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Notice of 20212024 Annual Meeting
of Stockholders and
Proxy Statement
March 18, 202115, 2024
Dear Fellow Stockholders:
We are pleased to invite you to the 20212024 Annual Meeting of Stockholders, toStockholders. The meeting will be held on Wednesday, April 28, 2021,24, 2024, at 9:30 a.m. CDT. Due to concerns regarding the COVID-19 pandemic, and to help protect the health and safety oflocal time, at our employees, stockholders, and other stakeholders, the Annual Meeting will be a virtual meeting conducted solely online via live webcastGlobal Headquarters, located 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, 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.3150 Sabre Drive, Southlake, Texas 76092.
Details about the business to be conducted at the Annual Meeting can be found in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.
Your vote is important. Regardless of whether you plan to 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,
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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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. CDTlocal time on Wednesday, April 28, 2021,24, 2024, at our Global Headquarters, 3150 Sabre Drive, Southlake, Texas 76092, for the following purposes:
1. | To elect George Bravante, Jr., Hervé Couturier, |
2. | To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, |
3. | To approve our |
4. | To approve our 2024 Director Equity Compensation Plan, |
5. | To approve an amendment to our Certificate of Incorporation regarding officer exculpation, |
6. | To hold an advisory |
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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 eleventen nominees for directors named in this proxy statement, (2) FOR ratification of the appointment of our independent auditors, (3) FOR the approval of our 20212024 Omnibus Incentive Compensation Plan, (4) FOR the approval of our 2024 Director Equity Compensation Plan, (5) FOR the approval of an amendment to our Certificate of Incorporation regarding officer exculpation, and (6) FOR the advisory, non-binding vote on the compensation of our named executive officers, 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, 2021February 26, 2024, 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
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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.
Steve Milton
Corporate Secretary
March 18, 202115, 2024
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to be Held on April 28, 202124, 2024
This proxy statement and the 20202023 annual report are available at
www.proxydocs.com/SABR
TABLE OF CONTENTS
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Sabre Corporation | | | i |
TABLE OF CONTENTS
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ii | Sabre Corporation 2024 Proxy Statement |
TABLE OF CONTENTS |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 106 | ||||
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Proxy Access Nominations and Annual Meeting Advance Notice Requirements | 109 | ||||
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APPENDIX A: | Sabre Corporation | A-1 | ||||||||
APPENDIX B: | B-1 | |||||||||
APPENDIX C: | Proposed Amendment to Certificate of Incorporation of Sabre Corporation | C-1 | ||||||||
APPENDIX | Reconciliations of Certain Non-GAAP and GAAP Financial Measures | D-1 | ||||||||
APPENDIX E: | List of Included and Excluded Countries | E-1 |
Sabre Corporation | | | iii |
PROXY STATEMENT SUMMARY
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This summary represents only selected information. You should review the entire proxy statement before voting.
Matters for Stockholder Voting2024 Annual Meeting Information
Time |
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9:30 a.m. Central time | Wednesday April 24, 2024 | Sabre Global Headquarters 3150 Sabre Drive Southlake, Texas 76092 |
Matters for Stockholder Voting
Proposal | Description | Board Voting | ||
1. Election of directors |
Election of George Bravante, Jr., Hervé Couturier, |
FOR these nominees
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2. Ratification of appointment of auditors |
Ratification of the appointment of Ernst & Young LLP as our independent auditors for |
FOR
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3. Approval of our |
Approval of our |
FOR
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4. Approval of our 2024 Director Equity Compensation Plan | Approval of our 2024 Director Equity Compensation Plan, to replace our 2022 Director Equity Compensation Plan and increase the number of shares authorized for issuance under our equity-based compensation plan for non-employee directors | FOR |
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PROXY STATEMENT SUMMARY |
Proposal | Description | Board Voting | ||
5. Approval of an amendment to our Certificate of Incorporation regarding officer exculpation | Approval of an amendment to our Fourth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) regarding officer exculpation | FOR | ||
6. Advisory, non-binding vote on the compensation of our named executive officers |
Approval, on an advisory and non-binding basis, of our named executive officers’ |
FOR | ||
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Information on Director Nominees
Information about the eleventen nominees for director is included below. The Governance and Nominating Committee has reviewed the individual director attributes and contributions of these nominees, and the Board of Directors recommends that stockholders vote FOR the election of each of these nominees.
Name and Occupation
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Committee
| Independent
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George Bravante, Jr. Co-founder of Bravante-Curci Investors, LP, Owner of Bravante Produce, and CEO of Pacific Agricultural Realty, LP | • Audit Committee (chair) • Executive Committee | ✓ | • Travel industry experience, as the former Chairman of the Board of ExpressJet Holdings, Inc. • Investment experience • Financial and strategic business knowledge • Executive experience • Background in public accounting • Audit Committee financial expert | |||
Hervé Couturier President, Kerney Partners | • Technology Committee (chair) • Audit Committee •
| ✓ | • Significant experience in the areas of solutions strategy, product strategy, product development, and business management in software-based companies • Domain experience in the travel industry • Executive experience at a travel distribution company • Deep experience managing in complex mainframe and cloud environments • International experience |
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PROXY STATEMENT SUMMARY |
Name and Occupation | Committee | Independent | Experience Highlights | |||
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Gail Mandel Managing Director, Focused Point Ventures, LLC | • Audit Committee • Technology Committee | ✓ | • Extensive
• Significant experience in finance and technology implementation | |||
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Audit Committee
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financial expert | ||||
Phyllis Newhouse Founder and CEO, Xtreme Solutions, Inc. | • Audit • Technology | ✓ | • Deep experience in cybersecurity and information technology fields as the CEO of a cybersecurity firm and as a former United States Army noncommissioned officer that focused on national security • Significant focus on entrepreneurship, including through the founding of her firm and a nonprofit dedicated to connecting and supporting women on their entrepreneurial journeys | |||
Elaine Paul* Former Chief Financial Officer, Lyft, Inc. | • Audit Committee • Technology Committee | ✓ | • Extensive financial leadership in the technology industry, including service as CFO • Background in business strategy and corporate development in technology |
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PROXY STATEMENT SUMMARY |
Name and Occupation | Committee | Independent | Experience Highlights | |||
Karl Peterson Former Senior Partner of TPG and Managing Partner, TPG Pace Group
| • Compensation Committee •
| ✓ | • Extensive experience as a director of several travel and technology companies • Former executive of an airline travel company • Led Sabre’s Board in connection with its ongoing focus on director refreshment • Private equity investor with significant experience working with public companies | |||
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Gregg Saretsky Retired President and Chief Executive Officer, WestJet | • Governance and Nominating Committee (chair) • Executive Committee • Technology Committee | ✓ | • Deep airline industry experience • Leadership experience as an executive of airline companies • Strong background in strategy and planning | |||
John Scott Founder and Chairman of Park House | • Compensation Committee (chair) • Executive Committee • Governance and Nominating Committee | ✓ | • Extensive experience in the hospitality, leisure, and entertainment industries • Significant experience serving on the boards of private and public companies | |||
Wendi Sturgis Chief GmbH | • Compensation Committee • Governance and Nominating
| ✓ | • Significant • Extensive executive officer experience, including as a founding executive of a search experience cloud company • Experience addressing cybersecurity matters |
* |
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PROXY STATEMENT SUMMARY
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20212024 Omnibus Incentive Compensation Plan
We are seeking approval of our 20212024 Omnibus Incentive Compensation Plan (the “2021“2024 Omnibus Plan”), which our Board of Directors adopted in March 2021,2024, subject to stockholder approval. We currentlyAs of the date of this proxy statement, we have the 20192023 Omnibus Incentive Compensation Plan (the “2019“2023 Omnibus Plan”) in place. We are proposing adoption of the 20212024 Omnibus Plan to replace the 20192023 Omnibus Plan, which will also increase the number of shares authorized for issuance pursuant to our equity-based compensation plans. The 20212024 Omnibus Plan is a critical part of our overall compensation program and is intended to promote the interests of Sabre and our stockholders by providing our employees and other service providers, who are 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 20212024 Omnibus Plan is designed to meet these objectives by providing these employeesindividuals with a proprietary interest in pursuingaligned with the long-term growth, profitability, and financial success of Sabre.
The Board of Directors recommends that stockholders voteFOR the approval of the 20212024 Omnibus Plan.
2024 Director Equity Compensation Plan
We are seeking approval of our 2024 Director Equity Compensation Plan (the “2024 Director Plan”), which our Board of Directors adopted in March 2024, subject to stockholder approval. As of the date of this proxy statement, we have the 2022 Director Equity Compensation Plan (the “2022 Director Plan”) in place. We are proposing adoption of the 2024 Director Plan to replace the 2022 Director Plan, which will also increase the number of shares authorized for issuance to our non-employee directors pursuant to this equity-based compensation plan. The 2024 Director Plan is intended to promote the interests of Sabre and our stockholders by providing certain compensation to eligible directors to encourage the highest level of performance by providing them with a proprietary interest in Sabre’s success and progress by granting them awards under the 2024 Director Plan.
The Board of Directors recommends that stockholders vote FOR the approval of the 2024 Director Plan.
Amendment to Our Certificate of Incorporation Regarding Officer Exculpation
We are proposing an amendment to our Certificate of Incorporation to provide for the elimination of monetary liability of certain officers of Sabre in certain limited circumstances. The Delaware law only permits, and our proposed amendment would only permit, exculpation for direct claims (as opposed to derivative claims made by stockholders on behalf of the corporation) and would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. See “Proposal 5: Amendment to our Certificate of Incorporation Regarding Officer Exculpation.”
The Board of Directors recommends that stockholders vote FOR the approval of an amendment to our Certificate of Incorporation regarding officer exculpation.
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PROXY STATEMENT SUMMARY |
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”“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
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PROXY STATEMENT
for the Annual Meeting of Stockholders
to be held on April 28, 202124, 2024
INFORMATION ABOUT OUR ANNUAL MEETING
Date and Time of Virtual Annual Meeting
Our 20212024 Annual Meeting will be held virtually solely online via live webcast on Wednesday, April 28, 2021,24, 2024, at 9:30 a.m. CDTlocal time, at www.proxydocs.com/SABR.our Global Headquarters, 3150 Sabre Drive, Southlake, Texas 76092.
Only stockholders as of the record date and persons holding proxies from stockholders as of the record date may attend the virtualAnnual Meeting. If your shares are registered in your name, you must bring a form of government-issued photo identification to the Annual Meeting. If your shares are held in the name of a broker, trust, bank, or other nominee, otherwise known as holding in “street name,” you must bring a proxy or letter from that broker, trust, bank, or other nominee that confirms you are the beneficial owner of those shares, together with a form of government-issued photo identification, to the Annual Meeting. If you are a representative of an entity that owns shares, you must bring a form of government-issued photo identification, evidence that you are the entity’s authorized representative or proxyholder, and, if the entity holds the shares in street name, proof of the entity’s beneficial ownership to the Annual Meeting. If you are a proxyholder, you must bring a valid legal proxy and a form of government-issued photo identification to the Annual Meeting. Use of cameras and recording devices will not be permitted at the Annual Meeting.
The Board of Directors established the close of business on March 2, 2021February 26, 2024 as the record date for determining the holders of Sabre stock entitled to notice of and to vote at the Annual Meeting.
On the record date, 317,335,073379,494,365 shares of our common stock were outstanding and entitled to vote at the Annual Meeting. Each share of common stock outstanding is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting.
We are first mailing this proxy statement and the accompanying proxy materials to holders of Sabre common stock on or about March 18, 2021.15, 2024.
Notice of Electronic Availability of Proxy Statement and Annual Report
As permitted by rules of the Securities and Exchange Commission (“SEC”), we are making this proxy statement and our annual report available to our stockholders electronically via the Internet. This reduces
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PROXY STATEMENT |
printing and delivery costs and supports our sustainability efforts. You may have received in the mail a “Notice of Electronic Availability” explaining how to access this proxy statement and our annual report on the Internet and how to vote online. If you received this Notice but would like to receive a paper copy of the proxy materials, you should follow the instructions contained in the Notice for requesting these materials.
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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, |
• | Beneficial stockholder. You hold your shares in “street name” through a broker, trust, bank, or other nominee. |
You may vote your shares by proxy in any of the following three ways:
• | Using the Internet. Registered stockholders may submit their proxies using the Internet by going to www.proxypush.com/SABR and following the instructions. Beneficial stockholders may submit their proxies by accessing the website specified on the voting instruction forms provided by their brokers, trusts, banks or other nominees. You will be required to enter the control number that is included on the voting instruction form provided by your broker, trust, bank, or other nominee. |
• | By Telephone. Registered stockholders may submit their proxies, from within the United States, using any touch-tone telephone by calling (866) 206-5104 and following the recorded instructions. Beneficial owners may submit their proxies, from within the United States, using any touch-tone telephone by calling the number specified on the voting instruction forms provided by their brokers, trusts, banks or other nominees. You will be required to enter the control number that is included on the voting instruction form provided by your broker, trust, bank, or other nominee. |
• | By Mail. Registered stockholders that received printed proxy materials may submit proxies by mail by marking, signing, and dating the printed proxy cards and mailing them in the accompanying postage-paid envelopes. Beneficial owners may submit their proxies by marking, signing, and dating the voting instruction forms provided by their brokers, trusts, banks, or other nominees and mailing them in the accompanying postage-paid envelopes. |
Please note that if you received a Notice of Electronic Availability, you cannot vote your shares by filling out and returning the Notice. Instead, you should follow the instructions contained in the Notice on how to submit a proxy by using the Internet or telephone.
All proxies properly submitted and not revoked will be voted at the Annual Meeting in accordance with the instructions indicated on the proxies. If you are a stockholder of record and submit your signed proxy voting instructions but do not direct how to vote on each item, the persons named as proxies will vote your shares as follows:
FOR the election of the eleven directors named in this proxy statement,
• | FOR the election of the ten directors named in this proxy statement, |
FOR the ratification of the appointment of our independent auditors,
• | FOR the ratification of the appointment of our independent auditors, |
8 | | | Sabre Corporation 2024 Proxy Statement |
FOR the approval of the 2021 Omnibus Plan,
PROXY STATEMENT |
FOR the advisory, non-binding vote on the compensation of our named executive officers, and
• | FOR the approval of the 2024 Omnibus Incentive Compensation Plan, |
• | FOR the approval of the 2024 Director Equity Compensation Plan, |
For the option of ONE YEAR as the frequency of the advisory stockholder vote on the compensation of our named executive officers.
• | FOR the approval of an amendment to our Certificate of Incorporation regarding officer exculpation, and |
• | FOR the advisory, non-binding vote on the compensation of our named executive officers. |
You may also vote during the Annual Meeting by following the instructions on the meeting website duringin person at the Annual Meeting. Votes during the Annual Meetingin person will replace any previous votes you have made by
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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 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.
Any stockholder of record submitting a proxy has the power to revoke the proxy at any time prior to its exercise by (1) submitting a new proxy with a later date or time, including a proxy given over the Internet or by telephone, (2) notifying our Corporate Secretary at 3150 Sabre Drive, Southlake, Texas 76092 in writing, which notice must be received by the Corporate Secretary before the meeting, or (3) voting during the 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.
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.
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 on the matter and present, in person or by proxy, at the meeting is required.
Item 3: Approval of the 2024 Omnibus Plan. The vote of a majority of the votes cast on the matter is required.
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Item 4: Approval of the 2024 Director Plan. The vote of a majority of the votes cast on the matter is required.
Item 5: Approval of an Amendment to our Certificate of Incorporation Regarding Officer Exculpation. The affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of common stock entitled to vote is required.
Item 6: Advisory, Non-binding Vote on the Compensation of Our Named Executive Officers. The affirmative vote of the holders of not less than a majority of the voting power of the outstanding common stock entitled to vote on the matter and present, in person or by proxy, at the meeting is required.
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 Broker Non-Votes
Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. For Item 1, because the election of each director requires a majority of votes cast, abstentions
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and broker non-votes will have no effect on the outcome of the vote. For ItemsItem 2, 3, 4 and 5, because the affirmative vote of the holders of a majority of the shares present and entitled to vote on the matter is required for approval, abstentions will be counted as votes against this proposal, and, because this is a routine matter where brokers that do not receive voting instructions from the record holder may vote in their discretion, we expect that there will be no broker non-votes.non-votes on this matter. For Items 3 and 4, abstentions and broker non-votes will have no effect on the outcome of the vote. For Item 5, because the affirmative vote of the holders of at least a majority of the shares entitled to vote is required, abstentions and broker non-votes will be counted as votes against this proposal. For Item 6, abstentions will have the effect of a vote against and broker non-votes will have no effect on the matter.
If you hold Sabre shares in street name, you must provide your broker, bank, or other holder of record with instructions in order to vote these shares. If you do not provide these voting instructions, whether your shares can be voted by your bank, broker, or other nominee depends on the type of item being considered for a vote.
• | Non-Discretionary Items.The election of directors, the approval of the |
• | Discretionary Item. The ratification of Ernst & Young LLP as Sabre’s independent registered public accounting firm for the fiscal year ending December 31, |
This solicitation is being made by our Board of Directors. We will bear all costs of this proxy solicitation, including the cost of preparing, printing, and delivering materials, the cost of the proxy solicitation, and the expenses of brokers, fiduciaries, and other nominees who forward proxy materials to stockholders. In addition to mail and electronic means, our employees may solicit proxies by telephone or otherwise. In
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PROXY STATEMENT |
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 $11,500$25,000 plus reimbursement of out-of-pocket expenses.
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 |
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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 investorsinvestor relations section of our website at www.sabre.cominvestors.sabre.com.
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 ChairmanChair 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 servesThe leadership structure asnon-executive Chairman of the Board. As Chairmandate 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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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 structurethis proxy statement is based on the leadership provided by a non-executive Chairmanan Executive Chair of the Board (currently Mr. Peterson) and a full-time CEO (currently Mr. Menke)(Mr. Menke as of the date of this proxy statement), with both positionsthis position being subject to oversight and review by Sabre’s Board of Directors.
In addition, the Board has elected Mr. Saretsky to the position of independent Lead Director. As set forth in our Corporate Governance Guidelines, responsibilities of the Lead Director include:
• | Developing the agenda for and presiding over sessions of the independent directors, as well as providing feedback and perspective to the Chair of the Board and CEO regarding discussions at these sessions, |
• | Calling meetings of the independent directors, as appropriate, |
• | Coordinating the activities of the independent directors and serving as a liaison between the independent directors, as a group, and the Chair of the Board and CEO, |
• | Providing input, including input from the independent directors, on the agendas and schedules for Board meetings after conferring with the Chair of the Board |
• | Speaking on behalf of the Board and chairing Board meetings when the Chair of the Board is unable to do so, |
• | Consulting with stockholders at management’s request, |
• | Communicating regularly with each director to be certain that each director’s views, competencies and priorities are understood, and |
• | Assuming such other responsibilities that the Board may designate from time to time. |
The Board of Directors believes that the Lead Director role enhances the strong independent oversight function and supplements the risk oversight of the Board of Directors.
On March 4, 2024, the Board of Directors elected to have Mr. Menke transition from Executive Chair of the Board to Special Advisor, effective immediately prior to the Annual Meeting, and Mr. Menke has announced his retirement from the Board of Directors, effective immediately prior to the Annual Meeting. See “Executive Compensation—Information on Employment Agreements and Offer Letters.” In connection with this transition, the Board of Directors considered the relative benefits of combining the Chair and CEO
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positions versus retaining separate roles with an independent chair. After considering the perspectives of independent directors and recent governance trends, the Board of Directors unanimously elected Gail Mandel to serve as non-executive Chair of the Board, effective as of the Annual Meeting. Ms. Mandel’s duties of as non-executive Chair of the Board are set forth in our Corporate Governance Guidelines. See “Other Corporate Governance Practices and Matters—Non-Executive Chair.”
The Board of Directors recognizes that, if circumstances change in the future, other leadership structures might also be appropriate, and it has the discretion to revisit this determination of Sabre’s leadership structure.
CORPORATE GOVERNANCE |
The following matrix provides diversity information regarding the Board as of the date indicated, in accordance with Nasdaq’s rules and based on the voluntary self-identification of members of the Board. As indicated in the table below, the Board has at least four self-identified diverse directors, including four who self-identify as female and two who self-identify as underrepresented minorities.
Board Diversity Matrix (as of March 15, 2024) | ||||||||
Total Number of Directors
| 11
| |||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||
Part I: Gender Identity
| ||||||||
Directors
| 4
| 7
| 0
| 0
| ||||
Part II: Demographic Background
| ||||||||
African American or Black
| 1
| 0
| 0
| 0
| ||||
Alaskan Native or Native American
| 0
| 0
| 0
| 0
| ||||
Asian
| 0
| 0
| 0
| 0
| ||||
Hispanic or Latinx
| 0
| 0
| 0
| 0
| ||||
Native Hawaiian or Pacific Islander
| 0
| 0
| 0
| 0
| ||||
White
| 2
| 7
| 0
| 0
| ||||
Two or More Races or Ethnicities
| 1
| 0
| 0
| 0
| ||||
LGBTQ+
| 0
| |||||||
Did Not Disclose Demographic Background
| 0
|
Board Composition and Director Independence
OurAs of the date of this proxy statement, our Board of Directors is currently comprised of thirteen directors and will be comprised of eleven directors following Ms. James’, Ms. Odom’s, Messrs. Osnoss’ and Siciliano’s retirement from the Board of Directors immediately prior to the Annual Meeting and if Ms. Newhouse and Ms. Sturgis are elected.directors. Our Certificate of Incorporation provides that the number of directors on our Board of Directors shall be not less than five directors nor more than thirteen directors, as determined by the affirmative vote of the majority of the Board of Directors then in office.
Our Board of Directors has determined that George Bravante, Jr., Hervé Couturier, Renée James, Gary Kusin, Gail Mandel, Phyllis Newhouse, Judy Odom, Joseph Osnoss,Elaine Paul, Karl Peterson, Zane Rowe, Gregg Saretsky, John Scott, John Siciliano, and Wendi Sturgis are independent as defined under the corporate governance rules of Nasdaq. The Board also determined that Lawrence W. Kellner wasRachel Gonzalez and Zane Rowe, who retired from the Board of Directors in February 2024, were independent as defined under the corporate governance rules of Nasdaq during the period in 2020 in which he served as a
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 ChairmanExecutive Chair of the Board and our President and CEO.Board. The Governance and Nominating Committee believes that the criteria for director nominees should support Sabre’s strategies and business, ensure effective governance, account for individual director attributes and the overall mix of those attributes, and support the successful recruitment of qualified candidates for the Board of Directors.
Qualified candidates for director are those who, in the judgment of the Governance and Nominating Committee, possess all of the general attributes and a sufficient mix of the specific attributes listed below to ensure effective service on the Board of Directors.
General Attributes | Specific Attributes | |
• Leadership skills • Ethical character • Active participator • Relationship skills • Effectiveness • Independence • Financial literacy • Reflection of Sabre values | • Leadership experience, including executive and board experience • Technology or travel industry knowledge • Financial background • Diversity, including • 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.annual meetings of stockholders.
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Attributes of Current Directors
The Governance and Nominating Committee believes that each of our current directors serving as of the date of this proxy statement possesses all of the general attributes described above. The following chart provides an overview of the specificcertain attributes described abovethat we believe are applicable to our current directors.directors serving as of the date of this proxy statement.
Name | International | B2B Services | Travel | Airline | Hospitality | ESG | Marketing/Sales | Technology | Operations | Capital Markets | Risk and Strategy | |||||||||||
George Bravante, Jr. | ¡ | ¡ | ¡ | ¡ | ||||||||||||||||||
Hervé Couturier | ¡ | ¡ | ¡ | ¡ | ¡ | |||||||||||||||||
Kurt Ekert | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | |||||||||||||
Gail Mandel | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | |||||||||||||
Sean Menke | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | |||||||||||||
Phyllis Newhouse | ¡ | ¡ | ¡ | |||||||||||||||||||
Elaine Paul | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ||||||||||||||||
Karl Peterson | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | |||||||||||||
Gregg Saretsky | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | |||||||||||||||
John Scott | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ | ||||||||||||||
Wendi Sturgis | ¡ | ¡ | ¡ | ¡ | ¡ | ¡ |
See “Certain Information Regarding Nominees for Director” for additional information regarding director qualifications.
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 as of the date of this proxy statement has an average tenure of 65 years.
Our Corporate Governance Guidelines provide that directors will not stand for re-election after reaching age 74. This guidelineprovision may be waived in individual cases by the Governance and Nominating Committee.
The Governance and Nominating Committee oversees annual performance evaluations of the Board and its committees, and the Board and each committee conducts an annual evaluation. The Governance and
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Nominating Committee further assesses the individual contributions of directors recommended for re-election, as well as considers the overall composition of the Board and its committees, including whether the directors have an appropriate mix of the attributes described above in order to function effectively and taking into account any anticipated future needs of the Board.
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As noted above,Our Corporate Governance Guidelines provide that the Board is committed to having a Board that reflects diverse perspectives and believes it is important for the Governance and Nominating Committee believes thatto also consider diversity of backgroundsrace, ethnicity, gender, age, education, skill, and viewpoints is a key attributecultural background when evaluating candidates for nomination as new 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 or Rule 14a-19, as applicable, will not be considered for presentation at the annual meeting, but may be considered by the Governance and Nominating Committee for any vacancies arising on the Board of Directors that arise between annual meetings in accordance with the process described in “Director Nominee Criteria and Process.”
