limitations

Section 162(m) of the Code generally places a $1 million annual limit on a public company’s federal income tax deduction for compensation paid to certain senior executives. Thus, it is possible that Section 162(m) of the Code may disallow compensation deductions that would otherwise be available to us.

The foregoing general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2023 Omnibus Plan. Participants are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign, and other tax consequences to them of participating in the 2023 Omnibus Plan.

Required Vote

 

At the Annual Meeting, stockholders will be asked to approve the 2023 Omnibus 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 or by proxy, at the meeting.

Abstentions will be counted toward the tabulation of votes cast on the approval of the proposal to approve the 2023 Omnibus Plan, and will have the same effect as votes against that proposal.

The Board of Directors unanimously recommends a vote FOR approval of the Sabre Corporation 2023 Omnibus Incentive Compensation Plan.

 

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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, 2022.

 

     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

   

 

17,207,035

   

$

13.64

   

 

12,262,319

     

Equity compensation plans not approved by stockholders

   

 

   

 

   

 

 

(a)

Includes shares of common stock to be issued upon the exercise of outstanding options under our 2022 Director Plan, 2021 Omnibus Plan, 2019 Omnibus Plan, 2019 Director Plan, 2016 Omnibus Plan, 2014 Omnibus Plan and the Sovereign 2012 MEIP. Also includes 14,571,479 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 stock units, assuming the target award is met; actual shares may vary, depending on actual performance. Performance-based restricted stock units granted prior to 2022 reflect the current expected payout of 125%).

 

(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 ongoing uncertainties arising from the COVID-19 pandemic environment and the corresponding need to respond quickly to any related challenging circumstances:

 

 

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 executives in 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 2022 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, 2022 for our named executive officers. For 2022, our named executive officers were:

 

 

Name

  Position

Sean Menke

 

Chair of the Board and Chief Executive Officer(1)

Michael Randolfi

 

Executive Vice President and Chief Financial Officer(2)

Kurt Ekert

 

President(3)

David Moore

 

Executive Vice President and Chief Technology Officer

Scott Wilson

 

Executive Vice President and President, Hospitality Solutions

Douglas Barnett

 

Former Executive Vice President and Chief Financial Officer(4)

Wade Jones

 

Former Executive Vice President and Chief Product Officer(4)

Cem Tanyel

 

Former Executive Vice President and Chief Services Officer(4)

 

(1)

Mr. Menke was elected Chair of the Board effective as of April 28, 2022. Effective as of April 27, 2023, Mr. Menke will transition to be solely Executive Chair of the Board.

 

(2)

Mr. Randolfi was elected Executive Vice President and Chief Financial Officer effective as of August 22, 2022.

 

(3)

Effective as of April 27, 2023, Mr. Ekert has been elected as Chief Executive Officer and President.

 

(4)

Mr. Barnett ceased serving as Executive Vice President and Chief Financial Officer effective as of August 22, 2022, and his last day of employment was October 31, 2022. Mr. Jones and Mr. Tanyel ceased serving as Executive Vice President and Chief Product Officer and Executive Vice President and Chief Services Officer, respectively, effective as of July 31, 2022, and their last day of employment with Sabre was September 30, 2022.

Executive Summary

 

Business Overview

We continued to experience a recovery in 2022 from the effects of the COVID-19 pandemic on the global travel industry. In addition, we continued to achieve our interim technology transformation milestones, leading to initial incremental savings from our migration efforts and infrastructure investments. These items were reflected in our full-year 2022 results:

 

 

Revenue totaled $2.5 billion, a 50% improvement versus revenue of $1.7 billion in 2021.

 

 

Net loss attributable to common stockholders totaled $457 million, a 52% improvement versus net loss of $950 million in 2021, and diluted net loss attributable to common stockholders per share was $1.40 versus $2.96 in 2021.

 

 

Adjusted EBITDA was $65 million, a 125% improvement versus Adjusted EBITDA of negative $261 million in 2021.

 

 

Adjusted EPS was ($1.14), versus $(2.21) in 2021.

