DEF 14A of Sabre Corp, Mar 15, 2024

DEF 14A of Sabre Corp

Filed Mar 15, 2024 · FY20230001193125-24-069130

Open on EDGAR

  1. www.proxydocs.com/SABR

    | EXECUTIVE COMPENSATION | 87 | | 2023 Summary Compensation Table | 87 | | 2023 Grants of Plan -Based Awards Table | 89 | | 2023 Outstanding Equity Awards at Fiscal Year -End Table | 90 | | 2023 Option Exercises and Stock Vested Table | 92 | | 2023 Nonqualified Deferred Compensation Table | 93 | | Information on Employment Agreements and Offer Letters | 93 | | Potential Payments upon Termination or Change in Control | 95 | | CEO Pay Ratio | 100 | | Pay-Versus-Performance Table | 102 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 106 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 108 | | OTHER INFORMATION | 109 | | Delinquent Section 16(a) Reports | 109 | | 2025 Stockholder Proposals | 109 | | Proxy Access Nominations and Annual Meeting Advance Notice Requirements | 109 | | Householding | 110 |

  2. Information on Director Nominees

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

  3. Information on Director Nominees

    | Name and Occupation | Committee Roles | Independent | Experience Highlights | | George Bravante, Jr. Co-founder of Bravante-Curci Investors, LP, Owner of Bravante Produce, and CEO of Pacific Agricultural Realty, LP | • Audit Committee (chair) • Executive Committee | ✓ | • Travel industry experience, as the former Chairman of the Board of ExpressJet Holdings, Inc. • Investment experience • Financial and strategic business knowledge • Executive experience • Background in public accounting • Audit Committee financial expert | | Hervé Couturier President, Kerney Partners | • Technology Committee (chair) • Audit Committee • Executive Committee | ✓ | • Significant experience in the areas of solutions strategy, product strategy, product development, and business management in software-based companies • Domain experience in the travel industry • Executive experience at a travel distribution company • Deep experience managing in complex mainframe and cloud environments • International experience |

  4. Information on Director Nominees

    | 2 | | | Sabre Corporation 2024 Proxy Statement |

  5. Information on Director Nominees

    | Name and Occupation | Committee Roles | Independent | Experience Highlights | | Kurt Ekert Chief Executive Officer and President, Sabre Corporation | • Technology Committee | | • Deep experience in travel industry, including at a travel distribution company, airline, online travel agency and travel management company • Significant executive experience, including serving as Chief Executive Officer, President, Chief Commercial Officer, and Chief Operating Officer of travel industry companies • Leadership experience through private company board experience and as an active duty officer in the United States Army | | Gail Mandel Managing Director, Focused Point Ventures, LLC | • Audit Committee • Technology Committee | ✓ | • Extensive leadership experience, as well as mergers and acquisition and financing experience, in the hospitality and travel industry • Significant experience in finance and technology implementation • Audit Committee financial expert | | Phyllis Newhouse Founder and CEO, Xtreme Solutions, Inc. | • Audit Committee • Technology Committee | ✓ | • Deep experience in cybersecurity and information technology fields as the CEO of a cybersecurity firm and as a former United States Army noncommissioned officer that focused on national security • Significant focus on entrepreneurship, including through the founding of her firm and a nonprofit dedicated to connecting and supporting women on their entrepreneurial journeys | | Elaine Paul* Former Chief Financial Officer, Lyft, Inc. | • Audit Committee • Technology Committee | ✓ | • Extensive financial leadership in the technology industry, including service as CFO • Background in business strategy and corporate development in technology |

  6. Information on Director Nominees

    | Sabre Corporation 2024 Proxy Statement | | | 3 |

  7. Information on Director Nominees

    | Name and Occupation | Committee Roles | Independent | Experience Highlights | | Karl Peterson Former Senior Partner of TPG and Managing Partner, TPG Pace Group | • Compensation Committee • Governance and Nominating Committee | ✓ | • Extensive experience as a director of several travel and technology companies • Former executive of an airline travel company • Led Sabre’s Board in connection with its ongoing focus on director refreshment • Private equity investor with significant experience working with public companies • Experience analyzing ESG matters | | Gregg Saretsky Retired President and Chief Executive Officer, WestJet | • Governance and Nominating Committee (chair) • Executive Committee • Technology Committee | ✓ | • Deep airline industry experience • Leadership experience as an executive of airline companies • Strong background in strategy and planning | | John Scott Founder and Chairman of Park House | • Compensation Committee (chair) • Executive Committee • Governance and Nominating Committee | ✓ | • Extensive experience in the hospitality, leisure, and entertainment industries • Significant experience serving on the boards of private and public companies | | Wendi Sturgis Chief Executive Officer, cleverbridge GmbH | • Compensation Committee • Governance and Nominating Committee | ✓ | • Significant technology and marketing leadership experience • Extensive executive officer experience, including as a founding executive of a search experience cloud company • Experience addressing cybersecurity matters |

  8. Information on Director Nominees

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

  9. Information on Director Nominees

    | 4 | | | Sabre Corporation 2024 Proxy Statement |

  10. Director Nominee Criteria and Process

    Director Nominee Criteria and Process The Board of Directors is responsible for approving candidates for membership to the Board of Directors. The Board of Directors has delegated the screening and recruitment process to the Governance and Nominating Committee, in consultation with our Executive Chair of the Board. The Governance and Nominating Committee believes that the criteria for director nominees should support Sabre’s strategies and business, ensure effective governance, account for individual director attributes and the overall mix of those attributes, and support the successful recruitment of qualified candidates for the Board of Directors. Qualified candidates for director are those who, in the judgment of the Governance and Nominating Committee, possess all of the general attributes and a sufficient mix of the specific attributes listed below to ensure effective service on the Board of Directors.

  11. Director Nominee Criteria and Process

    | General Attributes | Specific Attributes | | • Leadership skills • Ethical character • Active participator • Relationship skills • Effectiveness • Independence • Financial literacy • Reflection of Sabre values | • Leadership experience, including executive and board experience • Technology or travel industry knowledge • Financial background • Diversity, including race, ethnicity, age, education, skill and cultural background • International experience • Marketing or sales background • Other functional expertise |

  12. Director Nominee Criteria and Process

    The Governance and Nominating Committee may receive recommendations for candidates for the Board of Directors from various sources, including our directors, management, and stockholders. In addition, the Governance and Nominating Committee may periodically retain a search firm to assist it in identifying and recruiting director candidates meeting the criteria specified by the Governance and Nominating Committee. The Governance and Nominating Committee recommends nominees to the Board of Directors to fill any vacancies. As provided in our Certificate of Incorporation, the Board of Directors elects a new director when a vacancy occurs between annual meetings of stockholders. The Governance and Nominating Committee also recommends to the Board of Directors any new appointments and nominees for election as directors at our annual meetings of stockholders.

  13. Director Nominee Criteria and Process

    | Sabre Corporation 2024 Proxy Statement | | | 15 |

  14. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  15. General Information

    General Information Our business and affairs are managed under the direction of our Board of Directors. Our Certificate of Incorporation provides that our Board of Directors shall consist of at least five directors but no more than thirteen directors. As of the date of this proxy statement, the Board of Directors consists of eleven members. Mr. Menke has notified us that he is retiring from the Board of Directors immediately prior to the Annual Meeting. We would like to thank Mr. Menke for his many years of service and substantial contributions to the Board of Directors and Sabre. Following Mr. Menke’s retirement, the Board of Directors will consist of ten directors. The ten nominees for director set forth on the following pages are proposed to be elected at this year’s Annual Meeting to serve for a term to expire at the 2025 Annual Meeting and until their successors are elected and have been qualified. Should any nominee become unable to serve, proxies may be voted for another person designated by management. All nominees have advised us that they will serve if elected.

