DEF 14A of Sabre Corp, Mar 13, 2025

DEF 14A of Sabre Corp

Filed Mar 13, 2025 · FY20240001193125-25-053907

Open on EDGAR

  1. Information on Director Nominees

    Information on Director Nominees Information about the ten nominees for director is included below. The Nominating and Governance 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.

  2. 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 | • Audit Committee • Executive Committee • Technology Committee (chair) | ✓ | • 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 | | Kurt Ekert Chief Executive Officer and President, Sabre Corporation | • Executive Committee • 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 |

  3. Information on Director Nominees

    | 2 | | | Sabre Corporation 2025 Proxy Statement |

  4. Information on Director Nominees

    | Name and Occupation | Committee Roles | Independent | Experience Highlights | | Eric Kelly Chairman and CEO, Overland Tandberg Inc. | • Audit Committee • Technology Committee | ✓ | • Significant experience across the technology industry • Extensive senior executive leadership experience • Cybersecurity experience • Cloud software and infrastructure experience • Mergers and acquisition strategy and strategic business transformation experience • Audit Committee financial expert | | Gail Mandel Managing Director, Focused Point Ventures, LLC Chair of the Board, Sabre Corporation | • Compensation Committee • Executive Committee (chair) • Nominating and Governance Committee (chair) | ✓ | • 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 • As Chair of the Board, provides key strategic guidance to both our Board and management, and spends a significant amount of time engaging in matters related to our Board | | 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 Corporate Director | • Audit Committee • Technology Committee | ✓ | • Extensive financial leadership in the technology industry, including service as CFO • Background in business strategy and corporate development in technology • Audit Committee financial expert |

  5. Information on Director Nominees

    | Sabre Corporation 2025 Proxy Statement | | | 3 |

  6. Information on Director Nominees

    | Name and Occupation | Committee Roles | Independent | Experience Highlights | | John Scott Founder and Chairman, Park House | • Compensation Committee (chair) • Executive Committee • Nominating and Governance 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 • Nominating and Governance 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 | | Ashan Willy Chief Executive Officer, New Relic, Inc. | • Compensation Committee* • Technology Committee* | ✓ | • Leadership experience as CEO of a SaaS software platform company • Extensive leadership experience in sales, channel development, engineering, product management, customer success, and worldwide go-to-market strategy across global markets • Significant cybersecurity and technology experience |

  7. Information on Director Nominees

    | * Subject to election as a director. |

  8. 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 Nominating and Governance Committee, in consultation with our Chair of the Board. The Nominating and Governance 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 Nominating and Governance 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.

  9. 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 |

  10. Director Nominee Criteria and Process

    The Nominating and Governance Committee may receive recommendations for candidates for the Board of Directors from various sources, including our directors, management, and stockholders. In addition, the Nominating and Governance Committee currently retains, and may in the future periodically retain, a search firm to assist it in identifying and recruiting director candidates meeting the criteria specified by the Nominating and Governance Committee. The Nominating and Governance 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 Nominating and Governance Committee also recommends to the Board of Directors any new appointments and nominees for election as directors at our annual meetings of stockholders.

  11. Director Nominee Criteria and Process

    | Sabre Corporation 2025 Proxy Statement | | | 13 |

  12. Board Committees

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

  13. Board Committees

    | Director | Audit | Compensation | Nominating and Governance | Technology | Executive | | George Bravante, Jr. | Chair(1) | | | | Member | | Hervé Couturier | Member | | | Chair | Member | | Kurt Ekert | | | | Member | Member | | Eric Kelly | Member(1) | | | Member | | | Gail Mandel | | Member | Chair | | Chair | | Phyllis Newhouse | Member | | | Member | | | Elaine Paul | Member(1) | | | Member | | | Karl Peterson | | | | | | | John Scott | | Chair | Member | | Member | | Wendi Sturgis | | Member | Member | | |

  14. Board Committees

    | (1) Audit Committee financial expert. |

  15. Board Committees

    Mr. Willy is expected to serve on the Compensation Committee and the Technology Committee, if elected. Each of the committees operates under its own written charter adopted by the Board of Directors, each of which is available on the investor relations section of our website at investors.sabre.com. Ad hoc committees may also be designated under the direction of our Board of Directors when necessary to address specific issues. Audit Committee The Audit Committee assists the Board of Directors in the oversight of, among other things, the following items:

  16. Board Committees

    | • | the integrity of Sabre’s financial statements and internal control system, |

  17. Board Committees

    | • | the performance of Sabre’s internal audit function, |

  18. Board Committees

    | • | the annual independent audit of Sabre’s financial statements, |

  19. Board Committees

    | • | the engagement of the independent auditors and the evaluation of their qualifications, independence, and performance, |

  20. Board Committees

    | • | compliance with legal, regulatory, or stock exchange requirements, |

  21. Board Committees

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

  22. Board Committees

    | 16 | | | Sabre Corporation 2025 Proxy Statement |

  23. Board Committees

    | • | review of our cybersecurity and other information technology risks, controls, and procedures, including those related to the deployment of artificial intelligence, and |

  24. Board Committees

    | • | the evaluation of enterprise risk issues, including overseeing risks to Sabre related to the items listed above, and reviewing Sabre’s procedures with respect to risk management. |

  25. Board Committees

    The members of the Audit Committee are George Bravante, Jr. (Chair), Hervé Couturier, Eric Kelly, Phyllis Newhouse, and Elaine Paul. Each of these individuals is “independent,” as defined under Nasdaq rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors has determined that each director appointed to the Audit Committee is financially literate and that Messrs. Bravante and Kelly and Ms. Paul meet the criteria of the rules and regulations set forth by the SEC for an “audit committee financial expert.” The Audit Committee met eight times in 2024. Compensation Committee The Compensation Committee assists the Board of Directors in the oversight of, among other things, the following items:

  26. Board Committees

    | • | the operation of our executive compensation program, |

  27. Board Committees

    | • | the review and approval of the corporate goals and objectives relevant to the compensation of our CEO, the evaluation of his or her performance in light of those goals and objectives, and the determination and approval of his or her compensation based on that evaluation, competitive market data pertaining to compensation at companies determined by the Committee to be comparable, and such other factors as the Committee deems relevant, |

  28. Board Committees

    | • | the establishment and annual review of any stock ownership guidelines applicable to our executive officers and management, and the non-employee members of the Board of Directors, |

  29. Board Committees

    | • | the determination and approval of the compensation level (including base and incentive compensation) and direct and indirect benefits of our executive officers, |

  30. Board Committees

    | • | any recommendation to the Board of Directors regarding the establishment and terms of incentive-compensation and equity-based plans, and the administration of these plans, and |

  31. Board Committees

    | • | the evaluation and oversight risks to Sabre and its business implied by Sabre’s compensation program, taking into account Sabre’s business strategy. |

  32. Board Committees

    The members of the Compensation Committee are John Scott (Chair), Gail Mandel, and Wendi Sturgis, each of whom is “independent,” as defined under Nasdaq rules. The Compensation Committee met five times in 2024. Committee Consultant The Compensation Committee’s charter provides that the Compensation Committee has the authority to retain advisors, including compensation consultants, to assist in its work. The Compensation Committee believes that a compensation consultant can provide important market information and perspectives that can help it determine compensation programs that align with the objectives of our compensation philosophy and policies. Pursuant to its charter, prior to selecting a compensation consultant the Compensation Committee considers factors relevant to the independence of the individual advisors, as well as the independence of the advisors’ organization.

  33. Board Committees

    | Sabre Corporation 2025 Proxy Statement | | | 17 |

  34. Board Committees

    The Compensation Committee has engaged Korn Ferry, a national compensation consulting firm, to assist it with compensation matters. Korn Ferry also provides services to Sabre, including leadership development consulting services. The Compensation Committee reviews the amount of these services, and in 2024 they amounted to approximately $360,000. Korn Ferry reports directly to the Compensation Committee, and the Compensation Committee may replace Korn Ferry or hire additional consultants at any time. Korn Ferry attends Compensation Committee meetings and communicates with the Chair of the Compensation Committee, as well as other Compensation Committee members, between meetings from time to time. The Compensation Committee has assessed the independence of Korn Ferry taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of Nasdaq, and has concluded that no conflict of interest exists with respect to the work that Korn Ferry performs for the Compensation Committee. Compensation Policies and Practices Risk Assessment At the request of the Compensation Committee, Korn Ferry assessed the risk profile of Sabre’s executive compensation programs and management assessed the risk profile of Sabre’s other compensation programs. Based on these reviews, management and the Compensation Committee have concluded that Sabre’s compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse impact on Sabre. Nominating and Governance Committee The Nominating and Governance Committee assists the Board of Directors in the oversight of, among other things, the following items:

  35. Board Committees

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

  36. Board Committees

    | • | corporate governance principles applicable to Sabre, |

  37. Board Committees

    | • | leadership of the annual review of the Board of Directors’ performance, |

  38. Board Committees

    | • | risks to Sabre associated with corporate governance, including Board leadership structure, succession planning, and other related governance matters, and |

  39. Board Committees

    | • | environmental, social, and governance (ESG) matters applicable to Sabre. |

  40. Board Committees

    The members of the Nominating and Governance Committee are Gail Mandel (Chair), John Scott, and Wendi Sturgis. Each of these individuals is “independent,” as defined under Nasdaq rules. The Nominating and Governance Committee met five times in 2024. Technology Committee The Technology Committee assists the Board of Directors in the oversight of, among other things, the following items:

  41. Board Committees

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

  42. Board Committees

    | 18 | | | Sabre Corporation 2025 Proxy Statement |

  43. Board Committees

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

  44. Board Committees

    | • | the provision of advice to our senior technology management team with respect to existing trends in information technology and new technologies, applications, and systems, including artificial intelligence, and |

  45. Board Committees

    | • | in coordination with the Audit Committee, risks related to the quality and effectiveness of Sabre’s information technology security, data privacy, and disaster recovery capabilities. |

  46. Board Committees

    The members of the Technology Committee are Hervé Couturier (Chair), Kurt Ekert, Eric Kelly, Phyllis Newhouse, and Elaine Paul. The Technology Committee met four times in 2024. Executive Committee The Executive Committee’s principal function is to exercise, when necessary between meetings of the Board of Directors, certain of the Board of Directors’ powers and authority in the management of our business and affairs, and to act on behalf of the Board of Directors. The members of the Executive Committee are Gail Mandel (Chair), George Bravante, Jr., Hervé Couturier, Kurt Ekert, and John Scott. The Executive Committee did not meet in 2024.

