DEF 14A of Wheels Up Experience Inc.
Filed Apr 24, 2024 · FY20230001140361-24-021742
TO BE HELD ON JUNE 6, 2024
| (4) To approve an amendment (the “LTIP Amendment”) to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (the “Amended and Restated 2021 LTIP”), to increase the aggregate number of shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), available for awards made under the Amended and Restated 2021 LTIP and extend the termination date of such plan to April 15, 2034 (“Proposal No. 4”); |
TO BE HELD ON JUNE 6, 2024
| (4) FOR the approval of the LTIP Amendment to increase the aggregate number of shares of Common Stock available for awards made under the Amended and Restated 2021 LTIP and extend the termination date of such plan to April 15, 2034, as described in Proposal No. 4 of the Proxy Statement; |
TO BE HELD ON JUNE 6, 2024
| | Page | | Information about Wheels Up | 2 | | Information about the Proxy Process and Voting | 4 | | Proposal No. 1 – Election of Directors | 10 | | Composition of the Board | 11 | | Nominees for Election | 11 | | Directors Continuing in Office Until 2025 | 12 | | Directors Continuing in Office Until 2026 | 13 | | Proposal No. 2 – Advisory vote on named executive officer compensation | 15 | | Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm | 16 | | Principal Accountant Fees and Services | 16 | | Pre-Approval Policies and Procedures | 16 | | Proposal No. 4 – AMENDMENT TO AmendED and RestateD 2021 LTIP | 17 | | Summary of Amended and Restated 2021 LTIP & LTIP Amendment | 19 | | New Plan Benefits | 23 | | Proposal No. 5 – CEO Performance Award | 24 | | Summary of the CEO Performance Award | 26 | | New Plan Benefits | 31 | | Proposal No. 6 – CFO Performance Award | 32 | | Summary of the CFO Performance Award | 34 | | New Plan Benefits | 39 | | Corporate Governance | 40 | | Certain Relationships and Related Person Transactions | 47 | | Director Compensation | 54 | | Director Compensation Program | 54 | | Director Compensation Table | 55 | | Information Regarding Executive Officers | 57 | | Executive Compensation | 59 | | Executive Compensation Tables | 60 | | Summary Compensation Table | 60 | | Outstanding Equity Awards at Fiscal Year-End | 73 | | Pension Benefits and Nonqualified Deferred Compensation | 75 | | Potential Payments Upon Termination or Change of Control | 75 | | Equity Compensation Plan Information | 78 | | Pay Versus Performance | 79 | | Security Ownership of Certain Beneficial Owners and Management | 83 | | Additional Information | 85 | | Householding of Proxy Materials | 85 | | Submission of Stockholder Proposals and Director Nominations | 85 | | Other Matters | 85 | | Appendix A: Proposed Text of AMENDMENT NO. 1 TO THE Amended and Restated Wheels Up Experience Inc. 2021 Long-Term Incentive Plan | A-1 | | Appendix B: Text of the CEO Performance Award | B-1 | | Appendix C: Text of the CFO Performance Award | C-1 |
What am I voting on?
| • | Proposal No. 4—To approve an amendment (the “LTIP Amendment”) to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (the “Amended and Restated 2021 LTIP”), to increase the aggregate number of shares of Common Stock available for awards made under the Amended and Restated 2021 LTIP and extend the termination date of such plan to April 15, 2034 (“Proposal No. 4”); |
Which ballot measures are considered “routine” or “non-routine”?
Which ballot measures are considered “routine” or “non-routine”? The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal No. 3) is considered “routine” under applicable rules. A Broker may generally vote on routine matters, and therefore, no broker non-votes are expected to exist in connection with Proposal No. 3. The election of four Class III directors (Proposal No. 1), the Say-on-Pay Vote (Proposal No. 2), the vote to approve the LTIP Amendment to increase the aggregate number of shares of Common Stock available for awards made under the Amended and Restated 2021 LTIP and extend the termination date of such plan to April 15, 2034 (Proposal No. 4), the vote to approve the CEO Performance Award and authorization of the Company to issue up to 73,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under the CEO Performance Award, if at all (Proposal No. 5), and the vote to approve the CFO Performance Award and authorization of the Company to issue up to 20,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under the CFO Performance Award, if at all (Proposal No. 6), are each considered “non-routine” under applicable rules. A Broker cannot vote without instructions on non-routine matters, and therefore, there may be broker non-votes on Proposal Nos. 1, 2, 4, 5 and 6.
How many votes are needed to approve the Proposals?
| Proposal | Board’s Recommendation | Vote Required to Approve | Effect of Abstentions or Failing to Vote | Effect of Broker Non-Votes | | Proposal No. 1—To elect the nominees as Class III directors named herein to serve for a three-year term of office expiring at the 2027 annual meeting of stockholders or until the election and qualification of their respective successors. | FOR each nominee | Plurality of votes cast by stockholders present or represented by proxy and entitled to vote thereon | None | None | | Proposal No. 2—The Say-on-Pay Vote. | FOR | Majority of votes cast by stockholders present or represented by proxy and entitled to vote thereon(1) | None | None | | Proposal No. 3—To ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024. | FOR | Majority of votes cast by stockholders present or represented by proxy and entitled to vote thereon | None | Not applicable; proposal is a routine matter on which brokers may vote | | Proposal No. 4—To approve the LTIP Amendment to increase the aggregate number of shares of Common Stock available for awards made under the Amended and Restated 2021 LTIP and extend the termination date of such plan to April 15, 2034. | FOR | Majority of votes cast by stockholders present or represented by proxy and entitled to vote thereon | None | None | | Proposal No. 5—To approve the CEO Performance Award and authorization of the Company to issue up to 73,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under the CEO Performance Award, if at all. | FOR | Majority of votes cast by stockholders present or represented by proxy and entitled to vote thereon | None | None | | Proposal No. 6—To approve the CFO Performance Award and authorization of the Company to issue up to 20,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under the CFO Performance Award, if at all. | FOR | Majority of votes cast by stockholders present or represented by proxy and entitled to vote thereon | None | None |
What if I return a proxy card or vote by proxy over the internet, but do not make specific choices?
| • | Proposal No. 4 — “FOR” approval of the LTIP Amendment to increase the aggregate number of shares of Common Stock available for awards made under the Amended and Restated 2021 LTIP and extend the termination date of such plan to April 15, 2034; |
How can I find out the results of the voting at the Annual Meeting?