  16. Certain Information Regarding Nominees for Director

    Certain Information Regarding Nominees for Director The names of the nominees, their ages as of March 15, 2024, the year they first became directors, their principal occupations during at least the past five years, information regarding director qualifications, and certain other biographical information are set forth below. Information is also provided on public company boards with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or registered under the Investment Company Act of 1940 on which they have served on since January 1, 2019. All of the nominees are current directors standing for reelection.

  17. Certain Information Regarding Nominees for Director

    | Sabre Corporation 2024 Proxy Statement | | | 25 |

  18. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

  19. For a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

    | GEORGE R. BRAVANTE, JR. | Sabre committee membership: • Audit Committee (chair) • Executive Committee Professional experience: Mr. Bravante is the co-founder and the managing member of the general partner of Bravante-Curci Investors, LP, an investment firm focusing on real estate investments in California. He has held this position since 1996. Since 2005, he has also been the owner of Bravante Produce, a grower, packer and shipper of premium California table grapes and citrus. In addition, since 2012 he has served as the CEO of Pacific Agricultural Realty, LP, a private equity fund investing in agricultural assets in California. Mr. Bravante has also served as the founder and president of Bravante Farm Capital, a farmland investor, since 2023. Previously, he served as chairman of the board of ExpressJet Holdings, Inc. from 2005 to 2010 and was a member of its board from 2004 to 2010. From 1994 to 1996, Mr. Bravante was President and Chief Operating Officer of Colony Advisors, Inc., a real estate asset management company, and prior to that he was President and Chief Operating Officer of America Real Estate Group, Inc., where he led strategic management, restructuring and disposition of assets. Prior to that, he served as Chief Financial Officer of RMB Realty, where he was extensively involved with all aspects of numerous commercial real estate transactions, and as Manager at Ernst & Whinney (now Ernst & Young LLP). He serves as a director of KBS Growth & Income REIT, Inc., a real estate investment trust. Education: • B.A. in Accounting, University of South Carolina Director qualifications: We believe that Mr. Bravante should serve on our Board of Directors because of his travel industry experience, including his service as chairman of the board of ExpressJet Holdings, Inc., as well as his investment experience and financial and strategic business knowledge, including his executive experience as a CEO and CFO and his background in public accounting. He has been designated as an Audit Committee financial expert. Other current public company directorships: • KBS Growth & Income REIT, Inc. (2016 to present) | | | | | 65, Director since December 2014 | | | Co-founder of Bravante-Curci Investors, LP, Owner of Bravante Produce, and CEO of Pacific Agricultural Realty, LP | |

  20. For a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

    | GAIL MANDEL | Sabre committee membership: • Audit Committee • Technology Committee Professional experience: Ms. Mandel has served as Managing Director of Focused Point Ventures, LLC, a business advisory and consulting services organization, since 2019. In addition, she currently serves as a Director for Dave & Buster’s Entertainment, Inc., a leading owner and operator of high-volume entertainment and dining venues as well as the Chairman of the Board and Chair of the Audit Committee of PureStar, a private equity backed provider of laundry services and linen management to the hospitality industry. From 2014 to 2018, she served as President and Chief Executive Officer of Wyndham Destination Network, an operating division of Wyndham Worldwide, a provider of professionally managed, unique vacation accommodations. Ms. Mandel served as Chief Operating Officer and Chief Financial Officer, Wyndham Exchange & Rentals (later known as Wyndham Destination Network), from March 2014 to November 2014 and Chief Financial Officer, Wyndham Exchange & Rentals, from January 2010 to March 2014. From August 2006 to January 2010, Ms. Mandel was Senior Vice President, Financial Planning & Analysis, for Wyndham Worldwide. From February 1999 to August 2006, Ms. Mandel was Division CFO/Controller, Cendant Hospitality/Travel Services, and from October 1997 to February 1999, Ms. Mandel was Controller, Cendant Mobility. Ms. Mandel received her CPA license (currently inactive) from the State of New York in 1993. Education: • B.B.A. in Public Accounting, summa cum laude, Pace University • Global Leaders Program, The Wharton School, University of Pennsylvania Director qualifications: Ms. Mandel has extensive leadership experience, as well as mergers and acquisition and financing experience, in the hospitality and travel industry; this background allows her to provide key insights to our Board of Directors as it oversees the development and implementation of our strategy. In addition, she has significant experience in finance and technology implementation, which provides an important contribution to our Board of Directors. She has been designated as an Audit Committee financial expert. Diversity: • Identifies as Female Other current public company directorships: • Dave & Buster’s Entertainment, Inc. (2022 to present) | | | | | 55, Director since April 2020 | | | Managing Director, Focused Point Ventures, LLC | |

  21. For a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

    | PHYLLIS NEWHOUSE | Sabre committee membership: • Audit Committee • Technology Committee Professional experience: Ms. Newhouse has served as Chief Executive Officer of Xtreme Solutions, Inc. since 2002. Xtreme Solutions, Inc. is a leading information technology and cybersecurity firm that specializes in ethical hacking, training, and providing cyber solutions consultancy to the federal and private sectors. She served in the United States Army, where she focused on national security, including working with several information security task forces teams. In 2019, Ms. Newhouse founded ShoulderUp, a nonprofit dedicated to connecting and supporting women in their entrepreneurial journeys. From 2020 to December 2021, she served as CEO and a director of Athena Technology Acquisition Corp. (“Athena”), a special purpose acquisition corporation (“SPAC”), and since December 2021 has served as a director of Heliogen, Inc., which conducted a business combination with Athena. She serves as CEO and a director of ShoulderUp Technology Acquisition Corp., a SPAC. Ms. Newhouse currently serves on the board of the Technology Association of Georgia, is a member of the Business Executives for National Security and of the Women Presidents’ Organization, and serves on the Board of Directors of Girls Inc. Education: • B.A. in Liberal Arts Science, Saint Leo College • Graduate of the Institute of Entrepreneurial Leadership program sponsored by John F. Kennedy University • Honorary Doctor of Philosophy, CICA International University Director qualifications: Ms. Newhouse has deep experience in the cybersecurity and information technology fields as the CEO of a cybersecurity firm and as a former United States Army noncommissioned officer that focused on national security. She also has a significant focus on entrepreneurship, including through the founding of her firm and a nonprofit dedicated to connecting and supporting women on their entrepreneurial journeys. We believe these characteristics serve an important role on our Board of Directors. Diversity: • Identifies as Female • Identifies as Black or African American Other current public company directorships: • Heliogen, Inc. (December 2021 to present) • ShoulderUp Technology Acquisition Corp. (2021 to present) (SPAC) Former public company directorships since 2019: • Athena Technology Acquisition Corp. (2020 to December 2021) (SPAC) | | | | | 61, Director since April 2021 | | | Founder and CEO, Xtreme Solutions, Inc. | |

