DEF 14A of Frontier Group Holdings, Inc., Apr 12, 2024

DEF 14A of Frontier Group Holdings, Inc.

Filed Apr 12, 2024 · FY20230001670076-24-000059

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | CEO PAY RATIO | 46 | | PAY VERSUS PERFORMANCE | 47 | | EQUITY COMPENSATION PLAN INFORMATION | 52 | | COMPENSATION RISK ASSESSMENT | 52 | | REPORT OF THE COMPENSATION COMMITTEE | 53 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 54 | | DELINQUENT SECTION 16(a) REPORTS | 55 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 56 | | MANAGEMENT SERVICES | 56 | | AUSTIN TERMINAL | 56 | | REGISTRATION RIGHTS AGREEMENT | 56 | | DIRECTOR AND OFFICER INDEMNIFICATION AND INSURANCE | 56 | | CODESHARE AGREEMENT | 56 | | OUR POLICY REGARDING RELATED PARTY TRANSACTIONS | 57 | | ADDITIONAL INFORMATION | 58 | | STOCKHOLDER PROPOSALS | 58 | | HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 58 | | SOLICITATION OF PROXIES | 58 | | 2023 ANNUAL REPORT | 58 | | OTHER MATTERS | 59 |

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  3. DIRECTOR NOMINEES

    | Name | Director Since | Independent | Audit Committee | Compensation Committee | Finance Committee | Nominating and Corporate Governance Committee | Safety and Security Committee | | Barry L. Biffle | 2017 | No | | | | | | | Brian H. Franke | 2013 | No | | | Chair | Chair | | | Robert J. Genise | 2014 | Yes | Member | | | | Chair | | Ofelia Kumpf | 2021 | Yes | | Member | | Member | |

  4. Our Board of Directors

    Our Board of Directors Our business and affairs are managed under the direction of our Board. The number of directors is fixed by our Board, subject to the terms of our amended and restated certificate of incorporation and amended and restated bylaws (“Bylaws”). Our Board currently consists of eleven directors. In accordance with our amended and restated certificate of incorporation,

  5. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS our Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, a class of directors is elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The term of the Class III directors elected at the Annual Meeting will begin at the Annual Meeting and end at our 2027 annual meeting of stockholders, or, if later, when such director’s successor has been duly elected and qualified. The following table provides certain information regarding each of our directors as of April 12, 2024.

  6. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | Name | Age | Class | Independent | Audit Committee | Compensation Committee | Finance Committee | Nominating and Corporate Governance Committee | Safety and Security Committee | | William A. Franke* | 86 | I | No | | Chair | | | | | Barry L. Biffle | 52 | III | No | | | | | | | Andrew S. Broderick | 40 | II | No | | | Member | | | | Josh T. Connor | 50 | I | Yes | | | Member | | | | Brian H. Franke | 60 | III | No | | | Chair | Chair | | | Robert J. Genise | 76 | III | Yes | Member | | | | Chair | | Bernard L. Han | 60 | II | Yes | Chair | | Member | | | | Ofelia Kumpf | 54 | III | Yes | | Member | | Member | | | Michael R. MacDonald | 72 | II | Yes | Member | | | | Member | | Patricia Salas Pineda | 72 | I | Yes | | Member | | Member | | | Alejandro D. Wolff | 67 | II | Yes | | Member | | | Member |

  7. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    *Chair of the Board

  8. Board Diversity Matrix (as of April 12, 2024)

    Board Diversity Matrix (as of April 12, 2024)

  9. Board Diversity Matrix (as of April 12, 2024)

    | Board Size: | | | | | | Total Number of Directors | 11 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 9 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | 1 | — | — | | Hispanic or Latinx | 2 | 1 | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | — | 8 | — | — | | Two or More Races or Ethnicities | — | 1 | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | — |

