DEF 14A of Wheels Up Experience Inc., Apr 24, 2025

DEF 14A of Wheels Up Experience Inc.

Filed Apr 24, 2025 · FY20240001140361-25-015477

Open on EDGAR

  1. TO BE HELD ON JUNE 10, 2025

    | (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 (as previously amended by Amendment No. 1 thereto, 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 March 26, 2035 (“Proposal No. 4”); |

  2. TO BE HELD ON JUNE 10, 2025

    | (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 March 26, 2035, as described in Proposal No. 4 of the Proxy Statement; |

  3. TO BE HELD ON JUNE 10, 2025

    | | Page | | Information about Wheels Up | 2 | | Information about the Proxy Process and Voting | 3 | | Proposal No. 1 – Election of Directors | 10 | | Composition of the Board | 12 | | Nominees for Election | 12 | | Directors Continuing in Office Until 2026 | 13 | | Directors Continuing in Office Until 2027 | 14 | | Proposal No. 2 – Advisory vote TO APPROVE named executive officer compensation | 16 | | Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm | 17 | | Principal Accountant Fees and Services | 17 | | Pre-Approval Policies and Procedures | 17 | | Proposal No. 4 – AMENDMENT TO AmendED and RestateD 2021 LTIP | 18 | | Summary of Amended and Restated 2021 LTIP & LTIP Amendment | 19 | | New Plan Benefits | 22 | | Proposal No. 5 – CCO Performance Plan | 23 | | Summary of the CCO Performance Plan | 25 | | New Plan Benefits | 30 | | Proposal No. 6 – CFO Performance Plan | 31 | | Summary of the CFO Performance Plan | 33 | | New Plan Benefits | 38 | | Proposal No. 7 – reverse stock split and authorized share reduction | 39 | | Corporate Governance | 47 | | Certain Relationships and Related Person Transactions | 54 | | Director Compensation | 62 | | Director Compensation Program | 62 | | Director Compensation Table | 63 | | Information Regarding Executive Officers | 65 | | Executive Compensation | 67 | | Executive Compensation Tables | 68 | | Summary Compensation Table | 68 | | Outstanding Equity Awards at Fiscal Year-End | 80 | | Pension Benefits and Nonqualified Deferred Compensation | 82 | | Potential Payments Upon Termination or Change of Control | 82 | | Equity Compensation Plan Information | 85 | | Pay Versus Performance | 86 | | Security Ownership of Certain Beneficial Owners and Management | 90 | | Additional Information | 92 | | Householding of Proxy Materials | 92 | | Submission of Stockholder Proposals and Director Nominations | 92 | | Other Matters | 92 | | Appendix A: Proposed Text of AMENDMENT NO. 2 TO Wheels Up EXPERIENCE Inc. 2021 Long-Term Incentive Plan, as Amended and Restated April 1, 2023 | A-1 | | Appendix B: Text of the CCO Performance Plan | B-1 | | Appendix C: Text of the CFO Performance Plan | C-1 | | Appendix D: Proposed Text of the Form of CERTIFICATE OF Amendment to AMENDED AND RESTATED Certificate of Incorporation of Wheels Up Experience Inc. (Reverse Stock Split and Authorized Share Reduction) | D-1 |

  4. 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 (as previously amended by Amendment No. 1 thereto, 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 March 26, 2035 (“Proposal No. 4”); |

  5. 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 each of the four Class I director nominees named herein to serve for a three-year term of office expiring at the 2028 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, on a non-binding, advisory basis, the appointment of GT as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. | 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 March 26, 2035. | 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 CCO Performance Plan and authorization of the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, 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 Plan and authorization of the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. | FOR | Majority of votes cast by stockholders present or represented by proxy and entitled to vote thereon | None | None | | Proposal No. 7—The Reverse Stock Split Proposal. | 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 |

  6. 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 March 26, 2035; |

  7. Vote Required

    Vote Required Directors are elected by a plurality of the votes cast at the Annual Meeting. Shares of Common Stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the four Class I director nominees. Any abstentions or broker non-votes, or failing to vote by ballot at the Annual Meeting or by proxy, will not have any effect on the outcome of Proposal No. 1, so long as at least one vote is cast for each director nominee. If any nominee should be unavailable for election, such shares of Common Stock will be voted for the election of such substitute nominee as the Board may propose. Each of Messrs. Zirkin, James, Janki and Klein have agreed to serve if elected, and management has no reason to believe that they will be unable to serve. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH NAMED DIRECTOR NOMINEE. Composition of the Board 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 2028 Annual Meeting of Stockholders Dwight James. Mr. James, age 51, has served as a member of the Board since February 2022 and has been designated by Delta to serve on the Board pursuant to the Investor Rights Agreement. 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, age 56, has served as a member of the Board since August 2023 and has been designated by Delta to serve on the Board pursuant to the Investor Rights Agreement. 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. Thomas Klein. Mr. Klein, age 62, has served as a member of the Board since March 2024 and has been designated by CK Wheels to serve on the Board pursuant to the Investor Rights Agreement. Mr. Klein currently serves as Senior Managing Director of Certares Management LLC (“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 (ASG) PLC, 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, age 45, has served as Chairperson of the Board since September 2023 and has been designated by CK Wheels to serve on the Board pursuant to the Investor Rights Agreement. Mr. Zirkin is a Partner and Senior Credit Analyst at Knighthead Capital Management, LLC (“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 Impact Laboratories Corporation, a subsidiary of My Green Lab, and 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

  8. Vote Required

    Timothy Armstrong. Mr. Armstrong, age 54, has served as a member of the Board since April 2019 and serves on the Board pursuant to the Investor Rights Agreement. 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, age 47, has served as a member of the Board since September 2023 and has been designated by CIH to serve on the Board pursuant to the Investor Rights Agreement. 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 corporate strategy, large minority investments, and venture capital. 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 has served on the board of Old Dominion Freight Line, Inc. since May 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. George Mattson. Mr. Mattson, age 59, has served as the Company’s Chief Executive Officer since October 2023, as a member of the Board since September 2023, and serves on the Board pursuant to the Investor Rights Agreement. Prior to joining Wheels Up, Mr. Mattson served as President of Star Mountain Capital (“Star Mountain”), a specialized private investment firm, from February 2023 to October 2023. Prior to joining Star Mountain, Mr. Mattson was a private investor and corporate board member from 2012 to February 2023. Prior to his years as a private investor, Mr. Mattson held various positions at Goldman Sachs from 1994 to 2012, including most recently as a partner and co-head of the Global Industrials Group in Investment Banking from 2002 to 2012, and prior to that time, held various sales and marketing positions at International Business Machines Corporation (“IBM”) from 1987 to 1993. Mr. Mattson has also served as a director of Xos, Inc. since August 2021. He formerly served as a director of Delta (NYSE: DAL) from October 2012 to October 2023, Air France-KLM S.A. (PAR: AF) from 2017 until 2021, Virgin Galactic Holdings, Inc. (NYSE: SPCE) from October 2019 to June 2023, Virgin Orbit Holdings, Inc. from December 2021 to August 2023, NextGen Acquisition Corp II from January 2021 to December 2021, and NextGen Acquisition Corp from July 2020 to August 2021. Mr. Mattson holds a Bachelor of Science degree in Electrical Engineering from Duke University and MBA from the Wharton School of the University of Pennsylvania. Gregory Summe. Mr. Summe, age 68, has served as a member of the Board since August 2024. He currently serves as the Managing Partner of Glen Capital Partners LLC, an investment fund, a role which he has held since 2014. He has also served as a Senior Advisor to Star Mountain Capital, a specialized private investment firm, since 2023. Previously, Mr. Summe was the Managing Director and Vice Chairman of Global Buyout at The Carlyle Group (“Carlyle”), a leading global private equity firm, from 2009 to 2014. At Carlyle, he was a member of the firm’s Operating Committee and responsible for the Buyout Funds in Financial Services, Infrastructure, Japan, the Middle East and Africa. Prior to joining Carlyle, he was the Chair and Chief Executive Officer of PerkinElmer Inc. (“PerkinElmer”), a global leader in health sciences, from 1998 to 2009. He also served as a senior advisor to Goldman Sachs Capital Partners from 2008 to 2009. Prior to joining PerkinElmer, Mr. Summe held various leadership roles, including as President of General Aviation Avionics, President of the Aerospace Engines Group and President of the Automotive Products Group of AlliedSignal, now Honeywell International, General Manager of Commercial Motors at GE, and Partner with the global consulting firm McKinsey & Company, Inc. Mr. Summe has served on the Board of Directors of NXP Semiconductors NV (NASDAQ: NXPI) since 2015, where he is currently the Chairman of the Compensation Committee, Avantor Inc. (NYSE: AVTR) since 2020, where he is currently the Chairman of the Nomination & Governance Committee, and Grail, Inc. (NASDAQ: GRAL) since 2024, where he is currently the Chairman of the Board and Chairman of the Nominating and Governance Committee. He previously served on the Boards of Directors of State Street Corporation (NYSE: STT) from 2001 to 2025, NextGen Acquisition Corp. I and NextGen Acquisition Corp. II from 2020 to 2021, and Virgin Orbit Holdings Inc. from 2021 to 2023. Mr. Summe was previously the Chairman of Freescale Semiconductor, Inc., the Chairman of Euromax International, and a director of Automatic Data Processing, Inc. (NASDAQ: ADP), Biomet Inc., LMI Aerospace, Inc., TRW Corp., and Veyance Technologies, Inc. Mr. Summe received his Bachelor of Science and Master of Science degree in Electrical Engineering from the University of Kentucky and the University of Cincinnati, respectively, and a Master of Business Administration with distinction from the Wharton School at the University of Pennsylvania. He is also in the University of Kentucky’s Hall of Distinction. Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

  9. Vote Required

    Alain Bellemare. Mr. Bellemare, age 63, has served as a member of the Board since September 2023 and has been designated by Delta to serve on the Board pursuant to the Investor Rights Agreement. 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, age 40, has served as a member of the Board since September 2023 and has been designated by CK Wheels to serve on the Board pursuant to the Investor Rights Agreement. 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, age 34, has served as a member of the Board since September 2023 and has been designated by CK Wheels to serve on the Board pursuant to the Investor Rights Agreement. 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, age 68, has served as a member of the Board since September 2023 and has been designated by Delta to serve on the Board pursuant to the Investor Rights Agreement. 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. PROPOSAL NO. 2—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), we are requesting that our stockholders cast a non-binding, advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2024. At the prior annual meeting of stockholders held on June 2, 2022, our stockholders recommended, and subsequently the Board determined, that say-on-pay votes should be held annually. Therefore, we are requesting the Say-on-Pay Vote at the Annual Meeting. By voting on this Proposal No. 2, stockholders may indicate whether they approve of the Company’s practices with respect to compensation of its named executive officers for the fiscal year ended December 31, 2024. Stockholders may also abstain from the vote. The Say-on-Pay Vote is advisory in nature, and therefore not binding on the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee will consider the outcome of the Say-on-Pay Vote when making future decisions regarding the compensation of our named executive officers. If you own shares through a Broker or other holder of record, you must instruct your Broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this Proposal No. 2. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024. PROPOSAL NO. 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board (the “Audit Committee”) has appointed Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. We are asking our stockholders to ratify, on a non-binding, advisory basis, this selection at the Annual Meeting. GT has audited our financial statements since the fiscal year ended December 31, 2021 and since the fiscal year ended December 31, 2014, has audited the historical financial statements of Wheels Up Partners Holdings LLC, our direct subsidiary (“WUP”), prior to the consummation of the business combination (the “Business Combination”) on July 13, 2021 between WUP and Aspirational Consumer Lifestyle Corp., a blank check company (“Aspirational”). Representatives of GT are expected to be in attendance online at the Annual Meeting and will have an opportunity to make a statement if they so desire and/or respond to appropriate questions.

  10. Vote Required

    | • | an extension of the termination date of the Amended and Restated 2021 LTIP to March 26, 2035 (i.e., 10 years from the effective date of the LTIP Amendment). |

  11. Summary of Amendments

    Summary of Amendments Increase in the Number of Shares Authorized for Issuance The proposed increase in the number of shares of Common Stock authorized for issuance under the Amended and Restated 2021 LTIP is intended to permit the Company to continue to offer equity incentive compensation that aligns long-term pay outcomes for certain of our directors, officers and employees with the interests of the Company’s stockholders, and is important to attract, retain, motivate and reward key employees. The Compensation Committee has historically awarded a mix of PSUs and RSUs to certain officers and employees, which are subject to vesting depending on, among others, the achievement of certain operational and financial targets. The Board and the Compensation Committee believe that the ability to continue to grant such performance-based equity compensation awards in the future to certain of our officers and employees as a significant component of total compensation further aligns the success of our officers and employees with the success of our stockholders. As of the Record Date, and excluding the proposed 30,000,000 share increase set forth in the LTIP Amendment, approximately 1,901,743 shares of Common Stock were available for future awards under the Amended and Restated 2021 LTIP, which the Company believes is insufficient to support expected future grants of PSUs and RSUs as and when approved by the Compensation Committee for the remainder of 2025 and thereafter. The failure to obtain stockholder approval of the LTIP Amendment would limit our ability to grant equity incentive awards in the future, which may materially and adversely impact our ability to attract, retain, motivate and reward our directors, officers and employees compared to our competitors, or cause us to shift our compensation schemes in a manner that may be less effective in aligning the Company’s long-term success to compensation. Extension of the Termination Date of the Amended and Restated 2021 LTIP Assuming that the Company’s stockholders approve the LTIP Amendment at the Annual Meeting, the LTIP Amendment extends the termination date of the Amended and Restated 2021 LTIP to March 26, 2035 (i.e., 10 years from the effective date of the LTIP Amendment). The material terms of the Amended and Restated 2021 LTIP and the LTIP Amendment are described below. A copy of the LTIP Amendment is included as Appendix A to this Proxy Statement. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE LTIP AMENDMENT. Summary of the Amended and Restated 2021 LTIP & LTIP Amendment The summary below is qualified in its entirety by reference to the full text of the Amended and Restated 2021 LTIP, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2023, the LTIP First Amendment, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2024, and the LTIP Amendment.

