SABRE CORP (SABR)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
SABRE CORP · Meeting: April 29, 2026
Directors FOR
4
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Bravante has served since 2014 and the stock has lost 67% over three years, underperforming the company's own disclosed peer group by 58 percentage points — nearly three times the 20-point threshold that triggers a no vote for directors with negative absolute returns; the five-year record is even worse (-91% vs. peer median -44%), so no long-term mitigant applies.
Mr. Couturier has served since 2017 and the stock has lost 67% over three years, underperforming the company's peer group by 58 percentage points; the five-year period shows -91% versus -44% for peers, confirming sustained underperformance rather than a temporary blip, so no mitigating exception applies.
Mr. Ekert joined the board in 2023 as CEO, so his tenure is under three years but well over 24 months, meaning the new-director exemption does not protect him; Sabre's stock fell 67% in three years against a peer median of -9%, a gap of 58 percentage points that far exceeds the 20-point policy threshold, and as the sitting CEO he bears significant accountability for that outcome.
Ms. Mandel has served since 2020, including as Board Chair since April 2024, and the stock has lost 67% over three years versus a peer median decline of only 9% — a gap of 58 points far exceeding the 20-point policy threshold; the five-year record (-91% vs. -44% peers) confirms this is sustained underperformance, not a temporary trough, and her leadership role as Chair makes her especially accountable.
Ms. Newhouse has served since 2021 and the stock has declined 67% over three years, underperforming the company's peer group by 58 percentage points; the five-year record confirms sustained underperformance, leaving no long-term mitigant to override the policy trigger.
Mr. Scott has served since 2020 and the stock has lost 67% over three years, underperforming peers by 58 percentage points; the five-year period shows -91% versus -44% for peers, confirming the underperformance is sustained and not a temporary trough, so no mitigating exception applies.
For Analysis
Mr. Kelly joined the board in 2025 and is within the 24-month exemption period, so the stock-performance trigger does not apply to him; he brings relevant technology and cybersecurity expertise appropriate for a travel-technology company.
Mr. McKay was appointed to the board in 2026 pursuant to a Strategic Governance Agreement and is within the 24-month new-director exemption, so the stock-performance trigger does not apply; he brings deep software M&A and operational experience relevant to Sabre's strategy.
Ms. Paul joined the board in 2024 and is within the 24-month new-director exemption, so the TSR trigger does not apply; she brings strong CFO and financial expertise relevant to the company's oversight needs.
Mr. Willy joined the board in 2025 and is within the 24-month new-director exemption, so the TSR trigger does not apply; as a sitting CEO of a SaaS company, he brings directly relevant technology leadership experience.
Six of ten nominees receive an AGAINST vote because Sabre's stock has lost 67% over three years while the company's own disclosed peer group declined only 9% — a gap of 58 percentage points, nearly three times the 20-point policy threshold that triggers accountability votes when absolute returns are negative. The five-year record (-91% vs. -44% peers) rules out any long-term mitigant. Four newer directors (Kelly, McKay, Paul, Willy) are exempt under the 24-month new-director rule and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Kurt Ekert
Total Comp
$7,409,848
Prior Support
N/A
Sabre's stock has fallen 67% over three years while the company's own peer group fell only 9% on average — meaning shareholders lost far more than peers experienced — yet CEO Kurt Ekert received $7.4 million in total compensation for 2025. The entire purpose of variable, performance-linked pay is to ensure that executives share in shareholders' outcomes; when the stock dramatically underperforms peers while executive pay remains substantial, the incentive structure is not working as intended. This pay-for-performance misalignment, with variable compensation granted against a backdrop of severe and sustained relative underperformance, is sufficient to warrant a no vote under our policy.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$7,083,000
Non-Audit Fees
$1,391,000
The non-audit fees (audit-related fees of $440K, tax fees of $941K, and other fees of $10K, totaling approximately $1.39M) represent about 20% of the core audit fee of $7.08M, well below the 50% threshold that would raise independence concerns; auditor tenure was not disclosed so no tenure trigger applies, and no material restatements were noted.
Overall Assessment
This is a challenging ballot for Sabre shareholders: six of ten director nominees receive AGAINST votes due to catastrophic three- and five-year stock underperformance versus the company's own disclosed peers (-58 percentage points over three years), and the Say on Pay vote also receives an AGAINST recommendation because $7.4 million in CEO compensation is difficult to justify against a backdrop of 67% stock decline and severe peer underperformance. The auditor ratification is straightforward — Ernst & Young's non-audit fees are well within acceptable limits — and the four newest directors are exempt from the performance trigger.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing