DEF 14A of Sabre Corp
Filed Mar 19, 2026 · FY20250001193125-26-115957
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.
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 • Nominating and Governance 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 |
Information on Director Nominees
| 2 | | | Sabre Corporation 2026 Proxy Statement |
Information on Director Nominees
| Name and Occupation | Committee Roles | Independent | Experience Highlights | | Eric Kelly Chairman and CEO, Bridge 2 Technologies | • 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 | | Damian McKay Chief Executive Officer, Vela Software Group, an operating division of Constellation Software | • Technology Committee | ✓ | • Extensive corporate development and mergers and acquisitions experience, including through leadership of global software acquisition strategies across multiple industry verticals • Deep operational experience as Chief Executive Officer leading global, multi-division software businesses, with significant expertise in vertical software platforms | | 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 |
Information on Director Nominees
| Sabre Corporation 2026 Proxy Statement | | | 3 |
Information on Director Nominees
| Name and Occupation | Committee Roles | Independent | Experience Highlights | | Elaine Paul Corporate Director | • Audit Committee • Compensation 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 | | 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 | | 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 |
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.
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, with an emphasis on AI, innovation, technology disruption and forward thinking • Financial background • International experience • Marketing or sales background • Other functional expertise |
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.
Director Nominee Criteria and Process
| Sabre Corporation 2026 Proxy Statement | | | 13 |
Attributes of Director Nominees
Attributes of Director Nominees The Nominating and Governance Committee believes that each of our nominees for election the Annual Meeting possesses all of the general attributes described above. The following chart provides an overview of certain attributes that we believe are applicable to our nominees for election at the Annual Meeting.
Attributes of Director Nominees
| Name | International | B2B Services | Travel | Airline | ESG | Marketing/Sales | AI/Technology | Operations | Capital Markets | Risk and Strategy | | George Bravante, Jr. | | ¡ | ¡ | ¡ | ¡ | | | ¡ | ¡ | ¡ | | Hervé Couturier | ¡ | ¡ | ¡ | | | | ¡ | | | ¡ | | Kurt Ekert | ¡ | ¡ | ¡ | ¡ | | ¡ | ¡ | ¡ | | ¡ | | Eric Kelly | ¡ | ¡ | | | | ¡ | ¡ | ¡ | ¡ | ¡ | | Gail Mandel | ¡ | ¡ | ¡ | | ¡ | | ¡ | ¡ | ¡ | ¡ | | Damian McKay | ¡ | ¡ | ¡ | | | ¡ | ¡ | ¡ | | ¡ | | Phyllis Newhouse | ¡ | ¡ | | | | ¡ | ¡ | ¡ | ¡ | ¡ | | Elaine Paul | ¡ | | ¡ | | ¡ | | ¡ | | ¡ | ¡ | | John Scott | ¡ | ¡ | ¡ | | | ¡ | | ¡ | ¡ | ¡ | | Ashan Willy | ¡ | ¡ | | | | ¡ | ¡ | ¡ | | ¡ |
Attributes of Director Nominees
See “Certain Information Regarding Nominees for Director” for additional information regarding director qualifications.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
General Information
General Information Our business and affairs are managed under the direction of our Board of Directors. Our Certificate of Incorporation provides that our Board of Directors shall consist of at least five directors but no more than thirteen directors. As of the date of this proxy statement, the Board of Directors consists of eleven members. Ms. Sturgis, who has served on the Board of Directors since 2021, will not stand for reelection at the Annual Meeting in light of increased outside obligations, as well as a recent relocation. We would like to thank Ms. Sturgis for her many years of service and substantial contributions to the Board of Directors and Sabre. Following the Annual Meeting, the Board of Directors will consist of ten members. 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 2027 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.
Strategic Governance Agreement
Strategic Governance Agreement On March 5, 2026, we entered into a Strategic Governance Agreement (the “Strategic Governance Agreement”) with Constellation Canadian Holdings Inc., an Ontario corporation, and Constellation Software Inc., an Ontario corporation (collectively, the “Constellation Parties”), regarding the composition of our Board and certain other matters. Pursuant to the Strategic Governance Agreement, we agreed, among other things: (a) to appoint Damian McKay to the Board, with an initial term expiring at the 2026 Annual Meeting; (b) to appoint Mr. McKay to the Technology Committee; and (c) to nominate Mr. McKay for election at the 2026 Annual Meeting and recommend that our stockholders vote to elect Mr. McKay at the 2026 Annual Meeting. During the period ending on the later of (i) the earlier of (a) 30 days prior to the director nomination deadline for our 2027 annual meeting of stockholders and (b) 120 days prior to the first anniversary of the 2026 Annual Meeting, and (ii) 10 days after the date on which Mr. McKay ceases to serve on the Board (the “Specified Period”), the Constellation Parties have agreed to certain standstill restrictions (subject to certain customary carveouts), including, among other things, agreeing not to acquire beneficial ownership of and economic exposure to more than 15% of our outstanding shares of common stock in the aggregate. At any stockholder meeting during the Specified Period, the Constellation Parties have also agreed to vote in a manner consistent with the recommendation of the Board (subject to certain customary carveouts). The Strategic Governance Agreement also contains certain customary mutual non-disparagement and confidentiality provisions. The foregoing is a summary of the Strategic Governance Agreement and the complete Strategic Governance Agreement is available as Exhibit 10.1 to our Current Report on Form 8-K filed on March 5, 2026.
Strategic Governance Agreement
| 22 | | | Sabre Corporation 2026 Proxy Statement |
Certain Information Regarding Nominees for Director
Certain Information Regarding Nominees for Director The names of the nominees, their ages as of March 19, 2026, 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, 2021. All of the nominees are current directors standing for reelection.