  12. Administration of the Amended and Restated 2021 LTIP

    Administration of the Amended and Restated 2021 LTIP The Amended and Restated 2021 LTIP may be administered by the Board, the Compensation Committee or a similar committee comprised of at least two non-employee directors (in each case, the “Administrator”). The Administrator has exclusive authority to grant awards under the Amended and Restated 2021 LTIP and to make all interpretations and determinations affecting the Amended and Restated 2021 LTIP. The Administrator has the discretion to determine the individuals to whom awards are granted, the amount of each award, any applicable vesting schedule and other terms of any award.

  13. Number of Shares Available for Issuance

    Number of Shares Available for Issuance The maximum number of shares of Common Stock currently reserved and available for issuance under the Amended and Restated 2021 LTIP is 30,149,682 shares of Common Stock, which are available for issuance pursuant to incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), or as other types of awards. We are requesting that the Company’s stockholders approve the LTIP Amendment at the Annual Meeting to increase the number of shares of Common Stock authorized for issuance under the Amended and Restated 2021 LTIP from 30,149,682 to 60,149,682 shares, or an increase of 30,000,000 shares. If any stock award under the Amended and Restated 2021 LTIP is forfeited, expires or otherwise terminates, in whole or in part, without having been exercised in full (or vested in the case of restricted stock or restricted stock units), the shares of stock not acquired under such stock award will revert to, and again become available for issuance under, the Amended and Restated 2021 LTIP. If (i) the exercise price of any award is satisfied by tendering shares of Common Stock to the Company, (ii) shares of Common Stock are withheld from an award or tendered by the participant to pay such participant’s tax withholding obligations in connection with the award, (iii) shares of Common Stock are reacquired with cash proceeds tendered in payment of the exercise price of an option or (iv) shares of Common Stock subject to share-settled stock appreciation rights are not issued upon settlement, then in each case, the shares of Common Stock tendered, withheld, reacquired or that remain unissued with respect to any such stock appreciation rights will not again become available for issuance under the Amended and Restated 2021 LTIP. The Amended and Restated 2021 LTIP also provides that performance-based equity incentive awards are to be treated as having been issued at target levels when calculating the number of shares available for issuance under the Amended and Restated 2021 LTIP and adjusted to reflect the actual number of shares issued upon settlement of such awards.

  14. Change in Control Provisions

    Change in Control Provisions The Amended and Restated 2021 LTIP limits the Board’s and Compensation Committee’s discretion regarding treatment of awards upon a change in control, and incorporates a “double-trigger” change in control provision, which states that if a participant is terminated without “Cause” or resigns for “Good Reason” (as such terms are defined in the Amended and Restated 2021 LTIP) during the 12-month period following a “Change in Control” (as defined herein), then as of the date of the participant’s termination or resignation:

  15. Change in Control Provisions

    | • | all outstanding options and stock appreciation rights (regardless of whether in tandem) will become fully exercisable; and |

  16. Change in Control Provisions

    | • | all awards (other than options and stock appreciation rights) will become fully vested; provided, however, that any such award that is performance-based will become vested at the target level of performance. |

  17. Change in Control Provisions

    For purposes of the Amended and Restated 2021 LTIP, “Change in Control” means the consummation of (i) a reorganization, merger or consolidation of the Company or any direct or indirect subsidiary of the Company under which a majority of the shares of the Company would be converted into or exercised for cash or securities of any other corporation or entity or (ii) a sale or exchange of all or substantially all of the Company’s assets or equity securities. Adjustments for Stock Dividends, Stock Splits, Etc. The Amended and Restated 2021 LTIP requires the Administrator to make any appropriate adjustments to the Amended and Restated 2021 LTIP and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events, including, but not limited to, appropriate adjustments to the number, class and price of shares that are subject to outstanding awards under the Amended and Restated 2021 LTIP. See “Proposal No. 7—Implementation of the Reverse Stock Split—Effect on Equity Compensation Arrangements and Warrants” in this Proxy Statement for more information about the treatment of outstanding awards under the Amended and Restated 2021 LTIP in the event the stockholders approve Proposal No. 7 at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split and Authorized Share Reduction.

  18. Amendment to the Amended and Restated 2021 LTIP and Awards

    Amendment to the Amended and Restated 2021 LTIP and Awards The Board, at any time and from time to time, may amend the Amended and Restated 2021 LTIP. However, no amendment will be effective unless approved by the Company’s stockholders to the extent stockholder approval is necessary to satisfy the requirements of the Internal Revenue Code, any federal or state law or regulation, or any securities exchange listing requirements. Further, no award under the Amended and Restated 2021 LTIP may be amended or cancelled for the purpose of repricing, replacing or regranting such award with an exercise price that is less than the exercise price of the original award unless otherwise approved by stockholders. On March 26, 2025, the Board of Directors, upon the recommendation of the Compensation Committee, approved the LTIP Amendment, which will not become effective unless approved by the Company’s stockholders at the Annual Meeting.

  19. Termination of the Amended and Restated 2021 LTIP

    Termination of the Amended and Restated 2021 LTIP The Amended and Restated 2021 LTIP may be terminated by vote of the Board or our stockholders at any time. Unless sooner terminated or extended by the Company subject to Board and stockholder approval, the Amended and Restated 2021 LTIP, as amended by the LTIP Amendment, would terminate by its terms on March 26, 2035. If the LTIP Amendment is not approved at the Annual Meeting, the Amended and Restated 2021 LTIP will terminate by its terms on April 15, 2034. No stock awards may be granted under the Amended and Restated 2021 LTIP after it is terminated. Unless an award agreement specifies otherwise, the Administrator may cancel any unexpired, unpaid, unexercised or deferred award at any time if the participant is not in compliance with the applicable provisions of the award agreement and the Amended and Restated 2021 LTIP, including certain restrictive covenants. Furthermore, the Administrator may require a participant to return to and/or reimburse the Company for an award and/or shares issued under an award, and any proceeds paid or provided upon disposition of shares issued under an award, pursuant to the terms of the Company’s Recoupment Policy (as defined herein). See “Corporate Governance—Executive Compensation Recoupment Policy” for additional information about the Company’s compensation clawback policy. The Amended and Restated 2021 LTIP permits the Administrator to grant awards of stock options, restricted stock, restricted stock units, stock appreciation rights, dividend equivalents, other stock-based awards, performance awards or cash awards, as discussed further below. A stock option is the right to purchase shares of Common Stock at a fixed exercise price for a fixed period of time. The Amended and Restated 2021 LTIP permits the granting of (i) options to purchase Common Stock intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code and (ii) options that do not so qualify. Stock options granted under the Amended and Restated 2021 LTIP will be non-statutory stock options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-statutory stock options may be granted to any persons eligible to receive incentive stock options and to non-employee directors and consultants. The Administrator determines the exercise price and additional terms of stock options. The option exercise price of each option will be determined by the Administrator, but may not be less than 100% of the fair market value of the Common Stock on the grant date. Fair market value for this purpose will be the last reported closing sales price of the shares of Common Stock on the New York Stock Exchange (“NYSE”) on the valuation date, or, if none, the closing sales price on the most recent trade date immediately prior to the valuation date. The exercise price of a stock option may not be reduced after the date of the stock option grant, other than to appropriately reflect changes in the Company’s capital structure. The term of each stock option will be fixed by the Administrator and may not exceed 10 years from the grant date. The Administrator will determine at what time or times each stock option may be exercised. Stock options may be made exercisable in installments and the exercisability of options may be accelerated by the Administrator. Upon exercise of stock options, the option exercise price must be paid in full in such form as the Administrator will provide (or as permitted by Section 422 of the Internal Revenue Code in the case of incentive stock options). To qualify as incentive stock options, stock options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive stock options that first become exercisable by a participant in any one calendar year. The Administrator also has the authority to grant awards of restricted stock and restricted stock units pursuant to the terms of an award agreement. Each award agreement will be in such form and will contain such terms and conditions as the Administrator will deem appropriate. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified restricted period. Performance awards are equity incentive awards that may be denominated in either cash or shares and are subject to the achievement of performance goals set over performance periods, as established by the Administrator. In addition, the Amended and Restated 2021 LTIP allows for the grant of awards in the form of stock appreciation rights, other stock-based awards and cash awards.

  20. Minimum Vesting Condition for Awards

    Minimum Vesting Condition for Awards The Amended and Restated 2021 LTIP requires any grant or award thereunder to have a minimum restriction, vesting and/or performance period, as applicable, of no less than one year after the grant date; provided, that the Compensation Committee, in its sole discretion, may designate up to 5% of the shares available for issuance under the Amended and Restated 2021 LTIP as not being subject to such requirement.

  21. Background & Key Terms of the Award

    Background & Key Terms of the Award On May 1, 2024, the Compensation Committee approved the CCO Performance Plan in connection with the hiring of David Harvey as the Company’s Chief Commercial Officer, effective May 20, 2024, which is subject to both performance- and service-based vesting conditions. The CCO Performance Plan is a standalone plan and is a multi-year, one-time performance award granted to our Chief Commercial Officer in lieu of future annual equity compensation grants, which is intended to provide him with the opportunity to share in the long-term growth of the value of the Company. The Board and Compensation Committee believe that our executive compensation programs should primarily focus on driving strong financial performance and stockholder value creation and reward our executive officers for the achievement of challenging financial and operational goals. As a result, the Compensation Committee designed the CCO Performance Plan, as well as the CFO Performance Plan and the Wheels Up Experience Inc. Performance Award Agreement, dated as of November 30, 2023, formerly granted to George Mattson, the Company’s Chief Executive Officer (the “CEO Performance Plan” and, collectively with the CCO Performance Plan and CFO Performance Plan, the “Executive Performance Plans”), to align the performance-based vesting conditions with important future Company events. We believe the award ties the “at-risk,” long-term pay outcomes for our Chief Commercial Officer to the Company’s overall success and provides meaningful upside if the Company’s market value increases. The CCO Performance Plan is contingent upon the satisfaction of both the performance- and service-based vesting conditions in order for any shares of Common Stock to be issuable or cash payment to be made thereunder, as described below:

  22. Background & Key Terms of the Award

    | • | The performance-based vesting condition for the CCO Performance Plan consists of a contingent right to receive a number of shares of Common Stock upon the repayment or refinancing of the Company’s borrowings under the $390.0 million Term Loan, plus any additional amounts drawn on the Term Loan, if at all, on or before September 20, 2028, the maturity date of the Term Loan (the “Term Loan Maturity Date” and such repayment or refinancing, a “Repayment Event”). See “—Summary of the CCO Performance Plan—Performance-Based Vesting Conditions” below for more information. |

  23. Background & Key Terms of the Award

    | • | The service-based vesting condition for the CCO Performance Plan provides that 25% of the CCO Performance Plan became eligible to vest on September 20, 2024 and an additional 25% will be eligible to vest on each of September 20, 2025, 2026 and 2027, so long as our Chief Commercial Officer remains employed with the Company as of such dates and subject to differing treatment in certain termination of service scenarios. No portion of the CCO Performance Plan had vested as of the Record Date. See “—Summary of the CCO Performance Plan—Service-Based Vesting Conditions” below for more information. |

  24. Background & Key Terms of the Award

    The Compensation Committee believes a Repayment Event is a significant performance-based milestone for the Company and its stockholders, and an important indicator of the Company’s future success. We also believe that the Company’s ability to consummate a Repayment Event is primarily dependent on the Company’s operating and financial success, the ability to generate positive cash flow and/or obtain additional financing leading up to any such repayment or refinancing. Accordingly, our Chief Commercial Officer would be rewarded upon the consummation of a Repayment Event and get to participate in any enhancement of the Company’s market value. However, there can be no assurance that the performance- or service-based vesting conditions for the CCO Performance Plan will be satisfied, or that upon vesting the variables described under “—Summary of the CCO Performance Plan—Number of Shares of Common Stock Issuable Upon Vesting” below that determine the potential number of shares of Common Stock issuable or cash payments pursuant to the CCO Performance Plan, if any, will result in any issuance of shares of Common Stock or cash payments under the CCO Performance Plan. If both the performance- and service-based vesting conditions are satisfied prior to forfeiture, the number of shares of Common Stock that may vest and be issued to our Chief Commercial Officer will first be determined on December 31st of the year in which a Repayment Event occurs, and then on December 31st of each subsequent year (each such date, a “Determination Date”) until December 31, 2028 (the “Final Determination Date”). At any Determination Date following the satisfaction of the performance- and service-based vesting conditions, the number of shares of Common Stock issuable to our Chief Commercial Officer in connection with such Determination Date, if any, will be determined using the then-applicable percentage associated with the service-based vesting PROPOSAL NO. 5—APPROVAL OF THE CCO PERFORMANCE PLAN (continued) condition (the “Service Vested Percentage”). If no Repayment Event occurs prior to the Term Loan Maturity Date, or if the Lenders’ Total Investor Return (as defined in the CCO Performance Plan) as a multiple of the aggregate principal amount of the Term Loan and any borrowings under the Revolving Credit Facility (as of the applicable Determination Date, the “Investor Multiple on Invested Capital”), is not greater than one on any Determination Date through the Final Determination Date, no shares of Common Stock will be issued, and no cash payment under the CCO Performance Plan will be made, to our Chief Commercial Officer. In such scenarios, the CCO Performance Plan would expire and be forfeited as of the Final Determination Date. An expanded summary of the CCO Performance Plan is set forth below under the heading “—Summary of the CCO Performance Plan.” A copy of the CCO Performance Plan is included as Appendix B to this Proxy Statement. The summaries set forth herein are qualified in their entirety by reference to the full text of the CCO Performance Plan.

