SCHEDULE 14A

PROXY STATEMENT

Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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Sabre Corporation

(Name of Registrant as Specified In Its Charter)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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LOGO

Notice of 20202021 Annual Meeting

of Stockholders and

Proxy Statement


LOGO

March 18, 20202021

Dear Fellow Stockholders:

We are pleased to invite you to the 20202021 Annual Meeting of Stockholders. The meeting willStockholders, to be held on Wednesday, April 29, 2020,28, 2021, at 9:30 a.m. localCDT. Due to concerns regarding the COVID-19 pandemic, and to help protect the health and safety of our employees, stockholders, and other stakeholders, the Annual Meeting will be a virtual meeting conducted solely online via live webcast at www.proxydocs.com/SABR. There is no physical location for the meeting.

To participate in the Annual Meeting, you must register in advance at www.proxydocs.com/SABR. As part of the registration process, you must enter the control number provided on your proxy card, voting instruction form, or Notice of Electronic Availability. Upon completing your registration, you will receive further instructions via email, one hour prior to the meeting time, at our Global Headquarters, located at 3150 Sabre Drive, Southlake, Texas 76092.including your unique links that will allow you to access the meeting and will permit you to submit questions during the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number provided.

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

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

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

Sincerely,

 

LOGO  LOGO

Karl Peterson

  

Sean Menke

Chairman of the Board  President and Chief Executive Officer


    

  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 virtually at 9:30 a.m. local timeCDT on Wednesday, April 29, 2020, at our Global Headquarters, 3150 Sabre Drive, Southlake, Texas 76092,28, 2021, for the following purposes:

 

1.

To elect George Bravante, Jr., Renée James,Hervé Couturier, Gary Kusin, Gail Mandel, Sean Menke, Joseph Osnoss,Phyllis Newhouse, Karl Peterson, Zane Rowe, Gregg Saretsky, John Scott, and John SicilianoWendi Sturgis to our Board of Directors, each to serve aone-year term,

 

2.

To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2020,2021,

3.

To approve our 2021 Omnibus Incentive Compensation Plan,

4.

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

5.

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

 

3.6.

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 eighteleven nominees for directors named in this proxy statement, and (2) FOR ratification of the appointment of our independent auditors.auditors, (3) FOR the approval of our 2021 Omnibus Incentive Compensation Plan, (4) FOR the advisory, non-binding vote on the compensation of our named executive officers, and (5) for the option of ONE YEAR as the frequency of the advisory stockholder vote on the compensation of our named executive officers.

Only stockholders of record at the close of business on March 2, 2020,2021 are entitled to notice of, to attend virtually, and to vote at the Annual Meeting and any adjournments or postponements.

Due to concerns regarding the COVID-19 pandemic, and to help protect the health and safety of our employees, stockholders, and other stakeholders, the Annual Meeting will be a virtual meeting conducted solely online via live webcast at www.proxydocs.com/SABR. Please register in advance at www.proxydocs.com/SABR prior to the registration deadline of 5:00 p.m. EDT on April 26, 2021. As part of the registration process, you must enter the control number provided on your proxy card, voting instruction form, or Notice of Electronic Availability. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the meeting and will permit you to submit questions during the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number provided.


  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  

Whether or not you expect to virtually 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 18, 20202021

 

 

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be Held on April 29, 202028, 2021

This proxy statement and the 20192020 annual report are available at

www.proxydocs.com/SABR


    

  TABLE OF CONTENTS  

 

TABLE OF CONTENTS

 

 

PROXY STATEMENT SUMMARY

   1

 

INFORMATION ABOUT OUR ANNUAL MEETING

   35

 

Date and Time and Place of Virtual Annual Meeting

   35

Record Date; Mailing Date

   35

Notice of Electronic Availability of Proxy Statement and Annual Report

   35

How to Vote

   46

How to Revoke Your Vote

   57

Quorum

   57

Votes Required

   57

Abstentions and BrokerNon-Votes

   57

Solicitation of Proxies

   68

Other Business

   68

 

CORPORATE GOVERNANCE

   79

 

Corporate Governance Guidelines

   79

Board Leadership Structure

   79

Overview of Board Composition

   911

Board Composition and Director Independence

   911

Director Nominee Criteria and Process

   1012

Attributes of Current Directors

   1113

Board Tenure

   1113

Board Evaluations

   1113

Diversity of Directors

   1214

Stockholder Nominations for Directors

   1214

Board Meetings and Annual Meeting Attendance

   1214

Board Committees

   1315

Compensation Committee Interlocks and Insider Participation

   1618

Other Corporate Governance Practices and Matters

   1618

 

PROPOSAL 1: ELECTION OF DIRECTORS

   1821

 

General Information

   1821

Certain Information Regarding Nominees for Director

   1821

Director Compensation Program

   2529

 

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS

   2933

 

Principal Accounting Firm Fees

   2933

Audit Committee Approval of Audit andNon-Audit Services

   2933

Audit Committee Report

   3034

 

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  TABLE OF CONTENTS  

    

 

PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2021 OMNIBUS INCENTIVE COMPENSATION DISCUSSION AND ANALYSISPLAN   3236

Alignment of 2021 Omnibus Plan with Stockholders’ Interests

36

Key Data

37

Summary of Terms of the 2021 Omnibus Plan

38

New Plan Benefits

42

U.S. Federal Income Tax Consequences

43

Required Vote

44

Equity Compensation Plan Information

45

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

46

PROPOSAL 5: FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION

48

COMPENSATION DISCUSSION AND ANALYSIS

49

 

Executive Summary

   3249

Compensation Philosophy and ObjectivesPrinciples

   3756

20192020 Total Direct Compensation Mix

   3857

Compensation-Setting Process

   3958

Compensation Elements of Total Direct Compensation

   4362

20202021 Executive Compensation Program

   5171

Employment Agreements and Offer Letters

   5172

Post-Employment Compensation

   5272

Other Compensation Policies and Programs

   5273

Tax and Accounting Considerations

   5474

Compensation Committee Report

   5576

 

EXECUTIVE COMPENSATION

   5677

 

20192020 Summary Compensation Table

   5677

20192020 Grants ofPlan-Based Awards Table

   5879

20192020 Outstanding Equity Awards at FiscalYear-End Table

   5981

20192020 Options Exercises and Stock Vested Table

   6184

Employment Agreements and Offer Letters

   6284

Potential Payments upon Termination or Change in Control

   6685

CEO Pay Ratio

   7189

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   7391

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   75

OTHER INFORMATION

76

Delinquent Section  16(a) Reports

76

2021 Stockholder Proposals

76

Proxy Access Nominations and Annual Meeting Advance Notice Requirements

76

Householding

7793
APPENDIX A:Reconciliations of CertainNon-GAAP and GAAP Financial MeasuresA-1

 

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  TABLE OF CONTENTS  

OTHER INFORMATION94

Delinquent Section 16(a) Reports

94

2021 Stockholder Proposals

94

Proxy Access Nominations and Annual Meeting Advance Notice Requirements

94

Householding

95
APPENDIX A:Sabre Corporation 2021 Omnibus Incentive Compensation PlanA-1
APPENDIX B:List of Included and Excluded CountriesB-1

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  PROXY STATEMENT SUMMARY  

 

LOGO

PROXY STATEMENT SUMMARY

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

Matters for Stockholder Voting

 

 

  Proposal Description  

 

Board Voting


Recommendation

 

1. Election of directors

 

 

 

 

Election of George Bravante, Jr., Renée James,Hervé Couturier, Gary Kusin, Gail Mandel, Sean Menke, Joseph Osnoss,Phyllis Newhouse, Karl Peterson, Zane Rowe, Gregg Saretsky, John Scott, and John SicilianoWendi Sturgis to serve aone-year term

  

 

 

FOR these nominees

 

  

 

2. Ratification of appointment of auditors

 

 

Ratification of the appointment of Ernst & Young LLP as our independent auditors for 20202021

     FOR

3. Approval of our 2021 Omnibus Incentive Compensation Plan

 

 

 

 

Approval of our 2021 Omnibus Incentive Compensation Plan, to replace our 2019 Omnibus Incentive Compensation Plan and increase the number of shares authorized for issuance under our equity-based compensation plans

FOR

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

Approval, on an advisory and non-binding basis, of our named executive officers’ 2020 compensation

FOR

5. Advisory, non-binding vote on the frequency of the advisory vote on the compensation of our named executive officers

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

ONE YEAR

 

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  PROXY STATEMENT SUMMARY  

Information on Director Nominees

 

Information about the eighteleven 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 voteFOR the election of each of these nominees.

 

  Name and Occupation

 

 

Committee  

Roles  

 

 

Independent

 

 

Experience Highlights

 

   

George Bravante, Jr.

Co-founder of Bravante-Curci Investors,

LP, Owner of Bravante Produce, and

CEO of Pacific Agricultural Realty, LP

 

 Audit Committee

 Executive Committee

 ✓     

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

 Investment experience

 Financial and strategic business knowledge

 Audit Committee financial expert

   

Renée JamesHervé Couturier

CEO, Ampere ComputingPresident, Kerney Partners

 

 Audit Committee

 Technology Committee

 Executive Committee

 ✓     

Deep enterprise softwareSignificant experience in the areas of solutions strategy, product strategy, product development, and industry insightsbusiness management in software-based companies

Extensive strategy and operatingDomain experience in the technology sectortravel industry

Audit Committee financial expert

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  PROXY STATEMENT SUMMARY  

  Name and Occupation

Committee  

Roles  

Independent

Experience Highlights

International experience

   

Gary Kusin

Private investor, business advisor, and

entrepreneur

 

 Compensation Committee

 Governance and Nominating Committee

 ✓     

 Substantial experience in executive management and corporate governance

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

   

Gail Mandel

Managing Director, Focused Point

Ventures, LLC

 

 Audit Committee*Committee

 Technology Committee*Committee

 ✓     

 Extensive hospitality industry experience

 Significant leadership experience, including in finance and technology implementation

   

Sean Menke

President and CEO, Sabre Corporation

 

 Technology Committee

 Executive Committee

  

 Extensive travel technology sector experience

 Substantial leadership experience as a former executive officer of airline companies

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  PROXY STATEMENT SUMMARY  

  Name and Occupation

Committee  

Roles  

Independent

Experience Highlights

   

Joseph OsnossPhyllis Newhouse

ManagingFounder 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

Karl Peterson

Senior Partner of TPG and Managing

Director, Silver LakePartner, TPG Pace Group, and

Chairman of the Board, Sabre

Corporation

 

 Compensation Committee

 Executive Committee

 Governance and Nominating Committee

 Technology Committee

 ✓     

 Extensive experience in private equity investing, including theas a director of several travel and technology sectorcompanies

Service on the boardsFormer executive of directors of otheran airline travel company

 Private equity investor with significant experience working with public companies both domestically and internationally

Zane Rowe

Chief Financial Officer and Interim Chief

Executive Officer, VMware, Inc.

 

 Compensation Committee

 Technology Committee

 ✓     

 Extensive experience in the travel industry and the technology sector

 Financial expertise

 Experience in sales, operations, and strategic roles

   

John SicilianoGregg Saretsky

Chairman, Avondale Strategies, LLCRetired President and Chief Executive

Officer, WestJet

 

AuditTechnology Committee

  

Broad, global leadershipDeep airline industry experience

 Leadership experience as CEO, CFOan executive of airline companies

John Scott

Founder and senior advisorChairman of Park House

 Governance and Nominating Committee

✓    

 Extensive experience in the hospitality, leisure, and entertainment industries

 Significant experience in developingserving on the boards of private and implementing corporate strategypublic companies

Wendi Sturgis

Chief Revenue Officer, Lyte, Inc.

 Governance and Nominating Committee*

Well-versed in complexity of issues in areas of governanceTechnology Committee*

✓    

 Significant cybersecurity, technology and ethicsmarketing leadership experience

Audit Committee financial expertExtensive executive officer experience, including as a founding executive of a search experience cloud company

 

*

Subject to election as a director.

 

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  PROXY STATEMENT SUMMARY  

2021 Omnibus Incentive Compensation Plan

We are seeking approval of our 2021 Omnibus Incentive Compensation Plan (the “2021 Omnibus Plan”), which our Board of Directors adopted in March 2021, subject to stockholder approval. We currently have the 2019 Omnibus Incentive Compensation Plan (the “2019 Omnibus Plan”) in place. We are proposing adoption of the 2021 Omnibus Plan to replace the 2019 Omnibus Plan, which will also increase the number of shares authorized for issuance pursuant to our equity-based compensation plans. The 2021 Omnibus Plan is a critical part of our overall compensation program and is intended to promote the interests of Sabre and our stockholders by providing our employees, who are largely 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 2021 Omnibus Plan is designed to meet these objectives by providing these employees with a proprietary interest in pursuing the long-term growth, profitability, and financial success of Sabre.

The Board of Directors recommends that stockholders voteFOR the approval of the 2021 Omnibus Plan.

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

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

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

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

Stockholders are asked to cast an advisory, non-binding vote on the frequency of the advisory vote on the compensation of our named executive officers. Stockholders may vote for the vote to occur every year, every two years, or every three years.

The Board of Directors recommends that stockholders vote for the frequency of ONE YEARfor the advisory vote on the compensation of our named executive officers.

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  PROXY STATEMENT  

 

LOGO

PROXY STATEMENT

for the Annual Meeting of Stockholders

to be held on April 29, 202028, 2021

INFORMATION ABOUT OUR ANNUAL MEETING

Date and Time and Place of Virtual Annual Meeting

 

Our 20202021 Annual Meeting will be held virtually solely online via live webcast on Wednesday, April 29, 2020,28, 2021, at 9:30 a.m. local time,CDT at our Global Headquarters, 3150 Sabre Drive, Southlake, Texas 76092.www.proxydocs.com/SABR.

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 thevirtual Annual Meeting.

Record Date; Mailing Date

 

The Board of Directors established the close of business on March 2, 20202021 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, 273,756,057317,335,073 shares of common stock were outstanding and entitled to vote at the Annual Meeting. Each share of common stock outstanding is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting.

We are first mailing this proxy statement and the accompanying proxy materials to holders of Sabre common stock on or about March 18, 2020.2021.

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 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.

 

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  PROXY STATEMENT  

    

 

How to Vote

 

You may direct how your shares are voted by proxy, without virtually attending the Annual Meeting. The manner in which your shares may be voted by proxy depends on whether you are a:

 

 

Registered stockholder. Your shares are represented by certificates or book entries in your name on the records of Sabre’s stock transfer agent, American Stock Transfer & Trust Company, LLC, or

 

 

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

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

 

 

Using the Internet. Registered stockholders may submit their proxies using the Internet by going towww.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 eleven directors named in this proxy statement, and

 

FOR the ratification of the appointment of our independent auditors.auditors,

FOR the approval of the 2021 Omnibus Plan,

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

For the option of ONE YEAR as the frequency of the advisory stockholder vote on the compensation of our named executive officers.

You may also vote in person atduring the Annual Meeting by following the instructions on the meeting website during the Annual Meeting. Votes in personduring the Annual Meeting 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.

 

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  PROXY STATEMENT  

 

mail, telephone, or the Internet. Attendance at the virtual Annual Meeting without voting or revoking a previous proxy in accordance with the voting procedures will not in and of itself revoke a previously submitted proxy.

How to Revoke Your Vote

 

Any stockholder of record submitting a proxy has the power to revoke the proxy at any time prior to its exercise by (1) submitting a new proxy with a later date or time, including a proxy given over the Internet or by telephone, (2) notifying our Corporate Secretary at 3150 Sabre Drive, Southlake, Texas 76092 in writing, which notice must be received by the Corporate Secretary before the meeting or (3) voting in person atduring the meeting.virtual Annual Meeting.

If you are a beneficial stockholder, you may revoke your proxy or change your vote only by following the separate instructions provided by your broker, trust, bank, or other nominee.

Quorum

 

Transaction of business at the Annual Meeting may occur if a quorum is present. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority in voting power of the outstanding shares of capital stock entitled to be voted at the meeting, present in person or by proxy, constitutes a quorum. If a quorum is not reached, the Annual Meeting will be adjourned until a later time.

Votes Required

 

Item 1: Election of Directors. The election of each director will be determined by the vote of a majority of the votes cast with respect to that director’s election, requiring the number of votes cast “for” a director’s election to exceed the number of votes cast “against” that director.

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

Item 3: Approval of the 2021 Omnibus Plan. The affirmative vote of the holders of not less than a majority of the voting power of the outstanding common stock entitled to vote and present, in person or by proxy, at the meeting is required.

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

Item 5: Advisory, Non-binding Vote on the Frequency of the Vote on the Compensation of Our Named Executive Officers. The affirmative vote of the holders of not less than a majority of the outstanding common stock entitled to vote and present, in person or by proxy, at the meeting is required.

Abstentions and BrokerNon-Votes

 

Abstentions and brokernon-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

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  PROXY STATEMENT  

and brokernon-votes will have no effect on the outcome of the vote. For ItemItems 2, 3, 4 and 5, because the affirmative vote of the holders of a majority of the shares present and entitled to vote is required for approval, abstentions will be counted as votes against this proposal, and there will be no brokernon-votes.

If you hold Sabre shares in street name, you must provide your broker, bank, or other holder of record with instructions in order to vote these shares. If you do not provide these voting instructions, whether your shares can be voted by your bank, broker, or other nominee depends on the type of item being considered for a vote.

 

 

Non-Discretionary Items.The election of directors, is athe approval of the 2021 Omnibus Plan, the advisory, non-binding vote on the compensation of our named executive officers, and the advisory, non-binding vote on the frequency of the vote on the compensation of our named executive officers are non-discretionary itemitems 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, 20202021 is a discretionary item. Generally, brokers, banks and other nominees that do not receive voting instructions may vote on this proposal in their discretion.

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  PROXY STATEMENT  

Solicitation of Proxies

 

This solicitation is being made by our Board of Directors. We will bear all costs of this proxy solicitation, including the cost of preparing, printing, and delivering materials, the cost of the proxy solicitation, and the expenses of brokers, fiduciaries, and other nominees who forward proxy materials to stockholders. In addition to mail and electronic means, our employees may solicit proxies by telephone or otherwise. In addition, we may enlist the help of banks, brokers, broker-dealers, and similar organizations in soliciting proxies from their customers (i.e., beneficial stockholders). We have retained Alliance Advisors, LLC to aid in the solicitation at a cost of approximately $11,000$11,500 plus reimbursement ofout-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 virtually attend the Annual Meeting, please take the time to submit your proxy via the Internet, by telephone, or by returning your marked, signed, and dated proxy card so that your shares will be represented at the Annual Meeting.

 

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  CORPORATE GOVERNANCE  

 

CORPORATE GOVERNANCE

Corporate Governance Guidelines

 

The Board of Directors has adopted Corporate Governance Guidelines, which govern the Board of Directors’ structure and proceedings and contain its position on many governance issues. These Guidelines are available on the investors section of our website atwww.sabre.com.

Board Leadership Structure

 

Our Corporate Governance Guidelines provide that our Board of Directors has the right to exercise its discretion to either separate or combine the offices of the Chairman of the Board and the CEO. This decision is based upon the Board of Directors’ determination of what is in the best interests of Sabre and its stockholders, in light of the circumstances and taking into consideration succession planning, skills, and experience of the individuals filling those positions and other relevant factors.

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

 

leading and overseeing the Board,

 

presiding at all meetings of the Board and the stockholders,

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

leading the Board in CEO and senior management succession planning,

 

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

 

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

 

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

 

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  CORPORATE GOVERNANCE  

    

 

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.

Mr. Menke was elected as President and CEO effective December 31, 2016. The current leadership structure is based on the leadership provided by anon-executive Chairman of the Board (currently Mr. Peterson) and a full-time CEO (currently Mr. Menke), with both positions being subject to oversight and review by Sabre’s Board of Directors. The Board of Directors recognizes that, if circumstances change in the future, other leadership structures might also be appropriate, and it has the discretion to revisit this determination of Sabre’s leadership structure.

 

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  CORPORATE GOVERNANCE  

 

Overview of Board Composition

 

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

 

LOGOLOGO LOGOLOGO

 

LOGOLOGO

 LOGO

LOGO

Board Composition and Director Independence

 

Our Board of Directors is currently comprised of eleventhirteen directors and will continue to be comprised of eleven directors following Mr. Kellner’sMs. James’, Ms. Odom’s, Messrs. Osnoss’ and Siciliano’s retirement from the Board of Directors immediately prior to the Annual Meeting and if Ms. Mandel isNewhouse and Ms. Sturgis are elected. Our Certificate of Incorporation provides that the number of directors on our Board of Directors shall be not less than five directors nor more than thirteen directors, as determined by the affirmative vote of the majority of the Board of Directors then in office.

Our Board of Directors has determined that George Bravante, Jr., Hervé Couturier, Renée James, Lawrence W. Kellner, Gary Kusin, Gail Mandel, Phyllis Newhouse, Judy Odom, Joseph Osnoss, Karl Peterson, Zane Rowe, andGregg Saretsky, John Scott, John Siciliano, and Wendi Sturgis are independent as defined under the corporate governance rules of NASDAQ.Nasdaq. The Board also determined that Lawrence W. Kellner was independent as defined under the corporate governance rules of Nasdaq during the period in 2020 in which he served as a

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  CORPORATE GOVERNANCE  

director. In making these determinations, the Board of Directors considered the applicable legal standards and any relevant transactions, relationships, or arrangements. See “Certain Relationships and Related Party Transactions.”

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  CORPORATE GOVERNANCE  

Director Nominee Criteria and Process

 

The Board of Directors is responsible for approving candidates for membership to the Board of Directors. The Board of Directors has delegated the screening and recruitment process to the Governance and Nominating Committee, in consultation with our Chairman of the Board and our President and CEO. The Governance and Nominating Committee believes that the criteria for director nominees should support Sabre’s strategies and business, ensure effective governance, account for individual director attributes and the overall mix of those attributes, and support the successful recruitment of qualified candidates for the Board of Directors.

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

 

   General Attributes

  

Specific Attributes

 Leadership skills

 Ethical character

 Active participator

 Relationship skills

 Effectiveness

 Independence

 Financial literacy

 Reflection of Sabre values

  

 Leadership experience, including executive and board experience

 Technology or travel industry knowledge

 Financial background

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

 International experience

 Marketing or sales background

 Other functional expertise

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

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

 

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  CORPORATE GOVERNANCE  

 

Attributes of Current Directors

 

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

 

 

LOGO

LOGO

See “Certain Information Regarding Nominees for Director” for additional information regarding director qualifications.

Board Tenure

 

The Governance and Nominating Committee believes that Board tenure is important, as we seek to achieve the appropriate balance in years of service. New directors provide fresh perspectives, while longer serving directors provide a deep knowledge of the company. Our current Board has an average tenure of 76 years.

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

Board Evaluations

 

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

 

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  CORPORATE GOVERNANCE  

    

 

Diversity of Directors

 

As noted above, the Governance and Nominating Committee believes that diversity of backgrounds and viewpoints is a key attribute for directors. As a result, the Governance and Nominating Committee considers specific attributes for director candidates, including whether the individual brings an appropriate level of diversity, which may be, among others, geographical, industry, function, gender, race, or ethnicity. While the Governance and Nominating Committee considers this diversity when reviewing nominees for director, the Governance and Nominating Committee has not established a formal policy regarding diversity in identifying director nominees.

Stockholder Nominations for Directors

 

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

A nomination that does not comply with the requirements set forth in our Bylaws will not be considered for presentation at the annual meeting, but may be considered by the Governance and Nominating Committee for any vacancies arising on the Board of Directors between annual meetings in accordance with the process described in “Director Nominee Criteria and Process.”

Board Meetings and Annual Meeting Attendance

 

The Board of Directors met fiveeight times in 2019.2020. All of the directors attended in excess of 75% of the total number of meetings of the Board of Directors and the committees on which they served.

Our Corporate Governance Guidelines provide that directors are expected to attend all or substantially all Board meetings and meetings of the committees of the Board on which they serve, as well as our annual meeting. Our 20192020 Annual Meeting was attended by all of our directors then in office.

 

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  CORPORATE GOVERNANCE  

 

Board Committees

 

The Board of Directors has established five standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Compensation Committee, the Governance and Nominating Committee, the Technology Committee and the Executive Committee. The table below provides current membership for each committee.

 

  Director

     Audit          Compensation     

     Governance     

and

Nominating

 

     Audit          Technology     

     Executive     

  George Bravante, Jr.

 

     Compensation     

Chair

 

 

 

     Governance     
and

Nominating

 

 

     Technology     

Member

  Hervé Couturier

 

     Executive     

Member

  George Bravante, Jr.

 

 

 

  Member  

 ChairMember
   

  

  Hervé Couturier

Renée James

 Member

 

Chair

  Renée James

Member

Member

  Lawrence W. Kellner

Member

Member

  Gary Kusin

Chair

Member

  Sean Menke

Member

 

 

 

Member

 

  Gary Kusin

 

  Judy Odom

MemberMember

 

 

 

Chair

  Gary Mandel

 Member 

  Joseph Osnoss

Member

 

 

 

Member

Member

  Sean Menke

 

 

 

MemberMember

  Judy Odom

Member

 

 

 

Member

  Karl Peterson

 Member

Chair

Chair

  Zane Rowe

Member

Member

  John Siciliano

 

 

 

Member  Joseph Osnoss

 

 

 

Member

  

  Karl Peterson

MemberChair

Chair

  Zane Rowe

Member

Member

  Gregg Saretsky

Member

  John Scott

Member

  John Siciliano

ChairMember

Member

Ms. MandelNewhouse is expected to serve on the Audit Committee and the Technology Committee, and Ms. Sturgis is expected to serve on the Governance and Nominating Committee and the Technology Committee, if elected.

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

 

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  CORPORATE GOVERNANCE  

legal and regulatory compliance,

 

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

 

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

 

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.

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  CORPORATE GOVERNANCE  

The members of the Audit Committee are Judy Odom (Chairman), George Bravante, Jr. (Chairman), Hervé Couturier, Renée James, Gail Mandel, and John Siciliano,Judy Odom, and Ms. MandelNewhouse is expected to serve on the Audit Committee if elected. Each of these individuals is “independent,” as defined under NASDAQNasdaq rules and Rule10A-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 Ms. Odom,Mr. Bravante, Ms. James, Ms. Mandel and Messrs. Bravante and SicilianoMs. Odom meet the criteria of the rules and regulations set forth by the SEC for an “audit committee financial expert.”

The Audit Committee met eightseven times in 2019.2020.

Compensation Committee

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

 

the operation of our executive compensation program,

 

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

 

the establishment and annual review of any stock ownership guidelines applicable to our executive officers and management, and thenon-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 Siciliano (Chairman), Gary Kusin, (Chairman), Joseph Osnoss, Karl Peterson, and Zane Rowe, each of whom is “independent,” as defined under NASDAQNasdaq rules. The Compensation Committee met fiveseven times in 2019.2020.

Committee Consultant

The Compensation Committee’s charter provides that the Compensation Committee has the authority to retain advisors, including compensation consultants, to assist in its work. The Compensation Committee believes that a compensation consultant can provide important market information and perspectives that can help it determine compensation programs that best meet the objectives of our compensation philosophy and policies. Pursuant to its charter, prior to selecting a compensation consultant the Compensation Committee considers factors relevant to the independence of the individual advisors, as well as the independence of the advisors’ organization.

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  CORPORATE GOVERNANCE  

The Compensation Committee has engaged Compensia, Inc., a national compensation consulting firm, to assist it with compensation matters. Compensia has no other business relationship with Sabre and receives no payments from us other than fees for services to the Compensation Committee. Compensia reports directly to the Compensation Committee, and the Compensation Committee may replace Compensia or

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  CORPORATE GOVERNANCE  

hire additional consultants at any time. A representative of Compensia attends Compensation Committee meetings and communicates with the Chairman of the Compensation Committee between meetings from time to time.

The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange ActRule 10C-1 and the listing standards of NASDAQ,Nasdaq, and has concluded that no conflict of interest exists with respect to the work that Compensia performs for the Compensation Committee.

Compensation Policies and Practices Risk Assessment

At the request of the Compensation Committee, Compensia has assessed the risk profile of Sabre’s compensation programs. Based on this review, management and the Compensation Committee have concluded that Sabre’s compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse impact on Sabre.

Governance and Nominating Committee

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

 

the review of the performance of our Board of Directors and any recommendations to the Board of Directors regarding the selection of candidates, qualification and competency requirements for service on the Board of Directors, and the suitability of proposed nominees as directors,

 

corporate governance principles applicable to Sabre,

 

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

 

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

The members of the Governance and Nominating Committee are Karl Peterson (Chairman), Lawrence W. Kellner, Gary Kusin, John Scott, and Joseph Osnoss, eachJohn Siciliano, and Ms. Sturgis is expected to serve on the Governance and Nominating Committee if elected. Each of whomthese individuals is “independent,” as defined under NASDAQNasdaq rules. The Governance and Nominating Committee met fivesix times in 2019.2020.

Technology Committee

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

 

the appraisal of major technology-related projects and recommendations to our Board of Directors regarding our technology strategies,

 

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

 

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  CORPORATE GOVERNANCE  

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, oversight of risks related to the quality and effectiveness of Sabre’s information technology security, data privacy, and disaster recovery capabilities.

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  CORPORATE GOVERNANCE  

The members of the Technology Committee are Hervé Couturier (Chairman), Renée James, Joseph Osnoss,Gail Mandel, Sean Menke, andJoseph Osnoss, Zane Rowe, and Gregg Saretsky, and Ms. Mandel isNewhouse and Ms. Sturgis are expected to serve on the Technology Committee if elected. The Technology Committee met fourthree times in 2019.2020.

Executive Committee

The Executive Committee’s principal function is to exercise, when necessary between meetings of the Board of Directors, certain of the Board of Directors’ powers and authority in the management of our business and affairs and to act on behalf of the Board of Directors.

The members of the Executive Committee are Karl Peterson (Chairman), Lawrence W. Kellner,George Bravante, Hervé Couturier, Sean Menke, and Joseph Osnoss.John Siciliano. The Executive Committee did not meet in 2019.2020.

Compensation Committee Interlocks and Insider Participation

 

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

Other Corporate Governance Practices and Matters

 

Proxy Access

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

Simple Majority Voting Provisions

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

Annual Election of Directors

In 2018, stockholders approved amendments to our Certificate of Incorporation to provide that directors will be elected on an annual basis instead of for staggered terms of three years each. Under

the amendment, directors continue to serve the remainderas of their elected terms, and beginning with the 2019 Annual Meeting of Stockholders, the directors up for election at the Annual Meeting will be elected annually so that, by the 2021 Annual Meeting of Stockholders, all directors will beare elected annually.

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  CORPORATE GOVERNANCE  

Majority Voting for Directors in Uncontested Elections

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

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  CORPORATE GOVERNANCE  

Communicating with Directors

Stockholders and other interested parties may communicate with our Board of Directors by writing to the Board of Directors, c/o Corporate Secretary, Sabre Corporation, 3150 Sabre Drive, Southlake, Texas 76092. You may also find information on communicating with the Board of Directors on the investors section of our website atwww.sabre.com.

Code of Business Ethics

We have adopted a Code of Business Ethics, which is the code of conduct applicable to all of our directors, officers, and employees. The Code of Business Ethics is available on the investors section of our website atwww.sabre.com. Any change or amendment to the Code of Business Ethics, and any waivers of the Code of Business Ethics for our directors, CEO or senior financial officers, will be available on our website at the above location. As of the date of this proxy statement, no such waivers had been posted at this location.

Board and Management Roles in Risk Oversight

Our Board of Directors has the primary responsibility for risk oversight of Sabre as a whole. The Audit Committee is responsible for overseeing risks associated with financial and accounting matters, including compliance with legal and regulatory requirements and internal control over financial reporting. In addition, the Audit Committee has oversight responsibility relating to the evaluation of enterprise risk issues, as well as for reviewing Sabre’s procedures with respect to risk management. The Audit Committee further has oversight authority to review our plans to mitigate cybersecurity risks.

The Board of Directors has also charged the Compensation Committee with evaluating Sabre’s compensation program, taking into account Sabre’s business strategy and risks to Sabre and its business implied by the compensation program. See “Compensation Policies and Practices Risk Assessment.” The Governance and Nominating Committee oversees risks associated with corporate governance, including Board leadership structure, succession planning and other matters. The Technology Committee, in coordination with the Audit Committee, is responsible for periodically reviewing, appraising, and discussing with management the quality and effectiveness of Sabre’s information technology security, data privacy, and disaster recovery capabilities.

We believe that the current leadership structure of the Board of Directors is designed to support effective oversight of our risk management processes described above by providing independent leadership at the Board committee level, with ultimate oversight by the full Board of Directors as led by both the Chairman of the Board and the President and CEO.

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  CORPORATE GOVERNANCE  

Whistleblower Procedures

The Audit Committee has established procedures for receiving, recording, and addressing any complaints we receive regarding accounting, internal accounting controls, or auditing matters, and for the confidential and anonymous submission, by our employees or others, of any concerns about our accounting or auditing practices. We also maintain a toll-free Sabre Global Integrity Hotline telephone line and a website, each allowing our employees and others to voice their concerns anonymously.

 

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  PROPOSAL 1: ELECTION OF DIRECTORS      

  PROPOSAL 1: ELECTION OF DIRECTORS  

 

PROPOSAL 1: ELECTION OF DIRECTORS

General Information

 

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

As of the date of this proxy statement, the Board of Directors consists of thirteen members. The Board of Directors, upon the recommendation of the Governance and Nominating Committee, has recommended Gail MandelPhyllis Newhouse and Wendi Sturgis for election to the Board of Directors.

As of the date of this proxy statement, the Board of Directors consists of eleven members. Lawrence W. Kellner has In addition, Ms. James, Ms. Odom, and Messrs. Osnoss and Siciliano have notified us that he isthey are retiring from the Board of Directors immediately prior to the Annual Meeting. We would like to thank Mr. Kellnerthem for histheir many years of service and substantial contributions to the Board of Directors, Sabre and our stockholders. Following Mr. Kellner’stheir retirement, and if Ms. Mandel isNewhouse and Ms. Sturgis are elected, the Board of Directors will continue to consist of eleven members.

directors. The Board of Directors is currently divided into two classes, as required by our Certificate of Incorporation. Seven of the directors have terms that expire at this year’s Annual Meeting and three have terms that expire at the 2021 Annual Meeting. Any additional directorships resulting from an increase in the number of directors or a vacancy will be filled by the directors then in office.

In May 2018, stockholders approved an amendment to our Certificate of Incorporation to declassify the Board of Directors. Under the amendment, directors continue to serve the remainder of their elected terms, and beginning with the 2019 Annual Meeting of Stockholders, directors up for election at the Annual Meeting will be elected annually so that, by the 2021 Annual Meeting of Stockholders, all directors will be elected annually.

As a result, beginning with last year’s Annual Meeting, new directors, and incumbent directors whose terms are expiring, will be elected annually forone-year terms instead of for three-year terms. The eighteleven 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 20212022 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. The remaining three directors will continue to serve as directors for the term set forth on the following pages, in accordance with their previous election.

Certain Information Regarding Nominees for Director

 

The names of the nominees, and of the other directors continuing in office, their ages as of March 18, 2020,2021, 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 by class, in the order of the next class to stand for election.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, 2015.2016. All of the nominees, other than Ms. Mandel,Newhouse and Ms. Sturgis, are current directors standing for reelection.

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

      PROPOSAL 1: ELECTION OF DIRECTORS  

 

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

 

For aOne-Year Term Expiring at the 20212022 Annual Meeting of Stockholders

 

 

GEORGE R. BRAVANTE, JR.

 

  

Sabre committee membership:

Audit Committee (chair) and Executive Committee

 

Professional experience:

Mr. Bravante is theco-founder and the managing member of the general partner of Bravante-Curci Investors, LP, an investment firm focusing on real estate investments in California. He has held this position since 1996. Since 2005, he has also been the owner of Bravante Produce, a grower, packer, and shipper of premium California table grapes and citrus. In addition, since 2012 he has served as the CEO of Pacific Agricultural Realty, LP, a private equity fund investing in agricultural assets in California. Previously, he served as chairman of the board of ExpressJet Holdings, Inc. from 2005 to 2010 and was a member of its board from 2004 to 2010. From 1994 to 1996, Mr. Bravante was President and Chief Operating Officer of Colony Advisors, Inc., a real estate asset management company, and prior to that he was President and Chief Operating Officer of America Real Estate Group, Inc., where he led strategic management, restructuring, and disposition of assets. He serves as a director of KBS Growth & Income REIT, Inc., a real estate investment trust.

 

Director qualifications:

We believe that Mr. Bravante should serve on the Board of Directors because of his travel industry experience, as well as his investment experience and financial and strategic business knowledge.

 

Public company boards served on since 2015:2016:

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

 

LOGOLOGO

 

 

6162,

Director sinceDecember 2014

 

 

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

 

 

 

RENÉE JAMESHERVÉ COUTURIER

 

  

Sabre committee membership:

Audit Committee, and Technology Committee

Professional experience:

Ms. James is a technology leader with large-scale and broad international operations experience. She is currently the chairman and CEO of Ampere Computing, a company she founded in 2017. Ampere produces high performance semiconductors for hyperscale cloud, storage and edge computing. Ms. James had a lengthy career with Intel Corporation where she was the president of the company until her departure in 2016. Throughout her28-year tenure with Intel she held a variety of leadership positions in research and development for both hardware and software building a global R&D network, held several general management positions and led the global manufacturing organization. She is a current operating executive at the Carlyle Group and serves as a member of the Board of Directors for Citigroup, Oracle, Vodafone and Sabre. In 2016, she was appointed chairman of the National Security Advisory Committee (NSTAC) by President Obama. James was #21 on Fortune’s list of 100 Most Powerful Women in 2014 and was named #45 on Forbes Most Powerful Women list in 2015.

Director qualifications:

We believe that Ms. James’ deep enterprise software and industry insights, as well as her extensive strategy and operating experience in the technology sector, serve an important role for our Board of Directors.

Public company boards served on since 2015:

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

LOGO

55,

Director sinceAugust 2015

CEO, Ampere Computing

LOGO   Sabre Corporation    2020 Proxy Statement    19


  PROPOSAL 1: ELECTION OF DIRECTORS  

GARY KUSIN

Sabre committee membership:

Compensation Committee (chair) and Governance and Nominating Committee

Professional experience:

Mr. Kusin is a private investor, business advisor and entrepreneur. Mr. Kusin has advised an array of public companies, private companies and private equity firms, including TPG Capital and Leonard Green Partners on strategic, management and growth issues. Heco-founded two companies, Babbage’s, operating now as GameStop, and Laura Mercier Cosmetics which today are well known global brands. Mr. Kusin served from 2001 to 2006 as president and chief executive officer of Kinko’s, today operating as FedEx Office. He was responsible for the turnaround, strategic growth and transformation of Kinko’s and oversaw its ultimate sale to FedEx. An Inc. magazine “Entrepreneur of the Year,” Mr. Kusin has served on numerous private and public the boards of director. Mr. Kusin’s community activities include positions held with St. Mark’s School of Texas Board of Trustees, Dallas Young Presidents’ Organization (YPO) chairman, Dallas Citizen’s Council board of directors, the Southwestern Medical School Foundation and as chairman of the Advisory Council for the University of Texas McComb’s School of Business. A member of the University of Texas McComb’s School of Business Hall of Fame, Mr. Kusin earned a BA from the University of Texas at Austin and a MBA from the Harvard Business School.

Director qualifications:

We believe that Mr. Kusin should serve on our Board of Directors because of his substantial expertise in executive management and corporate governance as a result of his extensive experience as an investor, director and an executive officer of major corporations.

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68,

Director sinceMarch 2007

Private investor, business advisor and entrepreneur

GAIL MANDEL

Professional experience:

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

Director qualifications:

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

LOGO

51

Managing Director, Focused Point Ventures, LLC

20        LOGO   Sabre Corporation    2020 Proxy Statement


  PROPOSAL 1: ELECTION OF DIRECTORS  

SEAN MENKE

Sabre committee membership:

Executive Committee and Technology Committee

Professional experience:

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

Director qualifications:

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

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51,

Director sinceDecember 2016

President and CEO, Sabre Corporation

JOSEPH OSNOSS

Sabre committee membership:

Compensation Committee, Executive Committee, Governance and Nominating Committee and Technology Committee

Professional experience:

Mr. Osnoss is a Managing Partner and Managing Director of Silver Lake, which he joined in 2002. From 2010 to 2014, before returning to the U.S., Mr. Osnoss was based in Silver Lake’s London office, where he helped oversee the firm’s activities in EMEA. Mr. Osnoss is currently on the boards of Cornerstone OnDemand, EverCommerce, First Advantage, Global Blue, and LightBox. He previously served on the boards of Cast & Crew Entertainment Services (as Chairman), Instinet Incorporated, Interactive Data Corporation, Mercury Payment Systems, and Virtu Financial. Prior to joining Silver Lake, Mr. Osnoss worked in investment banking at Goldman, Sachs & Co., where he focused on mergers and financings in the technology and telecommunications industries. He previously held positions at Coopers & Lybrand Consulting in France and at Bracebridge Capital, a quantitative hedge fund. Mr. Osnoss also has served as a Visiting Professor at the London School of Economics.

Director qualifications:

Mr. Osnoss’ extensive experience in private equity investing, including the technology sector, and serving on the boards of directors of other companies, both domestically and internationally, positions him to contribute meaningfully to our Board of Directors.

Public company boards served on since 2015:

Virtu Financial Inc. (2015 to 2016), Cegid Group SA (March 2017 to December 2017) and Cornerstone OnDemand, Inc. (2017 to present)

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42,

Director sinceMarch 2007

Managing Partner and Managing Director, Silver Lake

LOGO   Sabre Corporation    2020 Proxy Statement    21


  PROPOSAL 1: ELECTION OF DIRECTORS  

ZANE ROWE

Sabre committee membership:

Compensation Committee and Technology Committee

Professional experience:

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

Director qualifications:

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

Public company boards served on since 2015:

Pivotal Software, Inc. (2016 to 2019)

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49,

Director sinceMay 2016

Chief Financial Officer, VMware, Inc.