Board Meetings and Annual Meeting Attendance
The Board of Directors met eightfive times in 2020.2023. All of the incumbent directors attended in excess of 75% of the total number of meetings of the Board of Directors and the committees on which they served.
Our Corporate Governance Guidelines provide that directors are expected to attend all or substantially all Board meetings and meetings of the committees of the Board on which they serve, as well as our annual meeting. Our 20202023 Annual Meeting was attended by all of our directors then in office.
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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.committee as of the date of this proxy statement.
Director | Audit | Compensation | Governance
Nominating | Technology | Executive | ||||||||||||||||||||||||||||||
George Bravante, Jr. | Chair(1) |
|
|
| Member | ||||||||||||||||||||||||||||||
Hervé Couturier | Member |
|
| Chair | Member | ||||||||||||||||||||||||||||||
|
|
| Member |
| |||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
| Member(1) |
|
| Member |
| ||||||||||||||||||||||||||||||
Sean Menke |
|
|
| ||||||||||||||||||||||||||||||||
| Member | Member | |||||||||||||||||||||||||||||||||
Elaine Paul(2) |
|
|
|
| |||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
Karl Peterson |
| Member |
| ||||||||||||||||||||||||||||||||
|
| ||||||||||||||||||||||||||||||||||
Gregg Saretsky |
|
| Chair | Member | Member | ||||||||||||||||||||||||||||||
John Scott |
| Chair | Member |
| Member | ||||||||||||||||||||||||||||||
Wendi Sturgis | Member | Member |
|
|
| (1) | Audit Committee financial expert. |
(2) | Ms. Paul is expected to be appointed to the Audit Committee and the Technology Committee following the Annual Meeting. |
Ms. Newhouse 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 investorsinvestor relations section of our website at www.sabre.cominvestors.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,
• | the integrity of Sabre’s financial statements and internal control system, |
• | the performance of Sabre’s internal audit function, |
• | the annual independent audit of Sabre’s financial statements, |
• | the engagement of the independent auditors and the evaluation of their qualifications, independence, and performance, |
• | compliance with legal, regulatory, or stock exchange requirements, |
• | the implementation and effectiveness of Sabre’s disclosure controls and procedures, |
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legal and regulatory compliance,
• | review of our cybersecurity and other information technology risks, controls, and procedures, and |
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.
• | the evaluation of enterprise risk issues, including overseeing risks to Sabre related to the items listed above, and reviewing Sabre’s procedures with respect to risk management. |
The members of the Audit Committee are George Bravante, Jr. (Chairman)(Chair), Hervé Couturier, Renée James, Gail Mandel, and Judy Odom, and Ms. Newhouse is expected to serve on the Audit Committee if elected.Phyllis Newhouse. Each of these individuals is “independent,” as defined under Nasdaq rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors has determined that each director appointed to the Audit Committee is financially literate and that Mr. Bravante Ms. James,and Ms. Mandel and Ms. Odom meet the criteria of the rules and regulations set forth by the SEC for an “audit committee financial expert.” The Audit Committee met seveneight times in 2020.2023.
Compensation Committee
The Compensation Committee assists the Board of Directors in the oversight of, among other things, the following items:
the operation of our executive compensation program,
• | the 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 review and approval of the corporate goals and objectives relevant to the compensation of our CEO, the evaluation of his or her performance in light of those goals and objectives, and the determination and approval of his or her compensation based on that evaluation, competitive market data pertaining to compensation at companies determined by the Committee to be comparable, and such other factors as the Committee deems relevant, |
the establishment and annual review of any stock ownership guidelines applicable to our executive officers and management, and the non-employee members of the Board of Directors,
• | the establishment and annual review of any stock ownership guidelines applicable to our executive officers and management, and the non-employee members of the Board of Directors, |
the determination and approval of the compensation level (including base and incentive compensation) and direct and indirect benefits of our executive officers,
• | 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
• | 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 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)Scott (Chair), Gary Kusin, Karl Peterson, and Zane Rowe,Wendi Sturgis, each of whom is “independent,” as defined under Nasdaq rules. The Compensation Committee met sevensix times in 2020.2023.
Committee Consultant
The Compensation Committee’s charter provides that the Compensation Committee has the authority to retain advisors, including compensation consultants, to assist in its work. The Compensation Committee believes that a compensation consultant can provide important market information and perspectives that can help it determine compensation programs that best meetalign with the objectives of our compensation philosophy and policies. Pursuant to its charter, prior to selecting a compensation consultant the Compensation Committee considers factors relevant to the independence of the individual advisors, as well as the independence of the advisors’ organization.
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The Compensation Committee has engaged Compensia, Inc.,Korn Ferry, 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 forKorn Ferry also provides services to Sabre, including leadership development consulting services. The Compensation Committee has limited the Compensation Committee. Compensiaamount of these services, and in 2023 they amounted to approximately $313,000. Korn Ferry reports directly to the Compensation Committee, and the Compensation Committee may replace CompensiaKorn Ferry or hire additional consultants at any time. A representative of CompensiaKorn Ferry attends Compensation Committee meetings and communicates with the ChairmanChair of the Compensation Committee, as well as other Compensation Committee members, between meetings from time to time.
The Compensation Committee has assessed the independence of CompensiaKorn Ferry taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of Nasdaq, and has concluded that no conflict of interest exists with respect to the work that CompensiaKorn Ferry performs for the Compensation Committee.
Compensation Policies and Practices Risk Assessment
At the request of the Compensation Committee, Compensia hasKorn Ferry assessed the risk profile of Sabre’s executive compensation programs and management assessed the risk profile of Sabre’s other compensation programs. Based on this review,these reviews, management and the Compensation Committee have concluded that Sabre’s compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse impact on Sabre.
Governance and Nominating Committee
The Governance and Nominating Committee assists the Board of Directors in the oversight of, among other things, the following items:
the review of the performance of our Board of Directors and any recommendations to the Board of Directors regarding the selection of candidates, qualification and competency requirements for service on the Board of Directors, and the suitability of proposed nominees as directors,
• | 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,
• | corporate governance principles applicable to Sabre, |
leadership of the annual review of the Board of Directors’ performance, and
• | leadership of the annual review of the Board of Directors’ performance, |
• | risks to Sabre associated with corporate governance, including Board leadership structure, succession planning, and other related governance matters, and |
oversight of risks to Sabre associated with corporate governance, including Board leadership structure, succession planning, and other related governance matters.
• | environmental, social and governance (ESG) matters applicable to Sabre. |
The members of the Governance and Nominating Committee are Gregg Saretsky (Chair), Karl Peterson, (Chairman), Gary Kusin, John Scott, and John Siciliano, and Ms. Sturgis is expected to serve on the Governance and Nominating Committee if elected.Wendi Sturgis. Each of these individuals is “independent,” as defined under Nasdaq rules. The Governance and Nominating Committee met six times in 2020.2023.
Technology Committee
The Technology Committee assists the Board of Directors in the oversight of, among other things, the following items:
the appraisal of major technology-related projects and recommendations to our Board of Directors regarding our technology strategies,
the review of the quality and effectiveness of Sabre’s information technology security, data privacy, and disaster recovery capabilities,
• | the appraisal of major technology-related projects and recommendations to our Board of Directors regarding our technology strategies, |
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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
• | the review of the quality and effectiveness of Sabre’s information technology security, data privacy, and disaster recovery capabilities, |
• | the provision of advice to our senior technology management team with respect to existing trends in information technology and new technologies, applications, and systems, and |
in coordination with the Audit Committee, oversight of risks related to the quality and effectiveness of Sabre’s information technology security, data privacy, and disaster recovery capabilities.
• | in coordination with the Audit Committee, risks related to the quality and effectiveness of Sabre’s information technology security, data privacy, and disaster recovery capabilities. |
The members of the Technology Committee are Hervé Couturier (Chairman)(Chair), Renée James,Kurt Ekert, Gail Mandel, Sean Menke, Joseph Osnoss, Zane Rowe,Phyllis Newhouse, and Gregg Saretsky, and Ms. Newhouse and Ms. Sturgis are expected to serve on the Technology Committee if elected.Saretsky. The Technology Committee met threefour times in 2020.2023.
Executive Committee
The Executive Committee’s principal function is to exercise, when necessary between meetings of the Board of Directors, certain of the Board of Directors’ powers and authority in the management of our business and affairs, and to act on behalf of the Board of Directors.
The members of the Executive Committee are Karl Peterson (Chairman)Sean Menke (Chair), George Bravante, Jr., Hervé Couturier, Sean Menke,Gregg Saretsky, and John Siciliano.Scott. The Executive Committee did not meet in 2020.2023.
Compensation Committee Interlocks and Insider Participation
NoneAs of the date of this proxy statement, none of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.
Other Corporate Governance Practices and Matters
Proxy Access
In 2020, theThe Board of Directors has amended our Bylaws to implement proxy access. The proxy access provisions in our Bylaws generally permit a stockholder or group of up to 20 stockholders owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to the greater of 20% of the Board of Directors or two individuals, provided that such stockholders and nominees satisfy the requirements specified in the Bylaws.
Simple Majority Voting Provisions
In 2019, stockholdersStockholders have approved an amendment to our Certificate of Incorporation that eliminated the supermajority voting provisions contained in our Certificate of Incorporation in favor of simple majority voting requirements contained in our Certificate of Incorporation.
Annual Election of Directors
In 2018, stockholdersStockholders have approved amendments to our Certificate of Incorporation to provide that directors will be elected on an annual basis instead of for staggered terms of three years each. Under the amendment, as of the 2021 Annual Meeting, of Stockholders, all directors are elected annually.
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Majority Voting for Directors in Uncontested Elections
In 2017, theThe Board of Directors and our stockholders have approved an amendment to our Certificate of Incorporation to facilitate the implementation of a majority vote standard in uncontested director elections. As a result, our Bylaws now provide for a majority vote standard in these elections.
Communicating with Directors
Stockholders and other interested parties may communicate with our Board of Directors by writing to the Board of Directors, c/o Corporate Secretary, Sabre Corporation, 3150 Sabre Drive, Southlake, Texas 76092. You may also find information on communicating with the Board of Directors on the investorsinvestor relations section of our website at www.sabre.cominvestors.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 investorsinvestor relations section of our website at www.sabre.cominvestors.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. We maintain an enterprise risk management program, which includes periodic assessments of various significant strategic risks, including possible emerging risks. These assessments occur on at least on an annual basis. These assessments are shared with our Disclosure Committee and the Audit Committee, with quarterly updates provided to the Audit Committee regarding management’s approach to address the top risks identified. We also maintain a dedicated compliance function which reports to our Chief Legal Officer and which provides quarterly reports to the Audit Committee.
The Board of Directors has also charged the Compensation Committee with evaluating Sabre’s compensation program, taking into account Sabre’s business strategy and risks to Sabre and its business implied by the compensation program. See “Compensation Policies and Practices Risk Assessment.” The Governance and Nominating Committee oversees risks associated with corporate governance, including Board leadership structure, succession planning, and other matters, as well as overseeing risks related to ESG matters. The Technology Committee, in coordination with the Audit Committee, is responsible for periodically reviewing, appraising, and discussing with management the quality and effectiveness of Sabre’s information technology security, data privacy, and disaster recovery capabilities.
We believe that the 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 ChairmanChair of the Board and the President and CEO.Board.
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CORPORATE GOVERNANCE
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ESG Matters Oversight
The Board of Directors has charged the Governance and Nominating Committee with responsibility for overseeing our strategy, initiatives, and engagement with investors and other key stakeholders related to ESG matters, other than those specifically related to the operation and structure of our compensation program (which is the primary responsibility of the Compensation Committee).
Whistleblower Procedures
The Audit Committee has established procedures for receiving, recording, and addressing any complaints we receive regarding accounting, internal accounting controls, or auditing matters, and for the confidential and anonymous submission, by our employees or others, of any concerns about our accounting or auditing practices. We also maintain a toll-free Sabre Global Integrity Hotline telephone line and a website, each allowing our employees and others to voice their concerns anonymously.
Non-Executive Chair of the Board
In connection with Mr. Menke’s retirement as Executive Chair of the Board, Ms. Mandel has been elected as non-executive Chair of the Board effective immediately following the Annual Meeting. As non-executive Chair of the Board, Ms. Mandel’s duties include:
• | leading and overseeing the Board, |
• | presiding at all meetings of the Board and the stockholders, |
• | establishing, in consultation with the CEO (and any other executive officers as needed), the schedule and agendas for meetings of the Board, |
• | defining the scope, quality, quantity, and timeliness of the flow of information between management and the Board, including Board meeting materials, that is necessary for the Board to effectively and responsibly perform its duties, |
• | advising the Board committee chairs in fulfilling their designated roles and responsibilities to the Board, |
• | facilitating discussions among directors both during and between Board meetings and serving as a liaison between the Board and the CEO, |
• | advising the CEO on strategic matters, including regular discussions on key acquisitions, divestitures, significant company developments, and other items requiring Board approval or oversight, |
• | developing the agenda for and presiding over Board executive sessions, as well as providing feedback and perspective to the CEO regarding discussions at these sessions and working with the CEO to address any feedback, |
• | overseeing the Board’s review and approval of the CEO’s annual goals and objectives for Sabre, |
• | leading the Board in the annual performance evaluation of the CEO, |
• | leading the Board in CEO and senior management succession planning, |
• | managing the Board’s oversight and approval of Sabre’s annual plan and multi-year outlook, |
• | managing, in coordination with the Compensation Committee, the Board’s oversight of company-wide talent management and diversity, |
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• | managing the Board’s oversight of risks and conflicts of interest, including ensuring appropriate ownership by the full Board or an appropriate Board committee, |
• | leading the annual Board evaluation and, in coordination with the Governance and Nominating Committee, overseeing the process for Board committee evaluations, |
• | chairing the Governance and Nominating Committee, |
• | working with the Governance and Nominating Committee regarding recommendations for Board committee service, including chairing Board committees, |
• | interviewing, along with appropriate members of the Governance and Nominating Committee, all Board candidates and making recommendations to the Governance and Nominating Committee and the Board regarding these candidates, |
• | consulting with stockholders, in coordination with the CEO, |
• | approving the retention of consultants who report directly to the Board, and |
• | assuming such other responsibilities that the Board or the CEO may designate from time to time. |
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PROPOSAL 1: ELECTION OF DIRECTORS
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PROPOSAL 1: ELECTION OF DIRECTORS
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 thirteeneleven members. The Board of Directors, upon the recommendation of the Governance and Nominating Committee,Mr. Menke has recommended Phyllis Newhouse and Wendi Sturgis for election to the Board of Directors. In addition, Ms. James, Ms. Odom, and Messrs. Osnoss and Siciliano have notified us that they arehe is retiring from the Board of Directors immediately prior to the Annual Meeting. We would like to thank themMr. Menke for theirhis many years of service and substantial contributions to the Board of Directors Sabre and our stockholders.Sabre. Following theirMr. Menke’s retirement, and if Ms. Newhouse and Ms. Sturgis are elected, the Board of Directors will consist of eleventen directors. The eleventen 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 20222025 Annual Meeting and until their successors are elected and have been qualified. Should any nominee become unable to serve, proxies may be voted for another person designated by management. All nominees have advised us that they will serve if elected.
Certain Information Regarding Nominees for Director
The names of the nominees, their ages as of March 18, 2021,15, 2024, the year they first became directors, their principal occupations during at least the past five years, information regarding director qualifications, and certain other biographical information are set forth below. Information is also provided on public company boards with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or registered under the Investment Company Act of 1940 on which they have served on since January 1, 2016.2019. All of the nominees other than Ms. Newhouse and Ms. Sturgis, are current directors standing for reelection.
Sabre Corporation | | | 25 |
PROPOSAL 1: ELECTION OF DIRECTORS
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NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For a One-Year Term Expiring at the 20222025 Annual Meeting of Stockholders
GEORGE R. BRAVANTE, JR.
| Sabre committee membership: •Audit Committee (chair) • Executive Committee
Professional experience: Mr. Bravante is the co-founder and the managing member of the general partner of Bravante-Curci Investors, LP, an investment firm focusing on real estate investments in California. He has held this position since 1996. Since 2005, he has also been the owner of Bravante Produce, a grower, packer and shipper of premium California table grapes and citrus. In addition, since 2012 he has served as the CEO of Pacific Agricultural Realty, LP, a private equity fund investing in agricultural assets in California. Mr. Bravante has also served as the founder and president of Bravante Farm Capital, a farmland investor, since 2023. Previously, he served as chairman of the board of ExpressJet Holdings, Inc. from 2005 to 2010 and was a member of its board from 2004 to 2010. From 1994 to 1996, Mr. Bravante was President and Chief Operating Officer of Colony Advisors, Inc., a real estate asset management company, and prior to that he was President and Chief Operating Officer of America Real Estate Group, Inc., where he led strategic management, restructuring and disposition of assets. Prior to that, he served as Chief Financial Officer of RMB Realty, where he was extensively involved with all aspects of numerous commercial real estate transactions, and as Manager at Ernst & Whinney (now Ernst & Young LLP). He serves as a director of KBS Growth & Income REIT, Inc., a real estate investment trust.
Education: • B.A. in Accounting, University of South Carolina Director qualifications: We believe that Mr. Bravante should serve on
•KBS Growth & Income REIT, Inc. (2016 to present) | |
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Director since December 2014
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Co-founder of Bravante-Curci Investors, LP, Owner of Bravante Produce, and CEO of Pacific Agricultural Realty, LP
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PROPOSAL 1: ELECTION OF DIRECTORS |
HERVÉ COUTURIER
| Sabre committee membership:
• Audit Committee • Executive Committee
Professional experience: Mr. Couturier is a private investor and product strategy consultant. Mr. Couturier currently serves as President of Kerney Partners, a consulting firm. From 2012 to 2016, he was Executive Vice President, R&D, at Amadeus, an airline reservation systems provider. From 2007 to 2012, he was Executive Vice President of SAP AG’s Technology Group and Head of Research. He also serves as a board member for Education: • Engineering degree, École Centrale Paris • M.S., École Centrale Paris
Director qualifications: Mr. Couturier has significant experience in the areas of solutions strategy, product strategy, product development and business management at software-based companies, as well as domain experience in the travel, banking and manufacturing | |
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Director sinceDecember 2017
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President, Kerney Partners
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Sabre Corporation 2024 Proxy Statement | | | 27 |
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KURT EKERT
| Sabre committee membership:
Professional experience: Mr. Education: • B.S. in Economics, Wharton School, • M.B.A., University of
Director qualifications: Mr. Ekert has deep experience in the travel industry, including executive experience at a travel distribution company, a travel management company, an airline, an online travel agency and a travel management company. In addition, he has leadership experience through his private company board experience and his service as an active duty officer in the United States Army. We believe | |
53, Director since April 2023 | ||
Chief Executive Officer and
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28 | | | Sabre Corporation 2024 Proxy Statement |
PROPOSAL 1: ELECTION OF DIRECTORS |
GAIL MANDEL
| Sabre committee membership: •Audit Committee • Technology Committee
Professional experience: Ms. Mandel has served as Managing Director of Focused Point Ventures, LLC, a business advisory and consulting services organization, since 2019. In addition, she currently serves as a Director for Dave & Buster’s Entertainment, Inc., a leading owner and operator of high-volume entertainment and dining venues as well as the Education: • B.B.A. in Public Accounting, summa cum laude, Pace University • Global Leaders Program, The Wharton School, University of Pennsylvania
Director qualifications:
Diversity: • Identifies as Female Other current public company directorships: • Dave & Buster’s Entertainment, Inc. (2022 to present) | |
55, Director sinceApril 2020 | ||
Managing Director, Focused Point Ventures, LLC
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PROPOSAL 1: ELECTION OF DIRECTORS
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| Sabre committee membership:
• Technology Committee
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| Professional experience: Ms. Newhouse has served as Chief Executive Officer of Xtreme Solutions, Inc. since 2002. Xtreme Solutions, Inc. is a leading information technology and cybersecurity firm that specializes in ethical hacking, training, and providing cyber solutions consultancy to the federal and private sectors. She served in the United States Army, where she focused on national security, including working with several information security task forces teams. In 2019, Ms. Newhouse founded ShoulderUp, a nonprofit dedicated to connecting and supporting women in their entrepreneurial journeys. From 2020 to December 2021, she served as CEO and a director of Athena Technology Acquisition Corp. (“Athena”), a special purpose acquisition corporation (“SPAC”), and since December 2021 has served as a director of Heliogen, Inc., which conducted a business combination with Athena. She serves as CEO and a director of ShoulderUp Technology Acquisition Corp., a SPAC. Ms. Newhouse currently serves on the board of the Technology Association of Georgia, is a member of the Business Executives for National Security and of the Women Presidents’ Organization, and serves on the Board of Directors of Girls Inc. Education: • B.A. in Liberal Arts Science, Saint Leo College • Graduate of the Institute of Entrepreneurial Leadership program sponsored by John F. Kennedy University • Honorary Doctor of Philosophy, CICA International University
Director qualifications: Ms. Newhouse has deep experience in the cybersecurity and information technology fields as the CEO of a cybersecurity firm and as a former United States Army noncommissioned officer that focused on national security. She also has a significant focus on entrepreneurship, including through the founding of her firm and a nonprofit dedicated to connecting and supporting women on their entrepreneurial journeys. We believe these characteristics Diversity: • Identifies as Female • Identifies as Black or African American Other current public company directorships: • Heliogen, Inc. (December 2021 to present) • ShoulderUp Technology Acquisition Corp. (2021 to present) (SPAC) Former public company directorships since 2019: • Athena Technology Acquisition Corp. (2020 to December 2021) (SPAC) | |
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Director since April 2021
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Founder and CEO, Xtreme Solutions, Inc.
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PROPOSAL 1: ELECTION OF DIRECTORS
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| Sabre committee membership: •Compensation Committee • Governance and Nominating Committee Professional experience: Ms. Paul served as the Chief Financial Officer of Lyft, Inc., a peer-to-peer marketplace for on-demand ridesharing, from January 2022 to May 2023. From July 2019 to December 2021, she served as Chief Financial Officer and Vice President of Finance at Amazon Studios, a division of Amazon.com, Inc., an e-commerce company. Prior to Amazon Studios, Ms. Paul served as Chief Financial Officer at Hulu, LLC, a streaming service company, from November 2013 to July 2019. She served in various senior positions, including as Senior Vice President, Corporate Strategy, Business Development and Technology at The Walt Disney Company, a global entertainment company, from 1994 to 2013. Ms. Paul also serves on the Board of Trustees of the Marlborough School in Los Angeles, California. Education: • B.A. with Distinction in Economics and History, Stanford University • M.B.A., Harvard University Director qualifications: Ms. Paul has extensive financial leadership experience in the technology industry, including service as Chief Financial Officer. We believe this background provides key insights to the Board of Directors regarding capital markets transactions and analysis of financial considerations from a technology industry perspective. In addition, we believe her business strategy and corporate development background in technology provides an important contribution to our Board of Directors. Diversity: • Identifies as Female • Identifies as Two or More Races or Ethnicities | |
56, Director sinceFebruary 2024 | ||
Former Chief Financial Officer, Lyft, Inc. | ||
Sabre Corporation 2024 Proxy Statement | | | 31 |
PROPOSAL 1: ELECTION OF DIRECTORS |
KARL PETERSON | Sabre committee membership: • Compensation Committee • Governance and Nominating Committee
Professional experience: Mr. Peterson Education: • B.B.A. with high honors, University of Notre Dame
Director qualifications: We believe that as a result of his experience as a director of several travel and technology companies, as a former executive of an online travel company, and
• Accel Entertainment, Inc. (2019 to • Vacasa, Inc. (2021 to Former public company directorships since 2019: • TPG Pace Holdings (2017 to 2019) • TPG Pace Beneficial Finance (2020 to • TPG Pace Beneficial II Corp. (2021 to 2023) (SPAC) • TPG Pace Solutions (2021) (SPAC) • TPG Pace Tech Opportunities Corp. (2020 to 2021) (SPAC) | |
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Former Senior Partner of TPG and Managing Partner, TPG Pace Group
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PROPOSAL 1: ELECTION OF DIRECTORS |
| Sabre committee membership:
• Executive Committee
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•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 Education: • B.S. in Microbiology and Biochemistry, University of British Columbia, Vancouver • M.B.A. in Finance and Marketing, University of British Columbia, Vancouver • Advanced International Management, University of Alberta, Banff
Director qualifications: Mr. Saretsky’s deep airline industry experience, including as the retired President and Chief Executive Officer of WestJet, and his leadership experience as an executive of airline companies provide critical insights regarding our customers and make him a valuable asset to our Board of Directors. In addition, his strong background in strategy and planning provides important insights to our Board of Directors. | |
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64,
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Retired President and Chief Executive Officer, WestJet Lead Director, Sabre Corporation
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Sabre Corporation 2024 Proxy Statement | | | 33 |
PROPOSAL 1: ELECTION OF DIRECTORS
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JOHN SCOTT
| Sabre committee membership: • Compensation Committee (chair) • Executive Committee •Governance and Nominating Committee
Professional experience: Mr. Scott is an experienced executive in the hospitality, leisure and entertainment industries with more than 25 years of consumer facing business expertise across complex global, multi-unit, multi-brand enterprises. Mr. Scott is a founder and has served as Chairman of Park House, a new private social club business located in Dallas, Education: • B.A., Dartmouth College • M.B.A., Harvard University
Director qualifications: Mr. Scott’s extensive experience as an executive in the hospitality, leisure and entertainment industries, including as President and Chief Executive Officer of Rosewood Hotels & Resorts and Belmond Ltd.,
•Cedar Fair Entertainment (2010 to 2020) | |
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Director sinceJuly 2020
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Founder and Chairman of Park House | ||
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PROPOSAL 1: ELECTION OF DIRECTORS |
WENDI STURGIS
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Sabre committee membership:
• Governance and Nominating Committee
| Professional experience: Ms. Sturgis has served as Chief Executive Officer of cleverbridge GmbH, a global commerce and subscription billing platform, since December 2021. Previously, Ms. Sturgis served as the
Education: • B.S. in Industrial Management, Georgia Institute of Technology Director qualifications: We believe that Ms. Sturgis’ significant
• Identifies as Female Other current public company •The Container Store Group, Inc. (2019 to present) Former public company directorships since 2019: • Student Transportation of America (2013 to 2018) | |
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Director sinceApril 2021
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Chief
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The Board of Directors unanimously recommends a vote FOR the election of the eleventen nominees for director.