  25. Summary of Requested Approval

    Summary of Requested Approval We are requesting that the Company’s stockholders approve the CCO Performance Plan, and authorize the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The CCO Performance Plan states that the delivery of any shares of Common Stock under the plan is subject to the Company’s stockholders approving such award and approving a sufficient number of shares of Common Stock to be issued to our Chief Commercial Officer. If the CCO Performance Plan is not approved by the stockholders at the Annual Meeting, or at a future annual or special meeting of the Company’s stockholders or by written consent of the Company’s stockholders, or on any Determination Date there is not otherwise a sufficient number of shares of Common Stock authorized for issuance by the Company’s stockholders in order to deliver the number of shares of Common Stock due under such plan, upon vesting, if at all, any amounts payable under the CCO Performance Plan will be payable in cash in lieu of shares of Common Stock. See “—Summary of the CCO Performance Plan—Number of Shares Available for Issuance” and “—Summary of the CCO Performance Plan—Number of Shares of Common Stock Issuable Upon Vesting” below for additional information about the number of shares that we are requesting stockholders approve at the Annual Meeting with respect to the CCO Performance Plan, as well as the requirement upon satisfaction of both the performance- and service-based vesting conditions, if at all, to issue shares of Common Stock or pay cash to our Chief Commercial Officer.

  26. Approval under NYSE Stockholder Approval Rules

    Approval under NYSE Stockholder Approval Rules Sections 303A.08, 312.03(a) and 312.03(b) of the NYSE Listed Company Manual (collectively, the “NYSE Stockholder Approval Rules”) require stockholder approval: (i) for equity compensation plans; and (ii) prior to the issuance of Common Stock, or of securities convertible into or exercisable for shares of Common Stock, in a transaction or series of related transactions to a director, officer or substantial security holder of the Company (each an “Active Related Party”) if the number of shares of Common Stock to be issued, or if the number of shares of Common Stock into which the securities may be convertible or exercisable, exceeds either 1% of the number of shares of Common Stock or voting power outstanding before the issuance. Subject to the satisfaction of both the performance- and service-based vesting conditions under the CCO Performance Plan, if at all, the number of shares of Common Stock that may be issuable to our Chief Commercial Officer may exceed the 1% threshold set forth in the NYSE Stockholder Approval Rules. However, the number of shares of Common Stock that may vest and become issuable, if any, to our Chief Commercial Officer will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. By voting “For” this Proposal No. 5, you will be deemed to have also approved the CCO Performance Plan and the potential issuance of up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, for purposes of the NYSE Stockholder Approval Rules. The Company does not presently intend to seek any additional approval of the Company’s stockholders in connection with any vesting or issuance of shares of Common Stock under the CCO Performance Plan, if any, unless if at the time of vesting the number of shares of Common Stock that the Company is authorized to issue under the CCO Performance Plan is not sufficient to satisfy the number of shares of Common Stock issuable thereunder.

  27. Performance-Based Vesting Conditions

    Performance-Based Vesting Conditions The CCO Performance Plan is a multi-year, one-time performance award granted to our Chief Commercial Officer in lieu of future annual equity compensation grants and is intended to provide him with the opportunity to share in the long-term growth of the value of the Company. The award consists of a contingent right to receive a number of shares of Common Stock upon: (i) a Repayment Event consisting of either the repayment or refinancing of the Company’s borrowings under the $390.0 million Term Loan, plus any additional amounts drawn on the Term Loan, if at all, on or before the Term Loan Maturity Date, if at all; and (ii) satisfaction of certain service-based vesting conditions described below. If both the performance- and service-based vesting conditions are satisfied prior to forfeiture, the number of shares of Common Stock that may vest and be issued to our Chief Commercial Officer will first be determined on the first Determination Date following a Repayment Event and again on each Determination Date through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CCO Performance Plan. See Sections 1 and 2 of the CCO Performance Plan included as Appendix B to this Proxy Statement for more information about the performance-based vesting conditions.

  28. Service-Based Vesting Conditions

    | • | If our Chief Commercial Officer’s employment is terminated by the Company without Cause (as defined in the Amended and Restated 2021 LTIP) or he resigns with Good Reason (as defined in the Amended and Restated 2021 LTIP): (i) the Service Vested Percentage of the CCO Performance Plan 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 Commercial 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 CCO Performance Plan in excess of the Service Vested Percentage after considering the prior sentences will be forfeited for no consideration. |

  29. Service-Based Vesting Conditions

    | • | If our Chief Commercial Officer is terminated by the Company for Cause (as defined in the Amended and Restated 2021 LTIP), the CCO Performance Plan, including any Service Vested Percentage thereof, will be forfeited for no consideration. |

  30. Number of Shares of Common Stock Issuable Upon Vesting

    Number of Shares of Common Stock Issuable Upon Vesting Upon the satisfaction of both the performance- and service-based vesting conditions, if at all, the number of shares of Common Stock subject to vesting and issuance, if any, to our Chief Commercial Officer on each Determination Date following a Repayment Event will be based on the repayment or refinancing of the Term Loan and Revolving Credit Facility, and the then-applicable dollar value of the shares of Common Stock issued to the Lenders under the Investor Rights Agreement, relative to the volume weighted average price per share of Common Stock during the 60 trading day period prior to the applicable Determination Date (the “VWAP”). The number of shares of Common Stock, if any, issuable under the CCO Performance Plan will vary depending on, among other things, the: (i) occurrence and timing of a Repayment Event; (ii) Investor Multiple on Invested Capital, if any; and (iii) Service Vested Percentage as of the applicable Determination Date. As a result, the exact number of shares of Common Stock that may be issued under the CCO Performance Plan will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CCO Performance Plan. Any such cash payments by the Company to our Chief Commercial Officer may be material and, depending on the timing and magnitude of such required payments, may adversely affect our liquidity, financial condition and results of operations. If no Repayment Event occurs prior to the Term Loan Maturity Date, or if the Investor Multiple on Invested Capital is not greater than one on any Determination Date through the Final Determination Date, no shares of Common Stock will be issued, and no cash payment under the CCO Performance Plan will be made, to our Chief Commercial Officer. In such scenarios, the CCO Performance Plan would expire and be forfeited as of the Final Determination Date. If the Company is unable to obtain the approval of the Company’s stockholders of the CCO Performance Plan at the Annual Meeting, or a future annual or special meeting of the Company’s stockholders or by written consent of the Company’s stockholders, in any event prior to 30 days after any Determination Date for which the issuance of shares of Common Stock is required under the CCO Performance Plan, then the value of the shares of Common Stock that would otherwise be issuable under the CCO Performance Plan as of such Determination Date will be satisfied by a cash payment. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CCO Performance Plan. See Exhibit A to the CCO Performance Plan included as Appendix B to this Proxy Statement for more information about the vesting and settlement terms for such award, including the variables used in the calculation of the number of shares of Common Stock issuable or total value payable to our Chief Commercial Officer if both the performance- and service-based vesting conditions are satisfied.

  31. Number of Shares Available for Issuance

    Number of Shares Available for Issuance We are requesting that the Company’s stockholders approve the CCO Performance Plan as a standalone employee benefit plan, and authorize the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The CCO Performance Plan provides that the delivery of any shares of Common Stock thereunder is subject to approval of such plan and a sufficient number of shares of Common Stock to be issued by the Company’s stockholders. The CCO Performance Plan also provides that if such plan is not approved by the Company’s stockholders or on any Determination Date there is not otherwise a sufficient number of shares of Common Stock approved by the Company’s stockholders in order to deliver the number of shares of Common Stock due under the plan, the Company will pay in cash an amount equal to the value of the shares of Common Stock that would have otherwise been delivered to our Chief Commercial Officer thereunder. None of the 15,000,000 shares of Common Stock that we are requesting the Company’s stockholders authorize the Company to issue under the CCO Performance Plan will be issued to our Chief Commercial Officer unless (i) both the performance- and service-based vesting conditions have been satisfied, and (ii) the other variables that determine the amount payable to our Chief Commercial Officer are sufficiently high to support any issuance of shares or cash payment under such award. In determining the number of shares of Common Stock to reserve for future issuance under the CCO Performance Plan, we, in consultation with our independent compensation consultant, made certain assumptions such as: (a) the Investor Multiple on Invested Capital being greater than 3.0x; (b) consummation of the Repayment Event as of September 20, 2028, the Term Loan Maturity Date; (c) the Service Vested Percentage as of the applicable Determination Date being 100%; and (d) the number of shares outstanding and fully diluted shares of Common Stock being the same as they were on November 30, 2023. The Company deems these assumptions as reasonable based on currently available information for the purpose of authorizing enough shares of Common Stock for future issuance should the CCO Performance Plan vest. Any increase or decrease in the variables described above will result in the CCO Performance Plan having a different value upon vesting, if at all, which in turn would result in a different number of shares of Common Stock being issuable under the award. For example, if the price per share of Common Stock declines, the value of the CCO Performance Plan will generally decline; however, the number of shares of Common Stock issuable upon vesting would increase under certain circumstances, because the aggregate number of shares of Common Stock required to equal such award value would be higher. The Company’s stockholders may experience significant dilution resulting from the settlement of the CCO Performance Plan and/or the concurrent settlement of the other Executive Performance Plans, if any. However, there can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CCO Performance Plan. While we currently believe that the amount of shares of Common Stock that the Company’s stockholders are being asked to authorize the Company to issue under the CCO Performance Plan approximates the maximum number of shares of Common Stock, as calculated in consultation with our independent compensation consultant, that may be issuable under the plan upon the satisfaction of both the performance- and service-based vesting conditions, if at all, it is possible that future events, including future dilutive issuances of shares of Common Stock or other instruments or securities exchangeable or exercisable for, or convertible into, shares of Common Stock in public offerings or private placements, a sustained decline in the trading price per share of our Common Stock or a significant modification to the terms of the Term Loan, could result in an insufficient number of shares of Common Stock being authorized for issuance under the CCO Performance Plan. If the number of shares of Common Stock that the Company is authorized to issue under the CCO Performance Plan or the Amended and Restated Certificate of Incorporation is not sufficient to satisfy the number of shares of Common Stock issuable to our Chief Commercial Officer upon the satisfaction of both the performance- and service-based vesting conditions under the CCO Performance Plan, we may either (i) seek further approval of the Company’s stockholders to increase the number of shares of Common Stock authorized for issuance under the CCO Performance Plan or Amended and Restated Certificate of Incorporation, as applicable, that we then believe are necessary to satisfy our obligation to issue shares of Common Stock under the CCO Performance Plan, or (ii) satisfy our obligations under the CCO Performance Plan by paying cash to our Chief Commercial Officer. Any further approval of the Company’s stockholders would require us to comply with the applicable provisions of our Organizational Documents, the Delaware General Corporation Law, and the applicable rules of the SEC, NYSE or other applicable national securities exchange or inter-dealer quotation system on which our Common Stock is then listed. If at the Annual Meeting, the Company’s stockholders approve the CCO Performance Plan and authorize the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, the Company presently intends to ensure that enough shares of Common Stock remain reserved and available for issuance under the Amended and Restated Certificate of Incorporation to complete any issuance of shares of Common Stock pursuant to the CCO Performance Plan, together with the issuance of any other shares of Common Stock that the Company may be obligated to reserve for future issuance under the terms of any applicable equity incentive plan, warrants or other securities that are convertible or exchangeable into or exercisable for shares of Common Stock, or pursuant to any other agreement to which the Company or its subsidiaries is a party. Although the terms of the Amended and Restated 2021 LTIP incorporated into the CCO Performance Plan specify conditions under which unvested shares under the CCO Performance Plan may become available for later grant or issuance, it is the Company’s present intention that if the CCO Performance Plan is forfeited, expires or otherwise terminates, in whole or in part, without having vested, no unvested shares of Common Stock will be issued to our Chief Commercial Officer under the plan and such unvested shares will not become available for later grant or issuance thereunder.

