Roshan Mendis
SabreAbout Roshan Mendis
Roshan Mendis is Executive Vice President and Chief Commercial Officer, Travel Solutions at Sabre, a role he has held since 2020. He previously served as Chief Commercial Officer for Travel Network (2018–2020), SVP International Markets (2017–2018), and SVP Asia Pacific (2015–2017). He completed undergraduate studies at Chaminade University of Honolulu and University of Cambridge (UK) and earned an MBA at Rice University; as of February 17, 2023 he was 50 years old . Sabre’s executive pay programs in 2024 tied payouts to Adjusted EBITDA and Free Cash Flow outcomes; the company achieved $517M Adjusted EBITDA versus $500M target and $5M Free Cash Flow, leading to a formulaic 117% payout for Mendis under the EIP .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sabre Travel Solutions | EVP & Chief Commercial Officer | 2020–present | Oversees global commercial strategy across Travel Solutions |
| Sabre Travel Network | Chief Commercial Officer | 2018–2020 | Led commercial activities for GDS business |
| Sabre | SVP, International Markets | 2017–2018 | Drove international market growth |
| Sabre | SVP, Asia Pacific | 2015–2017 | Managed APAC operations and expansion |
| Travelocity & Zuji (Sabre portfolio brands) | President | Prior years | Led consumer-facing travel brands within Sabre’s portfolio |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Yatra Online, Inc. | Director | Disclosed in 2021–2022 | Public company board service (corporate travel/online travel) |
Fixed Compensation
| Component | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | — | — | $609,590 | — |
| Target Bonus (% of Salary) | — | — | 85% | 2024 targets set by EIP; payout shown below |
| Annual Cash Incentive Paid ($) | — | — | $517,421 (100% of target; committee discretion) | $600,997 (117% of target; committee kept Mendis at formula) |
| Perquisites and Other ($) | $1,779,754 total; components include Group Life $504, 401(k) match $17,100, tax gross-up $33,878, Other $1,728,272 | $73,282 total; components include Planning Services $25,234, 401(k) match $33,408, tax gross-up $102, Other $14,538 | $143,395 total; components include Planning Services $15,853, 401(k) match $48,767, Other $78,774 (incl. President’s Club $21,593, UK car allowance $15,296, expatriate tax assistance $41,885) | — |
Performance Compensation
Annual Incentive (EIP) Design and Outcomes
| Metric | Weighting | Targets | Actual | Payout Impact |
|---|---|---|---|---|
| 2023 Adjusted EBITDA | 70% (for non-CEO/CFO) | Not disclosed | Not disclosed | Committee set payout at 100% for Mendis |
| 2023 Free Cash Flow modifier | ±10% | Not disclosed | Not disclosed | Overall capped at 150% |
| 2023 Business unit/staff objectives | 30% | Met/substantially met for Commercial team | Achieved | Contributed to 100% payout |
| 2024 Adjusted EBITDA | Core metric | Threshold $475M; Target $500M; Max $600M | Result $517M | Formula payout 117% pre-committee adjustment |
| 2024 Free Cash Flow modifier | ±10% | <$0 = -10%; $1–$50 = no mod; >$50 = +10% | Result $5M | No modification applied |
| 2024 Committee discretion | — | — | — | Mendis paid at 117% (others mostly reduced to 110%) |
Long-Term Incentive Structure (2023 grants)
| Instrument | Grant Date | Mix/Value | Performance Metrics | Vesting |
|---|---|---|---|---|
| PSUs | May 15, 2023 | $750,000 (50% of $1.5M LTI) | Free Cash Flow each year (2023–2025) with TSR modifier ±10% vs S&P 1500 IT over 3-year period | 3-year cliff; one-third banked annually based on FCF; final shares subject to TSR modifier; max 200% |
| RSUs | May 15, 2023 | $750,000 (50% of $1.5M LTI) | Time-based | Vests ratably over 3 years (annual tranches) |
Equity Ownership & Alignment
| Item | 2021 | 2023 |
|---|---|---|
| Beneficial ownership (shares) | 124,276; <1% of outstanding | 461,465; <1% of outstanding |
| Stock ownership guidelines | EVP: 3x base salary; 50% net share retention until met | |
| Hedging/pledging | Prohibited for executives under Insider Trading Policy |
Outstanding Equity Awards (as of Dec 31, 2023)
| Type | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|---|
| Stock Option | 03/13/2015 | 13,626 | — | $22.15 | 03/13/2025 |
| Stock Option | 03/15/2016 | 11,915 | — | $27.79 | 03/15/2026 |
| Stock Option | 03/15/2017 | 19,350 | — | $22.01 | 03/15/2027 |
| Stock Option | 03/15/2018 | 22,840 | — | $22.03 | 03/15/2028 |
| Stock Option | 03/15/2019 | 17,375 | — | $21.35 | 03/15/2029 |
| Stock Option | 03/13/2020 | 27,027 | — | $8.33 | 03/13/2030 |
| Stock Option | 06/15/2020 | 48,924 | — | $8.48 | 06/15/2030 |
| RSU (unvested) | 03/15/2021 | — | — | — | 18,658 units; $82,095 MV |
| RSU (unvested) | 03/15/2021 | — | — | — | 55,970 units; $246,268 MV |
| RSU (unvested) | 03/15/2022 | — | — | — | 78,206 units; $344,106 MV |
Note: PRE 14A also enumerates unvested outstanding options (total 161,057 shares), RSUs (267,655), and PSUs (368,351, with acceleration terms under specific events) used in CoC valuation assumptions .