Sabre Corporation 2024 Proxy Statement | | | 35 |
PROPOSAL 1: ELECTION OF DIRECTORS
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20202023 Compensation
Our Board of Directors, based on recommendations by the Compensation Committee, has adopted a formal compensation program for the non-employee members of our Board of Directors. This compensation program is designed to pay directors an appropriate amount for their services required as a director, while also seeking to align their interests with the long-term interests of our stockholders. When assessing the director compensation program, the Compensation Committee, with the assistance of Compensia,its compensation consultant, compares the design and the compensation elements of the program to that of our compensation peer group. For information regarding our compensation peer group, see “Compensation Discussion and Analysis—Competitive Positioning” below.Positioning.”
For 2020,2023, this compensation program consisted of the following elements, adjusted as described below under “Impact of COVID-19 Pandemic on 2020 Board Compensation”:elements:
Type of Compensation | Dollar Value of Compensation Element | |
Annual cash retainer | $90,000, paid quarterly | |
Annual grant of restricted stock unit awards (vests in full on first anniversary of date of grant) | $160,000 value, awarded on
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Audit Committee | additional $30,000, paid quarterly | |
Audit Committee member annual cash retainer | additional $15,000, paid quarterly | |
Compensation Committee | additional $20,000, paid quarterly | |
Compensation Committee member annual cash retainer | additional $10,000, paid quarterly | |
Governance and Nominating Committee | additional $15,000, paid quarterly | |
Governance and Nominating Committee member annual cash retainer | additional $10,000, paid quarterly | |
Technology Committee | additional $15,000, paid quarterly | |
Technology Committee member annual cash retainer | additional $10,000, paid quarterly |
In addition, the non-employee members of our Board of Directors arewere also eligible to receive a one-time restricted stock unit award with a grant date value of $400,000 in connection with their appointment to the Board of Directors, which vests ratably on a quarterly basis over four years from the date of grant.
Our Chairman of the BoardLead Director receives an additional annual cash retainer equal to $160,000,$50,000, payable quarterly in arrears, for service as Chairman of the Board. He receives no additional fees for serving as a committee chairman or member.Lead Director.
Awards granted to non-employee directors (i) from 2014 through May 2016 were pursuant to the 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), (ii) from May 2016 to April 2019 were pursuant to the 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), and (iii) afterfrom April 2019 to March 2022 were pursuant to the 2019 Director Equity Compensation Plan (the “2019 Director Plan”)., and (iv) during and after April 2022 were pursuant to the 2022 Director Plan. Each of the 2014 Omnibus Plan, the 2016 Omnibus Plan, the 2019 Director Plan and the 20192022 Director Plan was approved by stockholders.
Impact of COVID-19 Pandemic on 2020 Board Compensation
Notwithstanding the program described above, as a result of the unprecedented impact of the COVID-19 pandemic on the travel industry and our business, the Board reduced its cash retainer by 25% from
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March 16, 2020 through June 30, 2020. In addition, 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 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. See “Compensation Discussion and Analysis” for more information on the effects of the COVID-19 pandemic on our business and actions taken in response to the pandemic on our executive compensation program.
Approval of 2020 Compensation
In February 2020, the Compensation Committee, with the assistance of Compensia, reviewed the compensation program for the non-employee members of our Board of Directors. In its assessment, the Compensation Committee compared the design and the compensation elements of the program to that of the directors’ compensation programs of our 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 (the “Director Deferral Plan”), a non-qualified deferred compensation plan that allows non-employee directors to defer
36 | | | Sabre Corporation 2024 Proxy Statement |
PROPOSAL 1: ELECTION OF DIRECTORS |
receipt of all or a portion of the shares of our common stock subject to their restricted stock unit awards. Each participating non-employee director has a notional account established to reflect the vesting of his or her restricted stock unit awards and any associated notional dividend equivalents. Non-employee directors are fully vested in their accounts. Deferrals are distributed in the form of Sabre common stock after the director terminates his or her service on the Board of Directors or, if earlier, in the event of a change in control of Sabre.
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20202023 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 2020.2023. Mr. Menke, who is our Executive Chair of the Board, and Mr. Ekert, who is our CEO and President, and CEO, doesdo not receive any compensation for histheir service as a directordirectors and isare not included in this table. The compensation received by Mr.Messrs. Ekert and Menke as an employeeemployees is presented in the “2020“2023 Summary Compensation Table” below.
Director |
Fees Earned or Paid in Cash ($)(1) | Stock Awards | Total ($) | Fees Cash ($) | Stock Awards ($)(1)(2) | Total ($) | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Rachel Gonzalez | ||||||||||||||||||||||||||||||
Gail Mandel | $ | 72,428 | $ | 211,425 | $ | 283,853 | ||||||||||||||||||||||||
Judy Odom | $ | 103,084 | $ | 95,204 | $ | 198,288 | ||||||||||||||||||||||||
Joseph Osnoss | $ | 99,945 | $ | 95,204 | $ | 195,149 | ||||||||||||||||||||||||
Phyllis Newhouse | ||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Wendi Sturgis |
(1) |
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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 |
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The following table sets forth information on the restricted stock unit awards for shares of our common stock granted in |
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) |
Sabre Corporation 2024 Proxy Statement | | | 37 |
PROPOSAL 1: ELECTION OF DIRECTORS |
Director | Grant Date | Restricted Stock Units Awarded in 2023 (#) | Restricted Stock Units Held at | ||||||||||||
George Bravante, Jr. | 04/26/2023 | 43,597 | (a) | 43,597 | (a) | ||||||||||
Hervé Couturier | 04/26/2023 | 43,597 | 43,597 | ||||||||||||
Rachel Gonzalez | 04/26/2023 | 43,597 | 96,789 | ||||||||||||
Gail Mandel | 04/26/2023 | 43,597 | (a) | 47,169 | (a) | ||||||||||
Phyllis Newhouse | 04/26/2023 | 43,597 | 53,293 | ||||||||||||
Karl Peterson | 04/26/2023 | 43,597 | (a) | 43,597 | (a) | ||||||||||
Zane Rowe | 04/26/2023 | 43,597 | 43,597 | ||||||||||||
Gregg Saretsky | 04/26/2023 | 43,597 | 48,955 | ||||||||||||
John Scott | 04/26/2023 | 43,597 | (a) | 48,955 | (a) | ||||||||||
Wendi Sturgis | 04/26/2023 | 43,597 | (a) | 53,293 | (a) |
(a) | Per election made by the non-employee director under the |
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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. committees, and are eligible to receive reimbursement for up to $5,000 annually for director education programs. Non-employee directors are not otherwise provided perquisites or retirement benefits.
2024 Compensation
In February 2024, the Compensation Committee, with the assistance of Korn Ferry, reviewed the compensation program for the non-employee members of our Board of Directors. In its assessment, the Compensation Committee compared the design and the compensation elements of the program to that of the directors’ compensation programs of our peer group. Based on its review, the Compensation Committee recommended that, and the Board of Directors approved effective February 7, 2024, the one-time restricted stock unit award for appointments of new directors to the Board of Directors be eliminated and that newly appointed directors receive an equity award equal to the amount of the annual grant upon joining the Board of Directors, which award vests in full on the first anniversary of the date of grant. Newly appointed directors are not eligible to receive an additional annual grant in the year of their appointment if they are appointed before the date of the annual grant.
In March 2024, the Compensation Committee, with the assistance of Korn Ferry, reviewed the compensation for the non-executive Chair of the Board, including a review of compensation for that position at members of our peer group. Based on its review, the Compensation Committee recommended that, and the Board of Directors approved effective April 24, 2024 that the non-executive Chair of the Board receive an annual cash retainer of $160,000, payable quarterly, for service as non-executive Chair of the Board.
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PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS
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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, 2021,2024, and is requesting ratification by our stockholders. If our stockholders do not approve the selection of Ernst & Young, the selection of other independent auditors for the fiscal year ending December 31, 20222025 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, 20202023 and 20192022 to our principal accounting firm, Ernst & Young, were as follows (in thousands):
| 2020 | 2019 | 2023 | 2022 | ||||||||||||||||
Audit Fees(1) | $ | 8,057 | $ | 7,306 | ||||||||||||||||
Audit-Related Fees(2) | $ | 803 | $ | 860 | ||||||||||||||||
Tax Fees(3) | $ | 482 | $ | 1,200 | ||||||||||||||||
All Other Fees(4) | $ | 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 Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or which include services provided in connection with our filings with the SEC under the Securities Act of 1933, as |
(2) | Audit-related fees consist primarily of service organization control examinations and other attestation services. |
(3) | Tax fees comprise fees for a variety of permissible services relating to international tax compliance, tax planning, and tax advice. |
(4) | All other fees were paid for advisory and other assessment services and an online technical accounting research tool. |
Audit Committee Approval of Audit and Non-Audit Services
All audit and non-audit services provided by Ernst & Young to Sabre are pre-approved by the Audit Committee using the following procedures. At the first in-personregularly scheduled meeting of the Audit Committee each year, the Audit Committee reviews a proposal, together with the related fees, to engage Ernst & Young for audit services. In addition, also at the first in-personregularly scheduled meeting of the year, our Audit Committee reviews non-audit services to be provided by Ernst & Young during the year. At each subsequent in-person meeting, the Audit Committee reviews, if applicable, updated information regarding approved services and highlights any new audit and non-audit services to be provided by Ernst & Young. All new non-audit services to be provided are described in individual requests for services. The Audit Committee reviews the individual requests for non-audit services and approves the services if acceptable to the Audit Committee.
Sabre Corporation | | | 39 |
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS
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Predictable and recurring covered services and their related fee estimates or fee arrangements are considered for general pre-approval by the full Audit Committee on an annual basis at the first in-personregularly scheduled meeting of the year, based on information that is sufficiently detailed to identify the scope of the services to be provided. General pre-approval of any covered services is effective for the applicable fiscal year. A covered service and its related fee estimate or fee arrangement that has not received general pre-approval must be pre-approved by the Audit Committee or the ChairmanChair of the Audit Committee.
In considering whether to pre-approve a covered service, the Audit Committee considers the nature and scope of the proposed service in light of applicable law, as well as the principles and other guidance enunciated by the SEC and the Public Company Accounting Oversight Board (“PCAOB”) with respect to auditor independence, including that an auditor cannot (1) function in the role of management, (2) audit his or her own work, or (3) serve in an advocacy role for his or her client. The Audit Committee also considers whether the independent auditors are best positioned to provide the most effective and efficient service, for reasons such as itstheir familiarity with our business, people, culture, accounting systems, risk profile, and other factors, and whether the service might enhance our ability to manage or control risk, or improve audit quality. All these factors are considered as a whole, and no one factor is necessarily determinative. The Audit Committee is also mindful of the ratio of fees for audit to non-audit services in determining whether to grant pre-approval for any service, and considers whether the level of non-audit services, even if permissible under applicable law, is appropriate in light of the independence of the auditor.
To ensure prompt handling of unexpected matters, the Audit Committee has delegated to the ChairmanChair of the Audit Committee the authority to pre-approve any individual covered services that are not the subject of general pre-approval and for which the aggregate estimated fees do not exceed $250,000. Actions taken are reported to the Audit Committee at its next Committee meeting. All services and fees in 20202023 were pre-approved by the Audit Committee or the ChairmanChair of the Audit Committee.
The Board of Directors unanimously recommends a vote FOR ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2021.2024.
The Audit Committee operates under a written charter adopted by the Board of Directors. In accordance with this charter, the Audit Committee assists the Board in fulfilling its oversight responsibility relating to the integrity of Sabre’s financial statements and internal control system. Management and the independent auditors are responsible for the planning and conduct of audits, as well as for any determination that Sabre’s financial statements are complete, accurate, and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Audit Committee is responsible for the oversight of management and the independent auditors in connection with this process.
In addition, the Audit Committee is responsible for monitoring the independence of and the risk assessment procedures used by the independent auditors, selecting, and retaining the independent auditors, and overseeing compliance with various laws and regulations.
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PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS |
In discharging its oversight responsibilities, the Audit Committee reviewed and discussed Sabre’s audited financial statements with management and Ernst & Young, Sabre’s independent auditors. The Audit Committee also discussed with Ernst & Young all communications required by the auditing standards of the PCAOB.
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The Audit Committee received the written disclosures and letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence and has discussed Ernst & Young’s independence with them.
The Audit Committee has relied on management’s representation that the financial statements have been prepared in accordance with GAAP and on the opinion of Ernst & Young included in their report on Sabre’s financial statements.
Based on the above-mentioned review and discussions with management and the auditors, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Sabre’s Annual Report on Form 10-K for the year ended December 31, 2020,2023, for filing with the SEC.
AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
George Bravante, Jr., Chair
Hervé Couturier
Renée James
Gail Mandel
Judy OdomPhyllis Newhouse
Zane Rowe*
* Mr. Rowe retired from the Board of Directors effective February 16, 2024.
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PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION
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PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 20212024 OMNIBUS INCENTIVE COMPENSATION PLAN
In March 2021,2024, our Board of Directors adopted the Sabre Corporation 20212024 Omnibus Incentive Compensation Plan, (the “2021 Omnibus Plan”), subject to approval by our stockholders at the 20212024 Annual Meeting.
We currently have the 20192023 Omnibus Plan in place as of the date of this proxy statement, and as of December 31, 2020,2023, there were 10,344,102was a net of 6,396,104 shares of our common stock available for issuance under the 20192023 Omnibus Plan.Plan, consisting of 9,048,998 shares available for issuance less 2,652,894 shares reserved for issuance for prior performance-based restricted stock unit awards. We do not expect to utilize anany additional approximately 6,000,000 shares of common stock under the 20192023 Omnibus Plan through the date of the 20212024 Annual Meeting, which will result in approximately 4,344,102 sharesMeeting. We have also approved the grant of common stock available for issuance asawards contingent on the dateapproval of the 2021 Annual Meeting.2024 Omnibus Plan, which is not included in this amount. See “—New Plan Benefits.” Subject to approval of the 20212024 Omnibus Plan by stockholders, the 20212024 Omnibus Plan will replace the 20192023 Omnibus Plan for grants made after the 20212024 Annual Meeting, which will also increase the number of shares authorized for issuance pursuant to our equity-based compensation plans.
The 20212024 Omnibus Plan is a critical part of Sabre’s overall compensation program and is intended to promote the interests of Sabre and its stockholders by providing Sabre’s employees and other service providers, who are largely responsible for the management, growth, and protection of Sabre’s business, with incentives and rewards to encourage them to continue in the service of Sabre. The 20212024 Omnibus Plan is designed to meet these objectives by providing these employees with a proprietary interest in pursuingaligned with the long-term growth, profitability, and financial success of Sabre.
As with the 20192023 Omnibus Plan, our non-employee directors are not eligible to participate in the plan; instead, they participate in the 20192022 Director Plan.
Alignment of 20212024 Omnibus Plan with Stockholders’ Interests
The 20212024 Omnibus Plan is designed to reinforce the alignment of our equity compensation opportunities for officers, employees and employeesother service providers with stockholders’ interests and, as highlighted below, includes a number of provisions that we believe are consistent with good compensation practices.noteworthy provisions.
• | No Discounted Stock Options. Stock options may not be granted with an exercise price lower than the fair market value of the underlying shares on the date of grant. |
• | No |
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PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN |
• | No “Evergreen” Provision. There is no “evergreen” feature pursuant to which the shares available for issuance under the |
• |
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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. |
• | No Automatic Grants. The |
• | No Tax Gross-ups. The |
• | Compensation Recovery (“Clawback”). The |
• | No Single Trigger Vesting Upon a Change in Control. The |
• | 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 |
• | Minimum Vesting Period. 95% of the shares of our common stock issued pursuant to an equity award granted under the |
The following table includes information regarding outstanding equity awards, shares available for grants of future equity awards under the 2023 Omnibus Plan and the 2022 Director Plan, and the total weighted number of shares of our common stock outstanding as of December 31, 20202023 (and without giving effect to approval of this 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) | 20,585,195 | (1) | ||||||
Total shares available for grant | 10,344,102 | (2) | 6,396,104 | (2) | ||||||
Total shares available for grant as full-value awards | 10,344,102 | (3) | 6,396,104 | (3) | ||||||
Total shares of common stock outstanding | 317,296,733 | |||||||||
Total weighted number of shares of common stock outstanding |
(1) | Represents shares underlying outstanding unvested time-based restricted stock unit awards. As of December 31, |
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PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN |
(2) | Total net shares available for grant under the 2023 Omnibus Plan as of December 31, 2023 were 6,396,104, which consists of 9,048,998 shares available for issuance less 2,652,894 shares reserved for issuance for prior performance-based restricted stock unit awards. Total shares available under the 2022 Director Plan as of December 31, 2023 were 361,408. Total shares projected to be available under the 2023 Omnibus Plan and under the 2022 Director Plan as of the Annual Meeting |
(3) | Total shares available for grant as full-value awards under the 2023 Omnibus Plan and under the 2022 Director Plan as of the Annual Meeting |
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Based on our historical practice, the Board of Directors believes the shares available for grant under the 20212024 Omnibus Plan will be sufficient to cover awards for approximately the next twoone to threetwo years, depending on circumstances such as significant market value fluctuations, vesting levels of performance-based restricted stock unit awards, off-cycle awards, or acquisitions. Since our initial public offering in April 2014, we granted equity awards (gross equity grants, which do not reflect the impact of cancellations) representing a total of approximately 4,996,677 shares in 2014, 2,824,579 shares in 2015, 4,777,809 shares in 2016, 5,681,376 shares in 2017, 5,679,7155,693,562 shares in 2018, 5,925,5615,901,260 shares in 2019, and 13,596,722 shares in 2020. These awards reflect a five-year average utilization rate of 2.54%.2020, 5,782,957 shares in 2021, 9,904,798 shares in 2022 and 20,852,209 in 2023. We do not expect to grant any equity awards representing a total of approximately 6,000,000under the 2023 Omnibus Plan through the date of the 20212024 Annual Meeting. We have also approved the grant of awards contingent on the approval of the 2024 Omnibus Plan. See “—New Plan Benefits.”
Summary of Terms of the 20212024 Omnibus Plan
The principal features of the 20212024 Omnibus Plan are described below. This summary is qualified in its entirety by reference to the full text of the 20212024 Omnibus Plan, a copy of which is attached as Appendix Ato this proxy statement and incorporated in this proxy statement by reference. Please refer to Appendix A for more information.
Term
Awards under the 20212024 Omnibus Plan may be granted for a term of ten years following the date that stockholders approve the 20212024 Omnibus Plan at the 20212024 Annual Meeting.
Administration
The 20212024 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 20212024 Omnibus Plan is the power to determine those employees who will be granted awards and the amount, type, and other terms and conditions of awards. The Committee may also prescribe agreements evidencing or settling the terms of any awards, and any amendments thereto; grant awards alone or in addition to, in tandem with, or in substitution or exchange for (subject to restrictions on repricingre-pricing stock options and stock appreciation rights, as described below), any other award, any award granted under the Prior Plans or that of any business entity we are acquiring, or any other right of the plan participant to receive payment from us.
“Prior Plans” means, with respect tomean, for the 2019purpose of the 2024 Omnibus Plan, the 2023 Omnibus Plan, the Sabre Corporation 20162021 Omnibus Incentive Compensation Plan (the “2016“2021 Omnibus Plan”), the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (the “2019 Omnibus Plan”), the Omnibus Plan, the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), the
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PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN |
Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan (the “Sovereign 2012 MEIP”), the Sovereign Holdings, Inc. 2007 Management Equity Incentive Plan (as amended in 2010), and the Sovereign Holdings, Inc. Stock Incentive Plan (the “Sovereign MEIP”), 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 20212024 Omnibus Plan, in writing, to a sub-committee of our Board of Directors, or delegate certain administration powers (not including the grant of awards) over the plan to one or more of our officers or employees.
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The Committee has discretionary authority to interpret and construe any and all provisions of the 20212024 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 20212024 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 20212024 Omnibus Plan, any Prior Plan, or any equity compensation plan of any business entity we are acquiring (subject to restrictions on repricingre-pricing stock options and stock appreciation rights, as described below); or provide for the payment of dividends or dividend equivalents with respect to any such award. The Committee does not have the authority and may not take any such action described in this section to the extent that the grant of such authority or the taking of such action would cause any tax to become due under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
We will not repricere-price any stock option or stock appreciation right without the approval of our stockholders.
Shares Available for Issuance
• | Available Shares. The aggregate number of shares of our common stock which may be issued under the |
(1) |
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(2) | the number of shares that remain available for issuance under the Prior Plans as of April |
(3) | the number of shares subject to outstanding awards under |
• | Incentive Stock Options. The number of shares that may be covered by incentive stock options under the |
The shares to be delivered under the 2021 Omnibus Plan may be authorized and unissued shares or shares held in or acquired for our treasury, or both.
• | The shares to be delivered under the 2024 Omnibus Plan may be authorized and unissued shares or shares held in or acquired for our treasury, or both. |
In general, if awards under the 20212024 Omnibus Plan expire or are forfeited, cancelled, or terminated without the issuance of shares, or are settled for cash in lieu of shares, or are exchanged for an award not
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PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN |
involving shares, the shares covered by such awards will again become available for the grant of awards under the 20212024 Omnibus Plan. However, if the exercise price or tax withholding requirements related to any award under the 20212024 Omnibus Plan are satisfied through our withholding of shares otherwise then deliverable in respect of an award or through actual or constructive transfer to us of shares already owned, the number of shares equal to such withheld or transferred shares, as applicable, will no longer be available for issuance under the 20212024 Omnibus Plan.
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Shares covered by awards granted pursuant to the 20212024 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 20212024 Omnibus Plan.
Individual EmployeeParticipant Share Limits Per Fiscal Year under the 20212024 Omnibus Plan
• | Options. |
• | Stock Appreciation Rights. |
• | Other Stock-Based Awards. |
Individual Limits on Cash Incentive Awards
• | Cash Incentive Awards. The amount payable in respect of a cash incentive award granted to any participant in a single fiscal year that is subject to performance-based vesting may not exceed $5,000,000. |
Eligibility for Participation
The individuals eligible to receive awards under the 20212024 Omnibus Plan are our employees (including prospective employees who have been offered employment) and other individual service providers and those of our subsidiaries, as selected by the Committee.
As of December 31, 2020,2023, approximately 7,5006,343 employees would be eligible to participate in the 20212024 Omnibus Plan. During 2020,2023, a total of approximately 852768 individuals received awards under the 20192023 Omnibus Plan.
Cash Incentive Awards
The Committee may grant cash incentive awards. Cash incentive awards may be settled in cash or in other property, including shares of our common stock.
Stock Options and Stock Appreciation Rights
The Committee may grant non-qualified stock options and incentive stock options to purchase shares of our common stock. The Committee will determine the number of shares of our common stock subject to each option, the vesting schedule (provided that no option may be exercisable after the expiration of ten years after the date of grant), the method and procedure to exercise vested options, restrictions on transfer of options and any shares acquired pursuant to the exercise of an option, and the other terms of each option. The exercise price per share of common stock covered by any option may not be less than 100% of the fair market value of a share of common stock on the date of grant.
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PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN |
Additionally, with respect to “incentive stock options” (within the meaning of Section 422 of the Code), the aggregate fair market value of shares with respect to incentive stock options that are exercisable for the first time by a participant during any calendar year under the 20212024 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
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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 our common stock at the time such incentive stock option is granted and such incentive stock option is not exercisable after the expiration of five years from the date such incentive stock option is granted.
Other Stock-Based Awards
The Committee may grant other stock, stock-based, or stock-related awards in such amounts and subject to such terms and conditions as determined by the Committee. Each such other stock-based award may (i) involve the transfer of actual shares of our common stock to the participant, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of common stock, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units, or share-denominated performance units, and (iv) be designed to comply with applicable laws of jurisdictions other than the United States; provided, that each award must be denominated in, or must have a value determined by reference to, a number of shares of our common stock that is specified at the time of the grant of such award.