  10. Director Biographies

    Director Biographies

  11. Class I Directors

    Class I Directors William A. Franke has served as Chair of our Board since December 2013. Mr. Franke has served as managing partner of Indigo Partners LLC (“Indigo Partners”), a private equity fund focused on air transportation, since 2002. Mr. Franke was the chair of America West Airlines, Inc., an airline later absorbed into a predecessor of American Airlines, from 1992 to 2001 and chief executive officer of America West Airlines from 1993 to 2001. He has served as chair of the boards of directors of Wizz Air Holdings Plc (“Wizz Air”), an airline based in Europe, since February 2005, JetSMART Holdings Limited, the parent company of an airline based in South America, since February 2017, and APiJET, LLC (“APiJET”), a software company focused on providing real-time cost saving analytics to airlines, since November 2020, and previously served as chair of the board of directors of Lynx Air Holdings Corporation (“Lynx Air”), formerly Enerjet Holdco, Inc., the holding company of an airline based in Canada, from December 2018 to December 2023. Mr. Franke also served on the board of directors of Concesionaria Vuela Compañía de Aviación, S.A.B. de C.V., an airline based in Mexico doing business as “Volaris”, from July 2010 to April 2023, at which point, Mr. Franke was appointed as an honorary director without being a part of the board of directors. He previously served as chair of Spirit Airlines, Inc. from 2006 to 2013 and Tiger Aviation Pte. Ltd (“Tiger Aviation”), a Singapore-based airline, from 2004 to 2009, and as a member of the boards of directors of Alpargatas S.A.I.C., an Argentina-based footwear and textiles manufacturer, from 1996 to 2007, and Phelps Dodge Corporation, a mining company, where he served as the lead outside director for several years, from 1980 to 2007. He also previously served on a number of other boards of directors, including ON Semiconductor, Valley National Corporation, Southwest Forest Industries, Circle K Corporation, and Beringer Wine Estates Holdings, Inc. Mr. Franke holds a B.A. and an LLB from Stanford University and honorary doctorates from Northern Arizona University and the University of Montana. We believe Mr. Franke is qualified to serve on our Board due to his private equity experience in the air transportation industry, his prior directorships, his financial literacy, and his general airline and business experience. Josh T. Connor has served as a member of our Board since August 2015. Mr. Connor is the founding partner of Connor Capital SB, LLC, an investment firm founded in December 2015. Since April 2017, he has served as a managing director and co-portfolio manager of infrastructure investing at Oaktree Capital Management, an asset management firm specializing in alternative investment strategies. From October 2013 to July 2015, Mr. Connor served as a managing director and co-head of the industrials banking group at Barclays Capital Inc., an international investment bank. While at Barclays, Mr. Connor also served as global head of transportation banking from April 2011 to October 2013. Prior to joining Barclays, Mr. Connor was with Morgan Stanley, an international investment bank, for 15 years, where he served as co-head of the global transportation and infrastructure investment banking group. Mr. Connor has served on the boards of Copa Holdings SA, the parent company of Panamanian airline Copa Airlines, since January 2016, Watco Companies LLC, a transportation service company, since December 2018, and U.S. Rail & Logistics, LLC, a provider of terminal and logistics services, since June 2021. He has also served as chairman of the board of Neighborhood Property Group, LLC, a real estate investment company, since November 2020. Mr. Connor holds a B.A. in Economics from Williams College. We believe Mr. Connor is qualified to serve on our Board due to his private equity experience, his financial expertise, and general business experience. Patricia Salas Pineda has served as a member of our Board since June 2016. Ms. Pineda served as group vice president of Hispanic business strategy for Toyota Motor North America, Inc. from 2013 to October 2016. Previously, Ms. Pineda served Toyota Motor North America as group vice president, national philanthropy and the Toyota USA Foundation from 2004 until 2013. During this period, Ms. Pineda also served as general counsel and group vice president of administration from 2006 to 2008 and as group vice president of corporate communications and general counsel from 2004 to 2006. Prior to that, Ms. Pineda was vice president of legal, human resources and government relations, and corporate secretary of New United Motor Manufacturing, Inc., with which she had been associated since 1984. Ms. Pineda has served on the boards of directors of the Latino Corporate Directors Association, a non-profit organization, since January 2013, Earthjustice, an environmental non-profit organization, since August 2018, Omnicom Group Inc., a global marketing and communications company, since February 2022, and Portland General Electric Company, an electric utility, since October 2022. Ms. Pineda also currently serves as chairwoman emeritus of the Latino Corporate Directors Association. She previously served on the boards of directors of Levi Strauss & Co., an apparel maker, from January 1991 to December 2023, as well as Anna’s Linens, a specialty retailer of discounted home furnishings, Eller Media Company (now known as Clear Channel Outdoor), an outdoor advertising company, Cedars-Sinai Medical Center, and the Latino Donor Collaborative. Ms. Pineda holds a B.A. in Government from Mills College and a J.D. from Boalt Hall School of Law at the University of California, Berkeley. We believe Ms. Pineda is qualified to serve on our Board due to her expertise in governmental relations and regulatory oversight, corporate governance and human resources matters.

