Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Effective October 20, 2022, the Board of Directors (the “Board”) of Sabre Corporation (“Sabre”) elected Rachel Gonzalez as a director. There are no arrangements or understandings between Ms. Gonzalez and other persons pursuant to which she was selected as a director, and Ms. Gonzalez has not been appointed to any committees of the Board at this time. Ms. Gonzalez served as Executive Vice President, General Counsel, Law and Corporate Affairs of Starbucks Corporation, a premier roaster, marketer and retailer of specialty coffee, from 2018 to 2022, and as its Corporate Secretary from 2018 to 2021. Prior to joining Starbucks, Ms. Gonzalez served as Executive Vice President and Chief Administrative Officer of Sabre from May 2017 to March 2018, and as Sabre’s Executive Vice President and General Counsel from September 2014 to May 2017. Ms. Gonzalez serves as a director of Electronic Arts Inc., a digital interactive entertainment company, and as an observer to the Board of Directors of Vacasa, Inc., a vacation rental management platform. Sabre has not entered into any transactions with Ms. Gonzalez that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Ms. Gonzalez will participate in Sabre’s non-employee director compensation program. Currently under this program, she is entitled to receive a $90,000 annual retainer. In addition, currently under the program she is entitled to receive a one-time restricted stock unit award with a grant date value of $400,000, vesting ratably over four years from the date of grant, in connection with her election to the Board of Directors, and an annual restricted stock unit award on March 15 of each year with a grant date value of $160,000, vesting in full on the first anniversary of the date of grant.
A copy of the news release announcing the election of Ms. Gonzalez to Sabre’s Board is attached as Exhibit 99.1.