Performance-Based Compensation, Performance Goals and Measures
The Committee may grant performance-based compensation to a participant payable upon the attainment of specific performance goals. The performance goals may include any one or more of the following, including in combination: adjusted net earnings, appreciation in and/or maintenance of the price of common stock (including, without limitation, comparisons with various stock market indices), attainment of strategic and operational initiatives, budget, cash flow (including, without limitation, free cash flow), cost of capital, cost reduction, earnings and earnings growth (including, without limitation, earnings per share, earnings before taxes, earnings before interest and taxes, and earnings before interest, taxes, depreciation and amortization), market share, market value added, net income, net sales, net revenue, operating profit and operating income, pretax income before allocation of corporate overhead and bonus, reductions in costs, return on assets and return on net assets, return on equity, return on invested capital, revenues, sales and sales growth, successful acquisition/divestiture, total stockholder return and improvement of stockholder return, gross margin, measures of liquidity or credit metrics, cash flow per share, improvements or attainments of expense levels, improvements or attainment of working capital levels or debt reduction, or such other measures as the Committee may determine from time to time.
Performance goals may relate to individual performance, company performance, or business unit performance.
In addition, any performance measure may be used to measure the performance of Sabre or a subsidiary as a whole or any business unit of Sabre or a subsidiary or any combination thereof, as the Committee may deem appropriate, or any of the above performance measures as compared to the performance of a group of comparator companies, or a published or special index that the Committee in its sole discretion, deems appropriate.
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PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN |
The Committee may, subject to the terms of the 20212024 Omnibus Plan, amend previously granted awards whose grant, vesting, or payment is subject to performance-based measures.
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Stockholder Rights
No person will have any rights as a stockholder with respect to any shares of our common stock covered by or relating to any award granted pursuant to the 20212024 Omnibus Plan until the date of the issuance of such shares on our books and records.
Amendment and Termination
Notwithstanding any other provision of the 20212024 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 20212024 Omnibus Plan are generally nontransferable (other than by will or the laws of descent and distribution), except that the Committee may provide for the transferability of non-qualified stock options subject to conditions and limitations as determined by the Committee; however, awards (other than incentive stock options and tandem stock appreciation rights) may be transferred during the lifetime of the participant, and may be exercised by these transferees during the lifetime of the participant, but only to the extent the transfers are permitted by the Committee.
Change in Control
Except as otherwise set forth in a participant’s award agreement, in the event (i) a participant has a qualifying termination of employment following a change in control of Sabre or (ii) of a change in control of Sabre in which outstanding awards are not assumed, continued, or substituted by the surviving corporation:
All deferral of settlement, forfeiture conditions, and other restrictions applicable to awards granted under the 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
• | All deferral of settlement, forfeiture conditions, and other restrictions applicable to awards granted under the 2024 Omnibus Plan will lapse, and such awards will be deemed fully vested as of the time of the change-in-control transaction without regard to deferral and vesting conditions, and |
Any award carrying a right to exercise that was not previously exercisable and vested will become fully exercisable and vested as of the time of the change in control of Sabre.
• | Any award carrying a right to exercise that was not previously exercisable and vested will become fully exercisable and vested as of the time of the change in control of Sabre. |
For purposes of this provision, a “qualifying termination of employment” means with respect to a participant, (i) a termination of such participant’s employment by Sabre, the surviving corporation (or any of itsSabre’s or the surviving corporation’s then-affiliated entities) without cause or by the participant for good reason (as such terms are defined in the 2024 Omnibus Plan), or (ii) a termination of such participant’s employment in the event of the participant’s death or disability, in each case, following a change in control of Sabre.
AllOther than as set forth in the table below, all awards made under the 20212024 Omnibus Plan are discretionary. Therefore, the benefits and amounts that will be received or allocated under the 2021 2024
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PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN |
Omnibus Plan are not determinable at this time. The closing price of our common stock, as reported on the Nasdaq Stock Market, on February 26, 202129, 2024 was $14.69$2.65 per share. See “Executive Compensation—20202023 Grants of Plan-Based Awards,” which provides information on the equity awards granted to the named executive officers in 2020.2023.
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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 20212024 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 20212024 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.option, and we will not be entitled to a tax deduction at such time. A participant will not recognize taxable income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the stock option was granted and one year from the date the shares were transferred to the participant in connection with the exercise of such incentive stock option, any gain or loss arising from a subsequenttaxable 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.
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PROPOSAL 3: APPROVAL OF THE SABRE CORPORATION 2024 OMNIBUS INCENTIVE COMPENSATION PLAN |
Restricted Stock
A participant will not recognize taxable income at the time of grant of shares of restricted stock award, and we will not be entitled to a tax deduction at such time, unless the participant makes an election under Section 83(b) of the Code to be taxed at such time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an
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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 20212024 Omnibus Plan may be taxable based on the specific terms and conditions of such awards.
Section 162(m) Limitations
Section 162(m) of the Code generally places a $1 million annual limit on a public company’s federal income tax deduction for compensation paid to certain senior executives. Thus, it is possible that Section 162(m) of the Code may disallow compensation deductions that would otherwise be available to us.
The foregoing general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 20212024 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 20212024 Omnibus Plan.
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 20212024 Omnibus Incentive Compensation Plan.
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PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN |
PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN
In March 2024, our Board of Directors adopted the 2024 Director Plan, subject to approval by our stockholders at the 2024 Annual Meeting.
We have the 2022 Director Plan in place as of the date of this proxy statement, and as of December 31, 2023, there were 361,408 shares of our common stock available for issuance under the 2022 Director Plan. We expect to have 447,740 shares of our common stock shares available for issuance as of the 2024 Annual Meeting. Subject to approval of the 2024 Director Plan by stockholders, the 2024 Director Plan will replace the 2022 Director Plan for grants made after the 2024 Annual Meeting, which will also increase the number of shares authorized for issuance to our non-employee directors pursuant to this equity-based compensation plan.
The 2024 Director Plan is intended to promote the interests of Sabre and its stockholders by providing certain compensation to eligible directors of Sabre to encourage the highest level of performance by providing them with a proprietary interest in Sabre’s success and progress by granting them awards under the 2024 Director Plan.
Alignment of 2024 Director Plan with Stockholders’ Interests
The 2024 Director Plan is designed to reinforce the alignment of our compensation opportunities for eligible directors with stockholders’ interests and, as highlighted below, includes a number of provisions that we believe are consistent with good compensation practices.
• | No Discounted Stock Options. Stock options may not be granted with an exercise price lower than the fair market value of the underlying shares on the date of grant. |
• | No Re-pricings/Cash Buyouts without Stockholder Approval. The 2024 Director Plan prohibits, without stockholder approval, a stock option or a stock appreciation right from being repurchased for cash at a time when the exercise or strike price, as applicable, is equal to or greater than the fair market value of the underlying shares. The 2024 Director Plan also prohibits any stock option or stock appreciation right from being re-priced, replaced, re-granted through cancellation, or modified without stockholder approval if the effect would be to reduce the exercise or strike price, as applicable, for the shares underlying the option or stock appreciation right. |
• | No “Evergreen” Provision. There is no “evergreen” feature pursuant to which the shares available for issuance under the 2024 Director Plan can be automatically replenished. |
• | No Transferability. Awards generally may not be transferred, except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, unless approved by the Compensation Committee. |
• | No Automatic Grants. The 2024 Director Plan does not provide for “reload” or other automatic grants to participants. |
• | No Tax Gross-ups. The 2024 Director Plan does not provide for any tax gross-ups. |
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PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN |
• | Compensation Recovery (“Clawback”). The 2024 Director Plan provides that Sabre is entitled, to the extent permitted or required by applicable law, Sabre policy, or the requirements of any national securities exchange on which Sabre’s shares are listed for trading, to claw back compensation paid by Sabre to a participant under the 2024 Director Plan. |
• | No Single Trigger Vesting Upon a Change in Control. The 2024 Director Plan provides that all outstanding equity awards will become exercisable and/or vest in the event of a change in control of Sabre only if these awards are not assumed, continued, or substituted by the surviving corporation, or if the holder’s service on the Board terminates in connection with a change in control of Sabre. |
• | No Liberal Share Recycling. Shares of our common stock used to pay the exercise price (whether through actual or constructive transfer) or tax withholding requirements related to any award granted under the 2024 Director Plan may not be regranted, issued, or transferred under the 2024 Director Plan. |
Key Data
The following table includes information regarding outstanding equity awards for eligible directors, shares available for grants of future equity awards under the 2022 Director Plan, and total shares of common stock outstanding as of December 31, 2023 (and without giving effect to approval of this Proposal 4):
Total shares underlying outstanding unvested restricted stock unit awards | (1) | ||||
Total shares available for grant under the 2022 Director Plan | 361,408 | (2) | |||
Total shares available for grant as full-value awards under the 2022 Director Plan | 361,408 | (3) | |||
Total shares of common stock outstanding | 379,568,979 |
(1) | Represents shares underlying outstanding unvested time-based restricted stock unit awards for eligible directors. As of December 31, 2023, there were no shares underlying outstanding options or outstanding unvested PSU awards for eligible directors. |
(2) | Total shares available for grant as of the Annual Meeting are projected to be 447,740. |
(3) | Total shares available for grant as full-value awards as of the Annual Meeting are projected to be 447,740. |
Based on our historical practice and assuming no change in the number of eligible participants immediately following the Annual Meeting, the Board of Directors believes the shares available for grant under the 2024 Director Plan will be sufficient to cover awards for approximately the next two years. Since our initial public offering in April 2014, we granted equity awards (gross equity grants, which do not reflect the impact of cancellations) to eligible directors representing a total of approximately 67,912 shares in 2014, 142,199 shares in 2015, 295,464 shares in 2016, 250,823 shares in 2017, 64,173 shares in 2018, 92,748 in 2019, 208,034 shares in 2020, 166,336 shares in 2021, 202,430 shares in 2022, and 435,970 shares in 2023.
Summary of Terms of the 2024 Director Plan
The principal features of the 2024 Director Plan are described below. This summary is qualified in its entirety by reference to the full text of the 2024 Director Plan, a copy of which is attached as Appendix B to this proxy statement and incorporated in this proxy statement by reference. Please refer to Appendix B for more information.
52 | | | Sabre Corporation |
PROPOSAL
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Awards under the 2024 Director Plan may be granted for a term of ten years following the date that stockholders approve the 2024 Director Plan at the 2024 Annual Meeting.
Administration
The 2024 Director Plan is administered by our Board of Directors, the Compensation Committee of our Board of Directors, or such other committee as designated by our Board of Directors (the “Committee”). Among the Committee’s powers under the 2024 Director Plan is the power to determine those individuals who will be granted awards and the amount, type, and other terms and conditions of awards. Our Board of Directors may grant awards to the non-employee members of our Board of Directors. The Committee may also prescribe agreements evidencing or settling the terms of any awards, and any amendments thereto; grant awards alone or in addition to, in tandem with, or in substitution or exchange for, any other award, any award of any business entity we are acquiring, or any other right of the plan participant to receive payment from us.
The Committee may delegate its powers and responsibilities under the 2024 Director Plan, in writing, to a sub-committee of our Board of Directors, or to any other individual as the Committee deems advisable, under any conditions and subject to any limitations that the Committee may establish.
The Committee has discretionary authority to interpret and construe any and all provisions of the 2024 Director Plan and the terms of any award (or award agreement) granted thereunder and to adopt and amend such rules and regulations for the administration of the 2024 Director Plan as it deems appropriate. Decisions of the Committee will be final, binding and conclusive on all parties.
On or after the date of grant of any award, the Committee may accelerate the date on which any award becomes vested, exercisable, or transferable. The Committee may also extend the term of any such award (including the period following a termination of a participant’s provision of services during which any such award may remain outstanding); waive any conditions to the vesting, exercisability, or transferability of any such award; grant other awards in addition to, in tandem with, or in substitution or exchange for any award granted under the 2024 Director Plan or any equity compensation plan of any business entity we are acquiring; or provide for the payment of dividends or dividend equivalents with respect to any such award, provided that no dividend equivalents may be paid on any award until such time as the underlying award has vested, and any dividends payable in respect of awards of restricted stock may not vest unless and until the restricted stock awards to which such dividends relate have also vested. The Committee does not have the authority and may not take any such action described in this section to the extent that the grant of such authority or the taking of such action would cause any tax to become due under Section 409A of the Code.
We will not re-price any stock option or stock appreciation right without the approval of our stockholders.
Shares Available for Issuance
• | Available Shares. The aggregate number of shares of our common stock which may be issued under the 2024 Director Plan may not exceed the sum of: |
(1) | 1,500,000 shares, |
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PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN |
(2) | the number of shares that remain available for issuance under the Prior Plans as of April 24, 2024, and |
(3) | the number of shares subject to outstanding awards under the Prior Plans that may become available if the underlying awards expire, are forfeited, cancelled, or terminated, are settled for cash, or otherwise become available in accordance with the terms of such plan. |
• | The shares to be delivered under the 2024 Director Plan may be authorized and unissued shares or shares held in or acquired for our treasury, or both. |
“Prior Plans” mean, for the purpose of the 2024 Director Plan, the 2022 Director Plan and the 2019 Director Plan.
In general, if awards under the 2024 Director Plan expire or are forfeited, cancelled or terminated without the issuance of shares, or are settled for cash in lieu of shares, or are exchanged for an award not involving shares, the shares covered by such awards will again become available for the grant of awards under the 2024 Director Plan. However, if the exercise price or tax withholding requirements related to any award under the 2024 Director Plan are satisfied through our withholding of shares otherwise then deliverable in respect of an award or through actual or constructive transfer to us of shares already owned, the number of shares equal to such withheld or transferred shares, as applicable, will no longer be available for issuance under the 2024 Director Plan.
Shares covered by awards granted pursuant to the 2024 Director Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger will not count as issued under the 2024 Director Plan.
Individual Director Share Limits Per Fiscal Year under the 2024 Director Plan
• | Initial Appointment Awards. The aggregate values of options and other stock-based awards granted to any participant in connection with his or her initial appointment as a non-employee director may not exceed $600,000, determined based on the aggregate fair market value of the awards on the grant date. |
• | Other Awards. The aggregate values of options and other stock-based awards granted to any participant in a single fiscal year may not exceed $500,000, determined based on the aggregate fair market value of the awards on the grant date. |
Individual Limits on Cash Awards
• | Cash Awards. The amount payable with respect to any cash award granted under the Plan to any participant in a single fiscal year, solely with respect to his or her service as a non-employee director on the Board, may not exceed $500,000. |
Eligibility for Participation
The individuals eligible to receive awards under the 2024 Director Plan are those members of the Board who are not also employees of Sabre or any of its subsidiaries at the time such award is granted, as selected by the Committee.
As of December 31, 2023, ten directors were eligible to participate in the 2024 Director Plan. During 2023, a total of ten directors received awards under the 2022 Director Plan.
54 | | | Sabre Corporation 2024 Proxy Statement |
PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN |
Cash Awards
The Committee may grant cash awards. Cash awards may be settled in cash or in other property, including shares of our common stock.
Stock Options and Stock Appreciation Rights
The Committee may grant non-qualified stock options to purchase shares of our common stock. The Committee will determine the number of shares of our common stock subject to each option, the vesting schedule (provided that no option may be exercisable after the expiration of ten years after the date of grant), the method and procedure to exercise vested options, restrictions on transfer of options and any shares acquired pursuant to the exercise of an option, and the other terms of each option. The exercise price per share of common stock covered by any option may not be less than 100% of the fair market value of a share of common stock on the date of grant.
Other Stock-Based Awards
The Committee may grant other stock, stock-based or stock-related awards in such amounts and subject to such terms and conditions as determined by the Committee. Each such other stock-based award may (i) involve the transfer of actual shares of our common stock to the participant, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of common stock, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units, or share-denominated performance units, and (iv) be designed to comply with applicable laws of jurisdictions other than the United States; provided, that each award must be denominated in, or must have a value determined by reference to, a number of shares of our common stock that is specified at the time of the grant of such award.
Stockholder Rights
No person will have any rights as a stockholder with respect to any shares of our common stock covered by or relating to any award granted pursuant to the 2024 Director Plan until the date of the issuance of such shares on our books and records.
Amendment and Termination
Notwithstanding any other provision of the 2024 Director Plan, our Board of Directors may at any time suspend or discontinue the plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation, or rule of a national securities exchange requires stockholder approval for any such revision or amendment to be effective, such revision or amendment will not be effective without such approval.
Transferability
Awards granted under the 2024 Director Plan are generally nontransferable (other than by will or the laws of descent and distribution), except that the Committee may provide for the transferability of non-qualified stock options subject to conditions and limitations as determined by the Committee; however, awards may be transferred during the lifetime of the participant, and may be exercised by these transferees during the lifetime of the participant, but only to the extent the transfers are permitted by the Committee.
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PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN |
Change in Control
Except as otherwise set forth in a participant’s award agreement, in the event (i) a participant’s service on the Board terminates in connection with a change in control of Sabre or (ii) of a change in control of Sabre in which outstanding awards are not assumed, continued, or substituted by the surviving corporation:
• | All deferral of settlement, forfeiture conditions and other restrictions applicable to awards granted under the 2024 Director Plan will lapse and such awards will be deemed fully vested as of the time of the change-in-control transaction without regard to deferral and vesting conditions, and |
• | Any award carrying a right to exercise that was not previously exercisable and vested will become fully exercisable and vested as of the time of the change in control of Sabre. |
New Plan Benefits
All awards made under the 2024 Director Plan are discretionary. Therefore, the benefits and amounts that will be received or allocated under the 2024 Director Plan are not determinable at this time. The closing price of our common stock, as reported on the Nasdaq Stock Market, on February 29, 2024 was $2.65 per share. Under our current compensation program for non-employee members of our Board of Directors, following the Annual Meeting, each eligible director, other than directors elected to the Board of Directors in 2024 prior to the Annual Meeting, will receive the annual grant of restricted stock unit awards with a grant date value of $160,000, which will vest in full on the first anniversary of the date of grant. The number of shares to be received pursuant to this grant will depend on the closing stock price on the date of the Annual Meeting. See “Proposal 1: Election of Directors—Director Compensation,” which provides information on the equity awards granted to our non-employee directors in 2023.
U.S. Federal Income Tax Consequences
The following is a summary of certain federal income tax consequences of the awards to be made under the 2024 Director Plan based upon the laws in effect on the date hereof. The discussion is general in nature and does not take into account a number of considerations which may apply in light of the circumstances of a particular participant under the 2024 Director Plan. The income tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.
Non-Qualified Stock Options
A participant will not recognize taxable income at the time of grant of a non-qualified stock option, and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise of a non-qualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price, and we generally will be entitled to a corresponding tax deduction.
Stock Appreciation Rights
A participant will not recognize taxable income at the time of grant of a stock appreciation right, and we will not be entitled to a tax deduction at such time. Upon exercise, a participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) equal to the fair market value of any shares delivered and the amount of cash paid by us, and we generally will be entitled to a corresponding tax deduction.
56 | | | Sabre Corporation 2024 Proxy Statement |
PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN |
Restricted Stock
A participant will not recognize taxable income at the time of grant of shares of restricted stock award, and we will not be entitled to a tax deduction at such time, unless the participant makes an election under Section 83(b) of the Code to be taxed at such time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. We are entitled to a corresponding tax deduction at the time the ordinary income is recognized by the participant. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income. We will be entitled to a corresponding tax deduction.
Restricted Stock Units
A participant will not recognize taxable income at the time of grant of a restricted stock unit, and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of settlement of the award equal to the fair market value of any shares delivered and the amount of cash paid by us, and we will be entitled to a corresponding deduction.
Other Stock-Based Awards
The grant, exercise or settlement of other stock-based awards granted under the 2024 Director Plan may be taxable based on the specific terms and conditions of such awards.
The foregoing general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2024 Director Plan. Participants are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2024 Director Plan.
The Board of Directors unanimously recommends a vote FOR approval of the Sabre Corporation 2024 Director Equity Compensation Plan.
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PROPOSAL 4: APPROVAL OF THE SABRE CORPORATION 2024 DIRECTOR EQUITY COMPENSATION PLAN |
Equity Compensation Plan Information
The following table gives information about our common stock that may be issued upon the exercise of options, warrants, and rights under all of our equity compensation plans as of December 31, 2020.2023.
Number of securities
| Weighted average
|
Number of securities
| Number of securities to be issued upon exercise of outstanding options (a) | Weighted average exercise price of outstanding options (b) | Number of securities for future issuance (c) | |||||||||||||||||||||||||
Equity compensation plans approved by stockholders |
| 18,456,697 | $ | 13.59 |
| 10,642,038 |
| 28,388,434 | $ | 12.20 |
| 9,410,406 | ||||||||||||||||||
Equity compensation plans not approved by stockholders |
| — |
| — |
| — |
| — |
| — |
| — |
(a) | Includes shares of common stock to be issued upon the exercise of outstanding options under our 2023 Omnibus Plan, 2022 Director Plan, 2021 Omnibus Plan, 2019 Omnibus Plan, 2019 Director Plan, 2016 Omnibus Plan, 2014 Omnibus Plan and the Sovereign 2012 |
(b) | Excludes restricted stock unit awards, which do not have an exercise price. |
(c) | Excludes securities reflected in column (a). |
| | Sabre Corporation 2024 Proxy Statement |
PROPOSAL 5: AMENDMENT TO OUR CERTIFICATE OF INCORPORATION REGARDING OFFICER EXCULPATION |
PROPOSAL 5: AMENDMENT TO OUR CERTIFICATE OF INCORPORATION REGARDING OFFICER EXCULPATION
In February 2024, our Board of Directors declared advisable and voted to approve and to recommend that our stockholders adopt an amendment to our Certificate of Incorporation to provide for the elimination of monetary liability of certain officers of Sabre in certain limited circumstances, as set forth in Appendix C and incorporated by reference.
The State of Delaware, which is our state of incorporation, has enacted legislation that amended the Delaware General Corporation Law (“DGCL”) to enable Delaware corporations to include in their certificates of incorporation limitations on the personal monetary liability of certain officers for breach of fiduciary duty in limited circumstances. In light of this legislation and for the reasons set forth below, we are proposing to amend Sabre Corporation’s Certificate of Incorporation to limit the liability of certain of our officers in specific circumstances, as permitted by Delaware law. The new Delaware legislation only permits, and the proposed amendment would only permit, exculpation of certain of our officers for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions. The proposed amendment would not eliminate any officer’s monetary liability:
• | for breach of the officer’s duty of loyalty to Sabre Corporation or its stockholders, |
• | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, |
• | for any transaction from which the officer derived an improper personal benefit, or |
• | for claims brought by Sabre itself or for derivative claims brought by stockholders in the name of Sabre. |
The Sabre officers that would be covered by this provision would be our president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, and chief accounting officer who served at any time during the course of conduct alleged in the action or proceeding to be wrongful, any other officer identified in our public filings with the SEC as one of our most highly compensated executive officers at any time during the course of conduct alleged in the action or proceeding to be wrongful and any officer who has, by written agreement with Sabre, consented to be identified as an officer for these purposes. Similar to what is provided for director exculpation, the proposed amendment provides that if the DGCL is further amended to eliminate or limit the personal liability of officers, the liability of officers will be limited to the fullest extent permitted by law, as so amended.
As of the date of this proxy statement, our Certificate of Incorporation provides for exculpation of directors to the extent permitted by the DGCL but does not include a similar provision that would allow for the exculpation of officers. We are asking that the stockholders approve an amendment to the exculpation provision to include exculpation of officers to the fullest extent permitted by the DGCL.
Reasons for the Proposed Amendment
The DGCL has long permitted Delaware corporations to include provisions in their certificates of incorporation eliminating monetary liability of directors to the fullest extent permitted by Delaware law, and our Certificate of Incorporation includes such a provision. Until the recent changes to the DGCL were
Sabre Corporation 2024 Proxy Statement | | | 59 |
PROPOSAL |
enacted, Delaware corporations were not able to provide similar protection to officers. After careful consideration, the Board of Directors believes that it is in Sabre’s and its stockholders’ best interest to amend the certification of incorporation to eliminate monetary liability for certain officers to the fullest extent permitted by Delaware law. In the absence of this protection, particularly amid the recent trend of plaintiffs increasingly naming corporate officers as defendants in stockholder litigation, qualified officers might be deterred from serving as officers or, while officers, from making business decisions that involve risk, due to potential exposure to personal monetary liability for business decisions that in hindsight are not successful.
The nature of the role of officers often requires them to make difficult decisions on crucial matters, frequently in response to time-sensitive opportunities and challenges. These decisions can create substantial risk of investigations, claims, actions, suits, or proceedings seeking to impose liability on the basis of hindsight. The Board of Directors believes that it is reasonable to limit our officers’ concern about personal risk and will empower them to better exercise their business judgment in furtherance of stockholder interests. The Board of Directors believes this will help limit litigation that names officers as defendants, when directors cannot be named because of their exculpatory protection, as a litigation strategy to compel settlement offers. It is important to note that, as set forth in the proposed amendment and in accordance with the DGCL, the exculpation that would be afforded to our officers is more limited than what is afforded to our directors in that officers may not be exculpated from liability in any action brought by or in the right of Sabre.
The Board of Directors expects that exculpation clauses applicable to officers will become widely used by public corporations, including our peers, and that failing to adopt the proposed amendment could negatively impact our ability to recruit (and retain) exceptional officer candidates who value the protection from potential exposure to liabilities, costs of defense, and other risks of proceedings that would be afforded by protection similar to that afforded by the proposed amendment. Additionally, the proposed amendment will align the protections for our officers with those protections already afforded to our directors. The Board of Directors believes that all of this will in turn benefit our stockholders by reducing threatened litigation, attorneys’ fees, and costs of litigation, and enhancing recruiting and retention of skilled officers.
