DEF 14A
Table of Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
 
 
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 §240.14a-12
Sabre Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
  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
 
 
 


Table of Contents

 

 

 

LOGO

Notice of 2024 Annual Meeting

of Stockholders and

Proxy Statement

 


Table of Contents

LOGO

March 15, 2024

Dear Fellow Stockholders:

We are pleased to invite you to the 2024 Annual Meeting of Stockholders. The meeting will be held on Wednesday, April 24, 2024, at 9:30 a.m. local time, at our Global Headquarters, located at 3150 Sabre Drive, Southlake, Texas 76092.

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

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we urge you to submit your proxy as soon as possible. You may submit your proxy using the proxy card by completing, signing, and dating it, then returning it by mail. Also, most of our stockholders can submit their proxy by telephone or through the Internet. If telephone or Internet voting is available to you, instructions will be included on your proxy card. Additional information about voting your shares is included in the proxy statement.

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

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

Sincerely,

 

LOGO    LOGO

 

Sean Menke

  

 

Kurt Ekert

Executive Chair of the Board    Chief Executive Officer and President


Table of Contents
       

 

 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 

 

 

LOGO

SABRE CORPORATION

3150 Sabre Drive

Southlake, Texas 76092

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders (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 24, 2024, at our Global Headquarters, 3150 Sabre Drive, Southlake, Texas 76092, for the following purposes:

 

1.

To elect George Bravante, Jr., Hervé Couturier, Kurt Ekert, Gail Mandel, Phyllis Newhouse, Elaine Paul, Karl Peterson, 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, 2024,

 

3.

To approve our 2024 Omnibus Incentive Compensation Plan,

 

4.

To approve our 2024 Director Equity Compensation Plan,

 

5.

To approve an amendment to our Certificate of Incorporation regarding officer exculpation,

 

6.

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

 

7.

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

Our Board of Directors recommends you vote (1) FOR the election of the ten nominees for directors named in this proxy statement, (2) FOR ratification of the appointment of our independent auditors, (3) FOR the approval of our 2024 Omnibus Incentive Compensation Plan, (4) FOR the approval of our 2024 Director Equity Compensation Plan, (5) FOR the approval of an amendment to our Certificate of Incorporation regarding officer exculpation, and (6) 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 26, 2024, are entitled to notice of, to attend, and to vote at the Annual Meeting and any adjournments or postponements.


Table of Contents

 

 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 15, 2024

 

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be Held on April 24, 2024

This proxy statement and the 2023 annual report are available at

www.proxydocs.com/SABR


Table of Contents
       

 

 TABLE OF CONTENTS 

 

 

TABLE OF CONTENTS

 

 

PROXY STATEMENT SUMMARY

    1  

 

INFORMATION ABOUT OUR ANNUAL MEETING

    7  

Date and Time of Annual Meeting

    7  

Record Date; Mailing Date

    7  

Notice of Electronic Availability of Proxy Statement and Annual Report

    7  

How to Vote

    8  

How to Revoke Your Vote

    9  

Quorum

    9  

Votes Required

    9  

Abstentions and Broker Non-Votes

    10  

Solicitation of Proxies

    10  

Other Business

    11  

 

CORPORATE GOVERNANCE

    12  

 

Corporate Governance Guidelines

    12  

Board Leadership Structure

    12  

Overview of Board Composition

    13  

Board Composition and Director Independence

    14  

Director Nominee Criteria and Process

    15  

Attributes of Current Directors

    16  

Board Tenure

    16  

Board Evaluations

    16  

Diversity of Directors

    17  

Stockholder Nominations for Directors

    17  

Board Meetings and Annual Meeting Attendance

    17  

Board Committees

    18  

Compensation Committee Interlocks and Insider Participation

    21  

Other Corporate Governance Practices and Matters

    21  

 

PROPOSAL 1: ELECTION OF DIRECTORS

    25  

 

General Information

    25  

Certain Information Regarding Nominees for Director

    25  

Director Compensation Program

    36  

 

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS

    39  

 

Principal Accounting Firm Fees

    39  

Audit Committee Approval of Audit and Non-Audit Services

    39  

Audit Committee Report

    40  

 

    LOGO  Sabre Corporation 2024 Proxy Statement        |          i  


Table of Contents

 

 TABLE OF CONTENTS 

 

       

 

PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN     42  

 

Alignment of 2024 Omnibus Plan with Stockholders’ Interests

    42  

Key Data

    43  

Summary of Terms of the 2024 Omnibus Plan

    44  

New Plan Benefits

    48  

U.S. Federal Income Tax Consequences

    49  

 

PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN

    51  

 

Alignment of 2024 Director Plan with Stockholders’ Interests

    51  

Key Data

    52  

Summary of Terms of the 2024 Director Plan

    52  

New Plan Benefits

    56  

U.S. Federal Income Tax Consequences

    56  

Equity Compensation Plan Information

    58  

 

PROPOSAL 5: AMENDMENT TO OUR CERTIFICATE OF INCORPORATION REGARDING OFFICER EXCULPATION

    59  

 

Reasons for the Proposed Amendment

    59  

Effect of the Proposed Amendment

    60  

 

PROPOSAL 6: ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

    61  

 

COMPENSATION DISCUSSION AND ANALYSIS

    63  

 

Executive Summary

    63  

Compensation Philosophy and Principles

    67  

2023 Total Direct Compensation Mix

    68  

Compensation-Setting Process

    69  

Compensation Elements of 2023 Total Direct Compensation

    73  

2024 Executive Compensation Program

    81  

Employment Agreements and Offer Letters

    81  

Post-Employment Compensation

    82  

Other Compensation Policies and Programs

    83  

Tax and Accounting Considerations

    85  

Compensation Committee Report

    86  

 

ii         |     LOGO  Sabre Corporation 2024 Proxy Statement      


Table of Contents
       

 

 TABLE OF CONTENTS 

 

 

 

EXECUTIVE COMPENSATION

    87  

 

2023 Summary Compensation Table

    87  

2023 Grants of Plan -Based Awards Table

    89  

2023 Outstanding Equity Awards at Fiscal Year -End Table

    90  

2023 Option Exercises and Stock Vested Table

    92  

2023 Nonqualified Deferred Compensation Table

    93  

Information on Employment Agreements and Offer Letters

    93  

Potential Payments upon Termination or Change in Control

    95  

CEO Pay Ratio

    100  

Pay-Versus-Performance Table

    102  

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    106  

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    108  

 

OTHER INFORMATION

    109  

 

Delinquent Section 16(a) Reports

    109  

2025 Stockholder Proposals

    109  

Proxy Access Nominations and Annual Meeting Advance Notice Requirements

    109  

Householding

    110  
APPENDIX A:   Sabre Corporation 2024 Omnibus Incentive Compensation Plan     A-1  
APPENDIX B:   Sabre Corporation 2024 Director Equity Compensation Plan     B-1  
APPENDIX C:   Proposed Amendment to Certificate of Incorporation of Sabre Corporation     C-1  
APPENDIX D:   Reconciliations of Certain Non-GAAP and GAAP Financial Measures     D-1  
APPENDIX E:   List of Included and Excluded Countries     E-1  

 

    LOGO  Sabre Corporation 2024 Proxy Statement        |          iii  


Table of Contents
       

 

 PROXY STATEMENT SUMMARY 

 

 

LOGO

PROXY STATEMENT SUMMARY

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

2024 Annual Meeting Information

 

 

 

 Time

 

 

 

Date

 

 

 

Place

 

9:30 a.m. Central time

 

Wednesday

April 24, 2024

 

Sabre Global Headquarters

3150 Sabre Drive

Southlake, Texas 76092

Matters for Stockholder Voting

 

 

 Proposal

 

 

Description

 

 

 

Board Voting
Recommendation

 

 

1. Election of directors

 