  47. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  48. 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 ten members. The Board of Directors, upon the recommendation of the Nominating and Governance Committee, has recommended Ashan Willy for election to the Board of Directors. In addition, Mr. Peterson has notified us that he is retiring from the Board of Directors immediately prior to the Annual Meeting. We would like to thank Mr. Peterson for his many years of service and substantial contributions to the Board of Directors and Sabre. Following Mr. Peterson’s retirement, and if Mr. Willy is elected, 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 2026 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.

  49. Certain Information Regarding Nominees for Director

    Certain Information Regarding Nominees for Director The names of the nominees, their ages as of March 13, 2025, 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, 2020. All of the nominees are current directors standing for reelection.

  50. Certain Information Regarding Nominees for Director

    | 22 | | | Sabre Corporation 2025 Proxy Statement |

  51. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

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

    | | GEORGE R. BRAVANTE, JR. | Independent Director | | | Relevant Expertise • Experienced capital allocator and entrepreneur focused on brand and business growth. Mr. Bravante is the founder and president of Bravante Farm Capital, a farmland investor. He has spent the past 20 years building a vertically integrated farming business through intentional, carefully researched acquisitions of water-rich parcels of farmland. Mr. Bravante is also the co-founder and managing member of the general partner of Bravante-Curci Investors, an investment firm focusing on real estate in California. Prior to these roles, as CEO of American Real Estate Group, Mr. Bravante was responsible for the strategic management, restructuring and disposition of more than $20 billion in real estate-related assets. While he was President and Chief Operating Officer of Colony Advisors, he oversaw all aspects of the firm’s operations, including financial and asset management and property management and dispositions. | | | • Deep understanding of corporate finance and accounting developed over 40 years, starting in public accounting at Ernst & Whinney (now Ernst & Young), reinforced by his subsequent role overseeing all aspects of finance activities as CFO at RMB Realty, and further enhanced by his nearly three decades of experience managing Bravante-Curci Investors. Mr. Bravante’s extensive investment and strategic business knowledge qualifies him as an Audit Committee financial expert and enables him to provide crucial insight into Sabre’s reporting processes and internal controls as Chair of the Audit Committee. • Extensive and portfolio management experience. In his capacity as CEO of Bravante Farm Capital, Mr. Bravante has overseen the acquisition of over $175 million in agricultural assets. While at Colony Advisors, he acquired, managed, and sold a roughly $2 billion portfolio of apartment buildings, and as Chairman of the Board at ExpressJet, Mr. Bravante oversaw the company’s merger with SkyWest at a significant premium. Additionally, as CEO of American Real Estate Group, he was trusted with leading the managed liquidation of $15 billion in real estate assets of American Savings Bank. | | Director since: 2014 | | | Principal Occupation Co-founder of Bravante-Curci Investors, LP, Owner of Bravante Produce, and CEO of Pacific Agricultural Realty, LP | | | Age: 66 | | | Board Committees • Audit (Chair) • Executive | | | Skills and Qualifications • B2B Services • Travel | | | • Airline • ESG • Operations • Capital Markets • Risk and Strategy | Business Experience Highlights • Managing Partner, Bravante-Curci Investors, LP. (1996 – Present) • Founder and President, Bravante Farm Capital (2023 – Present) • CEO, Pacific Agricultural Realty (2004 – 2012) • President and COO, Colony Advisors, Inc. (1993 – 1996) • CEO, American Real Estate Group, Inc. (1993 – 1996) • CFO, RMB Realty (1987 – 1988) • Manager, Ernst & Whinney (1984 – 1987) Other Public Company Board Experience • KBS Growth & Income REIT, Inc. (2016 – 2024) • ExpressJet Holdings, Inc. (2004 – 2010; Chairman from 2005 – 2010) |

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

    | | HERVÉ COUTURIER | Independent Director | | | Relevant Expertise • Deep understanding of software and technology from over 40 years of technical experience dating back to his time as an engineer at IBM. During his tenure as a senior executive at SAP AG, a Germany-based multinational software company, his responsibilities included defining and delivering on the company’s entire technology product strategy, and he oversaw the release of new software to compose, execute, monitor, and evolve business processes at significantly faster rates than traditional software. Mr. Couturier’s product leadership and development experiences enable him to help Sabre shape its strategy and execute on its technology objectives, including in his capacity as Chair of the Technology Committee. • Proven track record in product development and strategy. In his current role as Managing Partner at Kerney Partners, a consulting firm specializing in software, Mr. Couturier advises private equity firms and software editors on generating increased shareholder value by making recommendations on P&L structure, strategy, R&D, and product life cycle. At Amadeus, an airline reservation systems provider, Mr. Couturier helmed an R&D team of 5,000 employees and led the development of highly responsive travel search engines and focused on the extraction of information from large databases. Mr. Couturier's significant experience in solutions strategy, product development and strategy, and business management at software-based companies arms him with crucial insights to share with our Board of Directors and management team. | | Director since: 2017 | • Innovative, results-driven leader. Mr. Couturier has contributed to strong financial performance throughout his career by anticipating technological trends and adjusting product strategy accordingly. He also oversaw the development of a cloud-based corporate travel solution in partnership with SAP AG to create a unified user interface and a simplified, integrated product offering for consumers. His leadership experience also includes serving as a director of SimCorp A/S from 2008 to 2022, of Infovista from 2016 to 2024, of Sportradar from 2018 to 2022, of Kyriba since 2019, of Odigo from 2021 to 2023, of Syspro since 2025, of Mint since 2022, and of Titanbay since 2024. | | Principal Occupation President, Kerney Partners | | | Age: 66 | | | Board Committees • Technology (Chair) • Audit • Executive | | | Skills and Qualifications • International • B2B Services • Travel • Technology | | | • Risk and Strategy | Business Experience Highlights | | | • Managing Partner, Kerney Partners (2017 – Present) • Executive Vice President, Head of R&D, Amadeus (2012 – 2016) • Senior roles, SAP AG (2010 – 2012) • Executive Vice President, Business Technologies and Research (2010 – 2012) • Executive Vice President, Technology Development (2008 – 2010) • Senior Vice President, Products (2002 – 2008) • Senior Vice President, Products, S1 (1999 – 2002) • Engineer, Manager, BU Manager, IBM (1982 – 1997) |

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

    | | KURT EKERT | Chief Executive Officer and President | | | Relevant Expertise • Extensive operating experience and deep familiarity with travel technology ecosystem. As President and CEO of Sabre, Mr. Ekert oversees all aspects of Sabre’s business and technology operations. During his five years as Chief Commercial Officer at Travelport, he transformed the product offerings and value propositions across all key channels, which delivered consistent growth and paved the way for its successful IPO in 2014. He started his career in the travel industry at Continental Airlines before holding various executive positions with Orbitz and Gulliver’s Travel Associates, both subsidiaries of Cendant Corporation before its break-up. • Proven track record in leading transformational and modernization initiatives. First as President and then CEO at Sabre, Mr. Ekert has led new growth and transformation strategies, including Sabre’s technology transformation objectives and initiating a reorganization of the Travel Solutions business. Prior to joining Sabre, he served as CEO of CWT, a business travel and conferences management company, where he engineered a digital transformation while delivering significant growth, highlighted by $7 billion of new business gains over the course of his tenure. | | Director since: 2023 | • Extensive boardroom and governmental experience in the travel industry. Mr. Ekert has broad experience on the boards of multiple travel companies, including at international companies. He serves on the board of PASSUR Aerospace, a provider of decision support technology for the aviation industry, where he has overseen the company following its transition to a SAAS company and platform redesign. He also serves on the board of ZYTLYN Technologies AG, a software platform that process global travel data. Previously, he served on the Travel & Tourism Advisory Board, where he collaborated with leaders in both the public and private sectors to advise the Secretary of Commerce on the U.S. travel and tourism industry. | | Principal Occupation Chief Executive Officer and President, Sabre Corporation | | | Age: 54 | | | Board Committees • Executive • Technology | | | Skills and Qualifications • International • B2B Services | | | • Travel • Airline • Hospitality • Marketing/Sales • Technology • Operations • Risk and Strategy | Business Experience Highlights • CEO and President, Sabre Corp. (2023 – Present) • President (2022 – 2023) • CEO, CWT (2016 – 2021) • Director (2019 – 2021) • Various executive positions, Travelport Worldwide Ltd • Executive Vice President & Chief Commercial Officer (2010 – 2015) • COO, Gulliver’s Travel Associates, a division of Travelport (2006 – 2010) | | | • Various executive positions, Cendant (at then-Cendant subsidiaries Travelport and Orbitz Worldwide) (2002 – 2006) • Managing Director, Continental Airlines (1996 – 2002) Other Experience • Director, ZYTLYN Technologies AG (2021 – Present) • Director, PASSUR Aerospace, Inc. (2009 – Present) • Director, eNett (2013 – 2015) • Director, World Travel & Tourism Council (2016 – 2021) • Chairman, U.S. Department of Commerce Travel & Tourism Advisory Board (2016 – 2021) |

