Sabre (SABR) PRE 14A5 Mar 24Preliminary proxyFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	PRE 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	Sabre Corporation
Entity Central Index Key	0001597033

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	4 Months Ended	8 Months Ended	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Apr. 26, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Pay vs Performance Disclosure
Pay vs Performance Disclosure, Table			PAY-VERSUS-PERFORMANCE The following table sets forth certain pay-versus- performance Year Summary Table CEO 1 ($) (1) Compen- sation CEO 1 ($) (1)(4) Summary Table CEO 2 ($) (2) Compen- sation CEO 2 ($) (2)(4) Average sation Non-CEO ($) (3) Average sation Non-CEO ($) (3)(4) Value of Initial Fixed $100 Net Income (in thousands) Adjusted (6) Total (5) Peer Group (5) 2023 $ 3,347,275 $ (256,286) $8,480,690 $8,323,779 $3,300,218 $2,376,649 $20.33 $191.27 $ (527,940) $ 337,146 2022 $ 9,771,335 $ 3,425,759 — — $3,700,352 $1,508,437 $28.55 $129.96 $ (456,833) $ 65,337 2021 $19,823,002 $12,803,786 — — $5,527,722 $4,821,155 $39.68 $172.32 $ (950,071) $(261,276) 2020 $10,563,060 $ 6,850,413 — — $3,139,404 $1,659,779 $55.53 $135.28 $(1,289,998) $(447,529) (1) Represents Mr. Menke, who was CEO for 2020, 2021, 2022, and from January 1, 2023 through April 26, 2023. (2) Represents Mr. Ekert, who became CEO effective April 27, 2023. (3) For 2023, our non-CEO non-CEO non-CEO non-CEO (4) The following tables set forth the adjustments made during each year represented in the table to determine the compensation “actually paid” to the named executive officers for such year. CEO 1 – Mr. Menke 2020 2021 2022 2023 Summary Compensation Table Total $ 10,563,060 $ 19,823,002 $ 9,771,335 $ 3,347,275 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (8,866,786 ) (17,463,960 ) (7,237,236 ) (2,000,000 ) + Fair Value at Fiscal Year-End 14,187,539 8,935,662 4,594,897 2,528,737 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (4,224,628 ) (972,168 ) (2,942,801 ) (2,195,747 ) + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year — — — — + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (4,808,772 ) 2,481,251 (760,436 ) (1,936,551 ) - Fair Value as of Prior Fiscal Year-End — — — — + Value of Dividends or Other Earnings Paid on Option Awards or Stock Awards in the Fiscal Year That Are Not Included in the Total Compensation for the Fiscal Year — — — — Compensation “Actually Paid” $ 6,850,413 $ 12,803,786 $ 3,425,759 $ (256,286 ) CEO 2 – Mr. Ekert 2023 Summary Compensation Table Total $ 8,480,690 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (6,329,742 ) + Fair Value at Fiscal Year-End 6,986,635 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (701,188 ) + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year — + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (112,616 ) - Fair Value as of Prior Fiscal Year-End — + Value of Dividends or Other Earnings Paid on Option Awards or Stock Awards in the Fiscal Year That Are Not Included in the Total Compensation for the Fiscal Year — Compensation“Actually Paid” $ 8,323,779 Non-CEO 2020 2021 2022 2023 Summary Compensation Table Total $ 3,139,404 $ 5,527,722 $ 3,700,352 $ 3,300,218 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (2,232,879 ) (2,625,811 ) (1,987,594 ) (1,910,430 ) + Fair Value at Fiscal Year-End 3,483,075 1,538,508 850,287 1,727,603 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (1,373,167 ) (182,461 ) (155,168 ) (239,369 ) + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year — — — — + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (1,356,654 ) 563,197 (268,882 ) (215,670 ) - Fair Value as of Prior Fiscal Year-End — — (630,558 ) (285,704 ) + Value of Dividends or Other Earnings Paid on Option Awards or Stock Awards in the Fiscal Year That Are Not Included in the Total Compensation for the Fiscal Year — — — — Compensation “Actually Paid” $ 1,659,779 $ 4,821,155 $ 1,508,437 $ 2,376,649 (5) Total shareholder return and peer group total shareholder return represent the cumulative total return for our common stock and the Standard & Poor’s Software and Services Index (“S&P 500/Software & Services”), respectively, assuming $100 was invested at the market close on December 31, 2019 in the common stock of Sabre Corporation and in the S&P 500/Software & Services index, as well as reinvestments of dividends. (6) Adjusted EBITDA represents, in Sabre’s assessment, the most important financial measure used by Sabre to link compensation actually paid to Sabre’s named executive officers for the most recently completed fiscal year to Sabre. See Appendix D non-GAAP EBITDA was defined as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining provision (benefit) for income taxes. For 2021, Adjusted EBITDA was defined as (Loss) Income from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining (benefit) provision for income taxes; the calculation of Adjusted EBITDA was to no longer exclude the amortization of upfront incentive consideration in all periods presented. For 2020, Adjusted EBITDA was defined as (Loss) Income from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, amortization of upfront incentive consideration, interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining provision for income taxes.
