Slide 1: 2021 Governance and Executive Compensation Overview
2021 Governance and Executive Compensation Overview Exhibit 99.1
Slide 2: Forward-looking statements
Certain statements herein are forward-looking statements about trends, future events, uncertainties and our plans and expectations of what may happen in the future. Any statements that are not historical or current facts are forward-looking statements. In many cases, you can identify forward-looking
Slide 3: Overview of Sabre's Governance Program
Independent Chairman of the Board: Karl Peterson Board and committee composition: All directors are independent, other than CEO Ongoing focus on Board refreshment, including five Board additions in 2020 and 2021: 2021:Phyllis Newhouse (CEO of Xtreme Solutions, Inc., an IT and cybersecurity firm) Wen
Slide 4: Board composition and director attributes
Governance and Nominating Committee considers on an ongoing basis the overall composition of Board and committees Consideration includes attributes of current directors Director Attributes Number of Directors
Slide 5: Evolution of Sabre's Governance Program
Governance structure: Majority voting standard for non-contested elections Board recommended adoption, and stockholders approved in May 2017 Declassified Board Board recommended adoption, and stockholders approved in May 2018 All directors are elected annually Elimination of supermajority voting pro
Slide 6: Executive compensation program objectives
The Compensation Committee’s strategy for Sabre’s executive compensation program is designed to advance three principal objectives: Pay for performance Link a significant portion of the target total direct compensation opportunities of Sabre’s executive officers to its annual and long‑term strategy
Slide 7: 2020 compensation changes and COVID-19 impact
February 2020: Sabre announced strategic initiatives Early March 2020: Compensation Committee implemented significant design changes to our performance-based restricted stock units (PSUs), after considering stockholder feedback and market compensation practices Approximately one-half of these PSUs w
Slide 8: Compensation Committee actions in response to COVID-19
In response to the effects of COVID-19, the Compensation Committee took decisive actions in 2020 and 2021 to help address the disadvantages Sabre faced in recruiting and retaining key talent, including: Modified the 2020 annual cash incentive plan metrics and capped payments at 50% Granted time-base
Slide 9: Stockholder Feedback on Executive Compensation Program
Investor feedback, including from 2021 annual meeting outreach: Preferred the structure of executive compensation program initially adopted in early 2020, eliminating redundant STI and LTI measures, and incorporating multi-year performance period in LTI Expressed an understanding of the reasons for
Slide 10: Actions Taken to Date Following Annual Meeting
Rotated Compensation Committee Chairman in 2021 Evaluated structure of executive compensation program Continued proactive investor outreach program Actions Taken to Date Following Annual Meeting
Slide 11: Design of the 2022 executive compensation program
The Compensation Committee is preparing the design of the 2022 executive compensation program, while considering stockholder feedback The Compensation Committee intends to return to the structure of the March 2020 program implemented prior to the COVID-19 pandemic Annual incentive program expected t
Slide 12: Stockholder Engagement
Sabre is continuing its ongoing, proactive stockholder engagement program Will engage with stockholders regarding the negative say-on-pay vote result at the 2021 annual meeting and input on actions to be taken in response Will seek input on other aspects of its executive compensation program, includ
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