Gail Mandel
SabreAbout Gail Mandel
Independent Chair of Sabre’s Board since April 24, 2024; director since 2020; age 56. Former CEO/CFO/COO of Wyndham Destination Network with deep hospitality, finance, and M&A experience; designated “audit committee financial expert” and a CPA (inactive). As non‑executive Chair, she sets board agendas, leads executive sessions, oversees CEO evaluation and succession planning, and manages board risk/conflict oversight and shareholder engagement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Focused Point Ventures, LLC | Managing Director | 2019–Present | Advises on investment theses, structuring, capital allocation |
| Wyndham Destination Network (Wyndham Worldwide/Travel + Leisure) | President & CEO | 2014–2018 | Drove Y/Y growth; led $1.3B European Rentals divestiture; executed 12+ acquisitions |
| Wyndham Exchanges & Rentals | Chief Operating Officer | 2014 | Operational leadership |
| Wyndham | Chief Financial Officer | 2010–2014 | Corporate finance leadership |
| Wyndham | SVP, Financial Planning & Analysis | 2006–2010 | FP&A leadership |
| Cendant Hospitality (Travel Services) | Division CFO & Controller | 1999–2006 | Division finance leadership |
| PureStar (private) | Chairman of the Board | 2020–2024 | Board leadership |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Dave & Buster’s Entertainment, Inc. | Director | 2022 | Public company board |
| Hilton Grand Vacations Inc. | Director | 2024 | Public company board (hospitality) |
Board Governance
- Independence: Board determined Ms. Mandel is independent under Nasdaq rules.
- Leadership: Non‑executive Chair; responsibilities include agenda-setting, executive sessions, CEO goals/evaluation, succession planning, and board risk/conflict oversight.
- Attendance/engagement: Board met 6 times in 2024; all incumbent directors attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Committee assignments (2024): Chair, Nominating & Governance (met 5x); Member, Compensation (met 5x); Chair, Executive Committee (did not meet).
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Governance | Chair | 5 |
| Compensation | Member | 5 |
| Executive | Chair | 0 |
Fixed Compensation
- Structure (non‑employee directors, 2024): $90,000 annual cash retainer; $160,000 annual RSU grant (vests in full on first anniversary); committee fees (Audit chair +$30k; Audit member +$15k; Compensation chair +$20k; Compensation member +$10k; Nominating & Governance chair +$15k; N&G member +$10k; Technology chair +$15k; Technology member +$10k). Non‑executive Board Chair receives an additional $160,000 annual cash retainer.
- 2025 changes: Annual RSU grant increased to $200,000; Technology Committee chair cash retainer increased to $20,000.
| Director | 2024 Fees Earned (Cash) | 2024 Stock Awards (Grant‑date FV) | 2024 Total |
|---|---|---|---|
| Gail Mandel | $215,138 | $160,000 | $375,138 |
Performance Compensation
- Director equity is time‑based (RSUs); no director performance metrics (no PSUs/options for directors).
| Item | Detail |
|---|---|
| 2024 RSU grant value | $160,000; awarded on April 24, 2024; vests on first anniversary |
| Units granted to Mandel (2024) | 57,971 RSUs; deferral elected under Director Deferral Plan |
| Plan design | Directors participate in 2024 Director Plan; deferrals into notional accounts deliver stock after service ends or change in control |
No director performance metrics apply; Sabre’s PSU metrics (Free Cash Flow with TSR modifier) apply to executives, not directors.
Other Directorships & Interlocks
- Current public boards: Dave & Buster’s (2022–), Hilton Grand Vacations (2024–). No compensation committee interlocks disclosed.
- Related‑party/transactions: Sabre’s policy subjects any related‑party transactions to Audit Committee approval; no related‑party transactions involving Ms. Mandel are disclosed.
Expertise & Qualifications
- Financial oversight: Audit committee financial expert; CPA (inactive).
- Industry: Travel/hospitality leadership (Wyndham); M&A execution (multiple tuck‑ins; $1.3B divestiture).
- Governance: Chairs Nominating & Governance; leads CEO evaluation/succession and board evaluations.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (12/31/2024) | 152,778 shares; <1% of outstanding |
| Deferred shares under Director Deferral Plan | 43,597 included in beneficial ownership footnote |
| RSUs outstanding at 12/31/2024 | 57,971 RSUs (2024 grant; deferral elected) |
| Hedging/pledging | Prohibited by Insider Trading Policy for directors |
| Stock ownership guideline | 5x annual cash retainer for non‑employee directors |
| Compliance status | As of June 1, 2024, all executive officers and non‑employee directors had met or were on track to meet guidelines within 5 years |
Governance Assessment
-
Positives for investor confidence:
- Independent, non‑executive Chair with strong finance/M&A credentials; formal responsibilities cover risk/conflict oversight and executive sessions.
- Solid engagement/attendance; all incumbents exceeded 75% attendance; governance committees active.
- Ownership alignment via 5x retainer guideline and deferral of RSUs; hedging/pledging prohibited.
- No related‑party transactions disclosed; no comp committee interlocks.
-
Watch items:
- 2025 increase in annual director RSU grant to $200k raises equity overhang marginally but improves alignment; monitor overall equity usage given share availability dynamics.
- Multiple external public boards (PLAY, HGV); time commitments should be monitored given her Board Chair duties at Sabre.
-
RED FLAGS:
- None identified in filings (no related‑party transactions, no attendance issues, no hedging/pledging, and independence affirmed).