Certain Information Regarding Nominees for Director
| Sabre Corporation 2026 Proxy Statement | | | 23 |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
| Director since: 2014 Principal Occupation Co-founder of Bravante-Curci Investors, LP, Owner of Bravante Produce, and CEO of Pacific Agricultural Realty, LP Age: 67 Board Committees • Audit (Chair) • Executive • Nominating and Governance Skills and Qualifications • B2B Services • Travel • Airline • ESG • Operations • Capital Markets • Risk and Strategy | 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. | | | 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) |
For a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
| Director since: 2017 Principal Occupation President, Kerney Partners Age: 67 Board Committees • Technology (Chair) • Audit • Executive Skills and Qualifications • International • B2B Services • Travel • AI/Technology • Risk and Strategy | 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. • 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. | | | 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) |
For a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
| Director since: 2023 Principal Occupation Chief Executive Officer and President, Sabre Corporation Age: 55 Board Committees • Executive • Technology Skills and Qualifications • International • B2B Services • Travel • Airline • Hospitality • Marketing/Sales • AI/Technology • Operations • Risk and Strategy | 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 and then Travelport. • 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 meetings 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. • 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 as a Director of the Carlson Companies, and also as Chair of 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. | | | 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 and 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, The Carlson Companies (2019 – 2021) • Director, eNett (2013 – 2015) • Director, World Travel & Tourism Council (2016 – 2021) • Chairman, U.S. Department of Commerce Travel & Tourism Advisory Board (2016 – 2021) |
For a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
| Director since: 2025 Principal Occupation Chairman and CEO, Bridge 2 Technologies Age: 67 Board Committees • Audit • Technology Skills and Qualifications • International • B2B Services • Marketing/Sales • AI/Technology • Operations • Risk and Strategy | 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 oversaw 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 • 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. | | | Business Experience Highlights • Founder and Chairman, Bridge 2 Technologies, LLC (2018 – Present) • Chairman and CEO, Overland Tandberg Inc. (2018 – 2025) • 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) |
For a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
| Director since: 2020 Principal Occupation Managing Director, Focused Point Ventures, LLC Age: 57 Board Committees • Nominating and Governance (Chair) • Compensation • Executive (Chair) Skills and Qualifications • International • B2B Services • Travel • ESG • AI/Technology • Operations • Capital Markets • Risk and Strategy | 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 oversight 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. • 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 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. | | | 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 and Controller (Travel Services), Cendant Hospitality/Travel (1999 – 2006) Other Public Company Board Experience • Dave & Buster’s Entertainment, Inc. (2022 – 2025) • Hilton Grand Vacations Inc. (2024 – Present) Other Qualifications • Audit Committee financial expert • CPA (currently inactive) |
For a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
| Director since: 2026 Principal Occupation Chief Executive Officer – Vela Software Group, an operating division of Constellation Software Age: 54 Board Committees • Technology Skills and Qualifications • International • B2B Services • Travel • Marketing/Sales • AI/Technology • Operations • Risk and Strategy | DAMIAN MCKAY | Independent Director | | | Relevant Expertise • Corporate development and mergers and acquisitions veteran through his tenure as CEO of multiple large, global software companies, including Datamine Software Limited, a Canadian mining software company and subsequently Vela Software, an acquirer, manager, and builder of global software businesses across 80 industry verticals owned by Constellation Software, a global software conglomerate based in Canada. In 2015, Mr. McKay led Datamine through its transformative acquisition by and subsequent integration with Vela, where he continued to grow Datamine by acquiring businesses with complementary technologies. Following his promotion to CEO of Vela in 2020, he has continued to build out Vela’s portfolio through a deliberate acquisitions strategy designed around building software verticals. • Deep experience building vertical software platforms through his experience at Vela, where Mr. McKay has overseen Vela’s significant expansion strategy, he has driven growth by acquiring businesses that provided software and services to a variety of verticals. Since September 2020, Vela has acquired over 150 software companies in verticals that include mining, oil and gas, travel, healthcare, financial and accounting services. Through successful capital deployment, Mr. McKay and his colleagues have driven returns by improving operating performance, driving organic growth and investing additional capital while allowing the acquired businesses to operate with a large degree of autonomy. • Extensive public and private company board experience. Mr. McKay has served on the Advisory Board of Constellation Software since 2025, where he draws on his specialized knowledge, experience and perspective to provide Constellation’s board of directors with strategic, technological, investing and operating advice and insights. He has furthermore served on the boards of at least 44 entities in jurisdictions spanning the United States, the United Kingdom, Canada, New Zealand, and India, comprising variously subsidiaries of Datamine, Vela, and Constellation Software, and operating in industries spanning engineering, software, consulting, and logistics services. | | | Business Experience Highlights • CEO, Vela Software Group, an operating division of Constellation Software (2020 – Present) • CEO & Managing Director, Datamine Software Limited (2012 – 2020) • Various Executive Positions, Energy Services Australia - New Zealand, GE Energy (2000 – 2011) • General Manager of Sales, AGL Energy (1996 – 2000) • Energy Trading / Key Account Manager, CitiPower and Powercor (1994 – 1996) Other Board Experience • Member, Advisory Board, Constellation Software Inc. (TSX: CSU) (2025 – present) • Director, Datamine Software Limited (2012 – 2020) |
For a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
| Director since: 2021 Principal Occupation: Founder and CEO, Xtreme Solutions, Inc. Age: 63 Board Committees • Audit • Technology Skills and Qualifications • International • B2B Services • Marketing/Sales • AI/Technology • Operations • Capital Markets • Risk and Strategy | 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. • 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 U.S. civilian and military government travel system segments, our Board of Directors and management team benefit from her insights on successfully partnering with the U.S. military and government. | | | Business Experience Highlights • Founder and CEO, Xtreme Solutions, Inc. (2002 – Present) • Founder and CEO, ShoulderUp Technology Acquisition Corp. (2021 – 2025) • 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 • CID Holdco, Inc. (Dot AI Corp.) (2025 – Present) • Heliogen, Inc. (2021 – 2025) • Athena Technology Acquisition Corp. (2020 – 2021) • ShoulderUp Technology Acquisition Corp. (2021 – 2025) |
For a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
| Director since: 2024 Principal Occupation Corporate Director Age: 58 Board Committees • Audit • Compensation Skills and Qualifications • International • Travel • ESG • AI/Technology • Capital Markets • Risk and Strategy | 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. • 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. | | | 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, Other Public Company Board Experience • Marqeta, Inc. (2025 – Present) |
For a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
| Director since: 2020 Principal Occupation Founder and Chairman of Park House Age: 60 Board Committees • Compensation (Chair) • Executive • Nominating and Governance Skills and Qualifications • International • B2B Services • Travel • Marketing/Sales • Operations • Capital Markets • Risk and Strategy | 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. • 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. | | | 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) |
For a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
| Director since: 2025 Principal Occupation CEO of New Relic, Inc. Age: 54 Board Committees • Compensation • Technology Skills and Qualifications • International • B2B Services • Marketing/Sales • AI/Technology • Operations • Risk and Strategy | ASHAN WILLY | 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. • 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. | | | 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) |
Director Compensation Program
Director Compensation Program 2025 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.” 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. As a result, for 2025, the compensation program consisted of the following elements:
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) | $200,000 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 $20,000, paid quarterly | | Technology Committee member annual cash retainer | additional $10,000, paid quarterly |
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. In addition, 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
Director Compensation Program
| 34 | | | Sabre Corporation 2026 Proxy Statement |
Director Compensation Program
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 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. Reduction in Shares Issued for 2025 Annual Director Grant Notwithstanding the program described above, the Compensation Committee recommended, and the Board approved, the use of a minimum stock price of $3.50 per share to calculate the number of shares issued for the annual grants to directors under the 2024 Director Plan on April 23, 2025, including restricted stock units awarded to newly-elected directors on that date. Because the closing stock price on April 23, 2025 was $2.15, this $3.50 limitation significantly reduced the number of shares issued to directors on this date. See “Compensation Discussion and Analysis” for more information on a minimum stock price utilized for annual grants to executive officers and team members on May 15, 2025. Non-Employee Directors Compensation Deferral Plan We maintain the Sabre Corporation Non-Employee Directors Compensation Deferral Plan (the “Director Deferral Plan”), a non-qualified deferred compensation plan that allows non-employee directors to defer receipt of all or a portion of the shares of our common stock subject to their restricted stock unit awards. Each participating non-employee director has a notional account established to reflect the vesting of his or her restricted stock unit awards and any associated notional dividend equivalents. Non-employee directors are fully vested in their accounts. Deferrals are distributed in the form of Sabre common stock after the director terminates his or her service on the Board of Directors or, if earlier, in the event of a change in control of Sabre. 2025 Director Compensation Table The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors during 2025. Mr. Ekert, who is our CEO and President, does not receive any compensation for his service as a director and is not included in this table. The compensation received by Mr. Ekert as an employee is presented in the “2025 Summary Compensation Table” below.
Director Compensation Program
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Total ($) | | George Bravante, Jr. | $126,896 | $122,857 | $249,753 | | Hervé Couturier | $124,514 | $122,857 | $247,371 | | Eric Kelly | $115,000 | $160,000 | $275,000 | | Gail Mandel | $275,000 | $122,857 | $397,857 | | Phyllis Newhouse | $115,000 | $122,857 | $237,857 | | Elaine Paul | $115,027 | $122,857 | $237,885 | | Karl Peterson(1) | $28,187 | — | $28,187 | | John Scott | $120,000 | $122,857 | $242,857 | | Wendi Sturgis | $110,000 | $122,857 | $232,857 | | Ashan Willy | $75,852 | $122,857 | $198,709 |
Director Compensation Program
| (1) Mr. Peterson retired from the Board of Directors effective April 23, 2025. |
Director Compensation Program
| Sabre Corporation 2026 Proxy Statement | | | 35 |
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 2025, 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, 2025. The amounts reported in this column reflect the accounting cost for these stock-based awards, and do not correspond to the actual economic value that may be received by the non-employee members of our Board of Directors from their awards. The amounts also reflect the use of a minimum stock price of $3.50 per share to calculate the number of shares issued for grants to directors under the 2024 Director Plan on April 23, 2025. The use of this $3.50 calculation had the effect of significantly limiting the number of shares issued to directors on this date. |
Director Compensation Program
| (3) The following table sets forth information on the restricted stock unit awards for shares of our common stock granted in 2025 and the aggregate number of shares of our common stock subject to such outstanding restricted stock unit awards held at December 31, 2025 by the non-employee members of our Board of Directors. |
Director Compensation Program
| Director | Grant Date | Restricted Stock Units Awarded in 2025 (#) | Restricted Stock Units Held at December 31, 2025 (#) | | George Bravante, Jr. | 04/23/2025 | 57,143(a) | 115,114(a) | | Hervé Couturier | 04/23/2025 | 57,143 | 57,143 | | Eric Kelly | 01/01/2025 | 43,836 | 43,836 | | Gail Mandel | 04/23/2025 | 57,143(a) | 115,114(a) | | Phyllis Newhouse | 04/23/2025 | 57,143 | 57,143 | | Elaine Paul | 04/23/2025 | 57,143(a) | 57,143(a) | | John Scott | 04/23/2025 | 57,143(a) | 115,114(a) | | Wendi Sturgis | 04/23/2025 | 57,143(a) | 115,114(a) | | Ashan Willy | 04/23/2025 | 57,143 | 57,143 |
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. The number of deferred stock units outstanding as of December 31, 2025 held by Mr. Bravante, Ms. Mandel, Ms. Paul, Mr. Scott, and Ms. Sturgis were 115,114; 115,114; 57,143; 115,114; and 115,114, respectively. |
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.
Director Compensation Program
| 36 | | | Sabre Corporation 2026 Proxy Statement |
Alignment of 2026 Omnibus Plan with Stockholders’ Interests
| • | No Single Trigger Vesting Upon a Change in Control. The 2026 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. |
Alignment of 2026 Director Plan with Stockholders’ Interests
| • | No Single Trigger Vesting Upon a Change in Control. The 2026 Director Plan provides that all outstanding equity awards will become exercisable and/or vest in the event of a change in control of Sabre only if these awards are not assumed, continued, or substituted by the surviving corporation, or if the holder’s service on the Board terminates in connection with a change in control of Sabre. |
Executive Summary
| Topics Discussed | • Our executive compensation program, including short- and long-term incentive design • Our request for additional shares under the 2025 Omnibus Plan • Our ongoing focus on Board of Directors’ refreshment and our governance structure |
Executive Summary
We received generally positive feedback on our executive compensation program. Stockholders indicated their understanding of the importance of share requests for equity plans and noted their general alignment with the design of the 2025 executive compensation program. See “—Committee Consideration of 2025 Stockholder Advisory (“Say-on-Pay”) Vote on the Compensation of Our Named Executive Officers.” They noted their support of the higher mix of PSUs in the long-term incentive program. Stockholders also provided feedback on various aspects of the program, including the performance measures utilized in the annual and long-term incentive programs. The Compensation Committee considered this feedback from stockholders as it developed the design of our 2026 executive compensation program. See “2026 Executive Compensation Program.” Stockholders were generally supportive of our governance program, with some stockholders specifically expressing support for the Board’s approach to director refreshment and succession planning. 2025 Executive Compensation Program The Compensation Committee took certain actions with respect to the 2025 compensation of our named executive officers, including the following:
Executive Summary
| • | Annual cash incentive framework. The performance measures approved in February 2025 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% of the executive officer’s target payout. Based on individual performance, the payout amounts may be adjusted higher or lower. See “—Annual Incentive Compensation” for additional information. |
Executive Summary
| • | Long-term incentive awards. We granted long-term incentive awards in May 2025, after setting the target long-term incentive compensation award value for each named executive officer. This target award value was divided into a grant consisting of a PSU award (approximately 60%) and an RSU award (approximately 40%), as discussed below. The Compensation Committee determined to increase the allocation of PSUs after considering investor feedback during our 2024 outreach program requesting additional focus on long-term performance-based awards. In addition, in light of recent reductions in our stock price, the Compensation Committee approved in April 2025 the use of a minimum stock price of $3.50 per share to calculate the number of shares issued for annual grants on May 15, 2025, including PSUs and RSUs. Because the closing stock price on May 15, 2025 was $2.95, this $3.50 limit had the effect of significantly reducing the number of shares issued to executive officers and other plan participants on this date. |
Executive Summary
| • | PSUs. The PSUs granted in May 2025 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 |
Executive Summary
| the target number of PSUs based on our actual performance in each of the three one-year performance periods against the Free Cash Flow metric established for the performance period. These Free Cash Flow metrics for each year were established in February 2025. 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 cumulative 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%. See “—Long-Term Incentive Compensation” for additional information. |
Executive Summary
| • | RSUs. The RSUs granted in May 2025 vest ratably on an annual basis over three years, subject to the named executive officer’s continued employment through the applicable vesting date. |
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. |
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 |
Executive Summary
| ✓ 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 |
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. |
2025 Total Direct Compensation Mix
2025 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 more closely link his or her interests to those of our stockholders, a significant portion of each executive officer’s total direct compensation is provided in the form of PSUs and RSUs. We believe that providing a significant portion of our executive officers’ total direct compensation in the form of PSUs and RSUs that vest over a multi-year period focuses 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 2025 is set forth below.
2025 Total Direct Compensation Mix
In addition, the Compensation Committee believes that Mr. Ekert’s target incentive compensation for 2025 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:
Compensation-Setting Process
| • | Assisted in the review of our compensation peer group. |
Compensation-Setting Process
| • | Analyzed the executive compensation levels and practices of the companies in our compensation peer group. |
Compensation-Setting Process
| • | Analyzed various design alternatives for the long-term incentive compensation program. |
Compensation-Setting Process
compensation program and establishing target compensation levels for our executive officers, including our named executive officers. 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 System Inc.), resulting in a compensation peer group for 2025 consisting of the following companies:
Compensation-Setting Process
Competitive comparison data was collected from publicly-available information contained in the SEC filings of the compensation peer group companies, as well as from the Radford Global Technology Survey. The competitive market data described above was not and is not used by the Compensation Committee in isolation but rather serves as one point of reference in its deliberations on executive compensation. The Compensation Committee uses the competitive market data described above as a guide when making decisions about total direct compensation, as well as individual elements of compensation; however, the Compensation Committee does not target a specific marketing position for our executive officers’ compensation. While market competitiveness is important, it is not the only factor the Compensation Committee considers when establishing compensation opportunities of our executive officers. Actual compensation decisions also depend upon the consideration of other factors that the Compensation Committee deems relevant, such as the financial and operational performance of our businesses, individual performance, specific retention concerns, internal equity, and external factors, as well as stockholder feedback received in connection with our annual stockholder outreach program. In December 2025, 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 2026 executive compensation program, consistent with the Compensation Committee’s approach in determining the compensation peer group for 2025. 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. Following its review, the Compensation Committee determined that no changes to the compensation peer group were needed for 2026.
