Sara Altschul
About Sara Altschul
Executive Vice President, General Counsel and Corporate Secretary of Emerald Holding, Inc. (EEX); joined May 13, 2024; age 52. Education: B.A., Barnard College; J.D., Tulane University Law School . During her tenure to date, Emerald delivered FY2024 revenue of $398.8M (+4.2% y/y) and Adjusted EBITDA of $101.7M (+4.0% y/y); 2025 guidance: revenue $450–$460M and Adjusted EBITDA $120–$125M . Responsibilities include leading legal and corporate affairs, and serving as Corporate Secretary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Known Global LLC (advertising/marketing) | Executive Vice President & General Counsel; Board Secretary | Feb 2021 – May 2024 | Led legal/compliance; corporate governance as Board Secretary |
| Travel Leaders Group Holdings, LLC (d/b/a Internova Travel Group) | Senior Vice President & General Counsel; Board Secretary | Aug 2017 – Feb 2021 | Led legal/compliance; Board Secretary; supported multi-brand travel agency group |
External Roles
No public-company directorships disclosed in EEX’s proxy/biography for Ms. Altschul .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary (rate) | $350,000 per year | Set in employment agreement dated April 5, 2024; employment commenced May 13, 2024 . |
| Salary Paid (2024) | $222,115 | Prorated from May 13, 2024 start date; Summary Compensation Table (SCT) . |
| Target Annual Bonus | 75% of base salary ($262,500) | Subject to company discretion and Annual Incentive Plan funding . |
| Sign‑On Bonus | $100,000 total: $50,000 paid June 2024; $50,000 payable June 2025 | First installment recorded as $50,000 “Bonus” in 2024 SCT . |
| Other | Benefits per senior executive programs; expense reimbursement; unlimited vacation (policy) | Employment agreement . |
Performance Compensation
- Annual Incentive Plan (AIP) metric and 2024 outcome:
- Primary metric: Adjusted EBITDA (committee funds a pool based on achievement vs target); for 2024, achievement was below target and no pool was funded; AIP payout to NEOs (including Ms. Altschul) was $0 for 2024 .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | Not disclosed | Not disclosed | Below target (no pool funded) | $0 AIP payout for FY2024 | Paid after year-end if funded (none for 2024) |
- Long‑term incentives (see Equity Ownership & Alignment): 200,000 stock options granted in 2024; five-year annual vesting; change-in-control (CIC) acceleration (single trigger) per plan; transfer restrictions to 2031 (details below) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date in 2025 Proxy) | 40,000 common shares; less than 1% of outstanding (199,597,204 shares) . |
| Options Outstanding | 200,000 options, exercise price $5.92, expiration 05/13/2035; none exercisable within 60 days of record date . |
| Vesting Schedule (Options) | 20% on each of May 13 in 2025, 2026, 2027, 2028, 2029 (subject to continued employment) . |
| Change‑in‑Control Treatment (Options) | Any then‑unvested options become fully vested upon a CIC (Emerald 2017 Omnibus Plan) — single‑trigger vesting . |
| Termination Acceleration (Options) | Partial acceleration applies in certain involuntary termination events (per award footnote) . |
| Transfer Restrictions on Vested Shares | Transfer restrictions apply to shares underlying vested options until a date no later than May 13, 2031 . |
| Intrinsic Value at 12/31/2024 (illustrative) | EEX used $4.82/share for CIC table; with $5.92 strike, options had no intrinsic value → $0 acceleration value shown for options . |
| Hedging/Pledging | Prohibited for directors and executive officers (no margin, pledging, or hedging) . |
| Stock Ownership Guidelines | Executives required to hold equity equal to 2–5x base salary (role-based); 5 years to comply; credit for outright shares, unvested time‑based RSUs, and value of vested unexercised options . |
Vesting schedule detail:
- 40,000 options vest on each of: May 13, 2025; May 13, 2026; May 13, 2027; May 13, 2028; May 13, 2029 .
Employment Terms
| Term | Detail |
|---|---|
| Start Date / Role | May 13, 2024; EVP, General Counsel & Corporate Secretary . |
| Agreement Date | April 5, 2024 (offer/employment letter; filed as Exhibit 10.48) . |
| Severance (No CIC) | If terminated without cause or resigns for good reason: 9 months base salary paid over 9 months; monthly COBRA premium reimbursements for 9 months; earned but unpaid prior-year bonus . |
| Death/Disability | Earned but unpaid prior-year bonus; any unpaid sign-on installment (e.g., second $50,000 if unpaid) . |
| CIC Economics (Illustrative at 12/31/2024) | Proxy table shows for Ms. Altschul: Salary continuation $262,500; benefits continuation $15,005; no option/RSU acceleration value at $4.82/share; total $277,505 for termination without cause/for good reason and same for CIC termination; $50,000 “additional” only for death/disability (sign-on) . |
| Protective Covenants | Confidentiality during employment and for three years thereafter; non‑solicit of employees during employment and for one year thereafter . |
Supporting 2024 SCT detail for Ms. Altschul:
- 2024: Salary $222,115; Bonus $50,000 (sign‑on installment); Option Awards $757,204 (grant-date fair value per ASC 718); All Other Compensation $7,558; Total $1,036,877 .
Investment Implications
- Pay-for-performance alignment: 2024 AIP was not funded due to below-target Adjusted EBITDA, resulting in a $0 annual bonus under the plan for NEOs including Ms. Altschul; indicates compensation discipline tied to profitability .
- Retention dynamics: Two-step sign‑on bonus ($50k already paid June 2024; $50k due June 2025) creates near-term retention incentive; severance provides 9 months’ salary plus benefits continuation on a no‑cause/good‑reason separation .
- Selling pressure and alignment: 200,000 options vest over five years with transfer restrictions on underlying shares until as late as May 13, 2031, reducing near-term selling capacity; options were out-of-the-money at 12/31/2024 ($4.82 assumed value vs $5.92 strike), limiting exercise incentive at that date .
- CIC risk/reward: Single‑trigger option acceleration upon CIC is shareholder‑unfriendly relative to double‑trigger designs, but at 12/31/2024 the awards had no intrinsic value at the proxy’s assumed price, tempering near-term dilution risk from acceleration .
- Ownership and policies: Beneficial ownership of 40,000 shares as of record date; hedging and pledging are prohibited; stock ownership guidelines require 2–5x salary within five years, supporting longer-term alignment as tenure progresses .
- Ongoing role and execution risk: Ms. Altschul continues to serve as EVP, GC & Corporate Secretary as of August 2025 (signatory on 8‑K), supporting continuity amid refinancing and M&A activity; execution risk remains tied to Emerald’s portfolio optimization and acquisition integration plan .