  32. Change of Control Provisions

    Change of Control Provisions Pursuant to the CCO Performance Plan, if a Change of Control (as defined for purposes of this Proposal No. 5) occurs prior to any Determination Date, the date of the consummation of the Change of Control will be deemed a Repayment Event and the Final Determination Date, and the Service Vested Percentage will be 100% upon the consummation of such Change of Control. In addition, if a Change of Control is consummated within six months following the termination of our Chief Commercial Officer’s employment for any reason other than for Cause (as defined in the Amended and Restated 2021 LTIP), he will become 100% vested as of the date of the Change of Control. Under the CCO Performance Plan, “Change of Control” means the occurrence of any one of the following events on or after the grant date of the CCO Performance Plan and on or before the final Determination Date:

  33. Change of Control Provisions

    | • | the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more (on a fully diluted basis) of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that neither the consummation of the acquisition of the Company described in clauses (A) or (B) above by any Lender or any affiliate or subsidiary of a Lender nor the consummation of the acquisition of the Company described in clauses (A) or (B) above by any employee benefit plan (or related trust) sponsored or maintained by any Lender or any affiliate or subsidiary of a Lender will constitute a Change of Control; |

  34. Change of Control Provisions

    | • | the consummation of a reorganization, merger or consolidation of the Company or any direct or indirect subsidiary of the Company under which a majority of shares of Common Stock would be converted into or exercised for cash or securities of any other corporation or entity, or sale or other disposition of all or substantially all of the Company’s assets or equity securities; |

  35. Change of Control Provisions

    | • | the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company (other than an exchange in connection with a dissolution, insolvency or bankruptcy); or |

  36. Change of Control Provisions

    | • | the individuals who served on the Board as of the grant date of the CCO Performance Plan thereafter cease to constitute at least a majority thereof; provided, however, that any person becoming a member of the Board subsequent to the grant date of the CCO Performance Plan and whose election or nomination was approved by a vote of at least two-thirds of the directors who then comprised the Board immediately prior to such vote will be considered a member of the Board on the grant date of the CCO Performance Plan. |

  37. Change of Control Provisions

    Adjustments for Stock Dividends, Stock Splits, Etc. The CCO Performance Plan requires the Administrator to make any appropriate adjustments to the CCO Performance Plan and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events, including, but not limited to, appropriate adjustments to the number, class and price of shares under the CCO Performance Plan. See “Proposal No. 7—Implementation of the Reverse Stock Split—Effect on Equity Compensation Arrangements and Warrants” in this Proxy Statement for more information about the treatment of the CCO Performance Plan in the event the stockholders approve Proposal No. 7 at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split and Authorized Share Reduction.

  38. Types of Awards

    Types of Awards Although the terms of the Amended and Restated 2021 LTIP incorporated into the CCO Performance Plan permit the Administrator to grant awards of stock options, restricted stock, restricted stock units, stock appreciation rights, other stock-based awards, performance awards or cash awards, the CCO Performance Plan is a one-time award in lieu of future annual equity compensation grants and does not constitute a promise of future grants. The CCO Performance Plan does not obligate the Company to issue any future grants to our Chief Commercial Officer.

  39. Minimum Vesting Condition for Awards

    Minimum Vesting Condition for Awards The terms of the Amended and Restated 2021 LTIP incorporated into the CCO Performance Plan require that any grant or award thereunder have a minimum restriction, vesting and/or performance period, as applicable, of no less than one year after the grant date; provided, that the Compensation Committee, in its sole discretion, would be permitted to designate up to 5% of the shares available for issuance under the CCO Performance Plan as not being subject to such requirement.

  40. Dividend and Dividend Equivalent Rights

    Dividend and Dividend Equivalent Rights The CCO Performance Plan does not permit dividends or dividend equivalents to be paid or settled on unearned and unvested equity awards. The U.S. federal income tax consequences to Wheels Up and our Chief Commercial Officer with respect to the CCO Performance Plan are substantially identical to the consequences described under “Proposal No. 4—Amendment to Amended and Restated Wheels Up Experience Inc. 2021 Long-Term Incentive Plan—Summary of the Amended and Restated 2021 LTIP—U.S. Federal Income Tax Consequences of Awards” under the subheadings “Restricted Stock Units” and “Section 409A”, which are incorporated by reference herein. The summary incorporated by reference herein does not purport to be legal or tax advice. The U.S. federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon their individual circumstances. Tax consequences for any particular individual may be different. If both the performance- and service-based vesting conditions under the CCO Performance Plan are satisfied prior to forfeiture, if at all, any issuance of shares of Common Stock or cash payment under such award may result in excise taxes pursuant to Sections 280G or 4999 of the Internal Revenue Code being owed by Mr. Harvey as a result of such issuance or payment. The Company is not liable for the payment of any excise taxes pursuant to Sections 280G or 4999 of the Internal Revenue Code (including any “gross-up”) that may be incurred by our Chief Commercial Officer upon vesting of the CCO Performance Plan, if at all. As of the Record Date, only our Chief Commercial Officer had an outstanding equity award under the CCO Performance Plan. We are requesting that the Company’s stockholders approve the CCO Performance Plan as a standalone employee benefit plan, and authorize the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The following table sets forth the number of shares of Common Stock that the Company would have issued under the CCO Performance Plan, subject to the satisfaction of both the performance- and service-based vesting conditions under such award, as of December 31, 2024; however, because such vesting conditions for the CCO Performance Plan were not met as of such date, no shares of Common Stock vested or were issuable thereunder as of December 31, 2024.

  41. Dividend and Dividend Equivalent Rights

    PROPOSAL NO. 6—APPROVAL OF THE CFO PERFORMANCE PLAN The CFO Performance Plan was granted by the Compensation Committee effective March 31, 2025 in connection with the hiring of John Verkamp as the Company’s Chief Financial Officer, subject to approval by the Company’s stockholders at the Annual Meeting. We are requesting that the Company’s stockholders approve the CFO Performance Plan as a standalone employee benefit plan, and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, as described in further detail below. There can be no assurance that the vesting conditions for the CFO Performance Plan will be satisfied or that any shares of Common Stock will be issued or cash payments will be made to our Chief Financial Officer pursuant to the CFO Performance Plan.

  42. Background & Key Terms of the Award

    Background & Key Terms of the Award On February 26, 2025, the Compensation Committee approved the CFO Performance Plan in connection with the hiring of John Verkamp as the Company’s Chief Financial Officer, effective March 31, 2025, which is subject to both performance- and service-based vesting conditions. The CFO Performance Plan is a standalone plan and is a multi-year, one-time performance award granted to our Chief Financial Officer in lieu of future annual equity compensation grants, which is intended to provide him with the opportunity to share in the long-term growth of the value of the Company. The Board and Compensation Committee believe that our executive compensation programs should primarily focus on driving strong financial performance and stockholder value creation and reward our executive officers for the achievement of challenging financial and operational goals. As a result, the Compensation Committee designed the CFO Performance Plan, as well as the other Executive Performance Plans, to align the performance-based vesting conditions with important future Company events. We believe the award ties the “at-risk,” long-term pay outcomes for our Chief Financial Officer to the Company’s overall success and provides meaningful upside if the Company’s market value increases. The CFO Performance Plan is contingent upon the satisfaction of both the performance- and service-based vesting conditions in order for any shares of Common Stock to be issuable or cash payment to be made thereunder, as described below:

  43. Background & Key Terms of the Award

    | • | The performance-based vesting condition for the CFO Performance Plan consists of a contingent right to receive a number of shares of Common Stock upon a Repayment Event. See “—Summary of the CFO Performance Plan—Performance-Based Vesting Conditions” below for more information. |

  44. Background & Key Terms of the Award

    | • | The service-based vesting condition for the CFO Performance Plan provides that one-third of the CFO Performance Plan will be eligible to vest on each of September 20, 2025, 2026 and 2027, so long as our Chief Financial Officer remains employed with the Company as of such dates and subject to differing treatment in certain termination of service scenarios. No portion of the CFO Performance Plan had vested as of the Record Date. See “—Summary of the CFO Performance Plan—Service-Based Vesting Conditions” below for more information. |

  45. Background & Key Terms of the Award

    The Compensation Committee believes a Repayment Event is a significant performance-based milestone for the Company and its stockholders, and an important indicator of the Company’s future success. We also believe that the Company’s ability to consummate a Repayment Event is primarily dependent on the Company’s operating and financial success, the ability to generate positive cash flow and/or obtain additional financing leading up to any such repayment or refinancing. Accordingly, our Chief Financial Officer would be rewarded upon the consummation of a Repayment Event and get to participate in any enhancement of the Company’s market value. However, there can be no assurance that the performance- or service-based vesting conditions for the CFO Performance Plan will be satisfied, or that upon vesting the variables described under “—Summary of the CFO Performance Plan—Number of Shares of Common Stock Issuable Upon Vesting” below that determine the potential number of shares of Common Stock issuable or cash payments pursuant to the CFO Performance Plan, if any, will result in any issuance of shares of Common Stock or cash payments under the CFO Performance Plan. If both the performance- and service-based vesting conditions are satisfied prior to forfeiture, the number of shares of Common Stock that may vest and be issued to our Chief Financial Officer will first be determined on each Determination Date until the Final Determination Date. At any Determination Date following the satisfaction of the performance- and service-based vesting conditions, the number of shares of Common Stock issuable to our Chief Financial Officer in connection with such Determination Date, if any, will be determined using the then-applicable Service Vested Percentage. If no Repayment Event occurs prior to the Term Loan Maturity Date, or if the Investor Multiple on Invested Capital is not greater than one on any Determination Date through the Final Determination Date, no shares of Common Stock will be issued, and no cash payment under the CFO Performance Plan will be made, to our Chief Financial Officer. In such scenarios, the CFO Performance Plan would expire and be forfeited as of the Final Determination Date. PROPOSAL NO. 6—APPROVAL OF THE CFO PERFORMANCE PLAN (continued) An expanded summary of the CFO Performance Plan is set forth below under the heading “—Summary of the CFO Performance Plan.” A copy of the CFO Performance Plan is included as Appendix C to this Proxy Statement. The summaries set forth herein are qualified in their entirety by reference to the full text of the CFO Performance Plan.

  46. Summary of Requested Approval

    Summary of Requested Approval We are requesting that the Company’s stockholders approve the CFO Performance Plan, and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The CFO Performance Plan states that the delivery of any shares of Common Stock under the plan is subject to the Company’s stockholders approving such award and approving a sufficient number of shares of Common Stock to be issued to our Chief Financial Officer. If the CFO Performance Plan is not approved by the stockholders at the Annual Meeting, or at a future annual or special meeting of the Company’s stockholders or by written consent of the Company’s stockholders, or on any Determination Date there is not otherwise a sufficient number of shares of Common Stock authorized for issuance by the Company’s stockholders in order to deliver the number of shares of Common Stock due under such plan, upon vesting, if at all, any amounts payable under the CFO Performance Plan will be payable in cash in lieu of shares of Common Stock. See “—Summary of the CFO Performance Plan—Number of Shares Available for Issuance” and “—Summary of the CFO Performance Plan—Number of Shares of Common Stock Issuable Upon Vesting” below for additional information about the number of shares that we are requesting stockholders approve at the Annual Meeting with respect to the CFO Performance Plan, as well as the requirement upon satisfaction of both the performance- and service-based vesting conditions, if at all, to issue shares of Common Stock or pay cash to our Chief Financial Officer.

  47. Approval under NYSE Stockholder Approval Rules

    Approval under NYSE Stockholder Approval Rules The NYSE Stockholder Approval Rules require stockholder approval: (i) for equity compensation plans; and (ii) prior to the issuance of Common Stock, or of securities convertible into or exercisable for shares of Common Stock, in a transaction or series of related transactions to an Active Related Party if the number of shares of Common Stock to be issued, or if the number of shares of Common Stock into which the securities may be convertible or exercisable, exceeds either 1% of the number of shares of Common Stock or voting power outstanding before the issuance. Subject to the satisfaction of both the performance- and service-based vesting conditions under the CFO Performance Plan, if at all, the number of shares of Common Stock that may be issuable to our Chief Financial Officer may exceed the 1% threshold set forth in the NYSE Stockholder Approval Rules. However, the number of shares of Common Stock that may vest and become issuable, if any, to our Chief Financial Officer will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. By voting “For” this Proposal No. 6, you will be deemed to have also approved the CFO Performance Plan and the potential issuance of up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, for purposes of the NYSE Stockholder Approval Rules. The Company does not presently intend to seek any additional approval of the Company’s stockholders in connection with any vesting or issuance of shares of Common Stock under the CFO Performance Plan, if any, unless if at the time of vesting the number of shares of Common Stock that the Company is authorized to issue under the CFO Performance Plan is not sufficient to satisfy the number of shares of Common Stock issuable thereunder.

  48. Performance-Based Vesting Conditions

    Performance-Based Vesting Conditions The CFO Performance Plan is a multi-year, one-time performance award granted to our Chief Financial Officer in lieu of future annual equity compensation grants and is intended to provide him with the opportunity to share in the long-term growth of the value of the Company. The award consists of a contingent right to receive a number of shares of Common Stock upon: (i) a Repayment Event consisting of either the repayment or refinancing of the Company’s borrowings under the $390.0 million Term Loan, plus any additional amounts drawn on the Term Loan, if at all, on or before the Term Loan Maturity Date, if at all; and (ii) satisfaction of certain service-based vesting conditions described below. If both the performance- and service-based vesting conditions are satisfied prior to forfeiture, the number of shares of Common Stock that may vest and be issued to our Chief Financial Officer will first be determined on the first Determination Date following a Repayment Event and again on each Determination Date through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CFO Performance Plan. See Sections 1 and 2 of the CFO Performance Plan included as Appendix C to this Proxy Statement for more information about the performance-based vesting conditions.