 

 

With regards to Sabre’s full year 2022 cash flows (versus prior year):

 

   

Cash used in operating activities totaled $276 million (versus $415 million),

 

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Cash provided by investing activities totaled $174 million (versus cash used of $29 million),

 

   

Cash used in financing activities totaled $75 million (versus $51 million),

 

   

Capitalized expenditures totaled $69 million (versus $54 million), and

 

   

Free Cash Flow was negative $346 million (versus negative $469 million).

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

2022 Stockholder Engagement

Since 2016, we have maintained an ongoing, proactive stockholder engagement program. Throughout the year, members of our Investor Relations team, Corporate Secretary’s office and executive compensation team engage with our stockholders to seek their input on topics of interest to them, including related to our strategy, compensation, Board and other governance matters. We actively engage with our stockholders on a year-round basis and integrate the information we learn through these discussions into our governance calendar.

 

LOGO

As part of our stockholder engagement program, in the fall of 2022 we contacted ten stockholders representing approximately 50% of our outstanding shares (as of the initial date for our outreach program). The outreach team met with all of the stockholders that requested a meeting, resulting in three meetings with stockholders, including our largest stockholder.

 

2022 Stockholder Engagement Program – Highlights and Statistics

Scope of Outreach   

 Contacted 10 stockholders, representing approximately 50% of our then outstanding shares

 

 Met with 3 stockholders, representing approximately 16% of our outstanding shares (including our largest stockholder)

 

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2022 Stockholder Engagement Program – Highlights and Statistics

Outreach Team   

 Chair of the Compensation Committee

 

 Members of the management team (subject matter experts), including the Chief People Officer, members of the executive compensation team, the Chief Legal Officer, the Corporate Secretary, and members of the Investor Relations team

Topics Discussed   

 Our executive compensation program, including short- and long-term incentive structure

 

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

Investor feedback received on our executive compensation program was generally positive. Stockholders indicated their support for the changes in our program design that we made in 2022 to return to an executive compensation program design similar to the one we initially implemented in 2020 prior to the COVID-19 pandemic. They also provided feedback on various aspects of the program, including long-term incentive design and their support for the use of free cash flow and total stockholder return as performance measures. The Compensation Committee considered this feedback from stockholders as it developed the design of our 2023 executive compensation program. See “2023 Executive Compensation Program.” Investor feedback received on our governance structure and Board and committee refreshment was also positive. In response to questions from the Sabre outreach team regarding director overboarding considerations, a number of investors noted that they do not consider service on a SPAC board as part of their overboarding analysis, given the generally limited time commitment related to this type of board service.

2022 Executive Compensation Program

As noted above, during our fall 2022 outreach program, stockholders generally expressed their support for our 2022 executive compensation program, which has a 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”) were based on Adjusted EBITDA (100% of funding formula). For the remaining executive officers, the performance measures for 2022 were based on Adjusted EBITDA (70% of funding formula) and 30% on measurable business unit/staff function objectives. The Compensation Committee believes the 2022 EIP represents a simplified structure compared to the 2021 EIP.

 

 

Long-term incentive awards. We 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 a PSU award (50%) and a RSU award (50%), as discussed below.

 

   

PSUs. The PSUs granted in March 2022 utilize Adjusted Free Cash Flow as the performance measure. The PSUs have a three-year vesting period, with the potential to earn up to 200% of the target

 

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number of PSUs based on our actual performance against our Adjusted Free Cash Flow measured for the last year of this period, with a TSR modifier based on our common stock price relative performance to the S&P Composite 1500 Information Technology index over the three-year measurement period from January 1, 2022 to December 31, 2024, which will increase or decrease the number of PSUs earned by 10%, subject to a maximum payout of 200%.

 

   

RSUs. The RSUs granted in March 2022 vest ratably on an annual basis over three years, subject to the named executive officer’s continued employment through the applicable vesting date.

See “—Compensation Elements of Total Direct Compensation—Annual Incentive Compensation” and “—Long-Term Incentive Compensation” below.

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.

