SEC Form DEF 14A filed by Apollo Strategic Growth Capital

1.

to approve a stock option exchange program for certain eligible employees, including certain of our executive officers, to exchange certain outstanding stock options for new restricted stock units; and

2.

to transact such other business as may properly come before the Special Meeting and any adjournments or postponements of the Special Meeting.

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To vote using the accompanying proxy card, complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card before the Special Meeting, we will vote your shares as you direct. Proxies submitted by mail must be received before the start of the Special Meeting.

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To vote by Internet, please follow the instructions provided on your proxy card.

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To vote by telephone, please follow the instructions provided on your proxy card.

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To vote during the Special Meeting, you must do so by logging into www.virtualshareholdermeeting.com/GBTG2023SM using the 16-digit control number included in your proxy materials. If you cast your vote prior to the Special Meeting, there is no need to vote again at the Special Meeting. Any vote cast during the Special Meeting will revoke a previously submitted proxy. Even if you plan to attend the virtual Special Meeting, we encourage you to vote in advance so that your vote will be counted even if you later decide not to attend the Special Meeting.

(1)

Equal to the product of (A) 50% of the participant’s current FY22 target long-term incentive compensation level multiplied by (B) the number of full years between the first year in which the vesting commencement date for the participant’s first Legacy Option grant occurred through the full fiscal year preceding the year of the participant’s first long-term incentive award grant under the GBT JerseyCo Limited 2020 Executive Long-Term Cash Incentive Award Plan or the GBT JerseyCo Limited 2016 Long-Term Incentive Award Plan, as applicable, except for Mr. Qualantone, which amount will be $6,000,000, in each case, less the intrinsic value of any in-the-money Legacy Options (which based on $5.36, would result in zero in-the-money Legacy Options).

(2)

Equal to the grant date value of New RSUs, divided by $5.36, the closing price of our Class A Common Stock on December 9, 2022.

(1)

Equal to 50% of the participant’s current FY22 target long-term incentive compensation level less the intrinsic value of any in-the-money BCA Options (which based on $5.36, would result in zero in-the-money BCA Options); provided that, for Messrs. Abbott and Crawley, their respective current FY22 target long-term incentive compensation level is multiplied by 1.5 and 1.25, respectively, in order to provide a value approximately equal to 50% of the grant date fair value of their BCA Options.

(2)

Equal to the grant date value of New RSUs stated above, divided by $5.36, which was the closing price of our Class A Common Stock on December 9, 2022.

(3)

Mr. Qualantone held 1,113,909 BCA Options as of December 9, 2022, however, pursuant to his separation agreement with the Company, Mr. Qualantone is not eligible to participate in the BCA Option Exchange.

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Paul Abbott, our Chief Executive Officer;

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Andrew Crawley, our Chief Commercial Officer; and

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Michael Qualantone, our Chief Revenue Officer.

(1)

In 2021, as a result of the continued impact of COVID-19 on the travel industry as a whole, our named executive officers accepted a reduction in annual base salary, as described in more detail under the section “Narrative to the Summary Compensation Table — Annual Base Salary” below. The table reflects the actual base salaries paid to our named executive officers in fiscal year 2021 after the effect of these reductions.

(2)

The amounts in this column for 2021 reflect the vesting and payment of $1,000,000, $500,000 and $500,000 for each of Messrs. Abbott, Crawley and Qualantone in respect of the first tranche of the 2020 Executive LTIP awards granted in November 2020 with an initial vesting date of September 1, 2020 which in the aggregate vest as to 16.667% on each of the first three anniversaries of the initial vesting date, with the remaining 50% cliff vesting on the third anniversary of the initial vesting date. In addition, the amounts in this column for 2021 include special one-time cash awards to (i) Paul Abbott equal to $3,000,000 and (ii) Andrew Crawley equal to $750,000, paid in December 2021. These awards were intended to bridge the gap from Mr. Abbott joining GBT in October 2019 and Mr. Crawley joining GBT in April 2020 until the date of their first long-term incentive award granted by us in November 2020.

(3)

The amounts in this column reflect the grant date fair value of the Options granted to our named executive officers on December 2, 2021. These Options have an exercise price of $10.03 and are eligible to vest in equal installments on the first, second and third anniversaries of

(4)

The amounts in this column reflect the amounts earned in 2021 as annual cash incentive awards as described in more detail under the section “Narrative to the Summary Compensation Table Annual Incentive Compensation” below.

(5)

Amount includes (i) a UK supplemental pension cash allowance of $96,106, (ii) a Company-paid car allowance of $15,674, (iii) a Company contribution of $668 for an annual executive-level medical assessment, and (iv) a Company contribution of $2,553 for family private medical and dental benefits. In 2020, Mr. Abbott received similar types of perquisites in addition to a one-time payment equal to $1,050,000 intended to be in lieu of certain equity awards from Mr. Abbott’s former employer.