JOHN SICILIANO

Sabre committee membership:

Audit Committee

Professional experience:

Mr. Siciliano is Chairman of Avondale Strategies, LLC, an advisory firm. Previously, he served as Senior Managing Director and Global Strategy Leader, Asset and Wealth Management at PricewaterhouseCoopers, LLP from 2012 until 2019. From 2011 to 2012, Mr. Siciliano served as Chairman of Avondale Strategies advising companies in the financial services sector. From 2008 to 2010, Mr. Siciliano served as Chief Executive Officer of the independent asset management firms owned by New York Life Investments. Prior thereto, he was CEO of BKF Capital Group, before which he served in various senior roles in the financial services industry. Mr. Siciliano serves as Trustee and Chair of the Audit Committee of Pacific Global Exchange Traded Funds, a wholly-owned subsidiary of Pacific Life Company. In addition, he is a CEO Advisor to the Korn Ferry Chief Executive Institute as well as a Senior Advisor to PricewaterhouseCoopers, LLC.

Director qualifications:

Mr. Siciliano has broad, global leadership experience as a CEO, CFO and senior advisor, as well as significant experience in developing and implementing corporate strategy, including acquisitions, divestitures and capital raising. We believe these factors, coupled with his well-versed understanding of the complexity of issues in the areas of governance and ethics, make him an excellent director.

Public company boards served on since 2015:

Pacific Global ETF Trust (2018 to present) and YieldStreet Prism Fund (2019 to present)

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65,

Director sinceApril 2019

Chairman, Avondale Strategies, LLC

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

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  PROPOSAL 1: ELECTION OF DIRECTORS  

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

Term Expiring at the 2021 Annual Meeting of Stockholders

HERVÉ COUTURIER

Sabre committee membership:

Audit Committee

 

Professional experience:

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

 

Director qualifications:

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

 

LOGOLOGO

 

 

6162,

Director sinceDecember 2017

 

 

President, Kerney Partners

 

 

 

JUDY ODOM

Sabre committee membership:

Audit Committee (chair)

Professional experience:

From 1985 until her retirement in 2002, Ms. Odom held numerous positions, most recently chief executive officer and chairman of the board, at Software Spectrum, Inc., a global business to business software services company, which sheco-founded in 1983. Prior to founding Software Spectrum, Ms. Odom was a partner with the international accounting firm, Grant Thornton. Ms. Odom currently serves on the board of directors of Leggett & Platt, Inc., a diversified manufacturing company. She previously served on the boards of Harte Hanks, a marketing services firm and Storage Technology Corporation, a provider of data storage hardware and software products and services.

Director qualifications:

We believe that Ms. Odom’s qualifications to serve on our Board of Directors include her board service with several companies allowing her to offer a broad leadership perspective on strategic and operating issues facing companies today. Ms. Odom’s experience cofounding Software Spectrum, growing it to a large public company before selling it to another public company and serving as board chair provides the insight and perspective of a successful entrepreneur and long serving chief executive officer with international operating experience.

Public company boards served on since 2015:

Harte-Hanks, Inc. (2003 to 2018) and Leggett & Platt, Incorporated (2002 to present)

LOGO

67,

Director sinceMarch 2014

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

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  PROPOSAL 1: ELECTION OF DIRECTORS      

  PROPOSAL 1: ELECTION OF DIRECTORS  

GARY KUSIN

Sabre committee membership:

Compensation Committee and Governance and Nominating Committee

Professional experience:

Mr. Kusin is a private investor, business advisor, and entrepreneur. Mr. Kusin has advised an array of public companies, private companies, and private equity firms, including TPG Capital and Leonard Green Partners on strategic, management, and growth issues. He co-founded two companies, Babbage’s, operating now as GameStop, and Laura Mercier Cosmetics which today are well known global brands. Mr. Kusin served from 2001 to 2006 as president and chief executive officer of Kinko’s, today operating as FedEx Office. He was responsible for the turnaround, strategic growth, and transformation of Kinko’s and oversaw its ultimate sale to FedEx. An Inc. magazine “Entrepreneur of the Year,” Mr. Kusin has served on numerous private and public the boards of director. Mr. Kusin’s community activities include positions held with St. Mark’s School of Texas Board of Trustees, Dallas Young Presidents’ Organization (YPO) chairman, Dallas Citizen’s Council board of directors, the Southwestern Medical School Foundation, and as chairman of the Advisory Council for the University of Texas McComb’s School of Business. A member of the University of Texas McComb’s School of Business Hall of Fame, Mr. Kusin earned a BA from the University of Texas at Austin and a MBA from the Harvard Business School.

Director qualifications:

We believe that Mr. Kusin should serve on our Board of Directors because of his substantial expertise in executive management and corporate governance as a result of his extensive experience as an investor, director, and an executive officer of major corporations.

LOGO

69,

Director sinceMarch 2007

Private investor, business advisor, and entrepreneur

GAIL MANDEL

Sabre committee membership:

Audit Committee and Technology Committee

Professional experience:

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

Director qualifications:

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

LOGO

52,

Director sinceApril 2020

Managing Director, Focused Point Ventures, LLC

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  PROPOSAL 1: ELECTION OF DIRECTORS  

SEAN MENKE

Sabre committee membership:

Executive Committee and Technology Committee

Professional experience:

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

Director qualifications:

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

Public company boards served on since 2016:

Waste Management, Inc. (2021 to present)

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52,

Director sinceDecember 2016

President and CEO, Sabre Corporation

PHYLLIS NEWHOUSE

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. Ms. Newhouse currently serves on the board of the Technology Association of Georgia, is a member of the Business Executives for National Security and of the Women Presidents’ Organization, and serves on the Board of Directors of Girls Inc.

Director qualifications:

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

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58

Founder and CEO, Xtreme Solutions, Inc.

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

 

KARL PETERSON

 

  

Sabre committee membership:

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

 

Professional experience:

Mr. Peterson is a Senior Partner of TPG and Managing Partner of TPG Pace Group, the firm’s effort to sponsor SPACs and other permanent capital solutions for companies. He previously served as President and CEO of TPG Pace Holdings and Pace Holdings Corp. Since rejoining TPG in 2004, Mr. Peterson has led investments for the firm in technology, media, financial services, and travel sectors and oversaw TPG’s European operations from 2010 until 2017. Prior to 2004, he was aco-founder and the president and CEO of Hotwire.com. He led the business from its launch in 2000 through its sale to InterActiveCorp in 2003. Before Hotwire, Mr. Peterson was a principal at TPG in San Francisco, and from 1992 to 1995 he was a financial analyst at Goldman, Sachs & Co. Mr. Peterson is currently a director of Playa Hotels and Resorts and as Chairman of Accel Entertainment.

 

Director qualifications:

We believe that as a result of his experience as a director of several travel and technology companies, as a former executive of an online travel company, and as a private equity investor with significant experience working with public companies, Mr. Peterson brings a keen strategic understanding of our industry and of the competitive landscape for our company.

 

Public company boards served on since 2015:2016:

Pace Holdings Corp. (2015 to 2017), Playa Hotels and Resorts (2017 to present), Caesars Acquisition Company (2013 to 2017), Norwegian Cruise Line Holdings Ltd. (2008 to 2016) and, TPG Pace Holdings (2017 to present)2019), TPG Pace Beneficial Finance (2020 to 2021), and TPG Pace Tech Opportunities (2020 to 2021)

 

 

LOGOLOGO

 

 

4950,

Director sinceMarch 2007

 

 

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

 

 

 

 

ZANE ROWE

Sabre committee membership:

Compensation Committee and Technology Committee

Professional experience:

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

Director qualifications:

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

Public company boards served on since 2016:

Pivotal Software, Inc. (2016 to 2019)

LOGO

50,

Director sinceMay 2016

Chief Financial Officer and Interim Chief Executive Officer, VMware, Inc.

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  PROPOSAL 1: ELECTION OF DIRECTORS  

GREGG SARETSKY

Sabre committee membership:

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.

Director qualifications:

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

LOGO

61,

Director sinceJuly 2020

Retired President and Chief Executive Officer, WestJet

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  PROPOSAL 1: ELECTION OF DIRECTORS  

JOHN SCOTT

Sabre committee membership:

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 Chairman of Park House, a new private social club business located in Dallas, Texas, which is redefining the private social club model. He is also Chairman of A&O Hotels, the largest European hybrid hotel and hostel platform, which owns and operates 40 assets with more than 25,000 beds and 7,000 rooms throughout Europe. Most recently Mr. Scott served from 2012 through 2015 as President, Chief Executive Officer, and a Director of Belmond Ltd., previously Orient-Express Hotels Ltd., a publicly listed company engaged in the ownership and management of a global portfolio of 46 luxury hotel, restaurants, tourist trains, and cruise businesses in 22 countries. Prior to joining Belmond Ltd., he served from 2003 until 2011 as President and Chief Executive Officer of Rosewood Hotels & Resorts, an international luxury hotel ownership and management company. Mr. Scott 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, and currently serves as a director of Subway Restaurants.

Director qualifications:

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

Public company boards served on since 2016:

Cedar Fair Entertainment (2010 to 2020)

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55,

Director sinceJuly 2020

Founder and Chairman of Park House

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  PROPOSAL 1: ELECTION OF DIRECTORS  

WENDI STURGIS

Professional experience:

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

Director qualifications:

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

Public company boards served on since 2016:

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

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53

Chief Revenue Officer, Lyte, Inc.

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

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  PROPOSAL 1: ELECTION OF DIRECTORS  

 

Director Compensation Program

 

20192020 Compensation

Our Board of Directors, based on recommendations by the Compensation Committee, has adopted a formal compensation program for thenon-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 Compensia, compares the design and the compensation elements of the program to that of our compensation peer group. For information regarding our compensation peer group, see “Compensation Discussion and Analysis—Competitive Positioning” below.

For 2019,2020, this compensation program consisted of the following elements:elements, adjusted as described below under “Impact of COVID-19 Pandemic on 2020 Board Compensation”:

 

  Type of Compensation

 

Dollar Value of

Compensation Element

  Annual cash retainer

 

$90,000, paid quarterly

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

 

$160,000 value, awarded on

March 15

 

  Audit Committee chairman annual cash retainer

 

additional $30,000, paid quarterly

  Audit Committee member annual cash retainer

 

additional $15,000, paid quarterly

 

  Compensation Committee chairman annual cash retainer

 

additional $20,000, paid quarterly

  Compensation Committee member annual cash retainer

 

additional $10,000, paid quarterly

 

  Governance and Nominating Committee chairman annual cash retainer

 

additional $15,000, paid quarterly

  Governance and Nominating Committee member annual cash retainer

 

additional $10,000, paid quarterly

 

  Technology Committee chairman annual cash retainer

 

additional $15,000, paid quarterly

  Technology Committee member annual cash retainer

 

additional $10,000, paid quarterly

In addition, thenon-employee members of our Board of Directors are also eligible to receive aone-time restricted stock unit award with a grant date value of $400,000 in connection with their appointment to the Board of Directors, which vests ratably on a quarterly basis over four years from the date of grant.

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

Awards granted tonon-employee directors (ii)(i) from 2014 through May 2016 were pursuant to the 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), (ii) from May 2016 to April 2019 were pursuant to the 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), and (iii) after April 2019 were pursuant to the 2019 Director Equity Compensation Plan (the “2019 Director Plan”). Each of the 2014 Omnibus Plan, the 2016 Omnibus Plan, and the 2019 Director Plan was approved by stockholders.

ApprovalImpact of 2019COVID-19 Pandemic on 2020 Board Compensation

In November 2018, TPG and Silver Lake (as defined below) divested all of their remaining shares in Sabre. Mr. Osnoss is Managing Partner and Managing Director of Silver Lake, and Mr. Peterson is a Senior Partner of TPG. In light of TPG’s and Silver Lake’s divestiture, and given Messrs. Osnoss’ and Peterson’s continuing

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  PROPOSAL 1: ELECTION OF DIRECTORS  

Board service,Notwithstanding the Compensation Committee reviewed the compensation program for thenon-employee members of the Board of Directors, with the assistance of Compensia. Based on this review, in February 2019, asub-committee of the Compensation Committee (which excluded Messrs. Osnoss and Peterson) recommended to our Board of Directors, and the members of the Board (other than Messrs. Osnoss and Peterson) approved, Messrs. Osnoss’ and Peterson’s eligibility to participate in thenon-employee director compensation program, effective January 1, 2019. Asdescribed above, as a result of this determination, beginning January 1, 2019, Messrs. Osnossthe unprecedented impact of the COVID-19 pandemic on the travel industry and Peterson receiveour business, the annualBoard reduced its cash retainer and annual restricted stock unit award, as well as the retainers for their Board committee service, as described above. Messrs. Osnoss and Peterson did not receive the initialone-time restricted stock unit award granted to new directors. In addition, they will be subject to the director stock ownership guidelines and will be required to meet these ownership requirements within five years of the commencement of their participation in the program. “TPG” refers to TPG Global, LLC and its affiliates, and “Silver Lake” refers to Silver Lake Management Company, L.L.C. and its affiliates.

In February 2019, with the assistance of Compensia, the Compensation Committee reviewed the compensation of thenon-executive Chairman of the Board, including a review of compensation peer group data. Based on this review, the Compensation Committee recommended to our Board of Directors, and the members of the Board (other than Mr. Kellner, who was Chairman of the Board at the time) approved, effective March 15, 2019, that thenon-executive Chairman will receive the same compensation as othernon-employee directors ($90,000 annual cash retainer and $160,000 value annual restricted stock unit award) plus an annual cash retainer equal to $160,000, payable quarterly in arrears, for service as Chairman of the Board. Previously, the Chairman of the Board was compensated under a separate program and received an annual cash retainer of $250,000 and an annual restricted stock unit award with a grant date value of $350,000 that vested in full on the first anniversary of the date of grant. The Chairman of the Board receives no additional fees for being a committee chairman or member. The Compensation Committee recommended this reduction in compensation in recognition of the evolution of the role that our Chairman plays. See “Corporate Governance—Board Leadership Structure.”

Non-Employee Directors Compensation Deferral Plan

We maintain the Sabre CorporationNon-Employee Directors Compensation Deferral Plan, anon-qualified deferred compensation plan that allowsnon-employee directors to defer receipt of all or a portion of the shares of our common stock subject to their restricted stock unit awards. Each participatingnon-employee director has a notional account established to reflect the vesting of his or her restricted stock unit awards and associated notional dividend equivalents.Non-employee directors are fully vested in their accounts. Deferrals are distributed in the form of Sabre common stock after the director terminates his or her service on the Board of Directors or in the event of a change in control of Sabre.by 25% from

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

2019 Director Compensation Table

The following table presents the total compensation for each person who served as anon-employee member of our Board of Directors during 2019. Mr. Menke, who is our President and CEO, does not receive any compensation for his service as a director and is not included in this table. The compensation received by Mr. Menke as an employee is presented in the “2019 Summary Compensation Table” below.

 

  Director 

 

Fees
  Earned or  
Paid in
Cash ($)

 

 

Stock
  Awards  
($)(1)(2)

 

 

Other
  Compensation  
($)(3)

 

 

  Total ($)    

 

  George Bravante, Jr.

 

  

 

$

 

 

105,000

 

 

 

  

 

$

 

 

159,997

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

264,997  

 

 

 

  Hervé Couturier

 

  $

 

116,083

 

 

  $

 

159,997

 

 

   

 

 

 

  $

 

276,080  

 

 

  Renée James

 

  $

 

115,000

 

 

  $

 

159,997

 

 

   

 

 

 

  $

 

274,997  

 

 

  Lawrence W. Kellner

 

  $

 

250,000

 

 

  $

 

159,997

 

 

  $

 

493,057

 

 

  $

 

903,054  

 

 

  Gary Kusin

 

  $

 

120,000

 

 

  $

 

159,997

 

 

   

 

 

 

  $

 

279,997  

 

 

  Judy Odom

 

  $

 

120,000

 

 

  $

 

159,997

 

 

   

 

 

 

  $

 

279,997  

 

 

  Joseph Osnoss

 

  $

 

120,000

 

 

  $

 

159,997

 

 

   

 

 

 

  $

 

279,997  

 

 

  Karl Peterson

 

  $

 

110,000

 

 

  $

 

159,997

 

 

   

 

 

 

  $

 

269,997  

 

 

  Zane Rowe

 

  $

 

110,000

 

 

  $

 

159,997

 

 

   

 

 

 

  $

 

269,997  

 

 

  John Siciliano

 

  $

 

72,333

 

 

  $400,007   

 

 

 

  $

 

472,340  

 

 

(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 2019, 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 13,Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, 2019. The amounts reported in this column reflect the accounting cost for thesestock-based awards, and do not correspond to the actual economic value that may be received by thenon-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 2019 and the aggregate number of shares of our common stock subject to such outstanding restricted stock unit awards held at December 31, 2019 by thenon-employee members of our Board of Directors.

  Director

 

   Grant Date     Restricted Stock  
Units Awarded
in 2019 (#)
 

Restricted Stock

Units Held at
  December 31, 2019 (#)  

 

  George Bravante, Jr.

   03/15/2019     7,494(a)    7,494(a) 

  Hervé Couturier

 

   03/15/2019     7,494   17,730

  Renée James

 

   03/15/2019     7,494(a)    7,494(a) 

  Lawrence W. Kellner

 

   03/15/2019     7,494(a)    55,869(a) 

  Gary Kusin

 

   03/15/2019     7,494   7,494

  Judy Odom

 

   03/15/2019     7,494(a)    7,494(a) 

  Joseph Osnoss

 

   03/15/2019     7,494   7,494

  Karl Peterson

 

   03/15/2019     7,494   7,494

  Zane Rowe

 

   03/15/2019     7,494   9,272

  John Siciliano

 

   04/23/2019     17,994   15,745

(a)

Per election made by thenon-employee director under theNon-Employee Directors Compensation Deferral Plan, receipt of this restricted stock unit award for shares of our common stock was deferred until the end of the respective board

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  PROPOSAL 1: ELECTION OF DIRECTORS      

 

member’s service. Mr. Bravante, Ms. James, Mr. Kellner and Ms. Odom also earned an aggregate of 693, 508, 5,414 and 693 dividend equivalent shares in 2019 on previously deferred shares, respectively.

(3)

Represents amounts paid in April 2019 under the Tax Receivable Agreement (“TRA”), which was entered into immediately prior to the closing of our initial public offering in 2014, pursuant to equity awards granted prior to such initial public offering.

Thenon-employee membersMarch 16, 2020 through June 30, 2020. In addition, the Compensation Committee approved the use of our Boarda minimum stock price of Directors are reimbursed$14.00 per share to calculate the number of shares issued for their actual travel and otherout-of-pocket expensesgrants to directors under the 2019 Director Plan from March 13, 2020 through July 31, 2020, including restricted stock units awarded in connection with their servicethe annual grant and to newly-elected directors. The use of this $14.00 calculation had the effect of significantly limiting the number of shares issued to directors during this period. See “Compensation Discussion and Analysis” for more information on the effects of the COVID-19 pandemic on our Boardbusiness and actions taken in response to the pandemic on our executive compensation program.

Approval of Directors and Board committees.Non-employee directors are not otherwise provided perquisites or retirement benefits.

2020 Compensation

In February 2020, the Compensation Committee, with the assistance of Compensia, reviewed the compensation program for thenon-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 compensation peer group. Based on its review, the Compensation Committee recommended, and the Board concurred, not to make any changes to the program at that time.

Non-Employee Directors Compensation Deferral Plan

We maintain the Sabre Corporation Non-Employee Directors Compensation Deferral Plan, a non-qualified deferred compensation plan that allows non-employee directors to defer receipt of all or a portion of the shares of our common stock subject to their restricted stock unit awards. Each participating non-employee director has a notional account established to reflect the vesting of his or her restricted stock unit awards and any associated notional dividend equivalents. Non-employee directors are fully vested in their accounts. Deferrals are distributed in the form of Sabre common stock after the director terminates his or her service on the Board of Directors or in the event of a change in control of Sabre.

 

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  PROPOSAL 1: ELECTION OF DIRECTORS  

2020 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 2020. Mr. Menke, who is our President and CEO, does not receive any compensation for his service as a director and is not included in this table. The compensation received by Mr. Menke as an employee is presented in the “2020 Summary Compensation Table” below.

  Director 

 

Fees

  Earned or  

Paid in

Cash ($)(1)

 

Stock

  Awards  
($)(2)(3)

   Total ($)    
   

  George Bravante, Jr.

  $107,854  $95,204  $203,058  
   

  Hervé Couturier

  $112,500  $95,204  $207,704  
   

  Renée James

  $107,813  $95,204  $203,017  
   

  Lawrence W. Kellner(4)

  $36,332  $95,204  $131,536  
   

  Gary Kusin

  $106,223  $95,204  $201,427  
   

  Gail Mandel

  $72,428  $211,425  $283,853  
   

  Judy Odom

  $103,084  $95,204  $198,288  
   

  Joseph Osnoss

  $99,945  $95,204  $195,149  
   

  Karl Peterson

  $229,375  $95,204  $324,579  
   

  Zane Rowe

  $103,125  $95,204  $198,329  
   

  Gregg Saretsky

  $46,196  $245,711  $291,907  
   

  John Scott

  $46,196  $245,711  $291,907  
   

  John Siciliano

  $107,854  $95,204  $203,058  

(1)

Reflects reduction in cash retainer from March 16, 2020 through June 30, 2020 as a result of the unprecedented impact of the COVID-19 pandemic on the travel industry and our business, as described above.

(2)

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 2020, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), disregarding the impact of estimated forfeitures. The assumptions used in calculating the grant date fair value of these stock-based awards are set forth in Note 14, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. 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. The amounts also reflect the use of a minimum stock price of $14.00 per share to calculate the number of shares issued for grants to directors under the 2019 Director Plan from March 13, 2020 through July 31, 2020, including restricted stock units awarded in connection with the annual grant and to newly-elected directors. The use of this $14.00 calculation had the effect of significantly limiting the number of shares issued to directors during this period.

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  PROPOSAL 1: ELECTION OF DIRECTORS  

(3)

The following table sets forth information on the restricted stock unit awards for shares of our common stock granted in 2020 and the aggregate number of shares of our common stock subject to such outstanding restricted stock unit awards held at December 31, 2020 by the non-employee members of our Board of Directors.

  Director   Grant Date   

 

  Restricted Stock  

Units Awarded

in 2020 (#)

 

 

Restricted Stock

Units Held at

  December 31, 2020 (#)  

   

  George Bravante, Jr.

   03/13/2020     11,429(a)    11,429(a) 
       

  Hervé Couturier

   03/13/2020     11,429   16,547
   

  Renée James

   03/13/2020     11,429(a)    11,429(a) 
       

  Lawrence W. Kellner

   03/13/2020     11,429(a)    0
   

  Gary Kusin

   03/13/2020     11,429   11,429
   

  Gail Mandel

   04/29/2020     28,571   25,000
   

  Judy Odom

   03/13/2020     11,429(a)    11,429(a) 
       

  Joseph Osnoss

   03/13/2020     11,429   11,429
   

  Karl Peterson

   03/13/2020     11,429(a)    11,429(a) 
       

  Zane Rowe

   03/13/2020     11,429   11,429
   

  Gregg Saretsky

   07/15/2020     28,571   26,786
   

  John Scott

   07/15/2020     28,571   26,786
   

  John Siciliano

   03/13/2020     11,429(a)    22,676(a) 

(a)

Per election made by the non-employee director under the Non-Employee Directors Compensation Deferral Plan, receipt of this restricted stock unit award for shares of our common stock was deferred until the end of the respective board member’s service. Mr. Bravante, Ms. James, Mr. Kellner, and Ms. Odom also earned an aggregate of 794, 627, 5,816, and 794 dividend equivalent shares in 2020 on previously deferred shares, respectively.

(4)

Mr. Kellner retired from the Board effective April 29, 2020.

The non-employee members of our Board of Directors are reimbursed for their actual travel and other out-of-pocket expenses in connection with their service on our Board of Directors and Board committees. Non-employee directors are not otherwise provided perquisites or retirement benefits.

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  PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS  

 

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors has selected Ernst & Young LLP (“Ernst & Young”) as the independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2020,2021, 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, 20212022 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, 20192020 and 20182019 to our principal accounting firm, Ernst & Young, were as follows (in thousands):

 

 

2019

 

 

2018

 

 2020 2019
  

Audit Fees(1)

  

 

$

 

 

7,306

 

 

 

  

 

$

 

 

6,867

 

 

 

  $8,057  $7,306
  

Audit-Related Fees(2)

  $

 

860

 

 

  $

 

998

 

 

  $803  $860
  

Tax Fees(3)

  $

 

1,200

 

 

  $

 

619

 

 

  $482  $1,200
  

All Other Fees(4)

  $

 

10

 

 

  $

 

7

 

 

  $10  $10

 

(1)

Audit fees consist of fees for the audit of our consolidated financial statements, the review of the unaudited interim financial statements included in our quarterly reports on Form10-Q, and other professional services provided in connection with statutory and regulatory filings or which include services provided in connection with our filings with the SEC under the Securities Act of 1933, as amended.

 

(2)

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

 

(3)

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

 

(4)

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

Audit Committee Approval of Audit andNon-Audit Services

 

All audit andnon-audit services provided by Ernst & Young to Sabre arepre-approved by the Audit Committee using the following procedures. At the firstin-person meeting of the Audit Committee each year, the Audit Committee reviews a proposal, together with the related fees, to engage Ernst & Young for audit services. In addition, also at the firstin-person meeting of the year, our Audit Committee reviewsnon-audit services to be provided by Ernst & Young during the year. At each subsequentin-person meeting, the Audit Committee reviews, if applicable, updated information regarding approved services and highlights any new audit andnon-audit services to be provided by Ernst & Young. All newnon-audit services to be provided are described in individual requests for services. The Audit Committee reviews the individual requests fornon-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 generalpre-approval by the full Audit Committee on an annual basis at the firstin-person meeting of the year, based on information that is sufficiently detailed to identify the scope of the services

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  PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS  

to be provided. Generalpre-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 generalpre-approval must bepre-approved by the Audit Committee or the Chairman of the Audit Committee.

In considering whether topre-approve a covered service, the Audit Committee considers the nature and scope of the proposed service in light of applicable law, as well as the principles and other guidance enunciated by the SEC and the Public Company Accounting Oversight Board (“PCAOB”) with respect to auditor independence, including that an auditor cannot (1) function in the role of management, (2) audit his or her own work, or (3) serve in an advocacy role for his or her client. The Audit Committee also considers whether the independent auditors are best positioned to provide the most effective and efficient service, for reasons such as its familiarity with our business, people, culture, accounting systems, risk profile, and other factors, and whether the service might enhance our ability to manage or control risk, or improve audit quality. All these factors are considered as a whole, and no one factor is necessarily determinative. The Audit Committee is also mindful of the ratio of fees for audit tonon-audit services in determining whether to grantpre-approval for any service, and considers whether the level ofnon-audit services, even if permissible under applicable law, is appropriate in light of the independence of the auditor.

To ensure prompt handling of unexpected matters, the Audit Committee has delegated to the Chairman of the Audit Committee the authority topre-approve any individual covered services that are not the subject of generalpre-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 20192020 werepre-approved by the Audit Committee or the Chairman of the Audit Committee.

The Board of Directors unanimously recommends a voteFOR ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2020.2021.

Audit Committee Report

 

The Audit Committee operates under a written charter adopted by the Board of Directors. In accordance with this charter, the Audit Committee assists the Board in fulfilling its oversight responsibility relating to the integrity of Sabre’s financial statements and internal control system. Management and the independent auditors are responsible for the planning and conduct of audits, as well as for any determination that Sabre’s financial statements are complete, accurate, and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Audit Committee is responsible for the oversight of management and the independent auditors in connection with this process.

In addition, the Audit Committee is responsible for monitoring the independence of and the risk assessment procedures used by the independent auditors, selecting, and retaining the independent auditors, and overseeing compliance with various laws and regulations.

In discharging its oversight responsibilities, the Audit Committee reviewed and discussed Sabre’s audited financial statements with management and Ernst & Young, Sabre’s independent auditors. The Audit Committee also discussed with Ernst & Young all communications required by the auditing standards of the PCAOB.

 

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  PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS  

 

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

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

Based on the above-mentioned review and discussions with management and the auditors, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Sabre’s Annual Report on Form10-K for the year ended December 31, 2019,2020, for filing with the SEC.

AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS

Judy Odom, Chair

George Bravante, Jr., Chair

Hervé Couturier

Renée James

John SicilianoGail Mandel

Judy Odom

 

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  PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2021 OMNIBUS INCENTIVE  COMPENSATION DISCUSSION AND ANALYSISPLAN  

    

 

PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2021 OMNIBUS INCENTIVE COMPENSATION DISCUSSION AND ANALYSISPLAN

ThisIn March 2021, our Board of Directors adopted the Sabre Corporation 2021 Omnibus Incentive Compensation DiscussionPlan (the “2021 Omnibus Plan”), subject to approval by our stockholders at the 2021 Annual Meeting.

We currently have the 2019 Omnibus Plan in place, and Analysis addressesas of December 31, 2020, there were 10,344,102 shares of our common stock available for issuance under the principles underlying2019 Omnibus Plan. We expect to utilize an additional approximately 6,000,000 shares of common stock under the 2019 Omnibus Plan through the date of the 2021 Annual Meeting, which will result in approximately 4,344,102 shares of common stock available for issuance as the date of the 2021 Annual Meeting. Subject to approval of the 2021 Omnibus Plan by stockholders, the 2021 Omnibus Plan will replace the 2019 Omnibus Plan for grants made after the 2021 Annual Meeting, which will also increase the number of shares authorized for issuance pursuant to our executiveequity-based compensation plans.

The 2021 Omnibus Plan is a critical part of Sabre’s overall compensation program and is intended to promote the policiesinterests of Sabre and practices that contributed to our executive compensation actions and decisionsits stockholders by providing Sabre’s employees, who are largely responsible for the year ended December 31,management, growth, and protection of Sabre’s business, with incentives and rewards to encourage them to continue in the service of Sabre. The 2021 Omnibus Plan is designed to meet these objectives by providing these employees with a proprietary interest in pursuing the long-term growth, profitability, and financial success of Sabre.

As with the 2019 Omnibus Plan, non-employee directors are not eligible to participate in the plan; instead, they participate in the 2019 Director Plan.

Alignment of 2021 Omnibus Plan with Stockholders’ Interests

The 2021 Omnibus Plan is designed to reinforce the alignment of our equity compensation opportunities for our named executive officers. For 2019, our named executive officers were:and employees with stockholders’ interests and, as highlighted below, includes a number of provisions that we believe are consistent with good compensation practices.

 

  Name

 

PositionNo 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.

 

  Sean Menke

 

President and Chief Executive OfficerNo Repricings/Cash Buyouts without Stockholder Approval. The 2021 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 2021 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.

 

  Douglas Barnett

 

Executive Vice President and Chief Financial Officer

  Wade Jones

Executive Vice President, Sabre and President, Travel Network

  David Shirk

Executive Vice President, Sabre and President, Travel Solutions

  Cem Tanyel

Executive Vice President, Sabre and President, Airline Solutions

No “Evergreen” Provision. There is no “evergreen” feature pursuant to which the shares available for issuance under the 2021 Omnibus Plan can be automatically replenished.

Executive Summary

Business Overview

In 2019, we saw the commercial benefits of our focus on building a strong technology foundation and an expert leadership team, with new business wins. We ended 2019 with a strong GDS share gain at Travel Network, solid Airline Solutions revenue growth and continued strong revenue growth at Hospitality Solutions. We also advanced our technology transformation activities. We recorded the following financial results for 2019:

For the full year, our total consolidated revenue was $3.975 billion, compared to $3.867 billion in 2018, a 2.8% increase.

Travel Network revenue increased 2.7% to $2.883 billion from $2.806 billion in 2018.

Airline Solutions revenue increased 2.1% to $840 million from $823 million in 2018.

Hospitality Solutions revenue increased 7.3% to $293 million from $273 million in 2018.

For the full year, diluted net income attributable to common stockholders per share was $0.57, compared to $1.22 in 2018. Adjusted net income from continuing operations per share (“Adjusted EPS”) totaled $1.01 compared to $1.54 in 2018. These amounts declined from 2018 primarily as a result of increased technology expenses. These expenses increased in 2019 primarily due to a shift in technology capitalization mix and corresponding decline in technology capitalized expenditures, which had no impact on Sabre’s level of total technology spend or Free Cash Flow. This shift is driven by the execution of Sabre’s previously disclosed technology strategy, including its cloud migration, mainframe offload and utilization of agile development methods, which increases the expensed portion of its total technology spend.

SeeAppendix A for a reconciliation of certainnon-GAAP and GAAP financial measures presented.

Stockholder Engagement

Since 2016, we have maintained an ongoing, proactive stockholder engagement program. Throughout the year, members of our investor relations group, Corporate Secretary’s office and executive compensation team engage with our stockholders to seek their input on topics of interest to them, including related to

 

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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.

our strategy, compensation, Board and other governance matters. We actively engage with our stockholders on a year-round basis and integrate the information we learn through these discussions into our governance calendar.

No Automatic Grants. The 2021 Omnibus Plan does not provide for “reload” or other automatic grants to participants.

No Tax Gross-ups. The 2021 Omnibus Plan does not provide for any tax gross-ups.

Compensation Recovery (“Clawback”). The 2021 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 2021 Omnibus Plan.

No Single Trigger Vesting Upon a Change in Control. The 2021 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 2021 Omnibus Plan may not be regranted, issued, or transferred under the 2021 Omnibus Plan.

Minimum Vesting Period. 95% of the shares of our common stock issued pursuant to an equity award granted under the 2021 Omnibus Plan are subject to a minimum one-year vesting requirement.

Key Data

 

LOGO

Fall 2019 Stockholder Outreach ProgramThe following table includes information regarding outstanding equity awards, shares available for grants of future equity awards, and Changestotal shares of common stock outstanding as of December 31, 2020 (and without giving effect to the 2020 Executive Compensation Program

In the fallapproval of 2019, we continued our stockholder outreach program, contacting 33 institutional stockholders representing approximately 78% of the shares then outstanding and ultimately meeting with stockholders representing approximately 47% of the shares then outstanding. Our Chairman of the Board continued to participate in our outreach program, meeting with stockholders representing over 30% of the shares then outstanding. Stockholder feedback from these discussions was shared with the Governance and Nominating Committee, the Compensation Committee and the full Board of Directors. In addition, this feedback informed the Compensation Committee’s discussion and review of our overall approach to compensation and the design of our 2020 executive compensation program. See the discussion below on changes to our 2020 executive compensation program, as well as “Corporate Governance—Other Corporate Governance Practices and Matters.”

Overall, feedback received on our executive compensation program was generally positive; however, stockholders did identify certain aspects of our program design for additional consideration. These aspects include providing feedback on the performance metrics used for our performance-based restricted stock unit awards, as well as the length of the performance periods for our performance-based restricted stock unit awards.Proposal 3):

 

 

Total shares underlying outstanding options

   3,300,256
 

Weighted average exercise price of outstanding options

  $13.59
 

Weighted average remaining contractual life of outstanding options

   7.9 years
 

Total shares underlying outstanding unvested restricted stock unit awards

   12,309,646(1) 
   

Total shares available for grant

   10,344,102(2) 
   

Total shares available for grant as full-value awards

   10,344,102(3) 
   

Total shares of common stock outstanding

   317,296,733

(1)

Represents shares underlying outstanding unvested time-based restricted stock unit awards. As of December 31, 2020, there were also 2,846,795 shares underlying outstanding unvested performance-based restricted stock unit awards, assuming vesting at target levels.

(2)

Total shares available for grant as of the Annual Meeting is projected to be 4,334,102. Total amount of shares initially available for grant as of April 23, 2019 was 23,187,275.

(3)

Total shares available for grant as full-value awards as of the Annual Meeting is projected to be 4,334,102.

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In responseBased on our historical practice, the Board of Directors believes the shares available for grant under the 2021 Omnibus Plan will be sufficient to and after carefully considering this stockholder feedback,cover awards for approximately the next two to three years, depending on circumstances such as well assignificant market compensation practices and ourpay-for-performance philosophy, the Compensation Committee approved the changes to ourvalue 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 2020, as highlighted below.2014, 2,824,579 shares in 2015, 4,777,809 shares in 2016, 5,681,376 shares in 2017, 5,679,715 shares in 2018, 5,925,561 shares in 2019, and 13,596,722 shares in 2020. These awards reflect a five-year average utilization rate of 2.54%. We expect to grant equity awards representing a total of approximately 6,000,000 through the date of the 2021 Annual Meeting.

Summary of Terms of the 2021 Omnibus Plan

 

What we heardWhat we did

 Questions about the use of similar metrics for our annual incentive plan and for our performance-based restricted stock unit awards

 Beginning with the 2020 annual equity awards, approximatelyone-half of the performance-based restricted stock unit awards will have an Adjusted Free Cash Flow metric, and approximatelyone-half will have an Adjusted EBITDA metric

 Revenue (25% of funding formula) andPre-Tax andPre-VCP/EIP Adjusted EPS (75% of funding formula) will continue to be the performance measures for 2020 under our Executive Incentive Program (“EIP”)

 Questions about the use ofone-year performance periods for our performance-based restricted stock unit awards

 Beginning with the 2020 annual equity awards, we will begin to transition to approximatelyone-half of the performance-based restricted stock unit awards having a three-year performance measurement period based on our Adjusted Free Cash Flow performance over that period, and approximatelyone-half having threeone-year performance measurement periods based on our annual Adjusted EBITDA performance over those periods. See “2020 Executive Compensation Program.”

These changesThe principal features of the 2021 Omnibus Plan are described below. This summary is qualified in its entirety by reference to the full text of the 2021 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 2021 Omnibus Plan may be granted for a term of ten years following the date that stockholders approve the 2021 Omnibus Plan at the 2021 Annual Meeting.

Administration

The 2021 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 2021 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, changesin tandem with, or in substitution or exchange for (subject to restrictions on repricing stock options and stock appreciation rights, as described below), any other award, any award granted under the Prior Plans or that of any business entity we implemented in prior years in responseare acquiring, or any other right of the plan participant to stockholder feedback, including changes to the performance measurement period of our performance-based restricted stock units awards implemented in 2018.receive payment from us.

2019 Compensation Highlights

In 2019, the Compensation Committee took the following actions“Prior Plans” means, with respect to the compensation2019 Omnibus Plan, the Sabre Corporation 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), the Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan (the “Sovereign 2012 MEIP”), the Sovereign Holdings, Inc. 2007 Management Equity Incentive Plan (as amended in 2010), and the Sovereign Holdings, Inc. Stock Incentive Plan (the “Sovereign MEIP”), and with respect to the 2021 Omnibus Plan, each of the foregoing plans plus the 2019 Omnibus Plan.

The Committee may delegate its powers and responsibilities under the 2021 Omnibus Plan, in writing, to a sub-committee of our named executive officers: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.

Annual cash incentive performance measures.Selected revenue (25% of funding formula) andPre-Tax andPre-VCP/EIP Adjusted EPS (75% of funding formula) as the performance measures for 2019 under our EIP. Our executive officers’ annual cash incentive opportunities continued to be based entirely on corporate-wide measures in 2019. See “—Compensation Elements of Total Direct Compensation—Annual Incentive Compensation” below.

Annual cash incentive results. Paid annual cash incentive awards under the 2019 EIP in amounts equal to 55% of their target annual cash incentive opportunities, based on our financial results for 2019 and after consideration of outside factors, including the insolvency of Jet Airways.

 

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The Committee has discretionary authority to interpret and construe any and all provisions of the 2021 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 2021 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 2021 Omnibus Plan, any Prior Plan, or any equity compensation plan of any business entity we are acquiring (subject to restrictions on repricing stock options and stock appreciation rights, as described below); or provide for the payment of dividends or dividend equivalents with respect to any such award. The Committee does not have the authority and may not take any such action described in this section to the extent that the grant of such authority or the taking of such action would cause any tax to become due under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

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

Shares Available for Issuance

 

 

Annual equity awardsAvailable Shares.Granted annual equity. The aggregate number of shares of our common stock which may be issued under the 2021 Omnibus Plan may not exceed the sum of:

(1)

12,000,000 shares,

(2)

the number of shares that remain available for issuance under the Prior Plans as of April 28, 2020, and

(3)

the number of shares subject to outstanding awards including performance-based restricted stock unitunder the 2019 Omnibus Plan or any of 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 March 2019. These performance-based restricted stock unit awards utilized revenue (50% of funding formula) andPre-Tax Adjusted EPS (50% of funding formula) as the performance measures. These performance-based restricted stock unit awards were structured with four consecutiveone-year performance periods,accordance with the potential to earn up to 150%terms of the target number of performance-based restricted stock unit awards based on our actual performance in each of the four performance periods. The total value of the equity awards granted in March 2019 to our named executive officers ranged from $1,500,000 to $7,000,000. See “—Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation” below.such plans.

 

 

AmountIncentive Stock Options. The number of merit increases. Adjustedshares that may be covered by incentive stock options under the annual base salaries for2021 Omnibus Plan may not exceed 12,000,000 shares in the named executive officers to reflect annual merit increases, which ranged from 2.0% to 3.2% and were effective in April 2019. See “—Compensation Elements of Total Direct Compensation—Base Salary” below.aggregate.

“Pay-for-Performance” Philosophy

Our executive compensation philosophy, which is embodiedThe shares to be delivered under the 2021 Omnibus Plan may be authorized and unissued shares or shares held in the design and operation of our executive compensation program, provides that a substantial portion of each year’s target total direct compensation opportunityor acquired for our executive officers, including our named executive officers, is deliveredtreasury, or both.

