Elaine Paul
SabreAbout Elaine Paul
Elaine Paul (age 57) is an independent director of Sabre Corporation, elected in February 2024 and serving on the Audit and Technology Committees, designated as an Audit Committee financial expert . She has 30+ years of finance and strategy experience as CFO at Lyft, Amazon Studios, and Hulu, and senior corporate development roles at The Walt Disney Company . The Board determined she is independent under Nasdaq rules; she attended at least 75% of board and committee meetings in 2024, and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lyft, Inc. | Chief Financial Officer | 2022–2023 | Oversaw significant restructuring initiatives and cost reductions . |
| Amazon Studios (Amazon.com, Inc.) | CFO & VP Finance | 2019–2021 | Led portfolio/financial planning; led MGM valuation resulting in Amazon’s $8.45B acquisition . |
| Hulu, LLC | Chief Financial Officer | 2013–2019 | Drove double-digit growth; tripled subscribers and revenue; oversaw Time Warner’s $500M investment expanding content slate . |
| The Walt Disney Company | SVP Corporate Strategy, Business Development & Technology | 1994–2013 | Led Disney’s original investment in Hulu in 2009 . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marlborough School (Los Angeles) | Board of Trustees | Not disclosed | Independent school trustee role . |
Board Governance
- Committee assignments: Audit Committee member (financial expert) and Technology Committee member .
- Independence: Board determined Elaine Paul is independent under Nasdaq rules .
- Attendance: Board met six times in 2024; all incumbent directors exceeded 75% attendance; all directors attended the 2024 annual meeting .
- Technology & cybersecurity oversight: Technology Committee reviews security, data privacy, disaster recovery, and AI-related risks; coordinates risk oversight with Audit Committee .
- Risk oversight & governance: Board maintains ERM program, with Audit overseeing financial/compliance/cyber risks; Nominating & Governance oversees board leadership, succession, and ESG .
Fixed Compensation
Director compensation program (non-employee directors):
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual cash retainer | $90,000 | $90,000 | $90,000 |
| Annual RSU grant (vests in 1 year) | $160,000 | $160,000 | $200,000 (approved Feb 5, 2025) |
| Audit Committee chair cash retainer | $30,000 | $30,000 | $30,000 |
| Audit Committee member cash retainer | $15,000 | $15,000 | $15,000 |
| Technology Committee chair cash retainer | $15,000 | $15,000 | $20,000 (increase approved) |
| Technology Committee member cash retainer | $10,000 | $10,000 | $10,000 |
| Non-executive Chair cash retainer | n/a | $160,000 (approved Apr 24, 2024) | $160,000 |
Elaine Paul – 2024 actuals (partial year; elected Feb 16, 2024):
| Item | Amount |
|---|---|
| Fees earned (cash) | $95,317 |
| Stock awards (grant-date fair value) | $160,000 |
| Total | $255,317 |
Notes:
- RSU grants are made under the 2024 Director Equity Compensation Plan; newly appointed directors receive an equity award equal to the annual grant upon joining, vesting after one year; no additional annual grant if appointed before annual grant date .
- Directors may defer RSUs under the Director Compensation Deferral Plan .
Performance Compensation
Non-employee directors at Sabre receive time-based RSUs; there are no performance metrics for director equity awards . Elaine Paul’s RSU details:
| Grant Date | Shares | Vesting | RSUs Outstanding (12/31/2024) |
|---|---|---|---|
| 02/16/2024 | 54,054 | Vests in full on first anniversary of grant | 54,054 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Elaine Paul . |
| Private/non-profit boards | Marlborough School Trustee . |
| Interlocks with competitors/suppliers/customers | None disclosed; Board reviews related-party transactions via Audit Committee per policy . |
Expertise & Qualifications
- CFO and senior finance leadership across technology/media platforms (Lyft, Amazon Studios, Hulu), with deep capital markets and corporate development experience .
- Led material transactions (Disney’s investment in Hulu; Time Warner $500M into Hulu; MGM valuation for $8.45B acquisition by Amazon) .
- Audit Committee financial expert designation .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (12/31/2024) | 108,108 shares (<1% of outstanding) |
| RSUs held (12/31/2024) | 54,054 unvested RSUs |
| Ownership guidelines | Non-employee directors must hold shares equal to 5x annual retainer; compliance required within 5 years; directors met or are on track as of June 1, 2024 . |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy . |
Governance Assessment
- Alignment and independence: Elaine Paul’s independent status, audit financial expertise, and technology oversight roles strengthen board effectiveness, particularly in financial rigor and AI/cybersecurity oversight .
- Attendance and engagement: 2024 attendance standards met; annual meeting attendance confirms engagement .
- Compensation and ownership: Director pay structure balances cash fees with equity; 2025 increase in RSU grant value to $200K modestly tilts toward equity, improving alignment; ownership guidelines and anti-hedging/pledging policies support investor alignment .
- Conflicts/related parties: No related-party transactions disclosed; Audit Committee oversees related-party vetting .
- RED FLAGS: None disclosed for attendance, pledging/hedging, or related-party exposure; director equity awards are time-based (no repricing, clawback present in plans) .
Insider Reporting Compliance:
- Section 16(a) compliance: Directors/officers timely complied with filing requirements in 2024 .