Set forth below is biographical information for each of the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders Alain Bellemare. Mr. Bellemare has served as a member of the Board since September 2023. Mr. Bellemare has served as President – International of Delta since January 2021, leading its portfolio of international investments and working closely with Delta’s partners. Prior to joining Delta, Mr. Bellemare served as President and Chief Executive Officer of Bombardier Inc. (“Bombardier”), a global aerospace and rail transportation company, from 2015 to 2020. During his time at Bombardier, he led the company through an extensive transformation that included the certification of the C Series, now known as the Airbus A220, and the Global 7500 business jet. Before joining Bombardier, Mr. Bellemare spent 18 years with United Technologies Corporation, most recently serving as President and Chief Executive Officer of UTC Propulsion & Aerospace Systems from 2011 to 2015, and also previously served as a senior advisor with the Carlyle Group regarding the aerospace, defense and government sectors. Mr. Bellemare has served on the Board of Air France-KLM SA (PAR: AF) and on the Board of Virgin Atlantic Ltd, a privately held company, since 2021. Mr. Bellemare earned his bachelor’s degree in mechanical engineering from the University of Sherbrooke and an MBA from McGill University. Adam Cantor. Mr. Cantor has served as a member of the Board since September 2023. Mr. Cantor currently serves as a Partner and Senior Credit Analyst at Knighthead Capital Management, LLC (“Knighthead”), a role he has held since 2017. Mr. Cantor focuses on investments in various industries, including aviation and travel and leisure. Prior to joining Knighthead, he was an Investment Analyst for Davidson Kempner Capital Management from 2007 to 2016, and an Analyst for Lazard Freres focusing on real estate mergers and acquisitions from 2006 to 2007. He currently serves on the Board of Directors of two privately held companies: Million Air Holdings LLC since 2022 and Bowhunter Holdings LLC since 2023. Mr. Cantor earned his bachelor’s degree in neuroscience from Brown University. Zachary Lazar. Mr. Lazar has served as a member of the Board since September 2023. Mr. Lazar currently serves as a Managing Director at Certares Management LLC (“Certares”), having joined the company in April 2016. He previously worked at TMG Partners LP as an analyst from June 2014 to April 2016. Prior to TMG Partners LP, Mr. Lazar worked at Credit Suisse as an investment banking analyst from July 2013 to June 2014, where he focused on mergers and acquisitions, and debt and equity financings in the technology, media, entertainment, and telecommunications sectors. Mr. Lazar earned his bachelor’s degree in history from the University of Pennsylvania. Lee Moak. Mr. Moak has served as a member of the Board since September 2023. Mr. Moak currently serves as Chief Executive Officer of Intrepid LLC, a business consulting firm he co-founded in January 2015. Previously, Mr. Moak was a Boeing 767 Captain at Delta, for whom he served as a pilot from 1988 until 2014, and was President and Chief Operating Officer of the Air Line Pilots Association from 2010 until 2014. He began his career by attending the United States Marine Corps Officer Candidate School in 1977, and later became a Marine Corps and Navy fighter pilot, retiring from military service in 2001 after holding the ranks of Captain in the United States Marine Corps and Commander in the United States Navy. He served as a member of the United States Postal Service (“USPS”) Board of Governors from June 2020 to December 2023, where he chaired the USPS Board of Governors’ Compensation and Governance Committee and serves on the Audit and Finance Committee. Mr. Moak has also served on the Board of Directors of Grupo Aeroméxico S.A.B. de C.V. since March 2022 and the Board of Directors of Reliable Robotics Corporation since April 2023. He also served on the AFL-CIO Executive Council and Financial Oversight Committee for the AFL-CIO Transportation Trades Department, had a seat on the U.S. Federal Aviation Administration (“FAA”) NextGen Advisory Committee, and was a member of the FAA Management Advisory Council on management, policy, spending and regulatory matters. Mr. Moak earned his bachelor’s degree from the University of West Florida. Class I Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Dwight James. Mr. James has served as a member of the Board since February 2022. Mr. James has served as Senior Vice President—Customer Engagement & Loyalty for Delta, and Chief Executive Officer of Delta Vacations, where he is responsible for the airline’s SkyMiles® loyalty program, Delta Sky Clubs and industry-leading partnerships, since November 2020. As Chief Executive Officer of Delta Vacations, Mr. James leads the Delta subsidiary that specializes in curated vacation packages and experiences. Since November 2009, he has held several senior executive roles at Delta, which include SVP—Pricing and Revenue Management, where he oversaw the development, planning and execution of revenue generation strategies, product strategy, and commercial delivery for Delta, as well as commercial systems development and corporate revenue forecasting. Mr. James also served as Delta’s SVP—International Pricing and Revenue Management, in which he was responsible for the company’s international revenue and profit performance. Mr. James also served as Delta’s Chief Economist and Revenue Forecaster after beginning his career at Delta as an executive in the Corporate Strategy group. Prior to joining Delta, Mr. James was a Managing Partner with James-Lewis, a management consulting and principal investment firm, and spent several years with The Home Depot, Inc. (“Home Depot”) in various roles, including Corporate Strategy, Finance-Mergers & Acquisitions and as a senior commercial executive within a Home Depot national subsidiary. Mr. James serves on the Advisory Board Council of Cool Girls, Inc., and previously served on the Board of Directors of Boys & Girls Club of Metro Atlanta. Mr. James also serves on the Board of Directors of Floor & Décor Holdings, Inc. (NYSE: FND), a leading multi-channel specialty retailer of hard surface flooring and related accessories. Mr. James earned his Bachelor of Arts degree in Business Administration from Morehouse College and MBA from Duke University–The Fuqua School of Business. Daniel Janki. Mr. Janki has served as a member of the Board since August 2023. Mr. Janki currently serves as Executive Vice President and Chief Financial Officer of Delta, a position he has held since July 2021. Prior to joining Delta, he held a number of high-profile positions at General Electric Company (“GE”), including as Senior Vice President of GE and Chief Executive Officer of GE Power Portfolio from October 2020 to July 2021, Senior Vice President, Business and Portfolio Transformation of GE from 2018 to 2020, Senior Vice President, Treasurer and Global Business Operations of GE from 2014 to 2017, and Senior Vice President, CEO of GE Energy Management from 2012 to 2013. Prior to that time, he held a wide variety of senior roles at GE Energy, GE Capital, GE Global Operations and GE Corporate. Mr. Janki graduated from The Ohio State University with degrees in Finance and Accounting.
How can I find out the results of the voting at the Annual Meeting?