  22. For a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

    | KARL PETERSON | Sabre committee membership: • Compensation Committee • Governance and Nominating Committee Professional experience: Mr. Peterson heads CapitalKP and Peterson Capital Partners, family offices with extensive public and private market investments. Mr. Peterson served as Sabre’s Chair of the Board from January 2020 to April 2022 and as Lead Director during 2017. He was formerly a Senior Partner of TPG and Managing Partner of TPG Pace Group, the firm’s effort to sponsor special purpose acquisition companies (SPACs) and other permanent capital solutions for companies and a member of the firm’s Executive Committee. He previously served as President and CEO of TPG Pace Holdings and Pace Holdings Corp. and Chairman of TPG Pace Technology, TPG Pace Solutions and TPG Beneficial Finance. After rejoining TPG in 2004, Mr. Peterson led investments for the firm in technology, media, financial services and travel sectors and oversaw TPG’s European operations from 2010 until 2017. Prior to 2004, he was a co-founder and the president and CEO of Hotwire.com. He led the business from its launch in 2000 through its sale to InterActiveCorp in 2003. Before Hotwire, Mr. Peterson was a principal at TPG in San Francisco, and from 1992 to 1995 he was a financial analyst at Goldman Sachs & Co. Mr. Peterson is currently a director of Vacasa, Inc., Playa Hotels and Resorts, and Chairman of Accel Entertainment. Education: • B.B.A. with high honors, University of Notre Dame Director qualifications: We believe that as a result of his experience as a director of several travel and technology companies, as a former executive of an online travel company, and through working with public companies, Mr. Peterson brings a keen strategic understanding of our industry, the competitive landscape and public company considerations. As Chair of the Board of Sabre, Mr. Peterson led the Board in connection with its ongoing focus on director refreshment, which the Board of Directors believes enhanced its skillset and added directors with diverse skills and attributes. In addition, Mr. Peterson has significant experience as a private equity investor, including experience with SPACs focusing on ESG, which provides important insights regarding financial and capital markets, as well as ESG matters. Other current public company directorships: • Playa Hotels and Resorts (2017 to present) • Accel Entertainment, Inc. (2019 to present) • Vacasa, Inc. (2021 to present) Former public company directorships since 2019: • TPG Pace Holdings (2017 to 2019) (SPAC) • TPG Pace Beneficial Finance (2020 to 2022) (SPAC) • TPG Pace Beneficial II Corp. (2021 to 2023) (SPAC) • TPG Pace Solutions (2021) (SPAC) • TPG Pace Tech Opportunities Corp. (2020 to 2021) (SPAC) | | | | | 53, Director since March 2007 | | | Former Senior Partner of TPG and Managing Partner, TPG Pace Group | |

  23. For a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

    | WENDI STURGIS | Sabre committee membership: • Compensation Committee • Governance and Nominating Committee Professional experience: Ms. Sturgis has served as Chief Executive Officer of cleverbridge GmbH, a global commerce and subscription billing platform, since December 2021. Previously, Ms. Sturgis served as the President of Lyte, Inc., a ticketing/consumer technology platform, from May to December 2021 and as its Chief Revenue Officer from January to April 2021. She has over twenty-five years of experience as a technology and marketing leader at some of the world’s largest tech companies. Prior to Lyte, Ms. Sturgis was a founding executive at Yext where she worked from 2011 to 2019, serving in multiple roles, including SVP of Sales and Services, Chief Customer Officer, and most recently, CEO of Yext Europe. She has previously held executive positions at Oracle, Gartner, Right Media, and Yahoo!, where she was Vice President of Account Management for North America in charge of the North American Search business. She is currently an independent director for The Container Store. She has served on multiple boards including Kustomer, Dailyworth.com, Student Transportation of America, Step Up Women’s Network, and Chair of the Georgia Tech Advisory Board. Ms. Sturgis currently serves as a trustee for the Georgia Tech Foundation. Education: • B.S. in Industrial Management, Georgia Institute of Technology Director qualifications: We believe that Ms. Sturgis’ significant technology and marketing leadership experience, as well as her extensive executive officer experience, make her well qualified to serve as a member of our Board of Directors. In addition, her roles in the technology industry have provided her significant experience addressing cybersecurity matters, which is an important consideration for her service on our Board of Directors. Diversity: • Identifies as Female Other current public company directorships: • The Container Store Group, Inc. (2019 to present) Former public company directorships since 2019: • Student Transportation of America (2013 to 2018) | | | | | 57, Director since April 2021 | | | Chief Executive Officer, cleverbridge GmbH | |

  24. Director Compensation Program

    Director Compensation Program 2023 Compensation Our Board of Directors, based on recommendations by the Compensation Committee, has adopted a formal compensation program for the non-employee members of our Board of Directors. This compensation program is designed to pay directors an appropriate amount for their services required as a director, while also seeking to align their interests with the long-term interests of our stockholders. When assessing the director compensation program, the Compensation Committee, with the assistance of its compensation consultant, compares the design and the compensation elements of the program to that of our compensation peer group. For information regarding our compensation peer group, see “Compensation Discussion and Analysis—Competitive Positioning.” For 2023, this compensation program consisted of the following elements:

  25. Director Compensation Program

    | Type of Compensation | Dollar Value of Compensation Element | | Annual cash retainer | $90,000, paid quarterly | | Annual grant of restricted stock unit awards (vests in full on first anniversary of date of grant) | $160,000 value, awarded on the date of the annual meeting | | Audit Committee chair annual cash retainer | additional $30,000, paid quarterly | | Audit Committee member annual cash retainer | additional $15,000, paid quarterly | | Compensation Committee chair annual cash retainer | additional $20,000, paid quarterly | | Compensation Committee member annual cash retainer | additional $10,000, paid quarterly | | Governance and Nominating Committee chair annual cash retainer | additional $15,000, paid quarterly | | Governance and Nominating Committee member annual cash retainer | additional $10,000, paid quarterly | | Technology Committee chair annual cash retainer | additional $15,000, paid quarterly | | Technology Committee member annual cash retainer | additional $10,000, paid quarterly |

  26. Director Compensation Program

    In addition, the non-employee members of our Board of Directors were also eligible to receive a one-time restricted stock unit award with a grant date value of $400,000 in connection with their appointment to the Board of Directors, which vests ratably on a quarterly basis over four years from the date of grant. Our Lead Director receives an additional annual cash retainer equal to $50,000, payable quarterly in arrears, for service as Lead Director. Awards granted to non-employee directors (i) from 2014 through May 2016 were pursuant to the 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), (ii) from May 2016 to April 2019 were pursuant to the 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), (iii) from April 2019 to March 2022 were pursuant to the 2019 Director Equity Compensation Plan (the “2019 Director Plan”), and (iv) during and after April 2022 were pursuant to the 2022 Director Plan. Each of the 2014 Omnibus Plan, the 2016 Omnibus Plan, the 2019 Director Plan and the 2022 Director Plan was approved by stockholders. Non-Employee Directors Compensation Deferral Plan We maintain the Sabre Corporation Non-Employee Directors Compensation Deferral Plan (the “Director Deferral Plan”), a non-qualified deferred compensation plan that allows non-employee directors to defer

  27. Director Compensation Program

    | 36 | | | Sabre Corporation 2024 Proxy Statement |

  28. Director Compensation Program

    receipt of all or a portion of the shares of our common stock subject to their restricted stock unit awards. Each participating non-employee director has a notional account established to reflect the vesting of his or her restricted stock unit awards and any associated notional dividend equivalents. Non-employee directors are fully vested in their accounts. Deferrals are distributed in the form of Sabre common stock after the director terminates his or her service on the Board of Directors or, if earlier, in the event of a change in control of Sabre. 2023 Director Compensation Table The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors during 2023. Mr. Menke, who is our Executive Chair of the Board, and Mr. Ekert, who is our CEO and President, do not receive any compensation for their service as directors and are not included in this table. The compensation received by Messrs. Ekert and Menke as employees is presented in the “2023 Summary Compensation Table” below.