Compensation Program Overview

 

 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

 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

 

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What we do

 

What we don’t do

 Performance-basedincentives. 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 effects of the COVID-19 pandemic environment and the corresponding need to respond quickly to any related challenging circumstances:

 

 

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.

 

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Promote transparency. We seek to establish an efficient, simple, and transparent process for executives in 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.

2022 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 2022 is set forth below.

 

LOGO

In addition, the Compensation Committee believes that Mr. Menke’s target incentive compensation for 2022 was comprised of an appropriate mix of long-term elements (PSU and RSU awards) and short-term elements (an annual cash incentive target), consistent with our emphasis on pay-for-performance:

 

LOGO

 

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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, individual performance and strategic leadership, its understanding of competitive market data and practices, and 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.

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 current total compensation and pay history, 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. The Compensation Committee has engaged Korn Ferry as its compensation consultant to assist it with compensation matters. One or more

 

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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 in 2022 included the following:

 

 

Provided input and guidance on the design of our executive compensation program, taking into account the say-on-pay results 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.

 

 

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

 

 

Assisted in the review of our compensation peer group.

 

 

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 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.

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 2022 executive compensation matters:

 

Bread Financial Holdings, Inc.

(formerly Alliance Data Systems Corporation)

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

 

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In initially selecting this compensation peer group, the Compensation Committee considered companies with the following primary selection criteria: (1) companies within the software and services, data processing and outsourced services, and other companies in related industries; (2) companies with revenues between approximately $2.0 billion to $7.9 billion (or between approximately 0.5x to 2.0x our preceding four quarters of revenue at the time of selection); and (3) 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 at the time of selection). Further, the Compensation Committee considered companies with the following secondary selection criteria: companies (1) with revenue growth over the prior four quarters exceeding 5.0%, (2) with positive operating income over the prior four quarters, and (3) that 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 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 2022, the Compensation Committee, with the assistance of Korn Ferry, updated the compensation peer group to be used as a reference for purposes of its deliberations on our 2023 executive compensation program. As part of this review, the Compensation Committee noted that, due to the COVID-19 pandemic, it had been several years since there were significant changes to the peer group and that the economic landscape for the travel and technology industries had significantly changed. The Compensation Committee further noted that two of the prior peer companies had been acquired and that certain other companies were focused on end consumers or government/defense-related activities or maintained a research/advisory focus. To identify replacements for these companies, the Compensation Committee considered companies with the following primary selection criteria: companies (1) with a business-to-business focus, (2) with similar customer bases, (3) that are SaaS-oriented, (4) that are in online distribution, (5) that are cloud-enabled, or (6) with a travel and technology focus. The Compensation Committee considered companies with the foregoing criteria and have revenues between approximately 0.33x to 3.0x our trailing 12-month revenue. The Compensation Committee noted that the revenue range is wider than the range of 0.5x to 2x of revenue considered in the past when determining the component companies for the compensation peer group; the Compensation Committee believes the wider revenue range is appropriate given the impact of the COVID-19 pandemic on performance. The Compensation Committee referred to market capitalization for companies and generally screened out companies with more than 5.0x our estimated market capitalization. The Compensation Committee also considered companies with the following secondary selection criteria: companies from which executives may be recruited to or from, companies with a similar customer base, and companies with a national or global footprint.

 

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Based on this review, the Compensation Committee approved a compensation peer group for 2023 consisting of the following companies:

 

Bread Financial Holdings, Inc.    Open Text Corporation
Broadridge Financial Solutions, Inc.    SS&C Technologies Holdings, Inc.
CSG Systems International, Inc.    TTEC Holdings, Inc.
Euronet Worldwide, Inc.    Unisys Corporation
FLEETCOR Technologies, Inc.    Verisk Analytics, Inc.
Genpact Limited    WEX Inc.
NCR Corporation   

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. 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-based incentives include 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 upon meeting specific performance objectives.