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

    | | ERIC KELLY | Independent Director | | | Relevant Expertise • Technology industry veteran and proven operator. Mr. Kelly has over four decades of managerial and operational experience in a wide range of senior executive roles across the technology sectors. Throughout his career, he has successfully grown and turned around technology companies ranging from pre-public startups to Fortune 100 organizations. As Chairman of Silicon Valley Technology Partners, he oversees a portfolio of technology companies in the areas of unified data management, data protection, cyber security, B2B SAAS software, AI, and healthcare. • Extensive mergers and acquisitions, portfolio management, and strategic planning experience. Mr. Kelly has overseen a wide range of transformative business combinations over the course of his career. As the CEO of Snap Appliance, Mr. Kelly led the strategic sale of the company for $100.4 million after private equity investors had valued it at only $10 million 18 months prior. Additionally, he oversaw the combination of Overland Storage and Tandberg Data Holdings to create the combined Overland Tandberg, which fueled growth and delivery of innovative products. As CEO of Sphere 3D, a virtualization software company, he brokered the 2018 divestment of its Data Protection and Archive business to strengthen its balance sheet. | | | • Trusted expert and advisor in emerging technologies. Mr. Kelly also brings important regulatory and policy experience to our Board of Directors. In 2013 he was appointed by President Obama as a member of the Advisors on Science, Technology and Advanced Manufacturing Partnership Steering Committee, tasked with creating high quality jobs and enhancing America’s global competitiveness. He also served as vice chair to the Department of Commerce’s Manufacturing Committee, providing oversight based on his expertise in technology. Mr. Kelly draws on his advisory technology experience to share critical insights with our Board and inform its oversight of our strategy and operations. | | Director since: 2025 | | | Principal Occupation Chairman and CEO, Overland Tandberg Inc. | | | Age: 66 | | | Board Committees • Audit • Technology | | | Skills and Qualifications • International • B2B Services | | | • Marketing/Sales • Technology • Operations • Risk and Strategy | Business Experience Highlights • Chairman and CEO, Overland Tandberg Inc. (2018 – Present) • Founder and Chairman, Bridge 2 Technologies, LLC (2018 – Present) • Chairman and CEO, Sphere 3D Corp. (2014 – 2018) • President and CEO, Overland Storage Inc. (2009 – 2014) • Chairman and Founder, Silicon Valley Management Partners Inc. (2007 – 2009) • Vice President and General Manager of Storage Systems and Solutions, Adaptec (2004 – 2006) • President and CEO, Snap Appliance (2002 – 2005) Other Experience • Board Member, Executive Office of the President of The United States Counsel of Advisors on Science, Technology and Advanced Manufacturing Partnership Steering Committee (2009 – 2017) • Vice Chairman of the Workforce Sub-Committee, U.S. Department of Commerce Advanced Manufacturing Council (2013 – 2016) • Chairman of Federal Reserve Bank of San Francisco’s Economic Advisory Council (2021 – 2024) • Board Member, Guardian Life Insurance (2024 – Present) • Board Member, San Jose State University (2019 – Present) |

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

    | | GAIL MANDEL | Chair and Independent Director | | | Relevant Expertise • Proven travel and hospitality leader. Ms. Mandel previously served as CEO, CFO, COO of Wyndham Destination Network (a division of Wyndham Worldwide, now Travel + Leisure), a provider of professionally managed vacation accommodations, overseeing the strategic direction and overall management of business development efforts. As CEO, she delivered consecutive year-over-year growth before presiding over complex change management in preparation for the company’s spin-off transaction from Wyndham Worldwide, including a $1.3 billion divestiture of the European Rentals business. This leadership experience allows her to provide key insights to our Board of Directors and lead its deliberations and the development and implementation of Sabre’s strategy. • Extensive experience in strategic planning. Ms. Mandel has a strong understanding of mergers and acquisitions and business development. As Wyndham Destination Network's CEO, she strengthened the company's footprint and brand by actively identifying and executing over a dozen targeted, complementary acquisitions to expand the company's product offering and round out its portfolio across different sectors and price points. | | Director since: 2020 | • Corporate finance and accounting expertise. She has over 30 years of finance and accounting experience acquired through her roles as a Senior Auditor at Deloitte & Touche, her executive financial positions at the Wyndham Worldwide, Cendant and HFS suite of businesses, and as Managing Director at Focused Point Ventures, where she provides advisory and consulting services focused on the analysis of investment theses, structuring, and capital allocation. | | Principal Occupation Managing Director, Focused Point Ventures, LLC | | | Age: 56 | | | Board Committees • Nominating and Governance (Chair) • Compensation • Executive (Chair) | | | Skills and Qualifications • International • B2B Services • Travel • Hospitality • ESG • Technology • Operations • Capital Markets • Risk and Strategy | Business Experience Highlights • Managing Director, Focused Point Ventures, LLC (2019 – Present) • Chairman of the Board, PureStar (2020 – 2024) • Wyndham Worldwide • President and CEO, Wyndham Destination Network (2014 – 2018) • Chief Operating Officer, Wyndham Exchanges & Rentals (2014) • Chief Financial Officer, Wyndham (2010 – 2014) • Senior Vice President, Financial Planning & Analysis (2006 – 2010) • Division CFO & Controller (Travel Services), Cendant Hospitality (1999 – 2006) Other Public Company Board Experience | | | • Dave & Buster’s Entertainment, Inc. (2022 – Present) • Hilton Grand Vacations Inc. (2024 – Present) Other Qualifications • Audit Committee financial expert • CPA (currently inactive) |

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

    | | PHYLLIS NEWHOUSE | Independent Director | | | Relevant Expertise • Visionary entrepreneur with over 20 years of CEO experience. Ms. Newhouse currently serves as founder and CEO of Xtreme Solutions, Inc., an end-to-end IT services and solutions provider with services ranging from IT business consulting to state-of-the-art cybersecurity consulting and forensic analysis. Prior to that, she dedicated 22 years to working in cybersecurity and intelligence for the U.S. Army. Under Ms. Newhouse’s leadership, Xtreme forged successful partnerships with the U.S. government, including with the Department of Defense and the State Department, and in the private sector with companies such as Microsoft and Dell. In recognition of her accomplishments in the field, she was the first ever woman to win the Ernst & Young (EY) Entrepreneur of the Year award in the technology category. • Trailblazer in community impact. Ms. Newhouse is committed to raising the next generation of entrepreneurs through ShoulderUp, a nonprofit dedicated to connecting and supporting entrepreneurial women by facilitating access to capital through a portfolio of media, technology, and sports entertainment companies, including Lime, Rent the Runway, and Airbnb. She also serves as a board member for the Technology Association of Georgia, as well as on the board of Business Executives for National Security. She strengthens our focus on community betterment and global impact efforts. | | Director since: 2021 | • Deep government and regulatory experience. Ms. Newhouse’s extensive background in cybersecurity from both within the U.S. Army and the private sector uniquely position her to advise Sabre on the heavily regulated air travel industry. As the largest GDS provider for US civilian and military government travel system segments, our Board of Directors and management team benefit from her insights on successfully partnering with the US military and government. | | Principal Occupation: Founder and CEO, Xtreme Solutions, Inc. | | | Age: 62 | | | Board Committees • Audit • Technology | | | Skills and Qualifications • International | | | • B2B Services | Business Experience Highlights | | • Marketing/Sales • Technology • Operations • Capital Markets • Risk and Strategy | • Founder and CEO, Xtreme Solutions, Inc. (2002 – Present) • Founder and CEO, ShoulderUp Technology Acquisition Corp. (2021 – Present) • CEO, Athena Technology Acquisition Corp (2020 – 2021) • Founder, ShoulderUp (2019 – Present) • Senior Non-Commissioned Officer, United States Army (1979 – 1999) Other Public Company Board Experience • Heliogen, Inc. (2021 – Present) • Athena Technology Acquisition Corp. (2020 – 2021) • ShoulderUp Technology Acquisition Corp. (2021 – Present) |

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

    | | ELAINE PAUL | Independent Director | | | Relevant Expertise • Proven leader and growth driver in technology-driven industries. Ms. Paul has served in executive roles at Lyft, Amazon Studios and Hulu. As CFO of Lyft, she oversaw all aspects of finance and accounting, investor relations, treasury, and corporate development. At Amazon Studios, she was responsible for portfolio and financial planning for Amazon’s global slate of original film and TV programming, studio operations, and Prime Video marketing finance. During Ms. Paul’s tenure as CFO of Hulu, Hulu achieved significant double digit growth, more than tripling subscribers and revenues. At Lyft she oversaw significant restructuring initiatives and took significant costs out of the business. Her background informs her ability to provide key insights to our Board concerning long-term strategic and financial planning. • Extensive transactional experience. Ms. Paul is an experienced corporate development executive who led various acquisitions during her tenure at Disney, including Disney’s original investment in Hulu in 2009. During her tenure as CFO at Hulu, Ms. Paul oversaw Time Warner's $500 million investment in a deal that broadened Hulu's offerings to encompass a new slate of entertainment, sports, news and kids networks. At Amazon Studios, she led the valuation of MGM Studios, resulting in Amazon's $8.45B acquisition of MGM. | | Director since: 2024 | • Proven financial expert. Ms. Paul has over 30 years of finance and strategy experience, having served in varying finance roles at the largest and most complex global technology companies. As CFO, she managed financial performance and led all growth and investment opportunities, including the companies’ financial planning and analysis, accounting, corporate development and strategy teams. | | Principal Occupation Corporate Director | | | Age: 57 | | | Board Committees • Audit • Technology | | | Skills and Qualifications | | | • International • Travel • ESG • Technology • Capital Markets • Risk and Strategy | Business Experience Highlights • CFO, Lyft, Inc. (2022 – 2023) • CFO and VP of Finance, Amazon Studios (2019 – 2021) • CFO, Hulu, LLC (2013 – 2019) • Senior Vice President, Corporate Strategy, Business Development and Technology, The Walt Disney Company (1994 – 2013) |