  49. Service-Based Vesting Conditions

    | • | If our Chief Financial Officer’s employment is terminated by the Company without Cause (as defined in the Amended and Restated 2021 LTIP) or he resigns with Good Reason (as defined in the Amended and Restated 2021 LTIP): (i) the Service Vested Percentage of the CFO Performance Plan will be determined as-if he had remained employed through 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 Financial 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 CFO Performance Plan in excess of the Service Vested Percentage after considering the prior sentences will be forfeited for no consideration. |

  50. Service-Based Vesting Conditions

    | • | If our Chief Financial Officer is terminated by the Company for Cause (as defined in the Amended and Restated 2021 LTIP), the CFO Performance Plan, including any Service Vested Percentage thereof, will be forfeited for no consideration. |

  51. Number of Shares of Common Stock Issuable Upon Vesting

    Number of Shares of Common Stock Issuable Upon Vesting Upon the satisfaction of both the performance- and service-based vesting conditions, if at all, the number of shares of Common Stock subject to vesting and issuance, if any, to our Chief Financial Officer on each Determination Date following a Repayment Event will be based on the repayment or refinancing of the Term Loan and Revolving Credit Facility, and the then-applicable dollar value of the shares of Common Stock issued to the Lenders under the Investor Rights Agreement, relative to the VWAP. The number of shares of Common Stock, if any, issuable under the CFO Performance Plan will vary depending on, among other things, the: (i) occurrence and timing of a Repayment Event; (ii) Investor Multiple on Invested Capital, if any; and (iii) Service Vested Percentage as of the applicable Determination Date. As a result, the exact number of shares of Common Stock that may be issued under the CFO Performance Plan will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CFO Performance Plan. Any such cash payments by the Company to our Chief Financial Officer may be material and, depending on the timing and magnitude of such required payments, may adversely affect our liquidity, financial condition and results of operations. If no Repayment Event occurs prior to the Term Loan Maturity Date, or if the Investor Multiple on Invested Capital is not greater than one on any Determination Date through the Final Determination Date, no shares of Common Stock will be issued, and no cash payment under the CFO Performance Plan will be made, to our Chief Financial Officer. In such scenarios, the CFO Performance Plan would expire and be forfeited as of the Final Determination Date. If the Company is unable to obtain the approval of the Company’s stockholders of the CFO Performance Plan at the Annual Meeting, or a future annual or special meeting of the Company’s stockholders or by written consent of the Company’s stockholders, in any event prior to 30 days after any Determination Date for which the issuance of shares of Common Stock is required under the CFO Performance Plan, then the value of the shares of Common Stock that would otherwise be issuable under the CFO Performance Plan as of such Determination Date will be satisfied by a cash payment. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CFO Performance Plan. See Exhibit A to the CFO Performance Plan included as Appendix C to this Proxy Statement for more information about the vesting and settlement terms for such award, including the variables used in the calculation of the number of shares of Common Stock issuable or total value payable to our Chief Financial Officer if both the performance- and service-based vesting conditions are satisfied. We are requesting that the Company’s stockholders approve the CFO Performance Plan as a standalone employee benefit plan, and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The CFO Performance Plan provides that the delivery of any shares of Common Stock thereunder is subject to approval of such plan and a sufficient number of shares of Common Stock to be issued by the Company’s stockholders. The CFO Performance Plan also provides that if such plan is not approved by the Company’s stockholders or on any Determination Date there is not otherwise a sufficient number of shares of Common Stock approved by the Company’s stockholders in order to deliver the number of shares of Common Stock due under the plan, the Company will pay in cash an amount equal to the value of the shares of Common Stock that would have otherwise been delivered to our Chief Financial Officer thereunder. None of the 12,000,000 shares of Common Stock that we are requesting the Company’s stockholders authorize the Company to issue under the CFO Performance Plan will be issued to our Chief Financial Officer unless (i) both the performance- and service-based vesting conditions have been satisfied, and (ii) the other variables that determine the amount payable to our Chief Financial Officer are sufficiently high to support any issuance of shares or cash payment under such award. In determining the number of shares of Common Stock to reserve for future issuance under the CFO Performance Plan, we, in consultation with our independent compensation consultant, made certain assumptions such as: (a) the Investor Multiple on Invested Capital being greater than 3.0x; (b) consummation of the Repayment Event as of September 20, 2028, the Term Loan Maturity Date; (c) the Service Vested Percentage as of the applicable Determination Date being 100%; and (d) the number of shares outstanding and fully diluted shares of Common Stock being the same as they were on November 30, 2023. The Company deems these assumptions as reasonable based on currently available information for the purpose of authorizing enough shares of Common Stock for future issuance should the CFO Performance Plan vest. Any increase or decrease in the variables described above will result in the CFO Performance Plan having a different value upon vesting, if at all, which in turn would result in a different number of shares of Common Stock being issuable under the award. For example, if the price per share of Common Stock declines, the value of the CFO Performance Plan will generally decline; however, the number of shares of Common Stock issuable upon vesting would increase under certain circumstances, because the aggregate number of shares of Common Stock required to equal such award value would be higher. The Company’s stockholders may experience significant dilution resulting from the settlement of the CFO Performance Plan and/or the concurrent settlement of the other Executive Performance Plans, if any. However, there can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the CFO Performance Plan.

  52. Number of Shares of Common Stock Issuable Upon Vesting

    While we currently believe that the amount of shares of Common Stock that the Company’s stockholders are being asked to authorize the Company to issue under the CFO Performance Plan approximates the maximum number of shares of Common Stock, as calculated in consultation with our independent compensation consultant, that may be issuable under the plan upon the satisfaction of both the performance- and service-based vesting conditions, if at all, it is possible that future events, including future dilutive issuances of shares of Common Stock or other instruments or securities exchangeable or exercisable for, or convertible into, shares of Common Stock in public offerings or private placements, a sustained decline in the trading price per share of our Common Stock or a significant modification to the terms of the Term Loan, could result in an insufficient number of shares of Common Stock being authorized for issuance under the CFO Performance Plan. If the number of shares of Common Stock that the Company is authorized to issue under the CFO Performance Plan or the Amended and Restated Certificate of Incorporation is not sufficient to satisfy the number of shares of Common Stock issuable to our Chief Financial Officer upon the satisfaction of both the performance- and service-based vesting conditions under the CFO Performance Plan, we may either (i) seek further approval of the Company’s stockholders to increase the number of shares of Common Stock authorized for issuance under the CFO Performance Plan or Amended and Restated Certificate of Incorporation, as applicable, that we then believe are necessary to satisfy our obligation to issue shares of Common Stock under the CFO Performance Plan, or (ii) satisfy our obligations under the CFO Performance Plan by paying cash to our Chief Financial Officer. Any further approval of the Company’s stockholders would require us to comply with the applicable provisions of our Organizational Documents, the Delaware General Corporation Law, and the applicable rules of the SEC, NYSE or other applicable national securities exchange or inter-dealer quotation system on which our Common Stock is then listed. If at the Annual Meeting, the Company’s stockholders approve the CFO Performance Plan and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, the Company presently intends to ensure that enough shares of Common Stock remain reserved and available for issuance under the Amended and Restated Certificate of Incorporation to complete any issuance of shares of Common Stock pursuant to the CFO Performance Plan, together with the issuance of any other shares of Common Stock that the Company may be obligated to reserve for future issuance under the terms of any applicable equity incentive plan, warrants or other securities that are convertible or exchangeable into or exercisable for shares of Common Stock, or pursuant to any other agreement to which the Company or its subsidiaries is a party. Although the terms of the Amended and Restated 2021 LTIP incorporated into the CFO Performance Plan specify conditions under which unvested shares under the CFO Performance Plan may become available for later grant or issuance, it is the Company’s present intention that if the CFO Performance Plan is forfeited, expires or otherwise terminates, in whole or in part, without having vested, no unvested shares of Common Stock will be issued to our Chief Financial Officer under the CFO Performance Plan and such unvested shares will not become available for later grant or issuance thereunder.

  53. Change of Control Provisions

    Change of Control Provisions Pursuant to the CFO Performance Plan, if a Change of Control (as defined for purposes of this Proposal No. 6) occurs prior to any Determination Date, the date of the consummation of the Change of Control will be deemed a Repayment Event and the Final Determination Date, and the Service Vested Percentage will be 100% upon the consummation of such Change of Control. In addition, if a Change of Control is consummated within six months following the termination of our Chief Financial Officer’s employment for any reason other than for Cause (as defined in the Amended and Restated 2021 LTIP), he will become 100% vested as of the date of the Change of Control. Under the CFO Performance Plan, “Change of Control” means the occurrence of any one of the following events on or after the grant date of the CFO Performance Plan and on or before the final Determination Date:

  54. Change of Control Provisions

    | • | the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more (on a fully diluted basis) of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that neither the consummation of the acquisition of the Company described in clauses (A) or (B) above by any Lender or any affiliate or subsidiary of a Lender nor the consummation of the acquisition of the Company described in clauses (A) or (B) above by any employee benefit plan (or related trust) sponsored or maintained by any Lender or any affiliate or subsidiary of a Lender will constitute a Change of Control; |

  55. Change of Control Provisions

    | • | the consummation of a reorganization, merger or consolidation of the Company or any direct or indirect subsidiary of the Company under which a majority of shares of Common Stock would be converted into or exercised for cash or securities of any other corporation or entity, or sale or other disposition of all or substantially all of the Company’s assets or equity securities; |

  56. Change of Control Provisions

    | • | the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company (other than an exchange in connection with a dissolution, insolvency or bankruptcy); or |

  57. Change of Control Provisions

    | • | the individuals who served on the Board as of the grant date of the CFO Performance Plan thereafter cease to constitute at least a majority thereof; provided, however, that any person becoming a member of the Board subsequent to the grant date of the CFO Performance Plan and whose election or nomination was approved by a vote of at least two-thirds of the directors who then comprised the Board immediately prior to such vote will be considered a member of the Board on the grant date of the CFO Performance Plan. |

  58. Change of Control Provisions

    Adjustments for Stock Dividends, Stock Splits, Etc. The CFO Performance Plan requires the Administrator to make any appropriate adjustments to the CFO Performance Plan and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events, including, but not limited to, appropriate adjustments to the number, class and price of shares under the CFO Performance Plan. See “Proposal No. 7—Implementation of the Reverse Stock Split—Effect on Equity Compensation Arrangements and Warrants” in this Proxy Statement for more information about the treatment of the CFO Performance Plan in the event the stockholders approve Proposal No. 7 at the Annual Meeting and the Board, in its discretion, subsequently decides to effect the Reverse Stock Split and Authorized Share Reduction.

  59. Types of Awards

    Types of Awards Although the terms of the Amended and Restated 2021 LTIP incorporated into the CFO Performance Plan permit the Administrator to grant awards of stock options, restricted stock, restricted stock units, stock appreciation rights, other stock-based awards, performance awards or cash awards, the CFO Performance Plan is a one-time award in lieu of future annual equity compensation grants and does not constitute a promise of future grants. The CFO Performance Plan does not obligate the Company to issue any future grants to our Chief Financial Officer.

  60. Minimum Vesting Condition for Awards

    Minimum Vesting Condition for Awards The terms of the Amended and Restated 2021 LTIP incorporated into the CFO Performance Plan require that any grant or award thereunder have a minimum restriction, vesting and/or performance period, as applicable, of no less than one year after the grant date; provided, that the Compensation Committee, in its sole discretion, would be permitted to designate up to 5% of the shares available for issuance under the CFO Performance Plan as not being subject to such requirement.

  61. Dividend and Dividend Equivalent Rights

    Dividend and Dividend Equivalent Rights The CFO Performance Plan does not permit dividends or dividend equivalents to be paid or settled on unearned and unvested equity awards. The U.S. federal income tax consequences to Wheels Up and our Chief Financial Officer with respect to the CFO Performance Plan are substantially identical to the consequences described under “Proposal No. 4—Amendment to Amended and Restated Wheels Up Experience Inc. 2021 Long-Term Incentive Plan—Summary of the Amended and Restated 2021 LTIP—U.S. Federal Income Tax Consequences of Awards” under the subheadings “Restricted Stock Units” and “Section 409A”, which are incorporated by reference herein. The summary incorporated by reference herein does not purport to be legal or tax advice. The U.S. federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon their individual circumstances. Tax consequences for any particular individual may be different. If both the performance- and service-based vesting conditions under the CFO Performance Plan are satisfied prior to forfeiture, if at all, any issuance of shares of Common Stock or cash payment under such award may result in excise taxes pursuant to Sections 280G or 4999 of the Internal Revenue Code being owed by Mr. Verkamp as a result of such issuance or payment. The Company is not liable for the payment of any excise taxes pursuant to Sections 280G or 4999 of the Internal Revenue Code (including any “gross-up”) that may be incurred by our Chief Financial Officer upon vesting of the CFO Performance Plan, if at all. As of the Record Date, only our Chief Financial Officer had an outstanding equity award under the CFO Performance Plan. We are requesting that the Company’s stockholders approve the CFO Performance Plan as a standalone employee benefit plan, and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all. The CFO Performance Plan was granted on March 31, 2025. As reflected in the table below, no shares of Common Stock vested or were issuable thereunder as of December 31, 2024.