Thomas Klein. Mr. Klein has served as a member of the Board since March 2024. Mr. Klein currently serves as Senior Managing Director of Certares, a role which he has held since September 2018. Prior to joining Certares, Mr. Klein was Chief Executive Officer and President of Sabre Corporation (NASDAQ: SABR) (“Sabre”), the parent company of Travelocity.com, from August 2013 until June 2016, and previously held various executive positions at Sabre, including as President, Executive Vice President and both domestic and international Senior Vice President. Mr. Klein led the initial public offering of Sabre in 2014. Prior to joining Sabre, he held various management positions at American Airlines and Consolidated Freightways, and has spent 29 years as an operator in the travel sector. Mr. Klein was also appointed by the U.S. Secretary of Commerce to serve on the Board of Directors of Brand USA in 2010 and continued his service, including as Chairman, until 2017. He also served on President Barack Obama’s President’s Advisory Council on Doing Business in Africa. Mr. Klein has served on the Board of Directors of Global Blue Group Holding AG (NYSE: GB) since June 2022 and Avia Solutions Group AB, a privately held company, since December 2021. He previously served on the Boards of Directors of Cedar Fair, L.P. (NYSE: FUN) from January 2012 to April 2019, Playa Hotels & Resorts N.V. (NASDAQ: PLYA) from March 2017 to March 2020, and Nirvana Travel & Tourism L.L.C. from July 2019 to December 2021. Mr. Klein received his Bachelor of Science degree in Business Administration from Villanova University, where he serves on the Board of Trustees. Adam Zirkin. Mr. Zirkin has served as Chairperson of the Board since September 2023. Mr. Zirkin is a Partner and Senior Credit Analyst at Knighthead, where he has worked since 2012, and focuses largely on investments in the travel and transportation industries. Prior to joining Knighthead, he was Vice President and Director of Investments at Harbinger Capital Partners, LP (“Harbinger”), where he was responsible for investments in the energy, chemicals, transportation, and packaging sectors. Prior to joining Harbinger in 2007, he was Head of Research at Libertas Partners, a boutique broker-dealer focused on distressed and special situations debt and equity. Mr. Zirkin began his career at RBC Capital Markets in 2001, where he worked as an analyst and salesperson in the firm’s High Yield group, covering the transportation, telecommunications, and media sectors. Mr. Zirkin serves on the Board of The Dror for the Wounded Foundation. Mr. Zirkin earned his Bachelor of Arts degree in Biochemistry from Brandeis University, where he also studied philosophy. Class II Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders David Adelman. Mr. Adelman has served as a member of the Board since October 2013. Mr. Adelman is a Philadelphia-based entrepreneur and active private investor. He is the co-founder and has served as the Vice Chairman of FS Investments, a leading manager of alternative investment funds with $75 billion of assets under management since December 2007. Mr. Adelman has also served as the Chief Executive Officer of Campus Apartments, a Philadelphia-founded firm that he built into a national leader in student housing development and management, with more than $2 billion in assets under management across 18 states, since 1997. Mr. Adelman has also led Darco Capital as its founder since March 2007, which has made over 60 investments in the venture capital and private equity spaces across multiple disciplines like fintech, sports and media, life sciences, and consumer-facing brands. In addition, Mr. Adelman is also Chairman of 76 Devcorp, responsible for conceptualizing and building a $1.3 billion privately funded urban arena in the heart of Philadelphia. Mr. Adelman is a partner in Harris Blitzer Sports and Entertainment, which owns the Philadelphia 76ers, the New Jersey Devils and the Prudential Center. He was an immediate past board co-chair of the Jewish Federation of Greater Philadelphia, starting in September 2020 through the end of 2023, and currently remains on the board of directors. He is the Vice Chair of University City District Board of Directors since September 1998, while also serving on the Penn Medicine Board of Trustees since September 2018. As a former chairman of Philadelphia Holocaust Remembrance Foundation, Adelman spearheaded the development of The Horwitz-Wasserman Holocaust Memorial Plaza on the Ben Franklin Parkway. Additionally, Mr. Adelman has served as a member of the Board of Directors of FS Credit Real Estate Income Trust, Inc. since February 2019. He has previously served as a member of the board of directors of FS / KKR Capital Corp. from October 2007 to April 2018, FS / KKR Capital Corp. II from July 2011 to April 2018, FS Global Credit Opportunities Fund from January 2013 to 2018, and FS Energy & Power Fund from September 2010 to March 2018. Mr. Adelman is a past recipient of the “Entrepreneur of the Year” award from Ernst & Young in the real estate category for Greater Philadelphia and is a member of the Real Estate Roundtable and Young Presidents’ Organization. He received his Bachelor of Arts degree in Political Science from The Ohio State University. Timothy Armstrong. Mr. Armstrong has served as a member of the Board since April 2019. Mr. Armstrong is Founder and Chief Executive Officer of the dtx company, a direct-to-consumer enablement company and creator of Flowcode and Flowpage, which he established in February 2019. From March 2009 to September 2018, Mr. Armstrong served as the Chair and Chief Executive Officer of AOL, as well as the Chief Executive Officer of Oath (Verizon’s media brand portfolio, which included Yahoo! and AOL) after Verizon’s acquisition of AOL in May 2015. From 2000 to 2009, he served as President, Americas Operations and Senior Vice President of Google Inc. Before joining Google, Mr. Armstrong served as Vice President of Sales and Strategic Partnerships for Snowball.com and as Director of Integrated Sales and Marketing at Starwave’s and Disney’s ABC/ESPN Internet Ventures. Mr. Armstrong also has served on the board of directors of BrandFolder, Inc., a digital asset management and brand management software company, since March 2019, and previously served as a director of Booking Holdings Inc. (NASDAQ: BKNG) from January 2013 to June 2023. Mr. Armstrong is the Chair of Trustees at Greenwich Academy and also serves as a trustee of the USA Olympic and Para-Olympic Foundation. Mr. Armstrong holds Bachelor’s degrees in Economics and Sociology from Connecticut College. Andrew Davis. Mr. Davis has served as a member of the Board since September 2023. Mr. Davis currently serves as Senior Vice President of Strategy and Investments for Cox Enterprises, Inc. (“CEI”), a role he has held since April 2022. He oversees the strategic planning, venture capital, and sustainability teams. Prior to joining CEI, Mr. Davis spent nearly 12 years with T. Rowe Price in the U.S. Equity Division from July 2010 to February 2022. His responsibilities included analysis and management of the firm’s public company investments in the North American transportation industry, including aviation. From 2019 until his departure, he was responsible for management of sourcing, due diligence, ongoing analysis, and external relationships for T. Rowe Price’s private growth equity investments. Prior to his career as an investor, he spent seven years at Deloitte & Touche LLP from June 2002 to September 2008, where he was a manager in the business valuation services group. Mr. Davis currently serves on the board of Old Dominion Freight Line, Inc. since 2023. Mr. Davis earned his Bachelor's degree in Business Administration, finance from Berry College and an MBA from The University of Chicago Booth School of Business.