  29. Director Compensation Program

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | George Bravante, Jr. | $120,000 | $160,000 | $280,000 | | Hervé Couturier | $120,000 | $160,000 | $280,000 | | Rachel Gonzalez | $103,626 | $160,000 | $263,626 | | Gail Mandel | $115,000 | $160,000 | $275,000 | | Phyllis Newhouse | $115,000 | $160,000 | $275,000 | | Karl Peterson | $110,000 | $160,000 | $270,000 | | Zane Rowe | $113,407 | $160,000 | $273,407 | | Gregg Saretsky | $165,000 | $160,000 | $325,000 | | John Scott | $120,000 | $160,000 | $280,000 | | Wendi Sturgis | $110,000 | $160,000 | $270,000 |

  30. Director Compensation Program

    | (1) The amounts reported in the Stock Awards column represent the grant date fair value of the restricted stock unit award for shares of our common stock granted during 2023, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), disregarding the impact of estimated forfeitures. The assumptions used in calculating the grant date fair value of these stock-based awards are set forth in Note 15, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these stock-based awards, and do not correspond to the actual economic value that may be received by the non-employee members of our Board of Directors from their awards. |

  31. Director Compensation Program

    | (2) The following table sets forth information on the restricted stock unit awards for shares of our common stock granted in 2023 and the aggregate number of shares of our common stock subject to such outstanding restricted stock unit awards held at December 31, 2023 by the non-employee members of our Board of Directors. |

  32. Director Compensation Program

    | Sabre Corporation 2024 Proxy Statement | | | 37 |

  33. Director Compensation Program

    | Director | Grant Date | Restricted Stock Units Awarded in 2023 (#) | Restricted Stock Units Held at December 31, 2023 (#) | | George Bravante, Jr. | 04/26/2023 | 43,597(a) | 43,597(a) | | Hervé Couturier | 04/26/2023 | 43,597 | 43,597 | | Rachel Gonzalez | 04/26/2023 | 43,597 | 96,789 | | Gail Mandel | 04/26/2023 | 43,597(a) | 47,169(a) | | Phyllis Newhouse | 04/26/2023 | 43,597 | 53,293 | | Karl Peterson | 04/26/2023 | 43,597(a) | 43,597(a) | | Zane Rowe | 04/26/2023 | 43,597 | 43,597 | | Gregg Saretsky | 04/26/2023 | 43,597 | 48,955 | | John Scott | 04/26/2023 | 43,597(a) | 48,955(a) | | Wendi Sturgis | 04/26/2023 | 43,597(a) | 53,293(a) |

  34. Director Compensation Program

    | (a) Per election made by the non-employee director under the Director Deferral Plan, receipt of this restricted stock unit award for shares of our common stock was deferred until the end of the respective board member’s service. |

  35. Director Compensation Program

    The non-employee members of our Board of Directors are reimbursed for their actual travel and other out-of-pocket expenses in connection with their service on our Board of Directors and Board committees, and are eligible to receive reimbursement for up to $5,000 annually for director education programs. Non-employee directors are not otherwise provided perquisites or retirement benefits. 2024 Compensation In February 2024, the Compensation Committee, with the assistance of Korn Ferry, reviewed the compensation program for the non-employee members of our Board of Directors. In its assessment, the Compensation Committee compared the design and the compensation elements of the program to that of the directors’ compensation programs of our peer group. Based on its review, the Compensation Committee recommended that, and the Board of Directors approved effective February 7, 2024, the one-time restricted stock unit award for appointments of new directors to the Board of Directors be eliminated and that newly appointed directors receive an equity award equal to the amount of the annual grant upon joining the Board of Directors, which award vests in full on the first anniversary of the date of grant. Newly appointed directors are not eligible to receive an additional annual grant in the year of their appointment if they are appointed before the date of the annual grant. In March 2024, the Compensation Committee, with the assistance of Korn Ferry, reviewed the compensation for the non-executive Chair of the Board, including a review of compensation for that position at members of our peer group. Based on its review, the Compensation Committee recommended that, and the Board of Directors approved effective April 24, 2024 that the non-executive Chair of the Board receive an annual cash retainer of $160,000, payable quarterly, for service as non-executive Chair of the Board.

  36. Director Compensation Program

    | 38 | | | Sabre Corporation 2024 Proxy Statement |

  37. Alignment of 2024 Omnibus Plan with Stockholders’ Interests

    | • | No Single Trigger Vesting Upon a Change in Control. The 2024 Omnibus Plan provides that all outstanding equity awards will become exercisable and/or vest in the event of a change in control of Sabre only if these awards are not assumed, continued, or substituted by the surviving corporation, or if the holder undergoes a qualifying termination of employment following a change in control of Sabre. |

  38. Alignment of 2024 Director Plan with Stockholders’ Interests

    | • | 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. |

  39. Executive Summary

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

  40. Executive Summary

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

  41. Executive Summary

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

  42. Executive Summary

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

  43. Executive Summary

    | • | 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. |

  44. Executive Summary

    | • | Long-term equity ownership. Provide opportunities, consistent with the interests of our stockholders, for executive officers to accumulate and hold a significant equity stake in the organization, including through performance-based equity awards, if we achieve our strategic and growth objectives. |

  45. Executive Summary

    | ✓ IndependentCompensation Committee consultant. The Compensation Committee has engaged a compensation consultant to assist with the review and analysis of our executive compensation program | X No pension plans. We do not currently offer, nor do we have plans to provide, supplemental pension arrangements or defined benefit pension plans to our executive officers |

  46. Compensation Philosophy and Principles

    | • | 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. |

  47. 2023 Total Direct Compensation Mix

    2023 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 the 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.

  48. 2023 Total Direct Compensation Mix

    In addition, the Compensation Committee believes that Mr. Ekert’s target incentive compensation for 2023 was comprised of an appropriate mix of long-term elements (PSU and RSU awards) and short-term elements (an annual cash incentive target), consistent with our emphasis on pay-for-performance:

  49. Compensation-Setting Process

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

  50. Compensation-Setting Process

    | • | Assisted in the review of our compensation peer group. |

  51. Compensation-Setting Process

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

  52. Compensation-Setting Process

    Competitive Positioning At least annually, the Compensation Committee reviews competitive market data for comparable executive positions in the market as one factor for determining the structure of our executive compensation program and establishing target compensation levels for our executive officers, including our named executive officers. In December 2022, the Compensation Committee, with the assistance of Korn Ferry, updated the compensation peer group to be used as a reference for purposes of its deliberations on our 2023 executive compensation program. As part of this review, the Compensation Committee noted that 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.

  53. Compensation-Setting Process

    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, consisting of the following companies:

  54. Compensation-Setting Process

    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 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 target a specific marketing position for our executive officers’ 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 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 2023, the Compensation Committee, with the assistance of Korn Ferry, updated the compensation peer group to be used as a reference for purposes of its deliberations on our 2024 executive compensation program. As part of this review, the Compensation Committee considered the primary and secondary selection criteria described above. Based on this review, the Compensation Committee added

  55. Compensation-Setting Process

    | • | 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. |

  56. Compensation-Setting Process

    | • | 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. |

  57. Compensation-Setting Process

    | • | Long-Term Incentive Compensation Vesting. Our long-term equity-based incentives include multi-year vesting requirements. These long-term incentive programs complement our annual cash incentive compensation plan and include awards that are earned and pay out upon meeting specific performance objectives. |

  58. Compensation-Setting Process

    | • | Capped Annual Cash Incentive and PSU Awards. Awards in 2023 under the annual cash incentive compensation plan and grants of PSU awards were capped at 150% and 200%, respectively, of the target award level. See “—Compensation Elements of Total Direct Compensation—Annual Incentive Compensation” below for information regarding the payout under our annual cash incentive program. |

  59. Compensation Elements of 2023 Total Direct Compensation

    | 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 | PSU awards | Supports achievement of our long-term strategic and financial objectives and creates an incentive to deliver stockholder value | | | RSU awards | Aligns long-term goals of seeking stock price appreciation and executive retention, creating an incentive to deliver stockholder value and to achieve our long-term strategic and financial objectives |

  60. Compensation Elements of 2023 Total Direct Compensation

    In connection with his transition to serve solely as Executive Chair of the 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 an assessment of competitive market data and each executive officer’s contributions towards meeting our financial objectives, as well as the objective of moving certain executives’ base salaries closer to the median of the competitive market for similarly situated executives at the companies in our compensation peer group. Following its review, the Compensation Committee determined that, given the ongoing focus on 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 2023 are set forth in the “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.