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. |
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. |
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. |
Compensation-Setting Process
| • | Capped Annual Cash Incentive and PSU Awards. Awards in 2025 under the annual cash incentive compensation plan and grants of PSU awards were each capped at 200% of the target award level. |
Compensation Elements of 2025 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 | PSUs | Supports achievement of our long-term strategic and financial objectives and creates an incentive to deliver stockholder value | | | RSUs | 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 |
Compensation Elements of 2025 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 approved no base salary increase for our named executive officers, other than Ms. Catto and Mr. Wiseman, in order to continue the ongoing focus on the named executive officers’ performance-based compensation, which is intended to further align the interests of our executive officers, including our named executive officers, with those of our stockholders generally. The base salaries paid to our named executive officers during 2025 are set forth in the “2025 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. Annual Cash Incentive Target For purposes of the 2025 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 2025 and was as follows for our named executive officers:
Compensation Elements of 2025 Total Direct Compensation
| Named Executive Officer | 2025 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 | | Jennifer Catto | 85% | 0% to 200% of target | | Roshan Mendis | 85% | 0% to 200% of target | | Garry Wiseman | 85% | 0% to 200% of target | | Scott Wilson | 85% | 0% to 200% of target |
Compensation Elements of 2025 Total Direct Compensation
| Performance Measures(1) | Weighting | | 2025 Adjusted EBITDA +/- 10% Free Cash Flow modifier(2) Amounts may be adjusted higher or lower, based on individual performance | 100% |
Compensation Elements of 2025 Total Direct Compensation
| (1) When the Compensation Committee established the 2025 Adjusted EBITDA and Free Cash Flow performance measures in February 2025, Sabre had not sold its Hospitality Solutions business and that business’ results were included in the 2025 Adjusted EBITDA. As discussed below, in connection with the sale of the Hospitality Solutions business, Sabre began presenting Normalized Adjusted EBITDA and Pro Forma Free Cash Flow, which give effect to the sale of the Hospitality Solutions business, and the Compensation Committee used these measures in determining 2025 EIP performance, to reflect the effect of the sale of the Hospitality Solutions business. |
Compensation Elements of 2025 Total Direct Compensation
In connection with certifying performance of the payments under the 2025 EIP, the Compensation Committee noted that 2025 Normalized Adjusted EBITDA metric was initially achieved below the threshold goal of $600 million for 2025. However, given the unusual external pressures on the travel industry during 2025, including the effects of tariff uncertainties and an extended government shutdown, the Compensation Committee determined to provide a payout to all 2025 EIP participants, including our named executive officers, based on the 40.5% achievement level in determining the amount of the 2025 EIP payouts. Had the Compensation Committee not determined to utilize the 40.5% achievement level in determining the percent achieved for the 2025 EIP, 2025 EIP participants, including our named executive officers, would not have received any payout in respect of 2025. The Compensation Committee noted that, notwithstanding the unusual external pressures described above, Sabre nevertheless recorded double-digit year-on-year growth in Normalized Adjusted EBITDA and generated positive Pro Forma Free Cash Flow. After the application of the modification resulting from the 2025 Pro Forma Free Cash Flow results, the Compensation Committee determined that our performance under the 2025 EIP resulted in a payout equal to 30.5%. The Compensation Committee’s determination to use Pro Forma Free Cash Flow in lieu of Free Cash Flow for the performance modifier did not have any effect on the 2025 EIP payout percentage. The Compensation Committee did not make any discretionary adjustments in 2025 for any of the named executive officers with respect to their individual performance. As a result, the Compensation Committee approved annual cash incentive payouts for 2025 as follows:
Compensation Elements of 2025 Total Direct Compensation
| Named Executive Officer(1) | 2025 Cash Incentive Target | 2025 Cash Incentive Payment | 2025 Cash Incentive Payment as a Percentage of Cash Incentive Target | | Kurt Ekert | $1,350,000 | $411,750 | 30.5% | | Michael Randolfi | $596,700 | $181,994 | 30.5% | | Jennifer Catto | $479,254 | $146,172 | 30.5% | | Roshan Mendis | $557,364 | $169,996 | 30.5% | | Garry Wiseman | $530,604 | $159,461 | 30.5% | | Scott Wilson | $589,400 | — | — |
Compensation Elements of 2025 Total Direct Compensation
| (1) Mr. Wilson was not paid a 2025 annual cash incentive as a result of his departure from Sabre. |
Compensation Elements of 2025 Total Direct Compensation
In addition to the cash incentive payout described above, the Compensation Committee approved cash payments to each of the named executive officers, other than Mr. Ekert. These payments are subject to a retention clawback, in which the named executive officers must repay the amount in full in the event that the named executive officer voluntarily resigns from Sabre prior to December 31, 2027. The Compensation Committee believes that the payment of this amount reflects the current challenges of the company as it navigates through its current turnaround scenario, while encouraging our executive officers to successfully implement our strategic growth initiatives in the next two years. The Compensation Committee noted that the amount of these cash payments were slightly above the executive officers’ base salary, reflecting their critical roles in helping to accomplish positive future results for Sabre. The cash incentives and additional cash payments paid to our named executive officers for 2025 are included in the “2025 Summary Compensation Table” below. Long-Term Incentive Compensation We use long-term incentive compensation in the form of RSUs and PSUs 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. As described below, these awards are subject to vesting terms, which include continued employment with Sabre for specified periods of time, and in certain cases, the achievement of specified performance criteria. In determining the target 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, as well as stockholder feedback received in connection with our annual stockholder outreach program. 2025 Equity Awards The Compensation Committee approved equity awards to our named executive officers, which were granted on May 15, 2025. For 2025, 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 target 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. Previously, the award was divided into an equal number of PSUs and RSUs; however, for 2025, the Compensation Committee determined to increase the percentage of PSUs to 60% and reduce the percentage of RSUs to 40%. In making this change, the Compensation Committee considered investor feedback provided during our 2024 outreach program that requested additional focus on long-term performance-based awards. The Compensation Committee believes that this allocation focuses on compensation that is tied to our performance and further aligns leadership rewards with stockholder value.
Compensation Elements of 2025 Total Direct Compensation
| Named Executive Officer | May 2025 Initial Equity Award Value (Before Application of Minimum $3.50 Stock Price) | May 2025 Equity Award Value (After Application of Minimum $3.50 Stock Price) | May 2025 Amount of PSU Award | May 2025 Amount of RSU Award | | Kurt Ekert | $7,000,000 | $5,900,000 | $3,540,000 | $2,360,000 | | Michael Randolfi | $2,500,000 | $2,107,140 | $1,264,284 | $842,856 | | Jennfier Catto | $2,000,000 | $1,685,712 | $1,011,428 | $674,284 | | Roshan Mendis | $2,500,000 | $2,107,140 | $1,264,284 | $842,856 | | Garry Wiseman | $2,000,000 | $1,685,712 | $1,011,428 | $674,284 | | Scott Wilson(1) | $2,000,000 | $1,685,712 | $1,011,428 | $674,284 |
Compensation Elements of 2025 Total Direct Compensation
The PSUs granted in May 2025 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 annual performance in each of the three one-year performance periods against the Free Cash Flow goal established for the performance period, which the Compensation Committee believes provides our named executive officers with an effective incentive to accomplish key milestones in a turnaround situation. These Free Cash Flow targets for each of the three years were established in February 2025 and based on our multi-year outlook as of February 2025. One-third of the PSU grant is at risk each calendar year during the three-year measurement period, and the executive officer will bank shares based on our Free Cash Flow performance for that year. The final aggregate number of shares of common stock eligible to be earned with respect to the PSU 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 cumulative three-year measurement period from January 1, 2025 to December 31, 2027, 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, to the extent earned, on May 15, 2028, subject to the named executive officer’s continued employment through this vesting date.