How can I find out the results of the voting at the Annual Meeting?
| • | an extension of the termination date of the Amended and Restated 2021 LTIP to April 15, 2034 (i.e., 10 years from the effective date of the LTIP Amendment). |
How can I find out the results of the voting at the Annual Meeting?
| • | an extension of the termination date of the Amended and Restated 2021 LTIP to April 15, 2034 (i.e., 10 years from the effective date of the LTIP Amendment). |
How can I find out the results of the voting at the Annual Meeting?
| (2) Represents the maximum number of shares of Common Stock that may be issued upon vesting of the contingent PSU and RSU awards approved by the Compensation Committee in the first quarter of 2024. All such awards were made contingent on receipt of approval by the Company’s stockholders of the LTIP Amendment at the Annual Meeting. Excludes shares of Common Stock underlying contingent PSU and RSU awards granted in the first quarter of 2024 that were forfeited on or before the Record Date due to the separation of employment of certain employees. |
How can I find out the results of the voting at the Annual Meeting?
| (3) Mr. Dichter ceased to be an executive officer of the Company effective May 9, 2023. No grants of PSUs or RSUs were made to Mr. Dichter in the first quarter of 2024. |
How can I find out the results of the voting at the Annual Meeting?
| • | If our Chief Executive Officer’s employment is terminated by the Company without Cause (as defined in the Mattson Employment Agreement (as defined herein)) or he resigns with Good Reason (as defined in the Mattson Employment Agreement): (i) the Service Vested Percentage of the CEO Performance Award will be determined as-if he had remained employed though the next anniversary of September 20, 2023 after the date of termination, or if the next anniversary of September 20, 2023 is less than three months following the date of termination, the Service Vested Percentage will be determined as-if he had remained employed through the next two anniversaries of September 20, 2023; and (ii) the total number of shares of Common Stock to be distributed to our Chief Executive Officer will be determined as of each Determination Date through the Final Determination Date, without any condition of continuing employment or service. Any percentage of the CEO Performance Award in excess of the Service Vested Percentage after taking into account the prior sentences will be forfeited for no consideration. |
How can I find out the results of the voting at the Annual Meeting?
| • | If our Chief Executive Officer is terminated by the Company for Cause (as defined in the Mattson Employment Agreement), the CEO Performance Award, including any Service Vested Percentage thereof, will be forfeited for no consideration. |
How can I find out the results of the voting at the Annual Meeting?
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All other compensation ($)(3) | Total ($) | | Directors that Served on the Board as of December 31, 2023: | | | | | | David Adelman | 95,000 | — | 46,251 | 141,251 | | Timothy Armstrong | 50,000 | — | 37,776 | 87,776 | | Alain Bellemare(4)(5) | — | — | — | — | | Adam Cantor(4)(5) | — | — | — | — | | Andrew Davis(4)(5) | — | — | — | — | | Dwight James(4) | — | — | — | — | | Daniel Janki(4)(5) | — | — | — | — | | Zachary Lazar(4)(5) | — | — | — | — | | Lee Moak(5) | 15,000 | — | — | 15,000 | | Jeffrey Nedelman(4)(5)(6) | — | — | — | — | | Adam Zirkin(4)(5) | — | — | — | — | | Former Directors that Served on the Board During 2023: | | | | | | Chih Cheung(7) | 37,500 | — | 207,756 | 245,256 | | Marc Farrell(7) | 37,500 | — | — | 37,500 | | Admiral Michael Mullen(7) | 57,500 | — | 51,782 | 109,282 | | Brian Radecki(7) | 52,500 | — | 23,632 | 76,132 | | Erik Snell(7) | — | — | — | — | | Susan Schuman(7) | 37,500 | — | 35,915 | 73,415 | | Ravi Thakran(7)(8) | 319,989 | 180,800 | 171,375 | 672,164 |
How can I find out the results of the voting at the Annual Meeting?
| (2) Except as disclosed in footnote 8 below with respect to Mr. Thakran, the Company and the Board elected to forego grants of equity incentive awards during 2023 while the Company focused on achieving its business and financial objectives. In January 2024, the Board approved grants of RSUs to each of Mr. Adelman, Mr. Armstrong and Mr. Moak in connection with their service as directors during the 2023-2024 Board year, which will vest in full upon the earlier to occur of (i) January 22, 2025 or (ii) the Annual Meeting, in each case subject to such director’s continued service to the Company. |
The Role of Our Compensation Consultant
The Role of Our Compensation Consultant The Compensation Committee has the authority under its charter to retain compensation consultants and to approve such consultants’ compensation. The Compensation Committee has retained Willis Towers Watson US LLC (“WTW”) to act as its independent compensation consultant and to provide it with advice and support on compensation issues. The Compensation Committee reviewed and confirmed the independence of WTW as its independent compensation consultant. Neither WTW nor any of its affiliates provide any services to Wheels Up, except for services related solely to director, executive officer and employee compensation. Executive Compensation Tables Summary Compensation Table The following table provides information regarding the compensation earned by our named executive officers for services rendered in all capacities during the years ended December 31, 2023 and 2022.
The Role of Our Compensation Consultant
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($) | Non-equity incentive plan compensation ($)(2) | All other compensation ($)(3) | Total ($) | | George Mattson(4) Chief Executive Officer and Director | | | | | | | | | | | 2023 | 144,231 | — | 148,400,000(5) | — | 188,599 | 246,023 | 148,978,853(6) | | Todd Smith(7) Chief Financial Officer | | | | | | | | | | | 2023 | 657,116 | — | 2,884,410 | — | 700,000 | 173,230 | 4,414,756 | | | 2022 | 280,865 | — | 4,000,000 | — | 442,750 | 46,600 | 4,770,216 | | Mark Briffa(8) EVP, Charter & CEO of Air Partner | | | | | | | | | | | 2023 | 525,061 | — | 476,702 | — | 450,000 | 63,007 | 1,514,770 | | Laura Heltebran(9) Chief Legal Officer | | | | | | | | | | | 2023 | 491,442 | — | 579,690 | — | 350,000 | 88,929 | 1,510,062 | | | 2022 | 474,038 | — | 792,000 | — | 349,125 | 23,268 | 1,638,431 | | Kenny Dichter(10) Former Chief Executive Officer and Chairperson of the Board | | | | | | | | | | | 2023 | 328,846 | — | — | — | 425,600 | 4,858,158 | 5,612,604 | | | 2022 | 950,000 | — | 5,211,800 | — | 1,130,500 | 1,358,454 | 8,650,754 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
Required Tabular Disclosure of Compensation Actually Paid Versus Performance The following table provides information on CAP for each person who served as our principal executive officer (“PEO”) and (on average) our non-PEO named executive officers (“non-PEO NEOs”) for the fiscal years ended December 31, 2023, 2022 and 2021 alongside total stockholder return (“TSR”) and net income metrics. CAP listed in each column (c) for persons who served as our PEO and column (e) for our non-PEO NEOs below is not equivalent to actual cash compensation or the value of equity compensation awards that vested during the applicable year. CAP includes, among other items, unpaid amounts of equity incentive compensation that may be realizable in future periods, and as such, the dollar amounts reflected do not fully represent the actual final amount of compensation earned or actually paid during the applicable years.