  61. Compensation Elements of 2023 Total Direct Compensation

    Annual Cash Incentive Target For purposes of the 2023 EIP, the annual cash incentive target for each of our eligible executive officers, including our named executive officers, was expressed as a percentage of his or her base salary during 2023 and was as follows:

  62. Compensation Elements of 2023 Total Direct Compensation

    | Named Executive Officer | 2023 Cash Incentive Target (as a percentage of base salary) | Potential Payout | | Kurt Ekert(1) | 135% | 0% to 150% of target | | Michael Randolfi | 90% | 0% to 150% of target | | Ann Bruder | 85% | 0% to 150% of target | | Roshan Mendis | 85% | 0% to 150% of target | | Shawn Williams | 85% | 0% to 150% of target | | David Moore | 85% | 0% to 150% of target |

  63. Compensation Elements of 2023 Total Direct Compensation

    | (1) In connection with his promotion to CEO, Mr. Ekert’s cash incentive target was increased from 125% to 135%, effective April 27, 2023, and his cash incentive payment for 2023 was prorated to reflect this increase, as described below. |

  64. Compensation Elements of 2023 Total Direct Compensation

    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 targets were established by the Compensation Committee based on its consideration of various factors such as each executive officer’s contribution towards meeting our financial objectives, the executive officer’s qualifications, knowledge, experience, tenure, and scope of responsibilities, the executive officer’s past performance as against individual goals, the executive officer’s future potential, the recommendations of our CEO (with respect to the other executive officers), competitive market data and practices, our desired compensation position with respect to the competitive market, internal equity, and external factors. Corporate Performance Measures and Weights The Compensation Committee approved the following 2023 EIP performance measures for our named executive officers:

  65. Compensation Elements of 2023 Total Direct Compensation

    | 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 |

  66. Compensation Elements of 2023 Total Direct Compensation

    | Named Executive Officer(1) | 2023 Cash Incentive Target | 2023 Cash Incentive Payment | 2023 Cash Incentive Payment as a Percentage of Cash Incentive Target | | 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 | — | — |

  67. Compensation Elements of 2023 Total Direct Compensation

    | (1) Mr. Ekert’s 2023 cash incentive target is prorated to reflect the increase in his cash incentive target in connection with his promotion to CEO. Ms. Bruder’s cash incentive target is prorated to reflect her hire date of May 1, 2023. Mr. Menke’s cash incentive target is prorated to reflect his service as CEO prior to his transition to Executive Chair. Mr. Moore was not paid a 2023 annual cash incentive as a result of his departure from Sabre. |

  68. Compensation Elements of 2023 Total Direct Compensation

    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 paid to our named executive officers for 2023 are included in the “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,

  69. Compensation Elements of 2023 Total Direct Compensation

    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. 2023 Equity Awards The Compensation Committee approved equity awards to our named executive officers, which were granted on May 15, 2023. For 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 PSU award and a RSU award for an equal number of shares of our common stock. The following annual equity awards were granted in May 2023:

  70. Compensation Elements of 2023 Total Direct Compensation

    | Named Executive Officer | 2023 Total Equity Award Value | 2023 Amount of PSU Award | 2023 Amount of RSU 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 |

  71. Compensation Elements of 2023 Total Direct Compensation

    The PSUs granted in May 2023 have the potential to earn up to 200% of the target number of PSUs based on our actual performance against our Free Cash Flow measured for each of 2023, 2024 and 2025 in each of the three years against the Free Cash Flow metric established for that year. The Committee believes that the three one-year goals help to provide an effective incentive for management in a turnaround situation. As described below, the Free Cash Flow metrics for each year were established in May 2023. The PSUs granted in May 2023 utilize Free Cash Flow as the performance measure. The Compensation Committee selected Free Cash Flow as a performance measure, given the focus 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 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 targets for each of the three years were established in May 2023 and based on our multi-year outlook. One-third of the grant is at risk each calendar year during the measurement period, and the executive officer will bank shares based on our Free Cash Flow performance for that year. The final aggregate award is subject to a TSR modifier, based on our common stock’s price relative performance to the 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 TSR modifier will increase or decrease the number of PSUs earned by 10%, subject to a maximum overall payout of 200%. If our common stock’s relative performance compared to

  72. Compensation Elements of 2023 Total Direct Compensation

    this 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 number 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 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. 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 a sustainable manner, and it excluded the effect of the capitalized interest to Free Cash Flow to neutralize its benefit for calculating the EIP. See Appendix D for additional information on Free Cash Flow, including a non-GAAP to GAAP reconciliation. In 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 2024 and 2025 tranches of the PSU awards granted will be 0%. As noted above, these PSUs will vest on May 15, 2026, subject to the named executive officer’s continued employment through this vesting date, and the final aggregate award is subject to the application of the TSR modifier described above.

  73. Compensation Elements of 2023 Total Direct Compensation

    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. The Compensation Committee believes that the 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. In connection with his transition to serve solely as Executive Chair of the Board, on May 15, 2023, Mr. Menke received a one-time equity award of time-based restricted stock units 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 market data related to the position, as well 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 Employment Agreements and Offer Letters” for additional information. For additional information on these equity awards, see the “2023 Summary Compensation Table” and the “2023 Grants of Plan-Based Awards Table” below. 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. 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 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 an annual allowance of up to $13,000 per year, which can be applied towards items such as financial planning benefits, an annual physical program, tax 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 the United Kingdom, as well as additional tax assistance under our program made available to 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.

  74. 2024 Executive Compensation Program

    | • | Annual cash incentive framework. For our executive officers, including our CEO and CFO, the performance measures for 2024 under our annual cash EIP will be based on Adjusted EBITDA (100% of funding formula), with a Free Cash Flow modifier that could increase or reduce the payout by 10%, subject to a maximum overall payout of 200%. To the extent that the payout requirements are met, the 2024 annual cash incentive is expected to be paid in March 2025. |

  75. 2024 Executive Compensation Program

    | • | Long-term incentive awards. We approved in March 2024 the design of the long-term incentive awards that are expected to be granted in May 2024 (subject to approval of the 2024 Omnibus Plan). These awards are expected to be divided into a grant consisting of PSUs (50%) and RSUs (50%), as discussed below. |

  76. 2024 Executive Compensation Program

    | • | 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 the executive officer will bank shares based on our Free Cash Flow performance for that year. The final aggregate award is subject to a TSR modifier based on our common stock price relative performance to the S&P Composite 1500 Information Technology index over the three-year measurement period from January 1, 2024 to December 31, 2026, which can increase or decrease the aggregate number of PSUs earned by 10%, subject to a maximum overall payout of 200%. |

  77. 2024 Executive Compensation Program

    | • | RSUs. The design of the RSUs approved in March 2024 provides that the RSUs will vest ratably on an annual basis over three years, subject to the named executive officer’s continued employment through the applicable vesting date. |

  78. Employment Agreements and Offer Letters

    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

  79. Employment Agreements and Offer Letters

    | Sabre Corporation 2024 Proxy Statement | | | 81 |

  80. Employment Agreements and Offer Letters

    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.

  81. Post-Employment Compensation

    Post-Employment Compensation 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. 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).

  82. Other Compensation Policies and Programs

    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 June 1 (or if that day is not a business day, the first business day immediately preceding that date). Shares of our common stock that count towards satisfaction of the guidelines 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 market 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 result of the exercise, vesting, or payment of any equity awards granted to him or her. Our executive officers and the non-employee members of our Board of Directors are required to meet these ownership requirements within five years of becoming an executive officer

  83. Other Compensation Policies and Programs

    or non-employee member of our Board of Directors, as applicable. These individuals are expected to continuously own sufficient shares to satisfy the applicable guideline once attained for as long as they remain subject to the guidelines. 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 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 as specified in the policy. The policy applies to any current or former Section 16 officer during a three-year look-back period. Derivatives Trading and Hedging and Pledging Policies We have adopted a general Insider Trading Policy which provides that employees who are recipients of equity grants, as well as individuals who 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 provided 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 election of the new 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. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the compensation paid to, received by, or earned during fiscal years 2023, 2022, and 2021 by our named executive officers:

  85. 2023 Summary Compensation Table

    | 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 |

  86. 2023 Summary Compensation Table

    | (1) Mr. Ekert was elected Chief Executive Officer and President effective as of April 27, 2023; he previously served as President. Mr. Menke served as Chair of the Board and Chief Executive Officer until April 27, 2023, when he transitioned to serve solely as Executive Chair of the Board. 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. |