 

Election of George Bravante, Jr., Hervé Couturier, Kurt Ekert, Gail Mandel, Phyllis Newhouse, Elaine Paul, Karl Peterson, 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 2024

 

 

   FOR

 

   

 

3. Approval of our 2024 Omnibus Incentive Compensation Plan

 

 

Approval of our 2024 Omnibus Incentive Compensation Plan, to replace our 2023 Omnibus Incentive Compensation Plan and increase the number of shares authorized for issuance under our equity-based compensation plans

 

 

   FOR

 

   

 

4. Approval of our 2024 Director Equity Compensation Plan

 

 

Approval of our 2024 Director Equity Compensation Plan, to replace our 2022 Director Equity Compensation Plan and increase the number of shares authorized for issuance under our equity-based compensation plan for non-employee directors

 

 

   FOR

 

 

    LOGO  Sabre Corporation 2024 Proxy Statement        |          1  


Table of Contents

 

 PROXY STATEMENT SUMMARY 

 

       

 

 Proposal

 

 

Description

 

 

 

Board Voting
Recommendation

 

   

 

5. Approval of an amendment to our Certificate of Incorporation regarding officer exculpation

 

 

Approval of an amendment to our Fourth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) regarding officer exculpation

 

 

   FOR

 

   

 

6. 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

 

Information on Director Nominees

 

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

 

 Name and Occupation

 

 

 

Committee 
Roles 

 

 

Independent

 

 

Experience Highlights

 

     

George Bravante, Jr.

Co-founder of Bravante-Curci Investors,

LP, Owner of Bravante Produce, and

CEO of Pacific Agricultural Realty, LP

 

 Audit Committee (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

 

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 Name and Occupation

 

 

 

Committee 
Roles 

 

 

Independent

 

 

Experience Highlights

 

     

Kurt Ekert

Chief Executive Officer and President,

Sabre Corporation

 

 Technology Committee

   

 Deep experience in travel industry, including at a travel distribution company, airline, online travel agency and travel management company

 Significant executive experience, including serving as Chief Executive Officer, President, 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

     

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

     

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

     

Elaine Paul*

Former Chief Financial Officer, Lyft, Inc.

 

 Audit Committee

 Technology Committee

       

 Extensive financial leadership in the technology industry, including service as CFO

 Background in business strategy and corporate development in technology

 

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 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

     

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

 

 Compensation Committee

 Governance and Nominating 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

 

*

Ms. Paul is expected to be appointed to these committees after the 2024 Annual Meeting.

 

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 PROXY STATEMENT SUMMARY 

 

 

2024 Omnibus Incentive Compensation Plan

 

We are seeking approval of our 2024 Omnibus Incentive Compensation Plan (the “2024 Omnibus Plan”), which our Board of Directors adopted in March 2024, subject to stockholder approval. As of the date of this proxy statement, we have the 2023 Omnibus Incentive Compensation Plan (the “2023 Omnibus Plan”) in place. We are proposing adoption of the 2024 Omnibus Plan to replace the 2023 Omnibus Plan, which will also increase the number of shares authorized for issuance pursuant to our equity-based compensation plans. The 2024 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 and other service providers, 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 2024 Omnibus Plan is designed to meet these objectives by providing these individuals 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 2024 Omnibus Plan.

2024 Director Equity Compensation Plan

 

We are seeking approval of our 2024 Director Equity Compensation Plan (the “2024 Director Plan”), which our Board of Directors adopted in March 2024, subject to stockholder approval. As of the date of this proxy statement, we have the 2022 Director Equity Compensation Plan (the “2022 Director Plan”) in place. We are proposing adoption of the 2024 Director Plan to replace the 2022 Director Plan, which will also increase the number of shares authorized for issuance to our non-employee directors pursuant to this equity-based compensation plan. The 2024 Director Plan is intended to promote the interests of Sabre and our stockholders by providing certain compensation to eligible directors to encourage the highest level of performance by providing them with a proprietary interest in Sabre’s success and progress by granting them awards under the 2024 Director Plan.

The Board of Directors recommends that stockholders vote FOR the approval of the 2024 Director Plan.

Amendment to Our Certificate of Incorporation Regarding Officer Exculpation

 

We are proposing an amendment to our Certificate of Incorporation to provide for the elimination of monetary liability of certain officers of Sabre in certain limited circumstances. The Delaware law only permits, and our proposed amendment would only permit, exculpation for direct claims (as opposed to derivative claims made by stockholders on behalf of the corporation) and would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. See “Proposal 5: Amendment to our Certificate of Incorporation Regarding Officer Exculpation.”

The Board of Directors recommends that stockholders vote FOR the approval of an amendment to our Certificate of Incorporation regarding officer exculpation.

 

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

 

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

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

 

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 PROXY STATEMENT 

 

 

LOGO

PROXY STATEMENT

for the Annual Meeting of Stockholders

to be held on April 24, 2024

INFORMATION ABOUT OUR ANNUAL MEETING

Date and Time of Annual Meeting

 

Our 2024 Annual Meeting will be held on Wednesday, April 24, 2024, 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 26, 2024 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, 379,494,365 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 15, 2024.

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, Equiniti Trust Company, LLC, or

 

 

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

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

 

 

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

 

 

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

 

 

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

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

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

 

 

FOR the election of the ten directors named in this proxy statement,

 

 

FOR the ratification of the appointment of our independent auditors,

 

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FOR the approval of the 2024 Omnibus Incentive Compensation Plan,

 

 

FOR the approval of the 2024 Director Equity Compensation Plan,

 

 

FOR the approval of an amendment to our Certificate of Incorporation regarding officer exculpation, 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 voting power of the outstanding common stock entitled to vote on the matter and present, in person or by proxy, at the meeting is required.

Item 3: Approval of the 2024 Omnibus Plan. The vote of a majority of the votes cast on the matter is required.

 

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Item 4: Approval of the 2024 Director Plan. The vote of a majority of the votes cast on the matter is required.

Item 5: Approval of an Amendment to our Certificate of Incorporation Regarding Officer Exculpation. The affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of common stock entitled to vote is required.

Item 6: 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 voting power of the outstanding common stock entitled to vote on the matter and present, in person or by proxy, at the meeting is required.

Abstentions and Broker Non-Votes

 

Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. For 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 Item 2, because the affirmative vote of the holders of a majority of the shares present and entitled to vote on the matter is required for approval, abstentions will be counted as votes against this proposal, and, because this is a routine matter where brokers that do not receive voting instructions from the record holder may vote in their discretion, we expect that there will be no broker non-votes on this matter. For Items 3 and 4, abstentions and broker non-votes will have no effect on the outcome of the vote. For Item 5, because the affirmative vote of the holders of at least a majority of the shares entitled to vote is required, abstentions and broker non-votes will be counted as votes against this proposal. For Item 6, abstentions will have the effect of a vote against and broker non-votes will have no effect on the matter.

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 2024 Omnibus Plan, the approval of the 2024 Director Plan, the approval of an amendment to our Certificate of Incorporation regarding officer exculpation, 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, 2024 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

 

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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 $25,000 plus reimbursement of out-of-pocket expenses.

Other Business

 

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

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

 

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 CORPORATE GOVERNANCE 

 

       

 

CORPORATE GOVERNANCE

Corporate Governance Guidelines

 

The Board of Directors has adopted Corporate Governance Guidelines, which govern the Board of Directors’ structure and proceedings and contain its position on many governance issues. These Guidelines are available on the 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 an Executive Chair of the Board (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 of the Board

 

 

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 the Lead Director role enhances the strong independent oversight function and supplements the risk oversight of the Board of Directors.