Company Selected Measure Name			Adjusted EBITDA
Named Executive Officers, Footnote			For 2023, our non-CEO non-CEO non-CEO non-CEO
Peer Group Issuers, Footnote			Total shareholder return and peer group total shareholder return represent the cumulative total return for our common stock and the Standard & Poor’s Software and Services Index (“S&P 500/Software & Services”), respectively, assuming $100 was invested at the market close on December 31, 2019 in the common stock of Sabre Corporation and in the S&P 500/Software & Services index, as well as reinvestments of dividends.
Adjustment To PEO Compensation, Footnote			(4) The following tables set forth the adjustments made during each year represented in the table to determine the compensation “actually paid” to the named executive officers for such year. CEO 1 – Mr. Menke 2020 2021 2022 2023 Summary Compensation Table Total $ 10,563,060 $ 19,823,002 $ 9,771,335 $ 3,347,275 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (8,866,786 ) (17,463,960 ) (7,237,236 ) (2,000,000 ) + Fair Value at Fiscal Year-End 14,187,539 8,935,662 4,594,897 2,528,737 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (4,224,628 ) (972,168 ) (2,942,801 ) (2,195,747 ) + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year — — — — + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (4,808,772 ) 2,481,251 (760,436 ) (1,936,551 ) - Fair Value as of Prior Fiscal Year-End — — — — + Value of Dividends or Other Earnings Paid on Option Awards or Stock Awards in the Fiscal Year That Are Not Included in the Total Compensation for the Fiscal Year — — — — Compensation “Actually Paid” $ 6,850,413 $ 12,803,786 $ 3,425,759 $ (256,286 ) CEO 2 – Mr. Ekert 2023 Summary Compensation Table Total $ 8,480,690 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (6,329,742 ) + Fair Value at Fiscal Year-End 6,986,635 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (701,188 ) + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year — + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (112,616 ) - Fair Value as of Prior Fiscal Year-End — + Value of Dividends or Other Earnings Paid on Option Awards or Stock Awards in the Fiscal Year That Are Not Included in the Total Compensation for the Fiscal Year — Compensation“Actually Paid” $ 8,323,779
Non-PEO NEO Average Total Compensation Amount			$ 3,300,218	$ 3,700,352	$ 5,527,722	$ 3,139,404
Non-PEO NEO Average Compensation Actually Paid Amount			$ 2,376,649	1,508,437	4,821,155	1,659,779
Adjustment to Non-PEO NEO Compensation Footnote			Non-CEO 2020 2021 2022 2023 Summary Compensation Table Total $ 3,139,404 $ 5,527,722 $ 3,700,352 $ 3,300,218 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (2,232,879 ) (2,625,811 ) (1,987,594 ) (1,910,430 ) + Fair Value at Fiscal Year-End 3,483,075 1,538,508 850,287 1,727,603 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (1,373,167 ) (182,461 ) (155,168 ) (239,369 ) + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year — — — — + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (1,356,654 ) 563,197 (268,882 ) (215,670 ) - Fair Value as of Prior Fiscal Year-End — — (630,558 ) (285,704 ) + Value of Dividends or Other Earnings Paid on Option Awards or Stock Awards in the Fiscal Year That Are Not Included in the Total Compensation for the Fiscal Year — — — — Compensation “Actually Paid” $ 1,659,779 $ 4,821,155 $ 1,508,437 $ 2,376,649
Compensation Actually Paid vs. Total Shareholder Return			The following chart reflects the relationship over each of the years in the pay-versus-performance non-CEO
Total Shareholder Return Vs Peer Group			The following chart reflects the relationship over each of the years in the pay-versus-performance non-CEO
Tabular List, Table			The following financial performance measures represent, in Sabre’s assessment, the most important financial measures Sabre used to link compensation that we actually paid to our named executive officers for 2023: • Adjusted EBITDA • Free Cash Flow • Revenue Adjusted EBITDA was the primary financial metric of our 2023 annual incentive, and we consider it to be an important indicator of our overall business performance. Free Cash Flow was the primary financial metric of our 2023 PSU awards, and we consider it to be an important long-term indicator of our ability to operate our business and repay our debt. We consider revenue to be a significant driver of our Adjusted EBITDA and Free Cash Flow.