  87. 2023 Summary Compensation Table

    | (2) For 2023, represents (a) 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, (b) a cash sign-on bonus for Ms. Bruder, and (c) 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. |

  88. 2023 Summary Compensation Table

    | (3) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of the stock-based awards granted to our named executive officers in the years indicated, as computed in accordance with ASC Topic 718, disregarding the impact of estimated forfeitures. The assumptions used in calculating the grant date fair value of these stock-based awards are set forth in Note 15, Equity-Based Awards, to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Note that the amounts reported in this column reflects the accounting cost for these stock-based awards, and do not correspond to the actual economic value that may be received by our named executive officers from these awards. The value on the date of grant of the PSUs granted on May 15, 2023, using our closing stock price on that date of $3.48 and assuming that the highest level of the performance conditions were achieved, would |

  89. 2023 Summary Compensation Table

    | Sabre Corporation 2024 Proxy Statement | | | 87 |

  90. 2023 Summary Compensation Table

    | have been $5,500,000, $2,000,000, $1,500,000, $1,500,000, $1,800,000, and $1,500,000 for Mr. Ekert, Mr. Randolfi, Ms. Bruder, Mr. Mendis, Mr. Williams, and Mr. Moore, respectively. Amounts in 2023 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. In addition, Mr. Menke’s change in position from Chief Executive Officer was deemed to result in a modification of his outstanding awards under GAAP (notwithstanding that there was no change to the terms of his awards); however, because there was a reduction in the amount of previously recognized stock compensation expense due to the reduction in the stock price in connection with this deemed modification, no incremental fair value was recognized with respect to these awards and is therefore not included in the “Stock Awards” column with respect to these awards. As previously disclosed, given the significant impact of the COVID-19 pandemic on our financial results in 2021, in March 2021, the Compensation Committee replaced performance metrics for PSUs with 2021 and/or 2022 performance periods that were granted prior to 2021, with performance metrics based on 2021 criteria. No associated accounting charge was taken with respect to these modifications that occurred in 2021, and therefore no charge is reflected in the “Stock Awards” column for 2021 with respect to these modified awards. Amounts with respect to 2021 also represent the incremental grant date fair value above the grant date fair value reported with respect to 2020 for awards granted on March 15, 2020 due to the modifications that occurred in 2020. |

  91. 2023 Summary Compensation Table

    | (4) The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the amounts paid to our named executive officers for the years indicated pursuant to the EIP. For a discussion of this plan, see “ —Compensation Elements of Total Direct Compensation—Annual Incentive Compensation.” In addition, for 2021, amounts reported in this column also represent payment of the 2020 long-term performance-based cash incentive award. |

  92. 2023 Summary Compensation Table

    | (5) 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. |

  93. 2023 Summary Compensation Table

    | Name | 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 | 2023 | $757 | — | $12,535 | — | $9,900 | — | — | $148,832 | $172,024 | | | 2022 | $757 | $3,873 | $6,900 | $70,950 | $8,717 | $33,598 | — | $31,687 | $156,482 | | Michael Randolfi | 2023 | $655 | — | $7,897 | — | $16,500 | $30 | — | $52,843 | $77,925 | | | 2022 | $225 | — | $10,108 | $54,367 | $6,500 | $14,612 | — | — | $85,812 | | Ann Bruder | 2023 | $410 | — | — | — | $19,800 | — | — | $2,000 | $22,210 | | Roshan Mendis | 2023 | — | — | $15,853 | — | $48,767 | — | — | $78,774 | $143,395 | | | 2022 | — | — | $25,234 | — | $33,408 | $102 | — | $14,538 | $73,282 | | | 2021 | $504 | — | — | — | $17,100 | $33,878 | | $1,728,272 | $1,779,754 | | Shawn Williams | 2023 | $524 | $15,000 | — | — | $19,800 | $30 | — | $19 | $35,373 | | Sean Menke | 2023 | $1,008 | $5,000 | $14,947 | — | $19,800 | — | — | — | $40,755 | | | 2022 | $1,008 | $3,466 | $11,275 | — | $18,300 | $30 | — | $19 | $34,098 | | | 2021 | $983 | — | $5,020 | — | $17,100 | $201 | — | $310 | $23,614 | | David Moore | 2023 | $281 | — | $2,610 | — | $16,705 | $30 | $1,611,350 | $10 | $1,630,986 | | | 2022 | $548 | $4,480 | — | — | $18,300 | $30 | — | $19 | $23,377 |

  94. 2023 Summary Compensation Table

    | (a) For 2023, represents a tax gross up for amounts paid in connection with a years-of-service award received by Messrs. Randolfi, Williams, and Moore as described in note (c). |

  95. 2023 Summary Compensation Table

    | (b) Represents a severance payment pursuant to the Executive Severance Plan. See “Potential Payments upon a Termination or Change in Control—Summary of Estimated Payments and Benefits” for additional information. |

  96. 2023 Summary Compensation Table

    | (c) For 2023, amounts represent (a) a years-of-service award received by Messrs. Randolfi, Williams and Moore, (b) an employee referral payment received by Ms. Bruder, (c) value of a President’s Club sales incentive award in the amount of $21,593, a UK car allowance of $15,296, and expatriate tax assistance of $41,885 provided to Mr. Mendis; the latter two items are in connection with Mr. Mendis’ service in the UK, and (d) commuting expenses, including the value of temporary housing assistance, of $148,832 and $52,833 for Messrs. Ekert and Randolfi, respectively. |

  97. 2023 Summary Compensation Table

    | 88 | | | Sabre Corporation 2024 Proxy Statement |

  98. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table sets forth, for each of our named executive officers, the plan-based awards granted during 2023.

  99. 2023 Grants of Plan-Based Awards Table

    | Name | Grant Type | Grant Date | Approval Date(1) | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (Target) ($) | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (Maximum) ($) | Estimated Future Payouts Under Equity Incentive Plan Awards (Target) (#) | Estimated Future Payouts Under Equity Incentive Plan Awards (Maximum) (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Kurt Ekert | Annual cash incentive(2) | | | $1,126,808 | $1,690,212 | | | | | | Performance-based RSU(3) | 05/15/2023 | 02/23/2023 | | | 790,230 | 1,580,460 | $3,579,742 | | | Time-based RSU(5) | 05/15/2023 | 02/23/2023 | | | 790,230 | 790,230 | $2,750,000 | | Michael Randolfi | Annual cash incentive(2) | | | $585,000 | $877,500 | | | | | | Performance-based RSU(3) | 05/15/2023 | 04/26/2023 | | | 287,356 | 574,712 | $1,301,723 | | | 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 | | | | | | Performance-based RSU(3) | 05/15/2023 | 03/02/2023 | | | 215,517 | 431,034 | $976,292 | | | Time-based RSU(5) | 05/15/2023 | 03/02/2023 | | | 215,517 | 215,517 | $749,999 | | Roshan Mendis | Annual cash incentive(2) | | | $517,421 | $776,132 | | | | | | Performance-based RSU(3) | 05/15/2023 | 03/02/2023 | | | 215,517 | 431,034 | $976,292 | | | 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 | | | | | | 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 | Annual cash incentive(2) | | | $476,712 | $715,068 | | | | | | Time-based RSU(6) | 05/15/2023 | 02/23/2023 | | | 574,713 | 574,713 | $2,000,000 | | David Moore | Annual cash incentive(2) | | | $470,334 | $705,501 | | | | | | Performance-based RSU(3) | 05/15/2023 | 03/02/2023 | | | 215,517 | 431,034 | $976,292 | | | Time-based RSU(5) | 05/15/2023 | 03/02/2023 | | | 215,517 | 215,517 | $749,999 |