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

    | | JOHN SCOTT | Independent Director | | | Relevant Expertise • Travel and hospitality industry veteran. Mr. Scott has 25 years of consumer-facing experience across senior executive positions in travel and hospitality. Since 2024, Mr. Scott has served as a Senior Advisor for KSL Capital Partners, a leading hospitality and leisure real estate investment group, currently serving as Chairman of its international luxury lodge portfolio company, Baillie Lodges. As President and CEO of Rosewood Hotels & Resorts, Mr. Scott oversaw a portfolio of ultra-luxury hotels with combined revenues of more than $500 million, and subsequently served as President and CEO of Belmond Ltd. (formerly Orient-Express Hotels), overseeing a global portfolio of luxury hotels, restaurants, and cruise businesses spanning 22 countries. In addition, he has served as Chairman of A&O Hotels, a European hybrid hotel and hostel platform. Mr. Scott previously served as a director on the board of privately-held Subway Restaurant and on the board of Kimpton Hotels and Restaurants, a private hotel and restaurant management company. | | Director since: 2020 | • Extensive mergers and acquisitions and strategic planning experience. He has a demonstrated track record of positioning large-scale companies for the evolving hospitality and travel landscapes, including through strategic transactions. Since 2017, Mr. Scott has served as a Senior Advisor at TPG to the Real Estate and Capital groups, with a focus on global hospitality platform acquisitions and advising related portfolio companies. Prior to that, he led Belmond in a significant refresh of its hotel portfolio. In his first six months at Belmond, he sold two properties for $45 million in cash and embarked on a campaign to renovate several properties. Earlier in his career, Mr. Scott was responsible for acquisitions and asset management for Maritz, Wolff & Co.’s private equity real estate investment group. Before that, he led business development efforts for a $100 million retail, dining and entertainment attraction as Manager of Business Planning and Development at Disney. • Deep marketing, brand building and customer engagement experience. Under Mr. Scott’s leadership, Rosewood Hotels & Resorts doubled its hotels under management, significantly increased EBITDA, and secured an active development pipeline for new hotel projects. At Belmond, Mr. Scott led the hotel chain through a strategic transformation involving a rebranding and a change in product offerings to accommodate the modern luxury travel industry. | | Principal Occupation Founder and Chairman of Park House | | | Age: 59 | | | Board Committees • Compensation (Chair) • Executive • Nominating and Governance | | | Skills and Qualifications • International • B2B Services • Travel • Hospitality • Marketing/Sales • Operations • Capital Markets | | | • Risk and Strategy | | | | Business Experience Highlights | | | • Founder and Chairman, Park House Dallas, a private social club (2015 – Present) • Senior Advisor, TPG Global (2017 – Present) • President and CEO, Belmond Ltd. (formerly Orient-Express Hotels) (2012 – 2015) • President and CEO, Rosewood Hotels & Resorts. (2003 – 2011) • Managing Director of Acquisitions and Asset Management, Maritz, Wolff, & Co. (1996 – 2003) Other Public Company Board Experience • Cedar Fair Entertainment (2010 – 2020) |

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

    | | WENDI STURGIS | Independent Director | | | Relevant Expertise • Innovative brand-builder and customer engagement leader. Ms. Sturgis has over two decades years of executive-level experience in the technology sector. As Chief Executive Officer at cleverbridge GmbH, a growth engine for global technology companies, Ms. Sturgis led multiple strategic initiatives, including the launch of CleverPartners to accelerate B2B partner revenue and performance and CleverAutomations to retain and expand customer base revenues. As Chief Client Officer of Yext, a digital presence platform, she was responsible for all aspects of post-sale customer relationships, delivering a >90% retention rate. Her knowledge of the consumer informs our Board of Directors’ oversight of Sabre’s go-to-market strategy and customer satisfaction and retention efforts. • Significant transactional experience. In 2022, as a member of the board of Kustomer, a customer engagement and experience platform, Ms. Sturgis oversaw its sale to Meta Platforms for $1 billion. As a member of the board and audit committee of a SPAC, she oversaw a 2021 business combination that took Nerdy, an online learning technology platform, public at a valuation of $1.7 billion, and as a member of another SPAC board, oversaw the 2021 business combination that took Vacasa public at an initial valuation of $4.4 billion. | | Director since: 2021 | • Over 20 years of experience in the technology industry. While at Yahoo!, Ms. Sturgis was responsible for all aspects of account management including search, display, video, local, and mobile advertising, and as Vice President of North America Account Management, she oversaw a 900-person organization that produced $1.4 billion in revenue. Additionally, at Yext, she helped the company grow from a small start-up to one of the most successful enterprise software customer success teams in the world. Ms. Sturgis’ broad experience in the technology sector gives her strong insights into Sabre’s strategic growth prospects in the global travel technology space. She has also served in advisory roles to world-class start-ups including Salesloft, Lyte, Comparably, Violet Grey, and Quantam Metric. In 2013, Ms. Sturgis was recognized for her leadership in innovation on Forbes’ “40 Women to Watch Over 40” list. | | Principal Occupation CEO, cleverbridge GmbH | | | Age: 58 | | | Board Committees • Compensation • Nominating and Governance | | | Skills and Qualifications • International • B2B Services • ESG • Marketing/Sales • Technology | | | • Risk and Strategy | Business Experience Highlights | | | • CEO, cleverbridge GmbH (2021 – Present) • President, Lyte, a ticketing sales platform (2021) • Various leadership roles, Yext, Inc. (2011 – 2022) • Strategic Advisor (2020 – 2022) • CEO, Europe (2019 – 2020) • Chief Client Officer (2017 – 2019) • Senior Vice President of Sales and Services (2011 – 2017) • Various leadership roles, Yahoo! • Vice President, North America Account Management, (2010 – 2011) • Vice President, Partner Management Group (2007 – 2010) • Regional Vice President, Oracle (2005 – 2006) • Senior Manager, Media and Entertainment, Price Waterhouse (1990 – 1998) Other Public Company Experience • The Container Store Group, Inc. (2019 – 2025) • TPG Pace Solutions Corporation (2020 – 2021) • Pace II, TPG Pace Solutions Corporation (2020 – 2021) |

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

    | | ASHAN WILLY | Candidate for Independent Director | | | Relevant Expertise • SaaS company leader. Since 2023, Mr. Willy has served as CEO of New Relic, Inc., a SaaS company that delivers a software platform for customers to collect telemetry data and derive insights from that data in a unified front end application. In his role, he is responsible for leading the company into the future in support of its customers, users, and their success. • Broad leadership experience. Mr. Willy has significant leadership experience in sales, channel development, engineering, product management, customer success, and worldwide go-to-market strategy across global markets. As CEO of Proofpoint, he directed a global workforce of over 4,000 employees focused on defending organizations from advance threats and compliance risks by protecting their people, and in turn, safeguarding their data, business, and reputation. | | Director since: 2023 | • Cybersecurity and cloud responsibilities. Before serving as Proofpoint’s CEO, he was General Manager of Security Product and Services Group. In this role, he was responsible for the strategy, research and development, and go-to-market of Proofpoint’s cloud-based core product lines including email, threat intelligence and detection, authentication, and response. Additionally, he was responsible for Premium and Professional Services across all product lines. | | Principal Occupation CEO of New Relic, Inc. | | | Age: 53 | | | Skills and Qualifications | | | • International • B2B Services • Marketing/Sales • Technology • Operations • Risk and Strategy | Business Experience Highlights • CEO, New Relic, Inc. (2023 – Present) • Various leadership roles, Proofpoint, Inc. (2016 – 2023) • CEO (2022 – 2023) • Executive Vice President, General Manager, Security Product and Services Group (2020 – 2022) | | | • Senior Vice President, Global Customer Success and Worldwide Systems Engineering (2016 – 2020) • Various leadership roles, Polycom (2012 – 2016) • Senior Vice President, Product Management, Alliances and Worldwide Systems Engineering (2013 – 2016) • Vice President, Worldwide Systems Engineering (2012 – 2013) • Vice President, Systems Engineers, Worldwide General Business, Juniper Networks (2011 – 2012) • Various roles, WebEx (Cisco Systems) (1996 – 2011) |

  62. Director Compensation Program

    Director Compensation Program 2024 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 2024, this compensation program consisted of the following elements:

  63. 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 | | Nominating and Governance Committee chair annual cash retainer | additional $15,000, paid quarterly | | Nominating and Governance 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 |

  64. Director Compensation Program

    In addition, the non-employee members of our Board of Directors were also eligible to 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. Our non-executive Chair of the Board receives an annual cash retainer of $160,000, payable quarterly, for service as non-executive Chair of the Board 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”), (iv) from April 2022 to March 2024 were pursuant to the 2022 Director Equity Compensation Plan (the “2022 Director Plan”), and (iv) from and after April 2024 were pursuant to the 2024 Director Equity

  65. Director Compensation Program

    | Sabre Corporation 2025 Proxy Statement | | | 33 |

  66. Director Compensation Program

    Compensation Plan (the “2024 Director Plan”). Each of the 2014 Omnibus Plan, the 2016 Omnibus Plan, the 2019 Director Plan, the 2022 Director Plan, and the 2024 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 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. 2024 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 2024. Mr. Ekert, who is our CEO and President, does not receive any compensation for his service as a director and is not included in this table. The compensation received by Mr. Ekert as an employee is presented in the “2024 Summary Compensation Table” below.

