UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 8, 2024, Sabre Corporation (“Sabre”) announced that that Sabre’s Board of Directors (the “Board”) has elected Elaine Paul as a director, effective February 16, 2024. Ms. Paul served as the Chief Financial Officer of Lyft, Inc., a peer-to-peer marketplace for on-demand ridesharing, from January 2022 to May 2023. From July 2019 to December 2021, she served as Chief Financial Officer and Vice President of Finance at Amazon Studios, a division of Amazon.com, Inc., an e-commerce company. Prior to Amazon Studios, Ms. Paul served as Chief Financial Officer at Hulu, LLC, a streaming service company, from November 2013 to July 2019. She served in various senior positions, including as Senior Vice President, Corporate Strategy, Business Development and Technology at The Walt Disney Company, a global entertainment company, from 1994 to 2013. Ms. Paul is expected to be appointed to one or more Board committees immediately following Sabre’s Annual Meeting of Stockholders, scheduled for April 24, 2024. As a director, Ms. Paul will participate in Sabre’s non-employee director compensation program. Currently under this program, she is entitled to receive an annual cash retainer of $90,000, as well as an annual cash retainer for service on committees of the Board. Also currently under the program, she is eligible to receive a restricted stock unit award on the date of her election to the Board, as well as beginning in 2025 an annual restricted stock unit award on the date of Sabre’s annual meeting, in each case with a grant date value of $160,000 and vesting in full on the first anniversary of the date of grant. There are no arrangements or understandings between Ms. Paul and other persons pursuant to which she was selected as a director.
Also on February 8, 2024, Sabre announced that Rachel Gonzalez and Zane Rowe will be retiring from the Board, as well as from all Board committees on which they sit, effective February 16, 2024. Their decision to retire is not the result of any disagreement with Sabre or its management with respect to any matter relating to Sabre’s operations, policies or practices. The size of the Board will be reduced to eleven directors, effective upon their retirement from the Board and upon Ms. Paul’s election to the Board on February 16, 2024. A copy of the press release announcing these items is included as Exhibit 99.1.
| Item 9.01. | Exhibits |
(d) Exhibits
| 99.1 | Press Release, dated February 8, 2024. | |
| 104 | Cover Page Interactive Data File—formatted as Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 8, 2024
| Sabre Corporation | ||
| By: | /s/ Ann Bruder | |
| Name: Ann Bruder | ||
| Title: Executive Vice President and Chief Legal Officer | ||
Exhibit 99.1
Sabre Announces Changes to its Board Composition
Elaine Paul elected to its Board of Directors
Zane Rowe and Rachel Gonzalez to retire from the Company’s Board
SOUTHLAKE, Texas – Feb. 8, 2024 – Sabre Corporation (NASDAQ: SABR), a leading technology company that powers the global travel industry, today announced changes to the composition of its Board of Directors. Elaine Paul has been elected to Sabre’s Board of Directors, effective February 16th. On that same date, Zane Rowe and Rachel Gonzalez will retire from the company’s Board.
“We look forward to having Elaine as a member of Sabre’s Board of Directors,” said Sean Menke, Sabre’s Executive Chair of the Board. “Having served as the Chief Financial Officer (CFO) of Lyft, Amazon Studios and Hulu, Elaine brings strong financial acumen and expertise to our board, as well as significant leadership experience in technology-driven enterprises.”
Paul brings decades of finance and strategy experience to the company’s Board, having served in varying finance leadership roles at some of the largest and most complex global technology and media companies. Prior to her most recent role as CFO of Lyft, Paul was the CFO at Amazon Studios, a division of Amazon. Before joining Amazon Studios, Paul served as the CFO of digital streaming service Hulu for six years. She also spent over twenty years in finance and strategy roles at The Walt Disney Company.
Today, the company also announced the planned retirement of two of its current directors, Zane Rowe and Rachel Gonzalez, effective February 16th. With their departure and Paul’s appointment, the company has reduced the size of its Board to eleven.
About Elaine Paul
Paul is the former CFO of Lyft where she served as its Chief Financial Officer from January 2022 through May 2023. Prior to her role at Lyft, Elaine was the CFO at Amazon Studios, a division of Amazon, for several years and the CFO of digital streaming service Hulu from 2013-2019. Prior to Hulu, Elaine spent over two decades in finance and strategy roles at The Walt Disney Company.
At Lyft, she oversaw all aspects of finance and accounting, treasury, investor relations, and M&A during a time of great macro, market, and sector specific turmoil. Prior to joining Lyft, Paul served as the CFO of Amazon Studios where she oversaw portfolio and financial planning for Amazon’s global slate of original film and television programming and studio operations. Her team included financial planning and analysis, strategy, business intelligence, data science and advanced analytics in addition to production finance. In her role at Hulu, Paul managed Hulu’s financial performance and led all growth and investment opportunities, leading Hulu’s financial planning and analysis, accounting, strategy and corporate development, and advanced analytics teams. Before Hulu, Paul worked at The Walt Disney Company for 22 years, most recently as SVP of Corporate Strategy, Business Development and Technology where she led various acquisitions, new business initiatives, and strategic investments domestically and internationally.
Paul holds an MBA from the Harvard Business School and a B.A. in Economics and History with Distinction from Stanford University.
About Sabre Corporation
Sabre Corporation is a leading software and technology company that powers the global travel industry, serving a wide range of travel companies including airlines, hoteliers, travel agencies and other suppliers. The company provides retailing, distribution and fulfilment solutions that help its customers operate more efficiently, drive revenue and offer personalized traveler experiences. Through its leading travel marketplace, Sabre connects travel suppliers with buyers from around the globe. Headquartered in Southlake, Texas, USA, Sabre serves customers in more than 160 countries around the world. For more information visit www.sabre.com.
SABR-F
Contacts:
Media
Kristin Hays
Heidi Castle
sabrenews@sabre.com
Investors
Brian Evans
Brian Roberts
sabre.investorrelations@sabre.com