Compensation Elements of 2025 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. In light of the sale of our Hospitality Solutions business, the Compensation Committee utilized Pro Forma Free Cash Flow for the purposes of 2025, as described above. Appendix C provides additional information on Free Cash Flow and Pro Forma Free Cash Flow, including a non-GAAP to GAAP reconciliation. In February 2026, the Compensation Committee determined that our Pro Forma Free Cash Flow for 2025 was $57 million, resulting in a funding level of 0% with respect to the 2025 tranche of the PSU awards granted in 2025. As noted above, these PSUs will vest on May 15, 2028, 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 2025 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 “2025 Summary Compensation Table” and the “2025 Grants of Plan-Based Awards Table” below.
Compensation Elements of 2025 Total Direct Compensation
PSU Awards Granted in 2024 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 one-year performance periods against the Free Cash Flow metric established for that performance period. 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 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 cumulative 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.
Compensation Elements of 2025 Total Direct Compensation
Based on our Pro Forma Free Cash Flow for 2025 of $57 million, the Compensation Committee determined in February 2026 that the funding level of 2025 tranche of the PSU awards granted in 2024 was 0%. In February 2025, the Compensation Committee determined that the funding level of the 2024 tranche of the PSU awards granted in 2024 was 100%. As of the date of this proxy statement, we expect that the funding level of the 2026 tranche of the PSU awards granted in 2024 will be 0%. PSU Awards Granted in 2023 The PSUs granted in May 2023 had 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 was 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 had a three-year cliff vest and vested on May 15, 2025, 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 ranged from 0% to 200% of the number of units granted, depending on the degree to which we achieved our Free Cash Flow target for each of 2023, 2024, and 2025, subject to the TSR modifier described above.
Compensation Elements of 2025 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. |
Compensation Elements of 2025 Total Direct Compensation
Based on our Pro Forma Free Cash Flow for 2025 of $57 million, calculated as described above, the Compensation Committee determined in February 2026 that the funding level of 2025 tranche of the PSU awards granted in 2023 was 0%. In February 2025, the Compensation Committee determined that the funding level of the 2024 tranche of the PSU awards granted in 2023 was 0%, and in March 2024, the Compensation Committee determined that the funding level of the 2023 tranche of the PSU awards granted in 2023 was 100%. Based on the Compensation Committee’s calculation of the TSR modifier described above, the funding level of the 2023 tranche of the PSU awards granted in 2023 was then decreased by 10%, resulting in a final funding level of 90%. Hospitality Solutions Bonus Payment On July 3, 2025, pursuant to the authorization of the Compensation Committee, Sabre approved a one-time cash bonus payment of $5,300,000 to Mr. Wilson, who at that time served as Executive Vice President, Sabre and President, Hospitality Solutions. Payment of this bonus was contingent upon the consummation of the sale of Sabre’s Hospitality Solutions business under the terms of an April 2025 stock purchase agreement. Following the consummation of the sale, Mr. Wilson’s employment with Sabre was terminated. As a result of his termination of employment, Mr. Wilson’s outstanding unvested equity awards from Sabre expired and were forfeited. This cash payment was granted to Mr. Wilson in recognition of his significant contribution and efforts toward completing the sale of our Hospitality Solutions business. 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.
2026 Executive Compensation Program
| • | Annual cash incentive framework. For our executive officers the performance measures for 2026 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 2026 annual cash incentive is expected to be paid in March 2027. |
2026 Executive Compensation Program
| • | Long-term incentive awards. We approved in February 2026 the design of the long-term incentive awards that are expected to be granted in May 2026 (subject to approval of the 2026 Omnibus Plan). These awards are expected to be divided into a grant consisting of PSUs (60%) and RSUs (40%), as discussed below. |
2026 Executive Compensation Program
| • | PSUs. The design of the PSUs expected to be granted in May 2026 is expected to utilize Free Cash Flow as the performance measure. 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 cumulative measurement period, which can increase or decrease the aggregate number of PSUs earned by 10%, subject to a maximum overall payout of 200%. |
2026 Executive Compensation Program
| • | RSUs. The design of the RSUs expected to be granted in May 2026 provides that the RSUs will vest ratably on an annual basis, subject to the named executive officer’s continued employment through the applicable vesting date. |
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 prior 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.
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. 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). For additional information, see “—Potential Payments upon Termination or Change in Control” below.
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, 2025, 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.
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 15th day of the fifth month of our fiscal year, or if such day is not a business day, the first business day immediately preceding such day. 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. Although we have not granted stock options since 2020, 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 pursuant to our 2025 Omnibus Plan. 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.
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.