In general, if awards under the 2021 Omnibus Plan expire or are forfeited, cancelled, or terminated without the issuance of shares, or are settled for cash in lieu of shares, or are exchanged for an award not involving shares, the shares covered by such awards will again become available for the grant of awards under the 2021 Omnibus Plan. However, if the exercise price or tax withholding requirements related to any award under the 2021 Omnibus Plan are satisfied through our annual and long-term incentive compensation awards which are earned contingent on our abilitywithholding of shares otherwise then deliverable in respect of an award or through actual or constructive transfer to meet and exceed our annual andlong-term objectives. Consequently, we believe that our executive compensation program creates commonalityus of interest between our executive officers and stockholdersshares already owned, the number of shares equal to such withheld or transferred shares, as applicable, will no longer be available for long term value creation.

Our commitment to a“pay-for-performance” compensation philosophy is embodied inissuance under the following:2021 Omnibus Plan.

 

A substantial portion of our executive officers’ target total cash compensation opportunity isperformance-based. For 2019, approximately 60% of the target total cash compensation opportunity of Mr. Menke, and approximately 47%, on average, of the target total cash compensation opportunities of our other named executive officers were contingent on meeting and exceeding the financial objectives set forth in our annual operating plan. See “—2019 Total Direct Compensation Mix.”

We grant performance-based restricted stock unit awards to our executive officers. For 2019, these performance-based restricted stock unit awards were designed to contain four consecutiveone-year performance periods, with the potential to earn up to 150% of the target number of performance-based restricted stock unit awards based on our actual performance in each of the four performance periods. See “—Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation—2019 Equity Awards—2019 Performance-Based Restricted Stock Unit Awards.”

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Shares covered by awards granted pursuant to the 2021 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 2021 Omnibus Plan.

Compensation Program OverviewIndividual Employee Share Limits Per Fiscal Year under the 2021 Omnibus Plan

 

  What we doWhat we don’t do

IndependentCompensation Committee consultant.The Compensation Committee has engaged its own compensation consultant to assist with the review and analysis of our executive compensation program. This consultant performs no other consulting or other services for us

 

X  No pension plansOptions.We do not currently offer, nor do we have plans to provide, pension arrangements, or defined benefit pension plans to our executive officers 2,000,000 shares.

Annualexecutive compensation review.The Compensation Committee conducts an annual review of our executive compensation program, including a review of the competitive market for executive talent, and has developed a compensation peer group for use during its deliberations when evaluating the competitive market

 

X  No tax reimbursementsStock Appreciation Rights.We do not provide any tax reimbursement payments (including“gross-ups”) on any severance orchange-in-control payments 2,000,000 shares.

Compensationat-risk.Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on corporate performance, as well asequity-based to align the interests of our executive officers and stockholders

 

X  No special health or welfare benefitsOther Stock-Based Awards.Our executive officers participate inbroad-basedcompany-sponsored health and welfare benefits programs on the same basis as our otherfull-time, salaried employees 2,000,000 shares.

Individual Limits on Cash Incentive Awards

Performance-basedincentives.We useperformance-based annual andlong-term incentives

 

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

Multi-yearvesting requirements.The equity awardsamount payable in respect of a cash incentive award granted to our executive officers vest or are earned overmulti-year periods, consistent with current market practice and our retention objectives

X  Hedging and pledging prohibited. Our Insider Trading Policy prohibits employeesany participant in a single fiscal year that are recipients of equity grants, including our executive officers, and members of our Board of Directors from hedging or pledging any of their shares of Sabre common stockis subject to performance-based vesting may not exceed $5,000,000.

Stockownership policy. Our stock ownership policy requirements are 5x base salary for our CEO

Eligibility for Participation

The individuals eligible to receive awards under the 2021 Omnibus Plan are our employees (including prospective employees who have been offered employment) and those of our subsidiaries, as selected by the Committee.

As of December 31, 2020, approximately 7,500 employees would be eligible to participate in the 2021 Omnibus Plan. During 2020, a total of approximately 852 individuals received awards under the 2019 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.

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 2021 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 3x base salary for our other named executive officers. Named executive officers are required to retain 50% of the net shares from their equity awards until ownership requirements are met

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

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

 

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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 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, in its sole discretion, deems appropriate.

The Committee may, subject to the terms of the 2021 Omnibus Plan, amend previously granted awards whose grant, vesting, or payment is subject to performance-based measures.

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ObjectivesStockholder Rights

No person will have any rights as a stockholder with respect to any shares of Executive Compensation Programour common stock covered by or relating to any award granted pursuant to the 2021 Omnibus Plan until the date of the issuance of such shares on our books and records.

Amendment and Termination

Our overall corporate rewards strategy,Notwithstanding any other provision of the 2021 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 2021 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 is embodiedoutstanding 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 2021 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 (or any of its then-affiliated entities) without cause or by the participant for good reason, 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

All awards made under the 2021 Omnibus Plan are discretionary. Therefore, the benefits and amounts that will be received or allocated under the 2021 Omnibus Plan are not determinable at this time. The closing price of our common stock, as reported on the Nasdaq Stock Market, on February 26, 2021 was $14.69 per share. See “Executive Compensation—2020 Grants of Plan-Based Awards,” which provides information on the equity awards granted to the named executive compensation program, is designed to advance three principal objectives:officers in 2020.

 

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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 2021 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 2021 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. 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 subsequent 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. The excess of the amount realized through the disposition date over the fair market value of the stock on the exercise date will be treated as capital gain.

Stock Appreciation Rights

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

Restricted Stock

A participant will not recognize taxable income at the time of grant of shares of restricted stock award, and we will not be entitled to a tax deduction at such time, unless the participant makes an election under Section 83(b) of the Code to be taxed at such time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an

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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 2021 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 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 2021 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 2021 Omnibus Plan.

Required Vote

At the Annual Meeting, stockholders will be asked to approve the 2021 Omnibus Plan. This proposal requires the affirmative vote of the holders of not less than a majority of the voting power of the outstanding common stock entitled to vote and present, in person or by proxy, at the meeting.

Abstentions will be counted toward the tabulation of votes cast on the approval of the proposal to approve the 2021 Omnibus Plan, and will have the same effect as votes against that proposal.

The Board of Directors unanimously recommends a vote FOR approval of the Sabre Corporation 2021 Omnibus Incentive Compensation Plan.

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  PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2021 OMNIBUS INCENTIVE  COMPENSATION PLAN  

Equity Compensation Plan Information

The following table gives information about our common stock that may be issued upon the exercise of options, warrants, and rights under all of our equity compensation plans as of December 31, 2020.

  

 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

  

 

18,456,697

  

$

13.59

  

 

10,642,038

   

Equity compensation plans not approved by stockholders

  

 

  

 

  

 

(a)

Includes shares to be issued upon the exercise of outstanding options under our 2019 Omnibus Plan, 2016 Omnibus Plan, 2014 Omnibus Plan, the Sovereign 2012 MEIP, and the Sovereign MEIP. Also includes 15,156,441 restricted stock unit awards under our 2019 Omnibus Plan, 2016 Omnibus Plan, and 2014 Omnibus Plan (including shares that may be issued pursuant to outstanding performance-based restricted stock unit awards, assuming the target total direct compensation opportunities of our executive officers to our annual andlong-term business performance and each individual’s contribution to that performance.award is met; actual shares may vary, depending on actual performance).

 

(b)

Attract, motivate, and retain. Set compensation at market competitive levels that enable us to hire, incentivize, and retainhigh-caliber executive officers and that reinforce our succession planning process.Excludes restricted stock unit awards which do not have an exercise price.

 

(c)

Excludes securities reflected in column (a).

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Long  PROPOSAL 4: ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS  -term equity ownership. Provide opportunities, consistent with the interests of our stockholders, for our executive officers to accumulate and hold a significant equity stake in the organization, including through performance-based equity awards, if we achieve our strategic and growth objectives.

Committee Consideration of 2018 Stockholder Advisory(“Say-on-Pay”) Vote on the Compensation of Our Named Executive Officers

At our 2018 Annual Meeting, we conducted an advisory stockholder vote on the compensation of our named executive officers (aso-called“say-on-pay” vote). Our executive compensation program received the support of approximately 81% of the shares of our common stock present at the meeting. See “—Stockholder Engagement” for a discussion of our stockholder outreach program. At our 2015 Annual Meeting, our stockholders expressed their preference for our Board’s recommendation to conduct thesay-on-pay vote every three years. Based on this outcome, our Board determined that thesay-on-pay vote would be held every three years, until the next stockholder vote on the frequency of thesay-on-pay vote, or our Board otherwise determines that a different frequency for such advisory votes is in the best interests of our stockholders. As a result, our nextsay-on-pay vote and the next frequency ofsay-on-pay vote are anticipated to occur in 2021. Our Board currently anticipates that, for the 2021 Annual Meeting, the Board will recommend that thesay-on-pay vote be held annually.

Compensation Philosophy and ObjectivesPROPOSAL 4: ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The philosophy underlyingIn “Compensation Discussion and Analysis” and the executive compensation tables following that section, we describe in detail our executive compensation program, is to provide an attractive, flexible, and effective total compensation opportunity to our executive officers, including our named executive officers, tied to our corporate performance and aligned with the interests of our stockholders. Our objective is to recruit, motivate, and retain the caliber of executive officers necessary to deliver sustained high performance to our stockholders, customers, and other stakeholders.

Equally important, we view our compensationits objectives, policies and practices as a means of communicating our goalscomponents. As discussed in Compensation Discussion and standards of conduct and performance and for motivating and rewarding employees in relation to their achievements. Overall,Analysis, the same principles that govern the compensation of our executive officers also generally apply to the compensation of our salaried employees. Within this framework, we seekCompensation Committee seeks to observe the following principles:principles, while balancing them with the context of the current uncertain COVID-19 pandemic environment and the corresponding need to respond quickly to any related challenging circumstances that may result from the pandemic:

 

 

Retain and hire top-caliber executive officers. Executive officers should have base salaries and employee benefits that are market competitive and that permit us to hire and retainhigh-caliber individuals at all levels.

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  COMPENSATION DISCUSSION AND ANALYSIS  

 

 

Pay for performance. A significant portion of the target total direct compensation opportunities of our executive officers should vary with annual andlong-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 achievinglong-term results, and these rewards should be aligned with the interests of our stockholders.

 

 

Align compensation with stockholder interests. The interests of our executive officers should be linked with those of our stockholders through the risks and rewards of the ownership of shares of our common stock.

 

 

Provide limited personal benefits. Perquisites and other personal benefits for our executive officers should be limited to items that serve a reasonable business purpose.

 

 

Reinforce succession planning process. The overall compensation program for our executive officers should reinforce our succession planning process.

 

 

Promote transparency. We seek to establish an efficient, simple, and transparent process for designing our compensation arrangements, setting performance objectives for annual andlong-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 2020 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 and are directly aligned with our performance.

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

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

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.

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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  PROPOSAL 5: FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION  

PROPOSAL 5: FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION

This proposal gives stockholders the opportunity to indicate how frequently we should seek an advisory vote on our executive compensation, such as Proposal 4 above. By voting on this Proposal 5, stockholders can indicate whether they would prefer an advisory non-binding vote on executive compensation every one, two, or three years.

After careful consideration of this proposal, our Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for Sabre, and therefore our Board recommends that you vote for a one-year interval for the advisory vote on executive compensation.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years, or abstain from voting when you vote in response to the resolution set forth below.

RESOLVED, that the option of every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the frequency preferred by stockholders for which the Corporation is to hold an advisory stockholder vote to approve the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion.

This proposal is being presented pursuant to Section 14A of the Exchange Act. The option of one year, two years, or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. However, because this vote is advisory and not binding on our Board or Sabre in any way, our Board may decide that it is in the best interests of our stockholders and Sabre to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders. Depending on whether the Board adopts a one-, two-, or three-year interval for the advisory vote on executive compensation, the next stockholder advisory vote will occur respectively at the 2022, 2023, or 2024 Annual Meeting of Stockholders.

The Board of Directors unanimously recommends a vote for the option of every ONE YEAR as the frequency with which stockholders are provided an advisory, non-binding vote on the compensation of our named executive officers.

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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, 2020 for our named executive officers. For 2020, our named executive officers were:

Name

Position

Sean Menke

President and Chief Executive Officer

Douglas Barnett

Executive Vice President and Chief Financial Officer

Wade Jones

Executive Vice President and Chief Product Officer

David Moore

Executive Vice President and Chief Technology Officer

David Shirk

Executive Vice President, Sabre and President, Travel Solutions

Executive Summary

Strategic Initiatives

In February 2020, we announced a set of strategic initiatives that we expect will position us to accelerate growth, increase margins and create long-term stockholder value. These strategic initiatives are focused on creating and distributing personalized offers including through the new distribution capability (“NDC”) standard, increasing our footprint in low-cost carrier growth and innovation, building a full-service hotel property management system, and completing our technology transformation. These initiatives form a part of our vision to lead a new marketplace for personalized travel and are intended to increase our addressable market across our business, deliver revenue and share growth, and improve our overall margin structure. These strategic initiatives continue to be a significant focus for us, as we believe that they will help position us favorably on the other side of the COVID-19 pandemic. As described below, to help ensure alignment with these strategic initiatives and our intermediate business objectives, certain executive officers, excluding our CEO, received performance-based long-term cash incentive awards in 2020 designed to align with our strategic initiatives.

Changes to Executive Officer Long-Term Incentive Program Design Reflected in March 2020 Awards

As discussed in “Stockholder Engagement” below, we maintain an ongoing, proactive stockholder engagement program. Through this process, we received stockholder feedback in 2019 that focused on the performance metrics and performance period length of our performance-based restricted stock unit awards. After carefully considering this feedback, as well as competitive market compensation factors, in March 2020 the Compensation Committee approved significant design changes to our performance-based restricted stock unit awards granted to our executive officers. See “—Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation—2020 Equity Awards—2020 Performance-Based Restricted Stock Unit Awards.”

In addition, as discussed above, certain executive officers, excluding our CEO, received performance-based cash incentive awards in March 2020. These incentive awards will be payable in March 2022 based on the Compensation Committee’s determination of the extent to which our strategic initiatives have been achieved by December 2021. See “—Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation—2020 Long-Term Performance-Based Cash Incentive Awards.”

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  COMPENSATION DISCUSSION AND ANALYSIS  

Executive Compensation Actions Taken in 2020 in Response to COVID-19 Pandemic

The COVID-19 pandemic created an unprecedented time of disruption in global travel and represented a massive challenge to the travel industry and our business. As a global technology company that is a leader in the retailing, distribution, and fulfillment of travel and a key solutions provider to the global travel industry, we experienced a rapid and sustained decline in airline and hotel bookings driven by the COVID-19 pandemic, which directly and significantly impacted our 2020 revenue, earnings and free cash flow.

In response, we quickly took a number of decisive actions to increase our cash position, including through reducing costs, suspending common stock dividends and share repurchases, borrowing under our existing revolving credit facility, and completing debt and equity offerings. We also took the following actions with regard to our workforce and compensation programs:

Reduced base salary and suspended 401(k) match. In mid-March 2020, the Board immediately implemented base salary reductions of 25% for our CEO and 20% for our other executive officers, which extended from March 16, 2020 through July 6, 2020. These amounts will not be repaid to the executive officers. Our 401(k) employer matching contribution was suspended for executive officers and other U.S.-based employees from March 16, 2020 through December 31, 2020.

Reduced shares granted under long-term incentives. In light of the significant reduction in our stock price during the onset of the COVID-19 pandemic, the Compensation Committee in March 2020 approved the use of a minimum stock price of $14.00 per share to calculate the number of shares issued for grants under the 2019 Omnibus Plan from March 13, 2020 through July 31, 2020, including stock options, performance-based restricted stock units and time-based restricted stock units awarded in connection with the March 13, 2020 annual grant. This had the effect of significantly limiting the number of shares issued to executive officers and other plan participants during this period.

Offered voluntary time-off, voluntary severance, and voluntary early retirement in the first quarter of 2020.

Implemented a temporary furlough program of approximately one-third of our workforce during the second quarter of 2020.

Right-sized our global organization through a reduction-in-force, which was in addition to the voluntary severance and voluntary early retirement programs described above.

An additional consequence of the COVID-19 pandemic is that it placed us at a significant disadvantage compared to many other technology companies with which we compete for talent but that were not as severely harmed by the direct and significant impact of the pandemic on the travel and hospitality industries. This disadvantage was particularly magnified during the initial period of the COVID-19 pandemic, when its scope and duration were unknown. As a result, our ability to accomplish our strategic initiatives and our executive compensation objectives has been significantly challenged.

Correspondingly, motivating and retaining our existing talent at all levels of our organization, including new leadership engaged with our strategic initiatives in mind, have taken on an even greater importance, particularly after we acted to stabilize our cash position as described above. Consequently, the Compensation Committee took steps to address these challenges, including ending the base salary reductions and the use of the $14.00 valuation for the purpose of calculating long-term equity incentive

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  COMPENSATION DISCUSSION AND ANALYSIS  

awards, as described above. The Compensation Committee also proactively took additional actions to help address the disadvantages we faced in retaining key talent.

Modified annual cash incentive plan and cap on payments. Prior to the onset of the COVID-19 pandemic, the Compensation Committee approved performance metrics for the 2020 annual cash incentive plan consisting of revenue and Pre-Tax and Pre-VCP/EIP Adjusted EPS. As noted above, the onset of the COVID-19 pandemic immediately and precipitously impacted our revenue and earnings, beginning in mid-March 2020. Given the scope of this direct and unprecedented impact, the metrics initially selected for the annual cash incentive plan for 2020 became almost immediately unattainable. As a result, the Compensation Committee replaced these metrics in May 2020 with an expense reduction metric; failure to meet this expense reduction target would have resulted in no payment of the annual cash incentive for 2020. The Compensation Committee selected this objective metric early in 2020, given our focus on controlling costs and its importance in stabilizing our business and our cash position, as well as enhancing the profitability of our cost structure after recovery from the pandemic, rather than choosing to exercise discretion regarding the payout of the annual cash incentive at the end of the performance period. The Compensation Committee also capped the potential payouts at 50% of the original target annual cash incentive opportunity. See “—Compensation Elements of Total Direct Compensation—Annual Incentive Compensation” below.

Granted time-based restricted stock unit awards in June 2020. As noted, the Compensation Committee was focused on the talent and retention concerns described above in light of the disparate impact of COVID-19 on us as compared to many other technology companies, potentially providing these companies with a competitive advantage in recruiting our key talent, including new leadership engaged to help execute our strategic initiatives. As a result, in June 2020, the Compensation Committee granted off-cycle time-based restricted stock unit awards to our executive officers and other key employees. Fifty percent of these awards vest on each of June 15, 2021 and June 15, 2022 based on continuous service through these dates. See “—Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation” below.

Updated metrics with respect to performance-based restricted stock units with 2020 performance periods and reduction in maximum payout. Similar to the metrics for the annual cash incentive plan, the metrics with respect to outstanding performance-based restricted stock unit awards with performance periods to be completed in 2020, which were based on our financial performance, also became almost immediately unattainable for 2020, following the impact of the onset COVID-19 pandemic beginning in mid-March 2020. As a result, in July 2020 the Compensation Committee amended outstanding performance-based restricted stock unit awards with 2020 performance periods, which included awards granted in prior years as well as awards granted in 2020, replacing the financial performance metrics with the following metrics and weightings. These metrics were designed to align with key areas of focus for management in 2020, given the likely impact of the COVID-19 pandemic environment:

Achieve expense reduction targets for 2020 (25%)

Maintain our capital structure and liquidity through 2020 in a manner that seeks to provide operational flexibility to manage the business through the COVID-19 pandemic (25%)

Negotiate a new deal structure for technology infrastructure services that achieves significant incremental cost savings over the contract term (20%)

Utilize a systemic process to review and address customer concession requests that seeks to minimize disruption to the business (15%)

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  COMPENSATION DISCUSSION AND ANALYSIS  

Design programs by the end of 2020 for implementation in 2021 that enable employees to “work from anywhere” (to the extent allowed under local laws) and further our diversity and inclusion initiatives (15%)

In connection with this change, the maximum payout for these outstanding performance-based restricted stock units with respect to the 2020 performance period became the target of 100%, a reduction from the prior maximum payout of 150%. See “—Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation” below.

Stockholder Engagement

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

LOGO

Fall 2020 Stockholder Outreach Program

Given the impact of the COVID-19 pandemic on our business and the corresponding changes to our executive compensation program in 2020, our 2020 stockholder engagement program was a key focus for our ongoing dialogue with stockholders. Throughout the year, we focused on transparency with investors, providing multiple disclosures of actions we took in response to the COVID-19 pandemic (including in filings with the SEC on Current Reports on Form 8-K). These disclosures supported our conversations with investors on these topics and augmented our fall 2020 stockholder outreach program.

In the fall of 2020, we contacted 24 institutional stockholders representing approximately 67% of our shares then outstanding, and we ultimately met with stockholders representing over 24% of our shares then outstanding, including four of our top six stockholders. Our Chairman of the Board played an active role in our outreach program, meeting with stockholders representing almost 20% of our shares then

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  COMPENSATION DISCUSSION AND ANALYSIS  

outstanding. Stockholder feedback from these discussions was shared with the Governance and Nominating Committee, the Compensation Committee and the full Board of Directors.

As noted, much of these conversations focused on the effects of the COVID-19 pandemic on our business, how we were responding to the challenges posed to our workforce, and the corresponding changes to our executive compensation program. Investors were generally understanding of the reasons for the Compensation Committee’s changes to our executive compensation program, particularly given the unprecedented impact of the pandemic on the global travel environment. Given the pandemic’s effect on our business, particularly as compared to many other technology companies as described above, many investors focused on employee retention and steps taken to address retention considerations, including the June 15, 2020 grant of time-based restricted stock unit awards. Investors also provided feedback regarding Sabre’s executive compensation after the conclusion of the pandemic, including generally expressing support for a return to the structure of the long-term incentive award program established in March 2020 described above once our business operations and financial results have stabilized.

This feedback informed the Compensation Committee’s discussion and review of our overall approach to compensation and the design of our 2021 executive compensation program, as highlighted below.

What we heard

What we did

 Encouragement to provide for metrics in our executive compensation program that are designed to provide for continued focus on factors critical for our health in the current COVID-19 pandemic environment

 The Compensation Committee designed our 2021 annual cash incentive so that it will not pay out if our Adjusted Free Cash Flow in 2021 is less than a target amount and if we do not achieve an expense reduction threshold for 2021

 In addition, if the threshold requirements described above are met, 50% of the 2021 annual cash incentive funding formula will be based on the extent to which we meet this expense reduction target, and the remaining 50% of the funding formula will be based on the extent to which we achieve in 2021 specified GDS bookings, passengers boarded, central reservation transactions, and technology transformation goals

 None of the performance-based restricted stock units granted in 2021 will vest if we do not achieve a minimum expense reduction threshold for 2021, and these performance-based restricted stock units will not vest above target unless we exceed an Adjusted Free Cash Flow target for 2021

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  COMPENSATION DISCUSSION AND ANALYSIS  

What we heard

What we did

 Encouragement for metrics in our executive compensation program that are designed to provide for continued focus on our strategic initiatives, including our technology transformation, with the goal of positioning us for success following the COVID-19 pandemic

 The 2020 long-term performance-based cash incentive awards are based on the Compensation Committee’s determination of the extent to which our strategic initiatives have been achieved by December 2021, based on criteria for certain strategic deliverables related to these initiatives

 The 2021 annual cash incentive includes a metric based on the extent to which we achieve technology transformation goals

 Questions regarding talent retention throughout the organization, including executives

 In March 2021, the Compensation Committee amended outstanding performance-based restricted stock units with 2021 and/or 2022 performance periods to replace the existing financial metrics with the metrics described above

 We have designed programs to further our inclusion and diversity initiatives, as well as implemented programs to assist in global retention and employee satisfaction, such as our Work-from-Anywhere program

See “2021 Executive Compensation Program.”

2020 Annual and Long-Term Incentive Results

With respect to 2020, the Compensation Committee approved the following results regarding our annual cash and long-term incentives:

Annual cash incentive results. In December 2020, the Compensation Committee reviewed the results of our focus on controlling costs as discussed above and determined that we met the expense reduction target approved in May 2020. As a result, the Compensation Committee approved annual cash incentive payouts under the 2020 EIP in amounts equal to 50% of the named executive officers’ target annual cash incentive opportunities. See “—Compensation Elements of Total Direct Compensation—Annual Incentive Compensation” below.

Long-term incentive results.In February 2021, the Compensation Committee reviewed our progress in achieving the updated metrics with respect to performance-based restricted stock units with 2020 performance periods. Based on this review, the Compensation Committee determined that each of the revised metrics for the outstanding performance-based restricted stock units with 2020 performance periods was achieved. See “—Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation” below.

“Pay-for-Performance” Philosophy

Our executive compensation philosophy, which is embodied in the design and operation of our executive compensation program, provides that a substantial portion of each year’s target total direct compensation

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opportunity for our executive officers, including our named executive officers, is delivered through our annual and long-term incentive compensation awards which are earned contingent on our ability to meet and exceed our annual and long-term objectives. Consequently, we believe that our executive compensation program creates commonality of interest between our executive officers and stockholders for long-term value creation.

We believe our commitment to a “pay-for-performance” compensation philosophy is reflected by the following:

A substantial portion of our executive officers’ target total cash compensation opportunity is performance-based. This focus on performance-based metrics for cash compensation remained in place notwithstanding the impact of the COVID-19 pandemic. For example, for 2020, a significant portion of Mr. Menke’s target total cash compensation opportunity was contingent on meeting expense reduction targets. See “—2020 Total Direct Compensation Mix.”

We grant performance-based restricted stock unit awards to our executive officers. Outstanding performance-based restricted stock units with 2020 performance periods were revised to include metrics representing key areas of focus for management in 2020, given the COVID-19 pandemic environment and its effect on the global travel industry. See “—Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation—2020 Equity Awards—2020 Performance-Based Restricted Stock Unit Awards.”

Compensation Program Overview

What we do

What we don’t do

IndependentCompensation Committee consultant. The Compensation Committee has engaged its own compensation consultant to assist with the review and analysis of our executive compensation program. This consultant performs no other consulting or other services for us

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

Annualexecutive compensation review. The Compensation Committee conducts an annual review of our executive compensation program, including a review of the competitive market for executive talent, and has developed a compensation peer group for use during its deliberations when evaluating the competitive market

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

Compensationat-risk. Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on corporate performance, as well as equity-based to align the interests of our executive officers and stockholders

X  No special health or welfare benefits. Our executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees

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  COMPENSATION DISCUSSION AND ANALYSIS  

What we do

What we don’t do

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

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

Multi-yearvesting requirements. The equity awards granted to our executive officers vest or are earned over multi-year periods, consistent with current market practice and our retention objectives

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

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

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

Committee Consideration of 2018 Stockholder Advisory (“Say-on-Pay”) Vote on the Compensation of Our Named Executive Officers

At our 2018 Annual Meeting, we conducted an advisory stockholder vote on the compensation of our named executive officers (a “say-on-pay” vote). Our executive compensation program received the support of approximately 81% of the shares of our common stock present at the meeting. See “—Stockholder Engagement” for a discussion of our stockholder outreach program. At our 2015 Annual Meeting, our stockholders expressed their preference for our Board’s recommendation to conduct the say-on-pay vote every three years. Based on this outcome, our Board determined that the say-on-pay vote would be held every three years, until the next stockholder vote on the frequency of the say-on-pay vote, or our Board otherwise determines that a different frequency for such advisory votes is in the best interests of our stockholders.

As noted above, there will be a say-on-pay vote and a frequency of say-on-pay vote at the 2021 Annual Meeting. Our Board of Directors recommends that stockholders vote FOR the say-on-pay vote and for the option of ONE YEAR as the frequency of the say-on-pay vote at the 2021 Annual Meeting. See “Proposal 4: Advisory, Non-Binding Vote on the Compensation of Our Named Executive Officers” and “Proposal 5: Frequency of Advisory Vote on Executive Compensation.”

Compensation Philosophy and Principles

The philosophy underlying our executive compensation program is to provide an attractive, flexible, and effective total compensation opportunity to our executive officers, including our named executive officers, tied to our corporate performance and aligned with the interests of our stockholders. Our objective is to recruit, motivate, and retain the caliber of executive officers necessary to deliver sustained high performance to our stockholders, customers, and other stakeholders.

Equally important, we view our compensation policies and practices as a means of communicating our goals and standards of conduct and performance and for motivating and rewarding employees in relation to their achievements. Overall, the same principles that govern the compensation of our executive officers also generally apply to the compensation of our salaried employees. Within this framework, we seek to observe the following principles, while balancing them with the context of the current uncertain COVID-19

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

Retain and hire top-caliber executive officers. Executive officers should have base salaries and employee benefits that are market competitive and that permit us to hire and retain high-caliber individuals at all levels.

Pay for performance. A significant portion of the target total direct compensation opportunities of our executive officers should vary with annual and long-term business performance and each individual’s contribution to that performance, while the level of “at-risk” compensation should increase as the scope of the executive officer’s responsibility increases.

Reward long-term growth and profitability. Executive officers should be rewarded for achieving long-term results, and these rewards should be aligned with the interests of our stockholders.

Align compensation with stockholder interests. The interests of our executive officers should be linked with those of our stockholders through the risks and rewards of the ownership of shares of our common stock.

Provide limited personal benefits. Perquisites and other personal benefits for our executive officers should be limited to items that serve a reasonable business purpose.

Reinforce succession planning process. The overall compensation program for our executive officers should reinforce our succession planning process.

Promote transparency. We seek to establish an efficient, simple, and transparent process for designing our compensation arrangements, setting performance objectives for annual and long-term incentive compensation opportunities, and making compensation decisions.

We believe that our compensation philosophy, as reinforced by these principles, has been effective in aligning our executive compensation program with the creation of sustainablelong-term stockholder value.

20192020 Total Direct Compensation Mix

 

OurWe believe our executive compensation program has been designed to reward strong performance. The program seeks to focus a significant portion of each executive officer’s target total direct compensation opportunity on annual andlong-term incentives that depend upon our performance. Each executive officer has been granted a significant stake in Sabre in the form of an equity award to closely link his or her interests to those of our stockholders. These equity awards also seek to focus his or her efforts on the successful execution of ourlong-term strategic and financial objectives. Consequently, whether viewed on an annual basis or over their entire tenure with us, fixed compensation (in the form of base salary) has represented less than half of the target total direct compensation opportunity of each current executive officer, including each named executive officer, with the remainder delivered in the form of annual andlong-term incentive compensation.

 

LOGO

LOGO

(1)

Excludes the June 15, 2020 grant of time-based restricted stock unit awards, which was awarded in addition to Mr. Menke’s target total direct compensation package for 2020.

 

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      COMPENSATION DISCUSSION AND ANALYSIS  

 

In addition, the Compensation Committee believes that Mr. Menke’s target incentive compensation for 20192020 was comprised of an appropriate mix of long-term elements (performance-based restricted stock unit awards and stock options) and short-term elements (an annual cash incentive opportunity), consistent with our emphasis onpay-for-performance:

 

LOGO

LOGO

(1)

Excludes the June 15, 2020 grant of time-based restricted stock unit awards, which was awarded in addition to Mr. Menke’s target total direct compensation package for 2020.

Compensation-Setting Process

 

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing our executive compensation program (including our executive compensation policies and practices), approving the compensation of our executive officers (including our named executive officers), and administering our various employee stock plans.

Pursuant to its charter, the Compensation Committee has responsibility for reviewing and determining the compensation of our CEO at least annually, as well as for evaluating our CEO’s performance in light of the corporate goals and objectives applicable to him. In reviewing our CEO’s compensation each year and considering any potential adjustments, the Compensation Committee exercises its business judgment after taking into consideration several factors, including our financial results, his individual performance and strategic leadership, its understanding of competitive market data and practices, and his current total compensation and pay history.

In addition, the Compensation Committee annually reviews and determines the compensation of our other executive officers, including our other named executive officers, and it also approves the terms of any employment offers for our executive officers. In doing so, the Compensation Committee is responsible for ensuring that the compensation of our executive officers, including our named executive officers, is consistent with our executive compensation philosophy and objectives.

Role of Executive Officers

The Compensation Committee receives support from our People Department in designing our executive compensation program and analyzing competitive market practices. Our CEO and certain other executive officers regularly participate in portions of Compensation Committee meetings, providing management input on organizational structure, executive development, and financial and governance considerations.

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Our CEO evaluates the performance of each of our executive officers, including our other named executive officers, against these annual objectives.officers. Our CEO then reviews each executive officer’s target total direct

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compensation opportunity and based uponon his or her target total direct compensation opportunity and his or her performance, proposes compensation adjustments for him or her, subject to review and approval by the Compensation Committee. Our CEO presents the details of each executive officer’s target total direct compensation opportunity and performance to the Compensation Committee for its consideration and approval. Our CEO does not participate in the evaluation of his own performance.

In making executive compensation decisions, the Compensation Committee reviews a variety of information for each executive officer, including his or her current total compensation and pay history, his or her equity holdings, individual performance, and competitive market data and practices for comparable positions. Neither our CEO nor our other named executive officers are present when their specific compensation arrangements are discussed.approved by the Compensation Committee.

Role of Compensation Consultant

In fulfilling its duties and responsibilities, the Compensation Committee has the authority to engage the services of outside advisers, including compensation consultants. In 2019,2020, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm, to assist it with compensation matters. A representative of Compensia attends regularly scheduled meetings of the Compensation Committee, responds to inquiries from members of the Compensation Committee, and provides his analysis with respect to these inquiries.

The nature and scope of services provided to the Compensation Committee by Compensia in 20192020 included the following:

 

Assisted in the review of our compensation peer group.

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

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

 

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

 

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

 

Provided advice with respect to market trends and practices fornon-employee director compensation.

 

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

 

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

 

 

Providedad hoc advice and support throughout the engagement.

Compensia does not provide any services to us, other than the services provided to the Compensation Committee. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange ActRule 10C-1 and the listing standards of NASDAQ,Nasdaq, and has concluded that no conflict of interest exists with respect to the work that Compensia performs for the Compensation Committee.

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Competitive Positioning

Periodically,At least annually, the Compensation Committee reviews competitive market data for comparable executive positions in the market as one factor for determining the structure of our executive compensation program and establishing target compensation levels for our executive officers, including our named executive officers.

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The Compensation Committee, with the assistance of Compensia, reviewed and updated our compensation peer group based on an evaluation of companies that it believed were comparable to us with respect to operations, industry segment, revenue level, and enterprise value as a reference source in its executive compensation deliberations. This compensation peer group, which was used by the Compensation Committee as a reference in the course of its executive compensation deliberations, consisted of the following companies with respect to 20192020 executive compensation matters:

 

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

In selecting this compensation peer group, the Compensation Committee considered companies with the following primary selection criteria: companies within the software and services, data processing and outsourced services, SaaS companies, and other companies in related industries, companies with revenues between approximately $1.9$2.0 billion to $7.5$7.9 billion (or between approximately 0.5x to 2.0x of our preceding four quarters of revenue), and companies with market capitalization of approximately $2.1$1.8 billion to $21.2$17.9 billion (or between approximately 0.3x to 3.0x our estimated market capitalization). TheFurther, the Compensation Committee also considered companies with the following secondary selection criteria: revenue growth over the prior four quarters exceeding 5.0% and, positive operating income over the prior four quarters.quarters, and are SaaS-based companies.

Competitive comparison data was collected frompublicly-available information contained in the SEC filings of the compensation peer group companies, as well as from the Radford Global Technology Survey. The Radford survey provides market data for executive positions that may not be available from publicly-available SEC filings and other information related to trends and competitive practices in executive compensation.

The competitive market data described above was not and is not used by the Compensation Committee in isolation but rather serves as one point of reference in its deliberations on executive compensation. The Compensation Committee uses the competitive market data as a guide when making decisions about total direct compensation, as well as individual elements of compensation; however, the Compensation Committee does not formally benchmark our executive officers’ compensation against this data. While market competitiveness is important, it is not the only factor the Compensation Committee considers when establishing compensation opportunities of our executive officers. Actual compensation decisions

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also depend upon the consideration of other factors that the Compensation Committee deems relevant, such as the financial and operational performance of our businesses, individual performance, specific retention concerns, internal equity, and internal equity.external factors.

In December 2019,2020, the Compensation Committee, with the assistance of Compensia, updatedreviewed the compensation peer group to be used as a reference for purposes of its deliberations on our 20202021 executive compensation program. As part of this review,Given the Compensation Committee noted that two offluid circumstances underlying the 2019

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peer companies had been acquiredCOVID-19 pandemic and one of the companies was substantially above the Committee’s market capitalization criteria. To identify replacements for theseits anticipated unique effect on Sabre and other peer companies, the Compensation Committee considered companies withdetermined that any changes to the following primary selection criteria: companies within the software and services, data processing and outsourced services, SaaS companies, and other companies in related industries, companies with revenues between approximately $2.0 billion to $7.9 billion (or between approximately 0.5x to 2.0x of our preceding four quarters of revenue), and companies with market capitalization of approximately $1.8 billion to $17.9 billion (or between approximately 0.3x to 3.0x our estimated market capitalization). The Compensation Committee also considered companies with the following secondary selection criteria: revenue growth over the prior four quarters exceeding 5.0%, positive operating income over the prior four quarters and are SaaS-based companies. Based on this review, the Compensation Committee approved a compensation peer group for 2020 consisting of the following companies:would not have been appropriate at that time.

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

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

Compensation-Related Risk Assessment

The Compensation Committee considers potential risks when reviewing and approving the various elements of our executive compensation program.program, including executive compensation actions taken in response to the effects of the COVID-19 pandemic. In evaluating the elements of our executive compensation program, the Compensation Committee assesses each element to help ensure that it does not encourage our executive officers to take excessive or unnecessary risks or to engage indecision-making that promotesshort-term results at the expense of ourlong-term interests. In addition, we have designed our executive compensation program, including our incentive compensation plans, with specific features to address potential risks while rewarding our executive officers for achieving financial and strategic objectives through prudent business judgment and appropriate risk taking. Further, the following policies and practices have been incorporated into our executive compensation program:

 

 

Balanced Mix of Compensation Components.The.The target compensation mix for our executive officers is composed of base salary, annual cash incentive compensation, andlong-term incentive compensation in the form of equity and cash awards, including performance-based awards, which provides a compensation mix that is not overly weighted towardshort-term cash incentives.

 

 

Minimum Performance Measure Thresholds. Our annual cash incentive compensation plan, which encourages focus on the achievement of corporate performance objectives for our overall benefit, does not pay out unlesspre-established target levels for one or more financial measures are met.

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Long-Term Incentive Compensation Vesting. Ourlong-termequity-basedlong-term equity- and cash-based incentives havemulti-year vesting requirements. These long-term incentive programs complement our annual cash incentive compensation plan and include awards that are earned and pay out only upon meeting specificpre-established performance objectives.

 

 

Capped Annual Cash Incentive and Performance-Based Restricted Stock Unit Awards. Awards under the annual cash incentive compensation plan and grants of performance-based restricted stock unit awards arewere initially capped at 200% and 150%, respectively, of the target award level. As a result of actions taken by the Compensation Committee in response to the effects of the COVID-19 pandemic, these caps subsequently became 50% and 100%, respectively.

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Compensation Elements of Total Direct Compensation

 

Our executive compensation program is designed around the concept of total direct compensation. The performance-based portion of total direct compensation generally increases as an executive officer’s level of responsibilities increases. The chart below provides information on the principal elements of total direct compensation and is intended to illustrate our overall objectives relative to our executive compensation program.

 

   

Long-term    

equity-based 

compensation

 

 

Performance-

based restricted

stock unit awards

 

 

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

 

 

 

Stock options

 

 

Provides rewards for stock price appreciation, creating an incentive to deliver stockholder value and to achieve our long-term strategic and financial objectives

 

   

Annual cash 

compensation 

 

 

Annual incentive

 

 

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

 

 

 

Base salary

 

 

Provides a consistent and fixed amount of annual cash income

 

In March 2020, certain executive officers, excluding our CEO, also received long-term performance-based cash incentive awards, and in June 2020, our executive officers received time-based restricted stock unit awards.

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

Base Salary

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

In evaluating the base salaries of our executive officers, the Compensation Committee considers several factors, including our financial performance, his or her contribution towards meeting our financial objectives, his or her qualifications, knowledge, experience, tenure, and scope of responsibilities, his or her past performance as against individual goals, his or her future potential, the recommendations of our CEO (with respect to the other executive officers), competitive market data and practices, our desired compensation position with respect to the competitive market, retention purposes, internal equity, and internal equity.external factors.

2020 Base Salary Decisions

As previously noted, in response to the impact of the COVID-19 pandemic, the Board implemented base salary reductions of 25% for the Chief Executive Officer and 20% for other executive officers, which extended from March 16, 2020 through July 6, 2020.

 

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  COMPENSATION DISCUSSION AND ANALYSIS  

 

2019 Base Salary Decisions

In February 2019,June 2020, we announced a strategic realignment of our Travel Solutions business to fully combine our airline and agency-focused businesses, with the goal of providing a stronger, more seamless experience for our customers. As a result of this realignment, Mr. Shirk took on additional responsibilities in his role as President of the newly realigned business, including overseeing all aspects of our agency and airline-focused business segments including product management, global product development, sales, and account management, delivery and professional services, as well as strategy. Mr. Jones was designated Executive Vice President and Chief Product Officer, with the responsibility of overseeing a centralized product management and marketing organization that will help customers maximize the value of their content by delivering a brand-consistent customer experience across all channels. Mr. Moore was promoted to Executive Vice President and Chief Technology Officer, with the responsibility of building world-class software products for customers, embracing a unified approach to all product development efforts, and driving our technology transformation. In connection with the realignment, the Compensation Committee reviewed theincreased Messrs. Shirk’s, Jones’ and Moore’s base salaries, of our executive officers, including our named executive officers,on an annualized basis, from $690,000 to $705,000, from $567,500 to $625,000, and approved the following base salaries,from $460,000 to $530,000, respectively, effective April 2019:

Named Executive Officer  Base Salary  

Sean Menke

$

975,000

Douglas Barnett

$

705,000

Wade Jones

$

567,500

David Shirk

$

690,000

Cem Tanyel

$

510,000

As noted above, the Compensation Committee considered several factors in approving these base salaries, including an assessment of competitive market data and each executive officer’s contributions towards meeting our financial objectives, as well as the objective of moving certain executives’ base salaries closer to the median of the competitive market for similarly-situated executives at the companies in our compensation peer group.July 6, 2020.