On March 4, 2024, the Board of Directors elected to have Mr. Menke transition from Executive Chair of the Board to Special Advisor, effective immediately prior to the Annual Meeting, and Mr. Menke has announced his retirement from the Board of Directors, effective immediately prior to the Annual Meeting. See “Executive Compensation—Information on Employment Agreements and Offer Letters.” In connection with this transition, the Board of Directors considered the relative benefits of combining the Chair and CEO

 

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positions versus retaining separate roles with an independent chair. After considering the perspectives of independent directors and recent governance trends, the Board of Directors unanimously elected Gail Mandel to serve as non-executive Chair of the Board, effective as of the Annual Meeting. Ms. Mandel’s duties of as non-executive Chair of the Board are set forth in our Corporate Governance Guidelines. See “Other Corporate Governance Practices and Matters—Non-Executive Chair.”

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.

 

LOGO   LOGO

 

LOGO

 

 

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 15, 2024)

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

 

  0

 

  0

 

  0

 

  0

 

Native Hawaiian or Pacific Islander

 

  0

 

  0

 

  0

 

  0

 

White

 

  2

 

  7

 

  0

 

  0

 

Two or More Races or Ethnicities

 

  1

 

  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. 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, Gail Mandel, Phyllis Newhouse, Elaine Paul, Karl Peterson, Gregg Saretsky, John Scott, and Wendi Sturgis are independent as defined under the corporate governance rules of Nasdaq. The Board also determined that Rachel Gonzalez and Zane Rowe, who retired from the Board of Directors in February 2024, were independent as defined under the corporate governance rules of Nasdaq. In making these determinations, the Board of Directors considered the applicable legal standards and 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 Executive Chair of the Board. 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 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.

 

Name

 

  

International

 

  

B2B Services

 

  

Travel

 

  

Airline

 

  

Hospitality

 

  

ESG

 

  

Marketing/Sales

 

  

Technology

 

  

Operations

 

  

Capital Markets

 

  

Risk and Strategy

 

 

George Bravante, Jr.

 

             ¡    ¡                        ¡    ¡     

Hervé Couturier

 

   ¡    ¡    ¡                        ¡              ¡

Kurt Ekert

 

   ¡    ¡    ¡    ¡    ¡         ¡    ¡    ¡         ¡

Gail Mandel

 

   ¡    ¡    ¡         ¡    ¡         ¡    ¡    ¡    ¡

Sean Menke

 

   ¡    ¡    ¡    ¡    ¡    ¡         ¡    ¡         ¡

Phyllis Newhouse

 

        ¡                             ¡              ¡

Elaine Paul

 

   ¡         ¡              ¡         ¡         ¡    ¡

Karl Peterson

 

   ¡    ¡    ¡         ¡    ¡         ¡    ¡    ¡    ¡

Gregg Saretsky

 

   ¡         ¡    ¡    ¡         ¡         ¡         ¡

John Scott

 

   ¡    ¡    ¡         ¡         ¡         ¡    ¡    ¡

Wendi Sturgis

 

 

   ¡    ¡                   ¡    ¡    ¡              ¡

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

 

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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.

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 five times in 2023. All of the incumbent 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 2023 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
         

 Kurt Ekert

 

 

 

 

 

 

  Member  

 

         

 Gail Mandel

  Member(1)  

 

 

 

  Member  

 

         

 Sean Menke

 

 

 

 

 

 

 

 

  Chair
         

 Phyllis Newhouse

  Member  

 

 

 

  Member  

 

         

 Elaine Paul(2)

 

 

 

 

 

 

 

 

 

 

         

 Karl Peterson

 

 

  Member   Member  

 

 

 

         

 Gregg Saretsky

 

 

 

 

  Chair   Member   Member
         

 John Scott

 

 

  Chair   Member  

 

  Member
         

 Wendi Sturgis

 

 

  Member   Member  

 

 

 

 

(1)

Audit Committee financial expert.

(2)

Ms. Paul is expected to be appointed to the Audit Committee and the Technology Committee following the 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 2023.

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 Wendi Sturgis, each of whom is “independent,” as defined under Nasdaq rules. The Compensation Committee met six times in 2023.

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. Korn Ferry also provides services to Sabre, including leadership development consulting services. The Compensation Committee has limited the amount of these services, and in 2023 they amounted to approximately $313,000. Korn Ferry reports directly to the Compensation Committee, and the Compensation Committee may replace Korn Ferry or hire additional consultants at any time. 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

 

 

environmental, social and governance (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 six times in 2023.

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), Kurt Ekert, Gail Mandel, Phyllis Newhouse, and Gregg Saretsky. The Technology Committee met four times in 2023.

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 2023.

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

The Board of Directors has 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

Stockholders have 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

Stockholders have 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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Majority Voting for Directors in Uncontested Elections

The Board of Directors and our stockholders have 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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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.

Non-Executive Chair of the Board

In connection with Mr. Menke’s retirement as Executive Chair of the Board, Ms. Mandel has been elected as non-executive Chair of the Board effective immediately following the Annual Meeting. As non-executive Chair of the Board, Ms. Mandel’s duties include:

 

 

leading and overseeing the Board,

 

 

presiding at all meetings of the Board and the stockholders,

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

leading the Board in CEO and senior management succession planning,

 

 

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

 

 

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

 

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

 

 

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

 

 

chairing the Governance and Nominating Committee,

 

 

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

 

 

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

 

 

consulting with stockholders, in coordination with the CEO,

 

 

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

 

 

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

 

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PROPOSAL 1: ELECTION OF DIRECTORS

General Information

 

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

As of the date of this proxy statement, the Board of Directors consists of eleven members. Mr. Menke has notified us that he is retiring from the Board of Directors immediately prior to the Annual Meeting. We would like to thank Mr. Menke for his many years of service and substantial contributions to the Board of Directors and Sabre. Following Mr. Menke’s retirement, the Board of Directors will consist of ten directors. The ten nominees for director set forth on the following pages are proposed to be elected at this year’s Annual Meeting to serve for a term to expire at the 2025 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 15, 2024, 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, 2019. All of the nominees 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 2025 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. Mr. Bravante has also served as the founder and president of Bravante Farm Capital, a farmland investor, since 2023. 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

 

 

65,

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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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

 

 

65,

Director since December 2017

 

 

President, Kerney Partners

 

  

 

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KURT EKERT

 

  

Sabre committee membership:

  Technology Committee

 

Professional experience:

Mr. Ekert has served as Chief Executive Officer and President of Sabre since April 2023. Prior to his election as Chief Executive Officer, Mr. Ekert served as President of Sabre since January 2022. 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, an airline, an online travel agency and a travel management company. 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

 

 

53,

Director since April 2023

 

 

Chief Executive Officer and President, Sabre 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

 

 

55,

Director since April 2020

 

 

Managing Director, Focused Point Ventures, LLC

 

 

 

    LOGO  Sabre Corporation 2024 Proxy Statement        |          29  


Table of Contents

 

 PROPOSAL 1: ELECTION OF DIRECTORS 

 

       

 

 

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 2019:

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

 

 

LOGO

 

 

61,

Director since April 2021

 

 

Founder and CEO, Xtreme Solutions, Inc.

 

 

 

  

 

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 PROPOSAL 1: ELECTION OF DIRECTORS 

 

 

 

 

ELAINE PAUL

 

  

Sabre committee membership:

  Compensation Committee

  Governance and Nominating Committee

 

Professional experience:

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 also serves on the Board of Trustees of the Marlborough School in Los Angeles, California.

 

Education:

  B.A. with Distinction in Economics and History, Stanford University

  M.B.A., Harvard University

 

Director qualifications:

Ms. Paul has extensive financial leadership experience in the technology industry, including service as Chief Financial Officer. We believe this background provides key insights to the Board of Directors regarding capital markets transactions and analysis of financial considerations from a technology industry perspective. In addition, we believe her business strategy and corporate development background in technology provides an important contribution to our Board of Directors.