  100. 2023 Grants of Plan-Based Awards Table

    | (1) Date of Compensation Committee approval of the reported awards. |

  101. 2023 Grants of Plan-Based Awards Table

    | (2) The amounts reported reflect the target and maximum annual cash incentive targets payable to our named executive officers under the 2023 EIP as approved by the Compensation Committee in March 2023. 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 the amounts reported reflect this related proration. See “Compensation Elements of 2023 Total Direct Compensation—Annual Incentive Compensation” for additional information. |

  102. 2023 Grants of Plan-Based Awards Table

    | (3) These PSUs were granted under the 2023 Omnibus Plan to our named executive officers and will vest on May 15, 2026, subject to the named executive officer’s continued employment through such vesting date. The total number of units eligible to be earned ranges from 0% to 200% of the number of units granted based on our actual performance in each of the three years against the Free Cash Flow metric established for that year. One- third of the grant is at risk each calendar year during the measurement period, and the executive officer will bank shares based on our Free Cash Flow performance for that year. The final aggregate award is subject to a TSR modifier based on our common stock’s price relative performance to the S&P Composite 1500 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%. See “Compensation Elements of 2023 Total Direct Compensation—Long-Term Incentive Compensation—2023 Equity Awards” for additional information. |

  103. 2023 Grants of Plan-Based Awards Table

    | Sabre Corporation 2024 Proxy Statement | | | 89 |

  104. 2023 Grants of Plan-Based Awards Table

    | (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. |

  105. 2023 Grants of Plan-Based Awards Table

    | (5) These restricted stock unit awards were granted under the 2023 Omnibus Plan and vest as to one-third of the shares of our common stock on each of the three anniversaries of the date of grant, subject to the named executive officer’s continued employment through each vesting date. |

  106. 2023 Grants of Plan-Based Awards Table

    | (6) This restricted stock unit award was granted under the 2023 Omnibus Plan and vests 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. |

  107. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 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, 2023.

  108. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Date of Grant of Equity Award | Option Awards— Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Option Awards— Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Awards— Option Exercise Price ($) | Option Awards— Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 |

  109. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | 90 | | | Sabre Corporation 2024 Proxy Statement |

  110. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Date of Grant of Equity Award | Option Awards— Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Option Awards— Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Awards— Option Exercise Price ($) | Option Awards— Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 | | |

  111. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Each option to purchase shares of our common stock (i) granted in 2014 through May 2016 was pursuant to the 2014 Omnibus Plan, (ii) granted from May 2016 through April 2019 was pursuant to the 2016 Omnibus Plan, and (iii) granted after April 2019 was pursuant to the 2019 Omnibus Plan. |

  112. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Each RSU award covering shares of our common stock (i) granted from May 2016 through April 2019 was pursuant to the 2016 Omnibus Plan, (ii) granted from May 2019 through April 2021 was pursuant to the 2019 Omnibus Plan, (iii) granted from May 2021 through April 2023 after April 2021 was pursuant to the 2021 Omnibus Plan; and (iv) granted after April 2023 was pursuant to the 2023 Omnibus Plan. |

  113. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (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 one-half vest annually in three equal tranches, beginning in March 2022, subject to the named executive officer’s continued employment through the applicable vesting date. The total number of units eligible to be earned could range from 0% to 150% of the number of units granted, depending on the degree to which we achieved expense reduction and Adjusted Free Cash Flow targets for 2021. If we did not achieve a minimum expense reduction threshold for 2021, none of the PSUs would have vested. If this threshold requirement was met, then 50% to 100% of the target award vested as specified above based on our expense reductions for 2021. Thereafter, 100% to 150% of the target award vested as specified above based on the extent to which we exceeded an Adjusted Free Cash Flow target for 2021. In addition, given the ongoing significant impact of the COVID-19 pandemic on our financial results in 2021, in March 2021, the Compensation Committee established performance metrics for PSUs with 2021 and/or 2022 performance periods that were awarded prior to or during 2021 and replaced performance metrics for PSUs with 2021 and/or 2022 performance periods that were granted prior to 2021, with performance metrics based on 2021 criteria; however, the vesting dates of these awards did not change. In March 2022, the Compensation Committee evaluated our achievements regarding the 2021 performance criteria, and the Committee reduced the payout for outstanding PSUs with 2021 performance periods to 125% of target. |

  114. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Sabre Corporation 2024 Proxy Statement | | | 91 |

  115. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) The PSU awards granted on March 15, 2022 and to Mr. Randolfi on September 15, 2022 under the 2021 Omnibus Plan vest on the third anniversary of the date of grant, subject to each named executive officer’s continued employment through each such vesting date, with the total number of units eligible to be earned for each tranche ranging from 0% to 200% of the number of units in that tranche, depending on the degree to which we achieve our Adjusted Free Cash Flow target level measured for 2024, with a TSR modifier based on our common stock’s price relative performance to the S&P Composite 1500 Information Technology index over the three-year measurement period from January 1, 2022 to December 31, 2024, which can increase or decrease the number of PSUs earned by 10%, subject to a maximum overall payout of 200%. |

  116. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) The PSU awards granted on May 15, 2023 under the 2023 Omnibus Plan vest on the third anniversary of the date of grant, subject to each named executive officer’s continued employment through each such vesting date, with the total number of units eligible to be earned for each tranche ranging from 0% to 200% of the number of units in that tranche, depending on the degree to which we achieve our Adjusted Free Cash Flow target level measured for each of 2023, 2024 and 2025, with a TSR modifier based on our common stock’s price relative performance to the S&P Composite 1500 Information Technology index over the three-year measurement period from January 1, 2023 to December 31, 2025, which can increase or decrease the number of PSUs earned by 10%, subject to a maximum overall payout of 200%. See “Long-Term Incentive Compensation—2023 Equity Awards” for additional information on the calculation of Free Cash Flow. |

  117. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) These RSUs vest as to one-third of the shares of our common stock on each of the three anniversaries of the date of grant, subject to the named executive officer’s continued employment through each vesting date. |

  118. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (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. |

  119. 2023 Option Exercises and Stock Vested Table

    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 PSUs and RSUs during the year ended December 31, 2023. There were no options exercised by the named executive officers during the year ended December 31, 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.

  120. 2023 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Kurt Ekert | 52,137 | $209,591 | | Michael Randolfi | 36,390 | $168,122 | | Ann Bruder | — | — | | Roshan Mendis | 105,003 | $422,112 | | Shawn Williams | 178,565 | $759,956 | | Sean Menke | 649,940 | $2,612,759 | | David Moore | 83,246 | $334,649 |

  121. 2023 Option Exercises and Stock Vested Table

    | 92 | | | Sabre Corporation 2024 Proxy Statement |

  122. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table The following table sets forth information concerning nonqualified deferred compensation activity for our named executive officers during 2023:

  123. 2023 Nonqualified Deferred Compensation Table

    | Name(1) | Plan | Executive Contributions in 2023 ($)(2) | Aggregate Earnings in 2023 ($) | Aggregate Withdrawals/ Distributions | Aggregate Balance at December 31, 2023 ($)(3) | | David Moore | Executive Deferred Compensation Plan | $200,751 | $(279,768) | — | $958,197 |

  124. 2023 Nonqualified Deferred Compensation Table

    | (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. |

  125. 2023 Nonqualified Deferred Compensation Table

    | (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. |

  126. 2023 Nonqualified Deferred Compensation Table

    | (3) Based on the closing price of our common stock as of December 29, 2023. |

  127. 2023 Nonqualified Deferred Compensation Table

    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.

  128. Potential Payments upon Termination or Change in Control

    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, 2023 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

  129. Potential Payments upon Termination or Change in Control

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  130. Potential Payments upon Termination or Change in Control

    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 held. For more information about our named executive officers outstanding equity awards as of December 31, 2023, see “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:

  131. Potential Payments upon Termination or Change in Control

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

  132. Potential Payments upon Termination or Change in Control

    | • | 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. |

  133. Potential Payments upon Termination or Change in Control

    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.