  62. Implementation of the Reverse Stock Split

    | • | WUP Profits Interests and WUP Stock Options — The hurdle amounts for any outstanding WUP profits interests and per share exercise price of any outstanding WUP stock options prior to the effectiveness of the Reverse Stock Split would be increased proportionately by the inverse of the Reverse Stock Split Ratio, and the number of shares issuable under outstanding WUP profits interests and WUP stock options would be reduced proportionately by the Reverse Stock Split Ratio; |

  63. Implementation of the Reverse Stock Split

    | • | PSUs, RSUs and Other Equity-Based Awards — The number of shares issuable under outstanding PSUs, RSUs and all other outstanding equity-based awards, which generally list a maximum or target number of shares of Common Stock to be issued upon settlement, exercise or exchange, as applicable, prior to the effectiveness of the Reverse Stock Split would be reduced proportionately by the Reverse Stock Split Ratio and any applicable market-based performance metrics for any PSUs or other equity awards would be adjusted accordingly; |

  64. Implementation of the Reverse Stock Split

    | • | Shares Available for Issuance under Equity Incentive Plans — The number of shares of Common Stock authorized for future issuance under our equity incentive plans, including the Executive Performance Plans, prior to the effectiveness of the Reverse Stock Split would be proportionately reduced by the Reverse Stock Split Ratio and other similar adjustments would be made to the number of shares of Common Stock authorized for issuance under our equity incentive plans to reflect the Reverse Stock Split (including under the Amended and Restated 2021 LTIP and/or the LTIP Amendment, CCO Performance Plan and CFO Performance Plan, in each case if approved by our stockholders at the Annual Meeting); and |

  65. Former Delta Investor Rights Letter

    Former Delta Investor Rights Letter On February 1, 2021, we entered into an Investor Rights Letter with Delta (the “Delta Rights Letter”), pursuant to which WUP provided Delta with certain governance rights relating to Wheels Up following the consummation of the Business Combination. The Delta Rights Letter became effective upon the closing of the Business Combination and was terminated on September 20, 2023 upon the Company and Delta entering into the Investor Rights Agreement. Pursuant to the Delta Rights Letter, subject to certain conditions, Delta was entitled to designate two members of the Board beginning at the closing of the Business Combination, with one individual to serve as a Class I director and the other to serve as a Class III director. Directors designated by Delta pursuant to the Delta Rights Letter did not receive any compensation for their service as directors. The Delta Rights Letter specified certain Common Stock ownership thresholds that had to be maintained in order to continue to have the right to nominate (or appoint, if applicable) one or more directors to the Board. In addition, the Delta Rights Letter included certain rights in favor of Delta related to, among others, any issuance of equity or equity-linked securities by the Company to certain domestic commercial air carriers and, subject to meeting a specified Common Stock ownership threshold, consultation with Delta in hiring or terminating the employment of certain senior employees with responsibility for flight operations, safety, maintenance and quality control.

  66. Equity Awards

    Equity Awards Each Eligible Director is eligible to receive an annual award of RSUs having an aggregate fair market value (as determined in accordance with the Amended and Restated 2021 LTIP) of $175,000 as of the grant date. RSUs granted to our directors generally vest in full by the date of the next annual meeting of stockholders. The Board, in its discretion, may approve a grant of RSUs for any newly appointed Eligible Director, which grant will be prorated for any partial year of service. The Company and the Board elected to forego grants of equity incentive awards during 2023, but in January 2024, the Board approved cumulative “catch-up” grants of RSUs to each of Messrs. Adelman, Armstrong and Moak in connection with their service as directors during the 2023-2024 Board service year, which vested in full as of the Company’s 2024 annual meeting of stockholders.

  67. Board Aircraft Services

    | 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, 2024: | | | | | | Timothy Armstrong(4) | 50,000 | 500,928 | 189,322 | 740,250 | | Alain Bellemare(5) | — | — | — | — | | Adam Cantor(5) | — | — | — | — | | Andrew Davis(5) | — | — | — | — | | Dwight James(5) | — | — | — | — | | Daniel Janki(5) | — | — | — | — | | Thomas Klein(5)(6) | — | — | — | — | | Zachary Lazar(5) | — | — | — | — | | Lee Moak(7) | 60,000 | 397,345 | 153,988 | 611,333 | | Gregory Summe(6)(8) | — | 186,775 | 41,139 | 227,914 | | Adam Zirkin(5) | — | — | — | — | | Former Directors that Served on the Board During 2024: | | | | | | David Adelman(6) | 9,167 | 500,928(9) | 76,373 | 586,468 | | Jeffrey Nedelman(5)(6) | — | — | — | — |

  68. Board Aircraft Services

    | (2) Represents the aggregate grant date fair value of RSUs granted under the Amended and Restated 2021 LTIP, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”) and using the assumptions contained in Note 11, Stockholders’ Equity and Equity-Based Compensation of the Notes to Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in our 2024 Form 10-K. The Company and the Board elected to forego grants of equity incentive awards during 2023. In January 2024, the Board approved cumulative “catch-up” grants of RSUs under the Amended and Restated 2021 LTIP to each of Messrs. Adelman, Armstrong and Moak corresponding to the period of their service as directors during the 2023-2024 Board service year, which vested in full as of the Company’s 2024 annual meeting of stockholders. In June 2024, the Board approved grants of RSUs under the Amended and Restated 2021 LTIP to each of Messrs. Adelman, Armstrong and Moak in connection with their service as directors during the 2024-2025 Board service year, which will vest, subject to the director’s continued service to the Company, in four equal quarterly installments on each of September 6, 2024, December 6, 2024, March 6, 2025 and June 6, 2025. The grant of RSUs to Mr. Summe upon joining the Board in 2024 is described in footnote 8 below. |

  69. Board Aircraft Services

    | (4) As of December 31, 2024, unvested equity incentive awards granted to Mr. Armstrong consisted of 43,533 RSUs granted on June 6, 2024 under the Amended and Restated 2021 LTIP, of which 21,766 RSUs vested on March 6, 2025 and the remaining 21,767 RSUs are scheduled to vest on June 6, 2025, subject to continued service through such vesting date. |

  70. Board Aircraft Services

    | (7) As of December 31, 2024, unvested equity incentive awards granted to Mr. Moak consisted of 43,533 RSUs granted on June 6, 2024 under the Amended and Restated 2021 LTIP, of which 21,766 RSUs vested on March 6, 2025 and the remaining 21,767 RSUs are scheduled to vest on June 6, 2025, subject to continued service through such vesting date. |

  71. Board Aircraft Services

    | (8) The Board approved a prorated grant of RSUs under the Amended and Restated 2021 LTIP to Mr. Summe following his appointment to the Board in August 2024, a portion of which were awarded in lieu of Mr. Summe’s prorated annual cash retainer for the remainder of the 2024-2025 Board service year. As of December 31, 2024, unvested equity incentive awards granted to Mr. Summe consisted of 58,459 RSUs granted on September 11, 2024 under the Amended and Restated 2021 LTIP, of which 29,229 RSUs vested on March 6, 2025 and the remaining 29,230 RSUs are scheduled to vest on June 6, 2025, subject to continued service through such vesting date. |

  72. Board Aircraft Services

    | (9) Mr. Adelman forfeited all unvested RSUs upon his resignation from the Board on August 7, 2024, which included 87,865 unvested RSUs granted on June 6, 2024 under the Amended and Restated 2021 LTIP with a grant date fair value of $175,001 as calculated in accordance with ASC 718. |

  73. 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, including, upon the request of the Compensation Committee and management, providing analysis of peer compensation structures and benchmarking, and making recommendations on the amount or form of executive and director compensation for the Compensation Committee to consider when making compensation decisions. 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, 2024 and 2023.

  74. The Role of Our Compensation Consultant

    | Name and principal position | Year | Salary ($)(1) | Bonus ($) | Stock awards ($)(2) | Option awards ($) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | George Mattson, Chief Executive Officer and Director | | | | | | | | | | | 2024 | 625,000 | — | — | — | 850,000 | 92,560 | 1,567,560 | | | 2023 | 144,231 | — | 148,400,000(5) | — | 188,599 | 246,023 | 148,978,853(6) | | David Harvey, Chief Commercial Officer(7) | | | | | | | | | | | 2024 | 342,789 | — | 43,900,000(5) | — | 419,750 | 209,208 | 44,871,747(8) | | Mark Briffa, EVP, Charter & CEO of Air Partner | | | | | | | | | | | 2024 | 564,800 | — | 1,829,848 | — | 406,569(9) | 66,364 | 2,867,580 | | | 2023 | 525,061 | — | 476,702 | — | 450,000 | 63,007 | 1,514,770 | | Todd Smith, Former Chief Financial Officer | | | | | | | | | | | 2024 | 432,635 | 200,000(10) | 50,900,000(5) | — | — | 166,576 | 51,699,211(11) | | | 2023 | 657,116 | — | 2,884,410 | — | 700,000 | 173,230 | 4,414,756 |

  75. Potential Payments Under Employment Agreements and Offer Letters

    Potential Payments Under Employment Agreements and Offer Letters We have entered into employment agreements or offer letters with all of our current named executive officers. The employment agreements or offer letters with certain of the named executive officers provide for certain severance payments and benefits upon a termination by Wheels Up without “Cause,” by the named executive officer for “Good Reason” or due to death or “Disability” (as each such term is defined in the applicable employment agreement or offer letter). For more information regarding these severance payments and benefits, see “Narrative to the Summary Compensation Table—Employment Agreements and Offer Letters of Current Named Executive Officers” and “Narrative to the Summary Compensation Table—Contractual Arrangements with Former Named Executive Officers” above.

  76. Potential Payments Under Equity Incentive Plans and Award Agreements

    Potential Payments Under Equity Incentive Plans and Award Agreements As of December 31, 2024, certain of our current named executive officers had outstanding unvested PSUs and RSUs under the Amended and Restated 2021 LTIP and unvested shares of Common Stock under the CEO Performance Plan and CCO Performance Plan. Such awards granted under our equity incentive plans may vest or be forfeited, in whole or in part, under various termination of employment scenarios, including in connection with a change of control. In addition, we may extend the period during which any vested options under the WUP Option Plan may be exercised after separation. Eligibility for vesting of unvested awards granted under our equity incentive plans are triggered by certain events. The terms “Cause,” “Change of Control,” “Disability” and “Good Reason,” as they apply to our current named executive officers under the Amended and Restated 2021 LTIP and the applicable award agreements thereunder, and CEO Performance Plan and CCO Performance Plan, may result in varying treatment of such awards in a termination of service scenario versus the treatment prescribed by a named executive officer’s employment agreement or offer letter, or the Severance Guidelines (as described below). In such cases, the Board and Compensation Committee may exercise their discretion, to the extent permitted under the applicable equity incentive plan, to direct an alternate treatment of such awards upon a termination of service.

  77. Potential Payments Under Executive Severance Guidelines

    Potential Payments Under Executive Severance Guidelines The Compensation Committee has approved the Executive Severance Guidelines (the “Severance Guidelines”) to provide for certain treatment under certain termination of service scenarios for our executive officers. The Compensation Committee uses the Severance Guidelines to determine payments of base salary and annual incentive bonuses, as well as the acceleration of unvested equity incentive awards, when determining the separation package for a named executive officer, subject to change from time to time. To the extent they are not less favorable than the terms of a named executive officer’s employment agreement or offer letter, the Severance Guidelines provide the benefits described in the table below for our Chief Executive Officer and our other named executive officers, who are generally entitled to receive benefits if terminated by the Company without “Cause” or if the named executive officer resigns for “Good Reason” (as defined below), or in the event of a “Change in Control” (as defined below):

  78. Potential Payments Under Executive Severance Guidelines

    | Principal Position | Term of Service | Base Salary | Annual Incentive Bonus | COBRA Continuation | Acceleration of Unvested Equity Incentive Awards (including options) | Extension of Exercise Period for Vested Options Post- Separation | Post- Separation Flight Hours | | Chief Executive Officer | Any | 52 weeks | 52 weeks | 12 months | 12 months | 5 years | Annual Allocation or Cash Payout | | Other Named Executive Officers | ≥ 1 year | 36 weeks | Minimum of 36 weeks, prorated to 52 weeks | 6 months | 6 months | 5 years | Annual Allocation or Cash Payout | | | < 1 year | 26 weeks | Minimum of 26 weeks, prorated to 52 weeks | 6 months | 6 months | 5 years | Annual Allocation or Cash Payout |

  79. Potential Payments Under Executive Severance Guidelines

    The Severance Guidelines provide that the payments, vestings and allocations described above will occur as follows: (i) a base salary payment will be paid in a lump sum upon separation; (ii) any annual incentive bonuses will be paid when the Company pays annual incentive bonuses to similarly situated senior executives of the Company and will be determined based on the satisfaction of performance metrics for management bonuses generally established by the Board each year relative to targets; (iii) if the executive officer elects to enroll in COBRA benefits, the Company will reimburse applicable premiums and administrative fees for up to the applicable continuation period indicated in the table above; (iv) equity incentive awards scheduled to vest during the period after separation indicated in the table above will vest promptly after departure; (v) the exercise period for any outstanding vested stock options, including stock options that were subject to accelerated vesting upon departure, will be extended for five years after the date of separation; and (vi) final post-separation flight hours will be granted quarterly or annually, as applicable, for the termination year in an amount equal to the number of hours for which the executive officer was eligible in the year of termination or at the option of the employee, it may convert current flight hour outstanding balance and remaining annual flight hour award to a cash payment. The Severance Guidelines utilize the definition of “Cause” in each named executive officer’s employment agreement or offer letter. To the extent not otherwise defined in the named executive officer’s employment agreement or offer letter, under the Severance Guidelines:

