Joe DiFonzo - Executive Vice President and Chief Information Officer | Sabre (SABR) Executive Profile & Compensation

About Joe DiFonzo

Executive Vice President and Chief Information Officer (CIO) at Sabre since 2017, DiFonzo leads global engineering and IT operations across infrastructure, corporate applications, cybersecurity and commercial services; he holds a B.S. in Computer Science from the University of Central Florida and previously served as CIO/CTO at Syniverse and senior architecture/product roles at Convergys/Cincinnati Bell Information Systems . In 2024, Sabre delivered revenue of $3.030B (+4% YoY) and Adjusted EBITDA of $517M (+53% YoY), with Adjusted EPS improving to $(0.19); this underpins the 2024 executive incentive framework tied primarily to Adjusted EBITDA and Free Cash Flow . Sabre’s pay-versus-performance table highlights the program’s linkage to TSR, Adjusted EBITDA, and Free Cash Flow as the most important metrics guiding compensation outcomes .

Past Roles

Organization	Role	Years	Strategic Impact
Sabre Corporation	CIO (SVP, later EVP)	2017–present	Leads enterprise technology, cybersecurity, and infrastructure modernization; drives reliability, agility, and cost-effectiveness for global travel customers .
Syniverse	CIO; CTO; SVP roles	~2010–2016	Led core product R&D and enterprise mobility; technology transformation for mobile network operator services .
Convergys / Cincinnati Bell Information Systems	Product Line Architect; Product Development Leadership	~1990s–2000s	Architected telecom product lines; led multiple product development teams .

External Roles

Organization	Role	Years	Strategic Impact
Academy Prep Centers for Education	Technology Committee Chair (former)	N/A	STEM-focused volunteer leadership promoting tech education pathways .

Fixed Compensation

Component	2024
Base salary (effective 7/1/2024)	$561,000
Salary paid (2024 Summary Compensation)	$555,500
Perquisites and other personal benefits (total)	$61,601 (group life $554; planning services $895; 401(k) match $20,700; commuting/temporary housing $39,452)

Performance Compensation

Program	Metric	Weighting/Structure	Targets	Actual	Payout/Notes	Vesting
2024 Executive Incentive Program (EIP)	Adjusted EBITDA (with Free Cash Flow modifier ±10%)	100% (modifier capped; overall cap 200%)	EBITDA: Threshold $475M; Target $500M; Max $600M	EBITDA $517M; FCF $5M (no modifier)	Formula payout 117%; Committee set most at 110%, but DiFonzo remained at 117% → Paid $552,474	Cash in March 2025 timing implied for EIP; annual program
2024 PSUs (granted 5/15/2024)	Free Cash Flow (annual tranches for 2024–2026) with TSR ±10% modifier vs S&P Composite 1500 IT	50% of LTI value; target units 236,593; max 473,186	2024 FCF min $(50)M; midpoint $14M; max $100M	2024 FCF $5M → 100% funding for 2024 tranche	Final aggregate subject to 3-yr TSR modifier ±10%; overall max 200%	Cliff vest 5/15/2027, continued employment required
2024 RSUs (granted 5/15/2024)	Time-based	50% of LTI value; units 236,593	N/A	N/A	Ratable vest 1/3 per year	Annual vest over 3 years starting 5/15/2025
Recognition awards (cash)	Technology transformation recognition	N/A	N/A	$37,777 (8% of EIP)	Discretionary recognition for transformation impact	Paid in 2024
Legacy long-term cash award	Prior to appointment as executive	N/A	N/A	$500,000	Legacy program payout	Paid in 2024

Equity Ownership & Alignment

Item	Details
Total beneficial ownership	586,864 shares; <1% of outstanding
Unvested RSUs (as of 12/31/2024)	17,380 (2022 grant); 95,786 (2023 grant); 236,593 (2024 grant)
PSUs outstanding/unearned (as of 12/31/2024)	52,138 (2022 grant—vested 3/15/2025 with 90% funding overall); 143,678 (2023 grant); 236,593 (2024 grant)
Options outstanding	32,032 options @ $8.33 strike expiring 3/13/2030; out-of-the-money vs $3.65 year-end price
Stock ownership guidelines	EVPs must hold 3x base salary; retention of 50% of net shares until met
Compliance status	Executives met or are on track as of 6/1/2024 measurement
Hedging/pledging	Prohibited for insiders and equity recipients (zero-cost collars, swaps, exchange funds; pledging disallowed)
Clawback policy	Dodd-Frank/Nasdaq-compliant clawback policy applies to Section 16 officers (3-year look-back)