The base salaries paid to our named executive officers during 20192020 are set forth in the “2019“2020 Summary Compensation Table” below.

Annual Incentive Compensation

We use annual incentive compensation to support and encourage the achievement of our specific annual corporate and business segment goals as reflected in our annual operating plan. Each year, our officers at the level of senior vice president or above, which includes our named executive officers, are eligible to receive annual cash incentive payments under theour Executive Incentive Program, or EIP.

Typically, at the beginning of the fiscal year the Compensation Committee approves the terms and conditions of the EIP for the year, including the selection of one or more performance measures as the basis for determining the funding of annual cash incentive payments for the year. Subject to available funding, the EIP provides cash incentive payments based upon our achievement as measured against thepre-established target levels for these performance measures.

Annual Cash Incentive Opportunities

For purposes of the 20192020 EIP, the annual cash incentive opportunity for each of our eligible executive officers, including our named executive officers, was expressed as a percentage of his or her base salary paid during 20192020 and was as follows:

 

 

Named Executive Officer

 

 

 

2019     2020 Cash Incentive Opportunity      

(as a percentage of base salary) 

 

 

Potential Payout

 

 

 

Sean Menke

 

 

  

 

 

 

 

 

150

 

 

 

%

 

 

 

 

         0% to 200% of opportunity

 

 

Douglas Barnett

 

 

   

 

 

100

 

 

%

 

 

 

  0% to 200% of opportunity

 

 

Wade Jones

 

 

   

 

 

85

 

 

%

 

 

 

  0% to 200% of opportunity

 

 

David ShirkMoore

 

 

   

 

 

9579

 

 

%(1)

 

 

 

  0% to 200% of opportunity

 

 

Cem TanyelDavid Shirk

 

   

 

8097

 

%(2)

 

 

  0% to 200% of opportunity

 

 

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      COMPENSATION DISCUSSION AND ANALYSIS  

 

(1)

Prorated percentage. In connection with Mr. Moore’s additional responsibilities, his cash incentive opportunity was increased from 70% to 85%, effective June 8, 2020. The Compensation Committee did not change Mr. Moore’s cash incentive opportunity in March 2021 from the target level of 85%.

(2)

Prorated percentage. In connection with Mr. Shirk’s additional responsibilities, his cash incentive opportunity was increased from 95% to 100%, effective June 8, 2020. The Compensation Committee did not change Mr. Shirk’s cash incentive opportunity in March 2021 from the target level of 100%.

The annual cash incentive opportunities were established by the Compensation Committee based on its consideration of various factors such as each executive officer’s contribution towards meeting our financial objectives, his or her qualifications, knowledge, experience, tenure, and scope of responsibilities, his or her past performance as against individual goals, his or her future potential, the recommendations of our CEO (with respect to the other executive officers), competitive market data and practices, our desired compensation position with respect to the competitive market, internal equity, and internal equity.external factors.

Corporate Performance Measures and Weights

For 2019,As noted above, the Compensation Committee chose the following asinitially approved performance measuresmetrics for the annual cash incentive plan consisting of revenue (25% of funding formula) and Pre-Tax and Pre-VCP/EIP Adjusted EPS (75% of funding formula).

The onset of the global COVID-19 pandemic, as well as government directives enacted to slow the spread of the virus, immediately and severely affected the global travel industry beginning in mid-March 2020, which materially decreased our transaction-based revenue across our business, as compared to 2019. Our 2020 revenue was further negatively impacted by significantly increased cancellation activity. Compared to 2019, our total consolidated revenue for 2020 dropped 66%, driven by unprecedented reductions in global air, hotel and other travel bookings due to the COVID-19 pandemic, and our named executive officers:Adjusted EPS for 2020 dropped 415%.    

Given the scope of this direct and unprecedented impact, the metrics initially selected for the annual cash incentive plan for 2020 became almost immediately unattainable. As a result, the Compensation Committee replaced these metrics in May 2020 with an expense reduction metric, based on our achievement of at least $260 million of expense reductions in 2020; failure to meet this expense reduction target would have resulted in no payment of the annual cash incentive for 2020. The Compensation Committee selected this objective metric early in 2020, given our focus on controlling costs and its importance in stabilizing our business and our cash position, as well as enhancing the profitability of our cost structure after recovery from the pandemic, rather than choosing to exercise discretion regarding the payout of the annual cash incentive at the end of the performance period. The Compensation Committee also capped the payout potential at 50% of the original target annual cash incentive opportunity. The Compensation Committee also provided that any payments under the annual cash incentive plan for 2020 would be made in December 2020.

In December 2020, the Compensation Committee determined that the expense reductions for 2020 were approximately $355 million, resulting in a payout percentage of 50%. In addition to helping to improve our cash position in 2020, these expense reductions are expected to reduce our go-forward annual costs by approximately $200 million, which would represent a significant improvement in our EBITDA margin versus 2019, all else equal. Accordingly, in December 2020, the Compensation Committee approved the cash

 

    2019 Performance Measure

Explanation

Reason for Selection

Pre-Tax andPre-VCP/EIP Adjusted EPS

Adjusted net income from continuing operations per share for 2019, excluding the impact of taxes and our annual incentive plans(1)

An important indicator of overall business performance

Revenue

Revenue for 2019

A key indicator of our overall growth

(1)

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

Pre-Tax andPre-VCP/EIP Adjusted EPS excludes the impact of taxes and amounts payable pursuant to the EIP and the Sabre Corporation Variable Compensation Plan (“VCP”), our annual incentive compensation for employees below the level of senior vice president. The Compensation Committee utilizedPre-Tax andPre-VCP/EIP Adjusted EPS as a performance measure for the EIP for 2018 and 2019 based on its belief that Adjusted EPS better aligns with our bottom-line results and stockholder value creation, while the Compensation Committee excluded the impact of taxes from Adjusted EPS to mitigate the uncertainties related to effective tax rates. In addition, the Compensation Committee used these corporate-wide measures for each of our executive officers, rather than providing business-unit metrics for executive officers with business line responsibility. The Compensation Committee believes that this approach helps foster company teamwork and further aligns our executive officers with a “One Sabre” viewpoint.

The following table illustrates information regarding the EIP performance measures (revenue amounts in billions).

 

  Performance Metric

 

 

 

Weighting

 

 

 

Threshold 
Goal

 

 

 

Target 

Goal

 

 

 

Maximum 
Goal

 

Pre-Tax andPre-VCP/EIP Adjusted EPS

 

  

 

 

 

 

 

 

75

 

 

 

 

%

 

 

 

  

 

$

 

 

 

1.31

 

 

 

 

 

  

 

$

 

 

 

1.54

 

 

 

 

 

  

 

$

 

 

 

1.93

 

 

 

 

 

Revenue

 

   

 

25

 

%

 

  $

 

3.8796

 

 

  $

 

4.0388

 

 

  $

 

4.2880

 

 

The 2019Pre-Tax andPre-VCP/EIP Adjusted EPS performance measure was lower than the 2018 performance measure, as it reflected the impact of increased technology operating expenses, with a corresponding decline in technology capitalized expenditures, due to the increase in the expensed portion of our total technology spend. This shift in technology expenditures had no impact on the level of our total

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  COMPENSATION DISCUSSION AND ANALYSIS  

 

technology spend or Free Cash Flow and was driven by the execution of our technology strategy, including our cloud migration, mainframe offload and utilization of agile development methods, which increased the expensed portion of our total technology spend.

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

2019 Annual Cash Bonus Decisions

The Compensation Committee determined that we achieved 39.8% of ourPre-Tax andPre-VCP/EIP Adjusted EPS target and 73.4% of our revenue target, which resulted in a funding amount of 48.2%. After consideration of outside factors, including the insolvency of Jet Airways, the Compensation Committee set a payout percentage of 55%. Accordingly, in February 2020, the Compensation Committee approved the cash incentive payments under the 2019revised 2020 EIP for our named executive officers at the 55%50% payout level as follows:

 

  

Named Executive Officer

 

 

2019
Target
Cash Bonus
Opportunity

 

 

 

2019 Actual
Cash Bonus Payment 

 

 

 

2019 Actual Cash
Bonus Payment as a 
Percentage of Target
Cash Bonus  Opportunity

 

 

 

2020
Target
Cash Incentive
Opportunity(1) 

 

 

 

2020 Actual
Cash Incentive Payment  

 

 

 

2020 Actual Cash
Incentive Payment as a 
Percentage of Target
Cash Incentive Opportunity 

 

  

Sean Menke

  

 

$

 

 

1,450,171

 

 

 

  

 

$

 

 

797,594

 

 

 

  

 

 

 

 

55

 

 

%

 

  

 

     $

 

 

 

1,462,500     

 

 

 

 

 

  

 

  $

 

 

 

731,251  

 

 

 

 

 

  

 

 

 

 

 

  50

 

 

 

%  

 

 

  

Douglas Barnett

  

 

$

 

 

700,068

 

 

 

  

 

$

 

 

385,037

 

 

 

  

 

 

 

 

55

 

 

%

 

       $

 

 

705,000     

 

 

 

 

    $

 

 

352,500  

 

 

 

 

   

 

 

  50

 

 

%  

 

 

 

Wade Jones

  

 

$

 

 

477,485

 

 

 

  

 

$

 

 

262,616

 

 

 

  

 

 

 

 

55

 

 

%

 

       $

 

 

506,950     

 

 

 

 

    $

 

 

253,475  

 

 

 

 

   

 

 

  50

 

 

%  

 

 

  

David Moore

       $

 

 

392,260     

 

 

 

 

    $

 

 

196,130  

 

 

 

 

   

 

 

  50

 

 

%  

 

 

 

David Shirk

  

 

$

 

 

650,815

 

 

 

  

 

$

 

 

357,948

 

 

 

  

 

 

 

 

55

 

 

%

 

       $683,216         $341,608      50%  
 

Cem Tanyel

  

 

$

 

405,370

 

  

 

$

 

222,953

 

  

 

 

 

55

 

%

(1)

Reflects original target cash incentive opportunity prior to revision of the metrics by the Compensation Committee in May 2020, as well as the effects of the base salary reduction from March 16, 2020 through July 6, 2020, in connection with the COVID-19 pandemic. For Messrs. Jones, Moore and Shirk, also reflects the base salary increase in June 2020.

The cash incentives actually paid to our named executive officers for 20192020 are set forth in the “2019“2020 Summary Compensation Table” below.

Long-Term Incentive Compensation

We have usedlong-term incentive compensation in the form of equity awards as the principal element of our executive compensation program to align the financial interests of our executive officers, including our named executive officers, with those of our stockholders. We also have sought to retain top executive talent and drivelong-term stockholder value creation through the use ofequity-basedlong-termequity-based long-term incentive compensation.

In determining the value of thelong-term incentive compensation opportunities for our executive officers, including our named executive officers, the Compensation Committee considers several factors, including our financial performance, the executive officer’s contribution towards meeting our financial objectives, his or her qualifications, knowledge, experience, tenure, and scope of responsibilities, his or her past performance as against individual goals, his or her future potential, the recommendation of our CEO (with respect to our other executive officers), his or her current equity position (including the value of any unvested equity awards), competitive market data and practices, our desired compensation position with respect to the competitive market, internal equity, and internal equity.external factors.

The Compensation Committee has made annual long-term incentive compensation awards to our executive officers, including our named executive officers, using a “portfolio” mix oftime-based and

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performance-based equity awards. We believe this approach aligns the interests of our executive officers and stockholders, aids in attracting and retaining talent by conforming more closely to the practices among the members of our compensation peer group, and further mitigates excessive risk incentives by ensuring that we provide incentive compensation with diversified performance measures.

20192020 Equity Awards

In February 2019, theThe Compensation Committee approved equity awards in the form of performance-based restricted stock unit awards and time-based options to purchase shares of our common stock to our named executive

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  COMPENSATION DISCUSSION AND ANALYSIS  

officers, which were granted inon March 2019.13, 2020. For 2019,2020, the Compensation Committee set the long-term incentive compensation award value for each named executive officer, with the size of the award value based on the factors discussed above.

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

In light of the significant reduction in our stock price during the onset of the COVID-19 pandemic, the Compensation Committee approved the use of a minimum stock price of $14.00 per share to calculate the number of shares issued for grants under the 2019 Omnibus Plan from March 15, 2020 through July 31, 2020, including in connection with the March 13, 2020 annual grant. The Compensation Committee selected the $14.00 valuation in light of the significant uncertainly in our stock price during this period and its corresponding effect on our share usage under the 2019 Omnibus Plan. The use of this $14.00 valuation had the effect of significantly limiting the number of shares issued to executive officers and other participants during this period.

The equity awards made in March 20192020 were as follows:

 

 

  Named Executive Officer

 

 

 

2019 Equity

Award Value

 

 

 

2019 Amount of
Performance-Based
Restricted Stock Unit 
Awards

 

 

 

2019 Number of 
Stock Options 
Granted 

 

 

  Sean Menke

 

  

 

$

 

 

7,000,000

 

 

 

  

 

 

 

 

270,270

 

 

 

  

 

 

 

 

270,270

 

 

 

 

  Douglas Barnett

 

  

 

$

 

 

2,500,000

 

 

 

  

 

 

 

 

96,525

 

 

 

  

 

 

 

 

96,525

 

 

 

 

  Wade Jones

 

  

 

$

 

 

2,000,000

 

 

 

  

 

 

 

 

77,220

 

 

 

  

 

 

 

 

77,220

 

 

 

 

  David Shirk

 

  

 

$

 

 

2,500,000

 

 

 

  

 

 

 

 

96,525

 

 

 

  

 

 

 

 

96,525

 

 

 

 

 

  Cem Tanyel

 

  

 

$

 

 

1,500,000

 

 

 

  

 

 

 

 

57,915

 

 

 

  

 

 

 

 

57,915

 

 

 

Mr. Menke’s equity award value was $7,000,000 and $8,400,000 in 2019 and 2018, respectively. In determining Mr. Menke’s 2019 equity award value, the Compensation Committee considered the items discussed above. In determining Mr. Menke’s 2018 equity award value, the Compensation Committee not only considered the items discussed above, but also incrementally considered the benefits of providing him with a meaningful long-term incentive opportunity that would only be realized if he were able to successfully execute on our strategies that would enable us to complete the transformations in our business initiated in 2017 in a way that was recognized by the marketplace and reflected in our stock price. For the 2018 equity award value, the Compensation Committee also took into consideration that, as a new chief executive, Mr. Menke’s prior long-term incentive compensation opportunities had been positioned below the market median for similarly-situated executives and that, based on his efforts to transform the fundamental aspects of our business, he had demonstrated leadership qualities that instilled confidence in the Compensation Committee that he was the right person to guide us through the business transformation.

 

  Named Executive Officer

 

 

 

2020 Equity

Award Value 

 

 

 

2020 Amount of
Performance-Based
Restricted Stock Unit 
Awards

 

 

 

2020 Number of 
Stock Options 
Granted 

 

 

  Sean Menke

 

  

 

$

 

 

7,000,000  

 

 

 

  

 

 

 

 

420,420

 

 

 

  

 

 

 

 

420,420

 

 

 

 

  Douglas Barnett

 

  

 

$

 

 

1,500,000  

 

 

 

  

 

 

 

 

90,090

 

 

 

  

 

 

 

 

90,090

 

 

 

 

  Wade Jones

 

  

 

$

 

 

1,000,000  

 

 

 

  

 

 

 

 

60,060

 

 

 

  

 

 

 

 

60,060

 

 

 

 

  David Moore

 

  

 

$

 

 

1,000,000  

 

 

 

  

 

 

 

 

60,060

 

 

 

  

 

 

 

 

60,060

 

 

 

 

 

  David Shirk

 

  

 

$

 

 

2,000,000  

 

 

 

  

 

 

 

 

120,120

 

 

 

  

 

 

 

 

120,120

 

 

 

20192020 Performance-Based Restricted Stock Unit Awards

In 2018,After carefully considering investor feedback, as well as market compensation factors, the Compensation Committee substantially modifiedinitially approved the design offollowing structure for the performance-based restricted stock unit awards granted to our named executive officers in 2018,March 2020, as discussed below. Given this substantial design change, the Compensation Committee maintained a similar program design for thefollows:

 

 

Adjusted Free Cash Flow performance-based restricted stock unit awards (“FCF PRSUs”). Initially, approximately LOGO   Sabre Corporation    one-half of the performance-based restricted stock unit awards granted in March 2020 Proxy Statementutilized Adjusted Free Cash Flow as the performance measure. For 2020, the FCF PRSUs were designed to include a one-time

transitional approach to facilitate the move from     47one-year
performance measurement and vesting periods to a three-year performance measurement and vesting period. As a result, approximately 16.67% of the FCF PRSUs granted to each named executive officer in March 2020 have a one-year performance measurement period, approximately 33.33% have a two-year performance measurement period, and approximately 50% have a three-year performance measurement period. The FCF PRSUs granted in March 2020 initially had the potential to earn up to 150% of the target number of performance-based restricted stock units based on our actual performance in the applicable performance periods.


  COMPENSATION DISCUSSION AND ANALYSIS  

 

performance-based restricted stock unit awards granted to our

Adjusted EBITDA performance-based restricted stock unit awards (“EBITDA PRSUs”). Initially, approximately one-half of the performance-based restricted stock unit awards granted to the named executive officers in 2019. After considering stockholder feedback, the Compensation Committee approved changes to our performance-based restricted stock unit awards granted to our named executive officers in 2020. See “2020 Executive Compensation Program.”

In 2018 and 2019, our executive officers were focused on executing our key near-term strategies as underpinned by a detailed set of prioritized initiatives, which were intended to build upon the significant transformations in our business that began in 2017. To ensure continued focus on the successful execution of these strategies and to emphasize the importance of maintaining profitability while we continued to grow our key business segments, the Compensation Committee selected revenue andPre-Tax Adjusted EPS as the performance metrics for the performance-based restricted stock unit awards granted in 2018 and 2019. The Compensation Committee believes that revenue is a strong indicator of overall corporate growth, including growth driven by these key strategies, while the use ofPre-Tax Adjusted EPS serves as an objective measure of our ability to maintain a sustained focus on profitability. The Compensation Committee believes that these metrics each would serve to promote the desired behaviors during this critical period while, at the same time, aligning a significant portion of the equity awards with the long-term interests of our stockholders.

The Compensation Committee considered that the metrics for the 2018 and 2019 performance-based restricted stock unit awards were similar to the metrics chosen for the 2018 and 2019 EIP, as described above. The Compensation Committee, however, believed that, given the challenges posed by our business transformations, the use of these metrics in 2018 and 2019 for both the EIP and the performance-based restricted stock unit awards would help ensure that management’s decision-making would be appropriately focused ontop-line growth in a sustained and reasonable manner in the current business environment, enabling us to successfully execute our key strategies while maintaining our market position in key business segments. The Compensation Committee believed that revenue growth was an important measure for the performance-based restricted stock unit awards as our ability to consistently grow revenue is of crucial importance in maintaining and increasing stockholder value and furthers the shared interests of our executive officers and stockholders. The Compensation Committee believed that this emphasis on revenue growth was balanced by ourPre-Tax Adjusted EPS target, which was intended to ensure that we appropriately managed our operating risks and maintained our focus on profitability while growing our revenue base.

In addition, given the different purposes of the EIP and the performance-based restricted stock unit awards, the Compensation Committee believed that the use of overlapping metrics during 2018 and 2019 was reasonable. The EIP provides cash-based rewards for performance that meets the short-term operational goals established in our annual operating plan. On the other hand, performance-based restricted stock unit awards offer a long-term equity-based incentive, the ultimate value of which depends on the sustained performance of our common stock over a multi-year period. As a result, the performance-based restricted stock unit awards focus our executive officers on longer-term decision-making that the Compensation Committee expects to have a sustained effect on our business growth while maintaining an appropriate level of profitability which, over time, will be reflected in our long-term value.

The Compensation Committee believes that the design of the 2018 and 2019 performance-based restricted stock unit awards, which includes four consecutiveone-year performance periods as described below, maintains an overall long-term focus for the awards since the full value of the award will only be earned if we attain the target performance levels established for each of the four performance years, each of which will progressively take into account the prior year’s performance.

 

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executive officers in March 2020 utilized Adjusted EBITDA as the performance measure. The EBITDA PRSUs were designed to contain three consecutive one-year performance and vesting periods, with the potential to initially earn up to 150% of the target number of performance-based restricted stock units based on our actual performance in each of the three performance periods.

In addition, in selecting fourone-year period performance periods forSubsequent to the 2018 and 2019Compensation Committee’s approval of the program described above, the metrics with respect to outstanding performance-based restricted stock units,unit awards with 2020 performance periods also became almost immediately unattainable for 2020, following the impact of the onset COVID-19 pandemic beginning in mid-March 2020. In addition to the impacts on our revenue and Adjusted EPS described above, the effects of the COVID-19 pandemic resulted in a severe drop in our Free Cash Flow and Adjusted EBITDA. For 2020, our Free Cash Flow and Adjusted EBITDA were negative in 2020 and dropped 279% and 139%, respectively, compared to 2019.

As a result, the Compensation Committee soughtreviewed the metrics with respect to achieve a balance betweenoutstanding performance-based restricted stock unit awards with 2020 performance periods, including the desire to incorporate an objective performance-based component in the long-term incentive compensation opportunities for our executive officers with an acknowledgment of the difficulties inherent in establishing long-term performance goals in an uncertain macroeconomic environment and a dynamic sector of the technology industry. Although the Compensation Committee considered the implications of using aone-year performance period instead of a longer period for its long-term incentive compensation opportunity, it ultimately determined that any related issues were outweighed by the desire to avoid any unintended consequences of motivating the wrong behavior or limiting the effectiveness of the awards as a result of inapplicable long-term goals in future years.

As noted, theapplicable performance-based restricted stock unit awards granted in 2018 and 2019 contain four consecutiveMarch 2020, in the context of the significant uncertainty related to the subsequent impact of the one-yearCOVID-19 pandemic on our 2020 financial results. Based on this review, in July 2020 the Compensation Committee amended outstanding performance-based restricted stock units with 2020 performance periods, which included awards granted in prior years as well as awards granted in 2020, replacing the financial performance metrics with performance criteria and weightings that represented key areas of focus for management in 2020, given the potential to earn up to 150%likely impact of the target number ofCOVID-19 pandemic environment. In connection with this change, the maximum payout for these outstanding performance-based restricted stock unit awards based on our actual performance in each of the four performance periods, subject to continued employment through each vesting date. This actual performance is compared to the target levels for revenue andPre-Tax Adjusted EPS established by the Board of Directors at the beginning of each performance period.

For eachone-year performance period for the performance-based restricted stock units granted in 2019, the performance targets are as follows:

Revenue Performance Metric Vesting (50% of Funding Formula)

           

Percent of Revenue Target Achieved

 <90%

 

 90%

 

 91%

 

 92%

 

 93%

 

 94%

 

 95%

 

 100%

 

 102%

 

 105%

 

           

Percent of Units Eligible for Vesting

 0%

 

 50%

 

 60%

 

 70%

 

 80%

 

 90%

 

 100%

 

 100%

 

 100%

 

 150%

 

Pre-Tax Adjusted EPS Metric Vesting (50% of Funding Formula)

           

Percent ofPre-Tax Adjusted Target Achieved

 <85% 85% 86% 87% 88% 89% 90% 100% 105% 115%
           

Percent of Units Eligible for Vesting

 0% 50% 60% 70% 80% 90% 100% 100% 100% 150%

Our revenue andPre-Tax Adjusted EPS target levels for Sabre as a whole for purposes of the first year of the performance-based restricted stock unit awards granted in 2019 were $4.084 billion and $1.32, respectively. As discussed above with respect to the EIP, thePre-Tax Adjusted EPS target level for the 2019 performance-based restricted stock unit awards takes into account the shift in technology expenditures and is therefore lower than2020 performance period became the target level forof 100%, a reduction from the 2018 performance-based restricted stock unit awards. ThePre-Tax Adjusted EPS target level for the 2019 performance-based restricted stock unit awards was lower than thePre-Tax andPre-VCP/EIP Adjusted EPS target goal for the EIP because the EIP target goal does not take into account VCP/EIP amounts.

In February 2020, the Compensation Committee evaluated the resultsprior maximum payout of our revenue performance for 2019. Based on this review, the Compensation Committee determined that our 2019 revenue andPre-Tax Adjusted EPS resulted in 100% of the units vesting with respect to the first-year performance period of the performance-based restricted stock unit awards granted in 2019 and the second-year performance period of the performance-based restricted stock unit awards granted in 2018.150%.

 

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In February 2021, the Compensation Committee evaluated our achievements regarding the revised 2020 performance criteria, as follows:

  Revised Performance Criteria

Weighting  

Evaluation of Criteria

Achieve expense reduction target for 2020

25%Achieved—$355 million expense reduction for 2020 achieved (compared to target of $260 million)

Maintain our capital structure and liquidity through 2020 in a manner that seeks to provide operational flexibility to manage the business through the COVID-19 pandemic

25%Achieved—Executed multiple actions in 2020 to raise additional liquidity in case the COVID-19 pandemic persists longer than expected, as well as pushed out material debt maturities to extend our liquidity runway

Negotiate a new deal structure for technology infrastructure services that achieves significant incremental cost savings over the contract term

20%Achieved—Signed a contract extension with DXC in August 2020 that provides for significant incremental savings over its multi-year term

Utilize a systemic process to review and address customer concession requests that seeks to minimize disruption to the business

15%Achieved—Implemented a weekly review process for customer concessions, involving key members of management including the Chief Financial Officer and Chief Product Officer

Design programs by the end of 2020 for implementation in 2021 that enable employees to “work from anywhere” (to the extent allowed under local laws) and further our diversity and inclusion initiatives

15%Achieved—Communicated a company-wide program to employees in the fourth quarter of 2020 of a work-from-anywhere strategy for implementation in 2021. Created an Inclusion and Diversity Council, conducted global training on unconscious bias and inclusive leadership, and developed an inclusion and diversity strategy and work plan

Based on this review, the Compensation Committee determined that each of the revised metrics had been achieved. As a result, 100% of the units vested with respect to outstanding performance-based restricted stock units with 2020 performance periods.

20192020 Stock Option Awards

The stock options granted in 2019 vest over four years, with 25% of the shares of our common stock subject to the options vestingnamed executive officers in March 2020 and 6.25%vest over three years, with one-third of these sharesoptions vesting each quarter thereafter.annually beginning in March 2021. The Compensation Committee believes that stock options help further align our executive officers’ interest with those of our stockholders and encourage them to remain with us through the multi-year vesting schedule.

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June 2020 Time-Based Restricted Stock Unit Awards

As discussed above, the Compensation Committee noted that, as a technology solutions provider, Sabre directly competes for executive and key employee talent within the technology industry. The Compensation Committee also considered the tremendous challenges that the travel industry faced in 2020 as a result of the COVID-19 pandemic environment. In particular, the Compensation Committee focused on talent and retention concerns in light of the disparate impact of COVID-19 on Sabre as compared to many other technology companies, potentially providing these companies with a competitive advantage in recruiting our key talent, including the new leadership engaged to help execute our strategic initiatives.

To address retentive vulnerability in the uncertain environment, and to help ensure retention of key talent and business continuity, both of which support stockholder interests, on June 15, 2020 the Compensation Committee granted time-based restricted stock unit awards to our executive officers and certain other employees viewed as critical to the implementation of our strategic initiatives, given the pandemic environment. Due to their nature, these awards were granted in addition to the equity awards granted under our total direct compensation program.

In determining the number of time-based restricted stock units awarded, the Compensation Committee considered employee tenure, position, and total previously awarded equity value. The equity awards granted to the named executive officers in June 15, 2020 were as follows:

  Named Executive Officer

Number of Time-  
Based Restricted  
Stock Units Granted  

  Sean Menke

579,580(1)

  Douglas Barnett

166,983

  Wade Jones

161,637

  David Moore

109,138

  David Shirk

249,319

(1)

Initially, this amount was indicated to be 855,163 restricted stock units. It was subsequently determined that the restricted stock unit grant was inadvertently partially in excess of the individual share limits specified in the 2019 Plan. Specifically, it was determined that the grant in fact provided for a total grant of 579,580 restricted stock units and Mr. Menke has waived any rights to any restricted stock units in excess of that number.

Fifty percent of these awards vest on each of June 15, 2021 and June 15, 2022, subject to continued service through such dates.

For additional information on these equity awards, see the “2019“2020 Summary Compensation Table” and the “2019“2020 Grants of Plan-Based Awards Table” below.

2020 Long-Term Performance-Based Cash Incentive Awards

In March 2020, certain executive officers, excluding our CEO, received long-term performance-based cash incentive awards. These awards are designed to help ensure alignment of participants with our strategic initiatives and intermediate business objectives. The awards will be payable in March 2022 based on the Compensation Committee’s determination of the extent to which our strategic initiatives have been achieved by December 2021, based on criteria for certain strategic deliverables related to creating and

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distributing personalized offers, increasing our footprint in low-cost carrier growth and innovation, implementing an enhanced billing platform, moving our technology transformation forward, and enabling the NDC standard. As noted above, these awards support our strategic initiatives, which form a part of our vision to lead a new marketplace for personalized travel and are intended to increase our addressable market across our business, deliver revenue and share growth, and improve our overall margin structure. These strategic initiatives continue to be a significant focus for us, as we believe that they will help position us favorably on the other side of the COVID-19 pandemic.

The award value for each participant was based on the participant’s position. The long-term performance-based cash incentive awards granted to the named executive officers in 2020 were as follows:

 

  Named Executive Officer

 

 

 

2020 Long-Term  
Performance-Based  
Cash Incentive Award  

 

 

  Sean Menke(1)

  $0
 

  Douglas Barnett

  $2,000,000
 

  Wade Jones

  $1,000,000
 

  David Moore

  $1,000,000
 

  David Shirk

  $2,000,000

(1)

Mr. Menke did not receive a long-term performance-based cash incentive award in 2020.

Health, Welfare, and Other Employee Benefits

We have established a defined contribution or “401(k)” retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. We currently match contributions made to the plan by our employees, including our executive officers, up to 6% of their eligible compensation. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code of 1986 (as amended, the “Code”) so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan.

The 401(k) match was suspended for its executive officers and other U.S.-based employees from March 16, 2020 through December 31, 2020 as a cost-reduction measure in light of the impact of the COVID-19 pandemic.

In addition, we provide other benefits to our executive officers, including our named executive officers, on the same basis as all of ourfull-time employees. These benefits include medical, dental, and vision benefits, medical and dependent care flexible spending accounts,short-term andlong-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage.

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Perquisites and Other Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we provide perquisites and other personal benefits to our executive officers in limited situations where we believe it is appropriate to assist an individual in the

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  COMPENSATION DISCUSSION AND ANALYSIS  

performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. For example, each of our executive officers is eligible to receive financial planning benefits, subject to an annual allowance of up to $5,000 per year. In addition, our executive officers are eligible to participate in our annual physical program. This program provides for an annual executive physical examination in an amount of up to $5,000. The Compensation Committee believes that these personal benefits are a reasonable component of our overall executive compensation program and are consistent with market practices.

In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits for named executive officers will be approved and subject to periodic review by the Compensation Committee.

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  COMPENSATION DISCUSSION AND ANALYSIS  

20202021 Executive Compensation Program

 

The COVID-19 pandemic has continued to significantly impact the travel industry in 2021 and, correspondingly, our financial results, and it continues to be challenging to predict when the post-COVID-19 environment will take effect and how that environment will affect the industry. In light of this ongoing impact and uncertainty, the Compensation Committee sought to implement a 2021 executive compensation program that is designed to address the ongoing need to provide for a competitive executive compensation program that is aligned with stockholders’ interests. In connection with these objectives, the Compensation Committee sought to establish goals that it considered to be appropriate in the continuing COVID-19 pandemic and that are tied to our achievement of internally dependent goals designed to help benefit us in a recovery from the pandemic. As a result, in the first quarter of 2020,2021, the Compensation Committee took certain actions with respect to the 2020 compensation of our named executive officers, including the following:

 

 

Annual cash incentive performance measuresframework.Continued to utilize revenue (25% of funding formula) andPre-Tax andPre-VCP/EIP Adjusted EPS (75% of funding formula) as For the performance measures for 2020 under the EIP. Our executive officers’2021 annual cash incentive opportunitiesprogram, the maximum payout potential will continuebe 100% of the target opportunity, rather than the historical maximum payout potential of 200% of the target opportunity. If our Adjusted Free Cash Flow in 2021 is less than a target amount and if we do not achieve an expense reduction threshold for 2021, the annual cash incentive will not pay out. If these threshold requirements are met, then 50% of the funding formula will be based on the extent to which we meet this expense reduction target, and the remaining 50% of the funding formula will be based on the extent to which we achieve in 2021 specified GDS bookings, passengers boarded, central reservation transactions, and technology transformation goals. To the extent that the payout requirements are met, the 2021 annual cash incentive is expected to be based entirely on corporate-wide measurespaid in 2020.March 2022.

 

 

Long-term incentive awards.Granted long-term incentive.The Compensation Committee granted performance-based restricted stock unit awards in March 2020,2021, after setting the long-term incentive compensation award value for each named executive officer. This award value was divided into separate grants consisting of performance-based restricted stock unit awards, a time-based stock option, and for executive officers other than our CEO, performance-based cash incentive awards, as discussed below.

Adjusted Free Cash Flow performance-based restricted stock unit awards (“FCF PRSUs”). Approximatelyone-halfOne-half of the performance-based restricted stock unit awards grantedwill vest in March 2020 utilize2024, and one-half will vest annually in three equal tranches, beginning in March 2022, subject to the named executive officer’s continued employment through the applicable vesting date. The total number of units eligible to be earned could range from zero to 150% of the number of units granted, depending on the degree to which we achieve expense reduction and Adjusted Free Cash Flow as the performance measure. For 2020, the FCF PRSUs have been designed to includetargets for 2021. If we do not achieve aone-time transitional approach to facilitate the move fromone-year performance measurement periods to a three-year performance measurement period. As a result, approximately 16.67% minimum expense reduction threshold for 2021, none of the FCF PRSUs grantedperformance-based restricted stock units will vest. If this threshold requirement is met, then 50% to each named executive officer in March 2020100% of the target award will have aone-year performance measurement period, approximately 33.33% will have atwo-year performance measurement period, and approximately 50% will have a three-year performance measurement period. The Compensation Committee expects that the FCF PRSUs granted in 2021 will have a three-year performance period. The FCF PRSUs granted in March 2020 have the potential to earn upvest as specified above based on our expense reductions for 2021. Thereafter, 100% to 150% of the target number of performance-based restricted stock unitsaward will vest as specified above based on our actual performance in the applicable performance periods.extent to which we exceed an Adjusted Free Cash Flow target for 2021. In light of the significant ongoing uncertainty

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  COMPENSATION DISCUSSION AND ANALYSIS  

 

 

Adjusted EBITDA performance-based restricted stock unit awards (“EBITDA PRSUs”). Approximatelyone-halfrelated to the subsequent impact of the performance-based restricted stock unit awards granted toCOVID-19 pandemic on our 2021 financial results, the named executive officers in March 2020 utilize Adjusted EBITDA as the performance measure. The EBITDA PRSUs have been designed to contain three consecutiveone-year performance periods, with the potential to earn up to 150% of the target number ofCompensation Committee also amended outstanding performance-based restricted stock units based on our actualwith 2021 and/or 2022 performance in eachperiods to replace the existing financial metrics with the metrics described above; however, the vesting dates of the three performance periods.these awards did not change.

In addition, to help ensure CEO continuity during the implementation of our strategic initiatives, including our technology transformation, in light of the ongoing COVID-19 pandemic environment, the Compensation Committee granted Mr. Menke a time-based restricted stock unit award in March 2021. One-third of this award will vest annually, beginning on March  15, 2022, subject to his continued service through the vesting dates.

Stock options. The time-based stock options granted in March 2020 vest ratably over three years.

Performance-based cash incentive awards. In March 2020, certain executive officers, excluding our CEO, received performance-based cash incentive awards as part of their long-term incentive awards. This incentive award will be payable in March 2022 based on the Compensation Committee’s determination of the extent to which our key strategic initiatives as identified in March 2020 have been achieved by December 2021. The award is designed to reward alignment in delivering on these business initiatives.

Employment Agreements and Offer Letters

 

We have entered into a written employment agreement or offer letter with each of our named executive officers. We believe that these agreements and letters were necessary to induce these individuals to forego other employment opportunities or leave their current employer for the uncertainty of a demanding position in a new and unfamiliar organization.

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In filling these executive positions, the Compensation Committee was aware that it would be necessary to recruit candidates with the requisite experience and skills to manage a growing business in a dynamic andever-changing industry. Accordingly, it recognized that it would need to develop competitive compensation packages to attract qualified candidates in ahighly-competitive labor market. At the same time, the Compensation Committee was sensitive to the need to integrate new executive officers into the executive compensation structure that it was seeking to develop, balancing both competitive and internal equity considerations.

For a description ofadditional information on the employment agreements and offer letters of our named executive officers, see “—Employment Agreements and Offer Letters” below.

Post-Employment Compensation

 

Effective January 1, 2018, weWe have adopted the Sabre Corporation Executive Severance Plan (the “Executive Severance Plan”) for key executives of Sabre. Under the Executive Severance Plan, participants are eligible to receive certain payments and benefits in the event of a termination of their employment by Sabre without “cause” or a termination of employment by the participant for “good reason,” as well as upon “disability” (as each of these terms is defined in the Executive Severance Plan) and death. The Executive Severance Plan is designed to provide post-employment compensation payments and benefits that approximate the termination benefits that executive officers with employment agreements were entitled to receive under their respective agreements. In connection with the adoption of the Executive Severance Plan, Messrs. Menke’s, Jones’ and Shirk’s employment agreements have been amended to provide that any termination of employment of these individuals will be governed by the Executive Severance Plan instead of their respective employment agreements. Messrs. Barnett’s and Tanyel’s offer letters note that they are eligible to participate in the Executive Severance Plan.

We provide these arrangements under the Executive Severance Plan to encourage our named executive officers to work at a dynamic and growing business where theirlong-term compensation largely depends on future stock price appreciation. Specifically, the arrangements are intended to mitigate a potential disincentive for our named executive officers when they are evaluating a potential acquisition of Sabre, particularly when their services may not be required by the acquiring entity. In such a situation, we believe that these arrangements are necessary to encourage retention of our named executive officers through the conclusion of the transaction, and to ensure a smooth management transition. We believe that the

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  COMPENSATION DISCUSSION AND ANALYSIS  

level of benefits provided under these various agreements is consistent with market practice and help us to attract and retain key talent. For additional information, see “—Potential Payments upon Termination or Change in Control” below.

Change-in control payments and benefits for our named executive officers are based on a “double-trigger” arrangement (that is, they require both a change in control of Sabre plus a qualifying termination of employment before payments and benefits are paid).

Other Compensation Policies and Programs

 

Stock Ownership Policy

We maintainhave historically maintained a stock ownership policy for our executive officers and thenon-employee members of our Board of Directors. Under this policy, the individuals who have been designated as an executive officer or Senior Vice President are required to own that number of shares of our common stock with a value equal

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to a specified multiple of their annual base salary divided by the closing price of our common stock on the trading day immediately preceding April 1st of each year.applicable measurement date. As adopted, these base salary multiples are as follows:

 

  Position

  

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

 

 

  Chief Executive Officer

  

Five

 

  Executive Vice Presidents

  

Three

 

  Senior Vice Presidents

  

Two

Shares of our common stock that count towards satisfaction of the guidelines include shares beneficially owned by the individual or immediate family members, shares held in trust for the benefit of the individual or immediate family members, vested shares of restricted stock, vested deferred stock units, restricted stock units or performance share units that may only be settled in shares of stock, and shares acquired as a result of the exercise of vested options to purchase shares of our common stock. Unvested restricted stock awards or restricted stock unit awards, and unexercised stock options do not count towards satisfaction of the guidelines.

In addition, until such time as an executive officer has met his or her specified ownership level, he or she ishas historically been required to retainhold an amount equal to 50% of the net shares of our common stock (i.e., shares remaining after the payment of the exercise price or the tax withholding obligations with respect to an equity award) received as the result of the exercise, vesting, or payment of any equity awards granted to him or her.

In the case of thenon-employee members of our Board of Directors, each individual is required to own that number of shares of our common stock with a market value equal to five times his or her annual retainer divided by the closing price of our common stock on applicable measurement date.

Our traditional measurement date is the trading day immediately preceding April 1st of each year.

Our executive officers Given the significant uncertainty in the global travel industry in connection with the COVID-19 pandemic and thenon-employee members of significant volatility in our Board of Directors are required to meet thesestock price, the Compensation Committee did not measure ownership requirements within five years oflevels in 2020 and suspended the later of (1) April 17, 2014 (the effective date of our initial public offering) or (2) becoming an executive officer ornon-employee member of our Board of Directors, as applicable.

As of the most recent measurement date, April 1, 2019, each of our executive officers has met their stock ownership50% holding requirement or is on track to attain his or her share target by the applicable required date.through July 2021. The Compensation Committee believes that this stockwill

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continue to monitor economic conditions and our financial results and intends to measure ownership alignslevels in the financial interests of our executive officersfuture, with those of our stockholders.any adjustments to the policy deemed appropriate by the Compensation Committee.

Compensation Recovery Policy

The Compensation Committee has adopted an executive compensation recovery policy (often referred to as a “clawback” policy). The policy addresses when the Compensation Committee will be authorized to cause us to seek to recover erroneously-awarded incentive compensation in the event of an accounting restatement due to material noncompliance with any financial reporting requirements under the federal securities laws. The policy applies to any current or former Section 16 officer during a three-year look-back period. We will further review this policy once the SEC adopts final rules implementing the requirement of Section 954 of theDodd-Frank Act.

