Ashan Willy
SabreAbout Ashan Willy
Ashan Willy is a 53-year-old SaaS and cybersecurity executive nominated for election as an independent director to Sabre Corporation’s Board at the April 23, 2025 Annual Meeting. He currently serves as CEO of New Relic, Inc.; the Board has determined he is independent under Nasdaq rules. If elected, he is expected to serve on the Compensation Committee and Technology Committee. He is a nominee and did not serve on Sabre’s Board during 2024, so prior Board attendance and tenure at Sabre are not applicable.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Relic, Inc. | Chief Executive Officer | 2023–Present | Leads SaaS telemetry platform; global go-to-market, technology and operations leadership |
| Proofpoint, Inc. | Chief Executive Officer | 2022–2023 | Directed ~4,000-employee global cybersecurity operations |
| Proofpoint, Inc. | EVP & GM, Security Product and Services Group | 2020–2022 | Led strategy, R&D, go-to-market for cloud core product lines |
| Proofpoint, Inc. | SVP, Global Customer Success & Worldwide Systems Engineering | 2016–2020 | Drove customer success and systems engineering globally |
| Polycom | SVP, Product Mgmt, Alliances & Worldwide Systems Engineering | 2013–2016 | Product and alliances leadership |
| Polycom | VP, Worldwide Systems Engineering | 2012–2013 | Global systems engineering leadership |
| Juniper Networks | VP, Systems Engineers, Worldwide General Business | 2011–2012 | Systems engineering leadership |
| WebEx (Cisco Systems) | Various roles | 1996–2011 | Sales/engineering/product leadership in collaboration tech |
External Roles
| Organization | Role | Public Company Directorships |
|---|---|---|
| New Relic, Inc. | Chief Executive Officer | None disclosed in Sabre’s proxy |
Board Governance
- Independence: The Board determined Ashan Willy is independent under Nasdaq rules.
- Committee assignments: Expected to serve on Compensation Committee and Technology Committee (no chair roles indicated).
- Attendance: Board met six times in 2024; all incumbent directors exceeded 75% attendance. Willy was not on the Board in 2024.
- Years of service on this board: Nominee; will begin service if elected at 2025 Annual Meeting.
- Board leadership: Non-executive Chair role with defined responsibilities; Nominating & Governance Committee chairs ESG oversight.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly to non-employee directors |
| Annual RSU grant | $160,000 | Granted on date of annual meeting; vests in full after 1 year |
| Audit Committee chair retainer | $30,000 | Additional annual cash retainer |
| Audit Committee member retainer | $15,000 | Additional annual cash retainer |
| Compensation Committee chair retainer | $20,000 | Additional annual cash retainer |
| Compensation Committee member retainer | $10,000 | Additional annual cash retainer |
| Nominating & Governance chair retainer | $15,000 | Additional annual cash retainer |
| Nominating & Governance member retainer | $10,000 | Additional annual cash retainer |
| Technology Committee chair retainer | $15,000 | Additional annual cash retainer (raised to $20,000 in 2025) |
| Technology Committee member retainer | $10,000 | Additional annual cash retainer |
| Non-executive Chair retainer | $160,000 | Annual cash retainer |
2025 changes: RSU annual grant increased to $200,000; Technology Committee chair cash retainer increased to $20,000.
Director deferral plan: Directors may defer receipt of RSUs until end of Board service.
Performance Compensation
- Directors receive time-based RSUs; Sabre does not use performance-based equity for non-employee directors.
- Clawback: Director plan includes compensation recovery provisions; no tax gross-ups; no option repricing without shareholder approval.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ashan Willy in Sabre’s proxy.
- Potential interlocks/conflicts: Board considered transactions/relationships in independence determinations; no related-party transactions disclosed involving Willy.
Expertise & Qualifications
- SaaS, cybersecurity, and cloud product leadership (CEO roles at New Relic and Proofpoint).
- Broad leadership across sales, channel development, engineering, product management, and customer success.
- Technology Operations and risk/strategy skillset aligned with Sabre’s Technology Committee mandate.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares |
|---|---|---|
| Ashan Willy | — | — |
| Notes | Nominee; does not currently serve on the Board. Beneficial ownership not reported in table as of Dec 31, 2024. | Based on beneficial ownership table and footnote (nominee status). |
Hedging/Pledging: Sabre’s Insider Trading Policy prohibits hedging and pledging by directors and other insiders.
Governance Assessment
-
Positives:
- Independent director nominee with deep technology and cybersecurity expertise; strengthens Technology and Compensation committees.
- Director compensation aligned with shareholders via equity; 2025 RSU increase to $200k maintains at-risk orientation while retaining cash discipline.
- No tax gross-ups; no single-trigger vesting; no option repricing without shareholder approval; minimum vesting requirements (95% ≥1 year) — governance-friendly design.
- Hedging/pledging prohibited, supporting ownership alignment.
-
Watch items:
- Time commitment: Concurrent CEO role at New Relic may constrain availability; Board expects full meeting attendance and engagement. Monitor attendance and committee participation post-election.
- Ownership alignment: No beneficial ownership as of 12/31/2024; alignment expected via RSU grant upon election. Track post-election equity holdings.
-
RED FLAGS:
- None disclosed related to related-party transactions, option repricing, pledging/hedging, or director pay anomalies.
Overall, Willy’s cybersecurity and SaaS operating background is additive to Sabre’s board skill matrix; governance structures (independence confirmation, clawback, and anti-hedging) mitigate alignment and risk concerns, with attendance and ownership building to be monitored post-election.