  67. Director Compensation Program

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Total ($) | | George Bravante, Jr. | $120,000 | $160,000 | $280,000 | | Hervé Couturier | $120,000 | $160,000 | $280,000 | | Rachel Gonzalez(1) | $14,204 | $0 | $14,204 | | Gail Mandel | $215,138 | $160,000 | $375,138 | | Phyllis Newhouse | $115,000 | $160,000 | $275,000 | | Elaine Paul | $95,317 | $160,000 | $255,317 | | Karl Peterson | $96,648 | $160,000 | $256,648 | | Zane Rowe(1) | $14,849 | $0 | $14,849 | | Gregg Saretsky(1) | $108,438 | $160,000 | $268,438 | | John Scott | $120,000 | $160,000 | $280,000 | | Wendi Sturgis | $110,000 | $160,000 | $270,000 |

  68. Director Compensation Program

    | (1) Ms. Gonzalez and Mr. Rowe retired from the Board of Directors effective February 16, 2024, and Mr. Saretsky resigned from the Board of Directors effective August 12, 2024. |

  69. Director Compensation Program

    | (2) The amounts reported in the Stock Awards column represent the grant date fair value of the restricted stock unit award for shares of our common stock granted during 2024, 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, 2024. 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. |

  70. Director Compensation Program

    | 34 | | | Sabre Corporation 2025 Proxy Statement |

  71. Director Compensation Program

    | (3) The following table sets forth information on the restricted stock unit awards for shares of our common stock granted in 2024 and the aggregate number of shares of our common stock subject to such outstanding restricted stock unit awards held at December 31, 2024 by the non-employee members of our Board of Directors. |

  72. Director Compensation Program

    | Director | Grant Date | Restricted Stock Units Awarded in 2024 (#) | Restricted Stock Units Held at December 31, 2024 (#) | | George Bravante, Jr. | 04/24/2024 | 57,971 | 57,971(a) | | Hervé Couturier | 04/24/2024 | 57,971 | 57,971 | | Gail Mandel | 04/24/2024 | 57,971(a) | 57,971(a) | | Phyllis Newhouse | 04/24/2024 | 57,971 | 61,203 | | Elaine Paul | 02/16/2024 | 54,054 | 54,054 | | Karl Peterson | 04/24/2024 | 57,971(a) | 57,971(a) | | Gregg Saretsky | 04/24/2024 | 57,971(b) | —(b) | | John Scott | 04/24/2024 | 57,971(a) | 57,971(a) | | Wendi Sturgis | 04/24/2024 | 57,971(a) | 61,203(a) |

  73. 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. |

  74. Director Compensation Program

    | (b) Due to his resignation from the Board of Directors in 2024, Mr. Saretsky’s award was forfeited prior to vesting. |

  75. 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. 2025 Compensation In February 2025, 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 5, 2025, an increase in the value of the annual grant of restricted stock unit awards from $160,000 to $200,000 and an increase in the annual cash retainer for the chair of the Technology Committee from $15,000 to $20,000.

  76. Director Compensation Program

    | Sabre Corporation 2025 Proxy Statement | | | 35 |

  77. Alignment of 2025 Omnibus Plan with Stockholders’ Interests

    | • | No Single Trigger Vesting Upon a Change in Control. The 2025 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. |

  78. Executive Summary

    | • | Cash used in investing activities totaled $30 million (versus cash used in investing activities of $110 million), |

  79. Executive Summary

    We received generally positive feedback on our executive compensation program. Stockholders indicated their general alignment with the design of the 2024 executive compensation program. They also provided feedback on various aspects of the program, including the mix of PSUs and RSUs, the vesting features of PSUs, and the performance measures utilized in the annual and long-term incentive programs. Stockholders also noted their understanding of the rationale for our request for additional shares under our 2024 Omnibus Plan at the 2024 Annual Meeting. The Compensation Committee considered this feedback from stockholders as it developed the design of our 2025 executive compensation program. See “2025 Executive Compensation Program.” We also received positive investor feedback on our governance structure and sustainability program. 2024 Executive Compensation Program The Compensation Committee took certain actions with respect to the 2024 compensation of our named executive officers, including the following:

  80. Executive Summary

    | • | Annual cash incentive framework. The performance measures for 2024 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 200%. |

  81. Executive Summary

    | • | Long-term incentive awards. We granted long-term incentive awards in May 2024, 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. |

  82. Executive Summary

    | • | PSUs. The PSUs granted in May 2024 utilize Free Cash Flow and total stockholder return (“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 2024. 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 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%. |

  83. Executive Summary

    | • | RSUs. The RSUs granted in May 2024 vest ratably on an annual basis over three years, subject to the named executive officer’s continued employment through the applicable vesting date. |

  84. 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. |

  85. Executive Summary

    | ✓ Independent Compensation 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 | | ✓ Annual executive compensation review. The Compensation Committee conducts an annual review of our executive compensation program, including a review of the competitive market for executive talent, and has developed a compensation peer group for use during its deliberations when evaluating the competitive market | X No tax reimbursements on severance or change-in-control payments. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments | | ✓ Compensation at-risk. Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on corporate performance, as well as equity-based to align the interests of our executive officers and stockholders | X No special health or welfare benefits. Our executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees | | ✓ Performance-based incentives. We use performance-based annual and long-term incentives | X Limited perquisites. We provide only limited perquisites and other personal benefits to our executive officers | | ✓ Multi-year vesting requirements. The equity awards granted to our executive officers vest or are earned over multi-year periods, consistent with current market practice and our retention objectives | X Hedging and pledging prohibited. Our Insider Trading Policy prohibits employees that are recipients of equity grants, including our executive officers, and members of our Board of Directors from hedging or pledging any of their shares of Sabre common stock | | ✓ Clawback policy. We maintain the Sabre Corporation Clawback Policy | X No stock option re-pricings. We prohibit the re-pricing of outstanding stock options to purchase our common stock without prior stockholder approval |

  86. 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. |

  87. 2024 Total Direct Compensation Mix

    2024 Total Direct Compensation Mix We believe our executive compensation program is 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. In order to closely link his or her interests to those of our stockholders, each executive officer has been granted a significant stake in Sabre in the form of an equity award. 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 2024 is set forth below. In addition, the Compensation Committee believes that Mr. Ekert’s target incentive compensation for 2024 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:

  88. Compensation-Setting Process

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

  89. Compensation-Setting Process

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

  90. Compensation-Setting Process

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

  91. 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 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 noted that it had approved substantial changes to the peer group from December 2022 following a detailed review of the economic landscape for the travel and technology industries. As part of this review, the Compensation Committee, with the assistance of Korn Ferry, reviewed the peer group members for continued fit, as well as travel and technology companies with similar revenues to Sabre. Based on this review, the Compensation Committee added Global Business Travel Group, Inc., resulting in a compensation peer group for 2024 consisting of the following companies:

  92. Compensation-Setting Process

    In December 2024, the Compensation Committee, with the assistance of Korn Ferry, reviewed the compensation peer group to be used as a reference for purposes of its deliberations on our 2025 executive compensation program, with the goal of increasing the focus on software and technology companies. As part of this review, the Compensation Committee considered the existing peer group for continued fit based on revenue size and business focus, as well as companies that identify Sabre as a peer company. Based on this review, the Compensation Committee removed four companies (CGS Systems International, Inc., FLEETCOR Technologies, Inc., Genpact Limited, and Verisk Analytics, Inc.) and added five companies (Akamai Technologies, Inc., Hubspot, Inc., Toast, Inc., Twilio Inc., and Veeva Systems Inc.), resulting in a compensation peer group for 2025 consisting of the following companies:

  93. 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. |

  94. 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. |

  95. 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. |

  96. Compensation-Setting Process

    | • | Capped Annual Cash Incentive and PSU Awards. Awards in 2024 under the annual cash incentive compensation plan and grants of PSU awards were each capped at 200% of the target award level. |

  97. Compensation Elements of 2024 Total Direct Compensation

    | Annual cash compensation | Annual incentive | Supports and encourages the achievement of specific annual financial goals | | | 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 |

  98. Compensation Elements of 2024 Total Direct Compensation

    As noted above, the Compensation Committee considered several factors in reviewing these base salaries, including an assessment of competitive market data and each named 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 to provide for a 2% merit increase for each of the named executive officers, other than Mr. Ekert. The Compensation Committee determined that Mr. Ekert would not receive a merit increase for 2024 in order to continue the ongoing focus on Mr. Ekert’s performance-based compensation. The base salaries paid to our named executive officers during 2024 are set forth in the “2024 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.

  99. Compensation Elements of 2024 Total Direct Compensation

    Annual Cash Incentive Target For purposes of the 2024 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 2024 and was as follows for our named executive officers:

  100. Compensation Elements of 2024 Total Direct Compensation

    | Named Executive Officer | 2024 Cash Incentive Target (as a percentage of base salary) | Potential Payout | | Kurt Ekert | 150% | 0% to 200% of target | | Michael Randolfi | 90% | 0% to 200% of target | | Joe DiFonzo | 85% | 0% to 200% of target | | Roshan Mendis | 85% | 0% to 200% of target | | Garry Wiseman | 85% | 0% to 200% of target | | Ann Bruder | 85% | 0% to 200% of target |

  101. Compensation Elements of 2024 Total Direct Compensation

    The annual cash incentive targets were established by the Compensation Committee based on its consideration of various factors such as each named executive officer’s contribution towards meeting our financial objectives, the named executive officer’s qualifications, knowledge, experience, tenure, and scope of responsibilities, the named executive officer’s past performance as against individual goals, the named executive officer’s future potential, the recommendations of our CEO (with respect to the other named executive officers), competitive market data and practices, our desired compensation position with respect to the competitive market, internal equity, and external factors. For 2024, the Compensation Committee increased Mr. Ekert’s annual cash incentive opportunity from 135% to 150% of his base salary. In determining to make this increase, the Compensation Committee considered, in addition to the factors described above, the market positioning of his at-risk cash compensation opportunity relative to the similar opportunities of the chief executive officers at the companies in our compensation peer group, as well as its goal of further incentivizing Mr. Ekert to make significant progress in the near term on Sabre’s strategic growth initiatives. Corporate Performance Measures and Weights The Compensation Committee approved the following 2024 EIP performance measures for our named executive officers:

  102. Compensation Elements of 2024 Total Direct Compensation

    | Performance Measures | Weighting | | 2024 Adjusted EBITDA +/- 10% Free Cash Flow modifier(1) Amounts may be adjusted higher or lower, based on individual performance | 100% |

  103. Compensation Elements of 2024 Total Direct Compensation

    | Named Executive Officer(1) | 2024 Cash Incentive Target | 2024 Cash Incentive Payment | 2024 Cash Incentive Payment as a Percentage of Cash Incentive Target | | Kurt Ekert | $1,350,000 | $1,485,000 | 110% | | Michael Randolfi | $590,882 | $649,970 | 110% | | Joe DiFonzo | $472,201 | $552,474 | 117% | | Roshan Mendis | $513,674 | $600,997 | 117% | | Garry Wiseman | $515,128 | $566,641 | 110% | | Ann Bruder | $515,128 | — | — |

  104. Compensation Elements of 2024 Total Direct Compensation

    | (1) Ms. Bruder was not paid a 2024 annual cash incentive as a result of her departure from Sabre. |