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  COMPENSATION DISCUSSION AND ANALYSIS  

Derivatives Trading and Hedging and Pledging Policies

We have adopted a general Insider Trading Policy that provides that employees that are recipients of equity grants, as well as individuals that have been designated as insiders, including executive officers and members of our Board of Directors, may not enter into hedging or monetization transactions, includingzero-cost collars, equity swaps, exchange fund and forward sale contracts. Similarly, our Insider Trading Policy generally prohibits these individuals from pledging any of their shares of our common stock as collateral for a loan or other financial arrangement.

Equity Award Grant Policy

We maintain a formal policy for the timing of equity awards. The policy provides that our annual grant pool is approved at a meeting of the Compensation Committee held in the first quarter of each fiscal year and awards are granted on the 15th day of the third month of our fiscal year or if such day is not a business day, the first business day immediately preceding such day. In addition to our annual grant pool, we may grant equity awards to our named executive officers at other times during the year in recognition of special events, such as promotions.promotions, or for retention or other business purposes. Under our equity grant policy, all awards to our executive officers must be granted by the Compensation Committee. Awards to newly electednon-employee directors will be granted on the date of the meeting of our Board of Directors at which the new director is elected. If the specified grant date falls on anon-business day, the grant date will be the first business day immediately preceding that day. All stock options must be granted at an option price not less than the “fair market value” of a share of our common stock on the grant date.

Tax and Accounting Considerations

 

Deductibility of Compensation

Section 162(m) of the Code generally disallows for public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to the chief executive officer, chief financial officer, and each of the three other mosthighly-compensated executive officers in any taxable year. Prior to January 1, 2018, remuneration in excess of $1 million could in general be deducted if it qualified as “qualifiedperformance-based compensation” within the meaning of the Code. The Tax Cuts and Jobs Act (the “TCJA”) eliminated the “performance-based” exception, beginning January 1, 2018; however, the TCJA provides a transition rule with respect to remuneration that is provided pursuant to a written binding

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contract that was in effect on November 2, 2017 and that was not materially modified after that date. As a result, compensation paid to our covered executive officers in excess of $1 million in taxable years beginning after December 31, 2017 will not be deductible unless it qualifies for the transition relief described above.

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

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Compensation Committee may approve compensation for the named executive officers that does not comply with an exemption from the deduction limit when it believes that such compensation is consistent with the goals of our executive compensation program and is in the best interests of Sabre and our stockholders.

“Golden Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of Sabre that exceeds certain prescribed limits, and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any named executive officer, with a“gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2019,2020, and we have not agreed and are not otherwise obligated to provide any named executive officer with such a“gross-up” or other reimbursement.

Accounting forStock-Based Compensation

We follow ASC Topic 718 for ourstock-based compensation awards, which requires companies to measure the compensation expense for allshare-based payment awards made to employees and directors, including stock options, stock appreciation rights and other awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our employees, including our executive officers, and directors may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of theirstock-based compensation awards in their income statements over the period that an employee or director is required to render service in exchange for the stock option, stock appreciation right, or other award.

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Compensation Committee Report

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with our management, which has the responsibility for preparing the Compensation Discussion and Analysis. Based upon this review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form10-K filed with the SEC for the fiscal year ended December 31, 2019.2020.

COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS

John Siciliano, Chair

Gary Kusin Chair

Joseph Osnoss

Karl Peterson

Zane Rowe

 

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  EXECUTIVE COMPENSATION      

  EXECUTIVE COMPENSATION  

 

EXECUTIVE COMPENSATION

 

20192020 Summary Compensation Table

 

The following table sets forth the compensation paid to, received by, or earned during fiscal years 2020, 2019 2018 and 20172018 by our named executive officers:

 

 
Name and
Principal
Position
 Fiscal
Year
 

Salary

($)

 Bonus
($)(3)
 

Stock

Awards

($)(4)

 

Option
Awards

($)(4)

 Non-Equity
Incentive Plan
Compensation
($)(5)
 All Other
Compensation
($)(6)
 

Total

($)

 

  Fiscal  

Year

 

    Salary    

($)(3)

 

    Bonus    

($)(4)

 

Stock

Awards

($)(5)

 

Option
Awards

($)(5)

 

 

Non-Equity
Incentive Plan
  Compensation  

($)(6)

 

All Other
  Compensation  

($)(7)

 

Total

($)

 

Sean Menke

          

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

President and CEO

  

 

 

 

 

2019

 

 

 

  

 

$

 

 

966,346

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

5,770,265

 

 

 

  

 

$

 

 

1,229,729

 

 

 

  

 

$

 

 

797,594

 

 

 

  

 

$

 

 

21,155

 

 

 

  

 

$

 

 

8,785,089

 

 

 

  

 

 

 

2020

 

  

 

$

 

937,500

 

  

 

 

 

—  

 

  

 

$

 

8,416,937

 

  

 

$

 

449,849

 

  

 

$

 

731,251

 

  

 

$

 

27,523

 

  

 

$

 

10,563,060 

 

 

 

 

 

 

2018

 

 

 

  

 

$

 

 

943,269

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

7,044,225

 

 

 

  

 

$

 

 

1,355,765

 

 

 

  

 

$

 

 

1,414,904

 

 

 

  

 

$

 

 

14,182

 

 

 

  

 

$

 

 

10,772,345

 

 

 

 

 

 

 

2019

 

  

 

$

 

966,346

 

  

 

 

 

—  

 

  

 

$

 

5,770,265

 

  

 

$

 

1,229,729

 

  

 

$

 

797,594

 

  

 

$

 

21,155

 

  

 

$

 

8,785,089 

 

  2017  $844,231     $4,258,891  $741,097  $1,025,741  $50,973  $6,920,933  

 

 

 

2018

 

  

 

$

 

943,269

 

  

 

 

 

—  

 

  

 

$

 

7,044,225

 

  

 

$

 

1,355,765

 

  

 

$

 

1,414,904

 

  

 

$

 

14,182

 

  

 

$

 

10,772,345 

 

 

Douglas Barnett(1)

                  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Executive Vice President and Chief Financial Officer

  

 

 

 

 

2019

 

 

 

  

 

$

 

699,808

 

  

 

 

 

 

 

 

 

  

 

$

 

 

2,060,809

 

 

 

  

 

$

 

 

439,189

 

 

 

  

 

$

 

 

385,037

 

 

 

  

 

$

 

 

22,196

 

 

 

  

 

$

 

 

3,607,039

 

 

 

  

 

 

 

2020

 

  

 

$

 

688,731

 

  

 

 

 

—  

 

  

 

$

 

2,166,466

 

  

 

$

 

96,396

 

  

 

$

 

352,500

 

  

 

$

 

10,513

 

  

 

$

 

3,314,606 

 

  2018  $291,923  $500,000  $3,629,255  $620,739  $291,923  $13,591  $5,347,431  

 

 

 

2019

 

  

 

$

 

699,808

 

  

 

 

 

—  

 

  

 

$

 

2,060,809

 

  

 

$

 

439,189

 

  

 

$

 

385,037

 

  

 

$

 

22,196

 

  

 

$

 

3,607,039 

 

Wade Jones

                

Executive Vice President Sabre and President, Travel Network

  

 

 

 

 

2019

 

 

 

  

 

$

 

561,442

 

  

 

 

 

 

 

 

 

  

 

$

 

 

1,648,647

 

 

 

  

 

$

 

 

351,351

 

 

 

  

 

$

 

 

262,616

 

 

 

  

 

$

 

 

17,054

 

 

 

  

 

$

 

 

2,841,110

 

 

 

  2018  

 

$

 

536,539

 

     $2,096,507  $403,504  $456,058  $17,004  $3,509,612

Executive Vice President and Chief Financial Officer

 

 

 

 

2018

 

  

 

$

 

291,923

 

  

 

$

 

500,000  

 

  

 

$

 

3,629,255

 

  

 

$

 

620,739

 

  

 

$

 

291,923

 

  

 

$

 

13,591

 

  

 

$

 

5,347,431 

 

 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Executive Vice President and Chief Product Officer

  

 

 

 

2020

 

  

 

$

 

583,154

 

  

 

 

 

—  

 

  

 

$

 

1,870,982

 

  

 

$

 

64,264

 

  

 

$

 

253,475

 

  

 

$

 

8,448

 

  

 

$

 

2,780,323 

 

 

 

 

 

2019

 

  

 

$

 

561,442

 

  

 

 

 

—  

 

  

 

$

 

1,648,647

 

  

 

$

 

351,351

 

  

 

$

 

262,616

 

  

 

$

 

17,054

 

  

 

$

 

2,841,110 

 

 

 

 

 

2018

 

  

 

$

 

536,539

 

  

 

 

 

—  

 

  

 

$

 

2,096,507

 

  

 

$

 

403,504

 

  

 

$

 

456,058

 

  

 

$

 

17,004

 

  

 

$

 

3,509,612 

 

 

David Moore(1)

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Executive Vice President and Chief Technology Officer

  

 

 

 

2020

 

  

 

$

 

484,385

 

  

 

 

 

—  

 

  

 

$

 

1,425,790

 

  

 

$

 

64,264

 

  

 

$

 

196,130

 

  

 

$

 

6,873

 

  

 

$

 

2,177,442 

 

 

David Shirk(2)

                  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Executive Vice President, Sabre and President, Travel Solutions

  

 

 

 

 

2019

 

 

 

  

 

$

 

 

684,808

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

2,060,809

 

 

 

  

 

$

 

 

439,189

 

 

 

  

 

$

 

 

357,948

 

 

 

  

 

$

 

 

25,843

 

 

 

  

 

$

 

 

3,568,597

 

 

 

  

 

 

 

2020

 

  

 

$

 

681,577

 

  

 

 

 

—  

 

  

 

$

 

3,114,825

 

  

 

$

 

128,528

 

  

 

$

 

341,608

 

  

 

$

 

18,707

 

  

 

$

 

4,285,245 

 

 

 

 

 

 

2018

 

 

 

  

 

$

 

 

637,039

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

3,330,470

 

 

 

  

 

$

 

 

669,535

 

 

 

  

 

$

 

 

569,768

 

 

 

  

 

$

 

 

29,782

 

 

 

  

 

$

 

 

5,236,594

 

 

 

 

 

 

 

2019

 

  

 

$

 

684,808

 

  

 

 

 

—  

 

  

 

$

 

2,060,809

 

  

 

$

 

439,189

 

  

 

$

 

357,948

 

  

 

$

 

25,843

 

  

 

$

 

3,568,597 

 

  2017  $334,615  $75,000  $3,080,437  $519,559  $459,000  $12,763  $4,481,374  

 

 

 

2018

 

  

 

$

 

637,039

 

  

 

 

 

—  

 

  

 

$

 

3,330,470

 

  

 

$

 

669,535

 

  

 

$

 

569,768

 

  

 

$

 

29,782

 

  

 

$

 

5,236,594 

 

Cem Tanyel(1)

                

Executive Vice President, Sabre and President, Airline Solutions

  

 

 

 

2019

 

  

 

$

 

506,539

 

  

 

 

 

 

  

 

$

 

1,236,485

 

  

 

$

 

263,513

 

  

 

$

 

222,954

 

  

 

$

 

167,441

 

  

 

$

 

2,396,932

 

 

 

(1)

Mr. Barnett joined us as our Executive Vice President and Chief Financial Officer effective July 23, 2018, and Mr. Tanyel joined us as ourMoore was promoted to Executive Vice President Sabre and President, Airline Solutions,Chief Technology Officer effective September 10, 2018.June 8, 2020.

 

(2)

Effective July 23, 2018, Mr. ShirkShirk’s title was promotedchanged from Executive Vice President, Sabre and President, Airline Solutions to Executive Vice President, Sabre and President, Travel Solutions.Solutions, and effective June 8, 2020, Mr. Jones’ title was changed from Executive Vice President, Sabre and President, Travel Network to Executive Vice President and Chief Product Officer.

 

(3)

Reflects reduction in base salary from March 16, 2020 through July 6, 2020 as a result of the unprecedented impact of the COVID-19 pandemic on the travel industry and our business, as described above.

(4)

The amountsamount reported in the “Bonus” column representrepresents asign-on bonus paid in 2018 to Mr. Barnett and asign-on bonus paid in 2017 to Mr. Shirk.Barnett.

 

(4)(5)

The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of the stock-based awards granted to our named executive officers in the years indicated, as computed in accordance with ASC Topic 718, disregarding the impact of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 13,14, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, 2019.2020. Note that the amounts reported in these columns reflect the accounting cost for these stock-based awards, and do not correspond to the actual economic value that may be received by our named executive officers from these awards. Also, amounts reflect the use of a minimum stock price of $14.00 per share to calculate the number of shares issued for grants under the 2019 Omnibus Plan from March 15, 2020 through July 31, 2020, including in connection with the March 13, 2020 annual grant, in light of the significant uncertainly in our stock price during this period and its corresponding effect on our share usage under the 2019 Omnibus Plan; the use of this $14.00 valuation had the effect of significantly limiting the number of shares issued to executive officers and other participants during this period. In addition, in July 2020, the Compensation Committee amended outstanding performance-based restricted stock units with 2020 performance periods, which included awards granted in prior years as well as awards granted in 2020, replacing the financial performance metrics with performance criteria and weightings that represented key areas of focus for management in 2020. See “—2020 Performance-Based Restricted Stock

 

(5)
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Unit Awards.” Due to the nature of the terms of these modified awards, no grant date has been established under ASC Topic 718 and therefore a grant date fair value could not be calculated and included in the “Stock Awards” column with respect to these awards as of December 31, 2020.

(6)

The amounts reported in the“Non-Equity Incentive Plan Compensation” column represent the amounts paid to our named executive officers for the years indicated pursuant to the EIP. For a discussion of this plan, see “—Compensation Elements of Total Direct Compensation—Annual Incentive Compensation” above.

 

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(6)(7)

The amounts reported in the “All Other Compensation” column are described in more detail in the following table. The amounts reported for perquisites and other personal benefits represent the actual incremental cost incurred by us in providing these benefits to the indicated named executive officer.

 

Name Year Group
Term Life
Insurance
Premiums
 Executive
Physical
Examination
 Financial
Planning
Services
 Relocation(b) Section
401(k) Plan
Matching
Contribution
 

Tax

Gross-Up(c)

 Other(d) Total   Year   

 

Group

  Term Life  

Insurance

  Premiums  

 Executive
Physical
  Examination  
 

Financial
  Planning  

Services

 

 

Section
401(k) Plan
Matching
  Contribution  

 

Tax

  Gross-Up(c)  

   Other(d)   Total
 

Sean Menke

  

 

 

 

 

2019

 

 

 

  

 

$

 

 

958

 

 

 

  

 

$

 

 

3,697

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

16,500

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

21,155 

 

 

 

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

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

 

 

 

 

2018

 

 

 

  

 

$

 

 

932

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

5,000

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

8,250

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

14,182 

 

 

 

   2018  $932     $5,000  $8,250        $14,182 
  

 

 

 

 

2017

 

 

 

  

 

$

 

 

832

 

 

 

  

 

$

 

 

3,132

 

 

 

  

 

$

 

 

5,000

 

 

 

  

 

$

 

 

32,515

 

 

 

  

 

$

 

 

9,494

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

50,973 

 

 

 

 

Douglas Barnett

  

 

 

 

 

2019

 

 

 

  

 

$

 

 

696

 

 

 

  

 

$

 

 

5,000

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

16,500

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

22,196 

 

 

 

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

 

 

 

 

2018

 

 

 

  

 

$

 

 

696

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

3,074

 

 

 

  

 

$

 

 

9,821

 

 

 

  

 

$

 

 

13,591 

 

 

 

 

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

   2018  $696           $3,074  $9,821  $13,591 
 

Wade Jones

  

 

 

 

 

2019

 

 

 

  

 

$

 

 

554

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

16,500

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

17,054 

 

 

 

   2020  $572        $7,876        $8,448 
 

   2019  $554        $16,500        $17,054 
 

   2018  $504        $16,500        $17,004 
 

David Moore

   2020  $464        $6,369  $10  $30  $6,873 
  

 

 

 

 

2018

 

 

 

  

 

$

 

 

504

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

16,500

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

17,004 

 

 

 

 

David Shirk

  

 

 

 

 

2019

 

 

 

  

 

$

 

 

680

 

 

 

  

 

$

 

 

2,963

 

 

 

  

 

$

 

 

5,000

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

16,500

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

700

 

 

 

  

 

$

 

 

25,843 

 

 

 

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

 

 

 

 

2018

 

 

 

  

 

$

 

 

605

 

 

 

  

 

$

 

 

3,127

 

 

 

  

 

$

 

 

8,850

 

 

(a)

 

 
  

 

 

 

 

 

 

 

  

 

$

 

 

16,500

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

700

 

 

 

  

 

$

 

 

29,782 

 

 

 

 
  

 

 

 

 

2017

 

 

 

  

 

$

 

 

595

 

 

 

  

 

$

 

 

3,889

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

8,279

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

12,763 

 

 

 

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

Cem Tanyel

  

 

 

 

 

2019

 

 

 

  

 

$

 

 

504

 

 

 

  

 

$

 

 

4,308

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

146,129

 

 

 

  

 

$

 

 

16,500

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

167,441 

 

 

 

 

   2018  $605  $3,127  $8,850(b)   $16,500     $700  $29,782 

 

 (a)

Represents financial planning services reimbursed to Mr. Menke in 2020 for services provided in the amounts of $5,000 in each of 2019 and 2020.

(b)

Represents financial planning services reimbursed to Mr. Shirk in 2018 for services provided in the amounts of $3,850 and $5,000 in 2017 and 2018, respectively.

 

 (b)(c)

For Mr. Menke,2020, represents amount paid in connection with his joining us in October 2015 as our Executive Vice President, Sabre and President, Travel Network, and pursuant to the terms and conditions of his employment agreement, wea years-of-service award received. For 2018, represents amounts paid Mr. Menke the reported amount to reimburse him for the costs associated with his relocation to Dallas, Texas. For Mr. Tanyel, in connection with his joining us in September 2018 as our Executive Vice President and President, Airline Solutions, we paid Mr. Tanyel the reported amount to reimburse him for the costs associated with his relocation to Southlake, Texas.

(c)

Paid in connection with the reimbursement of Mr. Barnett’s reasonable attorneys’ fees and disbursements incurred by him in connection with the negotiation of his offer letter.

 

 (d)

For 2020, represents a years-of-service award received. For Mr. Barnett, 2018 amounts represent (i) reimbursement of $9,552 for his reasonable attorneys’ fees and disbursements incurred by him in connection with the negotiation of his offer letter, per the terms of his offer letter, and (ii) contributions of $269 to his Health Savings Account. For Mr. Shirk, 2018 and 2019 amounts represent contributions of $700 to his Health Savings Account.

 

78| LOGO   Sabre Corporation    20202021 Proxy Statement        57


  EXECUTIVE COMPENSATION      

  EXECUTIVE COMPENSATION  

 

20192020 Grants ofPlan-Based Awards Table

 

The following table sets forth, for each of our named executive officers, theplan-based awards granted to him or her during 2019.2020.

 

Name

 

 Grant

Type

 

 

Grant

Date

 

 

Approval
Date(1)

 

 

Estimated
Future
Payouts
Under
Non-
Equity
Incentive
Plan
Awards
(Target)
($)(2)

 

 

Estimated
Future
Payouts
Under
Non-
Equity
Incentive
Plan
Awards
(Maximum)
($)(2)

 

 

Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards
(Target)

(#)(3)

 

 

Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards
(Maximum)
(#)(3)

 

 

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(4)

 

 

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

 

 

Grant
Date
Fair Value
of Stock
and
Option
Awards
($)(5)

 

 

 Grant
Type

 

 

Grant
Date

 

  

Approval
Date(1)

 

  

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

 

  

Estimated
Future
Payouts
Under

Non-
Equity
Incentive
Plan
Awards
(Maximum)
($)

 

  

Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards
(Target)
(#)

 

  

Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards
(Maximum)
(#)

 

  

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

 

  

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

 

  

Grant
Date
Fair Value
of Stock
and
Option
Awards
($)(5)

 

 

Sean Menke

 

 

 Annual cash

 incentive

 

        

 

$

 

 

1,450,171

 

 

 

  

 

$

 

 

2,900,342

 

 

 

                

 

 Annual cash

 incentive(2)

 

 

     

 

$

 

 

1,462,500

 

 

 

 

 

 

$

 

2,925,000

 

 

          
 

 

 Stock option

 

  

 

 

 

 

03/15/2019

 

 

 

  

 

 

 

 

02/21/2019

 

 

 

              

 

 

 

 

270,270

 

 

 

  

 

$

 

 

21.35

 

 

 

  

 

$

 

 

1,229,729

 

 

 

 

 

 Stock

 option(3)

 

 

 

 

 

 

03/13/2020

 

 

 

 

 

 

 

 

 

03/06/2020

 

 

 

 

         

 

 

 

 

420,420

 

 

 

 

 

 

 

 

 

$8.33

 

 

 

 

 

 

$

 

 

449,849

 

 

 

 

 

 

 Performance- 

 based RSU

 

  

 

 

 

 

03/15/2019

 

 

 

  

 

 

 

 

02/21/2019

 

 

 

        

 

 

 

 

270,270

 

 

 

  

 

 

 

 

405,405

 

 

 

        

 

$

 

 

5,770,265

 

 

 

 

 

 Performance-  

 based RSU(4)

 

 

 

 

 

 

03/13/2020

 

 

 

 

 

 

 

 

 

03/06/2020

 

 

 

 

     

 

 

 

 

420,420

 

 

 

 

 

 

 

 

 

630,630

 

 

 

 

     

 

$

 

 

3,502,099

 

 

 

 

 

 

 Time-based

 RSU(7)

 

 

 

 

 

 

06/15/2020

 

 

 

 

 

 

 

 

 

05/21/2020

 

 

 

 

     

 

 

 

 

579,580

 

 

 

 

 

 

 

 

 

579,580

 

 

 

 

     

 

$

 

 

4,914,838

 

 

 

 

Douglas Barnett

 

 

 Annual cash

 incentive

 

      

 

$

 

 

700,068

 

 

 

  

 

$

 

 

1,400,136

 

 

 

           

 

 Annual cash

 incentive(2)

 

   

 

$

 

 

705,000

 

 

 

 

 

 

$

 

 

1,410,000

 

 

 

 

     
 

 

 Stock

 option(3)

 

 

 

 

 

 

03/13/2020

 

 

 

 

 

 

 

 

 

03/06/2020

 

 

 

 

     

 

 

 

 

90,090

 

 

 

 

 

 

 

 

 

$8.33

 

 

 

 

 

 

$

 

 

96,396

 

 

 

 

 

 

 Performance- 

 based RSU(4)

 

 

 

 

 

 

03/13/2020

 

 

 

 

 

 

 

 

 

03/06/2020

 

 

 

 

   

 

 

 

 

90,090

 

 

 

 

 

 

 

 

 

135,135

 

 

 

 

   

 

$

 

 

750,450

 

 

 

 

 

 

 Stock option

 

  

 

 

 

 

03/15/2019

 

 

 

  

 

 

 

 

02/21/2019

 

 

 

          

 

 

 

 

96,525

 

 

 

  

 

$

 

 

21.35

 

 

 

  

 

$

 

 

439,189

 

 

 

 

 

 Long-term

 performance- 

 based cash

 incentive(6)

 

 

 

 

 

 

06/15/2020

 

 

 

 

 

 

 

 

 

05/21/2020

 

 

 

 

 

 

$

 

 

2,000,000

 

 

 

 

 

 

$

 

 

2,000,000

 

 

 

 

     
 

 

 Performance- 

 based RSU

 

  

 

 

 

 

03/15/2019

 

 

 

  

 

 

 

 

02/21/2019

 

 

 

      

 

 

 

 

96,525

 

 

 

  

 

 

 

 

144,788

 

 

 

      

 

$

 

 

2,060,809

 

 

 

 

 

 Time-based

 RSU(7)

 

     

 

 

 

 

166,983

 

 

 

 

 

 

 

 

 

166,983

 

 

 

 

   

 

$

 

 

1,416,016

 

 

 

 

Wade Jones

 

 

 Annual cash

 incentive

 

        

 

$

 

 

477,485

 

 

 

  

 

$

 

 

954,970

 

 

 

                

 

 Annual cash

 incentive(2)

 

     

 

$

 

 

506,950

 

 

 

 

 

 

$

 

 

1,013,900

 

 

 

 

          
 

 

 Stock option

 

  

 

 

 

 

03/15/2019

 

 

 

  

 

 

 

 

02/21/2019

 

 

 

              

 

 

 

 

77,220

 

 

 

  

 

$

 

 

21.35

 

 

 

  

 

$

 

 

351,351

 

 

 

 

 

 Stock

 option(3)

 

 

 

 

 

 

03/13/2020

 

 

 

 

 

 

 

 

 

03/06/2020

 

 

 

 

         

 

 

 

 

60,060

 

 

 

 

 

 

 

 

 

$8.33

 

 

 

 

 

 

$

 

 

64,264

 

 

 

 

 

 

 Performance- 

 based RSU

 

  

 

 

 

 

03/15/2019

 

 

 

  

 

 

 

 

02/21/2019

 

 

 

        

 

 

 

 

77,220

 

 

 

  

 

 

 

 

115,830

 

 

 

        

 

$

 

 

1,648,647

 

 

 

 

 

 Performance- 

 based RSU(4)

 

 

 

 

 

 

03/13/2020

 

 

 

 

 

 

 

 

 

03/06/2020

 

 

 

 

     

 

 

 

 

60,060

 

 

 

 

 

 

 

 

 

90,090

 

 

 

 

     

 

$

 

 

500,300

 

 

 

 

David Shirk

 

 

 Annual cash

 incentive

 

      

 

$

 

 

650,815

 

 

 

  

 

$

 

 

1,301,630

 

 

 

          
 

 

 Stock option

 

  

 

 

 

 

03/15/2019

 

 

 

  

 

 

 

 

02/21/2019

 

 

 

          

 

 

 

 

96,525

 

 

 

  

 

$

 

 

21.35

 

 

 

  

 

$

 

 

439,189

 

 

 

 

 

 Long-term

 performance- 

 based cash

 incentive(6)

 

 

 

 

 

 

06/15/2020

 

 

 

 

 

 

 

 

 

05/21/2020

 

 

 

 

 

 

$

 

 

1,000,000

 

 

 

 

 

 

$

 

 

1,000,000

 

 

 

 

          
 

 

 Performance- 

 based RSU

 

  

 

 

 

 

03/15/2019

 

 

 

  

 

 

 

 

02/21/2019

 

 

 

      

 

 

 

 

96,525

 

 

 

  

 

 

 

 

144,788

 

 

 

      

 

$

 

 

2,060,809

 

 

 

 

 

 Time-based

 RSU(7)

 

         

 

 

 

 

161,637

 

 

 

 

 

 

 

 

 

161,637

 

 

 

 

     

 

$

 

 

1,370,682

 

 

 

 

Cem Tanyel

 

 

 Annual cash

 incentive

 

        

 

$

 

 

405,370

 

 

 

  

 

$

 

 

810,740

 

 

 

               

David Moore

 

 

 Annual cash

 incentive(2)

 

   

 

$

 

 

392,260

 

 

 

 

 

 

$

 

 

784,520

 

 

 

 

     
 

 

 Stock option

 

  

 

 

 

 

03/15/2019

 

 

 

  

 

 

 

 

02/21/2019

 

 

 

              

 

 

 

 

57,915

 

 

 

  

 

$

 

 

21.35

 

 

 

  

 

$

 

 

263,513

 

 

 

 

 

 Stock

 option(3)

 

 

 

 

 

 

03/13/2020

 

 

 

 

 

 

 

 

 

03/06/2020

 

 

 

 

     

 

 

 

 

60,060

 

 

 

 

 

 

 

 

 

$8.33

 

 

 

 

 

 

$

 

 

64,264

 

 

 

 

 

 

 Performance- 

 based RSU

 

  

 

 

 

 

03/15/2019

 

 

 

  

 

 

 

 

02/21/2019

 

 

 

        

 

 

 

 

57,915

 

 

 

  

 

 

 

 

86,873

 

 

 

        

 

$

 

 

1,236,485

 

 

 

 

 

 Performance- 

 based RSU(4)

 

 

 

 

 

 

03/13/2020

 

 

 

 

 

 

 

 

 

03/06/2020

 

 

 

 

   

 

 

 

 

60,060

 

 

 

 

 

 

 

 

 

90,090

 

 

 

 

   

 

$

 

 

500,300

 

 

 

 

 

 

 Long-term

 performance-  

 based cash

 incentive(6)

 

 

 

 

 

 

06/15/2020

 

 

 

 

 

 

 

 

 

05/21/2020

 

 

 

 

 

 

$

 

 

1,000,000

 

 

 

 

 

 

$

 

 

1,000,000

 

 

 

 

     
 

 

 Time-based

 RSU(7)

 

     

 

 

 

 

109,138

 

 

 

 

 

 

 

 

 

109,138

 

 

 

 

   

 

$

 

 

925,490

 

 

 

 

LOGO   Sabre Corporation    2021 Proxy Statement|79


  EXECUTIVE COMPENSATION  

  Name

 

 

 Grant
Type

 

 

Grant
Date

 

  

Approval
Date(1)

 

  

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

 

  

Estimated
Future
Payouts
Under

Non-
Equity
Incentive
Plan
Awards
(Maximum)
($)

 

  

Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards
(Target)
(#)

 

  

Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards
(Maximum)
(#)

 

  

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

 

  

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

 

  

Grant
Date
Fair Value
of Stock
and
Option
Awards
($)(5)

 

 

 

  David Shirk

 

 

 

 Annual cash

 incentive(2)

 

         

 

$

 

 

683,216

 

 

 

 

 

 

$

 

 

1,366,432

 

 

 

 

                    
 

 

 Stock

 option(3)

 

 

 

 

 

 

03/13/2020

 

 

 

 

 

 

 

 

 

03/06/2020

 

 

 

 

                 

 

 

 

 

120,120

 

 

 

 

 

 

 

 

 

$8.33

 

 

 

 

 

 

$

 

 

128,528

 

 

 

 

 

 

 Performance-  

 based RSU(4)

 

 

 

 

 

 

03/13/2020

 

 

 

 

 

 

 

 

 

03/06/2020

 

 

 

 

         

 

 

 

 

120,120

 

 

 

 

 

 

 

 

 

180,180

 

 

 

 

         

 

$

 

 

1,000,600

 

 

 

 

 

 

 Long-term

 performance-

 based cash

 incentive(6)

 

 

 

 

 

 

06/15/2020

 

 

 

 

 

 

 

 

 

05/21/2020

 

 

 

 

 

 

$

 

 

2,000,000

 

 

 

 

 

 

$

 

 

2,000,000

 

 

 

 

                    
 

 

 Time-based

 RSU(7)

 

                 

 

 

 

 

249,319

 

 

 

 

 

 

 

 

 

249,319

 

 

 

 

         

 

$

 

 

2,114,225

 

 

 

 

 

(1)

Date of Compensation Committee (orsub-committee thereof) approval of the reported awards.

 

(2)

The amounts reported reflect the target and maximum annual cash incentive opportunities payable to our named executive officers under the 2019 EIP.2020 EIP as approved by the Compensation Committee in March 2020. Given the significant uncertainty created by the COVID-19 pandemic, in May 2020, the Compensation Committee revised the EIP metrics and capped the payout potential at 50% of the original target annual cash incentive opportunity, with any payments to be made in December 2020. In addition, the amounts reported reflect the effects of the base salary reduction from March 16, 2020 through July 6, 2020, in connection with the COVID-19 pandemic. For Messrs. Jones, Moore and Shirk, also reflects the base salary increase in June 2020. See “Compensation Elements of Total Direct Compensation—Annual Incentive Compensation” for information on the funding of thesenon-equity incentive plan awards.additional information.

 

(3)

The performance-based restricted stock unit awards granted on March 15, 2019 under the 2016 Omnibus Plan to our named executive officers vest as to 25% of the shares of our common stock subject to each such award on March 15 in each of calendar years 2020, 2021, 2022 and 2023, subject to each named executive officer’s continued employment through each such vesting date, with the total number of units eligible to be earned for each tranche ranging from zero to 150% of the number of units in that tranche, depending on the degree to which we achieve the revenue andPre-Tax Adjusted EPS target levels established by the Board of Directors for 2019, 2020, 2021 and 2022, respectively.

(4)

All options to purchase shares of our common stock granted to our named executive officers in 20192020 were granted under our 20162019 Omnibus Plan and are subject totime-based vesting conditions. Each of these options has an exercise price equal to the fair market value of the shares of our common stock on the date of grant and a term of 10 years. With respect to the options granted on March 15, 2019, 25%13, 2020, one-third of the shares of our common stock subject to each such option vests on March 15, 202013, 2021 and as to 6.25% of such shares at the end ofon each successivethree-month periodanniversary thereafter, subject to the named executive officer’s continued employment through each vesting date.

 

(4)
58        LOGO   Sabre Corporation    

The performance-based restricted stock unit awards granted on March 13, 2020 Proxy Statementunder the 2019 Omnibus Plan to our named executive officers consist of two tranches: the FCF PRSUs and the EBITDA PRSUs. Approximately 16.67% of the FCF PRSUs granted to each named executive officer in March 2020 have a one-year

performance measurement and vesting period, approximately 33.33% have a two-year performance measurement and vesting period, and approximately 50% have a three-year performance measurement and vesting period. Approximately 16.67% of the FCF PRSUs granted to each named executive officer in March 2020 have a one-year performance measurement and vesting period, approximately 33.33% have a two-year performance measurement and vesting period, and approximately 50% have a three-year performance measurement and vesting period. The FCF PRSUs and EBITDA PRSUs granted in March 2020 initially had the potential to earn up to 150% of the target number of performance-based restricted stock units based on our actual performance in the applicable performance periods. Given the impact of the COVID-19 pandemic on our financial results in 2020, in July 2020 the Compensation Committee amended outstanding performance-based restricted stock units with 2020 performance periods, replacing the financial performance metrics with metrics and weightings representing key areas of focus for management in 2020. As a result of this change, the maximum payout for these outstanding performance-based restricted stock units with respect to the 2020 performance period was reduced from 150% to 100%. See “Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation—2020 Equity Awards—2020 Performance-Based Restricted Stock Unit Awards” for additional information.


  EXECUTIVE COMPENSATION  

 

(5)

These amounts reflect the aggregate grant date fair value of option and stock awards computed in accordance with ASC Topic 718. The fair value of each option award was estimated on the date of grant using theBlack-Scholesoption-pricingBlack-Scholes option-pricing model, which generated aBlack-Scholes-computed value of $4.55$1.07 per share on March 13, 2020. As noted above, given the impact of

80|LOGO   Sabre Corporation    2021 Proxy Statement


  EXECUTIVE COMPENSATION  

the COVID-19 pandemic on our financial results in 2020, in July 2020 the Compensation Committee amended outstanding performance-based restricted stock units with 2020 performance periods, replacing the financial performance metrics with metrics and weightings representing key areas of focus for management in 2020. Due to the nature of the terms of these modified awards, no grant date has been established under ASC Topic 718 and therefore a grant date fair value could not be calculated and included in the “Stock Awards” column with respect to these awards as of December 31, 2020.

(6)

The amounts reported reflect the long-term cash incentive opportunities payable to our named executive officers, other than our CEO, in connection with the grant of performance-based long-term cash incentive awards granted in 2020 that the named executive officers could receive and do not represent cash payout values. See “Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation—2020 Long-Term Performance-Based Cash Incentive Awards” for additional information. Mr. Menke did not receive a performance-based long-term cash incentive award in 2020.

(7)

The time-based restricted stock unit awards granted effective June 15, 2019.2020 to the named executive officers under the 2019 Omnibus Plan vest as to 50% of the shares of Sabre common stock subject to such award on June 15 in each of calendar years 2021 and 2022, subject to continued employment through the vesting date. Mr. Menke was initially indicated to receive 855,163 restricted stock units. It was subsequently determined that the restricted stock unit grant was inadvertently partially in excess of the individual share limits specified in the Issuer’s 2019 Omnibus Plan. Specifically, it was determined that the grant in fact provided for a total grant of 579,580 restricted stock units and Mr. Menke waived any rights to any restricted stock units in excess of that number.

20192020 Outstanding Equity Awards at FiscalYear-End Table

 

The following table sets forth, for each of our named executive officers, their equity awards outstanding as of December 31, 2019.2020.

