Eric Kelly
SabreAbout Eric Kelly
Eric Kelly, age 66, joined Sabre’s Board in 2025 and serves as an independent director. He is Chairman and CEO of Overland Tandberg Inc., with over four decades of senior leadership across storage, cybersecurity, B2B SaaS, and AI, and is designated an Audit Committee financial expert. He brings M&A, strategic transformation, and technology portfolio management experience to Sabre’s Audit and Technology Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Overland Tandberg Inc. | Chairman and CEO | 2018 – Present | Led portfolio expansion in data protection and infrastructure |
| Bridge 2 Technologies, LLC | Founder and Chairman | 2018 – Present | Built ecosystem connecting tech and enterprise stakeholders |
| Sphere 3D Corp. | Chairman and CEO | 2014 – 2018 | Executed divestiture to strengthen balance sheet |
| Overland Storage Inc. | President and CEO | 2009 – 2014 | Combined Overland Storage and Tandberg Data to drive growth |
| Silicon Valley Management Partners Inc. | Chairman and Founder | 2007 – 2009 | Oversaw technology investments and transformations |
| Adaptec | VP & GM, Storage Systems & Solutions | 2004 – 2006 | Led storage solutions business |
| Snap Appliance | President and CEO | 2002 – 2005 | Orchestrated strategic sale ($100.4M) post turnaround |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Executive Office of the President (Advisors on Science, Technology & Advanced Manufacturing Partnership Steering Committee) | Board Member | 2009 – 2017 | National manufacturing competitiveness advisory |
| U.S. Department of Commerce Advanced Manufacturing Council | Vice Chairman, Workforce Sub-Committee | 2013 – 2016 | Workforce policy oversight |
| Federal Reserve Bank of San Francisco | Chair, Economic Advisory Council | 2021 – 2024 | Macroeconomic advisory leadership |
| Guardian Life Insurance | Board Member | 2024 – Present | Corporate governance oversight |
| San Jose State University | Board Member | 2019 – Present | Academic governance and industry engagement |
Board Governance
- Independence: The Board determined Eric Kelly is independent under Nasdaq rules; he serves on Audit and Technology Committees and is an Audit Committee financial expert .
- Committee assignments:
- Audit Committee: Member; financial expert
- Technology Committee: Member
- Board/committee activity context: In 2024, the Board met 6 times (all then-incumbent directors >75% attendance), Audit met 8 times, Technology met 4 times; Eric joined in 2025 (individual 2025 attendance not disclosed) .
- Governance policies:
- Stock ownership guidelines: Non-employee directors must own shares equal to 5× annual retainer; compliance target within 5 years; 50% net shares retention until met .
- Hedging/pledging: Insiders (including directors) prohibited from hedging/monetization and generally pledging Sabre stock .
Fixed Compensation
| Compensation Element | 2024 | 2025 |
|---|---|---|
| Annual cash retainer (Director) | $90,000, paid quarterly | $90,000, paid quarterly (no change disclosed) |
| Annual RSU grant (Director) | $160,000 grant value (vests at 1-year) | $200,000 grant value (effective Feb 5, 2025) |
| Audit Committee Chair | +$30,000 cash retainer | +$30,000 cash retainer |
| Audit Committee Member | +$15,000 cash retainer | +$15,000 cash retainer |
| Compensation Committee Chair | +$20,000 cash retainer | +$20,000 cash retainer |
| Compensation Committee Member | +$10,000 cash retainer | +$10,000 cash retainer |
| Nominating & Governance Chair | +$15,000 cash retainer | +$15,000 cash retainer |
| Nominating & Governance Member | +$10,000 cash retainer | +$10,000 cash retainer |
| Technology Committee Chair | +$15,000 cash retainer | +$20,000 cash retainer |
| Technology Committee Member | +$10,000 cash retainer | +$10,000 cash retainer |
Notes: Newly appointed directors may receive an onboarding equity award equal to the annual grant amount; if appointed before the annual grant date, no additional annual grant in that year .
Performance Compensation
Directors receive time-based RSUs; no director-specific performance metrics are disclosed. Company performance metrics (for executives) are relevant governance signals.
| Metric | 2024 Targets | 2024 Result |
|---|---|---|
| Annual EIP – Adjusted EBITDA ($mm) | Threshold: $475; Target: $500; Max: $600 | $517; formulaic payout 117%; committee-set payout 110% for most NEOs |
| Free Cash Flow Modifier (EIP) | <-$0: -10%; $1–$50: 0%; >$50: +10% | $5; 0% modifier applied |
| PSUs (2024 grants) – Free Cash Flow ($mm) | Min: $(50); Mid: $14; Max: $100 | $5; 2024 tranche funding 100%; vesting May 15, 2027; TSR ±10% over 2024–2026 |
Other Directorships & Interlocks
| Company/Institution | Role | Potential Interlock |
|---|---|---|
| Guardian Life Insurance | Board Member | No Sabre-related transactions disclosed; standard governance role |
| San Jose State University | Board Member | Academic board; no Sabre-related transactions disclosed |
Expertise & Qualifications
- Technology operator with cybersecurity, cloud software/infrastructure, data management experience; M&A and transformation track record; designated Audit Committee financial expert .
- Public policy and national manufacturing competitiveness advisory experience; macroeconomic advisory leadership at the San Francisco Fed .
Equity Ownership
- Policy: Non-employee directors must own shares equal to 5× the annual retainer; 50% net shares retention until compliant; compliance expected within 5 years .
- Beneficial ownership: 2024 beneficial ownership table (as of Dec 31, 2024) lists then-incumbent directors; Eric Kelly (joined 2025) not included; no individual share count disclosed for him yet .
Voting Support (2025 Annual Meeting)
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Eric Kelly | 308,268,124 | 1,264,305 | 553,564 | 33,052,099 |
Say-on-pay (2025): 299,749,243 For; 8,954,285 Against; 1,382,465 Abstentions; 33,052,099 Broker Non-Votes – approved (signal of investor alignment with compensation governance) .
Related Party Transactions & Policies
- Policy: Audit Committee reviews and must approve related party transactions; factors include arm’s-length terms and materiality .
- Disclosures: No related party transactions involving Eric Kelly are disclosed .
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; deep technology and cybersecurity expertise aligned with Board oversight of IT/cyber and AI risks; strong shareholder support at election; hedging/pledging prohibited; director ownership guidelines promote alignment .
- Compensation alignment: Director pay mix emphasizes equity (time-based RSUs) with increased annual grant value in 2025, reinforcing long-term alignment; company executive metrics (Adjusted EBITDA, Free Cash Flow, TSR modifier) reflect pay-for-performance culture .
- Risks/monitoring areas: Outside CEO role at Overland Tandberg implies significant external commitments; however, Board independence determination and absence of disclosed related-party transactions mitigate conflict concerns. Continued monitoring of time commitments and any future transactions with entities where he has financial interests is advisable .