  105. Compensation Elements of 2024 Total Direct Compensation

    In addition to the cash incentive payout described above, the Compensation Committee approved a cash payment to Mr. DiFonzo in the amount of 8% of his 2024 EIP, or $37,777, to recognize his significant role in the accomplishment of Sabre’s technology transformation objectives. In addition, the Compensation Committee approved a cash payment to Mr. Mendis in the amount of 8% of his 2024 EIP, or $41,095, in light of his significant role in the successful completion of key customer agreements and accomplishment of key growth strategies in 2024 related to the Travel Solutions business. The cash incentives paid to our named executive officers for 2024 are included in the “2024 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, 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. 2024 Equity Awards The Compensation Committee approved equity awards to our named executive officers, which were granted on May 15, 2024. For 2024, 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 analysis of the factors discussed above. This award value for each of the named executive officers 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 2024:

  106. Compensation Elements of 2024 Total Direct Compensation

    | Named Executive Officer | 2024 Total Equity Award Value | 2024 Amount of PSU Award | 2024 Amount of RSU Award | | Kurt Ekert | $6,000,000 | $3,000,000 | $3,000,000 | | Michael Randolfi | $2,000,000 | $1,000,000 | $1,000,000 | | Joe DiFonzo | $1,500,000 | $750,000 | $750,000 | | Roshan Mendis | $1,500,000 | $750,000 | $750,000 | | Garry Wiseman | $1,500,000 | $750,000 | $750,000 | | Ann Bruder(1) | $1,500,000 | $750,000 | $750,000 |

  107. Compensation Elements of 2024 Total Direct Compensation

    The PSUs granted in May 2024 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 2024, 2025 and 2026 in each of the three years against the Free Cash Flow metric established for that year. The Compensation Committee believes that the three one-year goals (with payout at the end of the three-year cycle) 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 2024. The PSUs granted in May 2024 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 2024 and based on our multi-year outlook as of February 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’s 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, using a 30-trading day average stock price. The TSR modifier can 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 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, 2027, 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 2024, 2025, and 2026, subject to the TSR modifier described above.

  108. Compensation Elements of 2024 Total Direct Compensation

    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. This calculation of Free Cash Flow is consistent with the calculation used for our external reporting. With respect to Free Cash Flow, however, the Compensation Committee determined to add back the cash utilized in November 2024 to successfully refinance our debt, consistent with the calculation of Free Cash Flow for the purposes of the 2024 EIP described above. See “Annual Incentive Compensation.” Appendix B provides additional information on Free Cash Flow, including a non-GAAP to GAAP reconciliation. In February 2025, the Compensation Committee determined that our Free Cash Flow for 2024, calculated as described in the preceding paragraph, was $5 million, resulting in a funding level of 100% with respect to the 2024 tranche of the PSU awards granted in 2024. As noted above, these PSUs will vest on May 15, 2027, 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 over the three-year period as described above. The RSUs granted in May 2024 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 Sabre through the multi-year vesting schedule. For additional information on these equity awards, see the “2024 Summary Compensation Table” and the “2024 Grants of Plan-Based Awards Table” below. PSU Awards Granted in 2023 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 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. 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 as of February 2023. 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 can 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 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.

  109. Compensation Elements of 2024 Total Direct Compensation

    | • | The midpoint of Free Cash Flow levels of these PSU awards was consistent with our multi-year outlook as of February 2023 for internal planning purposes for our expected Free Cash Flow for each of 2023, 2024, and 2025. |

  110. Compensation Elements of 2024 Total Direct Compensation

    Based on our Free Cash Flow for 2024 of $5 million, calculated as described above, the Compensation Committee determined in February 2025 that the funding level of 2024 tranche of the PSU awards granted in 2023 was 0%. In March 2024, the Compensation Committee determined that the funding level of the 2023 tranche of the PSU awards granted in 2023 was 100%. As of the date of this proxy statement, we expect that the funding level of the 2025 tranche of the PSU awards granted in 2023 will be 0%. PSU Awards Granted in 2022 The PSUs granted in March 2022 had the potential to earn from 0% to 200% of the target number of PSUs based on our actual performance against our Adjusted Free Cash Flow measured for the three-year measurement period from January 1, 2022 to December 31, 2024.The Adjusted Free Cash Flow targets varied depending on the level of our GDS booking recovery for 2024. The PSUs were 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, 2022 to December 31, 2024, using a 30-trading day average stock price. The TSR modifier increased or decreased the number of PSUs earned by 10%, subject to a maximum payout of 200%. If our common stock’s relative performance compared to this index is at or below the 25th percentile, the number of PSUs would have been reduced by

  111. Compensation Elements of 2024 Total Direct Compensation

    10%, and if our common stock’s relative performance was at or above the 75th percentile, the number of PSUs would have been increased by 10%; otherwise, there would be no adjustment to the number of PSUs. These PSUs had a three-year vesting period and vested on March 15, 2025, subject to the named executive officer’s continued employment through this vesting date. The Adjusted Free Cash Flow funding levels were a diagonal line from the 25% funding levels to an initial 100% threshold; from there, the funding levels remain flat for a specified range; followed by another diagonal line to the 200% funding level. The midpoint of the target payout for these PSU awards was consistent with our multi-year outlook as of February 2022 for internal planning purposes for our expected Adjusted Free Cash Flow and our expected GDS booking recovery for 2024; at that level of GDS booking recovery, the Adjusted Free Cash Flow necessary to achieve the 25% and 200% funding levels is 80% and 120% of our expected Adjusted Free Cash Flow for 2022 through 2024, respectively. Adjusted Free Cash Flow was defined as Adjusted EBITDA less capital expenditures. The Compensation Committee excluded from Adjusted EBITDA amounts related to business losses from certain of Sabre’s operations in Russia that occurred in 2022 subsequent to the approval of these targets. In February 2025, the Compensation Committee determined that the level of our GDS booking recovery for 2024 was 62%. At this booking level, the Adjusted Free Cash Flow for the three-year measurement period from January 1, 2022 to December 31, 2024 necessary to receive the 50% funding level, the midpoint funding level, and the 200% funding level was $360 million, $450 million, and $541 million, respectively. The Compensation Committee determined that our Adjusted Free Cash Flow for the three-year measurement period from January 1, 2022 to December 31, 2024, calculated as described above, was $483 million, resulting an initial funding level for the PSUs granted in 2022 of 100%. Based on the Compensation Committee’s calculation of the TSR modifier described above, the funding level was then decreased by 10%, resulting in a final funding level of 90%. 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 named 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

  112. 2025 Executive Compensation Program

    | • | Annual cash incentive framework. For our executive officers the performance measures for 2025 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%. For executive officers other than our CEO and CFO, the payout amounts may be adjusted higher or lower, based on individual performance. To the extent that the payout requirements are met, the 2025 annual cash incentive is expected to be paid in March 2026. |

  113. 2025 Executive Compensation Program

    | • | Long-term incentive awards. We approved in February 2025 the design of the long-term incentive awards that are expected to be granted in May 2025 (subject to approval of the 2025 Omnibus Plan). These awards are expected to be divided into a grant consisting of PSUs and RSUs, as discussed below. |

  114. 2025 Executive Compensation Program

    | • | PSUs. The design of the PSUs expected to be granted in May 2025 is expected to utilize Free Cash Flow as the performance measure. The PSUs are expected to 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 February 2025. One-third of the grant will be at risk each calendar year during the measurement period, and the named executive officer will bank shares based on our Free Cash Flow performance for that year. The final aggregate award will be 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, 2025 to December 31, 2027, which can increase or decrease the aggregate number of PSUs earned by 10%, subject to a maximum overall payout of 200%. |

  115. 2025 Executive Compensation Program

    | • | RSUs. The design of the RSUs expected to be granted in May 2025 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. |

  116. 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 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.

  117. 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).

  118. 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 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, 2024, 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.

  119. Other Compensation Policies and Programs

    Equity Award Grant Policy We maintain a formal policy for the timing of equity awards. The policy provides that these annual grants will be granted on the 15 th 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. 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. We do not schedule equity award grants in anticipation of the release of material, non-public information, nor do we time the release of material, non-public information based on equity grant dates.

  120. Tax and Accounting Considerations

    Tax and Accounting Considerations Deductibility of Compensation Section 162(m) of the Code generally disallows for public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to the chief executive officer, chief financial officer, and each of the three other most highly-compensated executive officers in any taxable year. To maintain flexibility to compensate our executive officers in a manner designed to promote short-term and long-term corporate goals and objectives, the Compensation Committee has not adopted a policy that all compensation must be deductible. The Compensation Committee believes that our stockholder interests are best served if its discretion and flexibility in structuring compensation programs to attract, motivate, and retain key executives is not restricted, even though such arrangements may result in non-deductible compensation expense. Thus, the Compensation Committee may approve compensation for the named executive officers that does not comply with an exemption from the deduction limit when it believes that such compensation is consistent with the goals of our executive compensation program and is in the best interests of Sabre and our stockholders. “Golden Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of Sabre that exceeds certain prescribed limits, and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2024, and we have not agreed and are not otherwise obligated to provide any named executive officer with such a “gross-up” or other reimbursement.