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| Year | Summary Compensation Table Total for PEO (Kenny Dichter) ($)(1) | Summary Compensation Table Total for PEO (Todd Smith) ($)(2) | Summary Compensation Table Total for PEO (George Mattson) ($)(3) | Compensation Actually Paid to PEO (Kenny Dichter) ($)(4) | Compensation Actually Paid to PEO (Todd Smith) ($)(5) | Compensation Actually Paid to PEO (George Mattson) ($)(6) | Average Summary Compensation Table Total for non-PEO NEOs ($)(7) | Average Compensation Actually Paid to non-PEO NEOs ($)(8) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return ($)(9) | Net Income (Loss) ($ in millions)(10) | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | | 2023 | $5,612,604 | $4,414,756 | $148,978,853 | $2,305,627 | $1,851,971 | $223,078,853 | $1,512,416 | $789,098 | $3.55 | $(487.4) | | 2022 | $8,650,754 | $— | $— | $(11,605,222) | $— | $— | $3,008,812 | $398,569 | $10.67 | $(555.5) | | 2021 | $9,505,783 | $— | $— | $26,418,227 | $— | $— | $4,298,419 | $4,061,711 | $48.08 | $(197.2) |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (1) For 2023, 2022 and 2021, represents amounts for Mr. Dichter, who served as our PEO from July 13, 2021 to May 9, 2023, calculated as required for the purpose of the Summary Compensation Table. Amounts for 2021 reflect Mr. Dichter’s full compensation for such period. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (2) For 2023, represents amounts for Mr. Smith, who served as our interim PEO from May 9, 2023 to October 2, 2023, calculated as required for the purpose of the Summary Compensation Table. No amounts are shown for 2022 and 2021, because Mr. Smith did not serve as PEO at any point during such periods. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (3) For 2023, represents amounts for Mr. Mattson, who has served as our PEO since October 2, 2023, calculated as required for the purpose of the Summary Compensation Table. No amounts are shown for 2022 and 2021, because Mr. Mattson did not serve as PEO at any point during such periods. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (4) CAP, as calculated in accordance with SEC rules, does not fully represent the actual final amount of compensation earned or actually paid during the applicable years. The aggregate value of cash compensation and perquisites and other benefits paid to Mr. Dichter for 2023 was $5,612,604. The adjustments made to total compensation for each year to determine CAP for Mr. Dichter, which include, among other things, unpaid amounts of equity incentive compensation that were realizable in future periods, are shown in the tables below and were calculated pursuant to applicable SEC rules. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| Year | Summary Compensation Table Total ($) | | Grant Date Fair Value of Awards Granted During Year ($)(a) | | Fair Value of CAP Calculated Using SEC Methodology ($)(b) | | CAP Total ($) | | 2023 | $5,612,604 | — | $— | + | $(3,306,977) | = | $2,305,627 | | 2022 | $8,650,754 | — | $3,595,000 | + | $(16,660,976) | = | $(11,605,222) | | 2021 | $9,505,783 | — | $— | + | $16,912,444 | = | $26,418,227 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (a) Represents the total of the amounts reported in the “Stock awards” and “Option awards” columns of the Summary Compensation Table for the applicable year for Mr. Dichter. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (b) The fair value of equity component of the CAP calculation was determined in accordance with SEC rules. Unlike the Summary Compensation Table, which requires us to provide the grant date fair value of equity awards granted to Mr. Dichter during the applicable year, the CAP table above requires us to calculate equity fair value for Mr. Dichter as set forth in the applicable SEC rules and summarized in the table below: |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| Year | Year-End Fair Value of Current Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Year-End for Prior Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Vesting Date for Prior Year Awards that Vested During the Year ($)) | | Change in Actuarial Value of Pension Benefits During Year (Net of Service Costs) ($) | | Fair Value as of Vesting Date for Current Year Awards that Vested During the Year ($) | | Value as of Vesting Date for Dividend Equivalents that Vested During the Year ($) | | Fair Value as of Prior Year-End for Prior Year Awards Forfeited During the Current Year ($) | | Fair Value of Equity for CAP ($) | | 2023 | $— | + | $— | + | $(840,127) | + | $ — | + | $ — | + | $ — | — | $2,466,850 | = | $(3,306,977) | | 2022 | $2,039,400 | + | $(4,850,309) | + | $(13,850,067) | + | $— | + | $— | + | $— | — | $— | = | $(16,660,976) | | 2021 | $— | + | $15,116,756 | + | $1,795,688 | + | $ — | + | $— | + | $— | — | $— | = | $16,912,444 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (5) CAP, as calculated in accordance with SEC rules, does not fully represent the actual final amount of compensation earned or actually paid during 2023. The aggregate value of cash compensation and perquisites and other benefits paid to Mr. Smith for 2023 was $1,530,346. The adjustments made to total compensation for 2023 to determine CAP for Mr. Smith, which include, among other things, unpaid amounts of equity incentive compensation that may be realizable in future periods, are shown in the tables below and were calculated pursuant to applicable SEC rules. No amounts are shown for 2022 and 2021, because Mr. Smith did not serve as PEO at any point during such periods. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| Year | Summary Compensation Table Total ($) | | Grant Date Fair Value of Awards Granted During Year ($)(a) | | Fair Value of CAP Calculated Using SEC Methodology ($)(b) | | CAP Total ($) | | 2023 | $4,414,756 | — | $2,884,410 | + | $321,625 | = | $1,851,971 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (a) Represents the total of the amounts reported in the “Stock awards” and “Option awards” columns of the Summary Compensation Table for Mr. Smith. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (b) The fair value of equity component of the CAP calculation was determined in accordance with SEC rules. Unlike the Summary Compensation Table, which requires us to provide the grant date fair value of equity awards granted to Mr. Smith during the applicable year, the CAP table above requires us to calculate equity fair value for Mr. Smith as set forth in the applicable SEC rules and summarized in the table below. The “Year-End Fair Value of Current Year Awards Outstanding and Unvested as of Year-End” column excludes certain PSUs forfeited as of December 31, 2023 as a result of the non-achievement of certain Adjusted EBITDA and Relative TSR vesting conditions related to one-year performance for fiscal year 2023. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| Year | Year-End Fair Value of Current Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Year-End for Prior Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Vesting Date for Prior Year Awards that Vested During the Year ($) | | Change in Actuarial Value of Pension Benefits During Year (Net of Service Costs) ($) | | Fair Value as of Vesting Date for Current Year Awards that Vested During the Year ($) | | Value as of Vesting Date for Dividend Equivalents that Vested During the Year ($) | | Fair Value as of Prior Year-End for Prior Year Awards Forfeited During the Current Year ($) | | Fair Value of Equity for CAP ($) | | 2023 | $1,261,112 | + | $(469,743) | + | $(469,743) | + | $ — | + | $ — | + | $ — | — | $ — | = | $321,625 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (6) CAP, as calculated in accordance with SEC rules, does not fully represent the actual final amount of compensation earned or actually paid during the applicable year. The aggregate value of cash compensation and perquisites and other benefits paid to Mr. Mattson for 2023 was $578,853. The adjustments made to total compensation for 2023 to determine CAP for Mr. Mattson, which include, among other things, unpaid amounts of equity incentive compensation that require the satisfaction of both performance- and service-based vesting conditions under the CEO Performance Award, if at all, that may be realizable in future periods, are shown in the tables below and were calculated pursuant to applicable SEC rules. The Investor Multiple on Invested Capital will need to be greater than 6.5x for the CEO Performance Award, if realized upon the satisfaction of both performance- and service-based vesting conditions in connection with the Final Determination Date, to be fully settled at a level consistent with the estimated fair value required to be included in CAP in the “Fair Value of CAP Calculated Using SEC Methodology” column below. No amounts are shown for 2022 and 2021, because Mr. Mattson did not serve as PEO at any point during such periods. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| Year | Summary Compensation Table Total ($) | | Grant Date Fair Value of Awards Granted During Year ($)(a) | | Fair Value of CAP Calculated Using SEC Methodology ($)(b) | | CAP Total ($) | | 2023 | $148,978,853 | — | $148,400,000 | + | $222,500,000 | = | $223,078,853 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (a) Represents the total of the amounts reported in the “Stock awards” and “Option awards” columns of the Summary Compensation Table for Mr. Mattson. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (b) The fair value of equity component of the CAP calculation was determined in accordance with SEC rules. Unlike the Summary Compensation Table, which requires us to provide the grant date fair value of equity awards granted to Mr. Mattson during the applicable year, the CAP table above requires us to calculate equity fair value for Mr. Mattson as set forth in the applicable SEC rules and summarized in the table below. For the CEO Performance Award, if realized, to be fully settled in connection with the Final Determination Date at a level consistent with the |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
estimated fair value required to be included in CAP as calculated pursuant to applicable SEC rules in the “Year End Fair Value of Current Year Awards Outstanding and Unvested as of Year End” column below, the Investor Multiple on Invested Capital will need to be greater than 6.5x. The CEO Performance Award had a derived service period of 5.2 years at the time of grant.