  80. Potential Payments Under Executive Severance Guidelines

    | • | “Good Reason” means, (i) a material breach by the Company of any material covenant or provision of the named executive officer’s employment agreement or offer letter, or there is a breach of any option agreement by WUP that materially affects named executive officer’s rights or benefits with respect to the option or any other equity award subsequently granted to the named executive officer; (ii) any involuntary change in the named executive officer’s title or reporting relationships except as permitted hereunder or any involuntary material diminution in the named executive officer’s material duties, authorities or responsibilities; or (iii) a reduction by the Company in the base salary or a reduction in the named executive officer’s target bonus as provided under the named executive officer’s employment agreement or offer letter, except in circumstances where such reduction was due to unforeseen circumstances and such reduction was applied to all individuals at the named executive officer’s level, in each case subject to the satisfaction of certain notice procedures and Company cure periods; and |

  81. Potential Payments Under Executive Severance Guidelines

    | • | “Change in Control” means the earliest to occur of: (i) the purchase or other acquisition of outstanding shares of the Company’s capital stock by any entity, person or group of beneficial ownership, as that term is defined in Rule 13d-3 under the Exchange Act |

  82. Potential Payments Under Executive Severance Guidelines

    (other than the Company or one of its affiliates or employee benefit plans), in one or more transactions, such that the holder, as a result of such acquisition, now owns more than 50% of the outstanding capital stock of the Company entitled to vote for the election of directors; (ii) the completion by any entity, person or group (other than the Company or one of its affiliates or employee benefit plans) of a tender offer or an exchange offer for more than 50% of the outstanding voting stock of the Company entitled to vote for the election of directors; (iii) the effective time of (a) a merger or consolidation of the Company with one or more corporations as a result of which the holders of the outstanding voting stock of the Company entitled to vote for the election of directors immediately prior to such merger or consolidation hold less than 50% of the outstanding voting stock of the Company entitled to vote for the election of directors of the surviving or resulting corporation immediately after such merger or consolidation, or (b) a transfer of all or substantially all of the property or assets of the Company, other than to an entity of which the Company owns at least 80% of the outstanding voting stock of the Company entitled to vote for the election of directors; and (iv) the election to the Board, without the recommendation or approval of the incumbent Board, of directors constituting a majority of the number of directors of the Company then in office, provided that any person who becomes a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this section, considered as though such person was a member of the incumbent Board. The Severance Guidelines will apply in the event of a Change in Control only if (i) the Change in Control is consummated and (ii) the executive officer is terminated by the successor company in the 12 months after the Change in Control. In such case, all of the executive officer’s unvested equity awards will vest upon departure and the executive officer is entitled to receive (a) one additional year of base salary and annual incentive bonus as severance payments, and (b) accelerated vesting of all unvested equity incentive awards. The terms of our named executive officers’ employment agreements and offer letters may contain additional or different terms that apply in such scenarios. In addition to, or in lieu of, any terms applicable to a named executive officer under an employment agreement or offer letter, our equity incentive plans or the Severance Guidelines, the Compensation Committee and the Board have the discretion to provide for alternate compensation or severance arrangements with named executive officers in connection with their separation of employment. These compensation or severance arrangements may include, but are not limited to, cash compensation in lieu of salary, bonus or other compensable payments for a period of time after separation of employment, accelerated vesting of outstanding unvested equity awards, the extension of the exercise period for stock options, the allocation of flight hours on Company aircraft and/or post-separation consulting arrangements. Because any such compensation or severance arrangements are not pursuant to the terms of any outstanding contract, arrangement or plan covering such named executive officer, no named executive officer is entitled to such payments unless approved by the Compensation Committee and agreed to in writing by the Company.

  83. Other Potential Payments or Benefits

    Other Potential Payments or Benefits In addition, under certain circumstances, our named executive officers may be entitled to receive, or elect to receive, certain benefits or payments that are generally available to all Wheels Up employees on a non-discriminatory basis, such as payment of retirement, disability and death benefits. We have not provided information for such applicable contracts, agreements, plans or arrangements, because they are available generally to all employees and do not discriminate in scope, terms or operation, in favor of our named executive officers. Equity Compensation Plan Information The following table provides information on our equity compensation plans as of December 31, 2024:

  84. Other Potential Payments or Benefits

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by security holders(1) | 84,313,292(2) | $100.00(3) | 16,455,190(4) | | Equity compensation plans not approved by security holders(5) | 825,727(6) | $74.21(7) | — | | Total | 85,139,019(2)(5) | $76.40(3)(7) | 16,455,190(4) |

  85. Other Potential Payments or Benefits

    | (1) Consists of the Amended and Restated 2021 LTIP and CEO Performance Plan. The above table excludes shares issuable under the CCO Performance Plan and CFO Performance Plan, as no shares of Common Stock were authorized for issuance under such awards as of December 31, 2024. |

  86. Other Potential Payments or Benefits

    | (2) Consists of (i) 11,236,560 PSUs and RSUs that may be settled into a maximum of 11,236,560 shares of Common Stock under the Amended and Restated 2021 LTIP (assuming vesting at 100% of target for outstanding PSUs), (ii) 76,732 stock options to purchase up to 76,732 shares of Common Stock granted under the Amended and Restated 2021 LTIP, and (iii) 73,000,000 shares of Common Stock under the CEO Performance Plan that have been authorized by the Company’s stockholders for issuance thereunder, subject to the satisfaction of both the performance- and service-based vesting conditions under the CEO Performance Plan, if at all. |

  87. Other Potential Payments or Benefits

    | (3) Reflects the weighted-average exercise price of outstanding stock options under the Amended and Restated 2021 LTIP as of December 31, 2024. The calculation of the weighted-average exercise price does not include outstanding equity awards that are received or exercised for no consideration. As of December 31, 2024, the weighted average remaining contractual term of outstanding and exercisable stock options under the Amended and Restated 2021 LTIP was approximately 2.9 years. |

  88. Other Potential Payments or Benefits

    | (4) Excludes (i) the additional 30,000,000 shares of Common Stock pursuant to the LTIP Amendment, (ii) the 15,000,000 shares of Common Stock potentially issuable upon vesting, if at all, under the CCO Performance Plan and (iii) 12,000,000 shares of Common Stock potentially issuable upon vesting, if at all, under the CFO Performance Plan, in each case that the Company’s stockholders are being requested to approve for issuance under the applicable plan at the Annual Meeting. |

  89. Other Potential Payments or Benefits

    | (5) Consists of the WUP Option Plan. All awards made under the WUP Option Plan were made prior to the closing of, and were assumed by the Company in connection with, the Business Combination. No further awards may be made under the WUP Option Plan. |

  90. Other Potential Payments or Benefits

    | (6) Consists of 825,727 stock options to purchase up to 825,727 shares of Common Stock under the WUP Option Plan. |

  91. Other Potential Payments or Benefits

    | (7) Reflects the weighted-average exercise price of outstanding stock options under the WUP Option Plan as of December 31, 2024. The calculation of the weighted-average exercise price does not include outstanding equity awards that are received or exercised for no consideration. As of December 31, 2024, the weighted average remaining contractual term of outstanding and exercisable stock options under the WUP Option Plan was approximately 4.2 years, and the weighted average remaining contractual term of outstanding and exercisable stock options under both the Amended and Restated 2021 LTIP and WUP Option Plan was approximately 4.1 years. |

  92. Other Potential Payments or Benefits

    For descriptions of the Company’s equity compensation plans, see Note 11, Stockholders’ Equity and Equity-Based Compensation of the Notes to Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in our 2024 Form 10-K. Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and the Company’s financial performance.

  93. 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 years ended December 31, 2024, 2023 and 2022, as well as total stockholder return (“TSR”) and Net income (loss) 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 upon the satisfaction of certain performance- and/or service-based vesting conditions. As a result, the dollar amounts reflected do not fully represent the actual final amount of compensation earned or actually paid to persons who served as our PEO or non-PEO NEOs during the applicable years. With respect to CAP to Mr. Mattson for 2024 and 2023 and average CAP to our non-PEO NEOs for 2024, the price per share of our Common Stock is a significant driver of fluctuations in the fair value and ultimate payout under our equity incentive plans, including the CEO Performance Plan granted to Mr. Mattson, who served as our PEO for 2024 and 2023, and the CCO Performance Plan granted to Mr. Harvey and the Forfeited CFO Performance Plan granted to Mr. Smith, each of whom were non-PEO NEOs for 2024. As a result, volatility in the price per share of our Common Stock has, and is expected to significantly impact CAP so long as such equity incentive rewards remain outstanding.

  94. 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) | | 2024 | $— | $— | $1,567,560 | $— | $— | $(109,432,440) | $33,146,179 | $9,497,264 | $3.56 | $(339.6) | | 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) |

  95. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (1) No amount is shown for 2024, because Mr. Dichter did not serve as PEO at any point during such period. For 2023 and 2022, 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. |

  96. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (2) No amounts are shown for 2024 and 2022, because Mr. Smith did not serve as PEO at any point during such periods. 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. Amounts for 2024 and 2022 for Mr. Smith, who after his service as our PEO for a portion of 2023 continued to serve as Chief Financial Officer from October 2, 2023 to September 6, 2024 and is a non-PEO NEO for 2024, are included in the averages reported in columns titled “Average Summary Compensation Table Total for non-PEO NEOs” and “Average Compensation Actually Paid to non-PEO NEOs.” |

  97. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (3) For 2024 and 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, because Mr. Mattson did not serve as PEO at any point during such period. |

  98. 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. No amounts are shown for 2024, because Mr. Dichter did not serve as PEO at any point during such period. The adjustments made to total compensation for 2023 and 2022 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. |

  99. 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 ($)(b) | | CAP Total ($) | | 2024 | $— | — | $— | + | $— | = | $— | | 2023 | $5,612,604 | — | $— | + | $(3,306,977) | = | $2,305,627 | | 2022 | $8,650,754 | — | $3,595,000 | + | $(16,660,976) | = | $(11,605,222) |

  100. 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 set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 24, 2024, for 2023 and 2022 for Mr. Dichter. |

  101. 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. No amounts are shown for 2024, because Mr. Dichter did not serve as PEO at any point during such period. |

  102. 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 ($) | | Fair Value of Equity for CAP ($) | | 2024 | $— | + | $— | + | $— | + | $ — | + | $ — | + | $ — | — | $— | = | $— | | 2023 | $— | + | $— | + | $(840,127) | + | $ — | + | $ — | + | $ — | — | $2,466,850 | = | $(3,306,977) | | 2022 | $2,039,400 | + | $(4,850,309) | + | $(13,850,067) | + | $— | + | $— | + | $— | — | $— | = | $(16,660,976) |

  103. 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. No amounts are shown for 2024 and 2022, because Mr. Smith did not serve as PEO at any point during such periods. 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. |

  104. 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 ($)(b) | | CAP Total ($) | | 2024 | $— | — | $— | + | $— | = | $— | | 2023 | $4,414,756 | — | $2,884,410 | + | $321,625 | = | $1,851,971 | | 2022 | $— | — | $— | + | $— | = | $— |

  105. 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. |

  106. 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 that the Compensation Committee determined were forfeited as of December 31, 2023 as a result of the non-achievement of certain Adjusted EBITDA (a non-GAAP financial measure) and Relative TSR vesting conditions related to one-year performance for fiscal year 2023. |

  107. 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 ($) | | Fair Value of Equity for CAP ($) | | 2024 | $— | + | $— | + | $— | + | $ — | + | $ — | + | $ — | — | $ — | = | $— | | 2023 | $1,261,112 | + | $(469,743) | + | $(469,743) | + | $ — | + | $ — | + | $ — | — | $ — | = | $321,625 | | 2022 | $— | + | $— | + | $— | + | $ — | + | $ — | + | $ — | — | $ — | = | $— |

  108. 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 2024 was $1,475,000. The adjustments made to total compensation for 2024 and 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 Plan, 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 Plan, 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 for 2023. The price per share of our Common Stock is a significant driver of fluctuations in the fair value and ultimate payout under the CEO Performance Plan granted to Mr. Mattson. As a result, volatility in the price per share of our Common Stock has, and is expected to significantly impact CAP so long as such equity incentive rewards remain outstanding. No amounts are shown for 2022, because Mr. Mattson did not serve as PEO at any point during such periods. |

  109. 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 ($)(b) | | CAP Total ($) | | 2024 | $1,567,560 | — | $— | + | $(111,000,000) | = | $(109,432,440) | | 2023 | $148,978,853 | — | $148,400,000 | + | $222,500,000 | = | $223,078,853 | | 2022 | $— | — | $— | + | $— | = | $— |

  110. 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. |

  111. 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 Plan, 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 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 for 2023, the Investor Multiple on Invested Capital will need to be greater than 6.5x. The CEO Performance Plan will vest, if at all, on or before September 20, 2028, the Term Loan Maturity Date. |

  112. 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 ($) | | Fair Value of Equity for CAP ($) | | 2024 | $— | + | $(111,000,000) | + | $ — | + | $ — | + | $ — | + | $ — | — | $ — | = | $(111,000,000) | | 2023 | $222,500,000 | + | $— | + | $ — | + | $ — | + | $ — | + | $ — | — | $ — | = | $222,500,000 | | 2022 | $— | + | $— | + | $ — | + | $ — | + | $ — | + | $ — | — | $ — | = | $— |

