Michael Randolfi
SabreAbout Michael Randolfi
Executive Vice President and Chief Financial Officer at Sabre since August 22, 2022, appointed at age 50; MBA (Emory University) and BA (University of South Florida) with prior CFO roles at BFA Industries, Adtalem, Groupon, and Orbitz, and 14 years at Delta culminating as SVP & Controller . Company performance context during his tenure: Revenue rose from $2.5B (2022) to $2.9B (2023) and $3.03B (2024) ; Adjusted EBITDA increased from $65M (2022) to $337M (2023) and $517M (2024) . Sabre’s TSR (value of $100 initial investment) tracked $28.55 (2022), $20.33 (2023), and $16.86 (2024); peer index at $129.96 (2022), $191.27 (2023), and $221.30 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BFA Industries | Chief Financial Officer | Apr 2021–Jul 2022 | Led finance at a beauty subscription platform . |
| Adtalem Global Education | SVP & CFO | Aug 2019–Apr 2021 | Supported workforce solutions strategy and execution . |
| Groupon, Inc. | Chief Financial Officer | Apr 2016–Aug 2019 | Drove operational focus and results for public company . |
| Orbitz Worldwide | Chief Financial Officer | Mar 2013–Nov 2015 | Drove operational improvements; significant role in sale to Expedia . |
| Delta Air Lines | Various finance roles → SVP & Controller | ~1999–2013 (14 years) | Senior finance leadership across airline operations . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $237,500 (partial year) | $650,000 | $663,000 (2% increase effective 7/1/24) |
| Annual Cash Incentive Target (%) | 90% (prorated) | 90% (CFO program) | 90% |
| Annual Cash Incentive Target ($) | $211,562 | $585,000 | $590,882 |
| Annual Cash Incentive Paid ($) | $211,562 (100% of target) | $585,000 (100% of target) | $649,970 (110% of target) |
| Sign-On Bonus ($) | $250,000 (subject to repayment terms) | — | — |
Performance Compensation
Annual Cash Incentive (EIP) Structure and Outcome
| Year | Metric | Weighting | Target/Range | Actual | Modifier/Payout | Payout (% of Target) |
|---|---|---|---|---|---|---|
| 2024 | Adjusted EBITDA | 100% funding formula | Threshold $475M; Target $500M; Max $600M | $517M | Free Cash Flow modifier: $5M → no change; Committee set payout at 110% for CFO | 110% |
| 2023 | Adjusted EBITDA | 100% funding formula (CFO/CEO) | Company-established goals | Achieved; formula ~102.3% | Committee reduced to 100% payout | 100% |
Long-Term Equity Awards (PSUs and RSUs)
| Element | Grant Date | Performance Metrics | Target/Funding | Vesting | 2024 Tranche Result |
|---|---|---|---|---|---|
| 2024 PSUs | May 15, 2024 | Free Cash Flow (annual banking) + 3-year TSR modifier vs S&P 1500 IT (±10% band, cap 200%) | 2024 FCF targets: Min $(50)M; Mid $14M; Max $100M | Cliff vest May 15, 2027; final shares after TSR modifier | FCF of $5M → 100% funded for 2024 tranche |
| 2024 RSUs | May 15, 2024 | Time-based | N/A | 3-year ratable annually | N/A |
| 2024 Award Values (CFO) | May 15, 2024 | — | $1,000,000 PSUs; $1,000,000 RSUs | — | — |
| 2023 PSUs | May 15, 2023 | FCF (annual banking) + TSR modifier (±10% vs S&P 1500 IT), cap 200% | Company-set FCF goals (2023–2025) | Cliff vest May 15, 2026 | 2023 tranche funded per plan design (company-wide) |
Equity Ownership & Alignment
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Beneficial Ownership (Shares) | 209,170 | 537,665 | 862,730 |
| % of Shares Outstanding | <1% | <1% | <1% |
| Shares Vested (RSU/PSU) | — | 36,390; $168,122 value | 132,175; $420,814 value |
- Stock ownership guidelines: Executive Vice Presidents must own stock equal to 3x base salary; 50% net shares retention until met; compliance required within five years of becoming an executive officer .
- Hedging/pledging: Prohibited under Sabre’s Insider Trading Policy (no collars, swaps, exchange funds, forward contracts; pledging prohibited) .
- Clawback: Company maintains compensation recovery policy; no single-trigger vesting on change-in-control in omnibus plans; no equity tax gross-ups .
Employment Terms
| Item | Details |
|---|---|
| Start Date & Role | Appointed EVP & CFO effective Aug 22, 2022 . |
| Offer Letter Highlights | Initial base salary $650,000; one-time sign-on bonus $250,000 (repayment terms); annual incentive target 90% of base (prorated for 2022); initial equity grant $1,500,000 split 50% RSUs (1/3 per year 2023–2025) and 50% PSUs (3-year performance to Mar 15, 2025 with TSR modifier; up to 200%) . |
| Severance Plan | Eligible under Executive Severance Plan as Level 2 employee . |
| Potential Payments (Estimated at 12/31/2022) | Involuntary termination (no CIC): $1,940,250 cash + $39,742 benefits; With CIC: $1,940,250 cash + $1,349,341 equity + $39,742 benefits . |
| Change-in-Control Treatment (Equity) | Double trigger: vesting accelerates only if awards not assumed/continued/substituted OR upon qualifying termination post-CIC; applies to 2024/2025 Omnibus Plans . |
| Restrictive Covenants | Subject to Executive Confidentiality & Restrictive Covenants Agreement (non-compete / non-solicit / confidentiality) per offer letter . |
| Tax Gross-Ups | No tax reimbursements on severance/change-in-control payments per program policy . |
Compensation Structure Notes and Governance
- Compensation design emphasizes at-risk pay with multi-year equity vesting; independent consultant (Korn Ferry) advises the Compensation Committee .
- 2025 compensation peer group updated to emphasize software/tech (e.g., Akamai, HubSpot, Toast, Twilio, Veeva), aligning benchmarks to Sabre’s transformation focus .
- 2024 and 2025 executive programs use Adjusted EBITDA in annual EIP and multi-year Free Cash Flow in PSUs, reflecting cash discipline and deleveraging priorities .
Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD Billions) | $2.5 | $2.9 | $3.030 |
| Adjusted EBITDA ($USD Millions) | $65 | $337 | $517 |
| TSR – Value of $100 Investment (Sabre) | $28.55 | $20.33 | $16.86 |
| TSR – Peer Index (S&P Software & Services / S&P 1500 IT) | $129.96 | $191.27 | $221.30 |
Investment Implications
- Alignment and incentives: CFO pay is tightly linked to Adjusted EBITDA (annual) and Free Cash Flow (multi-year PSUs), with TSR modifiers and double-trigger CIC protection—positive for shareholder alignment and cash generation focus .
- Retention and selling pressure: Significant ongoing RSU/PSU vesting (132,175 shares vested in 2024) indicates scheduled liquidity events but hedging/pledging prohibitions and ownership guidelines (3x salary, 50% net share retention) mitigate misalignment risk .
- Severnance/CIC risk: Level 2 severance and double-trigger equity accelerate only upon qualifying events, reducing “walkaway” risk while providing competitive protection; no severance tax gross-ups .
- Execution track record: 2023 additional cash recognition (25% of EIP) tied to capital structure refinancings underscores CFO’s role in de-risking balance sheet; revenue and Adjusted EBITDA trends have improved materially since 2022, though TSR underperformed peers—suggests continued focus on cash and margin improvement over share price recovery .