 

Diversity:

  Identifies as Female

  Identifies as Two or More Races or Ethnicities

 

LOGO

 

 

56,

Director since February 2024

 

 

Former Chief Financial Officer, Lyft, Inc.

 

 

  

 

    LOGO  Sabre Corporation 2024 Proxy Statement        |          31  


Table of Contents

 

 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.

 

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)

  Accel Entertainment, Inc. (2019 to present)

  Vacasa, Inc. (2021 to present)

 

Former public company directorships since 2019:

  TPG Pace Holdings (2017 to 2019) (SPAC)

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

  TPG Pace Beneficial II Corp. (2021 to 2023) (SPAC)

  TPG Pace Solutions (2021) (SPAC)

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

 

 

LOGO

 

 

53,

Director since March 2007

 

 

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

 

 

 

  

 

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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

 

 

64,

Director since July 2020

 

 

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

 

 

 

  

 

    LOGO  Sabre Corporation 2024 Proxy Statement        |          33  


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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 also served from 2017 through 2023 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 2019:

  Cedar Fair Entertainment (2010 to 2020)

 

LOGO

 

 

58,

Director since July 2020

 

 

Founder and Chairman of Park House

 

 

 

  

 

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 PROPOSAL 1: ELECTION OF DIRECTORS 

 

 

 

WENDI STURGIS

 

  

Sabre committee membership:

  Compensation Committee

  Governance and Nominating 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 2019:

  Student Transportation of America (2013 to 2018)

 

LOGO

 

 

57,

Director since April 2021

 

 

Chief Executive Officer, cleverbridge GmbH

 

 

  

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

 

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 PROPOSAL 1: ELECTION OF DIRECTORS 

 

       

 

Director Compensation Program

 

2023 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 2023, 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 were 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 Plan. Each of the 2014 Omnibus Plan, the 2016 Omnibus Plan, the 2019 Director Plan and the 2022 Director Plan was approved by stockholders.

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

 

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 PROPOSAL 1: ELECTION OF DIRECTORS 

 

 

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.

2023 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 2023. Mr. Menke, who is our Executive Chair of the Board, and Mr. Ekert, who is our CEO and President, do not receive any compensation for their service as directors and are not included in this table. The compensation received by Messrs. Ekert and Menke as employees is presented in the “2023 Summary Compensation Table” below.

 

Director  

Fees
 Earned or 
Paid in

Cash ($)

  Stock
 Awards 
($)(1)(2)
   Total ($) 
     

George Bravante, Jr.

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

Hervé Couturier

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

Rachel Gonzalez

    $ 103,626     $ 160,000     $ 263,626
     

Gail Mandel

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

Phyllis Newhouse

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

Karl Peterson

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

Zane Rowe

    $ 113,407     $ 160,000     $ 273,407
     

Gregg Saretsky

    $ 165,000     $ 160,000     $ 325,000
     

John Scott

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

Wendi Sturgis

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

 

(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 2023, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), disregarding the impact of estimated forfeitures. The assumptions used in calculating the grant date fair value of these stock-based awards are set forth in Note 15, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. 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 2023 and the aggregate number of shares of our common stock subject to such outstanding restricted stock unit awards held at December 31, 2023 by the non-employee members of our Board of Directors.

 

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 PROPOSAL 1: ELECTION OF DIRECTORS 

 

       

 

Director    Grant Date     Restricted Stock 
Units Awarded in
2023 (#)
 

Restricted Stock

Units Held at
 December 31, 2023 (#)

     

George Bravante, Jr.

      04/26/2023       43,597 (a)        43,597 (a) 
          

Hervé Couturier

      04/26/2023       43,597       43,597
     

Rachel Gonzalez

      04/26/2023       43,597       96,789
     

Gail Mandel

      04/26/2023       43,597 (a)        47,169 (a) 
          

Phyllis Newhouse

      04/26/2023       43,597       53,293
     

Karl Peterson

      04/26/2023       43,597 (a)        43,597 (a) 
          

Zane Rowe

      04/26/2023       43,597       43,597
     

Gregg Saretsky

      04/26/2023       43,597       48,955
     

John Scott

      04/26/2023       43,597 (a)        48,955 (a) 
          

Wendi Sturgis

      04/26/2023       43,597 (a)        53,293 (a) 

 

  (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.

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, and are eligible to receive reimbursement for up to $5,000 annually for director education programs. Non-employee directors are not otherwise provided perquisites or retirement benefits.

2024 Compensation

In February 2024, the Compensation Committee, with the assistance of Korn Ferry, reviewed the compensation program for the non-employee members of our Board of Directors. In its assessment, the Compensation Committee compared the design and the compensation elements of the program to that of the directors’ compensation programs of our peer group. Based on its review, the Compensation Committee recommended that, and the Board of Directors approved effective February 7, 2024, the one-time restricted stock unit award for appointments of new directors to the Board of Directors be eliminated and that newly appointed directors receive an equity award equal to the amount of the annual grant upon joining the Board of Directors, which award vests in full on the first anniversary of the date of grant. Newly appointed directors are not eligible to receive an additional annual grant in the year of their appointment if they are appointed before the date of the annual grant.

In March 2024, the Compensation Committee, with the assistance of Korn Ferry, reviewed the compensation for the non-executive Chair of the Board, including a review of compensation for that position at members of our peer group. Based on its review, the Compensation Committee recommended that, and the Board of Directors approved effective April 24, 2024 that the non-executive Chair of the Board receive an annual cash retainer of $160,000, payable quarterly, for service as non-executive Chair of the Board.

 

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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, 2024, 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, 2025 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, 2023 and 2022 to our principal accounting firm, Ernst & Young, were as follows (in thousands):

 

 

 

  2023   2022
   

Audit Fees(1)

    $ 8,334     $ 7,925
   

Audit-Related Fees(2)

    $ 538     $ 899
   

Tax Fees(3)

    $ 724     $ 1,039
   

All Other Fees(4)

    $ 1,362     $ 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 advisory and other assessment services and 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 2023 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, 2024.

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.

 

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 PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS 

 

 

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.

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, 2023, for filing with the SEC.

AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS

George Bravante, Jr., Chair

Hervé Couturier

Gail Mandel

Phyllis Newhouse

Zane Rowe*

 

* Mr. Rowe retired from the Board of Directors effective February 16, 2024.

 

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 PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN 

 

       

 

PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN

In March 2024, our Board of Directors adopted the 2024 Omnibus Plan, subject to approval by our stockholders at the 2024 Annual Meeting.

We have the 2023 Omnibus Plan in place as of the date of this proxy statement, and as of December 31, 2023, there was a net of 6,396,104 shares of our common stock available for issuance under the 2023 Omnibus Plan, consisting of 9,048,998 shares available for issuance less 2,652,894 shares reserved for issuance for prior performance-based restricted stock unit awards. We do not expect to utilize any additional shares of common stock under the 2023 Omnibus Plan through the date of the 2024 Annual Meeting. We have also approved the grant of awards contingent on the approval of the 2024 Omnibus Plan, which is not included in this amount. See “—New Plan Benefits.” Subject to approval of the 2024 Omnibus Plan by stockholders, the 2024 Omnibus Plan will replace the 2023 Omnibus Plan for grants made after the 2024 Annual Meeting, which will also increase the number of shares authorized for issuance pursuant to our equity-based compensation plans.

The 2024 Omnibus Plan is a critical part of Sabre’s overall compensation program and is intended to promote the interests of Sabre and its stockholders by providing Sabre’s employees and other service providers, 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 2024 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 2023 Omnibus Plan, our non-employee directors are not eligible to participate in the plan; instead, they participate in the 2022 Director Plan.

