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COMPENSATION DISCUSSION AND ANALYSIS
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earned over a multi-year performance period, is not only dependent on her successful transition to a new role and responsibilities, but is also specifically tied to Sabres financial
performance over that period. The units subject to the award are to be earned in three equal tranches on each of March 15, 2019, 2020 and 2021, subject to her continued employment through each such date, with the total number of units eligible
to be earned for each tranche ranging from zero to 100% of the number of units in that tranche, depending on the degree to which we achieve the revenue target levels established by our Board for the second half of 2017 and for 2018, for 2019 and for
2020, respectively. For each tranche, the revenue targets are as follows:
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Percent of Revenue
Target Achieved
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<90%
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90%
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91%
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92%
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93%
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94%
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³
95%
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Percent of Units Eligible for Vesting
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0%
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50%
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60%
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70%
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80%
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90%
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100%
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2017 New Hire Grant to Mr. Shirk
In connection with his appointment as our Executive Vice President, Sabre and President, Sabre Airline Solutions, Mr. Shirk was granted an equity award on
June 15, 2017 with a value of $3,600,000, delivered in an equal number of stock options and restricted stock units. The award was designed to provide an appropriate incentive to Mr. Shirk to join Sabre and to reflect the responsibilities
associated with his new role, as well as to provide him with a long-term incentive, aligned with our stockholders interests, to remain with Sabre through the multi-year vesting period. With respect to the stock options, 25% will vest on the
first anniversary of the date of grant and 6.25% will vest each quarter thereafter, subject to his continued employment through each vesting date. With respect to the restricted stock unit award, 25% will vest on each anniversary of the date of
grant, subject to his continued employment through each vesting date. This award was based on the Compensation Committees review of competitive market data, our desired compensation position for Mr. Shirk with respect to the competitive
market, and
arms-length
negotiations with him.
For additional information on these equity awards, see the 2017
Summary Compensation Table and the 2017 Grants of Plan Based Awards Table below.
Long-Term Stretch Program
In 2015, the Compensation Committee granted Long-Term Stretch Units under our Long-Term Stretch Program to each of our named executive officers, other than Messrs.
Kellner and Shirk. These awards provided the opportunity to earn cash payments only if, for the three-year performance period from January 1, 2015 through December 31, 2017, we exceed specific
pre-established
target levels of cumulative revenue and Adjusted EBITDA. Because these target levels were not achieved as of December 31, 2017, these Long-Term Stretch Units expired without vesting and
were forfeited.
Health, Welfare, and Other Employee Benefits
We have
established a
tax-qualified
Section 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 executive officers, up to 6% of their eligible compensation. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (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.
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Sabre Corporation
2018 Proxy Statement
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55
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