For the reasons stated above, the Board of Directors believes that it is in the best interests of Sabre and its stockholders that the proposed amendment be approved. The proposed amendment is not being proposed in response to any specific resignation, threat of resignation, or refusal to serve by any officer or as a result of any pending litigation.
Sabre’s officers will receive the protections from liability afforded by the proposed amendment effective upon Sabre filing a certificate of amendment setting forth the proposed amendment with the Delaware Secretary of State, anticipated to occur on or about the date of the meeting of stockholders if the proposed amendment is adopted by the stockholders.
Effect of the Proposed Amendment
Approval of this Proposal 5 constitutes approval of the proposed amendment set forth in Appendix C. In Appendix C, additions are indicated by double underlining and deletions are indicated by strikethroughs. This description of the proposed amendment is a summary and is qualified by the complete text of the proposed amendment.
The Board of Directors unanimously recommends a vote FOR the approval of the amendment to our Certificate of Incorporation regarding officer exculpation.
60 | | | Sabre Corporation 2024 Proxy Statement |
PROPOSAL 6: ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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PROPOSAL 4:6: ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In “Compensation Discussion and Analysis” and the executive compensation tables following that section, we describe in detail our executive compensation program, including its objectives, policies and components. As discussed in Compensation Discussion and Analysis, the Compensation Committee seeks to observe the following principles, 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:principles:
• | Retain and |
• | Pay for performance. A significant portion of the target total direct compensation opportunities of our executive officers should vary with annual and long-term business performance and each individual’s contribution to that performance, while the level of “at-risk” compensation should increase as the scope of the executive officer’s responsibility increases. |
• | Reward long-term growth and profitability. Executive officers should be rewarded for achieving long-term results, and these rewards should be aligned with the interests of our stockholders. |
• | Align compensation with stockholder interests. The interests of our executive officers should be linked with those of our stockholders through the risks and rewards of the ownership of shares of our common stock. |
• | Provide limited personal benefits. Perquisites and other personal benefits for our executive officers should be limited to items that serve a reasonable business purpose. |
• |
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Promote transparency. We seek to establish an efficient, simple, and transparent process for executives in designing our compensation arrangements, setting performance objectives for annual and long-term incentive compensation opportunities, and making compensation decisions. |
For a more detailed discussion of how our executive compensation program reflects these objectives, policies, and principles, including information about the 20202023 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.in light of the current environment.
We are asking our stockholders to indicate their support for our executive compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our executive compensation program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our executive
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officers and the objectives, policies, and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote on the following resolution at the Annual Meeting:
RESOLVED, that the compensation paid to the Corporation’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved.
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PROPOSAL 6: ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS |
This proposal is being presented pursuant to Section 14A of the Exchange Act. The say-on-pay vote is advisory and is therefore not binding on us, the Compensation Committee, or our Board of Directors. The Compensation Committee and our Board of Directors value the opinions of our stockholders and, to the extent there is any significant vote against our executive compensation program as disclosed in this proxy statement, will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
The Board of Directors unanimously recommends a vote FOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules.
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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.
Sabre Corporation |
COMPENSATION DISCUSSION AND ANALYSIS
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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, 20202023 for our named executive officers. For 2020,2023, our named executive officers were:
Name | Position | |
|
| |
| Executive Vice President and Chief Financial Officer | |
| Executive Vice President and Chief | |
| Executive Vice President and Chief | |
| Executive Vice President |
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.”
Sean Menke | Executive Chair of the Board (former Chief Executive Officer)(2) |
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:
David Moore |
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(3) | Mr. Moore ceased serving as Executive Vice President and Chief Technology Officer effective as of May 8, 2023, and his last day of employment with Sabre was July 1, 2023. |
Executive Summary
Business Overview
We delivered significant commercial successes, efficiency gains, and product innovation achievements in 2023 that drove strong financial results, including compelling growth in revenue and Adjusted EBITDA, and achievement of our free cash flow objective. These items were reflected in our full-year 2023 financial results:
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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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awards, as described above. The Compensation Committee also proactively took additional actions to help address the disadvantages we faced in retaining key talent.
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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%)
• | With regards to Sabre’s full year 2023 cash flows (versus prior year): |
• | Cash provided by operating activities totaled $56 million (versus cash used in operating activities of $276 million), |
• | Cash used in investing activities totaled $110 million (versus cash provided by investing activities of $174 million), |
• | Cash used in financing activities totaled $94 million (versus $75 million), |
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• | Capitalized expenditures totaled $87 million (versus $69 million), and |
• | Free Cash Flow was negative $31 million, inclusive of approximately $54 million of restructuring costs (versus negative $346 million). |
Design programs by the endSee Appendix D for a reconciliation of 2020 for implementation in 2021 that enable employees to “work from anywhere” (to the extent allowed under local laws)certain non-GAAP 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. GAAP financial measures presented.
2023 Stockholder Engagement
Since 2016, we have maintained an ongoing, proactive stockholder engagement program. Throughout the year, members of our investor relations group,Investor Relations team, Corporate Secretary’s office, Corporate Responsibility and executive compensation team engage with our stockholders to seek their input on topics of interest to them, including related to our strategy, compensation, Board, sustainability and other governance matters. We actively engage with our stockholders on a year-round basis and integrate the information we learn through these discussions into our governance calendar.
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
2023 Stockholder Engagement Program – Highlights and Statistics | |||||||||||||||||||
Scope of Outreach | • Contacted 10 stockholders, representing approximately 58% of our then outstanding shares • Met with 5 stockholders, representing approximately 40% of our outstanding shares (including our three largest stockholders) |
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2023 Stockholder Engagement Program – Highlights and Statistics | ||
Outreach Team | • Members of the management team (subject matter experts), including the Chief People Officer, members of the executive compensation team, the Corporate Secretary, the Chief Communications and Corporate Responsibility Officer, and members of the Investor Relations team • Our Lead Director and Chair of the Governance and Nominating Committee also met with one stockholder | |
Topics Discussed | • Our executive compensation program, including short- and long-term incentive structure • Our ongoing focus on Board and committee refreshment and our governance structure • Our sustainability actions |
outstanding. StockholderInvestor 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 focusedreceived 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 givenwas generally positive. Stockholders indicated their support for the unprecedented impactdesign 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. Investors2023 executive compensation program. They also provided feedback regarding Sabre’s executive compensation after the conclusionon various aspects of the pandemic,program, 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.
Thisperformance measures utilized. The Compensation Committee considered this feedback informed the Compensation Committee’s discussion and review of our overall approach to compensation andfrom stockholders as it developed the design of our 20212024 executive compensation program, as highlighted below.program. See “2024 Executive Compensation Program.” Investor feedback received on our governance structure, Board composition and refreshment, and sustainability actions was also positive.
2023 Executive Compensation Program
The Compensation Committee took certain actions with respect to the 2023 compensation of our named executive officers, including the following:
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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:
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Information Technology index over the three-year measurement period from January 1, 2023 to December 31, 2025, which can increase or decrease the aggregate number of PSUs earned by 10%, subject to a maximum overall payout of 200%. |
• | RSUs. The RSUs granted in May 2023 vest ratably on an annual basis over three years, subject to the named executive officer’s continued employment through the applicable vesting date. |
• | Base Salaries. In |
“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—Annual Incentive Compensation” and “—Long-Term Incentive Compensation—2020 Equity Awards—2020 Performance-Based Restricted Stock Unit Awards.”Compensation” below.
Chief Executive Officer Transition
As described above, effective April 27, 2023, Mr. Menke transitioned his role as CEO to Mr. Ekert. Mr. Menke continued in his role as Sabre’s Executive Chair of the Board, and Mr. Ekert retained his title of President. In connection with his election as CEO and President, Mr. Ekert’s initial base salary was increased from $750,000 to $900,000, his 2023 annual incentive target was increased from 125% to 135% of his base salary (prorated for his time as Chief Executive Officer), and his long-term incentive award grant-date value was set at $5,500,000. Each of these amounts is lower than the corresponding components of Mr. Menke’s 2022 target total direct compensation.
See “—Information on Employment Agreements and Offer Letters” for additional information on Messrs. Ekert’s and Menke’s offer letter and employment agreement entered into in connection with this transition.
Our Executive Compensation Program OverviewStrategy
Our overall corporate rewards strategy, which is embodied in our executive compensation program, is designed to help advance three principal objectives:
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• | Attract, motivate, and retain. Set compensation at market competitive levels that enable us to hire, incentivize, and retain high-caliber executive officers. |
• | Long-term equity ownership. Provide opportunities, consistent with the interests of our stockholders, for executive officers to accumulate and hold a significant equity stake in the organization, including through performance-based equity awards, if we |
Compensation Program Overview
✓IndependentCompensation Committee consultant. The Compensation Committee has engaged | XNo pension plans. We do not currently offer, nor do we have plans to provide, supplemental pension arrangements or defined benefit pension plans to our executive officers |
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✓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 | XNo tax reimbursements on severance or change-in-control payments. We do not provide any tax reimbursement payments (including | |
✓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 | XNo 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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✓Performance-basedincentives. We use performance-based annual and long-term incentives | XLimited 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 | XHedging 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) | XNo stock option |
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 withwithin the context of the current uncertain COVID-19
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pandemicrecovery environment and the corresponding need to respond quickly to any related challenging circumstances that may result from the pandemic:circumstances:
• | Retain and |
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• | Pay for performance. A significant portion of the target total direct compensation opportunities of our executive officers should vary with annual and long-term business performance and each individual’s contribution to that performance, while the level of “at-risk” compensation should increase as the scope of the executive officer’s responsibility increases. |
• | Reward long-term growth and profitability. Executive officers should be rewarded for achieving long-term results, and these rewards should be aligned with the interests of our stockholders. |
• | Align compensation with stockholder interests. The interests of our executive officers should be linked with those of our stockholders through the risks and rewards of the ownership of shares of our common stock. |
• | Provide limited personal benefits. Perquisites and other personal benefits for our executive officers should be limited to items that serve a reasonable business purpose. |
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Promote transparency. We seek to establish an efficient, simple, and transparent process for executives in designing our compensation arrangements, setting performance objectives for annual and long-term incentive compensation opportunities, and making compensation decisions. |
We believe that our compensation philosophy, as reinforced by these principles, has been effective in aligninghelping to align our executive compensation program with the creation of sustainable long-term stockholder value.
20202023 Total Direct Compensation Mix
We believe our executive compensation program has been designed to reward strong performance. The program seeks to focus a significant portion of each executive officer’s target total direct compensation opportunity on annual and long-term incentives that depend upon our performance. Each executive officer has been granted a significant stake in Sabre in the form of an equity award to closely link his or her interests to those of our stockholders. These equity awards also seek to focus his or herthe executives’ efforts on the successful execution of our long-term strategic and financial objectives. Information regarding Mr. Ekert’s target total direct compensation mix for 2023 is set forth below.
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In addition, the Compensation Committee believes that Mr. Menke’sEkert’s target incentive compensation for 20202023 was comprised of an appropriate mix of long-term elements (performance-based restricted stock unit awards(PSU and stock options)RSU awards) and short-term elements (an annual cash incentive opportunity)target), consistent with our emphasis on pay-for-performance:
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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.annually. In reviewing our CEO’s compensation each year and considering any potential adjustments, the Compensation Committee exercises its business judgment after taking into consideration several factors, including our financial results, his individual performance and strategic leadership, its understanding of competitive market data and practices, and his current total compensation and pay history.
In addition, the Compensation Committee annually reviews and determines the compensation of our other executive officers, including our other named executive officers, and it also approves the terms of any employment offers for our executive officers. In doing so, the Compensation Committee is responsible for ensuringhelping to ensure that the compensation of our executive officers, including our named executive officers, is consistent with our executive compensation philosophy and objectives.
Role of Executive Officers
The Compensation Committee receives support from our People Department in designing our executive compensation program and analyzing competitive market practices. Our CEO and certain other executive officers regularly participate in portions of Compensation Committee meetings, providing management input on organizational structure, executive development, and financial and governance considerations.
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Our CEO evaluates the performance of each of our other executive officers, including our other named executive officers. Our CEO then reviews each executive officer’s target total direct compensation opportunity and based on his or her target total direct compensation opportunity and his or her performance, proposes compensation adjustments for him or her, subject to review and approval by the
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Compensation Committee. Our CEO presents the details of each executive officer’s target total direct compensation opportunity and performance to the Compensation Committee for its consideration and approval. Our CEO does not participate in the evaluation of his own performance.
In making executive compensation decisions, the Compensation Committee reviews a variety of information for each executive officer, including his or her current total compensation and pay history, his or her equity holdings, individual performance, and competitive market data and practices for comparable positions. Neither our CEO nor our other named executive officers are present when their specific compensation arrangements are approved by the Compensation Committee.
Role of Compensation Consultant
In fulfilling its duties and responsibilities, the Compensation Committee has the authority to engage the services of outside advisers, including compensation consultants. In 2020, theThe Compensation Committee has engaged Compensia, Inc., a nationalKorn Ferry as its compensation consulting firm,consultant to assist it with compensation matters. A representative of CompensiaKorn Ferry attends regularly scheduled meetings of the Compensation Committee, responds to inquiries from members of the Compensation Committee, and provides histheir analysis with respect to these inquiries.
The nature and scope of services provided to the Compensation Committee by CompensiaKorn Ferry in 20202023 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 for non-employee director compensation.
Analyzed various design alternatives for long-term incentive compensation program.
Assessed our executive compensation risk profile and reported on this assessment.
• | Provided input and guidance on the design of our executive compensation program. |
• | 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, promotions, and new hires. |
• | Assessed our executive compensation risk profile and reported on this assessment. |
• | Assisted in the review of our compensation peer group. |
• | Analyzed various design alternatives for the long-term incentive compensation program. |
• | Provided ad hoc advice and support throughout the engagement. |
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 Act Rule 10C-1 and the listing standards of Nasdaq, and has concluded that no conflict of interest exists with respect to the work that Compensia performs for the Compensation Committee.
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Competitive Positioning
At least annually, the Compensation Committee reviews competitive market data for comparable executive positions in the market as one factor for determining the structure of our executive compensation program and establishing target compensation levels for our executive officers, including our named executive officers.
TheIn December 2022, the Compensation Committee, with the assistance of Compensia, reviewed andKorn Ferry, updated ourthe 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 valuebe used as a reference source infor purposes of its deliberations on our 2023 executive compensation deliberations. Thisprogram. As part of this review, the Compensation Committee noted that it had been several years since there were significant changes to the peer group and that the economic landscape for the travel and technology industries had significantly changed. The Compensation Committee further noted that two of the prior peer companies had been acquired and that certain other companies were focused on end consumers or government/defense-related activities or maintained a research/advisory focus.
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To identify replacements for these companies, the Compensation Committee considered companies with the following primary selection criteria: companies (1) with a business-to-business focus, (2) with similar customer bases, (3) that are SaaS-oriented, (4) that are in online distribution, (5) that are cloud-enabled, or (6) with a travel and technology focus. The Compensation Committee considered companies with the foregoing criteria and that have revenues between approximately 0.33x to 3.0x our trailing 12-month revenue. The Compensation Committee noted that the revenue range is wider than the range of 0.5x to 2x of revenue considered in the past when determining the component companies for the compensation peer group; the Compensation Committee believes the wider revenue range is appropriate given the impact of the COVID-19 pandemic on company and peer performance. The Compensation Committee also considered companies with the following secondary selection criteria: companies from which executives may be recruited to or from, companies with a similar customer base, and companies with a national or global footprint.
Based on this review, the Compensation Committee approved a compensation peer group for 2023, which was used by the Compensation Committee as a reference in the course of its executive compensation deliberations, consistedconsisting of the following companies with respect to 2020 executive compensation matters:companies:
Broadridge Financial Solutions, | ||
SS&C Technologies Holdings, Inc. | ||
CSG Systems International, Inc. | TTEC Holdings, Inc. | |
Euronet Worldwide, Inc. | Unisys Corporation | |
FLEETCOR Technologies, Inc. | Verisk Analytics, Inc. | |
Genpact Limited | WEX Inc. | |
NCR Corporation |
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 $2.0 billion to $7.9 billion (or between approximately 0.5x to 2.0x of our preceding four quarters of revenue), and companies with market capitalization of approximately $1.8 billion to $17.9 billion (or between approximately 0.3x to 3.0x our estimated market capitalization). Further, the Compensation Committee considered companies with the following secondary selection criteria: revenue growth over the prior four quarters exceeding 5.0%, positive operating income over the prior four quarters, and are SaaS-based companies.
Competitive comparison data was collected from publicly-available information contained in the SEC filings of the compensation peer group companies, as well as from the Radford Global Technology Survey. The 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 benchmarktarget a specific marketing position for our executive officers’ compensation against this data.compensation. 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 external factors.
In December 2020,2023, the Compensation Committee, with the assistance of Compensia, reviewedKorn Ferry, updated the compensation peer group to be used as a reference for purposes of its deliberations on our 20212024 executive compensation program. Given the fluid circumstances underlying the COVID-19 pandemic and its anticipated unique effect on Sabre and other peer companies,As part of this review, the Compensation Committee determined that any changes toconsidered the primary and secondary selection criteria described above. Based on this review, the Compensation Committee added
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Global Business Travel Group, Inc., resulting in a compensation peer group would not have been appropriate at that time.for 2024 consisting of the following companies:
Bread Financial Holdings, Inc. | NCR Corporation | |
Broadridge Financial Solutions, Inc. | Open Text Corporation | |
CSG Systems International, Inc. | SS&C Technologies Holdings, Inc. | |
Euronet Worldwide, Inc. | TTEC Holdings, Inc. | |
FLEETCOR Technologies, Inc. | Unisys Corporation | |
Genpact Limited | Verisk Analytics, Inc. | |
Global Business Travel Group, Inc. | WEX Inc. |
The Compensation Committee, with the assistance of Compensia,its compensation consultant, reviews the compensation peer group annually.
Compensation-Related Risk Assessment
The Compensation Committee considers potential risks when reviewing and approving the various elements of our executive compensation program, including executive compensation actions taken in response to the effects of the COVID-19 pandemic.program. In evaluating the elements of our executive compensation program, the Compensation Committee assesses each element to help ensure that it does not encourage our executive officers to take excessive or unnecessary risks or to engage in decision-making that promotes short-term results at the expense of our long-term interests. In addition, we have designed our executive compensation program, including our incentive compensation plans, with specific features to address potential risks while rewarding our executive officers for achieving financial and strategic objectives through prudent business judgment and appropriate risk taking. Further, the following policies and practices have been incorporated into our executive compensation program:
• | Balanced Mix of Compensation Components.The target compensation mix for our executive officers is composed of base salary, annual cash incentive compensation, and long-term incentive compensation in the form of equity and cash awards, including performance-based awards, which provides a compensation mix that is not overly weighted toward short-term cash incentives. |
• | Minimum Performance Measure Thresholds. Our annual cash incentive compensation plan, which encourages focus on the achievement of corporate performance objectives for our overall benefit, does not pay out unless pre-established target levels for one or more financial measures are met. |
• | Long-Term Incentive Compensation Vesting. Our long-term |
• | Capped Annual Cash Incentive and |
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Compensation Elements of 2023 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 charttable below provides information on the principal elements of total direct compensation in 2023 and is intended to illustrate our overall objectives relative to our executive compensation program.
Annual cash compensation | Annual incentive | Supports and encourages the achievement of specific annual financial goals, as well as business unit/staff function objectives | ||
Base salary | Provides a consistent and fixed amount of annual cash income | |||
Long-term equity-based compensation |
| Supports achievement of our long-term strategic and financial objectives and creates an incentive to deliver stockholder value
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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 herthe officer’s contribution towards meeting our financial objectives, his or herthe officer’s qualifications, knowledge, experience, tenure, and scope of responsibilities, his or her pastthe officer’s performance as against individual goals, his or herthe officer’s future potential, the recommendations of our CEO (with respect to the other executive officers), competitive market data and practices, our desired compensation position with respect to the competitive market, retention, purposes, internal equity, and external factors.
2020
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2023 Base Salary Decisions
As previously noted, in responseIn April 2023, the Compensation Committee reviewed the base salaries of our executive officers, including our named executive officers and made no adjustments 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.salaries then in effect.
Named Executive Officer | Base Salary | % Increase from Prior | |||||||||||||||||||||||||||
Kurt Ekert | $ | (1) | — | ||||||||||||||||||||||||||
Michael Randolfi | $ | 650,000 |
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Ann Bruder | $ | 600,000 | — | |||||||
Roshan Mendis | $ | 609,590 |
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Shawn Williams | $ | 520,000 | — | |||||||
Sean Menke | $ | 750,000 | — | |||||||
David Moore | $ | 556,832 | — |
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(1) | In connection with his promotion to CEO, Mr. Ekert’s base salary was increased from $750,000 to $900,000. Mr. Ekert did not receive any subsequent adjustment to his base salary in connection with the Compensation Committee’s review of his base salary in April 2023. |
In June 2020, we announced a strategic realignment of our Travel Solutions businessconnection with his transition 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 roleserve solely as PresidentExecutive Chair of the newly realigned business,Board, Mr. Menke’s annual base salary was decreased from $1,000,000 to $750,000, effective April 27, 2023. See “—Information on Employment Agreements and Offer Letters” for additional information.
As noted above, the Compensation Committee considered several factors in reviewing these base salaries, including overseeing all aspectsan assessment of competitive market data and each executive officer’s contributions towards meeting our agency and airline-focused business segments including product management, global product development, sales, and account management, delivery and professional services,financial objectives, as well as strategy. Mr. Jones was designated Executive Vice President and Chief Product Officer, with the responsibilityobjective of overseeing a centralized product management and marketing organization that will help customers maximizemoving certain executives’ base salaries closer to the valuemedian 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 productscompetitive market for customers, embracing a unified approach to all product development efforts, and drivingsimilarly situated executives at the companies in our technology transformation. In connection with the realignment,compensation peer group. Following its review, the Compensation Committee increased Messrs. Shirk’s, Jones’ and Moore’s base salaries,determined that, given the ongoing focus on an annualized basis, from $690,000 to $705,000, from $567,500 to $625,000, and from $460,000 to $530,000, respectively, effective July 6, 2020.cost savings, there would be no merit increases for the named executive officers at that time.
The base salaries paid to our named executive officers during 20202023 are set forth in the “2020“2023 Summary Compensation Table” below.
Annual Incentive Compensation
We use annual incentive compensation to support and encourage the achievement of our specific annual corporate and business segment goals as reflected in our annual operating plan. Each year, our officers at the level of senior vice president or above, which includes our named executive officers, are eligible to receive annual cash incentive payments under our Executive Incentive Program, or EIP.
Typically, at the beginning of the fiscal year the Compensation Committee approves the terms and conditions of the EIP for the year, including the selection of one or more performance measures as the basis for determining the funding of annual cash incentive payments for the year. Subject to available funding, the EIP provides cash incentive payments based upon our achievement as measured against the pre-established target levels for these performance measures.
74 | | | Sabre Corporation 2024 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
Annual Cash Incentive OpportunitiesTarget
For purposes of the 20202023 EIP, the annual cash incentive opportunitytarget for each of our eligible executive officers, including our named executive officers, was expressed as a percentage of his or her base salary during 20202023 and was as follows:
Named Executive Officer
|
Target
| Potential Payout
| ||||||||||||
|
|
|
|
0% to
| ||||||||||
|
| 0% to
| ||||||||||||
| 85%
| 0% to 150% of target
| ||||||||||||
Roshan Mendis
| 85% | 0% to
| ||||||||||||
Shawn Williams | 85% | 0% to 150% of target | ||||||||||||
David Moore
|
| 0% to
| ||||||||||||
|
|
|
(1) |
|
For his service as CEO through April 26, 2023, Mr. Menke’s annual cash incentive target was 150%, with a potential payout of 0% to 150% of target. Effective April 27, 2023, Mr. Menke is no longer entitled to receive an annual cash incentive award for his service solely as Executive Chair of the Board, and his cash incentive target for 2023 was prorated to reflect this change. See “—Information on Employment Agreements and Offer Letters” for additional information.
|
The annual cash incentive opportunitiestargets 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 herthe executive officer’s qualifications, knowledge, experience, tenure, and scope of responsibilities, his or herthe executive officer’s past performance as against individual goals, his or herthe executive officer’s future potential, the recommendations of our CEO (with respect to the other executive officers), competitive market data and practices, our desired compensation position with respect to the competitive market, internal equity, and external factors.
Corporate Performance Measures and Weights
As noted above, theThe Compensation Committee initially approved the following 2023 EIP performance metricsmeasures 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).our named executive officers:
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 Adjusted EPS for 2020 dropped 415%.
Named Executive Officer | Weighting | Performance Measures | ||||||||
CEO and CFO | 100% | 2023 Adjusted EBITDA | ||||||||
+/- 10% Free Cash Flow modifier(1) | ||||||||||
All other named executive officers | 70% | 2023 Adjusted EBITDA | ||||||||
+/- 10% Free Cash Flow modifier(1) | ||||||||||
30% | 2023 business unit/staff function objectives |
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.