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.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth the compensation paid to, received by, or earned during fiscal years 2025, 2024, and 2023 by our named executive officers:
2025 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 | 2025 | $900,000 | — | $6,044,000 | $411,750 | $54,098 | $7,409,848 | | | 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 | | Michael Randolfi | | | | | | | | | Executive Vice President and Chief Financial Officer | 2025 | $663,000 | $750,000 | $2,158,569 | $181,994 | $85,142 | $3,838,705 | | | 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 | | Jennifer Catto | | | | | | | | | Executive Vice President and Chief Marketing Officer | 2025 | $572,220 | $900,000 | $3,726,857 | $146,172 | $152,922 | $5,498,171 | | Roshan Mendis | | | | | | | | | Executive Vice President and Chief Commercial Officer | 2025 | $655,722 | $750,000 | $2,158,569 | $169,996 | $61,569 | $3,795,856 | | | 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 | | Garry Wiseman | | | | | | | | | Executive Vice President and Chief Product and Technology Officer | 2025 | $624,240 | $750,000 | $1,726,855 | $159,461 | $91,248 | $3,351,804 | | | 2024 | $606,000 | — | $1,518,927 | $566,641 | $123,395 | $2,814,963 | | Scott Wilson | | | | | | | | | Former Executive Vice President and President, Hospitality Solutions | 2025 | $589,401 | $5,300,000 | $1,726,855 | — | $1,813,781 | $9,430,037 |
2025 Summary Compensation Table
| (1) Effective February 19, 2026, Mr. Wiseman was promoted to President, Product and Engineering. On February 16, 2026, Mr. Mendis informed Sabre that he intends to leave Sabre to accept an external position. Mr. Mendis is expected to continue to serve as Senior Advisor through his anticipated departure in the second quarter of 2026. Mr. Wilson’s employment was terminated on July 3, 2025, following the closing of the sale of our Hospitality Solutions business on that date. |
2025 Summary Compensation Table
| (2) The amount in 2025 for Messrs. Randolfi, Mendis, and Wiseman and Ms. Catto reflect a supplemental cash payment approved by the Compensation Committee in February 2026 in the amounts of $750,000, $750,000, $750,000, and $650,000, respectively. These payments are subject to a retention clawback, in which the named executive officers must repay the amount in full in the event that the named executive officer voluntarily resigns from Sabre prior to December 31, 2027. As a result of Mr. Mendis’ subsequent notice of voluntary resignation, Mr. Mendis did not receive his supplemental cash payment. See “—Compensation Elements of Total Direct Compensation—Annual Incentive Compensation.” The amount for Ms. Catto in 2025 also represents a $250,000 sign-on bonus. The amount for Mr. Wilson in 2025 represents a one-time cash bonus payment of $5,300,000 to Mr. Wilson, who at that time served as Executive Vice President, Sabre and President, Hospitality Solutions. Payment of this bonus was contingent upon the consummation of the sale of the Sabre’s Hospitality Solutions business under the terms of an April 2025 stock purchase agreement. |
2025 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 and reflecting probable outcome for PSUs. 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, 2025. Note that the amounts reported in this column reflect the accounting cost for these stock-based awards, and do not correspond to the |
2025 Summary Compensation Table
| Sabre Corporation 2026 Proxy Statement | | | 87 |
2025 Summary Compensation Table
| actual economic value that may be received by our named executive officers from these awards. In light of recent reductions in our stock price, the Compensation Committee approved in April 2025 the use of a minimum stock price of $3.50 per share to calculate the number of shares issued for annual grants on May 15, 2025, including PSUs and RSUs. The value on the date of grant of the PSUs granted on May 15, 2025, using this stock price of $3.50 and assuming that the highest level of the performance conditions were achieved, would have been $8,400,000, $3,000,000, $2,400,000, $3,000,000, $2,400,000, and $2,400,000 for Mr. Ekert, Mr. Randolfi, Ms. Catto, Mr. Mendis, Mr. Wiseman, and Mr. Wilson, respectively. |
2025 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.” |
2025 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. |
2025 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 | 2025 | $821 | $3,858 | $6,750 | $10,054 | $10,500 | $6,523 | — | $15,592 | $54,098 | | | 2024 | $907 | $4,666 | $7,300 | — | $10,350 | $30 | — | $46,569 | $69,822 | | | 2023 | $757 | — | $12,535 | — | $9,900 | — | — | $148,832 | $172,024 | | Michael Randolfi | 2025 | $605 | — | $13,000 | — | $21,000 | $13,174 | — | $37,363 | $85,142 | | | 2024 | $655 | — | $13,000 | — | $20,700 | — | — | $58,879 | $93,234 | | | 2023 | $655 | — | $7,897 | — | $16,500 | $30 | — | $52,843 | $77,925 | | Jennifer Catto | 2025 | $512 | — | $7,905 | — | $18,411 | — | — | $126,094 | $152,922 | | Roshan Mendis | 2025 | — | — | $7,396 | — | — | — | — | $54,173 | $61,569 | | | 2024 | — | — | $16,264 | — | — | — | — | $31,760 | $48,024 | | | 2023 | — | — | $15,853 | — | $48,767 | — | — | $78,774 | $143,394 | | Garry Wiseman | 2025 | $558 | — | — | — | $21,000 | $21,820 | — | $47,870 | $91,248 | | | 2024 | $605 | $10,000 | — | — | $20,700 | — | — | $92,090 | $123,395 | | Scott Wilson | 2025 | $319 | $5,000 | $5,078 | — | $18,362 | — | $1,760,205 | $24,817 | $1,813,781 |
2025 Summary Compensation Table
| (a) For 2025, amounts represent tax assistance related to temporary housing. |
2025 Summary Compensation Table
| (b) Amount 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. |
2025 Summary Compensation Table
| (c) For 2025, amounts represent (a) the value of a President’s Club sales incentive award in the amount of $24,651 and a UK car allowance of $16,131 provided to Mr. Mendis; the latter item is in connection with Mr. Mendis’ service in the UK, (b) legal fees of $107,043 paid on behalf of Ms. Catto in connection with her employment, and (c) commuting expenses, including the value of temporary housing assistance, of $15,592, $37,363, $19,051, $13,391, and $47,870 for Mr. Ekert, Mr. Randolfi, Ms. Catto, Mr. Mendis, and Mr. Wiseman, respectively. |
2025 Summary Compensation Table
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2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table The following table sets forth, for each of our named executive officers, the plan-based awards granted during 2025.
2025 Grants of Plan-Based Awards Table
| Name | Grant Type | Grant Date | Approval Date(1) | Estimated Future Payouts Under Non - Equity Incentive Plan Awards (Target) ($) | Estimated Future Payouts Under Non - Equity Incentive Plan Awards (Maximum) ($) | Estimated Future Payouts Under Equity Incentive Plan Awards (Target) (#) | Estimated Future Payouts Under Equity Incentive Plan Awards (Maximum) (#) | All Other Stock Awards; Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Kurt Ekert | Annual cash incentive(2) | | | $1,350,000 | $2,700,000 | | | | | | | PSUs(3) | 05/15/2025 | 04/23/2025 | | | 1,200,000 | 2,400,000 | | $3,684,000 | | | RSUs(5) | 05/15/2025 | 04/23/2025 | | | | | 800,000 | $2,360,000 | | Michael Randolfi | Annual cash incentive(2) | | | $596,700 | $1,193,400 | | | | | | | PSUs(3) | 05/15/2025 | 04/23/2025 | | | 428,571 | 857,142 | | $1,315,713 | | | RSUs(5) | 05/15/2025 | 04/23/2025 | | | | | 285,714 | $842,856 | | Jennifer Catto | Annual cash incentive(2) | | | $486,387 | $972,774 | | | | | | | PSUs(3) | 05/15/2025 | 04/23/2025 | | | 342,857 | 685,714 | | $1,052,571 | | | RSUs(5) | 03/14/2025 | 12/12/2024 | | | | | 600,601 | $2,000,001 | | | RSUs(5) | 05/15/2025 | 04/23/2025 | | | | | 228,571 | $674,284 | | Roshan Mendis | Annual cash incentive(2) | | | $551,445 | $1,102,890 | | | | | | | PSUs(3) | 05/15/2025 | 04/23/2025 | | | 428,571 | 857,142 | | $1,315,713 | | | RSUs(5) | 05/15/2025 | 04/23/2025 | | | | | 285,714 | $842,856 | | Garry Wiseman | Annual cash incentive(2) | | | $530,604 | $1,061,208 | | | | | | | PSUs(3) | 05/15/2025 | 04/23/2025 | | | 342,857 | 685,714 | | $1,052,571 | | | RSUs(5) | 05/15/2025 | 04/23/2025 | | | | | 228,571 | $674,284 | | Scott Wilson | Annual cash incentive(2) | | | $253,927 | $507,854 | | | | | | | PSUs(3) | 05/15/2025 | 04/23/2025 | | | 342,857 | 685,714 | | $1,052,571 | | | RSUs(5) | 05/15/2025 | 04/23/2025 | | | | | 228,571 | $674,284 |
2025 Grants of Plan-Based Awards Table
| (1) Date of Compensation Committee approval of the reported awards. |
2025 Grants of Plan-Based Awards Table
| (2) Amounts reflect the target and maximum amount the named executive officer may receive as an annual incentive cash bonus for 2025 pursuant to Sabre’s 2025 EIP, which is administered under the 2025 Omnibus Plan. See “Compensation Elements of 2025 Total Direct Compensation—Annual Incentive Compensation” for additional information. |
2025 Grants of Plan-Based Awards Table
| (3) These PSUs were granted under the 2025 Omnibus Plan to our named executive officers and will vest on May 15, 2028, 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 one-year performance periods against the Free Cash Flow metric established for the performance period. 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 cumulative 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%. See “Compensation Elements of 2025 Total Direct Compensation—Long-Term Incentive Compensation—2025 Equity Awards” for additional information. |
2025 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. |
2025 Grants of Plan-Based Awards Table
| (5) These RSUs were granted under the 2025 Omnibus Plan and vest as to one-third of the shares of our common stock on each of the first three anniversaries of the date of grant, subject to the named executive officer’s continued employment through each vesting date. Ms. Catto’s award granted on March 14, 2025 represents a new-hire award. |
2025 Grants of Plan-Based Awards Table
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2025 Outstanding Equity Awards at Fiscal Year-End Table
2025 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, 2025.