  121. Tax and Accounting Considerations

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

  122. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth the compensation paid to, received by, or earned during fiscal years 2024, 2023, and 2022 by our named executive officers:

  123. 2024 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 | 2024 | $900,000 | — | $6,075,708 | $1,485,000 | $69,822 | $8,530,530 | | | 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 | 2024 | $663,000 | — | $2,025,234 | $649,970 | $93,234 | $3,431,438 | | | 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 | | Joe DiFonzo | | | | | | | | | Executive Vice President and Chief Information Officer | 2024 | $555,500 | $537,777 | $1,518,927 | $552,474 | $61,601 | $3,226,279 | | Roshan Mendis | | | | | | | | | Executive Vice President and Chief Commercial Officer, Travel Solutions | 2024 | $611,111 | $41,095 | $1,518,927 | $600,997 | $48,024 | $2,820,154 | | | 2023 | $609,591 | — | $1,726,291 | $517,421 | $143,394 | $2,996,697 | | | 2022 | $547,628 | | $1,499,991 | $467,760 | $73,282 | $2,588,661 | | Garry Wiseman | | | | | | | | | Executive Vice President and Chief Product and Technology Officer, Travel Solutions | 2024 | $606,000 | — | $1,518,927 | $566,641 | $123,395 | $2,814,963 | | Ann Bruder | | | | | | | | | Former Executive Vice President and Chief Legal Officer | 2024 | $509,482 | — | $1,518,927 | — | $1,500,245 | $3,528,654 | | | 2023 | $403,846 | $500,000 | $1,726,291 | $342,329 | $22,210 | $2,994,676 |

  124. 2024 Summary Compensation Table

    | (1) Ms. Bruder ceased serving as Executive Vice President and Chief Legal Officer effective as of September 13, 2024, and her last day of employment with Sabre was October 31, 2024. |

  125. 2024 Summary Compensation Table

    | (2) For 2024, this represents (a) an additional cash payment to Mr. DiFonzo in the amount of 8% of his 2024 EIP, or $37,777, in recognition of his significant role in the accomplishment of Sabre’s technology transformation objectives, (b) the payment of $500,000 pursuant to a long-term cash incentive award granted to Mr. DiFonzo in 2021 prior to his appointment as an executive officer, and (c) an additional cash payment to Mr. Mendis in the amount of 8% of his 2024 EIP, or $41,095, in light of his role in the successful completion of key customer agreements and accomplishment of key growth strategies in 2024 related to the Travel Solutions business. |

  126. 2024 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, 2024. Note that 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 our named executive officers from these awards. The value on the date of grant of the PSUs granted on May 15, 2024, using our closing stock price on that date of $3.17 and assuming that the highest level of the performance conditions were achieved, would have been $6,000,000, $2,000,000, $1,500,000, $1,500,000, $1,500,000, and $1,500,000 for Mr. Ekert, Mr. Randolfi, Mr. DiFonzo, Mr. Mendis, Mr. Wiseman, and Ms. Bruder, respectively. |

  127. 2024 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.” |

  128. 2024 Summary Compensation Table

    | 76 | | | Sabre Corporation 2025 Proxy Statement |

  129. 2024 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. |

  130. 2024 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 | 2024 | $907 | $4,666 | $7,300 | — | $10,350 | $30 | — | $46,569 | $69,822 | | | 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 | 2024 | $655 | — | $13,000 | — | $20,700 | — | — | $58,879 | $93,234 | | | 2023 | $655 | — | $7,897 | — | $16,500 | $30 | — | $52,843 | $77,925 | | | 2022 | $225 | — | $10,108 | $54,367 | $6,500 | $14,612 | — | — | $85,812 | | Joe DiFonzo | 2024 | $554 | — | $895 | — | $20,700 | — | — | $39,452 | $61,601 | | Roshan Mendis | 2024 | — | — | $16,264 | — | — | — | — | $31,760 | $48,024 | | | 2023 | — | — | $15,853 | — | $48,767 | — | — | $78,774 | $143,394 | | | 2022 | — | — | $25,234 | — | $33,408 | $102 | — | $14,538 | $73,282 | | Garry Wiseman | 2024 | $605 | $10,000 | — | — | $20,700 | — | — | $92,090 | $123,395 | | Ann Bruder | 2024 | $504 | — | — | — | $20,700 | $30 | $1,479,000 | $11 | $1,500,245 | | | 2023 | $410 | — | — | — | $19,800 | — | — | $2,000 | $22,210 |

  131. 2024 Summary Compensation Table

    | (a) For 2024, this represents a tax gross up for amounts paid in connection with a years-of-service award received by Mr. Ekert and Ms. Bruder as described in note (c). |

  132. 2024 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. |

  133. 2024 Summary Compensation Table

    | (c) For 2024, amounts represent (a) a years-of-service award received by Mr. Ekert and Ms. Bruder, (b) the value of a President’s Club sales incentive award in the amount of $2,383 and a UK car allowance of $15,013 provided to Mr. Mendis; the latter item is in connection with Mr. Mendis’ service in the UK, and (c) commuting expenses, including the value of temporary housing assistance for Messrs. Randolfi and Wiseman, of $46,554, $58,879, $39,452, $14,364, and $92,090 for Messrs. Ekert, Randolfi, DiFonzo, Mendis, and Wiseman, respectively. |

  134. 2024 Summary Compensation Table

    | Sabre Corporation 2025 Proxy Statement | | | 77 |

  135. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table sets forth, for each of our named executive officers, the plan-based awards granted during 2024.

  136. 2024 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) | | | $1,350,000 | $2,700,000 | | | | | | Performance-based RSU(3) | 05/15/2024 | 04/24/2024 | | | 946,372 | 1,892,744 | $3,075,709 | | | Time-based RSU(5) | 05/15/2024 | 04/24/2024 | | | 946,372 | 946,372 | $2,999,999 | | Michael Randolfi | Annual cash incentive(2) | | | $590,882 | $1,181,764 | | | | | | Performance-based RSU(3) | 05/15/2024 | 04/24/2024 | | | 315,457 | 630,914 | $1,025,235 | | | Time-based RSU(5) | 05/15/2024 | 04/24/2024 | | | 315,457 | 315,457 | $999,999 | | Joe DiFonzo | Annual cash incentive(2) | | | $472,201 | $944,401 | | | | | | Performance-based RSU(3) | 05/15/2024 | 04/24/2024 | | | 236,593 | 473,186 | $768,927 | | | Time-based RSU(5) | 05/15/2024 | 04/24/2024 | | | 236,593 | 236,593 | $750,000 | | Roshan Mendis | Annual cash incentive(2) | | | $529,563 | $1,059,126 | | | | | | Performance-based RSU(3) | 05/15/2024 | 04/24/2024 | | | 236,593 | 473,186 | $768,927 | | | Time-based RSU(5) | 05/15/2024 | 04/24/2024 | | | 236,593 | 236,593 | $750,000 | | Garry Wiseman | Annual cash incentive(2) | | | $515,128 | $1,030,256 | | | | | | Performance-based RSU(3) | 05/15/2024 | 04/24/2024 | | | 236,593 | 473,186 | $768,927 | | | Time-based RSU(5) | 05/15/2024 | 04/24/2024 | | | 236,593 | 236,593 | $750,000 | | Ann Bruder | Annual cash incentive(2) | | | $515,128 | $1,030,256 | | | | | | Performance-based RSU(3) | 05/15/2024 | 04/24/2024 | | | 236,593 | 473,186 | $768,927 | | | Time-based RSU(5) | 05/15/2024 | 04/24/2024 | | | 236,593 | 236,593 | $750,000 |

  137. 2024 Grants of Plan-Based Awards Table

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

  138. 2024 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 2024 EIP as approved by the Compensation Committee in March 2024. See “Compensation Elements of 2024 Total Direct Compensation—Annual Incentive Compensation” for additional information. |

  139. 2024 Grants of Plan-Based Awards Table

    | (3) These PSUs were granted under the 2024 Omnibus Plan to our named executive officers and will vest on May 15, 2027, 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, 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%. See “Compensation Elements of 2024 Total Direct Compensation—Long-Term Incentive Compensation—2024 Equity Awards” for additional information. |

  140. 2024 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. |

  141. 2024 Grants of Plan-Based Awards Table

    | (5) These restricted stock unit awards were granted under the 2024 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. |

  142. 2024 Grants of Plan-Based Awards Table

    | 78 | | | Sabre Corporation 2025 Proxy Statement |

  143. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 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, 2024.

  144. 2024 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(3) | $570,907 | | | 05/15/2023 | | | | | | | 790,230(4) | $2,884,340 | | | 05/15/2024 | | | | | | | 946,372(5) | $3,454,258 | | | 01/14/2022 | | | | | 68,942(6) | $251,638 | | | | | 03/15/2022 | | | | | 52,138(6) | $190,304 | | | | | 05/15/2023 | | | | | 526,820(6) | $1,922,893 | | | | | 05/15/2024 | | | | | 946,372(6) | $3,454,258 | | | | Michael Randolfi | 09/15/2022 | | | | | | | 109,170(3) | $398,471 | | | 05/15/2023 | | | | | | | 287,356(4) | $1,048,849 | | | 05/15/2024 | | | | | | | 315,457(5) | $1,151,418 | | | 09/15/2022 | | | | | 36,390(6) | $132,824 | | | | | 05/15/2023 | | | | | 191,571(6) | $699,234 | | | | | 05/15/2024 | | | | | 315,457(6) | $1,151,418 | | | | Joe DiFonzo | 03/13/2020 | 32,032 | — | $8.33 | 3/13/2030 | | | | | | | 03/15/2022 | | | | | | | 52,138(3) | $190,304 | | | 05/15/2023 | | | | | | | 143,678(4) | $524,425 | | | 05/15/2024 | | | | | | | 236,593(5) | $863,564 | | | 03/15/2022 | | | | | 17,380(6) | $63,437 | | | | | 05/15/2023 | | | | | 95,786(6) | $349,619 | | | | | 05/15/2024 | | | | | 236,593(6) | $863,564 | | | | 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 | | | | | | | 03/15/2022 | | | | | | | 78,206(3) | $285,452 | | | 05/15/2023 | | | | | | | 215,517(4) | $786,637 | | | 05/15/2024 | | | | | | | 236,593(5) | $863,564 | | | 03/15/2022 | | | | | 26,069(6) | $95,152 | | | | | 05/15/2023 | | | | | 143,678(6) | $524,425 | | | | | 05/15/2024 | | | | | 236,593(6) | $863,564 | | | | Garry Wiseman | 09/15/2022 | | | | | | | 109,170(3) | $398,471 | | | 05/15/2023 | | | | | | | 215,517(4) | $786,637 | | | 05/15/2024 | | | | | | | 236,593(5) | $863,564 | | | 09/15/2022 | | | | | 36,390(6) | $132,824 | | | | | 05/15/2023 | | | | | 143,678(6) | $524,425 | | | | | 05/15/2024 | | | | | 236,593(6) | $863,564 | | |

  145. 2024 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 from May 2019 through December 2020 was pursuant to the 2019 Omnibus Plan. |

  146. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | Sabre Corporation 2025 Proxy Statement | | | 79 |

  147. 2024 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 was pursuant to the 2021 Omnibus Plan; (iv) granted from April 2023 through April 2024 was pursuant to the 2023 Omnibus Plan; and (v) granted after April 2024 was pursuant to the 2024 Omnibus Plan. |

  148. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) 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 for the measurement period from January 1, 2022 to December 31, 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%. |

  149. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) 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 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—2024 Equity Awards” for additional information on the calculation of Free Cash Flow. |

  150. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) The PSU awards granted on May 15, 2024 under the 2024 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 Free Cash Flow target level measured for each of 2024, 2025, and 2026, 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, 2024 to December 31, 2026, 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—2024 Equity Awards” for additional information on the calculation of Free Cash Flow. |

  151. 2024 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. |

  152. 2024 Option Exercises and Stock Vested Table

    2024 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, 2024. There were no options exercised by the named executive officers during the year ended December 31, 2024. For purposes of the table, the value realized is based upon the fair market value of our common stock on the various vesting dates.