 

Name  Date of Grant of  
Equity Award

Option

Awards—
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)

Option
Awards—
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
Option
Awards—
Option
Exercise
Price ($)
Option
Awards—
Option
Expiration
Date
Equity
Incentive
Plan
Awards—
Number of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not
Vested (#)(2)

Equity
Incentive
Plan
Awards—
Market
or
Payout
Value of
Unearned
Shares,
Units,
Other
Rights
That
Have
Not
Vested

($)

 

  Date of Grant of  

Equity Award

 

Option

Awards—
Number of
Securities
Underlying
Unexercised
Options (#)
  Exercisable(1)  

 Option
Awards—
Number of
Securities
Underlying
Unexercised
Options (#)
  Unexercisable(1)  
 

Option
  Awards—  

Option
Exercise
Price ($)

 

Option
Awards—
Option
  Expiration  

Date

 

 

Equity
  Incentive Plan  

Awards—
Number of
Unearned
Shares,
Units, or
Other Rights
That Have
Not
  Vested (#)(2)  

 

 

Equity
  Incentive Plan  

  Awards—  

Market or
  Payout Value of  

Unearned
  Shares, Units,  

  Other Rights  

That Have

Not

Vested ($)

 

Sean Menke

 

 

 

 

 

10/15/2015

 

 

 

 

 

 

 

84,653

 

 

(3)

 
 0

 

 

$

 

 

29.23

 

 

 

 

 

 

 

10/15/2025

 

 

   03/13/2020    0   420,420(3)  $8.33   03/13/2030   

 

   

 

 

 

 

 

 

03/15/2016

 

 

 

 

 

 

 

50,267

 

 

(4)

 
 3,352(4) 

 

 

$

 

 

27.79

 

 

 

 

 

 

 

03/15/2026

 

 

 

 

 

 

 

12/15/2016

 

 

 

 

 

 

 

62,292

 

 

(3)

 
 20,764(3) 

 

 

$

 

 

25.43

 

 

 

 

 

 

 

12/15/2026

 

 

 

 

 

 

 

03/15/2017

 

 

 

 

 

 

 

133,029

 

 

(4)

 
 60,469(4) 

 

 

$

 

 

22.01

 

 

 

 

 

 

 

03/15/2027

 

 

 

 

 

 

 

03/15/2018

 

 

 

 

 

 

 

139,893

 

 

(4)

 
 179,863(4) 

 

 

$

 

 

22.03

 

 

 

 

 

 

 

03/15/2028

 

 

 

 

 

 

 

03/15/2019

 

 

 

 

 

 

 

0

 

 

 270,270(4) 

 

 

$

 

 

21.35

 

 

 

 

 

 

 

03/15/2029

 

 

 

 

 

 

 

03/15/2016

 

 

 13,405(6) 

 

 

$

 

 

300,808

 

 

 

 

 

 

 

12/15/2016

 

 

 20,764(5) 

 

 

$

 

 

465,944

 

 

 

 

 

 

 

03/15/2017

 

 

 96,749(6) 

 

 

$

 

 

2,171,048

 

 

 

 

 

 

 

03/15/2018

 

 

 239,817(6) 

 

 

$

 

 

5,381,493

 

 

 

 

 

 

 

03/15/2019

 

 

 270,270(6) 

 

 

$

 

 

6,064,859

 

 

 

   03/13/2020   

 

   

 

   

 

   

 

   210,210(7)   $2,526,724
 

   03/13/2020   

 

   

 

   

 

   

 

   35,042(7)   $421,205
 

   03/13/2020   

 

   

 

   

 

   

 

   70,063(7)   $842,157
 

   03/13/2020   

 

   

 

   

 

   

 

   105,105(7)   $1,263,362
 

   03/15/2019   

 

   

 

   

 

   

 

   202,703(7)   $2,436,490
 

   03/15/2018   

 

   

 

   

 

   

 

   159,878(7)   $1,921,734
 

   03/15/2017   

 

   

 

   

 

   

 

   48,375(7)   $581,468
 

   06/15/2020   

 

   

 

   

 

   

 

   579,580(9)   $6,966,552
 

Douglas Barnett

 

 

 

 

 

08/15/2018

 

 

 

 

 

 

 

36,531

 

 

(3)

 

 

 

 

 

 

80,369

 

 

(3)

 

 

 

$

 

 

24.63

 

 

 

 

 

 

 

08/15/2028

 

 

   03/13/2020   0   90,090(3)   $8.33   03/13/2030   

 

   

 

 

 

 

 

 

03/15/2019

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

96,525

 

 

(4)

 

 

 

$

 

 

21.35

 

 

 

 

 

 

 

03/15/2029

 

 

 

 

 

 

 

08/15/2018

 

 

 30,451(7) 

 

 

$

 

 

683,320

 

 

 

 

 

 

 

08/15/2018

 

 

 87,675(5) 

 

 

$

 

 

1,967,427

 

 

 

 

 

 

 

03/15/2019

 

 

 96,525(6) 

 

 

$

 

 

2,166,021

 

 

 

   03/13/2020   

 

   

 

   

 

   

 

   45,045(7)   $541,441
 

   03/13/2020   

 

   

 

   

 

   

 

   7,509(7)   $90,258
 

   03/13/2020   

 

   

 

   

 

   

 

   15,013(7)   $180,456
 

   03/13/2020   

 

   

 

   

 

   

 

   22,523(7)   $270,726
 

   03/15/2019   

 

   

 

   

 

   

 

   72,394(7)   $870,176
 

   08/15/2018   

 

   

 

   

 

   

 

   20,301(8)   $244,018
 

   06/15/2020   

 

   

 

   

 

   

 

   166,983(9)   $2,007,136
 

   08/15/2018   

 

   

 

   

 

   

 

   58,450(6)   $702,569

 

 LOGO   Sabre Corporation    20202021 Proxy Statement    |    5981


  EXECUTIVE COMPENSATION  

    

 

Name  Date of Grant of  
Equity Award

Option

Awards—
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)

Option
Awards—
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
Option
Awards—
Option
Exercise
Price ($)
Option
Awards—
Option
Expiration
Date
Equity
Incentive
Plan
Awards—
Number of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not
Vested (#)(2)

Equity
Incentive
Plan
Awards—
Market
or
Payout
Value of
Unearned
Shares,
Units,
Other
Rights
That
Have
Not
Vested

($)

 

  Date of Grant of  

Equity Award

 

Option

Awards—
Number of
Securities
Underlying
Unexercised
Options (#)
  Exercisable(1)  

 Option
Awards—
Number of
Securities
Underlying
Unexercised
Options (#)
  Unexercisable(1)  
 

Option
  Awards—  

Option
Exercise
Price ($)

 

Option
Awards—
Option
  Expiration  

Date

 

 

Equity
  Incentive Plan  

Awards—
Number of
Unearned
Shares,
Units, or
Other Rights
That Have
Not
  Vested (#)(2)  

 

 

Equity
  Incentive Plan  

  Awards—  

Market or
  Payout Value of  

Unearned
  Shares, Units,  

  Other Rights  

That Have

Not

Vested ($)

 

Wade Jones

 

 

 

 

 

01/15/2015

 

 

 

 

 

 

 

31,109

 

 

(3)

 

 

 

 

 

 

0

 

 

$19.47

 

 

 

 

 

01/15/2025

 

 

   03/13/2020   0   60,060(3)   $8.33   03/13/2030   

 

   

 

 

 

 

 

 

03/13/2015

 

 

 

 

 

 

 

8,176

 

 

(4)

 
 0

 

 

$

 

 

22.15

 

 

 

 

 

 

 

03/13/2025

 

 

 

 

 

 

 

03/15/2016

 

 

 

 

 

 

 

11,868

 

 

(4)

 
 792(4) 

 

 

$

 

 

27.79

 

 

 

 

 

 

 

03/15/2026

 

 

 

 

 

 

 

03/15/2017

 

 

 

 

 

 

 

15,963

 

 

(4)

 
 7,257(4) 

 

 

$

 

 

22.01

 

 

 

 

 

 

 

03/15/2027

 

 

 

 

 

 

 

05/15/2017

 

 

 

 

 

 

 

15,233

 

 

(3)

 
 9,140(3) 

 

 

$

 

 

24.35

 

 

 

 

 

 

 

05/15/2027

 

 

 

 

 

 

 

03/15/2018

 

 

 

 

 

 

 

41,635

 

 

(4)

 
 53,531(4) 

 

 

$

 

 

22.03

 

 

 

 

 

 

 

03/15/2028

 

 

 

 

 

 

 

03/15/2019

 

 

 

 

 

 

 

0

 

 

 77,220(4) 

 

 

$

 

 

21.35

 

 

 

 

 

 

 

03/15/2029

 

 

 

 

 

 

 

03/15/2016

 

 

 3,165(6) 

 

 

$

 

 

71,023

 

 

 

 

 

 

 

03/15/2017

 

 

 11,610(6) 

 

 

$

 

 

260,528

 

 

 

 

 

 

 

05/15/2017

 

 

 12,187(5) 

 

 

$

 

 

273,476

 

 

 

 

 

 

 

03/15/2018

 

 

 

 

 

 

 

71,375

 

 

(6)

 

 

 

$

 

 

1,601,655

 

 

 

 

 

 

 

03/15/2019

 

 

 

 

 

 

 

77,220

 

 

(6)

 

 

 

$

 

 

1,732,817

 

 

  

   01/15/2015   31,109(4)    0  $19.47   01/15/2025   

 

   

 

 

   03/13/2020   

 

   

 

   

 

   

 

   30,030(7)   $360,961
 

   03/13/2020   

 

   

 

   

 

   

 

   5,006(7)   $60,172
 

   03/13/2020   

 

   

 

   

 

   

 

   10,009(7)   $120,308
 

   03/13/2020   

 

   

 

   

 

   

 

   15,015(7)   $180,480
 

   03/15/2019   

 

   

 

   

 

   

 

   57,915(7)   $696,138
  

   03/15/2018   

 

   

 

   

 

   

 

   47,583(7)   $571,948
 

   03/15/2017   

 

   

 

   

 

   

 

   5,805(7)   $69,776
 

   06/15/2020   

 

   

 

   

 

   

 

   161,637(9)   $1,942,877
 

   05/15/2017   

 

   

 

   

 

   

 

   6,094(6)   $73,250
 

David Shirk

 

 

 

 

 

06/15/2017

 

 

 

 

 

 

 

85,453

 

 

(3)

 

 

 

 

 

 

51,273

 

 

(3)

 

 

 

$

 

 

22.53

 

 

 

 

 

 

 

06/15/2027

 

 

   03/13/2020   0   120,120(3)   $8.33   03/13/2030   

 

   

 

 

 

 

 

 

03/15/2018

 

 

 

 

 

 

 

41,635

 

 

(4)

 

 

 

 

 

 

53,531

 

 

(4)

 

 

 

$

 

 

22.03

 

 

 

 

 

 

 

03/15/2028

 

 

 

 

 

 

 

 

08/15/2018

 

 

 

 

 

 

 

15,656

 

 

(3)

 

 

 

 

 

 

34,444

 

 

(3)

 

 

 

$

 

 

24.63

 

 

 

 

 

 

 

08/15/2028

 

 

   03/15/2019   42,229(5)    30,164(5)   $21.35   03/15/2029   

 

   

 

 

 

 

 

 

03/15/2019

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

96,525

 

 

(4)

 

 

 

$

 

 

21.35

 

 

 

 

 

 

 

03/15/2029

 

 

 

 

 

 

 

 

06/15/2017

 

 

 68,363(5) 

 

 

$

 

 

1,534,066

 

 

   03/15/2018   65,426(5)    5,948(5)    $22.03   03/15/2028   

 

   

 

 

 

 

 

 

03/15/2018

 

 

 71,375(6) 

 

 

$

 

 

1,601,655

 

 

 

 

 

 

 

 

08/15/2018

 

 

 50,100(7) 

 

 

$

 

 

1,124,244

 

 

   06/15/2017   102,544(4)    0  $22.53   06/15/2027   

 

   

 

 

 

 

 

 

03/15/2019

 

 

 96,525(6) 

 

 

$

 

 

2,166,021

 

 

 

Cem Tanyel

 

 

 

 

 

09/14/2018

 

 

 

 

 

 

 

14,671

 

 

(3)

 

 

 

 

 

 

32,277

 

 

(3)

 

 

 

$

 

 

26.13

 

 

 

 

 

 

 

09/14/2028

 

 

 

 

 

 

 

03/15/2019

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

57,915

 

 

(4)

 

 

 

$

 

 

21.35

 

 

 

 

 

 

 

03/15/2029

 

 

 

 

 

 

 

09/14/2018

 

 

 19,135(7) 

 

 

$

 

 

429,389

 

 

 

 

 

 

 

09/14/2018

 

 

 35,211(5) $

 

790,135

 

 

 

 

 

 

 

03/15/2019

 

 

 57,915(6) 

 

 

$

 

 

1,299,613

 

 

   03/13/2020   

 

   

 

   

 

   

 

   60,060(7)   $721,921
 

   03/13/2020   

 

   

 

   

 

   

 

   10,012(7)   $120,344
 

   03/13/2020   

 

   

 

   

 

   

 

   20,018(7)   $240,616
 

   03/13/2020   

 

   

 

   

 

   

 

   30,030(7)   $360,961
 

   03/15/2019   

 

   

 

   

 

   

 

   72,394(7)   $870,176
 

   08/15/2018   

 

   

 

   

 

   

 

   33,400(8)   $401,468
 

   03/15/2018   

 

   

 

   

 

   

 

   47,583(7)   $571,948
 

   06/15/2020   

 

   

 

   

 

   

 

   249,319(9)   $2,996,814
 

   06/15/2017   

 

   

 

   

 

   

 

   34,182(6)   $410,868
 

David Moore

   03/13/2020   0   60,060(3)   $8.33   03/13/2030   

 

   

 

 

   10/15/2019   7,231(4)    21,693(4)   $21.45   10/15/2029   

 

   

 

 

   03/15/2019   10,135(5)    13,031(5)   $21.35   03/15/2029   

 

   

 

 

   03/15/2018   15,702(5)    7,138(5)    $22.03   03/15/2028   

 

   

 

 

   03/15/2017   16,326(5)    1,089(5)    $22.01   03/15/2027   

 

   

 

 

   07/15/2016   13,120(4)    0  $28.98   07/15/2026   

 

   

 

 

   03/13/2020   

 

   

 

   

 

   

 

   30,030(7)   $360,961
 

   03/13/2020   

 

   

 

   

 

   

 

   5,006(7)   $60,172
 

   03/13/2020   

 

   

 

   

 

   

 

   10,009(7)   $120,308
 

   03/13/2020   

 

   

 

   

 

   

 

   15,015(7)   $180,480
 

   03/15/2019   

 

   

 

   

 

   

 

   17,375(7)   $208,848
 

   03/15/2018   

 

   

 

   

 

   

 

   11,420(7)   $137,268
 

   03/15/2017   

 

   

 

   

 

   

 

   4,354(7)   $52,335
 

   06/15/2020   

 

   

 

   

 

   

 

   109,138(9)   $1,311,839
 

   10/15/2019   

 

   

 

   

 

   

 

   21,693(6)   $260,750
 

   08/15/2018   

 

   

 

   

 

   

 

   8,120(6)   $97,602

 

(1)

Each option to purchase shares of our common stock (i) granted in 2014 through May 2016 was pursuant to the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”) or, (ii) granted afterfrom May 2016 through April 2019 was pursuant to the 2016 Omnibus Plan, and (iii) granted after April 2019 was pursuant to the 2019 Omnibus Plan.

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Amounts in these columns do not include 1,004,852, 213,425, 240,815 and 132,206 options to purchase shares of our common stock held by Messrs. Menke, Barnett, Jones and Shirk, respectively, that were voluntarily forfeited by these named executive officers effective as of December 15, 2020. These named executive officers voluntarily forfeited these options, which had exercise prices of at least $21.00 per share, to replenish the number of shares available for issuance under the 2019 Omnibus Plan, in light of the difficult economic environment and to show solidarity with their fellow employees, and each has acknowledged that the company has no commitment, plans or intentions to provide any payment or benefits in exchange for such forfeiture.

 

(2)

Each restricted stock unit award covering shares of our common stock (i) granted in 2014 through May 2016 was granted pursuant to the 2014 Omnibus Plan and (ii) granted afterfrom May 2016 through April 2019 was granted pursuant to the 2016 Omnibus Plan, and (iii) granted after April 2019 was pursuant to the 2019 Omnibus Plan.

 

(3)

These options to purchase shares of our common stock vest and become exercisable over three years, with one-third of these options vesting annually beginning in March 15, 2021, subject to the named executive officer’s continued employment through each vesting date.

(4)

These options to purchase shares of our common stock vest and become exercisable as to 25% of the shares subject to each such option on the first anniversary of the date of grant and as to 6.25% of such shares at the end of each successive three-month period thereafter, subject to the named executive officer’s continued employment through each vesting date.

 

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(4)(5)

These options to purchase shares of our common stock vest and become exercisable as to 25% of the shares subject to each such option on March 15 in the year following the grant and as to 6.25% of such shares at the end of each successivethree-month period thereafter, subject to the named executive officer’s continued employment through each vesting date.

 

(5)(6)

This restricted stock unit award vests as to 25% of the shares of our common stock on each the first four anniversaries of the date of grant, subject to the named executive officer’s continued employment through each vesting date.

 

(6)(7)

The performance-based restricted stock unit awards granted on March 15, 2016 under the 2014 Omnibus Plan and on March 15, 2017 under the 2016 Omnibus Plan, vest as to 25% of the shares of our common stock subject to each such award on March 15 in each of the calendar years following the year of grant, with the total number of units eligible to vest being a minimum of 50% and a maximum of 100%, contingent upon our achievement of 90% or greater of the revenue target levels established for 2016 and 2017, respectively, as determined by our Board of Directors, consistent with the annual operating plan for such fiscal year, subject to each named executive officer’s continued employment through each such vesting date. The performance-based restricted stock unit awards granted on March 15, 2018 and March 15, 2019 under the 2016 Omnibus Plan vest annually as to 25% of the shares of our common stock subject to each such award on each March 15 following the date of grant, subject to each named executive officer’s continued employment through each such vesting date, with the total number of units eligible to be earned for each tranche ranging from zero to 150% of the number of units in that tranche, depending on the degree to which we achieve the revenue andPre-Tax Adjusted EPS target levels established by the Board of Directors for the preceding calendar year. The performance-based restricted stock unit awards granted on March 13, 2020 under the 2019 Omnibus Plan to our named executive officers consist of two tranches: the FCF PRSUs and the EBITDA PRSUs. Approximately 16.67% of the FCF PRSUs granted to each named executive officer in March 2020 have a one-year performance measurement period, approximately 33.33% have a two-year performance measurement period, and approximately 50% have a three-year performance measurement period. The EBITDA PRSUs vest 33% per year March 13 in each of the calendar years following the year of grant, with the total number of units eligible to vest being a minimum of 50% and a maximum of 100%, contingent upon our achievement of EBITDA for each of the respective performance and vesting years, as determined by our Board of Directors, consistent with the annual operating plan for such fiscal year, subject to each named executive officer’s continued employment through each such vesting date. The FCF PRSUs and EBITDA PRSUs granted in March 2020 initially had the potential to earn up to 150% of the target number of performance-based restricted stock units based on our actual performance in the applicable performance periods. Given the impact of the COVID-19 pandemic on our financial results in 2020, in July 2020 the Compensation Committee amended outstanding performance-based restricted stock units with 2020 performance periods, replacing the financial performance metrics with metrics and weightings representing key areas of focus for management in 2020. As a result of this change, the maximum payout for these outstanding performance-based restricted stock units with respect to the 2020 performance period was reduced from 150% to 100%. In addition, in light of the significant ongoing uncertainty related to the subsequent impact of the COVID-19 pandemic on our 2021 financial results, the Compensation Committee also amended outstanding performance-based restricted stock units with 2021 and/or 2022 performance periods to replace the existing financial metrics with expense reduction and Adjusted Free Cash Flow metrics; however, the vesting dates of these awards did not change. See “Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation—2020 Equity Awards—2020 Performance-Based Restricted Stock Unit Awards” and “2021 Executive Compensation Program” for additional information.

 

(7)
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(8)

The performance-based restricted stock unit awards granted under the 2016 Omnibus Plan effective August 15, 2018 to Messrs. Barnett and Shirk and effective September 14, 2018 to Mr. Tanyel vest as toone-third of the shares of our common stock subject to that award on March 15 in each of calendar years 2020, 2021 and 2022, subject to continued employment through each vesting date, with the total number of units eligible to be earned for each tranche ranging from zero to 100% of the number of units in that tranche, depending on the degree to which we achieve the revenue andPre-Tax Adjusted EPS target levels established by the Board of Directors for the second half of 2018 and 2019, for 2020 and for 2021, respectively. Given the impact of the COVID-19 pandemic on our financial results in 2020, in July 2020 the Compensation Committee amended outstanding performance-based restricted stock units with 2020 performance periods, replacing the financial performance metrics with metrics and weightings representing key areas of focus for management in 2020. In addition, in light of the significant ongoing uncertainty related to the subsequent impact of the COVID-19 pandemic on our 2021 financial results, the Compensation Committee also amended outstanding performance-based restricted stock units with 2021 and/or 2022 performance periods to replace the existing financial metrics with expense reduction and Adjusted Free Cash Flow metrics; however, the vesting dates of these awards did not change. See “Compensation Elements of Total Direct Compensation—Long-Term Incentive Compensation—2020 Equity Awards—2020 Performance-Based Restricted Stock Unit Awards” and “2021 Executive Compensation Program” for additional information.

(9)

This restricted stock unit award vests as to 50% of the shares of our common stock on each of the two anniversaries of the date of grant, subject to the named executive officer’s continued employment through each vesting date.

20192020 Options Exercises and Stock Vested Table

 

The following table sets forth, for each of our named executive officers, the number of shares of our common stock acquired and the aggregate value realized upon the vesting of restricted stock awards and restricted stock unit awards during the year ended December 31, 2019.2020. There were no options exercised by ourthe named executive officers during the year ended December 31, 2019.2020. For purposes of the table, the value realized is based upon the fair market value of our common stock on the various vesting dates.

 

  

 

Option Awards

 

  Name

 

 

 

Number of
Shares
Acquired on
Exercise
(#)

 

 

 

Value
Realized on
Exercise
($)

 

  Sean Menke

  

 

 

 

 

191,641

 

 

 

  

 

$

 

 

4,116,147

 

 

 

  Douglas Barnett

  

 

 

 

 

29,225

 

 

 

  

 

$

 

 

699,939

 

 

 

  Wade Jones

  

 

 

 

 

45,043

 

 

 

  

 

$

 

 

955,165

 

 

 

  David Shirk

  

 

 

 

 

60,352

 

 

 

  

 

$

 

 

1,320,646

 

 

 

  Cem Tanyel

  

 

 

 

11,737

 

  

 

$

 

 

276,054

 

 

 

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Stock Awards

 

  Name

 

 

Number of
Shares
Acquired on
Vesting
(#)

 

 

Value

Realized on
Vesting
($)

 

  

  Sean Menke

 230,049$1,968,752
  

  Douglas Barnett

 63,506$521,114
  

  David Moore

 46,910$350,468
  

  Wade Jones

 58,160$466,680
  

  David Shirk

 98,804$828,164

Employment Agreements and Offer Letters

 

We have entered into employment agreements or offer letters with each of our named executive officers, as described below.

officers. Typically, the employment agreements provide for employment for a specified period of time (typically, two or three years), subject to automatic renewal for additionalone-year terms unless either party provided written notice ofnon-renewal in accordance with the terms and conditions of the agreement.

In addition, these agreements and offer letters included the named executive officer’s initial base salary or base salary at the time the agreement or offer letter was executed, an annual incentive opportunity under our EIP, and standard employee benefit plan and program participation. These agreements and offer letters also typically provided for a recommended equity award grant to be submitted to our Board of Directors for approval, with an exercise price, in the case of an option to purchase shares of our common

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stock, equal to the fair market value of the shares of our common stock on the date of grant and subject to our specified vesting requirements. These offers of employment were each subject to covenants during the period of employment and for a specified period thereafter involvingnon-solicitation of customers, suppliers, and employees,non-competition, andnon-disclosure of confidential information and trade secrets.

Mr. Menke

Effective December 31, 2016, we entered into an employment agreement with Mr. Menke in connection with his promotion to the position of President and CEO, which provides for his general employment terms, including certain compensation arrangements. Effective January 1, 2018, his employment agreement was amended to provide that any termination of employment will be governed by the Executive Severance Plan, which is described in greater detail under “Potential Payments upon Termination or Change in Control” below.

Under the terms of his employment agreement, Mr. Menke received an initial annual base salary of $825,000, subject to annual review for appropriate increases (but not decreases). See the “2019 Summary Compensation Table” for information on Mr. Menke’s base salary paid in 2019.

Mr. Menke is also eligible to receive an annual target incentive based on his attainment of one or morepre-established performance criteria, with his initial target incentive opportunity equal to 135% of histhen-current annual base salary.

Under the terms of his employment agreement, on December 15, 2016, Mr. Menke received an equity grant valued at $2,500,000, in an equal number of stock options and restricted stock unit awards. The stock options vest as to 25% of the shares subject to such options on the first anniversary of the date of grant and as to 6.25% of such shares at the end of each successive three-month period thereafter, subject to his continued employment through each vesting date. The restricted stock unit award vests as to 25% of the shares of Sabre common stock subject to such award on December 15 in each of calendar years 2017, 2018, 2019 and 2020, subject to his continued employment through each vesting date. The vesting of the shares subject to such awards is also subject to acceleration as described in greater detail under “Potential Payments upon Termination or Change in Control” below.

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Mr. Barnett

Effective July 23, 2018, we entered into an offer letter with Mr. Barnett in connection with his appointment as our Executive Vice President and Chief Financial Officer, which provided for his compensation and benefit package and described other general aspects of his employment. Mr. Barnett’s offer letter also provided for his participation in the Executive Severance Plan, which is described in greater detail under “Potential Payments upon Termination or Change in Control” below.

Under the terms of his offer letter, Mr. Barnett received an initial annual base salary of $690,000, less applicable withholding taxes, which is subject to annual review for a possible increase (but not decrease). See “2019 Summary Compensation Table” for information on Mr. Barnett’s base salary paid in 2019. Mr. Barnett also received aone-time“sign-on” bonus in the amount of $500,000 as a make-whole payment with respect to a foregone bonus and near-term equity vesting, subject to repayment under certain conditions.

Mr. Barnett is also eligible to receive an annual bonus based on his attainment of one or morepre-established performance criteria established by our Board of Directors or a committee of our Board of Directors, with his initial target bonus opportunity equal to 100% of his then-current annual base salary, with a prorated target bonus opportunity for 2018.

Under the terms of his offer letter, on August 15, 2018, Mr. Barnett received an equity grant valued at $4,250,000, with $3,500,000 provided in an equal number of stock options and restricted stock unit awards, and $750,000 in performance-based restricted stock unit awards. The option to purchase shares of our common stock vests as to 25% of the shares of common stock subject to such option on the first anniversary of the date of grant and as to 6.25% of such shares at the end of each successive three-month period thereafter, subject to his continued employment through each vesting date. The restricted stock unit award vests as to 25% of the shares of our common stock subject to such award on August 15 in each of calendar years 2019, 2020, 2021 and 2022, subject to his continued employment through each vesting date. The performance-based restricted stock unit award vests as toone-third of the shares of our common stock subject to that award on March 15 in each of calendar years 2020, 2021 and 2022, subject to continued employment through each vesting date, with the total number of units eligible to be earned for each tranche ranging from zero to 100% of the number of units in that tranche, depending on the degree to which we achieve the revenue andPre-Tax Adjusted EPS target levels established by the Board of Directors for the second half of 2018 and 2019, for 2020 and for 2021, respectively. Subject to Board of Directors or Compensation Committee approval, he also received an equity award with a grant-date value of no less than $2,500,000 on March 15, 2019, and for future grants beginning in 2020, also subject to Board of Directors or Compensation Committee approval, he will receive an equity award with a target value of $2,500,000. The vesting of the shares of common stock subject to such awards is also subject to acceleration as described in greater detail under “Potential Payments upon Termination or Change in Control” below.

Mr. Jones

Effective April 27, 2017, we entered into an employment agreement with Mr. Jones in connection with his appointment as our Executive Vice President, Sabre and President of the Sabre Travel Network that provided for his general employment terms, including certain compensation arrangements. Effective January 1, 2018, his employment agreement was amended to provide that any termination of employment will be governed by the Executive Severance Plan, which is described in greater detail under “Potential Payments upon Termination or Change in Control” below.

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Under the terms of his employment agreement, Mr. Jones received an initial annual base salary of $500,000, less applicable withholding taxes, which is subject to annual review. See the “2019 Summary Compensation Table” for information on Mr. Jones’ base salary paid in 2019.

Under the terms of his employment agreement, Mr. Jones is also eligible to receive an annual incentive based on his attainment of one or morepre-established performance criteria established by our Board of Directors or a committee of our Board of Directors, with his initial target incentive opportunity equal to 80% of his then-current annual base salary.

Under the terms of his employment agreement, on May 15, 2017, Mr. Jones received an equity grant valued at $700,000, in an equal number of stock options and restricted stock unit awards. The stock options vest as to 25% of the shares subject to such options on the first anniversary of the date of grant and as to 6.25% of such shares at the end of each successive three-month period thereafter, subject to his continued employment through each vesting date. The restricted stock unit award vests as to 25% of the shares of Sabre common stock subject to such award on May 15 in each of calendar years 2018, 2019, 2020 and 2021, subject to his continued employment through each vesting date. The vesting of the shares subject to such awards is also subject to acceleration as described in greater detail under “Potential Payments upon Termination or Change in Control” below.

Mr. Shirk

Effective June 5, 2017, we entered into an employment agreement with Mr. Shirk in connection with his appointment as our Executive Vice President, Sabre and President of the Sabre Airline Solutions division that provided for his general employment terms, including certain compensation arrangements. Effective January 1, 2018, his employment agreement was amended to provide that any termination of employment will be governed by the Executive Severance Plan, which is described in greater detail under “Potential Payments upon Termination or Change in Control” below.

Under the terms of his employment agreement, Mr. Shirk received an initial annual base salary of $600,000, less applicable withholding taxes, which is subject to annual review. See the “2019 Summary Compensation Table” for information on Mr. Shirk’s base salary paid in 2019. Mr. Shirk also received aone-time“sign-on” incentive in the amount of $75,000, subject to repayment under certain conditions.

Under the terms of his employment agreement, Mr. Shirk is also eligible to receive an annual incentive based on his attainment of one or morepre-established performance criteria established by our Board of Directors or a committee of our Board of Directors, with his initial target incentive opportunity equal to 85% of his then-current annual base salary. Under the terms of his agreement, his annual cash incentive was not prorated for his service in 2017.

Further, under his employment agreement, Mr. Shirk was granted an option to purchase 136,726 shares of our common stock with an exercise price equal to the fair market value of such shares on the date of grant and a restricted stock unit award covering 136,726 shares of our common stock. The option to purchase shares of our common stock vests as to 25% of the shares subject to such option on the first anniversary of the date of grant and as to 6.25% of such shares at the end of each successive three-month period thereafter, subject to his continued employment through each vesting date. The restricted stock unit award vests as to 25% of the shares of our common stock subject to such award on June 15 in each of calendar years 2018, 2019, 2020 and 2021, subject to his continued employment through each vesting date. The vesting of the shares subject to such awards is also subject to acceleration as described in greater detail under “Potential Payments upon Termination or Change in Control” below.

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In connection with Mr. Shirk’s promotion to Executive Vice President and President, Travel Solutions, on July 17, 2018, we and Mr. Shirk entered into an amendment to his employment agreement, which became effective on July 23, 2018. Under the amendment, Mr. Shirk’s base salary will be $675,000 per year, his target bonus under our annual incentive plan is 95% of his base salary, and he received an equity grant valued at $1,500,000, consisting of an equal number of performance-based restricted stock unit awards and stock options. The performance-based restricted stock unit awards are earned in three equal tranches on each of March 15, 2020, 2021 and 2022, subject to Mr. Shirk’s continued employment through each such date, with the total number of units eligible to be earned for each tranche ranging from zero to 100% of the number of units in that tranche, depending on the degree to which Sabre achieves the revenue andPre-Tax Adjusted EPS target levels established by our Board for the second half of 2018 and for 2019, for 2020 and for 2021, respectively. The stock options vest as to 25% of the shares subject to such options on the first anniversary of the date of grant and as to 6.25% of such shares at the end of each successive three-month period thereafter, subject to Mr. Shirk’s continued employment through each vesting date. The vesting of the shares subject to such awards is also subject to acceleration as described in greater detail under “Potential Payments upon Termination or Change in Control” below.

Mr. Tanyel

Effective October 1, 2018, we entered into an offer letter with Mr. Tanyel in connection with his appointment as our Executive Vice President and President, Airline Solutions, which provided for his compensation and benefit package and described other general aspects of his employment. Mr. Tanyel’s offer letter also provided for his participation in the Executive Severance Plan, which is described in greater detail under “Potential Payments upon Termination or Change in Control” below.

Under the terms of his offer letter, Mr. Tanyel received an initial annual base salary of $500,000, less applicable withholding taxes, which is subject to annual review. See “2019 Summary Compensation Table” for information on Mr. Tanyel’s base salary paid in 2019. Mr. Tanyel also received aone-time“sign-on” bonus in the amount of $75,000, subject to repayment under certain conditions.

Mr. Tanyel is also eligible to receive an annual bonus based on his attainment of one or morepre-established performance criteria established by our Board of Directors or a committee of our Board of Directors, with his initial target bonus opportunity equal to 80% of his then-current annual base salary, with a prorated target bonus opportunity for 2018.

Under the terms of his offer letter, on September 14, 2018, Mr. Tanyel received an equity grant valued at $2,000,000, with $1,500,000 provided in an equal number of stock options and restricted stock unit awards, and $500,000 in performance-based restricted stock unit awards. The option to purchase shares of our common stock vests as to 25% of the shares of common stock subject to such option on the first anniversary of the date of grant and as to 6.25% of such shares at the end of each successive three-month period thereafter, subject to his continued employment through each vesting date. The restricted stock unit award vests as to 25% of the shares of our common stock subject to such award on October 15 in each of calendar years 2019, 2020, 2021 and 2022, subject to his continued employment through each vesting date. The performance-based restricted stock unit award vests as toone-third of the shares of our common stock subject to that award on March 15 in each of calendar years 2020, 2021 and 2022, subject to continued employment through each vesting date, with the total number of units eligible to be earned for each tranche ranging from zero to 100% of the number of units in that tranche, depending on the degree to which we achieve the revenue andPre-Tax Adjusted EPS target levels established by the Board

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of Directors for the second half of 2018 and 2019, for 2020 and for 2021, respectively. The vesting of the shares of common stock subject to such awards is also subject to acceleration as described in greater detail under “Potential Payments upon Termination or Change in Control” below.

Potential Payments upon Termination or Change in Control

 

Effective January 1, 2018, anyAny termination of employment of our named executive officers is governed by the Executive Severance Plan. The Executive Severance Plan is designed to provide post-employment compensation payments and benefits that approximate the termination benefits that our executive officers with employment agreements were entitled to receive under their respective agreements. See “Compensation Discussion and Analysis—Post-Employment Compensation.”

The estimated potential payments and benefits payable to each of the named executive officers in the event of a termination of employment as of December 31, 20192020 are described below. The actual amounts that would be paid or distributed to the named executive officers as a result of one of the termination events occurring in the future may be different than those presented below as many factors will affect the amount of any payments and benefits upon a termination of employment. For example, some of the factors that could affect the amounts payable include the named executive officer’s base salary and the market price of the shares of our common stock. Although we have entered into written arrangements to provide these payments and benefits to these named executive officers in connection with a termination of employment under particular circumstances, we, or an acquirer, may mutually agree with our named executive officers onpost-employment compensation terms that vary from those provided in thesepre-existing arrangements. Finally, in addition to the amounts presented below, each named executive officer would also be able to exercise anypreviously-vested options to purchase shares of our common stock that he or she held. For more information about our named executive officers outstanding equity awards as of December 31, 2019,2020, see “2019“2020 Outstanding Equity Awards at FiscalYear-End Table” above.

Along with the payments and benefits described in these named executive officers’ individualpost-employment compensation arrangements, these executive officers are eligible to receive any benefits accrued under ourbroad-based benefit plans, such as accrued vacation pay, in accordance with the terms of those plans and policies.

Executive Severance Plan

Effective January 1, 2018, the Board of Directors adopted the Executive Severance Plan for key executives, including our named executive officers. Under the Executive Severance Plan, participants are eligible to receive certain payments and benefits in the event of a termination of their employment by Sabre without “cause” or a termination of employment by the participant for “good reason,” as well as upon “disability” (as each of these terms is defined in the Executive Severance Plan) and death.

In the event of a termination by Sabre without “cause” or by a participant for “good reason,” the participant, upon execution of a general release of liability against Sabre and subject to compliance with applicable post-termination restrictive covenants and other obligations, will generally be eligible to receive:

 

for a participant designated as a Level 1 Employee, an amount equal to 200% of the sum of his or her then-current annual base salary and 110% of the participant’s target incentive opportunity for the prior year (paid in installments over a period of 24 months following the date of termination), and (ii) for a

 

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year (paid in installments over a period of 24 months following the date of termination), and (ii) for a participant designated as a Level 2 Employee, an amount equal to 150% of the sum of his or her then-current annual base salary and 110% of the participant’s target incentive opportunity for the prior year (paid in installments over a period of 18 months following the date of termination), and

 

continued medical, dental, and vision insurance coverage for the participant and his or her eligible dependents for the24-month period (for a Level 1 Employee) or for the18-month period (for a Level 2 Employee) following the date of termination, and senior executive level outplacement services for a period of one year; provided, however, that if the participant becomesre-employed and eligible to receive health insurance benefits under another employer-provided plan, the continued insurance coverage will terminate.

In the case of the participant’s death or disability (as well as in the event of a termination of employment by us without “cause” or by the participant for “good reason”), the participant will be eligible to receive (i) his or her base salary through the date of termination, (ii) reimbursement of any unreimbursed business expenses properly incurred prior to the date of termination that are subject to reimbursement, (iii) payment for vacation time accrued as of the date of termination but unused, in accordance with our vacation policy as in effect as of the date of termination, and (iv) an amount equal to any accrued but unpaid annual incentive for the immediately preceding year. The same amounts, except for the amount of any accrued but unpaid annual incentive for the immediately preceding year, are payable to the participant in the event of (A) a termination of employment by us for cause or (B) a voluntary termination of employment by the participant.

Our CEO has been designated as a Level 1 Employee and each of Sabre’s Executive Vice Presidents has been designated as Level 2 Employees under the Executive Severance Plan.

Equity Awards

Generally, under our 2014 Omnibus Plan, our 2016 Omnibus Plan, and our 20162019 Omnibus Plan, in the event of a termination of employment:

 

all outstanding unvestedtime-based options to purchase shares of our common stock and other unvestedtime-based equity awards (and awards where all restrictions have not lapsed) expire, and

 

all outstanding vested and unexercised options to purchase shares of our common stock may continue to be exercised within 90 days following the date of the termination of employment, other than a termination for cause (extended to aone-year period if the termination of employment is due to disability or death).

Further, under our 2014 Omnibus Plan, our 2016 Omnibus Plan, and our 20162019 Omnibus Plan, except as otherwise provided in the award agreement, if following a change in control of Sabre, an executive officer’s employment is terminated by us for any reason other than “cause” or he or she terminates his or her employment for “good reason,” or if following a change in control of Sabre, the outstanding awards are not assumed, continued, or substituted by the surviving corporation, then all restrictions applicable to awards granted under the 2014 Omnibus Plan, our 2016 Omnibus Plan, and the 2016our 2019 Omnibus Plan will lapse as of the time of the change in control, and any unvested award will become fully exercisable and vested as of the time of the change in control.

The terms of the 2020 grant agreements under the 2019 Omnibus Plan provide that, except in the case of “retirement” of the executive officer, if awards and grants are assumed and if following a change in control

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Theof Sabre (for a one-year period under the terms of the 2014, 2015 and 20162020 grant agreements under the 2014 Omnibus Plan, as applicable, provide that, if awards and grants are not assumed and if following a change in control of Sabre,agreements), an executive officer’s employment is terminated by us for any reason other than “cause” or he or she terminates his or her employment for “good reason”:

 

any outstanding and unvestedtime-based options to purchase shares of our common stock will vest immediately and become exercisable or transferable in accordance with the terms of the applicable equity incentive plan,

any shares of our common stock subject to restricted stock unit awards granted under our 2014 Omnibus Plan that would have vested on the first vesting date following the executive officer’s termination of employment and that are subject to performance achievement will vest if a percentage of our revenue target for the fiscal year in which the award was granted was met, as determined by our Board of Directors, and

any shares of our common stock subject to restricted stock unit awards granted under our 2014 Omnibus Plan that would have vested on the first vesting date following the executive officer’s termination of employment based on vesting dates alone and that do not have any performance requirements set forth in the award agreements will vest.

The terms of the 2016 grant agreements under the 2016 Omnibus Plan provide that, if awards and grants are not assumed and if following a change in control of Sabre, an executive officer’s employment is terminated by us for any reason other than “cause” or he or she terminates his or her employment for “good reason”:

any outstanding and unvestedtime-based options to purchase shares of our common stock will vest immediately and become exercisable or transferable in accordance with the terms of the applicable equity incentive plan, and

 

any shares of our common stock subject to restricted stock unit awards granted under our 2016 Omnibus Plan based on vesting dates alone and that do not have any performance requirements set forth in the award agreements will vest in full, including in the case of awards with performance metrics based on an assumed attainment level of 100%, following the executive officer’s termination of employment.

The terms of the 2017, 2018 and 2019 grant agreements under the 2016 Omnibus Plan provide that, except in the case of “retirement” of the executive officer, if awards and grants are not assumed and if following a change in control of Sabre (for aone-year period under the terms of the 2017, 2018 and 2019 grant agreements), an executive officer’s employment is terminated by us for any reason other than “cause” or he or she terminates his or her employment for “good reason”:

any outstanding and unvestedtime-based options to purchase shares of our common stock will vest immediately and become exercisable or transferable in accordance with the terms of the applicable equity incentive plan, and

 

any shares of our common stock subject to restricted stock unit awards granted under our 2016 Omnibus Planwith performance metrics will vest on based on vesting dates alone and that do not have any performance requirements set forth in the award agreements will vest in fullan assumed attainment level of 100% following the executive officer’s termination of employment.

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In the event of the “retirement” of the executive officer, the terms of the 2017, 2018 and 20192020 grant agreements under the 20162019 Omnibus Plan provide that:

that any outstanding and unvestedtime-based options to purchase shares of our common stock will vest immediately and become exercisable for one year as of the date of termination, and

any shares of our common stock subject to restricted stock unit awards granted under our 2016 Omnibus Plan that would have vested on the first and second vesting dates following the executive officer’s retirement date based on vesting dates alone and that do not have any performance requirements set forth in the award agreements will vest.

“Retirement”termination. “Retirement” means a voluntary or involuntary termination of employment, not for “cause,” at a minimum age of 60 with no less than five years of continuous employment, and with the sum of the executive’s age and number of years of continuous employment being no less than 70.

In the event of the death of the executive officer, the terms of the 2020 grant agreements under the 2019 Omnibus Plan provide that:

any outstanding and unvested time-based options to purchase shares of our common stock will vest immediately, and

any shares of our common stock subject to restricted stock unit awards will vest in full, including in the case of awards with performance metrics based on an assumed attainment level of 100%, immediately.

We have entered into certainnon-competition agreements with the named executive officers that restrict their ability to compete with us during a specifiedpost-employment period.

Summary of Estimated Payments and Benefits

The following table summarizes the estimatedpost-employment payments and benefits that would have been payable to the other named executive officers in the event that their employment had been terminated or a change in control of Sabre had occurred as of December 31, 2019.2020. Nopost-employment compensation is payable to any named executive officer who voluntarily terminates his or her employment with us (other than a voluntary resignation for good reason). The information set forth in the table for the other named executive officers is based on the assumption, in each case, that termination of employment or the change in control of Sabre occurred on December 31, 2019.2020.

The table below provides an estimate for the other named executive officers of the value of accelerated vesting of outstanding and unvested equity awards assuming that a change in control of Sabre and a qualifying termination of employment occurred on December 31, 20192020 and assuming a stock price of $22.44$12.02 per share, the closing price of a share of our common stock on the NASDAQNasdaq Stock Market on December 31, 2019.2020.