  113. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (7) Represents average amounts for the following non-PEO NEOs calculated for the purpose of the Summary Compensation Table for the applicable periods: (i) for 2024, David Harvey (current Chief Commercial Officer), Mark Briffa (current EVP, Charter & CEO of Air Partner) and Todd Smith (former Chief Financial Officer); (ii) for 2023, Mark Briffa (current EVP, Charter & CEO of Air Partner) and Laura Heltebran (former Chief Legal Officer); and (iii) for 2022, Todd Smith (former Chief Financial Officer), Stevens Sainte-Rose (former Chief People Officer), Lee Applbaum (former Chief Marketing Officer), Laura Heltebran (former Chief Legal Officer), Eric Jacobs (former Chief Financial Officer), Eric Cabezas (Interim Chief Financial Officer during 2024 and 2022, and current Senior Vice President, Finance), Vinayak Hegde (former President) and Jason Horowitz (former Chief Business Officer). |

  114. 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 value of average cash compensation and perquisites and other benefits paid to our non-PEO NEOs for 2024 was $862,795. 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. The price per share of our Common Stock is a significant driver of fluctuations in the fair value and ultimate payout under our equity incentive plans, including the CCO Performance Plan granted to Mr. Harvey, who was a non-PEO NEO for 2024. As a result, volatility in the price per share of our Common Stock has, and is expected to significantly impact CAP so long as such equity incentive rewards remain outstanding. |

  115. 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 ($)(b) | | CAP Total ($) | | 2024 | $33,146,179 | — | $32,209,949 | + | $8,561,034 | = | $9,497,264 | | 2023 | $1,512,416 | — | $528,196 | + | $(195,123) | = | $789,098 | | 2022 | $3,008,812 | — | $1,871,198 | + | $(739,045) | = | $398,569 |

  116. 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. |

  117. 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 that the Compensation Committee determined were forfeited as of December 31, 2024 and 2023, respectively, as a result of the non-achievement of certain vesting conditions related to completed performance periods for which vesting may not occur until after the last vesting period associated with such award, in each case subject to the non-PEO NEOs continued service to the Company through the vesting date. |

  118. 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 ($) | | Fair Value of Equity for CAP ($) | | 2024 | $8,876,616 | + | $(27,254) | + | $(15,126) | + | $ — | + | $— | + | $ — | — | $273,202 | = | $8,561,034 | | 2023 | $155,318 | + | $(192,700) | + | $(157,741) | + | $ — | + | $— | + | $ — | — | $— | = | $(195,123) | | 2022 | $341,132 | + | $(209,308) | + | $(747,408) | + | $ — | + | $191,383 | + | $ — | — | $314,844 | = | $(739,045) |

  119. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (9) Pursuant to SEC rules, the TSR amount for 2024 assumes an initial investment of $100 on December 31, 2021 through and including December 31, 2024. |

  120. 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, 2024, 2023 and 2022, as applicable. |

  121. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Relationship Between Compensation Actually Paid and Financial Performance Measures We do not currently use TSR or Net income (loss) to make compensation decisions for our PEO or non-PEO NEOs. CAP to our PEO was relatively lower in 2024 compared to 2023, primarily as a result of the grant of the CEO Performance Plan in 2023 and no grants of equity incentive awards to our PEO in 2024, as well as the decrease in the price per share of our Common Stock from December 31, 2023 to December 31, 2024, which resulted in a significant decrease in the fair value of the CEO Performance Plan. Average CAP to our non-PEO NEOs was relatively higher in 2024 compared to each of 2023 and 2022, primarily due to the grant of the CCO Performance Plan in 2024, which is a multi-year, one-time performance award granted in lieu of future equity compensation grants. Our TSR was lower in 2024 compared to 2023 and 2022. The CEO Performance Plan and CCO Performance Plan are multi-year, one-time performance awards that will vest, if at all, subject to the satisfaction of both performance- and service-based vesting conditions on or before the Term Loan Maturity Date. The price per share of our Common Stock is a significant driver of fluctuations in the fair value and ultimate payout under such plans. As a result, fluctuations in TSR attributable to volatility in the price per share of our Common Stock have, and are expected to significantly impact the value of the CEO Performance Plan and CCO Performance Plan in future periods prior to vesting or forfeiture. Relative TSR was used as a performance-based vesting condition for certain PSUs that were granted to certain of our non-PEO NEOs in the first quarter of 2023. Thereafter, we discontinued use of that measure. Such PSUs will not vest until the end of a three-year performance period, if at all, subject to continued service of the recipient through the vesting date. The Compensation Committee has determined that PSUs that used Relative TSR for the one-year performance period for 2023 and for the two-year cumulative performance period for 2023 and 2024 will not vest due to achievement below the threshold performance goals, which reduced average CAP to certain of our non-PEO NEOs that received such awards. Our Net income (loss) improved for the third straight year. Net income (loss) increased 30.3% year-over-year in 2024 despite approximately 37% lower Revenue in 2024 versus 2023. The improvement in Net income (loss) was primarily due to improvements in our operating margins as a result of measures we implemented to make our operations more efficient, our cost savings initiatives and our focus on more profitable flying. We did not use Net income (loss) as a metric when determining compensation decisions for our PEOs and non-NEO PEOs in 2024, 2023 or 2022. 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:

  122. 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; |

  123. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | each of Wheels Up’s named executive officers and directors; and |

  124. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | all executive officers and directors of Wheels Up as a group. |

  125. 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 698,874,225 shares of our Common Stock issued and outstanding (excluding any treasury stock) as of the Record Date. The number of shares of our Common Stock issued and outstanding used for 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, none of which were held of record by the persons named in the table below. 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. Unless otherwise noted, the business address of each of entity or individual listed in the table below is c/o Wheels Up Experience Inc., 2135 American Way, Chamblee, Georgia 30341.

  126. 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 | 37.7% | | CK Wheels LLC(4) | 258,169,208 | 36.9% | | Cox Investment Holdings LLC(5) | 86,056,403 | 12.3% | | Whitebox-Kore Group(6) | 62,974,681 | 9.0% | | Named Executive Officers and Directors: | | | | George Mattson | — | — | | David Harvey | — | — | | Mark Briffa(7) | 10,900 | * | | Todd Smith(8) | 228,667 | * | | Timothy Armstrong(9) | 300,882 | * | | Alain Bellemare | — | — | | Adam Cantor | — | — | | Andrew Davis | — | — | | Dwight James | — | — | | Daniel Janki | — | — | | Thomas Klein | — | — | | Zachary Lazar | — | — | | Lee Moak(10) | 108,465 | * | | Gregory Summe(11) | 87,688 | * | | Adam Zirkin | — | — | | All directors and executive officers as a group (21 persons) | 1,050,940 | * |

  127. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | * Indicates less than 1% of the outstanding shares of our Common Stock. |

  128. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (1) The number of shares of Common Stock reflected in the table above for Delta, CK Wheels and Whitebox-Kore Group (as defined below) represent gross ownership of Common Stock and do not represent the number of shares of Common Stock that such parties (or any beneficial owner that may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Exchange Act) are entitled to vote at the Annual Meeting after applying the Voting Limitations. See “Information About Wheels Up—Investor Rights Agreement” for more information. |

  129. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (2) The beneficial ownership of shares of the Company’s Common Stock as of the Record Date is based on the shares of 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 Date. For purposes of computing the percentage of outstanding shares held by each person or group named below, any |

  130. Relationship Between Compensation Actually Paid and Financial Performance Measures

    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. The percentages of outstanding Common Stock reflected in the table above for Delta, CK Wheels and Whitebox-Kore Group represent gross ownership of shares of Common Stock and do not represent the percentage of shares of Common Stock that such parties (or any beneficial owner that may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Exchange Act) are entitled to vote at the Annual Meeting after applying the Voting Limitations. See “Information About Wheels Up—Investor Rights Agreement” for more information.

  131. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (3) Based on a Schedule 13D/A filed on November 14, 2024, in which Delta reported that, as of November 13, 2024, 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. |

  132. 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. |

  133. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (5) Based on a 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. |

  134. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (6) Based on a Schedule 13G/A filed on September 23, 2024 (the “Whitebox 13G/A”), in which Whitebox Advisors LLC (“Whitebox Advisors”) reported that, as of September 13, 2024, it had shared voting power over 9,558,330 shares of Common Stock, 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/A, which reported that, as of September 13, 2024, it had shared voting power over 9,558,330 shares of Common Stock, 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. The address of both Whitebox Advisors and Whitebox General Partner is 3033 Excelsior Boulevard, Suite 500, Minneapolis, Minnesota 55416. |

  135. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Based on a Schedule 13G filed on September 23, 2024 (the “Kore 13G” and, together with the Whitebox 13G/A, the “Whitebox-Kore Group Filings”), in which Kore Advisors LP (“Kore Advisors”) reported that, as of September 13, 2024, it had shared voting power and shared dispositive power over 25,816,921 shares of Common stock and sole voting power and sole dispositive power over zero shares of Common Stock. Kore Advisors identified Kore Fund Ltd. (“Kore Fund” and, collectively with Whitebox Advisors, Whitebox General Partner and Kore Advisors, “Whitebox-Kore Group”) as a joint filer of such Schedule 13G, which reported that, as of September 13, 2024, it had shared voting power and shared dispositive power over 25,816,921 shares of Common stock and sole voting power and sole dispositive power over zero shares of Common Stock. The address of both Kore Advisors and Kore Fund is 1501 Corporate Drive, Suite 120, Boynton Beach, Florida 33426. In the Whitebox-Kore Group Filings, each of Whitebox Advisors and Kore Advisors disclosed that effective September 13, 2024, such reporting person may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Exchange Act, with, in the case of Whitebox Advisors, Kore Advisors, and in the case of Kore Advisors, each of Whitebox Advisors LLC and Whitebox General Partner LLC, and that the group formed thereby may be deemed to beneficially own, in the aggregate, 68,845,122 shares of Common Stock then representing approximately 9.87% of the shares of Common Stock outstanding. In each of the Whitebox-Kore Group Filings, each of Whitebox Advisors and Kore Advisors expressly disclaimed beneficial ownership over any shares of Common Stock that the other may be deemed to beneficially own. Pursuant to Section 6.06(a)(iii) of the Investor Rights Agreement, within five business days after the end of each calendar month through September 2025, each of Whitebox Advisors and Kore Advisors must provide the Company a monthly transaction report reflecting the aggregate number of shares of Common Stock that they transferred to third parties during the applicable calendar month in arrears. The number of shares of Common Stock reported in the table above as being beneficially owned by the Whitebox-Kore Group reflects the aggregate 68,845,122 shares of Common Stock reported as being beneficially owned by the Whitebox-Kore Group in the Whitebox-Kore Group Filings, less the aggregate number of shares of Common Stock that Whitebox Advisors and Kore Advisors reported to the Company as having been transferred to third parties as of the Record Date.

  136. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (7) For Mr. Briffa, represents 10,900 shares of Common Stock issuable upon the vesting and settlement of RSUs, which are scheduled to vest within 60 days of the Record Date. |

  137. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (8) Mr. Smith last reported having beneficially owned 417,043 shares of Common Stock and/or RSUs on a Form 4 filed with the SEC on February 27, 2024, of which 188,376 unvested RSUs and all other then outstanding unvested equity incentive awards granted to Mr. Smith were forfeited effective upon his departure from the Company on September 6, 2024. |

  138. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (9) 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) 165,937 shares of Common Stock held directly by Mr. Armstrong, (iv) 21,766 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 March 31, 2025 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. |

  139. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (10) For Mr. Moak, includes (i) 86,699 shares of Common Stock held directly by Mr. Moak, and (ii) 21,766 shares of Common Stock issuable upon the vesting and settlement of RSUs, which are scheduled to vest within 60 days of the Record Date. |

  140. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (11) For Mr. Summe, includes (i) 58,459 shares of Common Stock held directly by Mr. Summe, and (ii) 29,229 shares of Common Stock issuable upon the vesting and settlement of RSUs, which are scheduled to vest within 60 days of the Record Date. |

  141. 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 headquarters located at 2135 American Way, Chamblee, Georgia 30341. 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 2024 Form 10-K, this Proxy Statement, the proxy card or Notice of Internet Availability of Proxy Materials for the Annual Meeting 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 2026 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, 2025. If the date of the 2026 annual meeting of stockholders is more than 30 days from June 10, 2026, the deadline will be a reasonable time before we begin to print and send our proxy materials for the 2026 annual meeting of stockholders. Pursuant to our By-Laws, in order for a stockholder to present a proposal for the 2026 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 2026 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 10, 2026 and March 12, 2026. If the date of the 2026 annual meeting of stockholders is more than 30 days before or more than 60 days after June 10, 2026, 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. In addition to satisfying the requirements under our By-Laws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, no later than April 11, 2026. Any proposal or notice required to be submitted in writing as described above should be sent to the Secretary of the Company at our headquarters located at 2135 American Way, Chamblee, Georgia 30341. 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 fiscal year ended December 31, 2024 with the SEC on March 11, 2025. 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 2024 Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits to the 2024 Form 10-K. Exhibits to the 2024 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 headquarters located at 2135 American Way, Chamblee, Georgia 30341.

  142. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | By Order of the Board of Directors | | | | George Mattson | | Chief Executive Officer & Director |

  143. Relationship Between Compensation Actually Paid and Financial Performance Measures

    April 24, 2025