Employment Terms
| Provision | Summary |
|---|---|
| Executive Severance Plan | Provides payments/benefits upon termination without cause or resignation for good reason; also covers disability and death; CoC benefits are double-trigger (CoC plus qualifying termination) |
| Estimated Payments (Dec 31, 2024) | Involuntary termination (no CoC): $1,769,338 severance cash + $71,426 other benefits = $1,840,764 total; Involuntary termination in connection with CoC: $1,769,338 severance + $3,418,794 equity vesting value + $71,426 other = $5,259,558 total; Death: $3,418,794 equity + $2,501,140 benefits = $5,919,934; Disability: $468,964 benefits |
| Estimated Payments (Dec 31, 2023) | Involuntary termination (no CoC): $1,769,338 severance cash + $47,032 other = $1,816,370 total; Involuntary termination in connection with CoC: $1,769,338 severance + $2,798,426 equity + $47,032 other = $4,614,796; Death: $2,798,426 equity + $2,499,549 benefits = $5,297,975; Disability: $468,665 benefits |
| Employment agreements | Named executive officer agreements typically 2–3-year terms with automatic one-year renewals; include non-compete, non-solicit, confidentiality covenants |
| Clawback policy | Executive Compensation Recovery Policy maintained by Compensation Committee |
| Ownership/retention policy | EVP must hold equity equal to 3x base salary; retain 50% of net shares until in compliance |
Compensation Structure vs Performance Metrics
- Annual cash incentives align to Adjusted EBITDA with an FCF modifier, and business unit objectives for non-CEO/CFO, capping at 150%—Mendis’s 2023 payout was set to 100% and 2024 to 117% based on formula results (committee applied discretion to others) .
- 2023 PSUs emphasize Free Cash Flow annually (banked by year) with a three-year TSR-relative modifier, and RSUs vest ratably—balancing cash generation and shareholder return focus with retention .
Vesting Schedules and Insider Selling Pressure
- RSUs from May 15, 2023 vest in three annual tranches through 2026, supporting near-term retention .
- PSUs granted May 15, 2023 have a three-year cliff vest (measurement 2023–2025; payout subject to TSR modifier), creating medium-term performance and retention hooks .
- Multiple legacy stock options approach expirations in 2025–2029 at strikes predominantly >$21, with larger tranches in 2030 at $8.33 and $8.48, potentially impacting exercise behavior and supply in coming years .
Equity Ownership & Pledging
- Mendis beneficially owned 461,465 shares (<1%) as of Dec 31, 2023, up from 124,276 shares in 2021 .
- Hedging and pledging Sabre shares are prohibited by policy; executives must meet 3x salary ownership and retain 50% of net shares until compliant .
Employment Contracts, Severance, and CoC Economics
- Double-trigger CoC applies; estimated Dec 31, 2024 CoC termination would deliver ~$5.26M in total payments/benefits to Mendis, primarily from equity acceleration valuation, plus severance per plan .
- Non-compete and non-solicit obligations are standard in NEO agreements; agreements auto-renew annually after initial 2–3-year terms .
Performance & Track Record
- 2024 EIP metrics: Adjusted EBITDA achieved $517M versus $500M target; Free Cash Flow result $5M (no modifier), supporting a 117% formulaic payout for Mendis .
Investment Implications
- Alignment: Strong linkage of annual and PSU awards to Free Cash Flow and EBITDA, plus TSR modifier, aligns pay with liquidity and shareholder returns; ownership policy and retention of net shares reinforce alignment .
- Retention risk: Significant unvested RSUs through 2026 and PSUs through 2025, alongside option expirations 2025–2030, provide retention hooks; double-trigger CoC protections reduce risk of abrupt departure in a transaction .
- Trading signals: Option expirations in 2025–2029 at higher strikes and large 2030 tranches at ~$8–$9 suggest limited near-term in-the-money pressure unless stock appreciates; 2024 EIP payout at 117% and 2023 at 100% indicate management met financial targets—watch FCF trends given PSU banking by year and TSR overlay through 2025 .
- Governance: Clawback, no hedging/pledging, and ownership requirements mitigate red flags; perquisites moderate in 2023 with expatriate tax assistance and UK car allowance tied to international assignment .