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| Year | Year-End Fair Value of Current Year Awards Outstanding and Unvested as of Year-End ($) | | Change in Fair Value as of Year-End for Prior Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Vesting Date for Prior Year Awards that Vested During the Year ($) | | Change in Actuarial Value of Pension Benefits During Year (Net of Service Costs) ($) | | Fair Value as of Vesting Date for Current Year Awards that Vested During the Year ($) | | Value as of Vesting Date for Dividend Equivalents that Vested During the Year ($) | | Fair Value as of Prior Year-End for Prior Year Awards Forfeited During the Current Year ($) | | Fair Value of Equity for CAP ($) | | 2023 | $222,500,000 | + | $ — | + | $ — | + | $ — | + | $ — | + | $ — | — | $ — | = | $222,500,000 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (7) Represents amounts for our non-PEO NEOs calculated for the purpose of the Summary Compensation Table for the applicable periods. Our non-PEO NEOs, for the purpose of calculating averages in the table above, are the following individuals: (i) for 2023, Mark Briffa and Laura Heltebran; (ii) for 2022, Todd Smith, Stevens Sainte-Rose, Lee Applbaum, Laura Heltebran, Eric Jacobs, Eric Cabezas, Vinayak Hegde and Jason Horowitz; and (iii) for 2021, Eric Jacobs, Vinayak Hegde, Jason Horowitz and Lee Applbaum. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (8) CAP, as calculated in accordance with SEC rules, does not fully represent the actual final amount of compensation earned or actually paid during the applicable year. The aggregate value of average cash compensation and perquisites and other benefits paid to our non-PEO NEOs for 2023 was $984,220. The adjustments made to total compensation for each year to determine CAP for our non-PEO NEOs, which include, among other things, unpaid amounts of equity incentive compensation that may be realizable in future periods, are shown in the tables below and were calculated pursuant to applicable SEC rules. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| Year | Summary Compensation Table Total ($) | | Grant Date Fair Value of Awards Granted During Year ($)(a) | | Fair Value of CAP Calculated Using SEC Methodology ($)(b) | | CAP Total ($) | | 2023 | $1,512,416 | — | $528,196 | + | $(195,123) | = | $789,098 | | 2022 | $3,008,812 | — | $1,871,198 | + | $(739,045) | = | $398,569 | | 2021 | $4,298,419 | — | $3,344,897 | + | $3,108,190 | = | $4,061,711 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (a) Represents the average total of the amounts reported in the “Stock awards” and “Option awards” columns of the Summary Compensation Table for the applicable year for our non-PEO NEOs. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (b) The fair value of equity component of the CAP calculation was determined in accordance with SEC rules. Unlike the Summary Compensation Table, which requires us to provide the grant date fair value of equity awards granted to each of our non-PEO NEOs during the applicable year, the CAP table above requires us to calculate average equity fair value for our non-PEO NEOs as set forth in the applicable SEC rules and summarized in the table below. The “Year-End Fair Value of Current Year Awards Outstanding and Unvested as of Year-End” column excludes certain PSUs forfeited as of December 31, 2023 as a result of the non-achievement of certain Adjusted EBITDA and Relative TSR vesting conditions related to one-year performance for fiscal year 2023. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| Year | Year-End Fair Value of Current Year Awards Outstanding and Unvested as of Year-End ($) | | Change in Fair Value as of Year-End for Prior Year Awards Outstanding and Unvested as of Year- End ($) | | Change in Fair Value as of Vesting Date for Prior Year Awards that Vested During the Year ($) | | Change in Actuarial Value of Pension Benefits During Year (Net of Service Costs) ($) | | Fair Value as of Vesting Date for Current Year Awards that Vested During the Year ($) | | Value as of Vesting Date for Dividend Equivalents that Vested During the Year ($) | | Fair Value as of Prior Year-End for Prior Year Awards Forfeited During The Current Year ($) | | Fair Value of Equity for CAP ($) | | 2023 | $155,318 | + | $(192,700) | + | $(157,741) | + | $ — | + | $— | + | $ — | — | $— | = | $(195,123) | | 2022 | $341,132 | + | $(209,308) | + | $(747,408) | + | $— | + | $191,383 | + | $— | — | $314,844 | = | $(739,045) | | 2021 | $2,310,568 | + | $(819,551) | + | $1,168,291 | + | $— | + | $448,882 | + | $— | — | $— | = | $3,108,190 |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (9) Pursuant to SEC rules, the TSR amounts assume an initial investment of $100 on November 13, 2020, the date that Aspirational’s Class A ordinary shares were first quoted on the NYSE. |
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
| (10) Reflects Net income (loss) attributable to Wheels Up stockholders prepared in accordance with U.S. GAAP as shown in Wheels Up’s consolidated statements of operations for each of the periods reflected in the table as set forth in our Annual Reports on Form 10-K for the years ended December 31, 2023 and 2022, as applicable. |
Relationship Between Compensation Actually Paid and Financial Performance Measures
