Rochelle Boas
SabreAbout Rochelle Boas
Executive Vice President and Chief Legal Officer (CLO) of Sabre since October 14, 2024; oversees legal, compliance, governance, litigation, government affairs, ethics, and risk management. Prior roles include General Counsel & Corporate Secretary at Reorg (2023–2024), General Counsel & Corporate Secretary at LeafLink (2021–2023), and SVP, Deputy General Counsel & Corporate Secretary at Travelport (2006–2020). Education: BA, Cornell University; JD, George Washington University. In January 2025 she was appointed to the U.S. Travel and Tourism Advisory Board (TTAB). Company performance context in FY2024: revenue $3.030B (+4% YoY) and Adjusted EBITDA $517M (+53% YoY), metrics used to frame pay-for-performance programs across Sabre
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Reorg Research, Inc. | General Counsel & Corporate Secretary | 2023–2024 | Led legal and corporate governance at a data/analytics tech firm |
| LeafLink, Inc. | General Counsel & Corporate Secretary | 2021–2023 | Built legal frameworks at a commerce platform |
| Travelport Worldwide Limited | SVP, Deputy General Counsel & Corporate Secretary | 2006–2020 | Drove legal execution at a global travel retail platform |
| Cendant; Skadden, Arps | Various legal roles | Not disclosed | Early-career major law firm and corporate experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| U.S. Travel and Tourism Advisory Board (TTAB) | Member | 2025–present | Advises the U.S. Secretary of Commerce on travel/tourism policy |
Fixed Compensation
| Component | Detail | Effective date | Source |
|---|---|---|---|
| Base salary | $600,000 USD | 10/14/2024 | |
| Target annual bonus | 85% of base salary ($510,000 target) under Executive Incentive Plan (EIP) | FY2024 onward (2024 not prorated) | |
| Sign-on cash bonus | $500,000 (gross), payable first pay period post-start; subject to pro-rata clawback if resigns without “Good Reason” or terminated for “Cause” within 1 year | 10/2024 | |
| Sign-on equity grant | $1,500,000 in RSUs; 1/3 vest at each of 1-, 2-, 3-year anniversaries of grant | Granted 11/15/2024; vests 11/15/2025, 11/15/2026, 11/15/2027 |
Performance Compensation
| Program | Metric | Weighting | Target | Modifier | Payout | Notes |
|---|---|---|---|---|---|---|
| EIP (Annual Incentive) | Adjusted EBITDA | 100% | Company-set annual goals | Free Cash Flow ±10% | Not disclosed for Boas | Max overall payout 200%; program design applies company-wide; Boas eligible per offer letter |
| Equity PSUs (company program for NEOs) | Free Cash Flow (annual banked tranches) + relative TSR (S&P Composite 1500 IT index) | PSU 50% of LTI (NEO design) | Year-specific FCF targets | TSR ±10% over 3 years | Up to 200% overall | Not specifically disclosed for Boas; included for context of performance design |
2024 company performance context used in EIP design: Revenue $3.030B; Adjusted EBITDA $517M; FCF modifier framework applied to EIP (company-wide) .
Equity Ownership & Alignment
| Item | Detail | As-of | Source |
|---|---|---|---|
| Initial beneficial ownership filing | Form 3 filed | 10/15/2024 | |
| RSU grant (sign-on) | 397,878 RSUs granted; vests 33⅓% on 11/15/2025, 11/15/2026, 11/15/2027 | Granted 11/15/2024 | |
| Vested vs. unvested | Unvested at grant; scheduled to vest 132,626 RSUs per tranche on each vest date (397,878 ÷ 3) | Vest dates per schedule | |
| Ownership guidelines | EVPs must hold stock equal to 3× base salary; 5-year period to reach; 50% net share retention until met | Policy in effect | |
| Hedging/pledging | Prohibited for insiders under Sabre’s Insider Trading Policy | Policy in effect | |
| Ownership as % of shares outstanding (context) | 397,878 RSUs vs 386,069,567 shares outstanding on 02/24/2025 ≈ 0.10% | 02/24/2025 |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start date & role | Appointed EVP & CLO effective October 14, 2024 | |
| Employment nature | At-will; subject to Executive Confidentiality and Restrictive Covenants Agreement | |
| Severance plan eligibility | Eligible to participate in Executive Severance Plan (specific multiple for Boas not disclosed in offer letter). Reference for Level 2 (prior CLO) indicates 150% of base salary + 110% of target incentive upon termination without cause, paid over 18 months, subject to release and covenants (illustrative plan terms) | |
| Change-in-control | No single-trigger vesting; awards vest on double trigger (not assumed or qualifying termination post-CIC) under 2025 Omnibus Plan | |
| Clawback | Compensation recovery per Sabre Corporation Clawback Policy (Omnibus Plan) | |
| Insider trading | Trades pre-cleared; hedging/monetization and pledging prohibited | |
| Stock ownership guideline | 3× base salary for EVPs; 5 years to comply; 50% net-share retention until met |
Investment Implications
- Alignment: Large time-based sign-on RSU (397,878 units) plus stringent 3× salary ownership guideline and hedging/pledging prohibitions indicate high alignment and reduced risk of misaligned hedging strategies .
- Vesting/selling pressure: Scheduled vestings on 11/15/2025, 11/15/2026, 11/15/2027 (132,626 shares each) create predictable potential sell-to-cover tax events; monitor Section 16 Form 4s around vest dates for trading signals .
- Pay-for-performance exposure: Cash bonus driven entirely by Adjusted EBITDA with FCF modifier ties compensation to profitability and cash generation; in FY2024, Sabre reported $3.030B revenue and $517M Adjusted EBITDA, supporting EIP funding frameworks .
- Retention risk: Sign-on cash ($500k) with 12-month clawback for non–Good Reason resignations and multi-year RSU vesting reduce near-term departure risk; severance plan participation further mitigates transition risk, subject to plan terms .
Administrative confirmations of tenure: Boas signs as EVP & CLO on Sabre 8-Ks dated 12/02/2024 and 04/25/2025, corroborating role continuity .