  134. Potential Payments upon Termination or Change in Control

    | 96 | | | Sabre Corporation 2024 Proxy Statement |

  135. Potential Payments upon Termination or Change in Control

    Our CEO has been designated as a Level 1 Employee, and Sabre’s Executive Vice Presidents have 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 2023 Omnibus Plan, in the event of a termination of employment:

  136. Potential Payments upon Termination or Change in Control

    | • | 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 |

  137. Potential Payments upon Termination or Change in Control

    | • | 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). |

  138. Potential Payments upon Termination or Change in Control

    Further, under our 2014 Omnibus Plan, our 2016 Omnibus Plan, our 2019 Omnibus Plan, our 2021 Omnibus Plan, and our 2023 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 2023 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 2023 grant agreements under the 2023 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 of Sabre (for a one-year period under the terms of the 2023 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”:

  139. Potential Payments upon Termination or Change in Control

    | • | 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 |

  140. Potential Payments upon Termination or Change in Control

    | • | 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. |

  141. Potential Payments upon Termination or Change in Control

    In the event of the “retirement” of the executive officer, (1) the terms of the 2023 PSU grant agreements under the 2023 Omnibus Plan provide that any eligible 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 on the applicable vesting date, and (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 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

  142. Potential Payments upon Termination or Change in Control

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  143. Potential Payments upon Termination or Change in Control

    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 2023 grant agreements under the 2023 Omnibus Plan provide 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%. 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, 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, 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, 2023 and assuming a stock price of $4.40 per share, the closing price of a share of our common stock on the Nasdaq Stock Market on December 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.

  144. Potential Payments upon Termination or Change in Control

    | 98 | | | Sabre Corporation 2024 Proxy Statement |

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

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

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

    | Name and Triggering Event(1) | Severance or Multiple of Salary and Bonus(2) | Valuation of Equity Vesting Acceleration Assuming Cash-Out/ Payment of Long-Term Cash Incentive(3) | Value of Other Benefits(4) | Total | | Kurt Ekert | | | | | | Involuntary termination not in connection with change in control | $4,473,000 | — | $38,163 | $4,511,163 | | Involuntary termination in connection with change in control(5)(6) | $4,473,000 | $8,556,073 | $38,163 | $13,067,236 | | Retirement | — | — | — | — | | Death | — | $8,556,073 | $1,501,000 | $10,057,073 | | Disability | — | — | $540,000 | $540,000 | | Michael Randolfi | | | | | | Involuntary termination not in connection with change in control | $1,940,250 | — | $37,922 | $1,978,172 | | Involuntary termination in connection with change in control(5)(6) | $1,940,250 | $3,329,313 | $37,922 | $5,307,485 | | Retirement | — | — | — | — | | Death | — | $3,329,313 | $1,300,000 | $4,629,313 | | Disability | — | — | $500,000 | $500,000 | | Ann Bruder | | | | | | Involuntary termination not in connection with change in control | $1,741,500 | — | $38,508 | $1,780,008 | | Involuntary termination in connection with change in control(5)(6) | $1,741,500 | $1,896,550 | $38,508 | $3,676,558 | | Retirement | — | — | — | — | | Death | — | $1,896,550 | $1,200,000 | $3,096,550 | | Disability | — | — | $1,980,020 | $1,980,020 | | Roshan Mendis | | | | | | Involuntary termination not in connection with change in control | $1,769,338 | — | $47,032 | $1,816,370 | | Involuntary termination in connection with change in control(5)(6) | $1,769,338 | $2,798,426 | $47,032 | $4,614,796 | | Retirement | — | — | — | — | | Death | — | $2,798,426 | $2,499,549 | $5,297,975 | | Disability | — | — | $468,665 | $468,665 | | Shawn Williams | | | | | | Involuntary termination not in connection with change in control | $1,509,300 | — | $37,576 | $1,546,876 | | Involuntary termination in connection with change in control(5)(6) | $1,509,300 | $3,177,742 | $37,576 | $4,724,618 | | Retirement | — | — | — | — | | Death | — | $3,177,742 | $1,040,000 | $4,217,742 | | Disability | — | — | $1,048,000 | $1,048,000 | | Sean Menke | | | | | | Involuntary termination for cause not in connection with change in control | — | — | — | — | | Involuntary termination in connection with change in control(5)(6) | — | $7,343,767 | $34,568 | $7,378,335 | | Retirement | — | — | — | — | | Death | — | $7,343,767 | $2,000,000 | $9,343,767 | | Disability | — | — | $1,640,000 | $1,640,000 |

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

    | (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, 2023 for each of the following reasons: a termination of |

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

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

    | 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 following a change in control of Sabre; retirement; death; or disability. The calculations are based on the closing price of our common stock on December 29, 2023 of $4.40 per share. |

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

    | (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, 2023. |

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

    | (3) For purposes of this analysis, assumes the following award information: |

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

    | • | 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. |

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

    | • | 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. |

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

    | • | 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. |

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

    | • | 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. |

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

    | • | 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. |

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

    | • | 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. |

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

    | (4) For an involuntary termination of employment, amount includes the value of COBRA benefits and a $15,000 value for outplacement services. For death and disability, amount represents the payment of benefits under Sabre’s group life insurance plan, accidental death and disability plan, or long-term disability plan, as applicable (which are available to all U.S. salaried employees). |

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

    | (5) The change-in-control calculations assume that on December 31, 2023 (1) a change in control of Sabre occurred and (2) the employment of each of the named executive officers was terminated without “cause.” |

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

    | (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 (1) have his or her payments reduced to the extent necessary to avoid the excise tax or (2) receive the full payment and be subject to the excise tax, whichever results in a better net after-tax benefit to such named executive officer. |

  161. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our employees (other than our CEO) and the annual total compensation of our CEO, Kurt Ekert. For 2023:

  162. CEO Pay Ratio

    | • | the annual total compensation of our median employee was $62,443, and |

  163. CEO Pay Ratio

    | • | the annual total compensation of our CEO, as reported in the 2023 Summary Compensation Table, was $8,480,690. |

  164. CEO Pay Ratio

    | 100 | | | Sabre Corporation 2024 Proxy Statement |

  165. CEO Pay Ratio

    Based on this information, for 2023 we estimate the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 136 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:

  166. CEO Pay Ratio

    | • | We reviewed our employee population, consisting of full-time, part-time, and temporary employees as of November 1, 2023, for us and our consolidated subsidiaries. We selected this date, which is within the last three months of 2023, as the date upon which we would identify the “median employee” to allow sufficient time to identify that employee given the global scope of our operations. |

  167. CEO Pay Ratio

    | • | As of November 1, 2023, we had approximately 6,343 employees, of which 1,783 were located in the U.S. and 4,560 were located outside of the U.S. Due to the complexity in obtaining their compensation information, we have excluded 302 employees (less than 5% of our total workforce) located in 42 countries from the determination of the median employee. All of the 302 employees in these 42 countries were excluded. A list of included and excluded countries, as well as the approximate number of employees in each of these countries, is included in Appendix E. |

  168. CEO Pay Ratio

    | • | Due to the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. Consequently, to identify the “median employee” from our employee population, we compared base salary or wages as the most appropriate measure of compensation. In making this determination, we annualized the compensation of all permanent employees who were hired in 2023 but did not work for us or our consolidated subsidiaries for the entire year. |

  169. CEO Pay Ratio

    | • | Once we identified our “median employee,” we identified and calculated the elements of this employee’s total compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $62,443. |

  170. CEO Pay Ratio

    | Sabre Corporation 2024 Proxy Statement | | | 101 |

  171. TABLE

    | (6) Adjusted EBITDA represents, in Sabre’s assessment, the most important financial measure used by Sabre to link compensation actually paid to Sabre’s named executive officers for the most recently completed fiscal year to Sabre. See Appendix D for additional information on Adjusted EBITDA, including a non-GAAP to GAAP reconciliation. For 2023, 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 2022, Adjusted |