  153. 2024 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Kurt Ekert | 350,019 | $1,084,055 | | Michael Randolfi | 132,175 | $420,814 | | Joe DiFonzo | 115,024 | $284,739 | | Roshan Mendis | 172,536 | $427,110 | | Garry Wiseman | 108,229 | $344,905 | | Ann Bruder | 71,839 | $227,730 |

  154. 2024 Option Exercises and Stock Vested Table

    | 80 | | | Sabre Corporation 2025 Proxy Statement |

  155. 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 would be 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, 2024 are described below. The actual amounts that would be paid or distributed to the named executive officers as a result of one of the termination events occurring in the future may be different than those presented below, as many factors will affect the amount of any payments and benefits upon a termination of employment. For example, some of the factors that could affect the amounts payable include the named executive officer’s base salary and the market price of the shares of our common stock. Although we have entered into written arrangements to provide these payments and benefits to these named executive officers in connection with a termination of employment under particular circumstances, we, or an acquirer, may mutually agree with our named executive officers 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, 2024, see “2024 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 The Board of Directors has 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.

  156. Potential Payments upon Termination or Change in Control

    | Sabre Corporation 2025 Proxy Statement | | | 81 |

  157. Potential Payments upon Termination or Change in Control

    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:

  158. 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 |

  159. 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. |

  160. 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. 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. Equity Awards Generally, under our 2014 Omnibus Plan, our 2016 Omnibus Plan, our 2019 Omnibus Plan, our 2021 Omnibus Plan, our 2023 Omnibus Plan, and our 2024 Omnibus Plan, in the event of a termination of employment:

  161. 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 |

  162. 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). |

  163. 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, our 2023 Omnibus Plan, and our 2024 Omnibus Plan, except as otherwise provided in the

  164. Potential Payments upon Termination or Change in Control

    | 82 | | | Sabre Corporation 2025 Proxy Statement |

  165. Potential Payments upon Termination or Change in Control

    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 these plans 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 2024 grant agreements under the 2024 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 2024 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”:

  166. 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 |

  167. 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. |

  168. Potential Payments upon Termination or Change in Control

    In the event of the “retirement” of the executive officer, (1) the terms of the 2024 PSU grant agreements under the 2024 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 2024 RSU grant agreements under the 2024 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 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 2024 grant agreements under the 2024 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 or a change in control of Sabre had occurred as of December 31, 2024. 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, 2024.

  169. Potential Payments upon Termination or Change in Control

    | Sabre Corporation 2025 Proxy Statement | | | 83 |

  170. Potential Payments upon Termination or Change in Control

    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, 2024 and assuming a stock price of $3.65 per share, the closing price of a share of our common stock on the Nasdaq Stock Market on December 31, 2024. On September 3, 2024, we approved Ann Bruder’s ceasing to serve as Executive Vice President and Chief Legal Officer of Sabre, effective as of September 13, 2024. Ms. Bruder’s last day of employment with Sabre was October 31, 2024. The termination of Ms. Bruder’s employment was considered to be a qualifying termination (as defined under Sabre’s Executive Severance Plan), and in connection with the termination of her employment, Ms. Bruder 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, Ms. Bruder was entitled to receive an amount equal to 150% of her current annual base salary and 110% of her target incentive opportunity for 2023, or an aggregate of $1,479,000, paid in installments over a period of 18 months following the date of termination. In addition, she is entitled to continued medical, dental, and vision insurance coverage for her and her 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 she 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 Ms. Bruder’s execution of a general release of liability against Sabre, which she has signed, and will be subject to compliance with applicable post-termination restrictive covenants and other obligations.

  171. 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

  172. 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 | $4,770,000 | — | $41,378 | $4,811,378 | | Involuntary termination in connection with change in control(5)(6) | $4,770,000 | $12,728,598 | $41,378 | $17,539,976 | | Retirement | — | — | — | — | | Death | — | $12,728,598 | $1,800,000 | $14,528,598 | | Disability | — | — | $600,000 | $600,000 | | Michael Randolfi | | | | | | Involuntary termination not in connection with change in control | $1,924,358 | — | $42,022 | $1,966,380 | | Involuntary termination in connection with change in control(5)(6) | $1,924,358 | $4,582,214 | $42,022 | $6,548,594 | | Retirement | — | — | — | — | | Death | — | $4,582,214 | $1,326,000 | $5,908,214 | | Disability | — | — | $505,200 | $505,200 |

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

    | 84 | | | Sabre Corporation 2025 Proxy Statement |

  174. 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 | | Joe DiFonzo | | | | | | Involuntary termination not in connection with change in control | $1,674,585 | — | $32,189 | $1,706,774 | | Involuntary termination in connection with change in control(5)(6) | $1,674,585 | $2,854,913 | $32,189 | $4,561,687 | | Retirement | — | — | — | — | | Death | — | $2,854,913 | $1,122,000 | $3,976,913 | | Disability | — | — | $1,618,919 | $1,618,919 | | Roshan Mendis | | | | | | Involuntary termination not in connection with change in control | $1,769,338 | — | $71,426 | $1,840,764 | | Involuntary termination in connection with change in control(5)(6) | $1,769,338 | $3,418,794 | $71,426 | $5,259,558 | | Retirement | — | — | — | — | | Death | — | $3,418,794 | $2,501,140 | $5,919,934 | | Disability | — | — | $468,964 | $468,964 | | Garry Wiseman | | | | | | Involuntary termination not in connection with change in control | $1,776,330 | — | $41,378 | $1,817,708 | | Involuntary termination in connection with change in control(5)(6) | $1,776,330 | $3,569,485 | $41,378 | $5,387,193 | | Retirement | — | — | — | — | | Death | — | $3,569,485 | $1,224,000 | $4,793,485 | | Disability | — | — | $1,086,820 | $1,086,820 |

  175. 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, 2024 for one of the following reasons: a termination of employment without cause or a termination of employment by a named executive officer for good reason; 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 31, 2024 of $3.65 per share. |

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

    | (2) Termination benefits are calculated in accordance with the Executive Severance Plan. For purposes of calculating the annual incentive, this reflects the base salary in effect as of December 31, 2024. |

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

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

  178. 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 1,594,272 shares of our common stock, the vesting of which would accelerate and (2) outstanding unvested PSU awards covering 1,893,015 shares of our common stock, the vesting of which would accelerate in the event of change in control or death. |

  179. 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 543,418 shares of our common stock, the vesting of which would accelerate and (2) outstanding unvested PSU awards covering 711,983 shares of our common stock, the vesting of which would accelerate in the event of change in control or death. |

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

    | • | For Mr. DiFonzo, amount includes the value of (1) outstanding unvested options to purchase 32,032 shares of our common stock, the vesting of which would accelerate, (2) outstanding unvested RSU awards covering 349,759 shares of our common stock, the vesting of which would accelerate, and (3) outstanding unvested PSU awards covering 432,409 shares of our common stock, the vesting of which would accelerate in the event of change in control or death. |

  181. 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 406,340 shares of our common stock, the vesting of which would accelerate, and (3) outstanding unvested PSU awards covering 530,316 shares of our common stock, the vesting of which would accelerate in the event of change in control or death. |

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

    | • | For Mr. Wiseman, amount includes the value of (1) outstanding unvested RSU awards covering 416,661 shares of our common stock, the vesting of which would accelerate and (2) outstanding unvested PSU awards covering 561,280 shares of our common stock, the vesting of which would accelerate in the event of change in control or death. |

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

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  184. 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). |

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

    | (5) The change-in-control calculations assume that on December 31, 2024 (1) a change in control of Sabre occurred and (2) the employment of each of the named executive officers was terminated without “cause.” |

  186. 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 such named executive officer’s 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. |

  187. 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 2024:

  188. CEO Pay Ratio

    | • | the annual total compensation of our median employee was $77,793 and |

  189. CEO Pay Ratio

    | • | the annual total compensation of our CEO, as reported in the 2024 Summary Compensation Table, was $8,530,530. |

  190. CEO Pay Ratio

    Based on this information, for 2024 we estimate the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 155 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. In accordance with Item 402(u), we are using the same “median employee” identified in 2023 in our 2024 pay ratio calculation, as there has been no change in our employee population or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure for 2024. See our 2023 proxy statement for information regarding the process we utilized to identify our “median employee.” We then identified and calculated the elements of this employee’s total compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $55,017. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table.

  191. CEO Pay Ratio

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  192. 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 by Sabre. See Appendix B for additional information on Adjusted EBITDA, including a non-GAAP to GAAP reconciliation. For 2024, 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, indirect tax matters, stock-based compensation and the (benefit) provision for income taxes. 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 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, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining provision (benefit) for income taxes. For 2021, Adjusted EBITDA was defined as (Loss) Income 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, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining (benefit) provision for income taxes; the calculation of Adjusted EBITDA was to no longer exclude the amortization of upfront incentive consideration in all periods presented. For 2020, Adjusted EBITDA was defined as (Loss) Income 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, amortization of upfront incentive consideration, interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining provision for income taxes. |