 

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  EXECUTIVE COMPENSATION  

    

 

Potential Payments and Benefits upon Termination of Employment or Change in Control Table

 

 

Name and Triggering Event(1)

 

 

Severance or
Multiple of
Salary and
Bonus(2)

 

 

 

Current Year
Bonus(3)

 

 

 

Valuation of
Equity Vesting
Acceleration
Assuming
Cash-Out(4)

 

 

 

Value of Other
Benefits(5)

 

 

 

Total

 

 

Severance or
Multiple of
Salary  and
Bonus(2)

 

Valuation of
Equity  Vesting
Acceleration
Assuming
Cash-Out/
Payment  of
Long-Term
Cash
Incentive(3)

 

Value of Other
Benefits(4)

 

Total

 

Sean Menke

          

 

 

 

 

 

Involuntary termination not in connection with change in control

  

 

$

 

 

5,167,500

 

 

 

  

 

$

 

 

797,594

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

55,732

 

 

 

  

 

$

 

 

6,020,826

 

 

 

$5,167,500 $53,102$5,220,602

Involuntary termination in connection with change in control(6)(7)

  

 

$

 

 

5,167,500

 

 

 

  

 

$

 

 

797,594

 

 

 

  

 

$

 

 

14,778,492

 

 

 

  

 

$

 

 

55,732

 

 

 

  

 

$

 

 

20,799,318

 

 

 

 

Involuntary termination in connection with change in control(5)(6)

$5,167,500$18,511,041$53,102$23,731,643
 

Retirement

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

    
 

Death

  

 

 

 

 

 

 

 

  

 

$

 

 

797,594

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

2,450,000

 

 

 

  

 

$

 

 

3,247,594

 

 

 

 $13,571,350$2,450,000$16,021,350
 

Disability

  

 

 

 

 

 

 

 

  

 

$

 

 

797,594

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

1,700,000

 

 

 

  

 

$

 

 

2,497,594

 

 

 

  $1,700,000$1,700,000
 

Douglas Barnett

  $2,220,750  $385,037     $43,484  $2,649,271

 

 

 

 

 

Involuntary termination not in connection with change in control

  $

 

2,220,750

 

 

  $

 

385,037

 

 

  $

 

4,921,981

 

 

  $

 

43,484

 

 

  $

 

7,571,252

 

 

$2,220,750 $40,521$2,261,271

Involuntary termination in connection with change in control(6)(7)

  

 

 

 

 

  

 

 

 

 

  

 

 

 

 

  

 

 

 

 

  

 

 

 

 

 

Involuntary termination in connection with change in control(5)(6)

$2,220,750$7,239,212$40,521$9,500,483
 

Retirement

  

 

 

 

 

 

 

 

  

 

$

 

 

385,037

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

1,410,000

 

 

 

  

 

$

 

 

1,795,037

 

 

 

    
 

Death

  

 

 

 

 

 

 

 

  

 

$

 

 

385,037

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

1,200,000

 

 

 

  

 

$

 

 

1,585,037

 

 

 

 $5,422,450$1,410,000$6,832,450
 

Disability

  

 

$

 

 

2,220,750

 

 

 

  

 

$

 

 

385,037

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

43,484

 

 

 

  

 

$

 

 

2,649,271

 

 

 

  $1,200,000$1,200,000
 

Wade Jones

          

 

 

 

 

 

Involuntary termination not in connection with change in control

  

$

 

1,647,169

 

 

  

$

 

262,616

 

 

  

 

 

 

 

  

$

 

53,148

 

 

  

$

 

1,962,933

 

 

$1,814,063 $50,614$1,864,677

Involuntary termination in connection with change in control(6)(7)

  

$

 

1,647,169

 

 

  

$

 

262,616

 

 

  

$

 

4,048,737

 

 

  

$

 

53,148

 

 

  

$

 

6,011,670

 

 

 

Involuntary termination in connection with change in control(5)(6)

$1,814,063$5,297,531$50,614$7,162,208
 

Retirement

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

    
 

Death

  

 

 

 

 

 

 

 

  

 

$

 

 

262,616

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

1,135,000

 

 

 

  

 

$

 

 

1,397,616

 

 

 

 $3,886,419$1,250,000$5,136,419
 

Disability

  

 

 

 

 

 

 

 

  

 

$

 

 

262,616

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

1,200,000

 

 

 

  

 

$

 

 

1,462,616

 

 

 

  $1,200,000$1,200,000
 

David Moore

 

 

 

 

 

Involuntary termination not in connection with change in control

$1,538,325

 

$36,476$1,574,801
 

Involuntary termination in connection with change in control(5)(6)

$1,538,325$4,012,185$36,476$5,586,986
 

Retirement

    
 

Death

 $2,255,381$3,620,000$5,875,381
 

Disability

 

 

$1,700,000$1,700,000
 

David Shirk

          

 

 

 

 

 

Involuntary termination not in connection with change in control

  

$

 

2,116,575

 

 

  

$

 

357,948

 

 

  

 

 

 

 

  

$

 

42,482

 

 

  

$

 

2,517,005

 

 

$2,220,750 $39,861$2,260,611

Involuntary termination in connection with change in control(6)(7)

  

$

 

2,116,575

 

 

  

$

 

357,948

 

 

  

$

 

6,553,146

 

 

  

$

 

42,482

 

 

  

$

 

9,070,151

 

 

 

Involuntary termination in connection with change in control(5)(6)

$2,220,750$9,138,359$39,861$11,398,970
 

Retirement

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

    
 

Death

  

 

 

 

 

 

 

 

  

 

$

 

 

357,948

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

1,380,000

 

 

 

  

 

$

 

 

1,737,948

 

 

 

 $6,883,900$1,410,000$8,293,900
 

Disability

  

 

 

 

 

 

 

 

  

 

$

 

 

357,948

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

600,000

 

 

 

  

 

$

 

 

957,948

 

 

 

  $600,000$600,000

Cem Tanyel

          

Involuntary termination not in connection with change in control

  $

 

1,438,200

 

 

  $

 

222,953

 

 

   

 

 

 

  $

 

53,148

 

 

  $

 

1,714,301

 

 

Involuntary termination in connection with change in control(6)(7)

  

$

 

1,438,200

 

 

  

$

 

222,953

 

 

  

$

 

2,582,264

 

 

  

$

 

53,148

 

 

  

$

 

4,296,565

 

 

Retirement

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

Death

  

 

 

 

 

 

 

 

  

 

$

 

 

222,953

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

1,270,000

 

 

 

  

 

$

 

 

1,492,953

 

 

 

Disability

  

 

 

 

 

 

 

 

  

 

$

 

 

222,953

 

 

 

  

 

 

 

 

 

 

 

  

 

$

 

 

1,450,000

 

 

 

  

 

$

 

 

1,672,953

 

 

 

 

(1)

The calculations presented in this table illustrate the estimated payments and benefits that would have been paid to each of the named executive officers had their employment been terminated on December 31, 20192020 for each of the following reasons: a termination of employment without cause or a termination of employment by a named executive officer for good reason (including following a change in control of Sabre), retirement, death, or disability. The calculations are based on the closing price of our common stock on December 31, 20192020 of $22.44$12.02 per share.

 

(2)

Termination benefits calculated in accordance with the Executive Severance Plan. For purposes of calculating the annual incentive, reflects the base salary in effect as of December 31, 2020.

 

(3)

The amount indicated for each named executive officer representsFor purposes of this analysis, assumes the actual bonus earned for 2019. In the event of death or disability, each named executive officer’s heirs or estate, as applicable, is eligible to receive his or her accrued, but unpaid annual cash incentive opportunity for the year of his or her death and disability that would have been paid on the date such amount is paid, as set forth in the 2019 Summary Compensation Table.following award information:

For Mr. Menke, amount includes the value of (1) outstanding unvested options to purchase 420,420 shares of our common stock, the vesting of which would accelerate, and (2) outstanding unvested restricted stock unit awards covering 1,410,956 shares of our common stock, the vesting of which would accelerate.

 

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  EXECUTIVE COMPENSATION  

 

(4)

For purposes of this analysis, assumes the following equity award information:

 

For Mr. Menke,Barnett, amount includes the value of (1) outstanding unvested options to purchase 534,71890,090 shares of our common stock, the vesting of which would accelerate, (2) outstanding unvested restricted stock unit awards covering 13,405 shares of our common stock, in which the vesting of the next tranche would accelerate, and (3) outstanding unvested restricted stock unit awards covering 627,600 shares of our common stock, the vesting of which would accelerate.

For Mr. Barnett, amount includes the value of (1) outstanding unvested options to purchase 176,894408,218 shares of our common stock, the vesting of which would accelerate, and (2) outstanding unvested restricted stock unit awards(3) the amount of the 2020 long-term performance-based cash incentive award covering 214,651 shares of our common stock,$2,000,000, the vesting of which would accelerate.

 

For Mr. Jones, amount includes the value of (1) outstanding unvested options to purchase 147,94091,169 shares of our common stock, the vesting of which would accelerate, (2) outstanding unvested restricted stock unit awards covering 3,165339,094 shares of our common stock, in which the vesting of the next tranchewhich would accelerate, and (3) the amount of the 2020 long-term performance-based cash incentive award covering $1,000,000, the vesting of which would accelerate.

For Mr. Moore, amount includes the value of (1) outstanding unvested options to purchase 165,525 shares of our common stock, the vesting of which would accelerate, (2) outstanding unvested restricted stock unit awards covering 172,392232,160 shares of our common stock, the vesting of which would accelerate, and (3) the amount of the 2020 long-term performance-based cash incentive award covering $1,000,000, the vesting of which would accelerate.

 

For Mr. Shirk, amount includes the value of (1) outstanding unvested options to purchase 235,773366,431 shares of our common stock, the vesting of which would accelerate, (2) outstanding unvested restricted stock unit awards covering 556,998 shares of our common stock, the vesting of which would accelerate, and (2) outstanding unvested restricted stock unit awards(3) the amount of the 2020 long-term performance-based cash incentive award covering 286,363 shares of our common stock, the vesting of which would accelerate.

For Mr. Tanyel, amount includes the value of (1) outstanding unvested options to purchase 90,192 shares of our common stock, the vesting of which would accelerate and (2) outstanding unvested restricted stock unit awards covering 112,261 shares of our common stock,$2,000,000, the vesting of which would accelerate.

 

(5)(4)

For an involuntary termination of employment, amount includes the value of COBRA benefits and a $20,000$16,000 value for outplacement services. For death and disability, amount represents the payment of benefits under Sabre’s group life insurance plan, accidental death and disability plan, or long-term disability plan, as applicable (which are available to all U.S. salaried employees).

 

(6)(5)

Thechange-in-control calculations assume that on December 31, 20192020 (i) a change in control of Sabre occurred and (ii) the employment of each of the named executive officers was terminated without “cause.”

 

(7)(6)

The potential payments and benefits reflect the maximum amounts that may be paid. Should the actual payments and benefits trigger an excise tax under Section 4999 of the Code, pursuant to such named executive officer’s employment agreement, each will either (x) have his or her payments reduced to the extent necessary to avoid the excise tax or (y) receive the full payment and be subject to the excise tax, whichever results in a better netafter-tax benefit to such named executive officer.

CEO Pay Ratio

 

Pursuant to Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our employees (other than our CEO) and the annual total compensation of our CEO, Sean Menke. For 2019:2020:

 

the annual total compensation of our median employee was $76,584,$70,874, and

 

the annual total compensation of our CEO, as reported in the 20192020 Summary Compensation Table and adjusted as described below, was $8,810,560.$10,589,426.

Based on this information, for 20192020 we estimate the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 115149 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K. As explained by the SEC when it adopted Item 402(u), the rule was designed to allow stockholders to better understand and assess our compensation practices and pay ratio disclosures rather than to facilitate a comparison of this information from one company to another.

In accordance with Item 402(u),To identify our “median employee,” as well as to determine the annual total compensation of our median employee, we are usingtook the same “median employee” identified in 2017 for our 2019 pay ratio calculation, as we believe that there has been no change infollowing steps:

We reviewed our employee population, or employee compensation arrangements thatconsisting of full-time, part-time, and temporary employees as of November 1, 2020, for us and our consolidated subsidiaries. We selected this date, which is within the last three months of 2020, as the date upon which we believe would result in a significant changeidentify the “median employee” to our pay ratio disclosure for 2019. See our 2017 proxy statement for information regarding the process we utilizedallow sufficient time to identify that employee given the global scope of our “median employee.” We then identified and calculated the elements of this employee’s totaloperations.

 

As of November 1, 2020, we had approximately 7,531 employees, of which 2,404 were located in the U.S. and 5,127 were located outside of the U.S. Due to the complexity in obtaining their compensation

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  EXECUTIVE COMPENSATION  

    

 

information, we have excluded 355 employees (less than 5% of our total workforce) located in 42 countries from the determination of the median employee. All of the 355 employees in these 42 countries were excluded. A list of included and excluded countries, as well as the approximate number of employees in each of these countries, is included in Appendix B.

Due to the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. Consequently, to identify the “median employee” from our employee population, we compared base salary or wages as the most appropriate measure of compensation. In making this determination, we annualized the compensation of all permanent employees who were hired in 2020 but did not work for us or our consolidated subsidiaries for the entire year.

Once we identified our “median employee,” we identified and calculated the elements of this employee’s total compensation for 20192020 in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K, resulting in annual total compensation of $76,584.$70,874. This annual total compensation includes the estimated value of the employee’s health care benefits (estimated for the employee and the employee’s eligible dependents to be $2,705)$13,717) and other statutory benefits.

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 20192020 Summary Compensation Table, adjusted as follows. To maintain consistency between the annual total compensation of our CEO and the “median employee,” we added the estimated value of our CEO’s health care benefits (estimated for our CEO and our CEO’s eligible dependents at $25,471)$26,366) to the amount reported in the 20192020 Summary Compensation Table. This resulted in annual total compensation for purposes of determining the ratio in the amount of $8,810,560,$10,589,426, which exceeds the amount reported for him in the 20192020 Summary Compensation Table by this amount.

 

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  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock, determined in accordance with the SEC’s rules and regulation, as of December 31, 20192020 for (1) each person or group who is known by us to own beneficially more than 5% of our outstanding shares, (2) each of our named executive officers, (3) each of our directors, and (4) all of our executive officers and directors as a group.

 

  

 

Shares of Common Stock
Beneficially Owned(1)

 

 

 

    Number    

 

 

 

    Percent    

 

 

  5% Stockholders:

 

    

 

  The Vanguard Group(2)

 

  

 

 

 

 

27,912,470

 

 

 

  

 

 

 

 

10.2

 

 

%

 

 

  BlackRock, Inc.(3)

 

  

 

 

 

 

26,811,910

 

 

 

  

 

 

 

 

9.8

 

 

%

 

 

  Capital World investors (4)

 

  

 

 

 

 

23,917,241

 

 

 

  

 

 

 

 

8.7

 

 

%

 

 

  Burgundy Asset Management Ltd.(5)

 

  

 

 

 

 

18,605,730

 

 

 

  

 

 

 

 

6.8

 

 

%

 

 

  Named Executive Officers, Directors and Nominees for Director:

 

    

 

  Sean Menke(6)

 

  

 

 

 

 

644,708

 

 

 

  

 

 

 

 

*

 

 

 

 

  Douglas Barnett(7)

 

  

 

 

 

 

61,612

 

 

 

  

 

 

 

 

*

 

 

 

 

  Wade Jones(8)

 

  

 

 

 

 

163,123

 

 

 

  

 

 

 

 

*

 

 

 

 

  David Shirk(9)

 

  

 

 

 

 

177,587

 

 

 

  

 

 

 

 

*

 

 

 

 

  Cem Tanyel(10)

 

  

 

 

 

 

23,550

 

 

 

  

 

 

 

 

*

 

 

 

 

  George Bravante, Jr.(11)

 

  

 

 

 

 

47,829

 

 

 

  

 

 

 

 

*

 

 

 

 

  Hervé Couturier

 

  

 

 

 

 

17,498

 

 

 

  

 

 

 

 

*

 

 

 

 

  Renée James(12)

 

  

 

 

 

 

35,541

 

 

 

  

 

 

 

 

*

 

 

 

 

  Lawrence W. Kellner(13)

 

  

 

 

 

 

726,336

 

 

 

  

 

 

 

 

*

 

 

 

 

  Gary Kusin

 

  

 

 

 

 

50,229

 

 

 

  

 

 

 

 

*

 

 

 

 

  Gail Mandel(14)

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

  Judy Odom(15)

 

  

 

 

 

 

41,860

 

 

 

  

 

 

 

 

*

 

 

 

 

  Joseph Osnoss

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

  Karl Peterson

 

  

 

 

 

 

10,000

 

 

 

  

 

 

 

 

*

 

 

 

 

  Zane Rowe(16)

 

  

 

 

 

 

27,409

 

 

 

  

 

 

 

 

*

 

 

 

 

  John Siciliano(17)

 

  

 

 

 

 

3,373

 

 

 

  

 

 

 

 

*

 

 

 

 

  All Executive Officers and Directors as a group (16 Persons)(18)

 

  

 

 

 

 

2,007,105

 

 

 

  

 

 

 

 

*

 

 

 

 

 

Shares of Common Stock
Beneficially Owned(1)

 

 

    Number    

 

 

    Percent    

 

  

 

  5% Stockholders:

 

 

 

 

 

 

 

  

 

  BlackRock, Inc.(2)

 

 

 

 

 

29,711,903

 

 

 

 

 

 

 

9.3

 

 

%

 

  

 

  The Vanguard Group(3)

 

 

 

 

 

28,532,250

 

 

 

 

 

 

 

9.0

 

 

%

 

  

 

  Invesco Ltd. (4)

 

 

 

 

 

18,981,213

 

 

 

 

 

 

 

6.0

 

 

%

 

  

 

 

  Named Executive Officers, Directors and Nominees for Director:

 

 

 

 

 

 

 

  

 

  Sean Menke

 

 

 

 

 

754,874

 

 

 

 

 

 

 

*

 

 

 

  

 

 

  Douglas Barnett

 

 

 

 

 

291,249

 

 

 

 

 

 

 

*

 

 

 

  

 

  Wade Jones(5)

 

 

 

 

 

280,452

 

 

 

 

 

 

 

*

 

 

 

  

 

  David Moore(6)

 

 

 

 

 

260,339

 

 

 

 

 

 

 

*

 

 

 

  

 

  David Shirk(7)

 

 

 

 

 

596,863

 

 

 

 

 

 

 

*

 

 

 

  

 

  George Bravante, Jr.(8)

 

 

 

 

 

67,546

 

 

 

 

 

 

 

*

 

 

 

  

 

  Hervé Couturier

 

 

 

 

 

46,657

 

 

 

 

 

 

 

*

 

 

 

  

 

  Renée James(9)

 

 

 

 

 

55,091

 

 

 

 

 

 

 

*

 

 

 

  

 

  Lawrence W. Kellner(10)

 

 

 

 

 

75,000

 

 

 

 

 

 

 

*

 

 

 

  

 

  Gary Kusin

 

 

 

 

 

69,152

 

 

 

 

 

 

 

*

 

 

 

  

 

  Gail Mandel

 

 

 

 

 

34,571

 

 

 

 

 

*

 

 

  

 

  Phyllis Newhouse(11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  Judy Odom(12)

 

 

 

 

 

71,577

 

 

 

 

 

 

 

*

 

 

 

  

 

  Joseph Osnoss

 

 

 

 

 

18,923

 

 

 

 

 

 

 

*

 

 

 

  

 

  Karl Peterson

 

 

 

 

 

18,923

 

 

 

 

 

 

 

*

 

 

 

  

 

  Zane Rowe

 

 

 

 

 

47,221

 

 

 

 

 

 

 

*

 

 

 

  

 

 

  Gregg Saretsky

 

 

 

 

 

28,571

 

 

 

 

 

 

 

*

 

 

 

  

 

  John Scott

 

 

 

 

 

28,571

 

 

 

 

 

 

 

*

 

 

 

  

 

  John Siciliano

 

 

 

 

 

29,423

 

 

 

 

 

 

 

*

 

 

 

  

 

  Wendi Sturgis(13)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  All Executive Officers, Directors and Nominees as a group (24 Persons)(14)

 

 

 

 

3,267,778

 

 

 

 

 

 

 

*

 

 

 

 

*

Represents beneficial ownership of less than 1%.

LOGO   Sabre Corporation    2021 Proxy Statement|91


  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  

 

(1)

Shares shown in the table above include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account. Unless otherwise noted, the address of each beneficial owner listed in the table is c/o Sabre Corporation, 3150 Sabre Drive, Southlake, Texas 76092. Unless otherwise noted and subject to applicable community property laws, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares shown as beneficially owned by the stockholder. Percentage of beneficial ownership is based on the number of shares outstanding as of December 31, 2019.2020.

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  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  

 

(2)

The number of shares of our common stock beneficially owned by The Vanguard Group (“Vanguard”) is based on the Schedule 13G/A filed by Vanguard with the SEC on February 12, 2020 (the “Vanguard 13G”). According to the Vanguard 13G, (i) the address of Vanguard is 100 Vanguard Blvd., Malvert, PA 19355 and (ii) Vanguard has sole voting power with respect to 196,222 shares, shared voting power with respect to 99,516 shares, sole dispositive power with respect to 27,637,036 shares and shared dispositive power with respect to 275,434 shares.

(3)

The number of shares of our common stock beneficially owned by BlackRock, Inc. (“BlackRock”) is based on the Schedule 13G/A filed by BlackRock with the SEC on February 6, 20205, 2021 (the “BlackRock 13G”). According to the BlackRock 13G, (i) the address of BlackRock is 55 East 52nd Street, New York, NY 10055 and (ii) BlackRock has sole voting power with respect to 25,036,45328,620,660 shares, sole dispositive power with respect to 26,811,91029,711,903 shares and no shared voting or dispositive power.

(3)

The number of shares of our common stock beneficially owned by The Vanguard Group (“Vanguard”) is based on the Schedule 13G/A filed by Vanguard with the SEC on February 10, 2021 (the “Vanguard 13G”). According to the Vanguard 13G, (i) the address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355 and (ii) Vanguard has no sole voting power, shared voting power with respect to 206,553 shares, sole dispositive power with respect to 28,070,161 shares and shared dispositive power with respect to 462,089 shares.

 

(4)

The number of shares of our common stock beneficially owned by Capital World InvestorsInvesco Ltd. (“Capital World”Invesco”) is based on the Schedule 13G filed by Capital WorldInvesco with the SEC on February 14, 202016, 2021 (the “Capital World“Invesco 13G”). According to the Capital WorldInvesco 13G, (i) the address of Capital WorldInvesco is 333 South Hope1555 Peachtree Street Los Angeles, CA 90071NE, Suite 1800, Atlanta, GA 30309 and (ii) Capital WorldInvesco has sole voting power with respect to 18,743,870 and sole dispositive power with respect to 23,917,24118,981,213 shares.

 

(5)

The number of shares of our common stock beneficially owned by Burgundy Asset Management Ltd. (“Burgundy”) is based on the Schedule 13G/A filed by Burgundy with the SEC on February 14, 2020 (the “Burgundy 13G”). According to the Burgundy 13G, (i) the address of Burgundy is 181 Bay Street, Suite 4510, Toronto, Ontario M5J 2T3 Canada and (ii) Burgundy has sole voting power with respect to 17,876,919 shares, sole dispositive power with respect to 18,605,730 shares and no shared voting or dispositive power.

(6)

Includes 470,13431,109 shares underlying options that are currently exercisable or exercisable within 60 days of December 31, 2019.2020.

 

(7)(6)

Includes 43,83764,321 shares underlying options that are currently exercisable or exercisable within 60 days of December 31, 2019.2020.

 

(8)(7)

Includes 125,507210,199 shares underlying options that are currently exercisable or exercisable within 60 days of December 31, 2019.2020.

(8)

Includes 36,167 shares that are deferred pursuant to the Sabre Corporation Non-Employee Directors Compensation Deferral Plan (“Deferral Plan”).

 

(9)

Includes 145,87528,551 shares that are deferred pursuant to the Deferral Plan.

(10)

Mr. Kellner retired from the Board effective April 29, 2020.

(11)

Ms. Newhouse is a nominee for director and does not currently serve on the Board of Directors.

(12)

Includes 36,167 shares that are deferred pursuant to the Deferral Plan.

(13)

Ms. Sturgis is a nominee for director and does not currently serve on the Board of Directors

(14)

Includes 100,885 shares that are deferred pursuant to the Deferral Plan, 372,613 shares underlying options that are currently exercisable or exercisable within 60 days of December 31, 2019.

(10)

Includes 14,671 shares underlying options that are currently exercisable or exercisable within 60 days of December 31, 2019.

(11)

Includes 27,879 shares that are deferred pursuant to the Sabre CorporationNon-Employee Directors Compensation Deferral Plan (“Deferral Plan”).

(12)

Includes 20,430 shares that are deferred pursuant to the Deferral Plan.

(13)

Includes 227,131 shares that are deferred pursuant to the Deferral Plan2020, and 480,647 shares underlying options that are currently exercisable or exercisable within 60 days of December 31, 2019.

(14)

Ms. Mandel is a nominee for director and does not currently serve on the Board.

(15)

Includes 27,879 shares that are deferred pursuant to the Deferral Plan.

(16)

Includes 8896,483 time-based restricted stock unit awards that vest within 60 days of December 31, 2019.

(17)

Includes 1,124 time-based restricted stock unit awards that vest within 60 days of December 31, 2019.

(18)

Includes 303,319 shares that are deferred pursuant to the Deferral Plan, 1,307,220 shares underlying options that are currently exercisable or exercisable within 60 days of December 31, 2019, and 2,013 time-based restricted stock unit awards that vest within 60 days of December 31, 2019.2020.

 

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  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS  

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We have adopted a written related party transaction policy. Pursuant to this policy, the Audit Committee of the Board of Directors is responsible for evaluating each related party transaction and determining whether the transaction is fair, reasonable and within our policy, and whether it should be ratified or approved. The Audit Committee, in evaluating a transaction, considers various factors, including the benefit of the transaction to us, the terms of the transaction and whether they are atarm’s-length and in the ordinary course of our business, the direct or indirect nature of the related party’s interest in the transaction, the size and expected term of the transaction, and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards. If less than a majority of the members of the Audit Committee is qualified to ratify or approve a transaction, the Audit Committee will submit the transaction to the disinterested directors of the Board of Directors, who will apply the same factors to evaluate, ratify or approve the transaction. The Audit Committee reviews, at least annually, a summary of our transactions with our directors and officers and with firms that employ our directors, as well as any other related party transactions.

 

 LOGO   Sabre Corporation    20202021 Proxy Statement    |    7593


  OTHER INFORMATION  

    

 

OTHER INFORMATION

Delinquent Section 16(a) Reports

 

Section 16(a) of the Exchange Act requires our directors, executive officers, and any person owning more than 10% of a class of our common stock to file reports with the SEC regarding their ownership of our stock and any changes in ownership. We maintain a compliance program to assist our directors and executive officers in making these filings. We believe that our executive officers, directors, and 10% stockholders timely complied with their filing requirements for 2019. With respect to 2017, a Form 4 was filed on behalf of Jami Kindle, our Senior Vice President – Finance and Controlling, on February 14, 2020 regarding an award of restricted stock units granted to her on September 15, 2017.2020.

2021 Stockholder Proposals

 

Proposals by stockholders for inclusion in our proxy statement and form of proxy for the Annual Meeting of Stockholders to be held in 2021 pursuant to Rule14a-8 of the Exchange Act should be addressed to the Corporate Secretary, Sabre Corporation, 3150 Sabre Drive, Southlake, Texas 76092, and must be received at this address no later than November 18, 2020.17, 2021. Any such proposals must also otherwise comply with the requirements of the SEC relating to stockholder proposals. Upon receipt of a proposal, we will determine whether or not to include the proposal in the proxy statement and form of proxy in accordance with applicable law. It is suggested that proposals be forwarded by certified mail, return receipt requested.

Proxy Access Nominations and Annual Meeting Advance Notice Requirements

 

Stockholders who wish to nominate one or more director candidates to be included in our proxy materials pursuant to Section 2.19 of our Bylaws (a “proxy access nomination”) must submit written notice of the nomination to the Corporate Secretary, which generally must be received at least 120 days, but not more than 150 days, before the anniversary of the date that we commenced mailing of our definitive proxy statement for the previous year’s annual meeting. Any notice of a proxy access nomination must comply with the requirements of our Bylaws, which may be found in the investors section of our website atwww.sabre.com,, and any applicable law.

Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the Board of Directors, to be submitted to the stockholders for consideration at an annual meeting but without being including in the Company’s proxy statement. In order for any matter to be “properly brought” before a meeting in accordance with the advance notice procedures in our Bylaws, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not earlier than the opening of business 120 days prior, and not later than the close of business 90 days before, the first anniversary date of the immediately preceding the Annual Meeting of Stockholders, or December 30, 202029, 2021 and January 29, 202128, 2022 for the 20212022 Annual Meeting of Stockholders. Our Bylaws also specify requirements as to the form and content of a stockholder’s notice.

76        LOGO   Sabre Corporation    2020 Proxy Statement


  OTHER INFORMATION  

Under our Bylaws, the Board of Directors may authorize rules and regulations for the conduct of meetings. Except to the extent inconsistent with such rules and regulations adopted by the Board of Directors, the chairman of the meeting of stockholders shall have the right to adopt rules and regulations for the conduct of meetings, which may have the effect of precluding the conduct of certain business at a meeting if the

94|LOGO   Sabre Corporation    2021 Proxy Statement


  OTHER INFORMATION  

rules and regulations are not followed. These procedures are only a summary of the provisions regarding stockholder nominations of directors and proposals of other business in our Bylaws. Please refer to our Bylaws for more information on these requirements.

The Chairman or other officer presiding at the Annual Meeting has the sole authority to determine whether any nomination or other proposal has been properly brought before the meeting in accordance with our Bylaws. If we receive a proposal other than pursuant to Rule14a-8 or a nomination for the 2021 Annual Meeting of Stockholders, and such nomination or other proposal is not delivered within the time frame specified in our Bylaws, then the persons appointed by the Board and named in the proxies for the 2020 Annual Meeting of Stockholders may exercise discretionary voting power if a vote is taken with respect to that nomination or other proposal.

Householding

 

Some stockholders as of the record date who have the same address and last name and have not previously requested electronic delivery of proxy materials will receive a single proxy package containing one annual report, one proxy statement, and multiple proxy cards for each stockholder. This procedure helps us reduce printing and postage costs associated with providing our proxy materials.

Once you have received notice that your broker or Sabre will be householding your materials, householding will continue until you are notified otherwise or you revoke your consent. You may request a separate copy of the Notice and/or set of our printed proxy materials by sending a written request to Sabre Corporation, 3150 Sabre Drive, Southlake, Texas 76092, Attention: Corporate Secretary, or by calling (682)605-1000.

If, at any time: (1) you no longer wish to participate in householding and would prefer to receive a separate set of our printed proxy materials or (2) you and another stockholder sharing the same address wish to participate in householding and prefer to receive one set of our printed proxy materials, please notify either your broker (if you hold your shares in street name) or Sabre (if you are a stockholder of record). You can notify Sabre by sending a written request to Sabre Corporation, 3150 Sabre Drive, Southlake, Texas 76092, Attention: Corporate Secretary.

 

By Order of the Board of Directors.

 

LOGO

Steve Milton

Corporate Secretary

SABRE CORPORATION

3150 Sabre Drive

Southlake, Texas 76092

Telephone: (682)605-1000

March 18, 20202021

 

 LOGO   Sabre Corporation    20202021 Proxy Statement    |    7795


    

  APPENDIX A  

 

AppendixAPPENDIX A

ReconciliationsSABRE CORPORATION

2021 OMNIBUS INCENTIVE COMPENSATION PLAN

1. Purpose of CertainNon-GAAP and GAAP Financial Measuresthe Plan.

 

This Sabre Corporation 2021 Omnibus Incentive Compensation Plan is intended to promote the interests of the Company and its stockholders by providing the employees of the Company, who are largely responsible for the management, growth, and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service of the Company. The following table sets forthPlan is designed to meet this intent by providing such employees with a proprietary interest in pursuing the reconciliationlong-term growth, profitability, and financial success of net income attributable to common stockholders to Adjusted Net Income, Adjusted EBITDA and Adjusted Operating Income (in thousands, except per share amounts; unaudited):the Company.

2. Definitions.

 

  

 

Year Ended December 31,

 

 

 

2019

 

 

 

2018

 

  

Net income attributable to common stockholders

 

  $

 

158,592

 

 

  $

 

337,531

 

 

  

Loss (income) from discontinued operations, net of tax

 

   

 

1,766

 

 

   

 

(1,739

 

)

 

  

Net income attributable to noncontrolling interests(1)

 

   

 

3,954

 

 

   

 

5,129

 

 

  

 

 

   

 

 

 
  

Income from continuing operations

 

   

 

164,312

 

 

   

 

340,921

 

 

  

Adjustments:

 

    
  

Acquisition-related amortization(2a)

 

   

 

64,604

 

 

   

 

68,008

 

 

  

Loss on extinguishment of debt

 

   

 

 

 

   

 

633

 

 

  

Other, net(4)

 

   

 

9,432

 

 

   

 

8,509

 

 

  

Acquisition-related costs(5)

 

   

 

41,037

 

 

   

 

3,266

 

 

  

Litigation costs, net(6)

 

   

 

(24,579

 

)

 

   

 

8,323

 

 

  

Stock-based compensation

 

   

 

66,885

 

 

   

 

57,263

 

 

  

Tax impact of net income adjustments(7)

 

   

 

(42,476

 

)

 

   

 

(59,353

 

)

 

  

 

 

   

 

 

 
  

Adjusted Net Income from continuing operations

 

  $

 

279,215

 

 

  $

 

427,570

 

 

  

 

 

   

 

 

 
  

Adjusted Net Income from continuing operations
per share

 

  $

 

1.01

 

 

  $

 

1.54

 

 

  

Diluted weighted-average common shares outstanding

 

   

 

276,217

 

 

   

 

277,518

 

 

  

Adjusted Net Income from continuing operations

 

  $

 

279,215

 

 

  $

 

427,570

 

 

  

Adjustments:

 

    
  

Depreciation and amortization of property and equipment(2b)

 

   

 

310,573

 

 

   

 

303,612

 

 

  

Amortization of capitalized implementation costs(2c)

 

   

 

39,444

 

 

   

 

41,724

 

 

  

Amortization of upfront incentive consideration(3)

 

   

 

82,935

 

 

   

 

77,622

 

 

  

Interest expense, net

 

   

 

156,391

 

 

   

 

157,017

 

 

  

Remaining provision for income taxes

 

   

 

77,802

 

 

   

 

116,845

 

 

  

 

 

   

 

 

 
  

Adjusted EBITDA

 

   

 

946,360

 

 

   

 

1,124,390

 

 

  

Less:

 

    
  

Depreciation and amortization(2)

 

   

 

414,621

 

 

   

 

413,344

 

 

  

Amortization of upfront incentive consideration(3)

 

   

 

82,935

 

 

   

 

77,622

 

 

  

Acquisition-related amortization(2a)

 

   

 

(64,604

 

)

 

   

 

(68,008

 

)

 

  

 

 

   

 

 

 
  

Adjusted Operating Income

  $

 

513,408

 

 

  $

 

701,432

 

 

  

 

 

   

 

 

 

As used in the Plan or in any instrument governing the terms of any Award, the following definitions apply to the terms indicated below:

(a) “Affiliate” means the Company and any of its direct or indirect Subsidiaries.

(b) “Affiliated Entitymeans any entity related to the Company as a member of a controlled group of corporations in accordance with Section 414(b) of the Code or as a trade or business under common control in accordance with Section 414(c) of the Code, for so long as such entity is so related, including without limitation any Affiliate.

(c) “Awards” mean all awards granted pursuant to the terms of the Plan including, but not limited to, Cash Incentive Awards, Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, restricted stock awards and restricted stock unit awards.

(d) “Award Agreement” means the written agreement, in a form determined by the Committee from time to time, between the Company and a Participant that evidences the grant of an Award and sets out the terms and conditions of an Award.

(e) “Board” means the Board of Directors of Sabre Corporation.

(f) “Cash Incentive Award” means an award granted pursuant to Section 8 of the Plan.

(g) “Cause” shall mean, when used in connection with the termination of a Participant’s Employment, (i) if the Participant is a participant in the Sabre Corporation Executive Severance Plan as of the Grant Date, the definition used in such Executive Severance Plan as of the Grant Date, (ii) if the Participant is not a participant in the Sabre Corporation Executive Severance Plan as of the Grant Date but has an effective employment agreement with the Company or any Affiliated Entity as of the Grant Date, the definition used in such employment agreement as of the Grant Date, or (iii) if the Participant is not a participant in the Sabre Corporation Executive Severance Plan and does not have an effective employment agreement as of

 

 LOGO   Sabre Corporation    20202021 Proxy Statement|    A-1


  APPENDIX A  

    

 

the Grant Date, unless otherwise provided in the Participant’s Award Agreement, the termination of the Participant’s Employment on account of (i) a failure of the Participant to substantially perform his or her duties (other than as a result of physical or mental illness or injury); (ii) the Participant’s willful misconduct or gross negligence which is injurious to the Company or any Affiliated Entity (whether financially, reputationally or otherwise); (iii) a breach by a Participant of the Participant’s fiduciary duty or duty of loyalty to the Company or any Affiliated Entity; (iv) the Participant’s unauthorized removal from the premises of the Company or any Affiliated Entity of any document (in any medium or form) relating to the Company, any Affiliated Entity, or the customers of the Company or any Affiliated Entity other than in the good faith performance of the Participant’s duties; or (v) the indictment or a plea of nolo contendere by the Participant of any felony or other serious crime involving moral turpitude. Any rights the Company or any Affiliated Entity may have hereunder in respect of the events giving rise to Cause shall be in addition to the rights the Company or Affiliated Entity may have under any other agreement with the Employee or at law or in equity. If, subsequent to the termination of Employment of a Participant which is not a participant in the Sabre Corporation Executive Severance Plan as of the Grant Date or without an effective employment agreement as of the Grant Date, it is discovered that such Participant’s Employment could have been terminated for Cause, as such term is defined above (unless otherwise defined in a Grant Agreement), the Participant’s Employment shall, at the election of the Board, in its sole discretion, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred. Once an entity ceases to be an Affiliated Entity, even if an effective employment agreement as of the Grant Date was with such entity, such agreement shall continue to apply with regard to defining Cause (and for such purpose references to such entity shall be deemed to be references to the Company and any entity that continues to be an Affiliated Entity).

(h) “Change in Control” means the occurrence of any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company on a consolidated basis to any Person or group of related persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof; (ii) the approval by the holders of the outstanding voting power of the Company of any plan or proposal for the liquidation or dissolution of the Company; (iii) any Person or Group(other than any employee benefit plan sponsored by Sabre Corporation) shall become the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of Common Stock representing more than 40% of the aggregate outstanding voting power of the Company and such Person or Group actually has the power to vote such Common Stock in any such election; (iv) the replacement of a majority of the Board over a Non-GAAPtwo-year Footnotesperiod from the directors who constituted the Board at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board then still in office who either were members of such Board at the beginning of such period or (v) consummation of a merger or consolidation of the Company with another entity in which the holders of the Common Stock of the Company immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, less than 50% of the common equity interests in the surviving corporation in such transaction. Notwithstanding the foregoing, with respect to any Award that constitutes “non-qualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of any payment in respect of such Award unless such event is also a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

 

(1)

Net income attributable tonon-controlling interests represents an adjustment to include earnings allocated tonon-controlling interest held in: Sabre Travel Network Middle East of 40%, Sabre Seyahat Dagitim Sistemleri A.S. of 40%, Sabre Travel Network Lanka (Pte) Ltd of 40%, and Sabre Bulgaria of 40%.

(2)

Depreciation and amortization expenses:

a.

Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date. Also includes amortization of the excess basis in our underlying equity interest in the net assets of Sabre Asia Pacific Pte Ltd. (“SAPPL”) prior to its acquisition on July 1, 2015.

b.

Depreciation and amortization of property and equipment includes software developed for internal use, as well as amortization of contract acquisition costs.

c.

Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model.

(3)

Our Travel Network business at times provides upfront incentive consideration to travel agency subscribers at the inception or modification of a service contract, which are capitalized and amortized to cost of revenue over an average expected life of the service contract, generally over three to ten years. This consideration is made with the objective of increasing the number of clients or to ensure or improve customer loyalty. These service contract terms are established such that the supplier and other fees generated over the life of the contract will exceed the cost of the incentive consideration provided up front. These service contracts with travel agency subscribers require that the customer commit to achieving certain economic objectives and generally have terms requiring repayment of the upfront incentive consideration if those objectives are not met.

(4)

In 2019, Other, net, primarily, includes foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency. In 2018, we recorded an expense of $5 million related to our liability under the TRA and an offsetting gain of $8 million on the sale of an investment. In addition, all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency.

(5)

Acquisition-related costs represent fees and expenses incurred associated with the 2018 agreement to acquire Farelogix, which is anticipated to close in 2020 as well as costs related to the acquisition of Radixx in 2019.

(6)

Litigation costs, net represent charges associated with antitrust litigation and other foreignnon-income tax contingency matters. In 2019, we recorded the reversal of our previously accrued loss related to the US Airways legal matter for $32 million. In 2018, we recordednon-income tax expense of $4 million for tax, penalties and interest associated with certainnon-income tax claims for historical periods regarding permanent establishment in a foreign jurisdiction.

(7)

The tax impact on net income adjustments includes the tax effect of each separate adjustment based on the statutory tax rate for the jurisdiction(s) in which the adjustment was taxable or deductible, and the tax effect of items that relate to tax specific financial transactions, tax law changes, uncertain tax positions and other items. In 2018, the tax impact on net income adjustments includes a benefit of $27 million related to the provisional impact for deferred taxes and foreign tax effects recorded for the enactment of the TCJA in 2017.

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(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations, and administrative guidance issued thereunder.

(j) “Committee” means the Compensation Committee of the Board or such other committee as the Board shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.

(k) “Common Stock” means Sabre Corporation Common Stock, $0.01 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 11 of the Plan.

(l) “Company” means Sabre Corporation and all of its Subsidiaries, collectively.

(m) “Deferred Compensation Plan” means any plan, agreement or arrangement maintained by the Company from time to time that is established or maintained under this Plan and that provides opportunities for deferral of compensation.

(n) “Disability” shall mean a permanent disability as defined in the Company’s or an Affiliate’s disability plans, or as determined from time to time by the Company, in its sole discretion, or as specified in the Participant’s Award Agreement, provided that (i) in the event the Participant is a participant in the Sabre Corporation Executive Severance Plan and such Executive Severance Plan contains a different definition of the term “Disability” (or any derivation of such term), the definition in such Executive Severance Plan shall control or (ii) in the event the Participant is not a participant in the Sabre Corporation Executive Severance Plan but is a party to an effective employment agreement with the Company or any Affiliated Entity as of the Grant Date, and such agreement contains or operates under a different definition of “Disability” (or any derivative of such term), the definition of Disability used in such agreement at the time of grant shall be substituted for the definition set forth above for all purposes hereunder.

(o) “Effective Date” means the date the Plan is approved by the Company’s stockholders.

(p) “Employment” shall mean, except as otherwise required by Section 409A of the Code, employment with the Company or any Affiliated Entity, and shall include the provision of services as a consultant for the Company or any Affiliated Entity. A Participant’s Employment shall terminate on the date the Participant is no longer employed by an entity that is at least one of (i) the Company, (ii) an Affiliate, or (iii) an entity that is an Affiliated Entity as of such date. “Employed” shall have a correlative meaning.

(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(r) “Fair Market Value” means, with respect to a share of Common Stock, as of the applicable date of determination (i) closing price of a share of Common Stock on the date of grant as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading or (ii) if not so reported, the average of the closing bid and ask prices on the date of grant as reported on the NASDAQ Stock Market. In the event that the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its sole discretion taking into account the requirements of Section 409A of the Code.

(s) “Good Reason” shall mean, unless otherwise defined in a Participant’s Award Agreement (i) a material diminution in a Participant’s duties and responsibilities other than a change in such Participant’s duties and

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responsibilities that results from becoming part of a larger organization following a Change in Control, (ii) a decrease in a Participant’s base salary or bonus opportunity other than a proportionate decrease in bonus opportunity of less than 10% that applies to employees generally of the Company or its Affiliates otherwise eligible to participate in the affected plan, or (iii) a relocation of a Participant’s primary work location more than 50 miles from the Participant’s work location immediately prior to the Participant’s commencement of participation in the Plan, without the Participant’s prior written consent; provided, that, within twenty days following the occurrence of any of the events set forth herein, the Participant shall have delivered written notice to the Company of his or her intention to terminate his or her Employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Participant’s right to terminate Employment for Good Reason, and the Company shall not have cured such circumstances within thirty days following the Company’s receipt of such notice. Notwithstanding the foregoing, if, as of the Grant Date, the Participant is a participant in the Sabre Corporation Executive Severance Plan and such Executive Severance Plan contains a different definition of the term “Good Reason” (or any derivation of such term), the definition in such Executive Severance Plan as of the Grant Date shall control or, if the Participant is not a participant in the Sabre Corporation Executive Severance Plan but is a party to an effective employment with the Company or any Affiliated Entity that contains a different definition of the term “Good Reason” (or any derivation of such term), the definition in such employment agreement as of the Grant Date shall control. Once an entity ceases to be an Affiliated Entity, even if an effective employment agreement as of the Grant Date was with such entity, such agreement shall continue to apply with regard to defining Good Reason (and for such purpose references to such entity shall be deemed to be references to the Company and any entity that continues to be an Affiliated Entity).