Employment Terms

Provision	Terms (EVP/CIO)
Employment agreement covenants	Non-competition, non-solicitation, confidentiality during employment and for specified post-termination periods
Executive Severance Plan level	Level 2 (EVPs)
Severance (without cause/for good reason)	150% of current base salary + 110% of prior-year target incentive; paid over 18 months; COBRA benefits for 18 months; 1 year of senior executive outplacement
Change-in-control treatment	Double-trigger: if awards not assumed or upon qualifying termination post-CoC, restrictions lapse; RSUs vest in full; PSUs vest at assumed 100% attainment
Retirement definition and equity treatment	Age ≥60, ≥5 years continuous employment, age+service ≥70; specified continued vesting of certain RSUs/PSUs on subsequent vest dates
Tax gross-ups	None for severance/CoC; plan prohibits tax gross-ups; no option re-pricings without shareholder approval
Equity plan guardrails	No discounted options; no evergreen; minimum 1-year vesting for 95% of shares; no single-trigger CoC vesting unless awards not assumed

Performance & Track Record

2024 company performance improved meaningfully: Revenue $3.030B (+4% YoY), Adjusted EBITDA $517M (+53% YoY), Adjusted EPS $(0.19) vs $(0.52) in 2023, supporting above-target EIP payouts; net loss was $279M, reflecting ongoing turnaround dynamics .
Compensation Committee specifically recognized DiFonzo’s role in technology transformation with an 8% EIP recognition payment ($37,777), signaling execution impact on reliability/agility initiatives .

Equity and Vesting Schedule Details (Insider Selling Pressure)

Instrument	Grant Date	Quantity	Vesting/Status	Next Vest
RSUs	3/15/2022	17,380	Time-based; 1/3 annually	Anniversaries of grant
RSUs	5/15/2023	95,786	Time-based; 1/3 annually	Anniversaries of grant
RSUs	5/15/2024	236,593	Time-based; 1/3 annually	5/15/2025, 2026, 2027
PSUs	3/15/2022	52,138	3-year, Adjusted FCF with TSR modifier; final 90% funding; vested 3/15/2025	Vested
PSUs	5/15/2023	143,678	Annual FCF tranche (2023–2025) with 3-yr TSR modifier; 2024 tranche funding 0%; 2025 expected 0%	5/15/2026
PSUs	5/15/2024	236,593	Annual FCF tranche (2024–2026) with 3-yr TSR modifier; 2024 tranche funded 100%	5/15/2027
Options	3/13/2020	32,032 @ $8.33	Expire 3/13/2030; OTM vs $3.65 at 12/31/2024	N/A

Alignment signals: stringent no-hedging/no-pledging, ownership guidelines with net-share retention until met, and double-trigger CoC vesting collectively reduce misalignment risks and encourage long-horizon holding .

Employment Economics (Severance & CoC)

Scenario (as of 12/31/2024)	Cash Severance	Equity Acceleration Value	Other Benefits	Total
Involuntary termination (no CoC)	$1,674,585	—	$32,189	$1,706,774
Involuntary termination (with CoC)	$1,674,585	$2,854,913	$32,189	$4,561,687
Death	—	$2,854,913	$1,122,000	$3,976,913
Disability	—	—	$1,618,919	$1,618,919

Investment Implications

Pay-for-performance linkage is strong: cash incentive was driven entirely by Adjusted EBITDA with an FCF modifier; PSUs bank annually on Free Cash Flow with a final TSR relative modifier, creating sensitivity to cash generation and market-relative outcomes .
Retention risk appears managed: sizable multi-year RSU/PSU overhang through 2027, strict ownership/retention rules, and competitive severance protections suggest limited near-term voluntary departure probability, while OTM options reduce immediate sell pressure .
Trading signals: 2024 PSU tranche funded 100% but 2024 tranche of 2023 PSUs funded 0%, highlighting variability in annual FCF outcomes; monitoring quarterly cash generation and TSR vs S&P Composite 1500 IT will indicate likely PSU vesting bands into 2026–2027 .
Change-of-control economics: double-trigger vesting with assumed 100% PSU attainment can materially accelerate equity value for EVPs, an important consideration for M&A scenarios and potential event-driven positioning .