(1) | Total funding is capped at 150% regardless of the application of the Free Cash Flow modifier. |
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COMPENSATION DISCUSSION AND ANALYSIS |
The Compensation Committee selected this objective metric early in 2020,Adjusted EBITDA because it believes it is an important indicator of our overall operating performance, and it selected Free Cash as a performance modifier, given ourthe focus of stockholders on controlling costs and its importance in stabilizing our business andgrowth of our cash position,position. For our 2023 EIP, Adjusted EBITDA was defined as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, net, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining provision (benefit) for income taxes. For our 2023 EIP, Free Cash Flow was defined as cash provided by (used in) operating activities reduced by cash used in additions to property and equipment. 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 enhancingto encourage them to make decisions that improve the profitability ofpotential for future growth without being penalized for the short-term investment required to achieve that growth. For 2023, the Compensation Committee excluded from Free Cash Flow cash paid for restructuring costs related to our cost structure after recovery fromreduction program that we began implementing in the pandemic, rather than choosing to exercise discretion regardingsecond quarter of 2023, as well as the payoutimpact of the annual cash incentive at the endbenefit of the performance period.capitalized interest under our Senior Secured Term Loan Due 2028. The Compensation Committee also cappedexcluded the payout potential at 50%restructuring costs because it believes that the cost reductions were an important action to help realign our cost base to drive future growth in a sustainable manner, and it excluded the effect of the original target annual cash incentive opportunity. capitalized interest to Free Cash Flow to neutralize its benefit for calculating the 2023 EIP.
The Compensation Committee also provided that any payments underfollowing tables illustrate information regarding the annual cash incentive plan for 2020 would be made2023 EIP Adjusted EBITDA performance measure and the Free Cash Flow modifier, calculated as described above (amounts in December 2020.millions).
Performance Metric
|
Threshold Goal
|
Target Goal
|
Maximum Goal
|
Result
| ||||||||||||||||
2023 Adjusted EBITDA(1) | $ | 300 | $ | 335 | $ | 400 | $ | 337 | ||||||||||||
Performance Metric
|
-10% Payout
|
No Payout
|
+10% Modification
|
Result
| ||||||||||||||||
2023 Free Cash Flow(1) | <$0 | $0 to $50 | >$50 | $ | 2 |
(1) | See Appendix D for additional information on Adjusted EBITDA and Free Cash Flow, including a non-GAAP to GAAP reconciliation |
In December 2020,February 2024, the Compensation Committee determined that we achieved 102.3% of our 2023 Adjusted EBIDTA target, with no payout modification due to Free Cash Flow.
As noted above, for executive officers other than the expense reductionsCEO and CFO, 30% of the 2023 EIP consisted of metrics based on business unit or staff performance. For Ms. Bruder and Messrs. Mendis and Williams, information on these objectives 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 cash2023 is set forth below:
• | Ann Bruder (Legal Team): Included objectives related to onboarding and retaining talent, identifying efficiencies and continuing a focus on regulatory and governance matters. |
• | Roshan Mendis (Travel Solutions Commercial Team): Included objectives related to improving margin levels, expanding new business, retaining clients, improving pipeline coverage, increasing attachment levels, increasing revenues, and achieving customer satisfaction goals. |
• | Shawn Williams (People Team): Included driving business and organization change, modernizing people technology and processes, and continuing to strengthen Sabre’s culture and engagement. |
| | Sabre Corporation |
COMPENSATION DISCUSSION AND ANALYSIS
|
incentive paymentsBased on a review of the objectives, each of the Legal Team, Travel Solutions Commercial Team and the People Team met or substantially met the objectives, resulting in a 100% payout related to this portion of the 2023 EIP for Ms. Bruder and Messrs. Mendis and Williams.
Based on this review, the Compensation Committee determined that formulaic performance under the revised 20202023 EIP would have resulted in a payout equal to 102.3% for ourthe CEO and CFO and 101.6% for Ms. Bruder and Messrs. Mendis and Williams; however, the Compensation Committee took into account Sabre’s business performance in 2023 and reduced the 2023 EIP payout to 100%. After considering this set payout and the named executive officers atofficers’ performance for their respective overall business unit/staff function objectives, the 50% payout levelCompensation Committee approved annual cash incentive payouts as follows:
Named Executive Officer
|
2020
|
2020 Actual
|
2020 Actual Cash
| ||||||||||||
Sean Menke
|
$
|
1,462,500
|
|
$
|
731,251
|
|
|
50
|
%
| ||||||
Douglas Barnett
| $
| 705,000
|
| $
| 352,500
|
|
| 50
| %
| ||||||
Wade Jones
| $
| 506,950
|
| $
| 253,475
|
|
| 50
| %
| ||||||
David Moore
| $
| 392,260
|
| $
| 196,130
|
|
| 50
| %
| ||||||
David Shirk | $ | 683,216 | $ | 341,608 | 50 | % |
Named Executive Officer(1)
|
2023
|
2023
|
2023 Cash
| |||||||||
Kurt Ekert
| $
| 1,126,808
|
| $
| 1,126,808
|
| 100%
| |||||
Michael Randolfi
| $
| 585,000
|
| $
| 585,000
|
| 100%
| |||||
Shawn Williams
| $
| 442,000
|
| $
| 442,000
|
| 100%
| |||||
Ann Bruder
| $
| 342,329
|
| $
| 342,329
|
| 100%
| |||||
Roshan Mendis
| $
| 517,421
|
| $
| 517,421
|
| 100%
| |||||
Sean Menke
| $
| 476,712
|
| $
| 476,712
|
| 100%
| |||||
David Moore
| $
| 473,307
|
|
| —
|
| —
|
(1) |
|
The Compensation Committee also approved an additional cash payment to Mr. Randolfi in the amount of 25% of his 2023 EIP, or $146,250, in recognition of his significant actions regarding our capital structure, including accomplishing key refinancings of our outstanding debt in 2023. In addition, the Compensation Committee also approved an additional cash payment to Mr. Williams in the amount of 10% of his 2023 EIP, or $44,200, in recognition of his significant contributions related to the implementation of our cost restructuring program that began in the second quarter of 2023.
The cash incentives actually paid to our named executive officers for 20202023 are set forthincluded in the “2020“2023 Summary Compensation Table” below.
Long-Term Incentive Compensation
We have used long-term incentive compensation in the form of equity awards as the principal element of our executive compensation program to help align the financial interests of our executive officers, including our named executive officers, with those of our stockholders. We also have sought to retain top executive talent and drive long-term stockholder value creation through the use of equity-based long-term incentive compensation.
In determining the value of the long-term incentive compensation opportunities for our executive officers, including our named executive officers, the Compensation Committee considers several factors, including our financial performance, the executive officer’s contribution towards meeting our financial objectives,
Sabre Corporation 2024 Proxy Statement | | | 77 |
COMPENSATION DISCUSSION AND ANALYSIS |
his or her qualifications, knowledge, experience, tenure, and scope of responsibilities, his or her past performance as against individual goals, his or her future potential, the recommendation of our CEO (with respect to our other executive officers), his or her current equity position (including the value of any unvested equity awards), competitive market data and practices, our desired compensation position with respect to the competitive market, internal equity, and external factors.
The Compensation Committee has made annual long-term incentive compensation awards to our executive officers, including our named executive officers, using a “portfolio” mix of time-based and 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.
20202023 Equity Awards
The 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
|
officers, which were granted on March 13, 2020.May 15, 2023. For 2020,2023, 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 for each of the named executive officers, other than Mr. Menke, was then divided into two separate grants consisting of a performance-based restricted stock unitPSU award and a time-based stock optionRSU award for an equal number of shares of our common stock.
In lightThe following annual equity awards were granted in May 2023:
Named Executive Officer | 2023 Total Equity Award Value | 2023 Amount of PSU Award | 2023 Amount of Award | ||||||||||||
Kurt Ekert
| $
| 5,500,000
|
| $
| 2,750,000
|
| $2,750,000
| ||||||||
Michael Randolfi
| $
| 2,000,000
|
| $
| 1,000,000
|
| $1,000,000
| ||||||||
Ann Bruder
| $
| 1,500,000
|
| $
| 750,000
|
| $750,000
| ||||||||
Roshan Mendis
| $
| 1,500,000
|
| $
| 750,000
|
| $750,000
| ||||||||
Shawn Williams
| $
| 1,800,000
|
| $
| 900,000
|
| $900,000
| ||||||||
Sean Menke
| $
| 2,000,000
|
|
| —
|
| $2,000,000
| ||||||||
David Moore(1)
| $
| 1,500,000
|
| $
| 750,000
|
| $750,000
|
(1) | Mr. Moore’s May 2023 award was subsequently forfeited in connection with his departure from Sabre. |
The PSUs granted in May 2023 have the potential to earn up to 200% of the significant reductiontarget number of PSUs based on our actual performance against our Free Cash Flow measured for each of 2023, 2024 and 2025 in our stock price during the onseteach of the COVID-19 pandemic,three years against the CompensationFree Cash Flow metric established for that year. The Committee approvedbelieves that the use ofthree one-year goals help to provide an effective incentive for management in a minimum stock price of $14.00 per share to calculateturnaround situation. As described below, the number of shares issuedFree Cash Flow metrics for grants undereach year were established in May 2023.
The PSUs granted in May 2023 utilize Free Cash Flow as the 2019 Omnibus Plan from March 15, 2020 through July 31, 2020, including in connection with the March 13, 2020 annual grant.performance measure. The Compensation Committee selected Free Cash Flow as a performance measure, given the $14.00 valuation in lightfocus of stockholders on growth of our cash position. The PSUs have a three-year cliff vest, with the potential to earn up to 200% of the significant uncertainlytarget number of PSUs based on our actual performance in each of the three years against the Free Cash Flow metric established for that year. These Free Cash Flow targets for each of the three years were established in May 2023 and based on our stock pricemulti-year outlook. One-third of the grant is at risk each calendar year during thisthe measurement period, and its corresponding effectthe executive officer will bank shares based on our share usage underFree Cash Flow performance for that year. The final aggregate award is subject to a TSR modifier, based on our common stock’s price relative performance to the 2019 Omnibus Plan.S&P Composite 1500 Information Technology index over the three-year measurement period from January 1, 2023 to December 31, 2025, using a 30-trading day average stock price. The use of this $14.00 valuation had the effect of significantly limitingTSR modifier will increase or decrease the number of shares issuedPSUs earned by 10%, subject to executive officers and other participants during this period.
The equity awards made in March 2020 were as follows:
Named Executive Officer
|
2020 Equity Award Value
|
2020 Amount of
|
2020 Number of
| ||||||||||||
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
|
|
2020 Performance-Based Restricted Stock Unit Awards
After carefully considering investor feedback, as well as market compensation factors, the Compensation Committee initially approved the following structure for the performance-based restricted stock unit awards granteda maximum overall payout of 200%. If our common stock’s relative performance compared to our executive officers in March 2020, as follows:
| | Sabre Corporation |
COMPENSATION DISCUSSION AND ANALYSIS
|
|
Subsequentthis index is at or below the 25th percentile, the number of PSUs will be reduced by 10%, and if our common stock’s relative performance is at or above the 75th percentile, the number of PSUs will be increased by 10%; otherwise, there is no adjustment to the Compensation Committee’s approvalnumber of PSUs. These PSUs will vest on May 15, 2026, subject to the named executive officer’s continued employment through this vesting date.
The total number of units eligible to be earned under the PSU awards will range from 0% to 200% of the number of units granted, depending on the degree to which we achieve our Free Cash Flow target for each of 2023, 2024 and 2025, subject to the TSR modifier described above.
For 2023, the minimum, midpoint and maximum Free Cash Flow levels were $(50) million, $14 million and $125 million, respectively. The midpoint of the target payout for these PSU awards was consistent with our multi-year outlook for internal planning purposes for our expected Free Cash Flow for each of 2023, 2024 and 2025.
For these PSU awards, Free Cash Flow is defined as cash provided by (used in) operating activities reduced by cash used in additions to property and equipment. For 2023 (but not for 2024 and 2025), the Compensation Committee excluded from Free Cash Flow cash paid for restructuring costs related to our cost reduction program described above,that we began implementing in the metrics with respect to outstanding performance-based restricted stock unit awards with 2020 performance periods also became almost immediately unattainable for 2020, followingsecond quarter of 2023, as well as the impact of the onset COVID-19 pandemic beginningbenefit of capitalized interest under our Senior Secured Term Loan Due 2028. The Compensation Committee excluded the restructuring costs because it believes that the cost reductions were an important action to help realign our cost base to drive future growth in mid-March 2020. In addition toa sustainable manner, and it excluded the impacts on our revenue and Adjusted EPS described above, the effectseffect of the COVID-19 pandemic resulted in a severe drop in ourcapitalized interest to Free Cash Flow and Adjusted EBITDA. For 2020, ourto neutralize its benefit for calculating the EIP. See Appendix D for additional information on Free Cash Flow, and Adjusted EBITDA were negative in 2020 and dropped 279% and 139%, respectively, comparedincluding a non-GAAP to 2019.
As a result, the Compensation Committee reviewed the metrics with respect to outstanding performance-based restricted stock unit awards with 2020 performance periods, including the applicable performance-based restricted stock unit awards granted in March 2020, in the context of the significant uncertainty related to the subsequent impact of the COVID-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 likely impact of the COVID-19 pandemic environment. In connection with this change, the maximum payout for these outstanding performance-based restricted stock unit awards with respect to the 2020 performance period became the target of 100%, a reduction from the prior maximum payout of 150%.
|
GAAP reconciliation.
In February 2021, the Compensation Committee evaluated our achievements regarding the revised 2020 performance criteria, as follows:
|
|
| ||
| ||||
| ||||
| ||||
| ||||
|
Based on this review,March 2024, the Compensation Committee determined that our Free Cash Flow, calculated for the purpose of the 2023 PSU awards as discussed above, was $2 million, resulting a funding level of 100% with respect to the 2023 tranche of the PSU awards granted in 2023. As of the date of this proxy statement, we expect that the funding level of each of the revised metrics had been achieved. As a result, 100%2024 and 2025 tranches of the units vested with respect to outstanding performance-based restricted stock units with 2020 performance periods.PSU awards granted will be 0%.
2020 Stock Option Awards
The stock options grantedAs noted above, these PSUs will vest on May 15, 2026, subject to the named executive officersofficer’s continued employment through this vesting date, and the final aggregate award is subject to the application of the TSR modifier described above.
Sabre Corporation 2024 Proxy Statement | | | 79 |
COMPENSATION DISCUSSION AND ANALYSIS |
The RSUs granted in March 2020May 2023 vest ratably on an annual basis over three years, with one-third of these optionssubject to the named executive officer’s continued employment through the applicable vesting annually beginning in March 2021.date. The Compensation Committee believes that stock optionsthe RSUs 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.
|
June 2020 Time-Based Restricted Stock Unit Awards
As discussed above, the Compensation Committee noted that,In connection with his transition to serve solely 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 resultExecutive Chair of the COVID-19 pandemic environment. In particular, the Compensation Committee focusedBoard, 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 withMay 15, 2023, Mr. Menke received 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 theone-time equity awards granted under our total direct compensation program.
In determining the numberaward of time-based restricted stock units awarded,with an aggregate grant date value of $2,000,000. The award will vest in two approximately equal annual installments on the first two anniversary dates of the grant date, subject to certain conditions. In determining the value of this award, the Compensation Committee considered employee tenure, position, and total previously awarded equity value. The equity awards grantedmarket data related to the named executive officers in June 15, 2020 wereposition, as follows:
|
| ||||
| |||||
| |||||
| |||||
| |||||
|
|
Fifty percent of these awards vestwell as Mr. Menke’s prior and expected future contributions to Sabre. Other than this award, he will not be entitled to receive any future grants pursuant to Sabre’s long-term incentive plan or program. See “—Information on each of June 15, 2021Employment Agreements and June 15, 2022, subject to continued service through such dates.Offer Letters” for additional information.
For additional information on these equity awards, see the “2020“2023 Summary Compensation Table” and the “2020“2023 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
|
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
| ||||
Sean Menke(1) | $ | 0 | |||
Douglas Barnett | $ | 2,000,000 | |||
Wade Jones | $ | 1,000,000 | |||
David Moore | $ | 1,000,000 | |||
David Shirk | $ | 2,000,000 |
|
Health, Welfare, and Other Employee Benefits
We have established a defined contribution or “401(k)” retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. We currently match contributions made to the plan by our employees, including our executive officers, up to 6% of their eligible compensation. We intend for the plan to qualify under Section 401(a) of the Code so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan.
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 our full-time employees. These benefits include medical, dental, and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage.
We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.
Perquisites and Other Personal Benefits
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we provide perquisites and other personal benefits to our executive officers in limited situations where we believe it is appropriate to assist an individual in the
|
performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. For example, each of our executive officers is eligible to receive financial planning benefits, subject to an annual allowance of up to $5,000$13,000 per year. In addition, our executive officers are eligible to participate in ouryear, which can be applied towards items such as financial planning benefits, an annual physical program. This program, provides for an annual executive physical examinationtax advice and preparation, and legal advice. We also provide relocation assistance and reimbursement of certain commuting expenses, as applicable. Mr. Mendis also receives a car allowance, consistent with other senior employees located in an amount of upthe United Kingdom, as well as additional tax assistance under our program made available to $5,000.our expatriate employees. The Compensation Committee believes that these personal benefits are a reasonable component of our overall executive compensation program and are consistent with market practices.
80 | | | Sabre Corporation 2024 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
In the future, we may provide perquisites or other personal benefits in limited circumstances. All futureFuture 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.
20212024 Executive Compensation Program
The COVID-19 pandemic has continued to significantly impactIn connection with stockholder feedback received in connection with our fall 2023 outreach program discussed above, as well as the travel industry in 2021 and, correspondingly,results of 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 light2023 say-on-pay vote result, we believe stockholders were supportive of this ongoing impact and uncertainty, the Compensation Committee sought to implement a 2021our 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.design. As a result, in the first quarter of 2021,2024, the Compensation Committee took certain actions with respect to the compensation of our named executive officers, including the following:
• | Annual cash incentive framework. For our executive officers, including our CEO and CFO, the |
• | Long-term incentive awards. |
• | PSUs. The design of the PSUs approved in March 2024 utilizes Free Cash Flow as the performance measure. The PSUs will be subject to a three-year cliff vest, with the potential to earn up to 200% of the target number of PSUs based on our actual performance in each of the three years against the Free Cash Flow metric established for that year. These Free Cash Flow metrics for each year were established in March 2024. One-third of the grant is at risk each calendar year during the measurement period, and |
• | RSUs. The design of the RSUs approved in March 2024 provides that the RSUs will vest |
|
|
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.
Employment Agreements and Offer Letters
We have entered into a written employment agreement or offer letter with each of our named executive officers. We believe that these agreements and letters were necessary to induce these individuals to forego other employment opportunities or leave their current employer for the uncertainty of a demanding position in a new and unfamiliar organization.
In filling these executive positions, the Compensation Committee was aware that it would be necessary to recruit candidates with the requisite experience and skills to manage a growing business in a dynamic and ever-changing industry. Accordingly, it recognized that it would need to develop competitive compensation packages to attract qualified candidates in a highly-competitive labor market. At the same
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COMPENSATION DISCUSSION AND ANALYSIS |
time, the Compensation Committee was sensitive to the need to integrate new executive officers into the executive compensation structure that it was seeking to develop, balancing both competitive and internal equity considerations.
For additional information on the employment agreements and offer letters of our named executive officers, see “—Information on Employment Agreements and Offer Letters” below.
We have adopted the Sabre Corporation Executive Severance Plan (the “Executive Severance Plan”) for key executives of Sabre. Under the Executive Severance Plan, participants are eligible to receive certain payments and benefits in the event of a termination of their employment by Sabre without “cause” or a termination of employment by the participant for “good reason,” as well as upon “disability” (as each of these terms is defined in the Executive Severance Plan) and death. The Executive Severance Plan is designed to provide post-employment compensation payments and benefits that approximate the termination benefits that executive officers with employment agreements were entitled to receive under their respective agreements.
We provide these arrangements under the Executive Severance Plan to encourage our named executive officers to work at a dynamic and growing business where their long-term compensation largely depends on future stock price appreciation. Specifically, the arrangements are intended to mitigate a potential disincentive for our named executive officers when they are evaluating a potential acquisition of Sabre, particularly when their services may not be required by the acquiring entity. In such a situation, we believe that these arrangements are necessary to encourage retention of our named executive officers through the conclusion of the transaction, and to ensure a smooth management transition. We believe that the
|
level of benefits provided under these various agreements is consistent with market practice and help us to attract and retain key talent. For additional information, see “—Potential Payments upon Termination or Change in Control” below.
Change-in control payments and benefits for our named executive officers are based on a “double-trigger” arrangement (that is, they require both a change in control of Sabre plus a qualifying termination of employment before payments and benefits are paid).
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COMPENSATION DISCUSSION AND ANALYSIS |
Other Compensation Policies and Programs
Stock Ownership PolicyGuidelines for Executive Officers and Directors and Stock Retention Requirement
We have historically maintainedmaintain a stock ownership policy for our executive officers and the non-employee members of our Board of Directors. Under this policy, the individuals who have been designated as an executive officer or Senior Vice President are required to own that number of shares of our common stock with a value equal to a specified multiple of their annual base salary divided by the closing price of our common stock on June 1(or if that day is not a business day, the applicable measurement date.first business day immediately preceding that date). The guideline levels may be recalculated as of such other dates as may be requested from time to time by the Compensation Committee, the CEO, or the Chief People Officer. As adopted, these stock ownership guidelines represented as base salary multiples are as follows:
Position
|
Market Value of Stock That Must be Owned
| |
Executive Chair of the Board | 5x | |
Chief Executive Officer | ||
Executive Vice Presidents | ||
Senior Vice Presidents |
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 has historically been required to hold 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 the non-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 dateJune 1(or if that day is not a business day, the tradingfirst business day immediately preceding April 1stthat date).
Shares of each year. Givenour common stock that count towards satisfaction of the significant uncertaintyguidelines include shares beneficially owned by the individual or immediate family members, including shares held in retirement or deferral accounts; shares held in trust for the benefit of the individual or immediate family members; vested and unvested shares of restricted stock; vested deferred stock units, restricted stock units or performance share units that may only be settled in shares of stock; unvested shares of deferred stock units and restricted stock units that may only be settled in shares of stock; and shares acquired as a result of the exercise of vested options. Unvested shares of performance share units and unexercised stock options (whether vested or unvested) do not count towards satisfaction of the guidelines.
Once an individual has satisfied his or her applicable guideline level, the number of shares needed to satisfy the guideline level for all future calculations for that individual is fixed as of that measurement date and does not change as a result of subsequent fluctuations in the global travel industry in connectionmarket price of our common stock, unless that individual’s ownership level falls below that amount.
In addition, until such time as an individual has met his or her specified ownership level as described above, he or she is required to retain an amount equal to 50% of the net shares of our common stock (i.e., shares remaining after the payment of the exercise price or the tax withholding obligations with respect to an equity award) received as the COVID-19 pandemicresult of the exercise, vesting, or payment of any equity awards granted to him or her.
Our executive officers and the significant volatility innon-employee members of our stock price, the Compensation Committee did not measureBoard of Directors are required to meet these ownership levels in 2020 and suspended the 50% holding requirement through July 2021. The Compensation Committee willrequirements within five years of becoming an executive officer
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COMPENSATION DISCUSSION AND ANALYSIS
|
continueor non-employee member of our Board of Directors, as applicable. These individuals are expected to monitor economic conditions and our financial results and intendscontinuously own sufficient shares to measure ownership levels insatisfy the future, with any adjustmentsapplicable guideline once attained for as long as they remain subject to the policy deemed appropriateguidelines.
As of the most recent measurement date, June 1, 2023, each of our executive officers and the non-employee members of our Board of Directors has met their stock ownership requirement or is on track to attain his or her share target by the applicable required date. The Compensation Committee.Committee believes that this stock ownership aligns the financial interests of our executive officers with those of our stockholders.
Compensation Recovery Policy
The Compensation Committee has adopted an executive compensation recovery policy (often referred to as a “clawback” policy). that is consistent with Nasdaq’s listing standards adopted in connection with the SEC’s final rules related to the clawback requirement of Section 954 of the Dodd-Frank Act. 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 underas specified in the federal securities laws.policy. The policy applies to any current or former Section 16 officer during a three-year look-back period. We will further review this policy once the SEC adopts final rules implementing the requirement of Section 954 of the Dodd-Frank Act.
Derivatives Trading and Hedging and Pledging Policies
We have adopted a general Insider Trading Policy thatwhich provides that employees thatwho are recipients of equity grants, as well as individuals thatwho have been designated as insiders, including executive officers and members of our Board of Directors, may not enter into hedging or monetization transactions, including zero-cost collars, equity swaps, exchange fund and forward sale contracts. Similarly, our Insider Trading Policy generally prohibits these individuals from pledging any of their shares of our common stock as collateral for a loan or other financial arrangement.