 

 

Capped Annual Cash Incentive and PSU Awards. Awards in 2022 under the annual cash incentive compensation plan and grants of PSU awards were capped at 150% and 200%, respectively, of the target award level. See “—Compensation Elements of Total Direct Compensation—Annual Incentive Compensation” below for information regarding the payout under our annual cash incentive program.

 

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Compensation Elements of 2022 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 table below provides information on the principal elements of total direct compensation in 2022 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

 

 

 

RSU awards

 

 

Aligns long-term goals of seeking stock price appreciation and executive retention, creating an incentive to deliver stockholder value and to achieve our long-term strategic and financial objectives

 

     

Annual cash 

compensation 

 

 

Annual incentive

 

 

Supports and encourages the achievement of specific annual financial goals, as well as business unit/staff function objectives

 

 

 

Base salary

 

 

Provides a consistent and fixed amount of annual cash income

 

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

Base Salary

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

In evaluating the base salaries of our executive officers, the Compensation Committee considers several factors, including our financial performance, the officer’s contribution towards meeting our financial objectives, the officer’s qualifications, knowledge, experience, tenure, and scope of responsibilities, the officer’s performance as against individual goals, the officer’s 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, internal equity, and external factors.

 

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2022 Base Salary Decisions

In March 2022, the Compensation Committee reviewed the base salaries of our executive officers, including our named executive officers, and approved the following base salaries, effective April 2022:

 

   

 

Named Executive Officer(1)

 

 

 

Base Salary     

 

 

 

% Increase from 2021
Base Salary     

 

   

Sean Menke

 

         $

 

1,000,000     

 

 

     

 

 

 

   

David Moore

 

         $

 

556,832     

 

 

     

 

2.50

 

%

 

   

Scott Wilson

 

         $

 

577,844     

 

 

     

 

2.50

 

%

 

   

Douglas Barnett

 

         $

 

740,691     

 

 

     

 

2.50

 

%

 

   

Wade Jones

 

         $

 

656,641     

 

 

     

 

2.50

 

%

 

   

Cem Tanyel

         $ 510,000           

 

(1)

Messrs. Randolfi and Ekert did not receive base salary increases in 2022, due to the timing of their appointment to their respective positions in 2022, and their annual base salaries for 2022 were $650,000 and $750,000, respectively.

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 2022 are set forth in the “2022 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.

 

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Annual Cash Incentive Target

For purposes of the 2022 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 2022 and was as follows:

 

 

Named Executive Officer

 

 

 

     2022 Cash Incentive Target      
(as a percentage of base salary) 

 

 

Potential Payout

 

 

Sean Menke

 

 

 

 

150%

 

 

 

 

         0% to 150% of target         

 

 

   

Michael Randolfi(1)

 

 

    90%

 

 

  0% to 150% of target

 

 

   

Kurt Ekert

 

 

  125%

 

 

  0% to 150% of target

 

 

   

David Moore

 

 

    85%

 

 

  0% to 150% of target

 

 

   

Scott Wilson

 

    85%

 

  0% to 150% of target

 

   

Douglas Barnett

 

  100%

 

  0% to 150% of target

 

   

Wade Jones

 

    85%

 

  0% to 150% of target

 

   

Cem Tanyel

 

    80%

 

  0% to 150% of target

 

 

(1)

Mr. Randolfi’s cash incentive target is prorated for his service in 2022, as described below.

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, the executive officer’s qualifications, knowledge, experience, tenure, and scope of responsibilities, the executive officer’s past performance as against individual goals, the executive officer’s 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

After considering stockholder feedback and the results of our 2021 say-on-pay vote, the Compensation Committee approved the following 2022 EIP performance measures for our named executive officers:

 

 

Named Executive Officer

 

 

 

     Weighting       

 

 

Performance Measures

 

 

CEO, CFO, and President

 

 

 

 

100%

 

 

         2022 Adjusted EBITDA(1)        

 

 

   
    70%

 

 

         2022 Adjusted EBITDA(1)        

 

 

   

All other named executive officers

 

 

    30%

 

 

  2022 business unit/staff function
objectives

 

 

 

(1)

See Appendix B for additional information on Adjusted EBITDA, including a non-GAAP to GAAP reconciliation. The Compensation Committee approved these adjustments to better reflect the efforts and performance of our executive officers in relation to the current year’s business performance, as well as to encourage them to make decisions that improve the potential for future growth without being penalized for the short-term investment required to achieve that growth.