(6)

Amount includes (i) a UK supplemental pension cash allowance of $55,144 and (ii) a Company-paid car allowance of $15,674. In 2020, Mr. Crawley received similar types of perquisites in addition to a onetime payment equal to $601,115 intended to be in lieu of certain equity awards from Mr. Crawley’s former employer. The one-time payment was paid on May 31, 2020 in British pound sterling but converted for purposes of this disclosure at the exchange rate applicable on the payment date equal to $1.23 per £1.00 (rounded to the nearest cent).

(7)

Mr. Qualantone would not have been disclosed as a named executive officer if we had been a public company in 2021. Therefore, his compensation for 2020 has not been provided in this table because it was not required to have been previously disclosed.

(8)

Amount represents (i) a $25,000 cash payment and (ii) a Company contribution of $11,400 to the 401(k) plan.

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Options. Options give a participant the right to purchase a specified number of shares from GBTG for a specified time period at a fixed exercise price. Options granted under the 2022 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options; provided that, no ISOs will be granted until GBTG and its subsidiaries are eligible to grant ISOs. The price at which shares may be purchased upon exercise will be determined by the Compensation Committee, but will not be less than the fair market value of one share on the date of grant, or, in the case of an ISO granted to certain large stockholders, less than 110% of the fair market value of a share on the date of grant. The Compensation Committee may grant options that have a term of up to 10 years, or, in the case of an ISO granted to certain large stockholders, five years. The award agreement will specify the exercise price, term, vesting requirements, including any performance goals, and any other terms and conditions applicable to the granted option, including the methods of payment of the exercise price. Fair market value under the 2022 Plan is generally the closing price of GBTG’s shares on the date of determination.

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SARs. A grant of a stock appreciation right (“SAR”) entitles a participant to receive, upon exercise of the SAR, the excess of (i) the fair market value of one share on the date of exercise, over (ii) the grant price of the SAR as determined by the Compensation Committee, but which may never be less than the fair market value of one share on the grant date. The Compensation Committee will determine and specify in each award agreement the number of SARs granted, the grant price of the SAR (which will not be less than 100% of the fair market value of a share on the date of grant), the time or times at which a SAR may be exercised in whole or in part, the method by which shares will be delivered or deemed to be delivered to a participant, the term of the SAR (which will not be greater than 10 years) and any other terms and conditions of the SAR. Unless otherwise provided in an award agreement, all SARs will be settled in shares.

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Restricted Stock and Performance Stock. An award of restricted stock is a grant of a specified number of shares, which shares are subject to forfeiture upon the happening of certain events during a specified restriction period. Each award of restricted stock will specify the duration of the restriction period, the conditions under which the shares may be forfeited, and the amount, if any, the participant must pay to receive the shares. During the restriction period, the participant will have all of the rights of a stockholder with respect to the restricted stock, including to vote the shares of restricted stock and to receive dividends. However, dividends may, at the discretion of the Compensation Committee, be paid currently or subject to the same restrictions as the underlying stock (and the Compensation Committee may withhold cash dividends paid on restricted stock until the applicable restrictions have lapsed), provided that dividends paid on unvested restricted stock that is subject to performance goals will not be paid or released until the applicable performance goals have been achieved. Performance stock is restricted stock that becomes earned and/or vested based on the achievement of one or more performance goals.

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RSUs and PSUs. A RSU award is a grant of the right to receive a payment in shares or cash, or a combination thereof, equal to the fair market value of a share on the settlement date of the award. RSUs are solely a device for determining amounts to be paid to a participant, do not constitute shares and will not be treated as a trust fund of any kind. During the restriction period, the participant will have no rights as a stockholder with respect to any such shares underlying the RSU award. Notwithstanding the previous sentence, the Compensation Committee may provide in an award agreement that amounts equal to dividends declared during the restriction period on the shares covered by the award will be credited to the participant’s account and settled in shares at the same time as the RSUs to which such dividend equivalents relate. Awards of RSUs will be settled in shares, unless otherwise provided in an award agreement; provided that any fractional RSUs will be settled in cash. Provided that the restrictions, including any applicable performance goals, on such award have lapsed, the participant will receive shares covered by the award (or if such award is cash settled, cash) at the end of the restriction period (generally within 60 days thereafter). Performance stock units (“PSUs”) are RSUs that become earned and/or vested based on the achievement of one or more performance goals.

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Other Stock-Based Awards. The Compensation Committee may grant, subject to applicable law, any other type of award under the 2022 Plan that is payable in, or valued in whole or in part by reference to, shares, and that is deemed by the Compensation Committee to be consistent with the purposes of the 2022 Plan, including, without limitation, fully vested shares and dividend equivalents.

