Phyllis Newhouse
SabreAbout Phyllis Newhouse
Independent director at Sabre Corporation since 2021 (age 62). Founder and CEO of Xtreme Solutions, Inc., with 20+ years of cybersecurity leadership and a prior 22-year career in U.S. Army cybersecurity and intelligence. Serves on Sabre’s Audit Committee and Technology Committee; the Board has determined she is independent under Nasdaq rules. Core credentials: cybersecurity and information technology leadership, entrepreneurship, government/regulatory savvy, and risk oversight experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Army | Senior Non-Commissioned Officer (cybersecurity/intelligence) | 1979–1999 | Built national security-focused cybersecurity expertise applicable to Sabre’s regulated travel ecosystem |
| Xtreme Solutions, Inc. | Founder & CEO | 2002–Present | Led cybersecurity partnerships with U.S. DoD/State and private sector (Microsoft, Dell) |
| Athena Technology Acquisition Corp. | CEO | 2020–2021 | SPAC leadership and public markets familiarity |
| ShoulderUp (nonprofit) | Founder | 2019–Present | Entrepreneurial ecosystem and access-to-capital initiatives |
| ShoulderUp Technology Acquisition Corp. | Founder & CEO | 2021–Present | SPAC leadership and deal experience |
External Roles
| Company/Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Heliogen, Inc. | Director | Public | 2021–Present | Energy/technology; unrelated to Sabre’s core travel tech |
| Athena Technology Acquisition Corp. | Director/Executive (SPAC) | Public (de-SPAC 2021) | 2020–2021 | SPAC board and transaction experience |
| ShoulderUp Technology Acquisition Corp. | Director/Executive (SPAC) | Public | 2021–Present | SPAC board and transaction experience |
Board Governance
- Committee assignments: Audit Committee (member) and Technology Committee (member). Not designated an “audit committee financial expert” (experts are Bravante, Kelly, Paul). Audit met 8x in 2024; Technology met 4x in 2024.
- Independence: Board determined Ms. Newhouse is independent under Nasdaq rules.
- Attendance: Board met 6x in 2024; all incumbent directors attended >75% of total Board/committee meetings and all directors attended the 2024 Annual Meeting.
- Committee remits relevant to her expertise: Audit oversees cybersecurity and information technology risks (including AI); Technology oversees IT security, data privacy, disaster recovery and advises on emerging technologies (including AI).
- Board leadership/refresh: Non-executive Chair structure; active annual Board and committee evaluations.
Fixed Compensation (Director)
| Element (2024) | Amount |
|---|---|
| Annual cash retainer | $90,000 |
| Audit Committee member retainer | $15,000 |
| Technology Committee member retainer | $10,000 |
| Total cash (2024 actual) | $115,000 |
- 2025 update: Annual director RSU grant value increased to $200,000; Technology Committee chair cash retainer increased to $20,000 (no impact unless chair).
Performance Compensation (Director)
| Grant year | Grant date | Instrument | Shares/Units | Grant date value | Vesting |
|---|---|---|---|---|---|
| 2024 | 04/24/2024 | RSU | 57,971 | $160,000 | Vests in full on first anniversary of grant |
| Outstanding at 12/31/2024 | — | RSU (unvested/outstanding) | 61,203 | — | Per plan terms; no performance conditions |
- Deferral: Directors may defer RSUs under the Non-Employee Directors Compensation Deferral Plan; her 2024 grant was not flagged as deferred.
Other Directorships & Interlocks
| Entity | Type | Relationship to Sabre | Potential Interlock/Conflict |
|---|---|---|---|
| Heliogen, Inc. | Public board | No customer/supplier relationship disclosed in proxy | None disclosed |
| SPACs (Athena Technology Acquisition Corp.; ShoulderUp Technology Acquisition Corp.) | Public boards/executive | No Sabre dealings disclosed in proxy | None disclosed |
| Xtreme Solutions, Inc. | CEO (private) | No related-party transactions with Sabre disclosed | None disclosed; see policy below |
- Related-party review: Sabre’s Audit Committee screens related-party transactions; the proxy does not disclose any transaction involving Ms. Newhouse.
Expertise & Qualifications
- Cybersecurity/IT leadership (CEO of a cybersecurity firm; U.S. Army cybersecurity/intelligence).
- Government/regulatory experience; familiarity with U.S. military/government contracting relevant to Sabre’s government travel exposure.
- Entrepreneurial and capital markets/SPAC experience.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (12/31/2024) | 143,652 shares | Less than 1% of shares outstanding |
| RSUs outstanding (12/31/2024) | 61,203 units | From director equity program |
| Hedging/Pledging | Prohibited for directors | Insider Trading Policy bans hedging and generally prohibits pledging |
| Ownership guidelines | 5x annual director retainer | Applies to non-employee directors; includes unvested RSUs that settle in stock |
| Compliance status (as of 6/1/2024) | Met or on-track | All non-employee directors met or are on track to meet requirements within 5 years |
Governance Assessment
- Board effectiveness and risk oversight: Her cybersecurity and government contracting background directly align with Audit/Technology oversight of cyber, data privacy, AI, and resilience—key risks for a travel technology platform. Attendance and independence disclosures indicate no engagement or independence red flags.
- Alignment: Director pay mix skews toward equity (annual RSUs), with stock ownership guidelines and anti-hedging/pledging policy reinforcing long-term alignment. 2025 increase in equity grant value further emphasizes equity alignment.
- Conflicts/related party: No related-party transactions involving Ms. Newhouse are disclosed; Sabre maintains a formal related-party review policy via the Audit Committee. Watchpoint would be any future Sabre engagement of Xtreme Solutions, which would fall under this policy.
- RED FLAGS: None disclosed in proxy regarding attendance, Section 16 compliance, hedging/pledging, or related-party transactions. Overboarding risk appears limited based on listed commitments; not designated an Audit Committee financial expert (not a red flag, but relevant context).