Wendi Sturgis
SabreAbout Wendi Sturgis
Wendi Sturgis, age 58, is an independent director of Sabre Corporation, serving since 2021. She is currently CEO of cleverbridge GmbH and brings over two decades of senior technology, marketing, and customer success leadership, including roles at Yext and Yahoo!. Her board profile emphasizes B2B technology, marketing/sales, international experience, ESG, and risk/strategy; she serves on Sabre’s Compensation Committee and Nominating & Governance Committee and has been determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| cleverbridge GmbH | Chief Executive Officer | 2021 – Present | CEO of global tech commerce platform; launched partner and automation initiatives |
| Lyte | President | 2021 | Ticketing sales platform leadership |
| Yext, Inc. | Chief Client Officer; SVP Sales & Services; Strategic Advisor; CEO Europe | 2011 – 2022 | Built enterprise customer success; >90% retention; scaled commercial org |
| Yahoo! | VP, North America Account Management; VP, Partner Management Group | 2007 – 2011 | Led 900-person org producing $1.4B revenue |
| Oracle | Regional Vice President | 2005 – 2006 | Enterprise sales leadership |
| Price Waterhouse | Senior Manager, Media & Entertainment | 1990 – 1998 | Advisory and sector expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Container Store Group, Inc. | Director | 2019 – 2025 | Public company board experience |
| TPG Pace Solutions Corporation / Pace II (SPAC) | Director; Audit Committee member (SPAC) | 2020 – 2021 | Oversaw de-SPACs taking Nerdy public at $1.7B and Vacasa at $4.4B initial valuation |
| Kustomer | Director | Through 2022 | Oversaw $1B sale to Meta Platforms |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Governance Committee; not a chair. Independence: confirmed independent under Nasdaq rules .
- Attendance and engagement: Board met 6 times in 2024; all incumbent directors attended >75% of Board and committee meetings; all directors attended 2024 Annual Meeting .
- Committee activity levels (2024): Audit met 8x; Compensation met 5x; Nominating & Governance met 5x; Technology met 4x; Executive Committee did not meet .
- Years of service on Sabre Board: Since 2021 (annual elections; majority vote in uncontested elections) .
Fixed Compensation
- Program structure (2024): Annual cash retainer $90,000; committee member retainers: Compensation +$10,000, Nominating & Governance +$10,000; chair fees higher (e.g., Comp Chair +$20,000); annual RSU grant $160,000 (time-based; vests in full on first anniversary) .
- 2025 changes approved: Annual director RSU grant value increased to $200,000; Technology Committee chair cash retainer increased to $20,000 from $15,000 (effective Feb 5, 2025) .
| Item | 2024 | 2025 (Approved) |
|---|---|---|
| Annual cash retainer (non-chair) | $90,000 | $90,000 |
| Comp Committee member retainer | $10,000 | $10,000 |
| N&G Committee member retainer | $10,000 | $10,000 |
| Technology Committee chair retainer | $15,000 | $20,000 |
| Annual RSU grant (directors) | $160,000 | $200,000 |
| 2024 Director Compensation – Wendi Sturgis | Amount ($) |
|---|---|
| Fees earned or paid in cash | $110,000 |
| Stock awards (grant-date fair value) | $160,000 |
| Total | $270,000 |
Notes:
- Directors reimbursed for travel and up to $5,000 annually for director education; no other perquisites or retirement benefits .
Performance Compensation
- Structure: Non-employee director equity is time-based RSUs; no performance metrics disclosed for director equity awards .
| Equity Award Detail (Wendi Sturgis) | 2024 |
|---|---|
| RSUs granted (grant date) | 57,971 RSUs (04/24/2024) |
| Vesting schedule | Vests in full on first anniversary of grant |
| RSUs held at 12/31/2024 | 61,203 RSUs (deferral election noted) |
| Deferral mechanics | Directors may defer RSU settlement until end of service; distribution upon separation or earlier change in control |
Other Directorships & Interlocks
| Company | Current/Prior | Role/Notes |
|---|---|---|
| The Container Store Group, Inc. | Prior | Director (2019–2025) |
| TPG Pace Solutions / Pace II (SPAC) | Prior | Director; audit committee service; oversaw de-SPAC transactions (Nerdy, Vacasa) |
| Kustomer | Prior | Director; sale to Meta ($1B) |
- Compensation Committee interlocks: Company discloses no interlocks/insider participation involving its executive officers (no cross-board compensation committee ties) .
Expertise & Qualifications
- Skills highlighted: International; B2B services; ESG; Marketing/Sales; Technology; Risk & Strategy .
- Board attributes matrix confirms marketing/sales and technology strengths; ESG exposure .
Equity Ownership
| Ownership Detail (as of 12/31/2024) | Value |
|---|---|
| Beneficial ownership – Wendi Sturgis | 143,652 shares (<1%) |
| Included deferred shares under Director Deferral Plan | 43,597 shares (included in beneficial ownership) |
| RSUs outstanding (unvested) | 61,203 units at 12/31/2024 (not counted as owned unless vested/settled per policy) |
| Director stock ownership guideline | 5x annual retainer; 5-year compliance window; must retain 50% of net shares until met |
| Compliance status (as of 6/1/2024) | Directors have met or are on track to meet guidelines by required date |
| Hedging/pledging policy | Hedging prohibited; pledging generally prohibited for directors |
Insider Trading and Filings
| Item | 2024 Status |
|---|---|
| Section 16(a) filing compliance (directors/officers) | Company believes all filings were made timely for 2024 |
Governance Assessment
- Strengths
- Independent director with deep enterprise SaaS, customer success, and marketing expertise aligned to Sabre’s go-to-market, retention, and product adoption priorities .
- Active committee roles (Compensation; Nominating & Governance) with robust committee activity (5 meetings each in 2024); Board attendance above threshold; annual meeting attendance confirmed .
- Strong ownership alignment: annual time-based RSUs; ability to defer shares; director ownership guideline at 5x retainer with retention requirement; compliance met/on track; hedging and pledging restricted .
- No perquisites/retirement benefits for directors; compensation program benchmarked; transparent 2025 adjustments .
- Potential watch items
- Director equity is time-based (no explicit performance metrics), though common for directors; investors may prefer at-risk structures tied to outcomes for executives rather than directors .
- Related-party transactions: Policy robust and Audit Committee-led; the proxy’s section does not identify any transactions involving Ms. Sturgis specifically (section describes policy, not transactions) .
- Clawback policy aligns with Nasdaq/SEC rules but applies to Section 16 officers; directors’ RSUs are not described as subject to clawback in the proxy .
Appendix: Committee Membership Summary (Current)
| Committee | Membership/Chair |
|---|---|
| Compensation Committee | Member (Wendi Sturgis); Chair: John Scott |
| Nominating & Governance Committee | Member (Wendi Sturgis); Chair: Gail Mandel |
Notes:
- Board composition and independence: Board of 10; Sturgis designated independent .
- Board declassified and majority voting standard in uncontested elections adopted .