Relationship Between Compensation Actually Paid and Financial Performance Measures Certain one-time events during 2023 impacted CAP to persons who served as our PEO in 2023, including: (i) the departure on May 9, 2023 of our former PEO, Mr. Dichter, which upon separation resulted in a one-time cash severance payment (increase to CAP), the accelerated vesting of certain RSUs (increase to CAP) and the forfeiture of certain PSUs and RSUs (decrease to CAP); (ii) Mr. Smith’s service as interim PEO in addition to his duties as Chief Financial Officer from May 9, 2023 to October 2, 2023, for which he received additional cash and equity compensation for his expanded role (increase to CAP); and (iii) the grant of the CEO Performance Award to Mr. Mattson, our current PEO, on November 30, 2023 (increase to CAP), which is a one-time performance award that had a derived service period of 5.2 years at the time of grant and will vest, if at all, subject to the satisfaction of both performance- and service-based vesting conditions that were not met as of December 31, 2023. For the CEO Performance Award, if realized, to be fully settled in connection with the Final Determination Date at a level consistent with the estimated fair value required to be included in CAP, the Investor Multiple on Invested Capital will need to be greater than 6.5x. Our TSR was lower in 2023 compared to 2022 and 2021. Excluding the impact of the CEO Performance Award, CAP to persons who served as our PEO and average CAP to our non-PEO NEOs were relatively lower in 2023 compared to the average CAP to our PEO and non-PEO NEOs in 2022 and 2021, which encompassed the first full year that the Company’s Common Stock was publicly traded. Such lower CAP was due in part to overall lower prices per share of our Common Stock since 2022 that resulted in generally lower values for vested and unvested equity awards. We do not use TSR to make compensation decisions; however, we used Relative TSR to determine whether certain PSUs that were granted in the first quarter of 2023 vested. Such PSUs do not vest until the end of a three-year performance period, subject to continued service of the recipient. Certain PSUs that used Relative TSR for the one-year performance period for 2023 were forfeited effective as of December 31, 2023, which reduced CAP to Mr. Smith and average CAP to our non-PEO NEOs. Net income (loss) improved in 2023 compared to 2022, primarily as a result of the regionalization of our member programs, a focus on more profitable flying and the divestiture of the non-core aircraft management business on September 30, 2023. We did not use Net income (loss) as a metric when determining 2023 or 2022 compensation decisions our PEOs and non-PEO NEOs. Executive compensation information, and TSR and Net income (loss) figures for 2023, 2022 and 2021 reflect results for Wheels Up for the full fiscal years ended December 31, 2023, 2022 and 2021. TSR for 2021 reflects the combined TSR of Aspirational from January 1, 2021 through July 13, 2021, the closing date of the Business Combination, and of Wheels Up from July 14, 2021 through December 31, 2023. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information known to us regarding beneficial ownership of our Common Stock as of the Record Date by:
Relationship Between Compensation Actually Paid and Financial Performance Measures
| • | each person who is known to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock; |
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| • | each of Wheels Up’s current named executive officers and directors; and |
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| • | all executive officers and directors of Wheels Up as a group. |
Relationship Between Compensation Actually Paid and Financial Performance Measures
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. The beneficial ownership percentages set forth in the table below are based on 697,321,492 shares of our Common Stock issued and outstanding (excluding any treasury stock) as of the Record Date. The following table excludes 1,252,149 shares of our Common Stock issuable upon the exercise of Public Warrants and Private Warrants as of the Record Date. Unless otherwise indicated, Wheels Up believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.
Relationship Between Compensation Actually Paid and Financial Performance Measures
| Name of beneficial owner | Number of Shares of Common Stock(1) | Percentage of Outstanding Common Stock(2) | | 5% and Greater Stockholders: | | | | Delta Air Lines, Inc.(3) | 263,369,307 | 37.8% | | CK Wheels LLC(4) | 258,169,208 | 37.0% | | Cox Investment Holdings, Inc.(5) | 86,056,403 | 12.3% | | Whitebox Advisors LLC(6) | 43,028,201 | 6.2% | | Current Named Executive Officers and Directors:(7) | | | | George Mattson | — | — | | Todd Smith | 168,668 | * | | Mark Briffa | — | — | | Laura Heltebran(8) | 46,039 | * | | David Adelman(9) | 316,990 | * | | Timothy Armstrong(10) | 213,817 | * | | Alain Bellemare | — | — | | Adam Cantor | — | — | | Andrew Davis | — | — | | Dwight James | — | — | | Daniel Janki | — | — | | Thomas Klein | — | — | | Zachary Lazar | — | — | | Lee Moak(11) | 63,166 | * | | Adam Zirkin | — | — | | All directors and executive officers as a group (19 persons)(12) | 897,116 | * |
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| * Indicates less than 1% of the outstanding shares of our Common Stock. |
Relationship Between Compensation Actually Paid and Financial Performance Measures
| (1) Unless otherwise noted, the business address of each of entity or individual listed in the table above is c/o Wheels Up Experience Inc., 2135 American Way, Chamblee, Georgia 30341. The number of shares of Common Stock reflected in the table above for Delta, CK Wheels and Whitebox Advisors LLC (“Whitebox Advisors”) represent gross ownership of Common Stock and do not represent the number of shares of Common Stock that such parties are entitled to vote at the Annual Meeting after applying the Voting Limitations. See “Information About Wheels Up—Investor Rights Agreement” for more information. |
Relationship Between Compensation Actually Paid and Financial Performance Measures
| (2) The beneficial ownership of Wheels Up as of the Record Date, is based on the shares of our Common Stock outstanding as of such date plus, with respect to each beneficial owner, the number of shares of our Common Stock such person had the right to acquire within 60 days of the Record |
Relationship Between Compensation Actually Paid and Financial Performance Measures
Date. The percentages of outstanding Common Stock reflected in the table above for Delta, CK Wheels and Whitebox Advisors represent gross ownership of Common Stock and do not represent the percentage of shares of Common Stock that such parties are entitled to vote at the Annual Meeting after applying the Voting Limitations. See “Information About Wheels Up—Investor Rights Agreement” for more information.