Equity Award Grant Policy
We maintain a formal policy for the timing of equity awards. The policy providesprovided 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. On March 2, 2023, the Compensation Committee revised the policy to provide that these annual grants will be granted on the 15th day of the fifth month of our fiscal year or if such day is not a business day, the first business day immediately preceding such day. The Compensation Committee approved this change to align our annual grants to occur following our annual meeting. In addition to our annual grant pool, we may grant equity awards to our named executive officers at other times during the year in recognition of special events, such as promotions, or for retention or other business purposes. Under our equity grant policy, all awards to our executive officers must be granted by the Compensation Committee. Annual awards to non-employee directors are granted on the date of the annual meeting. Awards to newly elected non-employee directors will be granted on the effective date of the meetingelection of our Board of Directors at which the new director is elected.director. If the specified grant date falls on a non-business day, the grant date will be the first business day immediately preceding that day. All stock options must be granted at an option price not less than the “fair market value” of a share of our common stock on the grant date.
84 | | | Sabre Corporation 2024 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
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 most highly-compensated executive officers in any taxable year. Prior to January 1, 2018, remuneration in excess of $1 million could in general be deducted if it qualified as “qualified performance-based compensation” within the meaning of the Code. The Tax Cuts and Jobs Act (the “TCJA”) eliminated the “performance-based” exception, beginning January 1, 2018; however, the TCJA provides a transition rule with respect to remuneration that is provided pursuant to a written binding
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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 that our stockholder interests are best served if its discretion and flexibility in structuring compensation programs to attract, motivate, and retain key executives is not restricted, even though such arrangements may result in non-deductible compensation expense. Thus, the Compensation Committee may approve compensation for the named executive officers that does not comply with an exemption from the deduction limit when it believes that such compensation is consistent with the goals of our executive compensation program and is in the best interests of Sabre and our stockholders.
“Golden Parachute” Payments
Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of Sabre that exceeds certain prescribed limits, and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2020,2023, and we have not agreed and are not otherwise obligated to provide any named executive officer with such a “gross-up” or other reimbursement.
Accounting for Stock-Based Compensation
We follow ASC Topic 718 for our stock-based compensation awards, which requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, stock appreciation rights and other awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our employees, including our executive officers, and directors may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an employee or director is required to render service in exchange for the stock option, stock appreciation right, or other award.
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COMPENSATION DISCUSSION AND ANALYSIS
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The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with our management, which has the responsibility for preparing the Compensation Discussion and Analysis. Based upon this review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2020.2023.
COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS
John Siciliano,Scott, Chair
Gary Kusin
Karl Peterson
Zane RoweWendi Sturgis
| | Sabre Corporation |
EXECUTIVE COMPENSATION
|
20202023 Summary Compensation Table
The following table sets forth the compensation paid to, received by, or earned during fiscal years 2020, 20192023, 2022, and 20182021 by our named executive officers:
Name and Principal Position | Fiscal Year | Salary ($)(3) | Bonus ($)(4) | Stock Awards ($)(5) | Option ($)(5) |
Non-Equity ($)(6) | All Other ($)(7) | Total ($) | ||||||||||||||||||||||||||||||||
Sean Menke |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
President and CEO |
|
2020 |
|
$ |
937,500 |
|
|
— |
|
$ |
8,416,937 |
|
$ |
449,849 |
|
$ |
731,251 |
|
$ |
27,523 |
|
$ |
10,563,060 |
| ||||||||||||||||
|
2019 |
|
$ |
966,346 |
|
|
— |
|
$ |
5,770,265 |
|
$ |
1,229,729 |
|
$ |
797,594 |
|
$ |
21,155 |
|
$ |
8,785,089 |
| |||||||||||||||||
|
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 |
|
2020 |
|
$ |
688,731 |
|
|
— |
|
$ |
2,166,466 |
|
$ |
96,396 |
|
$ |
352,500 |
|
$ |
10,513 |
|
$ |
3,314,606 |
| ||||||||||||||||
|
2019 |
|
$ |
699,808 |
|
|
— |
|
$ |
2,060,809 |
|
$ |
439,189 |
|
$ |
385,037 |
|
$ |
22,196 |
|
$ |
3,607,039 |
| |||||||||||||||||
|
2018 |
|
$ |
291,923 |
|
$ |
500,000 |
|
$ |
3,629,255 |
|
$ |
620,739 |
|
$ |
291,923 |
|
$ |
13,591 |
|
$ |
5,347,431 |
| |||||||||||||||||
Wade Jones(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
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 |
|
2020 |
|
$ |
681,577 |
|
|
— |
|
$ |
3,114,825 |
|
$ |
128,528 |
|
$ |
341,608 |
|
$ |
18,707 |
|
$ |
4,285,245 |
| ||||||||||||||||
|
2019 |
|
$ |
684,808 |
|
|
— |
|
$ |
2,060,809 |
|
$ |
439,189 |
|
$ |
357,948 |
|
$ |
25,843 |
|
$ |
3,568,597 |
| |||||||||||||||||
|
2018 |
|
$ |
637,039 |
|
|
— |
|
$ |
3,330,470 |
|
$ |
669,535 |
|
$ |
569,768 |
|
$ |
29,782 |
|
$ |
5,236,594 |
|
Name and Principal Position(1) | Fiscal Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | ||||||||||||||||||||||||||||
Kurt Ekert | |||||||||||||||||||||||||||||||||||
Chief Executive Officer and President | 2023 | $ | 852,116 | — | $ | 6,329,742 | $ | 1,126,808 | $ | 172,024 | $ | 8,480,690 | |||||||||||||||||||||||
2022 | $ | 750,000 | — | $ | 4,101,674 | $ | 932,363 | $ | 156,482 | $ | 5,940,519 | ||||||||||||||||||||||||
Michael Randolfi | |||||||||||||||||||||||||||||||||||
Executive Vice President and Chief Financial Officer | 2023 | $ | 650,000 | $ | 146,250 | $ | 2,301,722 | $ | 585,000 | $ | 77,925 | $ | 3,760,897 | ||||||||||||||||||||||
2022 | $ | 237,500 | $ | 250,000 | $ | 1,540,389 | $ | 211,562 | $ | 85,812 | $ | 2,325,263 | |||||||||||||||||||||||
Ann Bruder | |||||||||||||||||||||||||||||||||||
Executive Vice President and Chief Legal Officer | 2023 | $ | 403,846 | $ | 500,000 | $ | 1,726,291 | $ | 342,329 | $ | 22,210 | $ | 2,994,676 | ||||||||||||||||||||||
Roshan Mendis | |||||||||||||||||||||||||||||||||||
Executive Vice President and Chief Commercial Officer, Travel Solutions | 2023 | $ | 609,591 | — | $ | 1,726,291 | $ | 517,421 | $ | 143,395 | $ | 2,996,698 | |||||||||||||||||||||||
2022 | $ | 547,628 | $ | 1,499,991 | $ | 467,760 | $ | 73,282 | $ | 2,588,661 | |||||||||||||||||||||||||
2021 | $ | 509,375 | $ | 1,727,563 | $ | 389,705 | $ | 1,779,754 | $ | 4,406,397 | |||||||||||||||||||||||||
Shawn Williams | |||||||||||||||||||||||||||||||||||
Executive Vice President and Chief People Officer | 2023 | $ | 520,000 | $ | 44,200 | $ | 2,071,554 | $ | 442,000 | $ | 35,373 | $ | 3,113,127 | ||||||||||||||||||||||
Sean Menke | |||||||||||||||||||||||||||||||||||
Executive Chair of the Board and Former Chief Executive Officer | 2023 | $ | 829,808 | — | $ | 2,000,000 | $ | 476,712 | $ | 40,755 | $ | 3,347,275 | |||||||||||||||||||||||
2022 | $ | 1,000,000 | — | $ | 7,237,236 | $ | 1,500,000 | $ | 34,098 | $ | 9,771,334 | ||||||||||||||||||||||||
2021 | $ | 993,750 | — | $ | 17,463,960 | $ | 1,341,678 | $ | 23,614 | $ | 19,823,002 | ||||||||||||||||||||||||
David Moore | |||||||||||||||||||||||||||||||||||
Former Executive Vice President and Chief Technology Officer | 2023 | $ | 278,416 | — | $ | 1,726,291 | — | $ | 1,630,986 | $ | 3,635,693 | ||||||||||||||||||||||||
2022 | $ | 553,436 | — | $ | 1,550,825 | $ | 470,365 | $ | 23,377 | $ | 2,598,003 |
(1) | Mr. |
(2) |
|
(3) |
|
|
The amounts reported in the “Stock Awards” |
Sabre Corporation | | | 87 |
EXECUTIVE COMPENSATION
|
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 |
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 Services |
Section | Tax Gross-Up(c) | Other(d) | Total | Year | Group Term Life Insurance Premiums | Executive Physical Examination | Planning Services | Relocation Assistance | Section 401(k) Plan Matching Contribution | Tax Gross-Up(a) | Severance(b) | Other(c) | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kurt Ekert | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sean Menke | 2020 | $ | 983 | $ | 2,875 | $ | 10,000 | (a) | $ | 13,500 | $ | 65 | $ | 100 | $ | 27,523 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Randolfi | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ann Bruder | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Roshan Mendis | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | $ | 958 | $ | 3,697 | — | $ | 16,500 | — | — | $ | 21,155 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | $ | 932 | — | $ | 5,000 | $ | 8,250 | — | — | $ | 14,182 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Douglas Barnett | 2020 | $ | 711 | — | — | $ | 9,762 | $ | 10 | $ | 30 | $ | 10,513 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | $ | 696 | $ | 5,000 | — | $ | 16,500 | — | — | $ | 22,196 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | $ | 696 | — | — | — | $ | 3,074 | $ | 9,821 | $ | 13,591 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Wade Jones | 2020 | $ | 572 | — | — | $ | 7,876 | — | — | $ | 8,448 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | $ | 554 | — | — | $ | 16,500 | — | — | $ | 17,054 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shawn Williams | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sean Menke | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | $ | 504 | — | — | $ | 16,500 | — | — | $ | 17,004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Moore | 2020 | $ | 464 | — | — | $ | 6,369 | $ | 10 | $ | 30 | $ | 6,873 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Shirk | 2020 | $ | 696 | $ | 3,408 | $ | 5,000 | $ | 9,554 | $ | 19 | $ | 30 | $ | 18,707 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | $ | 680 | $ | 2,963 | $ | 5,000 | $ | 16,500 | — | $ | 700 | $ | 25,843 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | $ | 605 | $ | 3,127 | $ | 8,850 | (b) | $ | 16,500 | — | $ | 700 | $ | 29,782 |
(a) |
|
(b) | Represents |
(c) | For |
| | Sabre Corporation |
EXECUTIVE COMPENSATION
|
20202023 Grants of Plan-Based Awards Table
The following table sets forth, for each of our named executive officers, the plan-based awards granted during 2020.2023.
Name
| Grant
| Grant
| Approval
| Estimated
| Estimated Non-
| Estimated
| Estimated
| All Other
| Exercise
| Grant
| Grant Type | Grant Date | Approval Date(1) | Estimated ($) | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (Maximum) ($) | Estimated (#) | Estimated Future Payouts Under Equity Incentive Plan Awards (Maximum) (#) | Grant Date Fair Value of Stock Awards ($)(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sean Menke
|
Annual cash incentive(2)
|
$
|
1,462,500
|
|
$ |
2,925,000 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kurt Ekert | Annual cash incentive(2) | $ | 1,126,808 | $ | 1,690,212 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option(3)
|
|
03/13/2020
|
|
|
03/06/2020
|
|
|
420,420
|
|
|
$8.33
|
|
$
|
449,849
|
| Performance-based RSU(3) | 05/15/2023 | 02/23/2023 | 790,230 | 1,580,460 | $ | 3,579,742 | ||||||||||||||||||||||||||||||||||||||||||||||||
Performance- based RSU(4)
|
|
03/13/2020
|
|
|
03/06/2020
|
|
|
420,420
|
|
|
630,630
|
|
$
|
3,502,099
|
| Time-based RSU(5) | 05/15/2023 | 02/23/2023 | 790,230 | 790,230 | $ | 2,750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Time-based RSU(7)
|
|
06/15/2020
|
|
|
05/21/2020
|
|
|
579,580
|
|
|
579,580
|
|
$
|
4,914,838
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Douglas Barnett
|
Annual cash incentive(2)
|
$
|
705,000
|
|
$
|
1,410,000
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Randolfi | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option(3)
|
|
03/13/2020
|
|
|
03/06/2020
|
|
|
90,090
|
|
|
$8.33
|
|
$
|
96,396
|
| Performance-based RSU(3) | 05/15/2023 | 04/26/2023 | 287,356 | 574,712 | $ | 1,301,723 | ||||||||||||||||||||||||||||||||||||||||||||||||
Performance- based RSU(4)
|
|
03/13/2020
|
|
|
03/06/2020
|
|
|
90,090
|
|
|
135,135
|
|
$
|
750,450
|
| Time-based RSU(5) | 05/15/2023 | 04/26/2023 | 287,356 | 287,356 | $ | 999,999 | ||||||||||||||||||||||||||||||||||||||||||||||||
Ann Bruder | Annual cash incentive(2) | $ | 342,329 | $ | 513,493 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term performance- based cash incentive(6)
|
|
06/15/2020
|
|
|
05/21/2020
|
|
$
|
2,000,000
|
|
$
|
2,000,000
|
| Performance-based RSU(3) | 05/15/2023 | 03/02/2023 | 215,517 | 431,034 | $ | 976,292 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Time-based RSU(7)
|
|
166,983
|
|
|
166,983
|
|
$
|
1,416,016
|
| Time-based RSU(5) | 05/15/2023 | 03/02/2023 | 215,517 | 215,517 | $ | 749,999 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Wade Jones
|
Annual cash incentive(2)
|
$
|
506,950
|
|
$
|
1,013,900
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Roshan Mendis | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option(3)
|
|
03/13/2020
|
|
|
03/06/2020
|
|
|
60,060
|
|
|
$8.33
|
|
$
|
64,264
|
| Performance-based RSU(3) | 05/15/2023 | 03/02/2023 | 215,517 | 431,034 | $ | 976,292 | ||||||||||||||||||||||||||||||||||||||||||||||||
Performance- based RSU(4)
|
|
03/13/2020
|
|
|
03/06/2020
|
|
|
60,060
|
|
|
90,090
|
|
$
|
500,300
|
| Time-based RSU(5) | 05/15/2023 | 03/02/2023 | 215,517 | 215,517 | $ | 749,999 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shawn Williams | Annual cash incentive(2) | $ | 442,000 | $ | 663,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term performance- based cash incentive(6)
|
|
06/15/2020
|
|
|
05/21/2020
|
|
$
|
1,000,000
|
|
$
|
1,000,000
|
| Performance-based RSU(3) | 05/15/2023 | 03/02/2023 | 258,621 | 517,242 | $ | 1,171,553 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Time-based RSU(5) | 05/15/2023 | 03/02/2023 | 258,621 | 258,621 | $ | 900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sean Menke | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Time-based RSU(7)
|
|
161,637
|
|
|
161,637
|
|
$
|
1,370,682
|
| Time-based RSU(6) | 05/15/2023 | 02/23/2023 | 574,713 | 574,713 | $ | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Moore
|
Annual cash incentive(2)
|
$
|
392,260
|
|
$
|
784,520
|
| Annual cash incentive(2) | $ | 470,334 | $ | 705,501 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option(3)
|
|
03/13/2020
|
|
|
03/06/2020
|
|
|
60,060
|
|
|
$8.33
|
|
$
|
64,264
|
| Performance-based RSU(3) | 05/15/2023 | 03/02/2023 | 215,517 | 431,034 | $ | 976,292 | ||||||||||||||||||||||||||||||||||||||||||||||||
Performance- based RSU(4)
|
|
03/13/2020
|
|
|
03/06/2020
|
|
|
60,060
|
|
|
90,090
|
|
$
|
500,300
|
| Time-based RSU(5) | 05/15/2023 | 03/02/2023 | 215,517 | 215,517 | $ | 749,999 | ||||||||||||||||||||||||||||||||||||||||||||||||
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
|
|
|
Name
| Grant
| Grant
| Approval
| Estimated
| Estimated Non-
| Estimated
| Estimated
| All Other
| Exercise
| Grant
| ||||||||||||||||||||||||||||
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 approval of the reported awards. |
(2) | The amounts reported reflect the target and maximum annual cash incentive |
(3) |
|
Sabre Corporation 2024 Proxy Statement | | | 89 |
EXECUTIVE COMPENSATION |
(4) | These amounts reflect the aggregate grant date fair value of stock awards computed in accordance with ASC Topic 718. Amounts reflect the effect of the Compensation Committee’s approval in December 2023 of the exclusion from the calculation of Free Cash Flow for 2023 (but not for 2024 and 2025) of cash paid for restructuring costs related to our cost reduction program that we began implementing in the second quarter of 2023, as well as the impact of the benefit of capitalized interest under our Senior Secured Term Loan Due 2028. |
(5) | These restricted stock unit awards were granted under |
|
|
|
|
|
20202023 Outstanding Equity Awards at Fiscal Year-End Table
The following table sets forth, for each of our named executive officers, their equity awards outstanding as of December 31, 2020.2023.
Name | Date of Grant of Equity Award | Option Awards— | Option Awards— Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Option | Option Date |
Equity Awards— |
Equity Awards— Market or Unearned Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||
Sean Menke | 03/13/2020 | 0 | 420,420(3) | $ | 8.33 | 03/13/2030 |
|
|
|
|
|
| |||||||||||||||||||||||
| 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 | 03/13/2020 | 0 | 90,090 | (3) | $ | 8.33 | 03/13/2030 |
|
|
|
|
|
| ||||||||||||||||||||||
| 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 |
Name | Date of Grant of Equity Award | Option Awards— | Option Awards— Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Awards— Option Exercise Price ($) | Option Awards— Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) |
Value of or Units of Stock | Equity Incentive Plan Awards— Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards— Market or Payout Value of Unearned Shares, Units, Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||||||||||
Kurt Ekert | 03/15/2022 | 156,413 | (4) | $ | 688,217 | ||||||||||||||||||||||||||||||||||||||||
05/15/2023 | 790,230 | (5) | $ | 3,466,012 | |||||||||||||||||||||||||||||||||||||||||
01/14/2022 | 103,413 | (6) | $ | 455,017 | |||||||||||||||||||||||||||||||||||||||||
03/15/2022 | 104,276 | (6) | $ | 458,814 | |||||||||||||||||||||||||||||||||||||||||
05/15/2023 | 790,230 | (6) | $ | 3,477,012 | |||||||||||||||||||||||||||||||||||||||||
Michael Randolfi | 09/15/2022 | 109,170 | (4) | $ | 480,348 | ||||||||||||||||||||||||||||||||||||||||
05/15/2023 | 287,356 | (5) | $ | 1,264,366 | |||||||||||||||||||||||||||||||||||||||||
09/15/2022 | 72,780 | (6) | $ | 320,232 | |||||||||||||||||||||||||||||||||||||||||
05/15/2023 | 287,356 | (6) | $ | 1,264,366 | |||||||||||||||||||||||||||||||||||||||||
Ann Bruder | 05/15/2023 | 215,517 | (5) | $ | 948,275 | ||||||||||||||||||||||||||||||||||||||||
05/15/2023 | 215,517 | (6) | $ | 948,275 | |||||||||||||||||||||||||||||||||||||||||
Roshan Mendis | 03/13/2015 | 13,626 | — | $ | 22.15 | 3/13/2025 | |||||||||||||||||||||||||||||||||||||||
03/15/2016 | 11,915 | — | $ | 27.79 | 3/15/2026 | ||||||||||||||||||||||||||||||||||||||||
03/15/2017 | 19,350 | — | $ | 22.01 | 3/15/2027 | ||||||||||||||||||||||||||||||||||||||||
03/15/2018 | 22,840 | — | $ | 22.03 | 3/15/2028 | ||||||||||||||||||||||||||||||||||||||||
03/15/2019 | 17,375 | — | $ | 21.35 | 3/15/2029 | ||||||||||||||||||||||||||||||||||||||||
03/13/2020 | 27,027 | — | $ | 8.33 | 3/13/2030 | ||||||||||||||||||||||||||||||||||||||||
06/15/2020 | 48,924 | — | $ | 8.48 | 6/15/2030 | ||||||||||||||||||||||||||||||||||||||||
03/15/2021 | 18,658 | (3) | $ | 82,095 | |||||||||||||||||||||||||||||||||||||||||
03/15/2021 | 55,970 | (3) | $ | 246,268 | |||||||||||||||||||||||||||||||||||||||||
03/15/2022 | 78,206 | (4) | $ | 344,106 |
90 | | | Sabre Corporation 2024 Proxy Statement |
EXECUTIVE COMPENSATION
|
Name | Date of Grant of Equity Award | Option Awards— | Option Awards— Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Option | Option Date |
Equity Awards— |
Equity Awards— Market or Unearned Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||
Wade Jones | 03/13/2020 | 0 | 60,060 | (3) | $ | 8.33 | 03/13/2030 |
|
|
|
|
|
| ||||||||||||||||||||||
| 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 | 03/13/2020 | 0 | 120,120 | (3) | $ | 8.33 | 03/13/2030 |
|
|
|
|
|
| ||||||||||||||||||||||
| 03/15/2019 | 42,229 | (5) | 30,164 | (5) | $ | 21.35 | 03/15/2029 |
|
|
|
|
|
| |||||||||||||||||||||
| 03/15/2018 | 65,426 | (5) | 5,948 | (5) | $ | 22.03 | 03/15/2028 |
|
|
|
|
|
| |||||||||||||||||||||
| 06/15/2017 | 102,544 | (4) | 0 | $ | 22.53 | 06/15/2027 |
|
|
|
|
|
| ||||||||||||||||||||||
| 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 |
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| 30,030 | (7) | $ | 360,961 | ||||||||||||||||||
| 03/15/2019 |
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| 72,394 | (7) | $ | 870,176 | ||||||||||||||||||
| 08/15/2018 |
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| 33,400 | (8) | $ | 401,468 | ||||||||||||||||||
| 03/15/2018 |
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| 47,583 | (7) | $ | 571,948 | ||||||||||||||||||
| 06/15/2020 |
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| 249,319 | (9) | $ | 2,996,814 | ||||||||||||||||||
| 06/15/2017 |
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| 34,182 | (6) | $ | 410,868 | ||||||||||||||||||
David Moore | 03/13/2020 | 0 | 60,060 | (3) | $ | 8.33 | 03/13/2030 |
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| 10/15/2019 | 7,231 | (4) | 21,693 | (4) | $ | 21.45 | 10/15/2029 |
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| 03/15/2019 | 10,135 | (5) | 13,031 | (5) | $ | 21.35 | 03/15/2029 |
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| 03/15/2018 | 15,702 | (5) | 7,138 | (5) | $ | 22.03 | 03/15/2028 |
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| 03/15/2017 | 16,326 | (5) | 1,089 | (5) | $ | 22.01 | 03/15/2027 |
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| 07/15/2016 | 13,120 | (4) | 0 | $ | 28.98 | 07/15/2026 |
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| 03/13/2020 |
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| 30,030 | (7) | $ | 360,961 | ||||||||||||||||||
| 03/13/2020 |
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| 5,006 | (7) | $ | 60,172 | ||||||||||||||||||
| 03/13/2020 |
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| 10,009 | (7) | $ | 120,308 | ||||||||||||||||||
| 03/13/2020 |
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| 15,015 | (7) | $ | 180,480 | ||||||||||||||||||
| 03/15/2019 |
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| 17,375 | (7) | $ | 208,848 | ||||||||||||||||||
| 03/15/2018 |
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| 11,420 | (7) | $ | 137,268 | ||||||||||||||||||
| 03/15/2017 |
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| 4,354 | (7) | $ | 52,335 | ||||||||||||||||||
| 06/15/2020 |
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| 109,138 | (9) | $ | 1,311,839 | ||||||||||||||||||
| 10/15/2019 |
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| 21,693 | (6) | $ | 260,750 | ||||||||||||||||||
| 08/15/2018 |
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| 8,120 | (6) | $ | 97,602 |
Name | Date of Grant of Equity Award | Option Awards— | Option Awards— Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Awards— Option Exercise Price ($) | Option Awards— Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) |
Value of or Units of Stock | Equity Incentive Plan Awards— Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards— Market or Payout Value of Unearned Shares, Units, Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||||||||||
05/15/2023 | 215,517 | (5) | $ | 948,275 | |||||||||||||||||||||||||||||||||||||||||
03/15/2022 | 52,138 | (6) | $ | 229,407 | |||||||||||||||||||||||||||||||||||||||||
05/15/2023 | 215,517 | (6) | $ | 948,275 | |||||||||||||||||||||||||||||||||||||||||
Shawn Williams | 08/14/2020 | 169,062 | — | $ | 8.06 | 8/14/2030 | |||||||||||||||||||||||||||||||||||||||
03/15/2021 | 18,658 | (3) | $ | 82,095 | |||||||||||||||||||||||||||||||||||||||||
03/15/2021 | 55,970 | (3) | $ | 246,268 | |||||||||||||||||||||||||||||||||||||||||
03/15/2022 | 78,206 | (4) | $ | 344,106 | |||||||||||||||||||||||||||||||||||||||||
05/15/2023 | 258,621 | (5) | $ | 1,137,932 | |||||||||||||||||||||||||||||||||||||||||
03/15/2022 | 52,138 | (6) | $ | 229,407 | |||||||||||||||||||||||||||||||||||||||||
05/15/2023 | 258,621 | (6) | $ | 1,137,932 | |||||||||||||||||||||||||||||||||||||||||
Sean Menke | 03/13/2020 | 420,420 | — | $ | 8.33 | 3/13/2030 | |||||||||||||||||||||||||||||||||||||||
03/15/2021 | 87,065 | (3) | $ | 383,086 | |||||||||||||||||||||||||||||||||||||||||
03/15/2021 | 261,194 | (3) | $ | 1,149,254 | |||||||||||||||||||||||||||||||||||||||||
03/15/2022 | 364,964 | (4) | $ | 1,605,842 | |||||||||||||||||||||||||||||||||||||||||
03/15/2021 | 137,792 | (6) | $ | 606,285 | |||||||||||||||||||||||||||||||||||||||||
03/15/2022 | 243,310 | (6) | $ | 1,070,564 | |||||||||||||||||||||||||||||||||||||||||
05/15/2023 | 574,713 | (7) | $ | 2,528,737 |
(1) | Each option to purchase shares of our common stock (i) granted in 2014 through May 2016 was |
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(3) | The PSU awards granted on March 15, 2021 under the 2019 Omnibus Plan to our named executive officers consist of two tranches: one-half of the PSU awards vest in March 2024, and |
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(4) |
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The |
(5) | The |
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(7) | These RSUs vest in two approximately equal annual installments on the first two anniversary dates of the grant date, subject to certain conditions. See “—Information on Employment Agreements and Offer Letters” for additional information. |
2023 Option 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 awardsPSUs and restricted stock unit awardsRSUs during the year ended December 31, 2020.2023. There were no options exercised by the named executive officers during the year ended December 31, 2020.2023. For purposes of the table, the value realized is based upon the fair market value of our common stock on the various vesting dates.