Alignment of 2024 Omnibus Plan with Stockholders’ Interests

 

 

The 2024 Omnibus Plan is designed to reinforce the alignment of our equity compensation opportunities for officers, employees and other service providers 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 Re-pricings/Cash Buyouts without Stockholder Approval. The 2024 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 2024 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 2024 OMNIBUS INCENTIVE COMPENSATION PLAN 

 

 

 

No “Evergreen” Provision. There is no “evergreen” feature pursuant to which the shares available for issuance under the 2024 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 2024 Omnibus Plan does not provide for “reload” or other automatic grants to participants.

 

 

No Tax Gross-ups. The 2024 Omnibus Plan does not provide for any tax gross-ups.

 

 

Compensation Recovery (“Clawback”). The 2024 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 2024 Omnibus Plan.

 

 

No Single Trigger Vesting Upon a Change in Control. The 2024 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 2024 Omnibus Plan may not be regranted, issued, or transferred under the 2024 Omnibus Plan.

 

 

Minimum Vesting Period. 95% of the shares of our common stock issued pursuant to an equity award granted under the 2024 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 2023 Omnibus Plan and the 2022 Director Plan, and the total weighted number of shares of our common stock outstanding as of December 31, 2023 (and without giving effect to approval of this Proposal 3):

 

 

Total shares underlying outstanding options

      1,747,755
 

Weighted average exercise price of outstanding options

    $ 12.20
 

Weighted average remaining contractual life of outstanding options

      5.46 years
 

Total shares underlying outstanding unvested restricted stock unit awards

      20,585,195 (1) 
    

Total shares available for grant

      6,396,104 (2) 
    

Total shares available for grant as full-value awards

      6,396,104 (3) 
    

Total weighted number of shares of common stock outstanding

      346,566,752

 

(1)

Represents shares underlying outstanding unvested time-based restricted stock unit awards. As of December 31, 2023, there were also 5,870,614 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 2024 OMNIBUS INCENTIVE COMPENSATION PLAN 

 

       

 

(2)

Total net shares available for grant under the 2023 Omnibus Plan as of December 31, 2023 were 6,396,104, which consists of 9,048,998 shares available for issuance less 2,652,894 shares reserved for issuance for prior performance-based restricted stock unit awards. Total shares available under the 2022 Director Plan as of December 31, 2023 were 361,408. Total shares projected to be available under the 2023 Omnibus Plan and under the 2022 Director Plan as of the Annual Meeting are projected to be 6,396,104 and 447,740, respectively.

 

(3)

Total shares available for grant as full-value awards under the 2023 Omnibus Plan and under the 2022 Director Plan as of the Annual Meeting are projected to be 6,396,104 and 447,740, respectively.

Based on our historical practice, the Board of Directors believes the shares available for grant under the 2024 Omnibus Plan will be sufficient to cover awards for approximately the next one to two 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, 9,904,798 shares in 2022 and 20,852,209 in 2023. We do not expect to grant any equity awards under the 2023 Omnibus Plan through the date of the 2024 Annual Meeting. We have also approved the grant of awards contingent on the approval of the 2024 Omnibus Plan. See “—New Plan Benefits.” 

Summary of Terms of the 2024 Omnibus Plan

 

The principal features of the 2024 Omnibus Plan are described below. This summary is qualified in its entirety by reference to the full text of the 2024 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 2024 Omnibus Plan may be granted for a term of ten years following the date that stockholders approve the 2024 Omnibus Plan at the 2024 Annual Meeting.

Administration

The 2024 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 2024 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 re-pricing 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, for the purpose of the 2024 Omnibus Plan, the 2023 Omnibus Plan, the Sabre Corporation 2021 Omnibus Incentive Compensation Plan (the “2021 Omnibus Plan”), the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (the “2019 Omnibus Plan”), the Omnibus Plan, the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), the

 

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 PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN 

 

 

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”).

The Committee may delegate its powers and responsibilities under the 2024 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 2024 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 2024 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 2024 Omnibus Plan, any Prior Plan, or any equity compensation plan of any business entity we are acquiring (subject to restrictions on re-pricing 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 re-price 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 2024 Omnibus Plan may not exceed the sum of:

 

  (1)

23,500,000 shares,

 

  (2)

the number of shares that remain available for issuance under the Prior Plans as of April 24, 2024, 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 2024 Omnibus Plan may not exceed 23,500,000 shares in the aggregate.

 

 

The shares to be delivered under the 2024 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 2024 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

 

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 PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN 

 

       

 

involving shares, the shares covered by such awards will again become available for the grant of awards under the 2024 Omnibus Plan. However, if the exercise price or tax withholding requirements related to any award under the 2024 Omnibus Plan are satisfied through our withholding of shares otherwise then deliverable in respect of an award or through actual or constructive transfer to us of shares already owned, the number of shares equal to such withheld or transferred shares, as applicable, will no longer be available for issuance under the 2024 Omnibus Plan.

Shares covered by awards granted pursuant to the 2024 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 2024 Omnibus Plan.

Individual Participant Share Limits Per Fiscal Year under the 2024 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 2024 Omnibus Plan are our employees (including prospective employees who have been offered employment) and other individual service providers and those of our subsidiaries, as selected by the Committee.

As of December 31, 2023, approximately 6,343 employees would be eligible to participate in the 2024 Omnibus Plan. During 2023, a total of approximately 768 individuals received awards under the 2023 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 common stock on the date of grant.

 

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 PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN 

 

 

Additionally, with respect to “incentive stock options” (within the meaning of Section 422 of the Code), the aggregate fair market value of shares with respect to incentive stock options that are exercisable for the first time by a participant during any calendar year under the 2024 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.

 

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 PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN 

 

       

 

The Committee may, subject to the terms of the 2024 Omnibus Plan, amend previously granted awards whose grant, vesting, or payment is subject to performance-based measures.

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 2024 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 2024 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 2024 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 2024 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 2024 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 2024 Omnibus Plan are discretionary. Therefore, the benefits and amounts that will be received or allocated under the 2024

 

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 PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN 

 

 

Omnibus Plan are not determinable at this time. The closing price of our common stock, as reported on the Nasdaq Stock Market, on February 29, 2024 was $2.65 per share. See “Executive Compensation—2023 Grants of Plan-Based Awards,” which provides information on the equity awards granted to the named executive officers in 2023.

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 2024 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 2024 Omnibus Plan. The income tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.

Non-Qualified Stock Options

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

 

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 PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN 

 

       

 

Restricted Stock

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

Restricted Stock Units

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

Other Stock-Based Awards

The grant, exercise or settlement of other stock-based awards granted under the 2024 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 2024 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 2024 Omnibus Plan.

The Board of Directors unanimously recommends a vote FOR approval of the Sabre Corporation 2024 Omnibus Incentive Compensation Plan.

 

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 PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN 

 

 

PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN

In March 2024, our Board of Directors adopted the 2024 Director Plan, subject to approval by our stockholders at the 2024 Annual Meeting.

We have the 2022 Director Plan in place as of the date of this proxy statement, and as of December 31, 2023, there were 361,408 shares of our common stock available for issuance under the 2022 Director Plan. We expect to have 447,740 shares of our common stock shares available for issuance as of the 2024 Annual Meeting. Subject to approval of the 2024 Director Plan by stockholders, the 2024 Director Plan will replace the 2022 Director Plan for grants made after the 2024 Annual Meeting, which will also increase the number of shares authorized for issuance to our non-employee directors pursuant to this equity-based compensation plan.

The 2024 Director Plan is intended to promote the interests of Sabre and its stockholders by providing certain compensation to eligible directors of Sabre to encourage the highest level of performance by providing them with a proprietary interest in Sabre’s success and progress by granting them awards under the 2024 Director Plan.

Alignment of 2024 Director Plan with Stockholders’ Interests

 

The 2024 Director Plan is designed to reinforce the alignment of our compensation opportunities for eligible directors with stockholders’ interests and, as highlighted below, includes a number of provisions that we believe are consistent with good compensation practices.