2025 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 ($)(3) | Equity Incentive Plan Awards— Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards— Market or Payout Value of Unearned Shares, Units, Other Rights That Have Not Vested ($)(3) | | Kurt Ekert | 05/15/2023 | | | | | | | 790,230(4) | $1,074,713 | | | 05/15/2024 | | | | | | | 946,372(5) | $1,287,066 | | | 05/15/2025 | | | | | | | 1,200,000(6) | $1,632,000 | | | 05/15/2023 | | | | | 263,410(7) | $358,238 | | | | | 05/15/2024 | | | | | 630,915(7) | $858,044 | | | | | 05/15/2025 | | | | | 800,000(7) | $1,088,000 | | | | Michael Randolfi | 05/15/2023 | | | | | | | 287,356(4) | $390,804 | | | 05/15/2024 | | | | | | | 315,457(5) | $429,022 | | | 05/15/2025 | | | | | | | 428,571(6) | $582,857 | | | 05/15/2023 | | | | | 95,786(7) | $130,269 | | | | | 05/15/2024 | | | | | 210,305(7) | $286,015 | | | | | 05/15/2025 | | | | | 285,714(7) | $388,571 | | | | Jennifer Catto | 05/15/2025 | | | | | | | 342,857(6) | $466,286 | | | 03/14/2025 | | | | | 600,601(7) | $816,817 | | | | | 05/15/2025 | | | | | 228,571(7) | $310,857 | | | | Roshan Mendis | 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 | | | | | | | 05/15/2023 | | | | | | | 215,517(4) | $293,103 | | | 05/15/2024 | | | | | | | 236,593(5) | $321,766 | | | 05/15/2025 | | | | | | | 428,571(6) | $582,857 | | | 05/15/2023 | | | | | 71,839(7) | $97,701 | | | | | 05/15/2024 | | | | | 157,729(7) | $214,511 | | | | | 05/15/2025 | | | | | 285,714(7) | $388,571 | | | | Garry Wiseman | 05/15/2023 | | | | | | | 215,517(4) | $293,103 | | | 05/15/2024 | | | | | | | 236,593(5) | $321,766 | | | 05/15/2025 | | | | | | | 342,857(6) | $466,286 | | | 05/15/2023 | | | | | 71,839(7) | $97,701 | | | | | 05/15/2024 | | | | | 157,729(7) | $214,511 | | | | | 05/15/2025 | | | | | 228,571(7) | $310,857 | | |
2025 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. |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (2) Each RSU or PSU 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; (v) granted from April 2024 through April 2025 was pursuant to the 2024 Omnibus Plan and (vi) granted after April 2025 was pursuant to the 2025 Omnibus Plan. |
2025 Outstanding Equity Awards at Fiscal Year-End Table
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2025 Outstanding Equity Awards at Fiscal Year-End Table
| (3) The market value of RSUs and PSUs is based on the closing price of our common stock on December 31, 2025, which was $1.36. |
2025 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—2025 Equity Awards” for additional information on the calculation of Free Cash Flow. |
2025 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—2025 Equity Awards” for additional information on the calculation of Free Cash Flow. |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (6) The PSU awards granted on May 15, 2025 under the 2025 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 2025, 2026, and 2027, 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, 2025 to December 31, 2027, 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—2025 Equity Awards” for additional information on the calculation of Free Cash Flow |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (7) 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. |
2025 Option Exercises and Stock Vested Table
2025 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, 2025. There were no options exercised by the named executive officers during the year ended December 31, 2025. For purposes of the table, the value realized is based upon the fair market value of our common stock on the various vesting dates.
2025 Option Exercises and Stock Vested Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Kurt Ekert | 840,719 | $2,575,488 | | Michael Randolfi | 335,580 | $851,279 | | Jennifer Catto | — | — | | Roshan Mendis | 247,157 | $765,766 | | Garry Wiseman | 285,346 | $703,088 | | Scott Wilson | 247,157 | $765,766 |
2025 Option Exercises and Stock Vested Table
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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, 2025 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, but are not limited to, 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 in accordance with the applicable award agreement. For more information about our named executive officers outstanding equity awards as of December 31, 2025, see “2025 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
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
termination of employment by the participant for “good reason,” as well as upon “disability” (as each of these terms is defined in the Executive Severance Plan) and death. In the event of a termination by Sabre without “cause” or by a participant for “good reason,” the participant, upon execution of a general release of liability against Sabre and subject to compliance with applicable post-termination restrictive covenants and other obligations, will generally be eligible to receive:
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 |
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. |
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, our 2024 Omnibus Plan, and our 2025 Omnibus Plan, in the event of a termination of employment:
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 |
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). |
Potential Payments upon Termination or Change in Control
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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, our 2024 Omnibus Plan, and our 2025 Omnibus Plan, except as otherwise provided in the award agreement, if following a change in control of Sabre, an executive officer’s employment is terminated by us for any reason other than “cause” or he or she terminates his or her employment for “good reason,” or if following a change in control of Sabre, the outstanding awards are not assumed, continued, or substituted by the surviving corporation, then all restrictions applicable to awards granted under 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 2025 grant agreements under the 2025 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 2025 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”:
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 |
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. |
Potential Payments upon Termination or Change in Control
In the event of the “retirement” of the executive officer, (1) the terms of the 2025 PSU grant agreements under the 2025 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 2025 RSU grant agreements under the 2025 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. As of December 31, 2025, none of the named executive officers was retirement eligible. In the event of the death of the executive officer, the terms of the 2025 grant agreements under the 2025 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, 2025. No post-employment compensation is payable to any named executive officer who voluntarily terminates his or her employment with us (other
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
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, 2025. 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, 2025 and assuming a stock price of $1.36 per share, the closing price of a share of our common stock on the Nasdaq Stock Market on December 31, 2025. On July 3, 2025, we approved Scott Wilson’s ceasing to serve as Executive Vice President, Sabre and President, Hospitality Solutions, in accordance with the terms of the purchase agreement related to the sale of our Hospitality Solutions business. The termination of Mr. Wilson’s employment was considered to be a qualifying termination (as defined under Sabre’s Executive Severance Plan), and in connection with the termination of his employment, Mr. Wilson was eligible to receive payments for a termination without “cause” (as defined under the Executive Severance Plan) under the terms of the Executive Severance Plan as a Level 2 employee. As a result, Mr. Wilson was entitled to receive an amount equal to 150% of his current annual base salary and 110% of his target incentive opportunity for 2024, plus his accrued and unpaid vacation, or an aggregate of $1,760,205, paid in installments over a period of 18 months following the date of termination. In addition, he is entitled to continued medical, dental, and vision insurance coverage for him and his eligible dependents for the 18-month period following the date of termination, and senior executive level outplacement services for a period of one year; provided, however, that if he becomes re-employed and eligible to receive health insurance benefits under another employer-provided plan, the continued insurance coverage will terminate. The receipt of these items will be subject to Mr. Wilson’s execution of a general release of liability against Sabre, which he has signed, and will be subject to compliance with applicable post-termination restrictive covenants and other obligations. In addition, on July 3, 2025, we approved a one-time cash bonus payment of $5,300,000 to Mr. Wilson, which was contingent upon the consummation of the sale of our Hospitality Solutions business under the terms of an April 2025 stock purchase agreement.