Stock Awards
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Stock Awards
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Name
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Number of
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Value Realized on
| Number of
| Value Realized on
| ||||||||||||||||
Kurt Ekert | ||||||||||||||||||||
Michael Randolfi | ||||||||||||||||||||
Ann Bruder | ||||||||||||||||||||
Roshan Mendis | ||||||||||||||||||||
Shawn Williams | ||||||||||||||||||||
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 |
92 | | | Sabre Corporation 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
2023 Nonqualified Deferred Compensation Table
The following table sets forth information concerning nonqualified deferred compensation activity for our named executive officers during 2023:
Name(1) | Plan | Executive Contributions in 2023 ($)(2) | Aggregate Earnings in 2023 ($) | Aggregate Distributions | Aggregate Balance at December 31, 2023 ($)(3) | |||||||||||||||||
David Moore | Executive Deferred Compensation Plan | $ | 200,751 | $ | (279,768 | ) | — | $ | 958,197 |
(1) | Messrs. Ekert, Randolfi, Mendis, Williams and Menke and Ms. Bruder did not have any amounts deferred under the EDCP (as defined below) in 2023. |
(2) | Based on the closing price of our common stock as of the date of vesting of 49,938 shares deferred by Mr. Moore. The fair value for accounting purposes as of the date of grant of the amount deferred was included in the Stock Awards column of the 2024 Summary Compensation Table. |
(3) | Based on the closing price of our common stock as of December 29, 2023. |
Executive Deferred Compensation Plan
On November 10, 2015, we adopted the Sabre Corporation Executive Deferred Compensation Plan (the “EDCP”), a non-qualified deferred compensation plan that provides senior executives with an opportunity to defer all or a portion of their future restricted stock unit awards. Under the EDCP, senior executives may elect to defer 0%, 25%, 50%, 75% or 100% of the following year’s restricted stock unit award, including performance-based restricted stock units. Each participant will have a notional account established to reflect vesting of restricted stock unit awards and associated notional dividend equivalents. Participants are fully vested in their accounts. Deferrals are distributed in the form of shares of our common stock generally on the earliest of a participant’s termination of employment and the distribution date elected by the participant.
Information on Employment Agreements and Offer Letters
We have entered into employment agreements or offer letters with each of our named executive officers. Typically, the employment agreements provide for employment for a specified period of time (typically, two or three years), subject to automatic renewal for additional one-year terms unless either party provided written notice of non-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 or the Compensation Committee 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 involving non-solicitation of customers, suppliers, and employees, non-competition, and non-disclosure of confidential information and trade secrets.
As described above, Mr. Menke has transitioned his role as CEO to Mr. Ekert. Mr. Menke has agreed to continue in his role as Sabre’s Executive Chair of the Board, and Mr. Ekert retained his title of President. In
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connection with this transition, Mr. Menke and Sabre GLBL Inc. (the “Company”) have agreed to terminate his existing employment agreement effective as of April 27, 2023 and, to help ensure an orderly and efficient transition of his duties, have entered into an employment agreement, dated February 28, 2023 (the “New Agreement”), that was effective as of April 27, 2023 (the “New Agreement Effective Date”). Pursuant to the New Agreement, during the period (the “Executive Transition Period”) effective on the New Agreement Effective Date through May 16, 2025 (the “Termination Date”), Mr. Menke will initially serve as Executive Chair of the Board and then, pursuant to notice as described below, as Special Advisor to the CEO and Board of Directors of Sabre (“Special Advisor”), with such reasonable duties and responsibilities as are assigned to Mr. Menke by both the Board of Directors of Sabre (as Executive Chair of the Board) and the Board of Directors of Sabre and the CEO (as Special Advisor). Under the New Agreement, Mr. Menke may elect to transition from Executive Chair of the Board to Special Advisor upon at least 30 days’ prior written notice to the Company. In addition, upon the approval of at least a majority of the independent members of the Board of Directors, the Company may elect to have Mr. Menke transition from Executive Chair of the Board to Special Advisor upon at least 30 days’ prior written notice to him. Upon the effective date of Mr. Menke’s transition to Special Advisor, Mr. Menke has agreed to retire or resign from the Board of Directors of Sabre. On March 4, 2024, the Board of Directors elected to have Mr. Menke transition to Special Advisor, effective immediately prior to the Annual Meeting, and Mr. Menke has announced his retirement from the Board of Directors, effective immediately prior to the Annual Meeting. Under the New Agreement, Mr. Menke waives any claims for payments under the Executive Severance Plan or any other severance policy or contract term under his prior employment agreement and confirms that as of the New Agreement Effective Date, he is no longer eligible to participate in the Executive Severance Plan or any other severance programs offered by Sabre. During the Executive Transition Period, Mr. Menke’s annual base salary is $750,000 when he is serving as Executive Chair of the Board and will be $25,000 a month when he is serving as Special Advisor, which will continue to be an employee position, with all payments subject to applicable withholdings and deductions. In connection with his continued service as Executive Chair of the Board at the beginning of the Executive Transition Period, Sabre has granted Mr. Menke on May 15, 2023 (the “Grant Date”) a one-time equity award under the 2023 Omnibus Plan with an aggregate grant date value of $2,000,000 (the “Executive Chair Award”), in the form of time-based restricted stock units. The Executive Chair Award vests in two approximately equal annual installments on the first two anniversary dates of the Grant Date, unless Mr. Menke is terminated for Cause (as defined under the Executive Severance Plan). The Executive Chair Award will become fully vested in the event of Mr. Menke’s termination of employment on account of death or in the event of a Change in Control of Sabre. Mr. Menke was eligible to receive a pro-rated annual incentive payment with respect to actual fiscal year 2023 performance, as determined by the Compensation Committee, for his service as CEO under his prior employment agreement. He is not otherwise be eligible to participate in any of Sabre’s or the Company’s bonus or incentive plans during the Executive Transition Period. His outstanding long-term incentive grants will continue to vest during the Executive Transition Period in accordance with their terms, but beginning on the New Agreement Effective Date, except as described above, he is not entitled to receive any future grants pursuant to any long-term incentive plan or program of Sabre or the Company. During the Executive Transition Period, Mr. Menke is eligible to participate in Sabre’s employee benefit plans, policies and other perquisite programs provided to other senior executives of Sabre and that he was eligible to receive under his prior employment agreement. The New Agreement confirms that he is subject to the post-employment obligations of non-competition, non-solicitation and non-disclosure for 24 months, which will begin to run at the commencement of the Executive Transition Period, in exchange for his waiver and release of any claims for payments under the Executive Severance Plan or his prior employment agreement. The Company has agreed that it will not terminate Mr. Menke’s employment during the Executive Transition Period unless
94 | | | Sabre Corporation 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
and only if at least a majority of the independent members of the Board of Directors determine that there is Cause (as defined in the Executive Severance Plan). A termination for Cause would immediately end Mr. Menke’s right to receive payments as outlined under the New Agreement and would end his participation in any Sabre benefit programs.
In connection with his election as CEO and President, Mr. Ekert received an offer letter (the “Offer Letter”), dated February 28, 2023 and that was effective as of April 27, 2023. The Offer Letter provides that, in his role as CEO and President, Mr. Ekert reports directly to the Board of Directors. Under the terms of the Offer Letter, Mr. Ekert’s initial base salary is $900,000 per year. As a participant in Sabre’s annual incentive plan, Mr. Ekert is eligible for an annual bonus payment, with an annual target of 135% of his base salary; provided that in respect of 2023 his annual target was pro-rated such that his former target percentage of his base salary will apply with respect to the first four months of the calendar year, and his new and continuing target percentage applied for the last eight months of the calendar year. He also received an equity award with a grant-date value of up to $5,500,000 that was granted on May 15, 2023. Mr. Ekert continues to receive relocation assistance, and he is eligible to participate in Sabre’s employee benefit plans, policies and other compensation and perquisite programs as may be in effect from time to time. Mr. Ekert continues to be eligible to participate in the Executive Severance Plan as a Level 1 Employee. Mr. Ekert is also subject to the terms of an Executive Confidentiality and Restrictive Covenants Agreement.
In connection with her election as Executive Vice President and Chief Legal Officer, Ms. Bruder received an offer letter, dated March 8, 2023 and that was effective as of May 1, 2023. Under the terms of Ms. Bruder’s offer letter, her initial base salary is $600,000 per year. As a participant in Sabre’s annual incentive plan, Ms. Bruder is eligible for an annual bonus payment, with an annual target of 85% of her base salary, prorated for her initial year. She also received a one-time sign-on bonus of $500,000, which is reimbursable to Sabre on a pro-rata basis, in the event she leaves Sabre within one year of her start date for any reason other than (i) due to a reduction in force, (ii) her death, or (iii) her termination due to disability. Ms. Bruder also received an equity award with a grant-date value of $1,500,000 that was granted on May 15, 2023. She is eligible to participate in Sabre’s employee benefit plans, policies and other compensation and perquisite programs as may be in effect from time to time. Ms. Bruder is eligible to participate in the Executive Severance Plan as a Level 2 Employee. She is also subject to the terms of an Executive Confidentiality and Restrictive Covenants Agreement.
Potential Payments upon Termination or Change in Control
Any 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, 20202023 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
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EXECUTIVE COMPENSATION |
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 on post-employment compensation terms that vary from those provided in these pre-existing arrangements. Finally, in addition to the amounts presented below, each named executive officer would also be able to exercise any previously-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, 2020,2023, see “2020“2023 Outstanding Equity Awards at Fiscal Year-End Table” above.
Along with the payments and benefits described in these named executive officers’ individual post-employment compensation arrangements, these executive officers are eligible to receive any benefits accrued under our broad-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
• |
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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 |
continued medical, dental, and vision insurance coverage for the participant and his or her eligible dependents for the 24-month period (for a Level 1 Employee) or for the 18-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 becomes re-employed and eligible to receive health insurance benefits under another employer-provided plan, the continued insurance coverage will terminate.
• | continued medical, dental, and vision insurance coverage for the participant and his or her eligible dependents for the 24-month period (for a Level 1 Employee) or for the 18-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 becomes re-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.
96 | | | Sabre Corporation 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
Our CEO has been designated as a Level 1 Employee, and each of Sabre’s Executive Vice Presidents hashave been designated as Level 2 Employees under the Executive Severance Plan.
As discussed above, Mr. Menke is eligible for certain severance payments and benefits; see “—Information on Employment Agreements and Offer Letters.”
Equity Awards
Generally, under our 2014 Omnibus Plan, our 2016 Omnibus Plan, our 2019 Omnibus Plan, our 2021 Omnibus Plan, and our 20192023 Omnibus Plan, in the event of a termination of employment:
all outstanding unvested time-based options to purchase shares of our common stock and other unvested time-based equity awards (and awards where all restrictions have not lapsed) expire, and
• | all outstanding unvested time-based options to purchase shares of our common stock and other unvested time-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 a one-year period if the termination of employment is due to disability or death).
• | 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 a one-year period if the termination of employment is due to disability or death). |
Further, under our 2014 Omnibus Plan, our 2016 Omnibus Plan, our 2019 Omnibus Plan, our 2021 Omnibus Plan, and our 20192023 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, our 2019 Omnibus Plan, our 2021 Omnibus Plan, and our 20192023 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 20202023 grant agreements under the 20192023 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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of Sabre (for a one-year period under the terms of the 20202023 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 unvested time-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 will vest in full following the executive officer’s termination of employment, 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%, following the executive officer’s termination of employment.
any shares of our common stock subject to restricted stock unit awards with performance metrics will vest on based on an assumed attainment level of 100% following the executive officer’s termination of employment.
• | any shares of our common stock subject to restricted stock unit awards with performance metrics will vest based on an assumed attainment level of 100% following the executive officer’s termination of employment. |
In the event of the “retirement” of the executive officer, (1) the terms of the 20202023 PSU grant agreements under the 20192023 Omnibus Plan provide that any outstanding and unvested time-based options to purchase shares of our common stockeligible RSUs (as defined in the grant agreement) that would have vested on the vesting date immediately following such termination had the participant’s employment continued through such date will vest immediatelyon the applicable vesting date, and become exercisable for one year as(2) the terms of the 2023 RSU grant agreements under the 2023 Omnibus Plan provide that the unvested RSUs that would have vested on the first and second vesting immediately following such termination had the participant’s employment continued through such date of termination.will vest on the applicable vesting date. “Retirement” means a voluntary or involuntary termination of employment, not for “cause,” at a minimum age of 60 with no less
Sabre Corporation 2024 Proxy Statement | | | 97 |
EXECUTIVE COMPENSATION |
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 20202023 grant agreements under the 20192023 Omnibus Plan provide that:
any outstanding and unvested time-based options to purchase shares of our common stock will vest immediately, and
that any shares of our common stock subject to restricted stock unit awards will immediately 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 certain non-competition agreements with the named executive officers that restrict their ability to compete with us during a specified post-employment period.
Summary of Estimated Payments and Benefits
The following table summarizes estimated post-employment payments and benefits that would have been payable to the other named executive officers in the event that their employment had been terminated (for cause in the case of Mr. Menke) or a change in control of Sabre had occurred as of December 31, 2020.2023. No post-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, 2020.2023.
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, 20202023 and assuming a stock price of $12.02$4.40 per share, the closing price of a share of our common stock on the Nasdaq Stock Market on December 31, 2020.29, 2023.
On May 8, 2023, we approved David Moore’s ceasing to serve as Executive Vice President and Chief Technology Officer of Sabre, effective as of May 8, 2023. Mr. Moore’s last day of employment with Sabre was July 1, 2023. The termination of Mr. Moore’s employment was considered to be a qualifying termination (as defined under Sabre’s Executive Severance Plan), and in connection with the termination of his employment, Mr. Moore was eligible to receive payments for a termination without “cause” (as defined under the Executive Severance Plan) under the terms of the Executive Severance Plan as a Level 2 employee. As a result, Mr. Moore was entitled to receive an amount equal to 150% of his current annual base salary and 110% of his target incentive opportunity for 2022, or an aggregate of $1,611,350, paid in installments over a period of 18 months following the date of termination. In addition, he is entitled to continued medical, dental, and vision insurance coverage for him and his eligible dependents for the 18-month period following the date of termination, and senior executive level outplacement services for a period of one year; provided, however, that if he becomes re-employed and eligible to receive health insurance benefits under another employer-provided plan, the continued insurance coverage will terminate. The receipt of these items will be subject to Mr. Moore’s execution of a general release of liability against Sabre and will be subject to compliance with applicable post-termination restrictive covenants and other obligations.
| | Sabre Corporation 2024 Proxy Statement |
EXECUTIVE COMPENSATION
|
Potential Payments and Benefits upon Termination of Employment or Change in Control Table
Name and Triggering Event(1) |
Severance or |
Valuation of |
Value of Other |
Total |
Severance or |
Valuation of |
Value of Other |
Total | ||||||||||||||||||||||||||||||||
Kurt Ekert | ||||||||||||||||||||||||||||||||||||||||
Involuntary termination not in connection with change in control | ||||||||||||||||||||||||||||||||||||||||
Involuntary termination in connection with change in control(5)(6) | ||||||||||||||||||||||||||||||||||||||||
Retirement | ||||||||||||||||||||||||||||||||||||||||
Death | ||||||||||||||||||||||||||||||||||||||||
Disability | ||||||||||||||||||||||||||||||||||||||||
Michael Randolfi | ||||||||||||||||||||||||||||||||||||||||
Involuntary termination not in connection with change in control | ||||||||||||||||||||||||||||||||||||||||
Involuntary termination in connection with change in control(5)(6) | ||||||||||||||||||||||||||||||||||||||||
Retirement | ||||||||||||||||||||||||||||||||||||||||
Death | ||||||||||||||||||||||||||||||||||||||||
Disability | ||||||||||||||||||||||||||||||||||||||||
Ann Bruder | ||||||||||||||||||||||||||||||||||||||||
Involuntary termination not in connection with change in control | ||||||||||||||||||||||||||||||||||||||||
Involuntary termination in connection with change in control(5)(6) | ||||||||||||||||||||||||||||||||||||||||
Retirement | ||||||||||||||||||||||||||||||||||||||||
Death | ||||||||||||||||||||||||||||||||||||||||
Disability | ||||||||||||||||||||||||||||||||||||||||
Roshan Mendis | ||||||||||||||||||||||||||||||||||||||||
Involuntary termination not in connection with change in control | ||||||||||||||||||||||||||||||||||||||||
Involuntary termination in connection with change in control(5)(6) | ||||||||||||||||||||||||||||||||||||||||
Retirement | ||||||||||||||||||||||||||||||||||||||||
Death | ||||||||||||||||||||||||||||||||||||||||
Disability | ||||||||||||||||||||||||||||||||||||||||
Shawn Williams | ||||||||||||||||||||||||||||||||||||||||
Involuntary termination not in connection with change in control | ||||||||||||||||||||||||||||||||||||||||
Involuntary termination in connection with change in control(5)(6) | ||||||||||||||||||||||||||||||||||||||||
Retirement | ||||||||||||||||||||||||||||||||||||||||
Death | ||||||||||||||||||||||||||||||||||||||||
Disability | ||||||||||||||||||||||||||||||||||||||||
Sean Menke |
|
|
|
| ||||||||||||||||||||||||||||||||||||
Involuntary termination not in connection with change in control | $ | 5,167,500 | — | $ | 53,102 | $ | 5,220,602 | |||||||||||||||||||||||||||||||||
Involuntary termination for cause not in connection with change in control | ||||||||||||||||||||||||||||||||||||||||
Involuntary termination in connection with change in control(5)(6) | $ | 5,167,500 | $ | 18,511,041 | $ | 53,102 | $ | 23,731,643 | ||||||||||||||||||||||||||||||||
Retirement | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Death | — | $ | 13,571,350 | $ | 2,450,000 | $ | 16,021,350 | |||||||||||||||||||||||||||||||||
Disability | — | — | $ | 1,700,000 | $ | 1,700,000 | ||||||||||||||||||||||||||||||||||
Douglas Barnett |
|
|
|
| ||||||||||||||||||||||||||||||||||||
Involuntary termination not in connection with change in control | $ | 2,220,750 | — | $ | 40,521 | $ | 2,261,271 | |||||||||||||||||||||||||||||||||
Involuntary termination in connection with change in control(5)(6) | $ | 2,220,750 | $ | 7,239,212 | $ | 40,521 | $ | 9,500,483 | ||||||||||||||||||||||||||||||||
Retirement | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Death | — | $ | 5,422,450 | $ | 1,410,000 | $ | 6,832,450 | |||||||||||||||||||||||||||||||||
Disability | — | — | $ | 1,200,000 | $ | 1,200,000 | ||||||||||||||||||||||||||||||||||
Wade Jones |
|
|
|
| ||||||||||||||||||||||||||||||||||||
Involuntary termination not in connection with change in control | $ | 1,814,063 | — | $ | 50,614 | $ | 1,864,677 | |||||||||||||||||||||||||||||||||
Involuntary termination in connection with change in control(5)(6) | $ | 1,814,063 | $ | 5,297,531 | $ | 50,614 | $ | 7,162,208 | ||||||||||||||||||||||||||||||||
Retirement | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Death | — | $ | 3,886,419 | $ | 1,250,000 | $ | 5,136,419 | |||||||||||||||||||||||||||||||||
Disability | — | — | $ | 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 | $ | 2,220,750 | — | $ | 39,861 | $ | 2,260,611 | |||||||||||||||||||||||||||||||||
Involuntary termination in connection with change in control(5)(6) | $ | 2,220,750 | $ | 9,138,359 | $ | 39,861 | $ | 11,398,970 | ||||||||||||||||||||||||||||||||
Retirement | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Death | — | $ | 6,883,900 | $ | 1,410,000 | $ | 8,293,900 | |||||||||||||||||||||||||||||||||
Disability | — | — | $ | 600,000 | $ | 600,000 |
(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, |
Sabre Corporation 2024 Proxy Statement | | | 99 |
EXECUTIVE COMPENSATION |
employment without cause or a termination of employment by a named executive officer for good reason, or in the case of Mr. Menke a termination of his employment for cause; a termination of employment without cause or a termination of employment by a named executive officer for good reason |
(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, |
(3) | For purposes of this analysis, assumes the 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.
• |
For Mr. Ekert, amount includes the value of (1) outstanding unvested RSU awards covering 997,919 shares of our common stock, the vesting of which would accelerate and (2) outstanding unvested PSU awards covering 946,643 shares of our common stock, the vesting of which would accelerate in the event of change in control and death. |
For Mr. Barnett, amount includes the value of (1) outstanding unvested options to purchase 90,090 shares of our common stock, the vesting of which would accelerate, (2) outstanding unvested restricted stock unit awards covering 408,218 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 $2,000,000, the vesting of which would accelerate.
• | For Mr. Randolfi, amount includes the value of (1) outstanding unvested RSU awards covering 360,136 shares of our common stock, the vesting of which would accelerate and (2) outstanding unvested PSU awards covering 396,526 shares of our common stock, the vesting of which would accelerate in the event of change in control and death. |
For Mr. Jones, amount includes the value of (1) outstanding unvested options to purchase 91,169 shares of our common stock, the vesting of which would accelerate, (2) outstanding unvested restricted stock unit awards covering 339,094 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 Ms. Bruder, amount includes the value of (1) outstanding unvested RSU awards covering 215,517 shares of our common stock, the vesting of which would accelerate and (2) outstanding unvested PSU awards covering 215,517 shares of our common stock, the vesting of which would accelerate in the event of change in control and death. |
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 232,160 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. Mendis, amount includes the value of (1) outstanding unvested options to purchase 161,057 shares of our common stock, the vesting of which would accelerate, (2) outstanding unvested RSU awards covering 267,655 shares of our common stock, the vesting of which would accelerate, (3) outstanding unvested PSU awards covering 368,351 shares of our common stock, the vesting of which would accelerate in the event of change in control, and (4) outstanding unvested PSU awards covering 368,351 shares of our common stock, the vesting of which would accelerate in the event of death. |
• | For Mr. Williams, amount includes the value of (1) outstanding unvested options to purchase 169,062 shares of our common stock, the vesting of which would accelerate, (2) outstanding unvested RSU awards covering 310,759 shares of our common stock, the vesting of which would accelerate, (3) outstanding unvested PSU awards covering 411,455 shares of our common stock, the vesting of which would accelerate in the event of change in control, and (4) outstanding unvested PSU awards covering 411,455 shares of our common stock, the vesting of which would accelerate in the event of death. |
For Mr. Shirk, amount includes the value of (1) outstanding unvested options to purchase 366,431 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 (3) the amount of the 2020 long-term performance-based cash incentive award covering $2,000,000, the vesting of which would accelerate.
• | 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, (2) outstanding unvested RSU awards covering 713,223 shares of our common stock, the vesting of which would accelerate, (3) outstanding unvested PSU awards covering 713,222 shares of our common stock, the vesting of which would accelerate in the event of change in control, and (4) outstanding unvested PSU awards covering 713,222 shares of our common stock, the vesting of which would accelerate in the event of death. |
(4) | For an involuntary termination of employment, amount includes the value of COBRA benefits and a |
(5) | The change-in-control calculations assume that on December 31, |
(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 |
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.Kurt Ekert. For 2020:2023:
the annual total compensation of our median employee was $70,874, and
• | the annual total compensation of our median employee was $62,443, and |
• | the annual total compensation of our CEO, as reported in the 2023 Summary Compensation Table, was $8,480,690. |
100 | | | Sabre Corporation 2024 Proxy Statement |
EXECUTIVE COMPENSATION |
the annual total compensation of our CEO, as reported in the 2020 Summary Compensation Table and adjusted as described below, was $10,589,426.
Based on this information, for 20202023 we estimate the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 149136 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-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.
To identify our “median employee,” as well as to determine the annual total compensation of our median employee, we took the following steps:
We reviewed our employee population, consisting 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,