 

 

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

 

 

No Re-pricings/Cash Buyouts without Stockholder Approval. The 2024 Director Plan prohibits, without stockholder approval, a stock option or a stock appreciation right from being repurchased for cash at a time when the exercise or strike price, as applicable, is equal to or greater than the fair market value of the underlying shares. The 2024 Director Plan also prohibits any stock option or stock appreciation right from being re-priced, replaced, re-granted through cancellation, or modified without stockholder approval if the effect would be to reduce the exercise or strike price, as applicable, for the shares underlying the option or stock appreciation right.

 

 

No “Evergreen” Provision. There is no “evergreen” feature pursuant to which the shares available for issuance under the 2024 Director Plan can be automatically replenished.

 

 

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

 

 

No Automatic Grants. The 2024 Director Plan does not provide for “reload” or other automatic grants to participants.

 

 

No Tax Gross-ups. The 2024 Director Plan does not provide for any tax gross-ups.

 

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 PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN 

 

       

 

 

Compensation Recovery (“Clawback”). The 2024 Director Plan provides that Sabre is entitled, to the extent permitted or required by applicable law, Sabre policy, or the requirements of any national securities exchange on which Sabre’s shares are listed for trading, to claw back compensation paid by Sabre to a participant under the 2024 Director Plan.

 

 

No Single Trigger Vesting Upon a Change in Control. The 2024 Director Plan provides that all outstanding equity awards will become exercisable and/or vest in the event of a change in control of Sabre only if these awards are not assumed, continued, or substituted by the surviving corporation, or if the holder’s service on the Board terminates in connection with a change in control of Sabre.

 

 

No Liberal Share Recycling. Shares of our common stock used to pay the exercise price (whether through actual or constructive transfer) or tax withholding requirements related to any award granted under the 2024 Director Plan may not be regranted, issued, or transferred under the 2024 Director Plan.

Key Data

 

The following table includes information regarding outstanding equity awards for eligible directors, shares available for grants of future equity awards under the 2022 Director Plan, and total shares of common stock outstanding as of December 31, 2023 (and without giving effect to approval of this Proposal 4):

 

Total shares underlying outstanding unvested restricted stock unit awards

      522,842 (1) 

Total shares available for grant under the 2022 Director Plan

      361,408 (2) 

Total shares available for grant as full-value awards under the 2022 Director Plan

      361,408 (3) 

Total shares of common stock outstanding

      379,568,979

 

(1)

Represents shares underlying outstanding unvested time-based restricted stock unit awards for eligible directors. As of December 31, 2023, there were no shares underlying outstanding options or outstanding unvested PSU awards for eligible directors.

 

(2)

Total shares available for grant as of the Annual Meeting are projected to be 447,740.

 

(3)

Total shares available for grant as full-value awards as of the Annual Meeting are projected to be 447,740.

Based on our historical practice and assuming no change in the number of eligible participants immediately following the Annual Meeting, the Board of Directors believes the shares available for grant under the 2024 Director Plan will be sufficient to cover awards for approximately the next two years. Since our initial public offering in April 2014, we granted equity awards (gross equity grants, which do not reflect the impact of cancellations) to eligible directors representing a total of approximately 67,912 shares in 2014, 142,199 shares in 2015, 295,464 shares in 2016, 250,823 shares in 2017, 64,173 shares in 2018, 92,748 in 2019, 208,034 shares in 2020, 166,336 shares in 2021, 202,430 shares in 2022, and 435,970 shares in 2023.

Summary of Terms of the 2024 Director Plan

 

The principal features of the 2024 Director Plan are described below. This summary is qualified in its entirety by reference to the full text of the 2024 Director Plan, a copy of which is attached as Appendix B to this proxy statement and incorporated in this proxy statement by reference. Please refer to Appendix B for more information.

 

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 PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN 

 

 

Term

Awards under the 2024 Director Plan may be granted for a term of ten years following the date that stockholders approve the 2024 Director Plan at the 2024 Annual Meeting.

Administration

The 2024 Director Plan is administered by our Board of Directors, the Compensation Committee of our Board of Directors, or such other committee as designated by our Board of Directors (the “Committee”). Among the Committee’s powers under the 2024 Director Plan is the power to determine those individuals who will be granted awards and the amount, type, and other terms and conditions of awards. Our Board of Directors may grant awards to the non-employee members of our Board of Directors. The Committee may also prescribe agreements evidencing or settling the terms of any awards, and any amendments thereto; grant awards alone or in addition to, in tandem with, or in substitution or exchange for, any other award, any award of any business entity we are acquiring, or any other right of the plan participant to receive payment from us.

The Committee may delegate its powers and responsibilities under the 2024 Director Plan, in writing, to a sub-committee of our Board of Directors, or to any other individual as the Committee deems advisable, under any conditions and subject to any limitations that the Committee may establish.

The Committee has discretionary authority to interpret and construe any and all provisions of the 2024 Director Plan and the terms of any award (or award agreement) granted thereunder and to adopt and amend such rules and regulations for the administration of the 2024 Director Plan as it deems appropriate. Decisions of the Committee will be final, binding and conclusive on all parties.

On or after the date of grant of any award, the Committee may accelerate the date on which any award becomes vested, exercisable, or transferable. The Committee may also extend the term of any such award (including the period following a termination of a participant’s provision of services during which any such award may remain outstanding); waive any conditions to the vesting, exercisability, or transferability of any such award; grant other awards in addition to, in tandem with, or in substitution or exchange for any award granted under the 2024 Director Plan or any equity compensation plan of any business entity we are acquiring; or provide for the payment of dividends or dividend equivalents with respect to any such award, provided that no dividend equivalents may be paid on any award until such time as the underlying award has vested, and any dividends payable in respect of awards of restricted stock may not vest unless and until the restricted stock awards to which such dividends relate have also vested. The Committee does not have the authority and may not take any such action described in this section to the extent that the grant of such authority or the taking of such action would cause any tax to become due under Section 409A of the Code.

We will not re-price 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 2024 Director Plan may not exceed the sum of:

 

  (1)

1,500,000 shares,

 

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  (2)

the number of shares that remain available for issuance under the Prior Plans as of April 24, 2024, 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 plan.

 

 

The shares to be delivered under the 2024 Director Plan may be authorized and unissued shares or shares held in or acquired for our treasury, or both.

“Prior Plans” mean, for the purpose of the 2024 Director Plan, the 2022 Director Plan and the 2019 Director Plan.

In general, if awards under the 2024 Director Plan expire or are forfeited, cancelled or terminated without the issuance of shares, or are settled for cash in lieu of shares, or are exchanged for an award not involving shares, the shares covered by such awards will again become available for the grant of awards under the 2024 Director Plan. However, if the exercise price or tax withholding requirements related to any award under the 2024 Director Plan are satisfied through our withholding of shares otherwise then deliverable in respect of an award or through actual or constructive transfer to us of shares already owned, the number of shares equal to such withheld or transferred shares, as applicable, will no longer be available for issuance under the 2024 Director Plan.

Shares covered by awards granted pursuant to the 2024 Director Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger will not count as issued under the 2024 Director Plan.

Individual Director Share Limits Per Fiscal Year under the 2024 Director Plan

 

 

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

 

 

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

Individual Limits on Cash Awards

 

 

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

Eligibility for Participation

The individuals eligible to receive awards under the 2024 Director Plan are those members of the Board who are not also employees of Sabre or any of its subsidiaries at the time such award is granted, as selected by the Committee.

As of December 31, 2023, ten directors were eligible to participate in the 2024 Director Plan. During 2023, a total of ten directors received awards under the 2022 Director Plan.