Total Shareholder Return Amount			$ 20.33	28.55	39.68	55.53
Peer Group Total Shareholder Return Amount			191.27	129.96	172.32	135.28
Net Income (Loss)			$ (527,940,000)	$ (456,833,000)	$ (950,071,000)	$ (1,289,998,000)
Company Selected Measure Amount			337,146,000	65,337,000	(261,276,000)	(447,529,000)
Measure:: 1
Pay vs Performance Disclosure
Name			Adjusted EBITDA
Non-GAAP Measure Description			(6) Adjusted EBITDA represents, in Sabre’s assessment, the most important financial measure used by Sabre to link compensation actually paid to Sabre’s named executive officers for the most recently completed fiscal year to Sabre. See Appendix D non-GAAP EBITDA was defined as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining provision (benefit) for income taxes. For 2021, Adjusted EBITDA was defined as (Loss) Income from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining (benefit) provision for income taxes; the calculation of Adjusted EBITDA was to no longer exclude the amortization of upfront incentive consideration in all periods presented. For 2020, Adjusted EBITDA was defined as (Loss) Income from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, amortization of upfront incentive consideration, interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining provision for income taxes.
Measure:: 2
Pay vs Performance Disclosure
Name			Free Cash Flow
Measure:: 3
Pay vs Performance Disclosure
Name			Revenue
Mr. Menke [Member]
Pay vs Performance Disclosure
PEO Total Compensation Amount			$ 3,347,275	$ 9,771,335	$ 19,823,002	$ 10,563,060
PEO Actually Paid Compensation Amount			(256,286)	$ 3,425,759	$ 12,803,786	$ 6,850,413
PEO Name	Mr. Menke			Mr. Menke	Mr. Menke	Mr. Menke
Mr. Ekert [Member]
Pay vs Performance Disclosure
PEO Total Compensation Amount			8,480,690	$ 0	$ 0	$ 0
PEO Actually Paid Compensation Amount			8,323,779	0	0	0
PEO Name		Mr. Ekert
PEO \| Mr. Menke [Member] \| Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(2,000,000)	(7,237,236)	(17,463,960)	(8,866,786)
PEO \| Mr. Menke [Member] \| Fair Value at Fiscal YearEnd of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			2,528,737	4,594,897	8,935,662	14,187,539
PEO \| Mr. Menke [Member] \| Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(2,195,747)	(2,942,801)	(972,168)	(4,224,628)
PEO \| Mr. Menke [Member] \| Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			0	0	0	0
PEO \| Mr. Menke [Member] \| Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(1,936,551)	(760,436)	2,481,251	(4,808,772)
PEO \| Mr. Menke [Member] \| Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			0	0	0	0
PEO \| Mr. Menke [Member] \| Value of Dividends or Other Earnings Paid on Option Awards or Stock Awards in the Fiscal Year That Are Not Included in the Total Compensation for the Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			0	0	0	0
PEO \| Mr. Ekert [Member] \| Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(6,329,742)
PEO \| Mr. Ekert [Member] \| Fair Value at Fiscal YearEnd of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			6,986,635
PEO \| Mr. Ekert [Member] \| Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(701,188)
PEO \| Mr. Ekert [Member] \| Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			0
PEO \| Mr. Ekert [Member] \| Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(112,616)
PEO \| Mr. Ekert [Member] \| Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			0
PEO \| Mr. Ekert [Member] \| Value of Dividends or Other Earnings Paid on Option Awards or Stock Awards in the Fiscal Year That Are Not Included in the Total Compensation for the Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			0
Non-PEO NEO \| Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(1,910,430)	(1,987,594)	(2,625,811)	(2,232,879)
Non-PEO NEO \| Fair Value at Fiscal YearEnd of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			1,727,603	850,287	1,538,508	3,483,075
Non-PEO NEO \| Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(239,369)	(155,168)	(182,461)	(1,373,167)
Non-PEO NEO \| Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			0	0	0	0
Non-PEO NEO \| Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(215,670)	(268,882)	563,197	(1,356,654)
Non-PEO NEO \| Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(285,704)	(630,558)	0	0
Non-PEO NEO \| Value of Dividends or Other Earnings Paid on Option Awards or Stock Awards in the Fiscal Year That Are Not Included in the Total Compensation for the Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			$ 0	$ 0	$ 0	$ 0