The Compensation Committee selected Adjusted EBITDA because it believes it is an important indicator of our overall operating performance. For 2022, Adjusted EBITDA was defined as (Loss) Income from continuing operations adjusted for depreciation and amortization of property and equipment,

 

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  COMPENSATION DISCUSSION AND ANALYSIS  

 

 

amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining (benefit) provision for income taxes. The following table illustrates information regarding the 2022 EIP performance measure (amounts in millions).

 

 

  Performance Metric

 

 

 

Threshold Goal
(50%)

 

 

 

Target Goal
(100%)

 

 

 

Maximum Goal
(150%)

 

 

 

Result

 

  2022 Adjusted EBITDA

    $ (245.2 )     $ (0.1 )     $ 124.4     $ 65

As noted above, for executive officers other than the CEO, CFO, and President, 30% of the 2022 EIP consisted of metrics based on business unit or staff function objectives set at the beginning of 2022. For Mr. Moore, these objectives included metrics related to (1) executing our technology transformation, (2) ensuring the stability and security of our systems, (3) delivering product roadmaps, (4) building the right team, including operationalizing talent and performance management, managing voluntary attrition, and improving communication, and (5) achieving excellence in execution. For Mr. Wilson, these objectives included metrics related to (1) completing the replatforming of SynXis onto the cloud platform, (2) executing on the core end-to-end path to delivering a platform for the Hospitality Solutions ecosystem growth strategy, (3) winning new business while retaining customers, and (4) improving release velocity and quality by modernizing our release management process and timing.

In February 2023, the Compensation Committee determined that we achieved 119% of our 2022 Adjusted EBIDTA target. Based on this review, the Compensation Committee determined that the Adjusted EBITDA performance under the 2022 EIP would have resulted in a payout equal to 119% for that portion of the named executive officers’ target annual cash incentive target; however, the Compensation Committee took into account Sabre’s business performance in 2022 and capped that portion of the 2022 EIP at 100%.

With respect to Mr. Moore’s objectives, the Compensation Committee determined that the metrics related to (1) executing our technology transformation were achieved, (2) ensuring the stability and security of our systems were achieved, (3) delivering product roadmaps were achieved or exceeded, and (4) building the right team, including operationalizing talent and performance management, managing voluntary attrition, and improving communication, were achieved or exceeded, and (5) achieving excellence in execution were achieved. With respect to Mr. Wilson’s objectives, the Compensation Committee determined that the metrics related to (1) completing the replatforming of SynXis onto the cloud platform were achieved, (2) executing on the core end-to-end path to delivering a platform for the Hospitality Solutions ecosystem growth strategy were achieved, (3) winning new business while retaining customers were achieved or exceeded, and (4) improving release velocity and quality by modernizing our release management process and timing were achieved.

 

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Table of Contents

 

  COMPENSATION DISCUSSION AND ANALYSIS  

 

       

 

After considering this capped payout and the named executive officers’ performance for their respective business unit/staff function objectives, the Compensation Committee approved annual cash incentive payouts under the 2022 EIP in the amount of 100% of the named executive officers’ target annual cash incentive, as follows:

 

     

 

Named Executive Officer(1)

 

 

 

2022
Cash Incentive
Target

 

 

 

 

2022 Actual
Cash Incentive Payment

 

 

 

2022 Actual Cash
Incentive Payment as a 
Percentage of Cash
Incentive Target

 

     

Sean Menke

 

         $

 

1,500,000     

 

 

         $

 

1,500,000     

 

 

 

     100%     

 

     

Michael Randolfi

 

         $

 

211,562     

 

 

         $

 

211,562     

 

 

 

     100%     

 

     

Kurt Ekert

 

         $

 

932,363     

 

 

         $

 

932,363     

 

 

 

     100%