(t) “Grant Date” means the date designated by the Committee and specified in the Award Agreement as the date the Award is granted.

(u) “Incentive Stock Option” means an Option qualified under Section 422 of the Code.

(v) “Non-Qualified Stock Option” means an Option that is not an “incentive stock option” within the meaning of Section 422 of the Code.

(w) “Option” means a stock option to purchase shares of Common Stock granted to a Participant pursuant to Section 6 of the Plan.

(x) “Other Stock-Based Award” means an award granted to a Participant pursuant to Section 7 of the Plan.

(y) “Participant” means an employee or other individual service provider of the Company who is eligible to participate in the Plan and to whom one or more Awards have been granted and, following the death of any such Person, his successors, heirs, executors, and administrators, as the case may be. For the avoidance of doubt, an individual who is serving as both an employee or individual consultant or other service provider in addition to his or her service as a member of the Board, such as an individual serving as an Executive Chairman of the Board or in another similar position, will be eligible to participate in the Plan and receive Awards hereunder (to the extent determined by the Committee from time to time) in respect of such employment or other provision of services.

(z) “Performance Measures” means such measures as are described in Section 9.

(aa) “Person” means a “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) of the Exchange Act.

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(ab) “Plan” means this Sabre Corporation 2021 Omnibus Incentive Compensation Plan, as it may be amended from time to time.

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

(ad) “Qualifying Termination” shall mean, with respect to a Participant, (i) a termination of such Participant’s Employment by the Company or any of its then-Affiliated Entities) without Cause or by the Participant for Good Reason, or (ii) a termination of such Participant’s Employment in the event of a Participant’s death or Disability, in each of (i) or (ii), following a Change in Control of the Company. It is understood that a Participant shall not have a Qualifying Termination by virtue of ceasing to be Employed by an entity or its subsidiaries undergoing a Change in Control where, following such Change in Control, the Participant remains employed by an entity that was an Affiliated Entity of the entity or its subsidiaries undergoing a Change in Control immediately prior to such Change in Control.

(ae) “Sabre Corporation” means Sabre Corporation, a Delaware corporation, and any successor thereto.

(af) “Securities Act” means the Securities Act of 1933, as amended.

(ag) “Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act.

3. Stock Subject to the Plan, Share Counting Rules, and Individual Award Limits.

(a) Subject to adjustment as provided in Section 11 and the provisions of this Section 3, the number of shares of Common Stock that may be covered by Awards granted under the Plan shall be the sum of: (i) 12,000,000 shares of Common Stock, (ii) the number of shares remaining available for issuance under the Prior Plans that are not the subject of outstanding Awards as of the Effective Date, and (iii) any shares subject to outstanding Awards under any Prior Plan as of the Effective Date that become available for issuance in accordance with the share counting provisions of such Prior Plans. Shares of Common Stock issued under the Plan may be either authorized and unissued shares or treasury shares, or both, in the sole discretion of the Committee.

(b) For purposes of the preceding paragraph, shares of Common Stock covered by Awards shall only be counted as used or issued to the extent they are actually issued and delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant to the Plan provided, however, that if the exercise price or tax withholding requirements related to any Award granted under the Plan is satisfied through the withholding by the Company of shares of Common Stock that are otherwise then deliverable in respect of such Award or through actual or constructive transfer to the Company of shares of Common Stock already owned, the number of shares of Common Stock withheld or transferred, will be deemed delivered for purposes of determining the number of shares of Common Stock available for issuance or transfer under the Plan. Furthermore, any shares of Common Stock received by a Participant in connection with an exercise of Options that are subsequently repurchased by the Company will be deemed delivered for purposes of determining the number of shares of Common Stock available for issuance or transfer under the Plan. However, if all or any portion of an Award issued pursuant to the Plan expires, or

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is forfeited, terminated or cancelled, without the issuance of shares of Common Stock, or is exchanged with the Committee’s permission, prior to the issuance of shares of Common Stock, for an Award not involving shares of Common Stock, the number of shares of Common Stock subject to Awards that have been so forfeited, terminated, cancelled, or have expired, as the case may be, will again be available for issuance or transfer under the Plan. In addition, because shares of Common Stock will count against the number reserved in Section 3(a) upon delivery, and subject to the share counting rules under this Section 3(b), the Committee may determine that Awards may be outstanding that relate to a greater number of shares of Common Stock than the aggregate remaining available under the Plan, so long as Awards will not result in delivery and vesting of shares of Common Stock in excess of the number then available under the Plan.

(c) Shares of Common Stock covered by Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion, or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the meaning of NASDAQ Listing Rule 5635) as provided in Section 11 of the Plan shall not count as used under the Plan for purposes of Section 3.

(d) Notwithstanding anything in the Plan to the contrary, and subject to adjustment as provided in Section 11:

(i) the number of shares of Common Stock that may be covered by Incentive Stock Options shall not exceed 12,000,000 shares of Common Stock in the aggregate;

(ii) the number of shares of Common Stock that may be covered by Awards (other than Options or stock appreciation rights) granted under the Plan to any Participant in a single fiscal year of the Company may not exceed 2,000,000 shares, and the number of shares of Common Stock that may be covered by Options or stock appreciation rights granted under the Plan to any Participant in a single fiscal year of the Company may not exceed 2,000,000 shares; and

(iii) the amount payable with respect to any Cash Incentive Award granted under the Plan to any Participant in a single fiscal year of the Company that is subject to performance-based vesting may not exceed (i) $5,000,000.

4. Administration of the Plan.

(a) The Committee

The Plan shall be administered by the Board or a Committee of the Board consisting of two or more persons, each of whom may, from time to time, qualify as a “non-employee director” (within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act) and as “independent” within the meaning of any applicable stock exchange or similar regulatory authority on which the Common Stock is then listed, in each case if and to the extent required by applicable law.

(b) Grant of Awards

(i) The Committee shall, consistent with the terms of the Plan, from time to time designate those individuals who shall be granted Awards under the Plan and the amount, type, and other terms and conditions of such Awards, which need not be identical for each Participant. The Committee shall have full

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discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan and the terms of any Award (and any Award Agreement) granted thereunder and to adopt, amend and rescind from time to time such rules and regulations for the administration of the Plan as the Committee may deem necessary or appropriate. Decisions of the Committee shall be final, binding, and conclusive on all parties.

(ii) Awards granted under the Plan may, in the Committee’s discretion, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award, any award granted under another plan of the Company or any business entity to be acquired by the Company, or any other right of a Participant to receive payment from the Company. Awards granted in addition to or in tandem with other Awards or awards may be granted either as of the same time as, or a different time from, the grant of such other Awards or awards.

(iii) On or after the Grant Date of an Award under the Plan, the Committee may (i) accelerate the date on which any such Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Award, including, without limitation, extending the period following a termination of a Participant’s Employment during which any such Award may remain outstanding, (iii) waive any conditions to the vesting, exercisability, or transferability, as the case may be, of any such Award, (iv) grant other Awards in addition to, in tandem with, or in substitution or exchange for, any Award, any award granted under another plan of the Company or any business entity to be acquired by the Company, or (v) provide for the accrual and payment of dividends or dividend equivalents with respect to any such Award, provided that in the case of this (v), no dividend equivalents shall 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 shall not vest unless and until the restricted stock awards to which such dividends relate have also vested; provided, further, in each of (i) through (v) that the Committee shall not have any such authority and shall not take any such action 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 and provided further, that the vesting period for ninety-five percent (95%) of the shares of Common Stock issued pursuant to Options and Other-Stock Based Awards shall be a minimum of one (1) year from the date of grant. Notwithstanding anything herein to the contrary, without the approval of the stockholders of the Company, the Company shall not reprice any stock option (within the meaning of NASDAQ Listing Rule 5635(c) and any other formal or informal guidance issued by the NASDAQ), which for this purpose also means any of the following or any other action that has the same effect: (i) lowering the exercise price of an Option or stock appreciation right after it is granted, (ii) any other action that is treated as a repricing under United States generally accepted accounting principles, or (iii) canceling an Option or stock appreciation right at a time when its exercise price exceeds the Fair Market Value of the underlying shares of Common Stock, in exchange for another Option or stock appreciation right, shares of restricted Common Stock, other Awards, cash or other property; provided, however, that the foregoing transactions shall not be deemed a repricing if pursuant to an adjustment or other action authorized under Section 11.

(iv) The Committee may grant dividend equivalents to any Participant based on the dividends declared on shares of Common Stock that are subject to any Award during the period between the Grant Date and the date the Award is exercised, vests, pays out, or expires. Such dividend equivalents may be awarded or paid in the form of cash, shares of Common Stock, restricted stock, or restricted stock units, or a combination, and shall be determined by such formula and at such time and subject to such accrual, forfeiture, or payout restrictions or limitations as determined by the Committee in its sole discretion.

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(v) In addition, the Committee may permit a Participant to defer such Participant’s receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be due to such Participant in connection with any Award. If any such deferral is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures, in accordance with Section 409A of the Code (to the extent applicable), for such payment or Common Stock delivery deferrals and any notional earnings to be credited on such deferred amounts.

(c) Delegation of Authority

(i) All of the powers and responsibilities of the Committee under the Plan may be delegated by the Committee, in writing, to any subcommittee thereof, in which case the acts of such subcommittee shall be deemed to be acts of the Committee hereunder. The Committee may also from time to time authorize a subcommittee consisting of one or more members of the Board of Directors (including members who are employees of the Company) or employees of the Company to grant Awards to persons who are not “executive officers” of the Company (within the meaning of Rule 16a-1 under the Exchange Act), subject to such restrictions and limitations as the Committee may specify and to the requirements of Section 157 of the Delaware General Corporation Law.

(ii) In addition, the Committee may delegate the administration of the Plan to one or more officers or employees of the Company, and such administrator(s) may have the authority to execute and distribute Award Agreements or other documents evidencing or relating to Awards granted by the Committee under this Plan, to maintain records relating to Awards, to process or oversee the issuance of Common Stock under Awards, to interpret and administer the terms of Awards, and to take such other actions as may be necessary or appropriate for the administration of the Plan and of Awards under the Plan, provided that in no case shall any such administrator be authorized (i) to grant Awards under the Plan, (ii) to take any action inconsistent with Section 409A of the Code or (iii) to take any action inconsistent with Section 157 of the Delaware General Corporation Law and other applicable provisions of the Delaware General Corporation Law. Any action by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee and, except as otherwise specifically provided, references in this Plan to the Committee shall include any such administrator. The Committee and, to the extent it so provides, any subcommittee, shall have sole authority to determine whether to review any actions and/or interpretations of any such administrator, and if the Committee shall decide to conduct such a review, any such actions and/or interpretations of any such administrator shall be subject to approval, disapproval, or modification by the Committee.

(d) Payments by the Company and Registration of Common Stock

(i) The Company shall pay any amount payable with respect to an Award in accordance with the terms of such Award, provided that the Committee may, in its discretion, defer the payment of amounts payable with respect to an Award subject to and in accordance with the terms of any Deferred Compensation Plan, to the extent such Deferred Compensation Plan permits deferral of Awards granted hereunder. Payments to be made by the Company upon the exercise or settlement of an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, Common Stock, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The settlement of any Award may be accelerated, and cash paid in lieu of Common Stock in connection with such settlement, in the Committee’s discretion or upon occurrence of one or more specified events; provided that, with respect to any Award subject to Section 409A of the Code, such acceleration or payment shall comply with Section 409A of the Code.

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(ii) The Company may, to the extent permitted by applicable law and permissible under Section 409A of the Code, deduct from and set off against any amounts the Company may owe to the Participant from time to time (including amounts payable in connection with any Award, owed as wages, fringe benefits, or other compensation owed to the Participant), such amounts as may be owed by the Participant to the Company, although the Participant shall remain liable for any part of the Participant’s payment obligation not satisfied through such deduction and setoff. By accepting any Award granted hereunder, the Participant agrees to any deduction or setoff under this Section 4.

(iii) Sabre Corporation shall be under no obligation to effect the registration pursuant to the Securities Act of any shares of Common Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, Sabre Corporation shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock pursuant to the Plan unless and until Sabre Corporation is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded.

(iv) Furthermore, the Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of Common Stock or payment of other benefits under any Award until completion of such registration or qualification of such Common Stock or other required action under any federal or state law, rule or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the Common Stock or other securities of the Company are listed or quoted, or compliance with any other obligation of the Company, as the Committee may consider appropriate, and may require any Participant to make such representations, furnish such information and comply with or be subject to such other conditions (including that the certificates evidencing shares of Common Stock bear such legends) as it may consider appropriate in connection with the issuance or delivery of Common Stock or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other obligations; provided that the Committee shall take no action to the extent that the taking of such action would cause any tax to become due under Section 409A of the Code. The foregoing notwithstanding, in connection with a Change in Control, the Company shall take or cause to be taken no action, and shall undertake or permit to arise no legal or contractual obligation, that results or would result in any postponement of the issuance or delivery of Common Stock or payment of benefits under any Award or the imposition of any other conditions on such issuance, delivery, or payment, to the extent that such postponement or other condition would represent a greater burden on a Participant than existed on the 90th day preceding the Change in Control.

(e) Limitation on Liability

(i) The Committee may employ attorneys, consultants, accountants, agents, and other persons, and the Committee, the Company, and its officers, directors, and employees shall be entitled, in good faith, to rely or act upon any advice, opinions, or valuations of any such persons. In addition, the Committee and each member thereof, and any person acting pursuant to authority delegated by the Committee, shall be entitled, in good faith, to rely or act upon any report or other information furnished by any officer, director, or employee of the Company, the Company’s independent auditors, consultants, or any other agents assisting in the administration of the Plan.

(ii) No member of the Committee, nor any person acting pursuant to authority delegated by the Committee, nor any officer, director, or employee of the Company acting at the direction or on behalf of

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the Committee, shall be liable for any action, omission, or determination relating to the Plan, and Sabre Corporation shall, to the fullest extent permitted by law, indemnify and hold harmless each member of the Committee, each person acting pursuant to authority delegated by the Committee, and each other officer, director, or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission, or determination was taken or made by such member, director, employee, or other person acting pursuant to authority delegated by the Committee in bad faith and without reasonable belief that it was in the best interests of the Company.

5. Eligibility.

The Persons who shall be eligible to receive Awards pursuant to the Plan shall be those employees of the Company whom the Committee shall select from time to time. Eligible persons shall include any Person who has been offered Employment by the Company, provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such person has commenced Employment. Each Award granted under the Plan shall be evidenced by an instrument in writing in form and substance approved by the Committee.

6. Options.

The Committee may from time to time grant Options, subject to the following terms and conditions:

(a) Exercise Price

The exercise price per share of Common Stock covered by any Option shall be not less than 100% of the Fair Market Value of a share of Common Stock on the Grant Date. The Award Agreement of each Option shall fix the exercise price and clearly identify such Option as either an Incentive Stock Option or as a Non-Qualified Stock Option.

(b) Term and Exercise of Options

(i) Each Option shall become vested and exercisable on such date or dates, during such period, and for such number of shares of Common Stock as shall be determined by the Committee on or after the date such Option is granted; provided, however, that no Option shall be exercisable after the expiration of ten years from the date such Option is granted; and, provided, further, that each Option shall be subject to earlier termination, expiration, or cancellation as provided in the Plan or in the relevant Award Agreement.

(ii) Each Option may be exercised in whole or in part. The partial exercise of an Option shall not cause the expiration, termination, or cancellation of the remaining portion thereof.

(iii) An Option shall be exercised by such methods and procedures as the Committee determines from time to time, including, without limitation, through net physical settlement.

(iv) Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the

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lifetime of a Participant, only by the Participant; provided, however, that the Committee may permit Non-Qualified Stock Options to be sold, pledged, assigned, hypothecated, transferred, or disposed of, on a general or specific basis, subject to such conditions and limitations as the Committee may determine. In addition, the Committee may impose such restrictions on any shares acquired pursuant to the exercise of an Option as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such shares.

(v) Options granted under the Plan are intended to be exempt from Section 409A of the Code.

(c) Special Rules for Incentive Stock Options

(i) The aggregate Fair Market Value of shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under the Plan and any other stock option plan of the Company shall not exceed $100,000. Such Fair Market Value shall be determined as of the Grant Date of such Incentive Stock Option. In the event that the aggregate Fair Market Value of shares of Common Stock with respect to such Incentive Stock Options exceeds $100,000, then Incentive Stock Options granted hereunder to such Participant shall, to the extent and in the order required by regulations promulgated under the Code (or any other authority having the force of regulations), automatically be deemed to be Non-Qualified Stock Options, but all other terms and provisions of such Incentive Stock Options shall remain unchanged. In the absence of such regulations (and authority), or in the event such regulations (or authority) require or permit a designation of the Options which shall cease to constitute Incentive Stock Options, Incentive Stock Options granted hereunder shall, to the extent of such excess and in the order in which they were granted, automatically be deemed to be Non-Qualified Stock Options, but all other terms and provisions of such Incentive Stock Options shall remain unchanged.

(ii) Incentive Stock Options may only be granted to individuals who are employees of the Company. No Incentive Stock Option may be granted to an individual if, at the time of the proposed grant, such individual owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of Sabre Corporation or any of its Subsidiaries, unless (i) the exercise price of such Incentive Stock Option is at least one hundred and ten percent (110%) of the Fair Market Value of a share of Common Stock at the time such Incentive Stock Option is granted and (ii) such Incentive Stock Option is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted.

7. Other Stock-Based Awards.

The Committee may from time to time grant equity, equity-based or equity-related Awards not otherwise described herein in such amounts and subject to such terms and conditions as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may (i) involve the transfer of actual shares of Common Stock to Participants, 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 Other Stock-Based Award shall be

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denominated in, or shall have a value determined by reference to, a number of shares of Common Stock that is specified at the time of the grant of such award. Notwithstanding the foregoing, to the extent any such Other Stock-Based Award is subject to Section 409A of the Code, the Award Agreement of such Other Stock-Based Award shall contain terms and conditions (including, without limitation and to the extent applicable, deferral and payment provisions) that comply with Section 409A of the Code.

8. Cash Incentive Awards.

The Committee may grant to any Participant Cash Incentive Awards that are subject to the terms and conditions of the Plan. Cash Incentive Awards granted under the Plan may be settled in cash or in other property, including shares of Common Stock, provided that the term “Cash Incentive Award” shall exclude any Option or Other Stock-Based Award. Without limiting the generality of the foregoing, a Cash Incentive Award may provide for target awards based on allocation among Participants of a bonus or incentive pool. For the avoidance of doubt, nothing herein is intended to limit or shall limit the Company’s ability to grant cash-based awards that are not subject to the Plan.

9. Performance-Based Compensation.

(a) The Committee may issue Awards under the Plan, the grant, payment or vesting of which is conditioned upon the satisfaction of Performance Measures. Such Performance Measures 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, or improvements or attainment of working capital levels or debt reduction, or such other measures as the Committee may determine from time to time. A Performance Measure (i) may relate to the performance of the Participant, Sabre Corporation, a Subsidiary, any business group, business unit or other subdivision of the Company, or any combination of the foregoing, as the Committee deems appropriate and (ii) may be expressed as an amount, as an increase or decrease over a specified period, as a relative comparison to the performance of a group of comparator companies or a published or special index, or any other measure of the selected performance criteria, as the Committee deems appropriate. Performance goals may differ for Awards granted to any one Participant or to different Participants. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances, render previously established Performance Measures unsuitable, the Committee may in its discretion modify such Performance Measures or the related levels of achievement, in whole or in part, as the Committee deems appropriate and equitable.

(b) The Committee shall determine the length of the measurement or performance period applicable to each Award whose grant, vesting or payment is subject to the achievement of Performance Measures. Such measurement or performance periods may be overlapping.

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  APPENDIX A  

(c) Nothing in this Section 9 is intended to limit the Committee’s discretion to adopt conditions with respect to any Award, or to require the Committee to issue Awards. The Committee may, subject to the terms of the Plan, amend previously granted Awards whose grant, vesting or payment is subject to Performance Measures.

10. Effect of Separation from Service.

(a) Each Award Agreement shall set forth the effect of the Participant’s termination of Employment on any outstanding Awards. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Awards issued, and may reflect distinctions based on the reasons for the termination of Employment.

(b) Except as to any awards constituting stock rights exempt from Section 409A of the Code, termination of Employment shall mean a ‘separation from service’ within the meaning of Section 409A, unless the Participant is retained as a consultant pursuant to a written agreement and such agreement provides otherwise. The Employment of a Participant with the Company shall be deemed to have terminated for all purposes of the Plan if such person is employed by or provides services to a Person that is a Subsidiary of the Company and such Person ceases to be a Subsidiary of the Company, unless the Committee determines otherwise. Subject to Section 409A and unless otherwise determined by the Committee, (i) a Participant who ceases to be an employee of the Company but continues, or simultaneously commences, services as a director on the Board shall not be deemed to have had a termination of Employment for purposes of the Plan and (ii) a Participant who ceases to be an employee of the Company but continues, or simultaneously commences, services as an independent contractor or consultant to the Company shall be deemed to have had a termination of Employment for purposes of the Plan. Without limiting the generality of the foregoing, the Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of Employment. Furthermore, no payment shall be made with respect to any Awards under the Plan that are subject to Section 409A of the Code as a result of any such authorized leave of absence or absence in military or government service unless such authorized leave or absence constitutes a separation from service for purposes of Section 409A of the Code and the regulations promulgated thereunder.

11. Adjustment Upon Certain Changes.

(a) Shares Available for Grants

In the event of any change in the number of shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares, or similar corporate change, the maximum aggregate number of shares of Common Stock with respect to which the Committee may grant Awards in any year, and the maximum aggregate number of shares of Common Stock with respect to which the Committee may grant Awards to any individual Participant in any year, shall be appropriately adjusted by the Committee. In the event of any change in the number of shares of Common Stock outstanding by reason of any other similar event or transaction, the Committee shall, to the extent deemed appropriate by the Committee, make such adjustments in the number and class of shares of Common Stock with respect to which Awards may be granted.

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  APPENDIX A  

(b) Increase or Decrease in Issued Shares Without Consideration

In the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other increase or decrease in the number of such shares effected without receipt or payment of consideration by the Company, the Committee shall, to the extent deemed appropriate by the Committee, appropriately adjust the number of shares of Common Stock subject to each outstanding Award and the exercise price per share of Common Stock of each such Award.

(c) Certain Mergers

In the event that any merger, consolidation or similar transaction as a result of which the holders of shares of Common Stock receive consideration consisting exclusively of securities of the surviving corporation in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust each Award outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of shares of Common Stock subject to such Award would have received in such merger or consolidation.

(d) Certain Other Transactions

In the event of (i) a dissolution or liquidation of Sabre Corporation, (ii) a sale of all or substantially all of the Company’s assets (on a consolidated basis), (iii) a merger, consolidation, or similar transaction involving Sabre Corporation in which Sabre Corporation is not the surviving corporation, or (iv) a merger, consolidation or similar transaction involving Sabre Corporation in the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, other than shares of the surviving corporation in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, but subject to Section 409A of the Code to the extent applicable, have the power to:

(i) cancel, effective immediately prior to the occurrence of such event, each Award (whether or not then exercisable, and including, without limitation, Awards with an exercise price that exceeds the then-current Fair Market Value of the Common Stock), and, in full consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each share of Common Stock subject to such Award, equal to the value, as determined by the Committee in its reasonable discretion, of such Award, provided that with respect to any outstanding Option such value shall be equal to the excess, if any, of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash) received by the holder of a share of Common Stock as a result of such event over (B) the exercise price of such Option; and

(ii) provide for the exchange of each Award (whether or not then exercisable or vested) for an Award with respect to (A) some or all of the property which a holder of the number of shares of Common Stock subject to such Award would have received in such transactionor (B) securities of the acquiror or surviving entity and, incident thereto, make an equitable adjustment as determined by the Committee in the exercise price of the Award, or the number of shares or amount of property subject to the Award or provide for a payment (in cash or other property) to the Participant to whom such Award was granted in partial consideration for the exchange of the Award.

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  APPENDIX A  

(e) Other Changes

In the event of any change in the capitalization of Sabre Corporation or corporate change other than those specifically referred to in paragraphs (b), (c), or (d), including, without limitation, an extraordinary cash dividend, the Committee shall, to the extent deemed appropriate by the Committee, make such adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in such other terms of such Awards as the Committee may consider appropriate.

(f) Cash Incentive Awards

In the event of any transaction or event described in this Section 11, including without limitation any corporate change referred to in paragraph (e) hereof, the Committee may, as the Committee may consider appropriate in respect of such transaction or event, make such adjustments in the terms and conditions of any Cash Incentive Awards.

(g) No Other Rights

Except as expressly provided in the Plan or any Award Agreement, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or dividend equivalents, any increase or decrease in the number of shares of stock of any class, or any dissolution, liquidation, merger, or consolidation of Sabre Corporation or any other corporation. Except as expressly provided in the Plan, no issuance by Sabre Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any Award.

(h) Savings Clause

No provision of this Section 11 shall be given effect to the extent that such provision (i) would cause any tax to become due under Section 409A of the Code or (ii) would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act.

12. Change in Control.

Except as otherwise set forth in a Participant’s Award Agreement, in the event (a) a Participant has a Qualifying Termination following a Change in Control of the Company or (b) of a Change in Control in which outstanding Awards are not assumed, continued, or substituted by the surviving corporation:

(i) All deferral of settlement, forfeiture conditions and other restrictions applicable to Awards granted under the Plan shall lapse and such Awards shall be deemed fully vested as of the time of the Change in Control without regard to deferral and vesting conditions; and

(ii) Any Award carrying a right to exercise that was not previously exercisable and vested shall become fully exercisable and vested as of the time of the Change in Control.

13. Rights under the Plan.

(a) No person shall have any rights as a stockholder with respect to any shares of Common Stock covered by or relating to any Award granted pursuant to the Plan until the date of the issuance of such shares on

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  APPENDIX A  

the books and records of Sabre Corporation. Except as otherwise expressly provided in Section 11 hereof, no adjustment of any Award shall be made for dividends or other rights for which the record date occurs prior to the date such stock certificate is issued. Nothing in this Section 13 is intended, or should be construed, to limit authority of the Committee to cause the Company to make payments based on the dividends that would be payable with respect to any share of Common Stock if it were issued or outstanding, or to grant rights related to such dividends.

(b) Nothing in the Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (b) limit the right or power of the Company to take any action which such entity deems to be necessary or appropriate. Neither the adoption of the Plan nor the grant of any Award shall be construed as creating any limitations on the power of the Board of Directors or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.

(c) The Company shall not have any obligation to establish any separate fund or trust or other segregation of assets to provide for payments under the Plan. To the extent any person acquires any rights to receive payments hereunder from the Company, such rights shall be no greater than those of an unsecured creditor. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other person. The Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended.

14. No Special Employment Rights; No Right to Award.

(a) Nothing contained in the Plan or any Award shall confer upon any Participant any right with respect to the continuation of his employment by or service to the Company or interfere in any way with the right of the Company at any time to terminate such employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award.

(b) No person shall have any claim or right to receive an Award hereunder. The Committee’s granting of an Award to a Participant at any time shall neither require the Committee to grant an Award to such Participant or any other Participant or other person at any time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other person.

15. Tax Provisions & Withholding.

(a) Cash Remittance

Whenever shares of Common Stock are to be issued upon the exercise of an Option or the grant or vesting of an Award, and whenever any amount shall become payable in respect of any Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state, and local withholding tax requirements, if any, attributable to such exercise, grant, vesting, or payment prior to the delivery of any certificate or certificates for such shares or the effectiveness of the lapse of such restrictions or making of such payment. In addition, upon the exercise or settlement of any Award in cash, or any payment with respect to any Award, the Company shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state,

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  APPENDIX A  

and local withholding tax requirements, if any, attributable to such exercise, settlement, or payment. The Company can delay the delivery to a Participant of any Common Stock or cash payable to such Participant to determine the amount of withholding to be collected and to collect and process such withholding.

(b) Stock Remittance

At the election of the Participant, subject to the approval of the Committee, when shares of Common Stock are to be issued upon the exercise, grant, or vesting of an Award, the Participant may tender to Sabre Corporation a number of shares of Common Stock that have been owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the federal, state, and local withholding tax requirements, if any, attributable to such exercise, grant, or vesting but not greater than such withholding obligations. Such election (i) shall be irrevocable, made in writing, and signed by the Participant, (ii) shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate, and (iii) shall satisfy the Participant’s obligations under this Section 15, if any. The Company can delay the delivery to a Participant of any Common Stock or cash payable to such Participant to determine the amount of withholding to be collected and to collect and process such withholding.

(c) Stock Withholding

At the election of the Participant, subject to the approval of the Committee, when shares of Common Stock are to be issued upon the exercise, grant, or vesting of an Award, the Company shall withhold a number of such shares having a Fair Market Value at the exercise date determined by the Committee to be sufficient to satisfy the federal, state, and local withholding tax requirements, if any, attributable to such exercise, grant, or vesting but not greater than such withholding obligations. Such election (i) shall be irrevocable, made in writing, and signed by the Participant, (ii) shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate, and (iii) shall satisfy the Participant’s obligations under this Section 15, if any. The Company can delay the delivery to a Participant of any Common Stock or cash payable to such Participant to determine the amount of withholding to be collected and to collect and process such withholding.

(d) Consent to and Notification of Section 83(b) Election

No election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code) or under a similar provision of the laws of a jurisdiction outside the United States may be made unless expressly permitted by the terms of the Award Agreement or by action of the Committee in writing prior to the making of such election. In any case in which a Participant is permitted to make such an election in connection with an Award, the Participant shall notify the Company of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code or other applicable provision.

(e) Notification Upon Disqualifying Disposition Under Section 421(b)

If any Participant shall make any disposition of shares of Common Stock delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (i.e., a disqualifying disposition), such Participant shall notify the Company of such disposition within ten days thereof.

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  APPENDIX A  

16. Amendment or Termination of the Plan.

(a) The Board 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 stock exchange requires stockholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan; provided that no provision of this Section 16 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

(b) Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, materially adversely affect the Participant’s rights under any previously granted and outstanding Award.

(c) Nothing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.

17. No Obligation to Exercise.

The grant to a Participant of an Award shall impose no obligation upon such Participant to exercise such Award.

18. Transfer Restrictions.

(a) Upon the death of a Participant, outstanding Awards granted to such Participant may be exercised only by the executors or administrators of the Participant’s estate or by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution. No transfer by will or the laws of descent and distribution of any Award, or the right to exercise any Award, shall be effective to bind the Company unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Award.

(b) Except as provided in the preceding paragraph (regarding transfers upon the death of a Participant) and Section 6 (regarding the transfer of certain Non-Qualified Stock Options), no Award or other right or interest of a Participant under the Plan shall be pledged, hypothecated, or otherwise encumbered or subject to any lien, obligation, or liability of such Participant to any party (other than the Company), or assigned or transferred by such Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except that Awards and other rights (other than Incentive Stock Options and Stock Appreciation Rights in tandem therewith) may be transferred to one or more transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee, subject to any terms and conditions which the Committee may impose thereon (which may include limitations the Committee may deem appropriate in order that offers and sales under the Plan will meet applicable requirements of

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  APPENDIX A  

registration forms under the Securities Act specified by the Securities and Exchange Commission). A beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award document applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

19. Retirement and Welfare Plans.

Neither Awards made under the Plan nor shares of Common Stock or cash paid pursuant to such Awards will be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit or except as the Committee may otherwise determine in its discretion.

20. Certain Limitations on Awards to Ensure Compliance with Section 409A of the Code.

(a) The Company intends that the Plan and each Award granted hereunder that is subject to Section 409A of the Code shall comply with Section 409A of the Code and that the Plan shall be interpreted, operated and administered accordingly. In the event any term and/or condition of an Award granted hereunder would cause the application of an accelerated or additional tax under Section 409A of the Code, such term and/or condition shall be restructured, to the extent possible, in a manner, determined by the Committee, which does not cause such an accelerated or additional tax. Any reservation of rights by the Company hereunder affecting the timing of payment of any Award subject to Section 409A of the Code will only be as broad as is permitted by Section 409A of the Code. Notwithstanding anything herein to the contrary, in no event shall the Company be liable for the payment of or gross up in connection with any taxes and or penalties owed by the Participant pursuant to Section 409A of the Code. For purposes of Section 409A of the Code, each installment payment provided under the Plan shall be treated as a separate payment.

(b) Notwithstanding anything herein or in any Award Agreement to the contrary, in the event that a Participant is a “specified employee” (within the meaning of Section 409A(2)(B) of the Code) as of the date of such Participant’s termination of Employment, any Awards subject to Section 409A of the Code payable to such Participant as a result of his or her termination of Employment, shall be paid on the first business day of the first calendar month that begins after the six-month anniversary of the date of the Participant’s termination of Employment, or, if earlier, the date of the Participant’s death.

21. Participants Based Outside of the United States.

Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company operates or has employees, the Committee, in its sole discretion, shall have the power and authority to:

(a) Determine which Affiliates and Subsidiaries shall be covered by the Plan;

(b) Determine which employees outside the United States are eligible to participate in the Plan;

(c) Modify the terms and conditions of any Award granted to employees outside the United States to comply with applicable foreign laws;

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  APPENDIX A  

(d) Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 21 by the Committee shall be attached to the Plan document as appendices; and

(e) Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.

Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law.

22. Legend.

The certificates or book entry for shares of Common Stock may include any legend or coding, as applicable, which the Committee deems appropriate to reflect any restrictions on transfer of such shares.

23. Severability; Entire Agreement.

If any of the provisions of the Plan or any Award Agreement is finally held to be invalid, illegal, or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality, or unenforceability, and the remaining provisions shall not be affected thereby; provided, that, if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Award Agreement or other agreements or documents designated by the Committee as setting forth the terms of an Award contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations, and warranties between them, whether written or oral, with respect to the subject matter thereof.

24. Descriptive Headings.

The headings in the Plan are for convenience of reference only and shall not limit or otherwise affect the meaning of the terms contained herein.

25. Governing Law.

The Plan and the rights of all persons under the Plan shall be construed and administered in accordance with the laws of the State of Delaware without regard to its conflict of law principles.

26. Clawback.

Notwithstanding anything herein to the contrary, the Company will be entitled, to the extent permitted or required by applicable law, Company policy including without limitation the Executive Compensation Recovery Policy and/or the requirements of an exchange on which the Company’s shares of Common Stock

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  APPENDIX A  

are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever kind paid by the Company or any of its affiliates at any time to a Participant under the Plan and the Participant, by accepting Awards pursuant to the Plan and any Award Agreement, agrees to comply with any Company request or demand for such recoupment.

27. Effective Date and Term of Plan.

The Plan was initially adopted and shall be effective as of the Effective Date. The Plan shall terminate automatically on the ten (10) year anniversary of the Effective Date and may be terminated on any earlier date as provided in Section 16, but all Awards made on or prior to such date will continue in effect thereafter subject to the terms thereof and of the Plan.

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  APPENDIX B  

APPENDIX B

List of Included and Excluded Countries

Countries Included in Analysis

Country Name

Employee Count  

United States

2,404  

India

1,540  

Poland

1,313  

Uruguay

828  

Singapore

240  

United Kingdom

175  

Germany

127  

China

85  

Australia

70  

Bahrain

51  

Austria

46  

Russia

38  

Iceland

37  

Italy

36  

Brazil

35  

Argentina

34  

Sweden

33  

France

30  

Columbia

28  

United Arab Emirates

26  

Total

7,176  

Countries Excluded from Analysis

Country Name

Employee Count  

Israel

25  

Mexico

23  

Spain

22  

Hong Kong

20  

Canada

19  

Thailand

18  

Netherlands

18  

Turkey

17  

Saudi Arabia

17  

Malaysia

17  

Japan

16  

New Zealand

13  

Greece

13  

South Africa

10  

Switzerland

8  

Peru

8  

Lebanon

8  

Kuwait

8  

Kazakhstan

8  

Chile

8  

Sri Lanka

7  

Egypt

6  

Cyprus

5  

Jordan

4  

Vietnam

3  

Ireland

3  

Ecuador

3  

Dominican Republic

3  

Romania

2  

Korea

2  

Costa Rica

2  

Bulgaria

2  

Belgium

2  

Qatar

1  

Portugal

1  

Panama

1  

Jamaica

1  

El Salvador

1  

Denmark

1  

Bolivia

1  

Barbados

1  

Total

355  

LOGO   Sabre Corporation    2021 Proxy Statement|B-1


LOGO

ANNUAL MEETING OF SABRE CORPORATION

 

Date:   Wednesday, April 29, 202028, 2021
Time:   9:30 A.M. (Central Daylight Time)
Place:   3150 Sabre Drive, Southlake, Texas 76092Annual Meeting to be held live via the Internet - please visit   www.proxydocs.com/SABR for more details and to register for the   Virtual Meeting.

 

Please make your marks like this:   Use dark black pencil or pen only

 

LOGO

Board of Directors Recommends a VoteFOR Proposals 1, 2.2, 3 and 4 and 1 YEAR on proposal 5.

 

1: Election of Directors (term to expire at the 20212022 Annual Meeting of Stockholders)
    

For

 

 

Against

 

 

Abstain

 

   

Directors

Recommend

i

 

 01  George Bravante, Jr.      ☐   For
 

 

02  Renée JamesHervé Couturier

 

 

 

 

    ☐

 

 

  

 

For

 

 

03  Gary Kusin

 

 

 

 

    ☐

 

 

  

 

For

 

 

04  Gail Mandel

 

 

 

 

    ☐

 

 

  

 

For

 

 

05  Sean Menke

 

 

 

 

    ☐

 

 

  

 

For

 

 

06  Joseph OsnossPhyllis Newhouse

 

 

 

 

    ☐

 

 

  

 

For

 

 

07  Karl Peterson

    ☐

For

08  Zane Rowe

 

 

 

 

    ☐

 

 

  

 

For

 

 

08  John Siciliano09  Gregg Saretsky

 

 

 

 

 

 

 

  

For

10  John Scott

    ☐

For

11  Wendi Sturgis

    ☐

 

For

    

 

For

 

 

 

Against

 

 

 

Abstain

 

    

 

2:

 

 

To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2019.2021.

      ☐   

 

For

3:To approve our 2021 Omnibus Incentive Compensation Plan.    ☐   

For

4:To hold an advisory vote on the compensation of our named executive officers.    ☐   

For

  1 Year2 Years3 YearsAbstain  For
5:To hold an advisory vote on the frequency of the advisory stockholder vote on the compensation of our named executive officers.    ☐  
1 Year
 

 

In their discretion, the proxies are authorized to vote on any other business that may properly come before the Annual Meeting or any adjournments or postponements.

 

To attendAnnual Meeting to be held live via the meetingInternet - please visit www.proxydocs.com/ SABR for more details and vote your shares in person, please mark this box.to register for the Virtual Meeting.

 

Authorized Signatures - This section must be completed for your Instructions to be executed.

 

       
 Please Sign Here    Please Date Above
     
       
 Please Sign Here    Please Date Above

Please sign exactly as your name(s) appears hereon. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

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Annual Meeting of Sabre Corporation

to be held on Wednesday, 29, 2020April 28, 2021

for Holders of Record as of March 2, 20202021

This proxy is being solicited on behalf of the Board of Directors

 

 

LOGO   INTERNET

 

           TO VOTE BY:            
    LOGO 

    TELEPHONE

 

866-206-5104  

 

Go To        

    

Go To

www.proxypush.com/SABR

•  Cast your vote online.

•  View Meeting Documents.

 

OR

 

•Use any touch-tone telephone.

•  Have your Proxy Card/Voting

Instruction Form ready.

•  Follow the simple recorded

instructions.

                                                           

 

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MAIL

 

   
    

 

OR           

  

 

•  Mark, sign and date your Proxy Card/Voting Instruction

Form.

  

•  Detach your Proxy Card/Voting Instruction Form.

  

•  Return your Proxy Card/Voting Instruction Form in the

postage-paid envelope provided.

The undersigned hereby appoints Sean Menke, Aimee Williams-Ramey and Steve Milton, and each or any of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Sabre Corporation which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1, AND FOR THE PROPOSALS IN ITEMS 2, 3 and 4 AND FOR 1 YEAR IN ITEM 2.5.

 

              

PROXY TABULATOR FOR

 

SABRE CORPORATION

P.O. BOX 8016

CARY, NC 27512-9903

 

      

 

 

    

 

    

 

 

 

             
    
             
 


 

 

 

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Revocable Proxy Sabre Corporation

Annual Meeting of Stockholders

Wednesday, April 29, 202028, 2021 9:30 a.m. (Central Daylight Time)

This Proxy is Solicited on Behalf of the Board of Directors

 

The undersigned appoints Sean Menke, Aimee Williams-Ramey and Steve Milton, and each of them and each with full power of substitution, to act as proxies for the undersigned, and to vote all shares of capital stock of Sabre Corporation that the undersigned is entitled to vote at the Annual Meeting of Stockholders on Wednesday, April 29, 2020,28, 2021, 9:30 a.m. at our Global Headquarters, 3150 Sabre Drive, Southlake, Texas 76092,to be held virtually, and any and all adjournments thereof, as set forth herein.

 

This proxy is revocable and will be voted as directed. However, if no instructions are specified, the proxy will be voted FOR the nominees for directors specified in Item 1, and FOR Items 2.2, 3 and 4 and for 1 YEAR in Item 5.

 

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)