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Change in Control and Other Corporate Transactions. Unless otherwise provided in an award agreement, a change in control will not, in and of itself, accelerate the vesting, settlement, or exercisability of outstanding awards. Awards in a change in control may, without the consent of any participant, be assumed by the successor corporation or company (or one of its affiliates) or may be cancelled in exchange for a substitute award issued by the successor corporation or company (or one of its affiliates) determined by the Compensation Committee to preserve the rights of the participant in the cancelled award. Notwithstanding the foregoing and unless otherwise provided in an award agreement or an effective employment, consulting or similar agreement with us or a subsidiary, if (i) the successor corporation (or its direct or indirect parent) does not agree to assume an outstanding award or does not agree to substitute or replace such award with an award involving the ordinary equity securities of such successor corporation (or its direct or indirect parent) on terms and conditions necessary to preserve the rights of the applicable participant with respect to such award, (ii) GBTG’s or GBTG’s successor’s (or its direct or indirect parent’s) securities will not be publicly traded immediately following such change in control or (iii) the change in control is not approved by a majority of certain members of the Board of Directors immediately prior to such change in control, then the Compensation Committee, in its sole discretion, may take certain actions with respect to outstanding awards, such as accelerating vesting, settling awards, cashing out awards and taking such other actions as the Compensation Committee deems appropriate. If the Compensation Committee exercises its discretion to vest or settle outstanding awards, all applicable performance goals will be deemed satisfied based on actual performance as of the date of the change in control or, if determined by the Compensation Committee, prior to such change in control, at target level performance.

(1)

Consists of Options that vest one-third on December 2nd of each year from 2022 through 2024, subject to continued service through the applicable vesting date.

(2)

Consists of Options that vest 20% on October 1st of each year from 2020 through 2024, subject to continued service through the applicable vesting date.

(3)

Consists of Options that vest 20% on April 1st of each year from 2019 through 2023, subject to continued service through the applicable vesting date.

(4)

Consists of Options that vested 20% on July 1st of each year from 2015 through 2019, subject to continued service through the applicable vesting date.

(1)

These amounts represent fees paid to non-employee directors for board and committee meetings and reflect a 20% reduction in fees from January 1, 2021 through June 30, 2021 in order to align with the reductions in named executive officer annual base salaries due to the effects of COVID-19 on our performance and the travel industry as a whole. Prior to such reductions, non-employee directors were each eligible to receive a $200,000 annual cash retainer and an additional $500,000 annual cash retainer for the chairman of the GBT Board.

(2)

Mr. Bush’s fees were paid directly to Spyglass Unlimited, LLC, an entity partially owned by Mr. Bush.

(3)

Mr. Chereque received prorated fees for his service on the GBT Board in 2020 based on his appointment date of September 10, 2020, paid in June 2021 along with payment of fees for 2021 and which are reflected in this row.

(4)

Mr. Gordon, Mr. Joabar, Ms. McNeal, and Mr. Petrino did not receive any fees in 2021 for service on the GBT Board and committees thereof, however we paid $720,000 in the aggregate to American Express Travel Holdings Netherlands Coöperatief U.A. on behalf of each director’s service in 2021.

(5)

Mr. Hart’s fees were pro-rated for his appointment date of December 17, 2021 and paid to Expedia, Inc. in respect of his service.

(6)

Mr. O’Hara’s fees were paid directly to Clementine Investments LLC, an entity controlled by Mr. O’Hara.

(7)

Ms. Ward’s fees were pro-rated for her appointment date of September 21, 2021.

(8)

Ms. Wittlin did not receive any fees in 2021 for service on the GBT Board and its committees, however, in respect of her service we paid $180,000 to BlackRock Investment Management, LLC. Ms. Wittlin ceased serving on the GBT Board effective as of December 15, 2021.

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each of our directors;

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each of our named executive officers;

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all of our directors and executive officers as a group; and

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each person, or group of affiliated persons, who is known by us to beneficially owner of greater-than-5.0% of our common stock.

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Less than 1%

(1)

The business address of each director and executive officer of GBTG is c/o Global Business Travel Group, Inc., 666 3rd Avenue, 4th Floor, New York, NY 10017.

(2)

Based solely upon the Schedule 13D filed by Juweel Investors (SPC) Ltd (“Juweel”) with the SEC on June 6, 2022. Juweel is managed by its board of directors. The business address of Juweel is 350 Madison Avenue, 8th Floor, New York, NY 10017.

(3)

Based solely upon the Schedule 13D filed by American Express Company with the SEC on June 6, 2022. Consists of securities held of record by American Express Travel Holdings Netherlands Cooperatief U.A. (“Amex Coop”), an indirect, wholly-owned subsidiary of American Express Company. The principal business address of this entity is 200 Vesey Street, New York, NY 10285.