 

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 PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN 

 

 

Cash Awards

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

Stock Options and Stock Appreciation Rights

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

Other Stock-Based Awards

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

Stockholder Rights

No person will have any rights as a stockholder with respect to any shares of our common stock covered by or relating to any award granted pursuant to the 2024 Director Plan until the date of the issuance of such shares on our books and records.

Amendment and Termination

Notwithstanding any other provision of the 2024 Director Plan, our Board of Directors may at any time suspend or discontinue the plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation, or rule of a national securities exchange requires stockholder approval for any such revision or amendment to be effective, such revision or amendment will not be effective without such approval.

Transferability

Awards granted under the 2024 Director Plan are generally nontransferable (other than by will or the laws of descent and distribution), except that the Committee may provide for the transferability of non-qualified stock options subject to conditions and limitations as determined by the Committee; however, awards may be transferred during the lifetime of the participant, and may be exercised by these transferees during the lifetime of the participant, but only to the extent the transfers are permitted by the Committee.

 

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 PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN 

 

       

 

Change in Control

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

 

 

All deferral of settlement, forfeiture conditions and other restrictions applicable to awards granted under the 2024 Director Plan will lapse and such awards will be deemed fully vested as of the time of the change-in-control transaction without regard to deferral and vesting conditions, and

 

 

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

New Plan Benefits

 

All awards made under the 2024 Director Plan are discretionary. Therefore, the benefits and amounts that will be received or allocated under the 2024 Director Plan are not determinable at this time. The closing price of our common stock, as reported on the Nasdaq Stock Market, on February 29, 2024 was $2.65 per share. Under our current compensation program for non-employee members of our Board of Directors, following the Annual Meeting, each eligible director, other than directors elected to the Board of Directors in 2024 prior to the Annual Meeting, will receive the annual grant of restricted stock unit awards with a grant date value of $160,000, which will vest in full on the first anniversary of the date of grant. The number of shares to be received pursuant to this grant will depend on the closing stock price on the date of the Annual Meeting. See “Proposal 1: Election of Directors—Director Compensation,” which provides information on the equity awards granted to our non-employee directors in 2023.

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 2024 Director Plan based upon the laws in effect on the date hereof. The discussion is general in nature and does not take into account a number of considerations which may apply in light of the circumstances of a particular participant under the 2024 Director Plan. The income tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.

Non-Qualified Stock Options

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

Stock Appreciation Rights

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

 

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 PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN 

 

 

Restricted Stock

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

Restricted Stock Units

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

Other Stock-Based Awards

The grant, exercise or settlement of other stock-based awards granted under the 2024 Director Plan may be taxable based on the specific terms and conditions of such awards.

The foregoing general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2024 Director Plan. Participants are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2024 Director Plan.

The Board of Directors unanimously recommends a vote FOR approval of the Sabre Corporation 2024 Director Equity 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, 2023.

 

     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

   

 

28,388,434

   

$

12.20

   

 

9,410,406

     

Equity compensation plans not approved by stockholders

   

 

   

 

   

 

 

(a)

Includes shares of common stock to be issued upon the exercise of outstanding options under our 2023 Omnibus Plan, 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 26,640,679 restricted share units under our 2023 Omnibus Plan, 2021 Omnibus Plan, 2019 Omnibus Plan, 2016 Omnibus Plan, and 2014 Omnibus Plan (including shares that may be issued pursuant to outstanding performance-based restricted share units, assuming the target award is met; actual shares may vary, depending on actual performance. Performance-based restricted share 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 5: AMENDMENT TO OUR CERTIFICATE OF INCORPORATION REGARDING OFFICER EXCULPATION 

 

 

PROPOSAL 5: AMENDMENT TO OUR CERTIFICATE OF INCORPORATION REGARDING OFFICER EXCULPATION

In February 2024, our Board of Directors declared advisable and voted to approve and to recommend that our stockholders adopt an amendment to our Certificate of Incorporation to provide for the elimination of monetary liability of certain officers of Sabre in certain limited circumstances, as set forth in Appendix C and incorporated by reference.

The State of Delaware, which is our state of incorporation, has enacted legislation that amended the Delaware General Corporation Law (“DGCL”) to enable Delaware corporations to include in their certificates of incorporation limitations on the personal monetary liability of certain officers for breach of fiduciary duty in limited circumstances. In light of this legislation and for the reasons set forth below, we are proposing to amend Sabre Corporation’s Certificate of Incorporation to limit the liability of certain of our officers in specific circumstances, as permitted by Delaware law. The new Delaware legislation only permits, and the proposed amendment would only permit, exculpation of certain of our officers for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions. The proposed amendment would not eliminate any officer’s monetary liability:

 

 

for breach of the officer’s duty of loyalty to Sabre Corporation or its stockholders,

 

 

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

 

 

for any transaction from which the officer derived an improper personal benefit, or

 

 

for claims brought by Sabre itself or for derivative claims brought by stockholders in the name of Sabre.

The Sabre officers that would be covered by this provision would be our president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, and chief accounting officer who served at any time during the course of conduct alleged in the action or proceeding to be wrongful, any other officer identified in our public filings with the SEC as one of our most highly compensated executive officers at any time during the course of conduct alleged in the action or proceeding to be wrongful and any officer who has, by written agreement with Sabre, consented to be identified as an officer for these purposes. Similar to what is provided for director exculpation, the proposed amendment provides that if the DGCL is further amended to eliminate or limit the personal liability of officers, the liability of officers will be limited to the fullest extent permitted by law, as so amended.

As of the date of this proxy statement, our Certificate of Incorporation provides for exculpation of directors to the extent permitted by the DGCL but does not include a similar provision that would allow for the exculpation of officers. We are asking that the stockholders approve an amendment to the exculpation provision to include exculpation of officers to the fullest extent permitted by the DGCL.

Reasons for the Proposed Amendment

 

The DGCL has long permitted Delaware corporations to include provisions in their certificates of incorporation eliminating monetary liability of directors to the fullest extent permitted by Delaware law, and our Certificate of Incorporation includes such a provision. Until the recent changes to the DGCL were

 

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enacted, Delaware corporations were not able to provide similar protection to officers. After careful consideration, the Board of Directors believes that it is in Sabre’s and its stockholders’ best interest to amend the certification of incorporation to eliminate monetary liability for certain officers to the fullest extent permitted by Delaware law. In the absence of this protection, particularly amid the recent trend of plaintiffs increasingly naming corporate officers as defendants in stockholder litigation, qualified officers might be deterred from serving as officers or, while officers, from making business decisions that involve risk, due to potential exposure to personal monetary liability for business decisions that in hindsight are not successful.

The nature of the role of officers often requires them to make difficult decisions on crucial matters, frequently in response to time-sensitive opportunities and challenges. These decisions can create substantial risk of investigations, claims, actions, suits, or proceedings seeking to impose liability on the basis of hindsight. The Board of Directors believes that it is reasonable to limit our officers’ concern about personal risk and will empower them to better exercise their business judgment in furtherance of stockholder interests. The Board of Directors believes this will help limit litigation that names officers as defendants, when directors cannot be named because of their exculpatory protection, as a litigation strategy to compel settlement offers. It is important to note that, as set forth in the proposed amendment and in accordance with the DGCL, the exculpation that would be afforded to our officers is more limited than what is afforded to our directors in that officers may not be exculpated from liability in any action brought by or in the right of Sabre.

The Board of Directors expects that exculpation clauses applicable to officers will become widely used by public corporations, including our peers, and that failing to adopt the proposed amendment could negatively impact our ability to recruit (and retain) exceptional officer candidates who value the protection from potential exposure to liabilities, costs of defense, and other risks of proceedings that would be afforded by protection similar to that afforded by the proposed amendment. Additionally, the proposed amendment will align the protections for our officers with those protections already afforded to our directors. The Board of Directors believes that all of this will in turn benefit our stockholders by reducing threatened litigation, attorneys’ fees, and costs of litigation, and enhancing recruiting and retention of skilled officers.