Relationship Between Compensation Actually Paid and Financial Performance Measures
| (3) Based on Schedule 13D/A filed on November 17, 2023, in which Delta reported that, as of November 15, 2023, it had sole voting power and sole dispositive power over 263,369,307 shares of Common Stock, none of which were subject to shared voting or shared dispositive power. The address of Delta is Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30354. |
Relationship Between Compensation Actually Paid and Financial Performance Measures
| (4) Based on a Schedule 13D/A filed on November 17, 2023, in which CK Wheels reported that, as of November 15, 2023, it had shared voting power and shared dispositive power over 258,169,208 shares of Common Stock and sole voting power and sole dispositive power over zero shares of Common Stock. CK Wheels identified certain other parties as joint filers of such Schedule 13D/A that reported having the same shared and sole powers as CK Wheels, including: CK Opportunities GP, LLC; Certares Opportunities LLC; and Knighthead Opportunities Capital Management, LLC. The address of CK Wheels is c/o Knighthead Opportunities Capital Management, LLC, 280 Park Avenue, 22nd Floor, New York, New York 10017. |
Relationship Between Compensation Actually Paid and Financial Performance Measures
| (5) Based on Schedule 13D/A filed on November 20, 2023, in which CIH reported that, as of November 15, 2023, it had sole voting power and sole dispositive power over 86,056,403 shares of Common Stock, none of which were subject to shared voting or shared dispositive power. The address of CIH is Cox Investment Holdings, Inc., 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328. |
Relationship Between Compensation Actually Paid and Financial Performance Measures
| (6) Based on a Schedule 13G filed on November 27, 2023, in which Whitebox Advisors reported that, as of November 15, 2023, it had shared voting power and shared dispositive power over 43,028,201 shares of Common Stock and sole voting power and sole dispositive power over zero shares of Common Stock. Whitebox Advisors identified Whitebox General Partner LLC (“Whitebox General Partner”) as a joint filer of such Schedule 13G, which reported that, as of November 15, 2023, it had shared voting power over 9,549,396 shares of Common Stock, shared dispositive power over 43,028,021 shares of Common Stock, and sole voting power and sole dispositive power over zero shares of Common Stock. The address of both Whitebox Advisors and Whitebox General Partner is 3033 Excelsior Boulevard, Suite 500, Minneapolis, Minnesota 55416. |
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| (7) The table above excludes Mr. Dichter, who is a named executive officer for whom information is provided in the Summary Compensation Table, but ceased to be employed with the Company as of May 9, 2023. |
Relationship Between Compensation Actually Paid and Financial Performance Measures
| (8) For Ms. Heltebran, represents 46,039 shares of Common Stock underlying stock options under the WUP Option Plan, which may be exercised within 60 days of the Record Date for shares of Common Stock. |
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| (9) For Mr. Adelman, includes (i) 107,185 shares of Common Stock held by Darco Wheels Up LLC, an entity controlled by Mr. Adelman, (ii) 85,000 shares of Common Stock held by Darco Capital LP, an entity controlled by Mr. Adelman, (iii) 8,045 shares of Common Stock held directly by Mr. Adelman, (iv) 92,593 shares of Common Stock issuable upon the vesting and settlement of RSUs, which are scheduled to vest within 60 days of the Record Date, (v) 17,262 shares of Common Stock representing shares issuable upon the exchange of WUP profits interests, which will be exchangeable within 60 days of the Record Date for shares of Common Stock, and (vi) 6,905 shares of Common Stock underlying stock options under the WUP Option Plan, which may be exercised within 60 days of the Record Date for shares of Common Stock. The actual number of shares of Common Stock received upon exchange of such WUP profits interests will depend on the trading price per share of our Common Stock at the time of such exchange. |
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| (10) For Mr. Armstrong, includes (i) 100,771 shares of Common Stock held by Polar Capital Group, LLC, an entity controlled by Mr. Armstrong, (ii) 900 shares of Common Stock held by Armstrong Family Investment, LLC, an entity controlled by Mr. Armstrong, (iii) 8,045 shares of Common Stock held directly by Mr. Armstrong, (iv) 92,593 shares of Common Stock issuable upon the vesting and settlement of RSUs, which are scheduled to vest within 60 days of the Record Date, (v) 6,905 shares of Common Stock representing shares issuable upon the exchange of WUP profits interests, which will be exchangeable within 60 days of the Record Date for shares of Common Stock, and (vi) 4,603 shares of Common Stock underlying stock options under the WUP Option Plan, which may be exercised within 60 days of the Record Date for shares of Common Stock. The actual number of shares of Common Stock received upon exchange of such WUP profits interests will depend on the trading price per share of Common Stock at the time of such exchange. |
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| (11) For Mr. Moak, represents 63,166 shares of Common Stock issuable upon the vesting and settlement of RSUs, which are scheduled to vest within 60 days of the Record Date. |
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| (12) For purposes of computing the percentage of outstanding shares held by each person or group named above, any shares which that person or persons has or have the right to acquire within 60 days of the Record Date, is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. |
Relationship Between Compensation Actually Paid and Financial Performance Measures
ADDITIONAL INFORMATION Householding of Proxy Materials The SEC has adopted rules that permit companies and intermediaries (e.g., Brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” is generally more convenient for stockholders and produces cost savings for companies. We do not “household” for any of our stockholders of record. However, Brokers with account holders who are Wheels Up stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your Broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your Broker or the Company that you no longer wish to participate in “householding.” If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (i) notify your Broker or (ii) direct your written request addressed to the Secretary of the Company at our corporate office located at 601 West 26th Street, Suite 900, New York, New York 10001. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications should contact their Broker or the Company at (212) 257-5252. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of our Annual Report on Form 10-K, Proxy Statement, proxy card or Notice of Internet Availability of Proxy Materials to a stockholder at a shared address to which a single copy of the documents was delivered. Submission of Stockholder Proposals and Director Nominations To be considered for inclusion in the proxy materials for the 2025 annual meeting of stockholders, a stockholder proposal other than a director nomination must be submitted in writing to the Company no later than December 25, 2024. If the date of the 2025 annual meeting of stockholders is more than 30 days from June 6, 2025, the deadline will be a reasonable time before we begin to print and send our proxy materials for the 2025 annual meeting of stockholders. Pursuant to our By-Laws, in order for a stockholder to present a proposal for the 2025 annual meeting of stockholders (other than proposals to be included in proxy materials as described above), or to nominate a director nominee for election at our 2025 annual meeting of stockholders, a notice containing the required information regarding such proposal or director nominees must be submitted in writing to the Company between February 6, 2025 and March 8, 2025. If the date of the 2025 annual meeting of stockholders is more than 30 days before or more than 60 days after June 6, 2025, a stockholder must give notice not later than the 90th day prior to next year’s annual meeting date or, if later, the 10th day following the day on which public disclosure of next year’s annual meeting date is first made. Any proposal or notice required to be submitted in writing as described above should be sent to the Secretary of the Company at our corporate office located at 601 West 26th Street, Suite 900, New York, New York 10001. Our By-Laws, including Sections 2.7 and 3.4 thereof, which contain additional procedural and substantive requirements for advance notice of stockholder proposals and director nominations, respectively. Any notice of director nominations submitted to the Company must include the information required by Rule 14a-19(b) under the Exchange Act. Other Matters As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting for action by our stockholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in the discretion of the proxy holder. In connection with the Company’s Annual Meeting, the Company intends to file a proxy statement and a WHITE proxy card with the SEC in connection with its solicitation of proxies for that meeting. ADDITIONAL INFORMATION (continued) We filed our Annual Report on Form 10-K for the year ended December 31, 2023 with the SEC on March 7, 2024. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written request by a stockholder of Wheels Up, we will mail without charge a copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Secretary of the Company at our corporate office located at 601 West 26th Street, Suite 900, New York, New York 10001.
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| By Order of the Board of Directors | | | | George Mattson | | Chief Executive Officer & Director |
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April 24, 2024