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
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 | — | $32,540 | $4,802,540 | | Involuntary termination in connection with change in control(5)(6) | $4,770,000 | $6,298,061 | $32,540 | $11,100,601 | | Retirement | — | — | — | — | | Death | — | $6,298,061 | $1,800,000 | $8,098,061 | | Disability | — | — | $600,000 | $600,000 |
Potential Payments and Benefits upon Termination of Employment or Change in Control Table
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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 | | Michael Randolfi | | | | | | Involuntary termination not in connection with change in control | $1,979,055 | — | $44,484 | $2,023,539 | | Involuntary termination in connection with change in control(5)(6) | $1,979,055 | $2,207,537 | $44,484 | $4,231,076 | | Retirement | — | — | — | — | | Death | — | $2,207,537 | $1,326,000 | $3,533,537 | | Disability | — | — | $505,200 | $505,200 | | Jennifer Catto | | | | | | Involuntary termination not in connection with change in control | $1,660,869 | — | $44,234 | $1,705,102 | | Involuntary termination in connection with change in control(5)(6) | $1,660,869 | $1,593,959 | $44,234 | $3,299,062 | | Retirement | – | – | – | – | | Death | — | $1,593,959 | $1,122,000 | $2,715,959 | | Disability | — | — | $464,400 | $464,400 | | Roshan Mendis | | | | | | Involuntary termination not in connection with change in control | $1,903,233 | — | $50,682 | $1,953,915 | | Involuntary termination in connection with change in control(5)(6) | $1,903,233 | $1,898,510 | $50,682 | $3,852,425 | | Retirement | — | — | — | — | | Death | — | $1,898,510 | $2,687,415 | $4,585,925 | | Disability | — | — | $503,891 | $503,891 | | Garry Wiseman | | | | | | Involuntary termination not in connection with change in control | $1,811,857 | — | $44,234 | $1,856,091 | | Involuntary termination in connection with change in control(5)(6) | $1,811,857 | $1,704,224 | $44,234 | $3,560,315 | | Retirement | — | — | — | — | | Death | — | $1,704,224 | $1,224,000 | $2,928,224 | | Disability | — | — | $1,086,820 | $1,086,820 |
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, 2025 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, 2025 of $1.36 per share. |
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, 2025. |
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: |
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 1,694,325 shares of our common stock, the vesting of which would accelerate and (2) outstanding unvested PSU awards covering 2,936,602 shares of our common stock, the vesting of which would accelerate in the event of change in control or death. |
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 591,805 shares of our common stock, the vesting of which would accelerate and (2) outstanding unvested PSU awards covering 1,031,384 shares of our common stock, the vesting of which would accelerate in the event of change in control or death. |
Potential Payments and Benefits upon Termination of Employment or Change in Control Table
| • | For Ms. Catto, amount includes the value of (1) outstanding unvested RSU awards covering 829,172 shares of our common stock, the vesting of which would accelerate and (2) outstanding unvested PSU awards covering 342,857 shares of our common stock, the vesting of which would accelerate in the event of change in control or death. |
Potential Payments and Benefits upon Termination of Employment or Change in Control Table
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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 147,431 shares of our common stock, the vesting of which would accelerate, (2) outstanding unvested RSU awards covering 515,282 shares of our common stock, the vesting of which would accelerate, and (3) outstanding unvested PSU awards covering 880,681 shares of our common stock, the vesting of which would accelerate in the event of change in control or death. |
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 458,139 shares of our common stock, the vesting of which would accelerate and (2) outstanding unvested PSU awards covering 794,967 shares of our common stock, the vesting of which would accelerate in the event of change in control or death. |
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). |
Potential Payments and Benefits upon Termination of Employment or Change in Control Table
| (5) The change-in-control calculations assume that on December 31, 2025 (1) a change in control of Sabre occurred and (2) the employment of each of the named executive officers was terminated without “cause.” |
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. |
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 2025:
CEO Pay Ratio
| • | the annual total compensation of our median employee was $68,214, and |
CEO Pay Ratio
| • | the annual total compensation of our CEO, as reported in the 2025 Summary Compensation Table, was $7,409,848. |
CEO Pay Ratio
Based on this information, for 2025 we estimate the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 109 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As explained by the SEC when it adopted Item 402(u), the rule was designed to allow stockholders to better understand and assess our compensation practices and pay ratio disclosures rather than to facilitate a comparison of this information from one company to another. To identify our “median employee,” as well as to determine the annual total compensation of our median employee, we took the following steps:
CEO Pay Ratio
| • | We reviewed our employee population, consisting of full-time, part-time, and temporary employees as of November 1, 2025, for us and our consolidated subsidiaries. We selected this date, which is within the last three months of 2025, as the date upon which we would identify the “median employee” to allow sufficient time to identify that employee given the global scope of our operations. |
CEO Pay Ratio
| • | As of November 1, 2025, we had approximately 4,692 employees, of which 1,074 were located in the U.S. and 3,618 were located outside of the U.S. Due to the complexity in obtaining their compensation information, we have excluded 223 employees (less than 5% of our total workforce) located in 39 countries from the determination of the median employee. All of the 223 employees in these 39 countries were excluded. A list of included and excluded countries, as well as the approximate number of employees in each of these countries, is included in Appendix D. |
CEO Pay Ratio
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CEO Pay Ratio
| • | Due to the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. Consequently, to identify the “median employee” from our employee population, we compared base salary or wages as the most appropriate measure of compensation. In making this determination, we annualized the compensation of all permanent employees who were hired in 2025 but did not work for us or our consolidated subsidiaries for the entire year. |
CEO Pay Ratio
| • | Once we identified our “median employee,” we identified and calculated the elements of this employee’s total compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $68,214. |
CEO Pay Ratio
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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 C for additional information on Adjusted EBITDA, including a non-GAAP to GAAP reconciliation. As a result of entering into a definitive purchase agreement to sell our Hospitality Solutions in April 2025, the operating results of our Hospitality Solutions business are presented as discontinued operations in our consolidated statements of operations for 2025, 2024, and 2023, and amounts for Adjusted EBITDA for those years have been recast to reflect this event. For 2022 and 2021, Adjusted EBITDA has not been recast and reflect historical amounts, and Adjusted EBITDA for 2022 and 2021 are not directly comparable to Adjusted EBITDA for 2025, 2024, and 2023. In addition, for this table 2025 and 2024 Adjusted EBITDA have been normalized to adjust for estimated costs historically allocated to the Hospitality Solutions business. For 2025, Adjusted EBITDA was defined as income (loss) from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, disposition-related costs, litigation costs, net, indirect tax matters, stock-based compensation and the provision for income taxes; as noted above, Adjusted EBITDA for 2025 was also normalized to adjust for estimated costs historically allocated to the Hospitality Solutions business. 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; as noted above, Adjusted EBITDA for 2024 was also normalized to adjust for estimated costs historically allocated to the Hospitality Solutions business. 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 updated to no longer exclude the amortization of upfront incentive consideration in all periods presented. |