For the reasons stated above, the Board of Directors believes that it is in the best interests of Sabre and its stockholders that the proposed amendment be approved. The proposed amendment is not being proposed in response to any specific resignation, threat of resignation, or refusal to serve by any officer or as a result of any pending litigation.

Sabre’s officers will receive the protections from liability afforded by the proposed amendment effective upon Sabre filing a certificate of amendment setting forth the proposed amendment with the Delaware Secretary of State, anticipated to occur on or about the date of the meeting of stockholders if the proposed amendment is adopted by the stockholders.

Effect of the Proposed Amendment

 

Approval of this Proposal 5 constitutes approval of the proposed amendment set forth in Appendix C. In Appendix C, additions are indicated by double underlining and deletions are indicated by strikethroughs. This description of the proposed amendment is a summary and is qualified by the complete text of the proposed amendment.

The Board of Directors unanimously recommends a vote FOR the approval of the amendment to our Certificate of Incorporation regarding officer exculpation.

 

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 PROPOSAL 6: ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 

 

 

PROPOSAL 6: 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:

 

 

Retain and attract 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 2023 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 6: 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, 2023 for our named executive officers. For 2023, our named executive officers were:

 

 

Name

  Position

Kurt Ekert

 

Chief Executive Officer and President(1)

Michael Randolfi

 

Executive Vice President and Chief Financial Officer

Ann Bruder

 

Executive Vice President and Chief Legal Officer

Roshan Mendis

 

Executive Vice President and Chief Commercial Officer, Travel Solutions

Shawn Williams

 

Executive Vice President and Chief People Officer

Sean Menke

 

Executive Chair of the Board (former Chief Executive Officer)(2)

David Moore

 

Former Executive Vice President and Chief Technology Officer(3)

 

(1)

Mr. Ekert was elected Chief Executive Officer and President effective as of April 27, 2023; he previously served as President.

 

(2)

Mr. Menke served as Chair of the Board and Chief Executive Officer until April 27, 2023, when he transitioned to serve solely as Executive Chair of the Board. On March 4, 2024, the Board of Directors elected to have Mr. Menke transition from Executive Chair to Special Advisor, effective immediately prior to the Annual Meeting, and Mr. Menke has announced his retirement from the Board of Directors, effective immediately prior to the Annual Meeting.

 

(3)

Mr. Moore ceased serving as Executive Vice President and Chief Technology Officer effective as of May 8, 2023, and his last day of employment with Sabre was July 1, 2023.

Executive Summary

 

Business Overview

We delivered significant commercial successes, efficiency gains, and product innovation achievements in 2023 that drove strong financial results, including compelling growth in revenue and Adjusted EBITDA, and achievement of our free cash flow objective. These items were reflected in our full-year 2023 financial results:

 

 

Revenue totaled $2.9 billion, a 15% improvement versus revenue of $2.5 billion in 2022.

 

 

Net loss attributable to common stockholders totaled $542 million, and diluted net loss attributable to common stockholders per share was $1.56 versus $1.40 in 2022.

 

 

Adjusted EBITDA was $337 million, a 416% improvement versus Adjusted EBITDA of $65 million in 2022.

 

 

Adjusted EPS was $(0.52), versus $(1.14) in 2022.

 

 

With regards to Sabre’s full year 2023 cash flows (versus prior year):

 

   

Cash provided by operating activities totaled $56 million (versus cash used in operating activities of $276 million),

 

   

Cash used in investing activities totaled $110 million (versus cash provided by investing activities of $174 million),

 

   

Cash used in financing activities totaled $94 million (versus $75 million),

 

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 COMPENSATION DISCUSSION AND ANALYSIS 

 

       

 

   

Capitalized expenditures totaled $87 million (versus $69 million), and

 

   

Free Cash Flow was negative $31 million, inclusive of approximately $54 million of restructuring costs (versus negative $346 million).

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

2023 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, Corporate Responsibility 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, sustainability 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

 

2023 Stockholder Engagement Program – Highlights and Statistics

Scope of Outreach   

 Contacted 10 stockholders, representing approximately 58% of our then outstanding shares

 

 Met with 5 stockholders, representing approximately 40% of our outstanding shares (including our three largest stockholders)

 

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2023 Stockholder Engagement Program – Highlights and Statistics

Outreach Team   

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

 

 Our Lead Director and Chair of the Governance and Nominating Committee also met with one stockholder

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

 

 Our sustainability actions

Investor feedback received on our executive compensation program was generally positive. Stockholders indicated their support for the design of the 2023 executive compensation program. They also provided feedback on various aspects of the program, including the performance measures utilized. The Compensation Committee considered this feedback from stockholders as it developed the design of our 2024 executive compensation program. See “2024 Executive Compensation Program.” Investor feedback received on our governance structure, Board composition and refreshment, and sustainability actions was also positive.

2023 Executive Compensation Program

The Compensation Committee took certain actions with respect to the 2023 compensation of our named executive officers, including the following:

 

 

Annual cash incentive framework. For the CEO and the CFO, the performance measures for 2023 under our annual cash Executive Incentive Program (“EIP”) were based on Adjusted EBITDA (100% of funding formula), with a Free Cash Flow modifier that could increase or reduce the payout by 10%, subject to a maximum overall payout of 150%. For the remaining executive officers, the performance measures were based on Adjusted EBITDA (70% of funding formula), also with the Free Cash Flow modifier described above, and 30% on business unit/staff function objectives, subject to a maximum overall payout of 150%.

 

 

Long-term incentive awards. We granted long-term incentive awards in May 2023, after setting the long-term incentive compensation award value for each named executive officer. This award value was divided into a grant consisting of a PSU award (50%) and an RSU award (50%), as discussed below.

 

   

PSUs. The PSUs granted in May 2023 utilize Free Cash Flow and TSR as the performance measures. The PSUs have a three-year cliff vest, with the potential to earn up to 200% of the target number of PSUs based on our actual performance in each of the three years against the Free Cash Flow metric established for that year. These Free Cash Flow metrics for each year were established in May 2023. See “—Long-Term Incentive Compensation” for additional information. One-third of the grant is at risk each calendar year during the measurement period, and the executive officer will bank shares based on our Free Cash Flow performance for that year. The final aggregate award is subject to a TSR modifier based on our common stock price relative performance to the S&P Composite 1500

 

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 COMPENSATION DISCUSSION AND ANALYSIS 

 

       

 

 

Information Technology index over the three-year measurement period from January 1, 2023 to December 31, 2025, which can increase or decrease the aggregate number of PSUs earned by 10%, subject to a maximum overall payout of 200%.

 

   

RSUs. The RSUs granted in May 2023 vest ratably on an annual basis over three years, subject to the named executive officer’s continued employment through the applicable vesting date.

 

 

Base Salaries. In April 2023, the Compensation Committee reviewed the base salaries of our executive officers, including our named executive officers and made no adjustments to the base salaries then in effect.

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

Chief Executive Officer Transition

As described above, effective April 27, 2023, Mr. Menke transitioned his role as CEO to Mr. Ekert. Mr. Menke continued in his role as Sabre’s Executive Chair of the Board, and Mr. Ekert retained his title of President. In connection with his election as CEO and President, Mr. Ekert’s initial base salary was increased from $750,000 to $900,000, his 2023 annual incentive target was increased from 125% to 135% of his base salary (prorated for his time as Chief Executive Officer), and his long-term incentive award grant-date value was set at $5,500,000. Each of these amounts is lower than the corresponding components of Mr. Menke’s 2022 target total direct compensation.

See “—Information on Employment Agreements and Offer Letters” for additional information on Messrs. Ekert’s and Menke’s offer letter and employment agreement entered into in connection with this transition.

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 a compensation consultant to assist with the review and analysis of our executive compensation program

 

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

 

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