(4)

Based solely upon the Schedule 13D filed by Expedia Group, Inc. with the SEC on June 6, 2022. Consists of securities held of record by EG Corporate Travel Holdings LLC (“Expedia”), a direct, wholly-owned subsidiary of Expedia Group, Inc. The business address of such parties is 1111 Expedia Group Way W., Seattle, WA 98119.

(5)

Based solely upon the Schedule 13D/A filed by APSG Sponsor, L.P. with the SEC on October 12, 2022. Sponsor is managed by affiliates of Apollo. AP Caps II Holdings GP, LLC (“Holdings GP”) is the general partner of Sponsor. Apollo Principal Holdings III, L.P. (“Principal III”) is the sole member of Holdings GP. Apollo Principal Holdings III GP, Ltd. (“Principal III GP”) serves as the general partner of Principal III. Messrs. Marc Rowan, Scott Kleinman and James Zelter are the directors of Principal III GP and as such may be deemed to have voting and dispositive control of the securities held of record by Sponsor. The address of each of the Sponsor and Holdings GP is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Rd., George Town, Cayman Islands, KY1-9008. The address of each of Principal III and Principal III GP is c/o Intertrust Corporate Services, (Cayman) Limited, 190 Elgin Avenue, George Town, Cayman Islands, KY1-9008. The address of each of Messrs. Rowan, Kleinman and Zelter is 9 West 57th Street, 43rd Floor, New York, New York 10019.

(6)

Based solely upon the Schedule 13G filed by the Ares Entities (as defined below) with the SEC on June 8, 2022. Consists of 8,675,568 shares of Class A Common Stock. 4,337,784 shares of Class A Common Stock are held by ASOF Holdings I, L.P., 2,168,891 shares of Class A Common Stock are held by ASOF II A (DE) Holdings I, L.P. and 2,168,893 shares of Class A Common Stock are held by ASOF II Holdings I, L.P. (collectively, the “Ares Holders”). The manager of the Ares Holders is ASOF Investment Management LLC, and the sole member of ASOF Investment Management LLC is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. and the general partner of Ares Management Holdings L.P. is Ares Holdco LLC. The sole member of Ares Holdco LLC is Ares Management Corporation. Ares Management GP LLC is the sole holder of the Class B Common Stock of Ares Management Corporation (the “Ares Class B Common Stock”) and Ares Voting LLC is the sole holder of the Class C Class A Common Stock of Ares Management Corporation (the “Ares Class C Common Stock”). Pursuant to Ares Management Corporation’s Certificate of Incorporation in effect as of the date of this filing, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management Corporation if certain conditions are met. The sole member of both Ares Management GP LLC and Ares Voting LLC is Ares Partners Holdco LLC. We refer to all of the foregoing entities collectively as the “Ares Entities.” Ares Partners Holdco LLC is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal. Mr. Ressler generally has veto authority over decisions by the board of managers of Ares Partners Holdco LLC. Each of the members of the board of managers expressly disclaims beneficial ownership of the Class A Common Stock owned by ASOF Holdings I, L.P., ASOF II A (DE) Holdings I, L.P. and ASOF II Holdings I, L.P., respectively. Each of the Ares Entities (other than ASOF Holdings I, L.P., ASOF II A (DE) Holdings I, L.P. and ASOF II Holdings I, L.P., each with respect to the shares of Class A Common Stock owned by it) and the equity holders, partners, members and managers of the Ares Entities expressly disclaims beneficial ownership of these shares of Class A Common Stock. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.

(7)

Based solely on the Schedule 13G filed by HG Vora Capital Management, LLC with the SEC on July 8, 2022. HG Vora Capital Management, LLC is the investment adviser to and may be deemed to have voting and dispositive power of the securities held by HG Vora Special Opportunities Master Fund, Ltd. Parag Vora is the manager of HG Vora Capital Management, LLC. The mailing address for each of these entities and the individual discussed in this footnote is 330 Madison Avenue, 20th Floor, New York NY 10017.

(8)

Marlins Acquisition Corp. is an indirect, wholly owned subsidiary of Sabre Corporation. Sabre Corporation may be deemed to have voting and dispositive power of the securities held by Marlins Acquisition Corp. The business address of Sabre Corporation is 3150 Sabre Drive, Southlake, TX 76092.

(9)

Voting and dispositive decisions with respect to the shares are made by Zoom Video Communications, Inc.’s board of directors.

(10)

Shares consist of vested and unvested Options that are exercisable within 60 days from the date of this proxy statement (and without giving effect to the MIP Option Exchange Program).

(1)

During the year ended December 31, 2021, 41,400 vested MIP Options were exercised and net settled in cash for $1 million.