  12. Class II Directors

    Class II Directors Andrew S. Broderick has served as a member of our Board since January 2018. Mr. Broderick is a managing director of Indigo Partners, which he joined in July 2008. Mr. Broderick has served on the boards of directors of Volaris since April 2023, after previously serving as an alternate director since July 2010, Wizz Air since April 2019, JetSMART Airlines SpA, an airline based in Chile, since September 2018, APiJET since November 2020, and CleanJoule, Inc. (“CleanJoule”), a company focused on production of Sustainable Aviation Fuels (“SAF”), since May 2023. Additionally, he previously served on the board of directors of Lynx Air from May 2023 to December 2023. Prior to joining Indigo Partners, Mr. Broderick was employed at a macroeconomic hedge fund and a stock-option valuation firm. Mr. Broderick holds a B.S. in Economics and a B.A. in Spanish from Arizona State University and an M.B.A. from the Stanford Graduate School of Business. We believe Mr. Broderick is qualified to serve on our Board due to his experience in the airline industry, financial expertise and general and airline business experience. Bernard L. Han has served as a member of our Board since March 2014. Mr. Han served as president and chief executive officer and a member of the board of directors of Frontier Communications Corporation, a nationwide telecommunications provider, from December 2019 to April 2021. Frontier Communications filed a petition under Chapter 11 of the Bankruptcy Code in April 2020. He previously served as executive vice president of strategic planning at Dish Network Corp., a broadcast satellite service provider, from December 2015 to January 2018. Prior to that, Mr. Han served as the chief operating officer of Dish Network Corp. from April 2009 to December 2015 and as the chief financial officer of EchoStar Corporation, a global satellite services provider, from September 2006 to April 2009. He has served on the board of directors of gategroup Holding AG, a provider of airline catering and retail services, since June 2021, and previously served on the board of directors of ON Semiconductor Corporation, a semiconductor manufacturer, from March 2012 to April 2015. From 2002 to 2005, Mr. Han served as the chief financial officer and executive vice president of Northwest Airlines Corp., an airline later absorbed into Delta Air Lines, Inc. From 1996 to 2002, Mr. Han held several executive positions at America West Airlines, Inc., an airline later absorbed into American Airlines, including executive vice president and chief financial officer and senior vice president of marketing and planning. From 1988 to 1995, Mr. Han held various finance and marketing positions at Northwest Airlines Corp. and American Airlines. Mr. Han holds a B.S., M.S., and M.B.A., all from Cornell University. We believe Mr. Han is qualified to serve on our Board due to his experience in the airline industry, financial expertise and general and airline business experience. Michael R. MacDonald has served as a member of our Board since August 2016. Mr. MacDonald served as the president and chief executive officer and a member of the board of directors of DSW Inc., a footwear retailer, from April 2009 to December 2015. Prior to joining DSW, Mr. MacDonald served as chairman and chief executive officer of Shopko Stores, a retail company, from May 2006 to March 2009. Prior to that time, Mr. MacDonald held executive positions at Saks Incorporated from 1998 to 2006, most recently as chairman and chief executive officer of the Northern Department Stores Group for six years. Prior to serving in that capacity, Mr. MacDonald held executive positions at Carson Pirie Scott & Company, a regional department store company, including the position of chairman and chief executive officer. Mr. MacDonald has served as a member of the board of directors of Ulta Beauty, Inc., a beauty retailer, since 2012. Mr. MacDonald holds a B.B.A. from the University of Notre Dame and an M.B.A. from the University of Detroit. We believe Mr. MacDonald is qualified to serve on our Board due to his business experience. Alejandro D. Wolff has served as a member of our Board since July 2019. Mr. Wolff previously served as a managing director of Gryphon Partners LLC, a global advisory firm, from January 2014 to June 2016. Prior to that, Mr. Wolff spent thirty-four years with the U.S. Department of State, including posts as the U.S. Ambassador to the Republic of Chile (2010-2013) and U.S. Ambassador to the United Nations (2005-2010), before retiring in 2013 with the rank of Career Minister. Mr. Wolff has served on the boards of directors of Albemarle Corporation, a specialty chemicals company, since January 2015, and JetSMART Holdings, a low-cost air carrier based in South America, since March 2017. Mr. Wolff was previously a director of PG&E Corporation, an electric and gas utility in California, from April 2019 to June 2020, and Versum Materials, a semiconductor materials company, from October 2016 to October 2019. Mr. Wolff holds a B.A. from the University of California at Los Angeles. We believe Mr. Wolff is qualified to serve on our Board due to his expertise in governmental relations and corporate governance.

  13. Class III Directors

    Class III Directors Barry L. Biffle has served as a member of our Board since March 2017, as our Chief Executive Officer since March 2016 and as our President from July 2014 to October 2023. From July 2013 to April 2014, Mr. Biffle served as chief executive officer of VivaColombia, an airline based in Medellín, Colombia. From February 2005 to July 2013, Mr. Biffle served as chief marketing officer of Spirit Airlines, Inc, and also served as an executive vice president from 2008 to 2013. From 2003 to 2005, Mr. Biffle served as managing director of marketing at US Airways. Mr. Biffle also held other key positions in network planning, sales and marketing while at US Airways. Prior to joining US Airways, Mr. Biffle held several management positions at American Eagle Airlines, a regional airline subsidiary of American Airlines, Inc. from 1995 to 1999. Mr. Biffle holds a B.A. from the University of Alabama. We believe Mr. Biffle is qualified to serve on our Board due to his experience in the air transportation industry and his general airline and business experience. Brian H. Franke has served as a member of our Board since December 2013. Mr. Franke has been a principal of Indigo Partners since April 2004. Mr. Franke has served on the boards of directors of Volaris since July 2010, including as board chair since April 2020; several entities within the JetSMART SpA group, an airline based in South America, since March 2017; APiJET since November 2020, and Cebu Air, Inc., an airline based in the Philippines, since July 2021. He previously served on the boards of directors of Lynx Air from May 2023 to December 2023, Tiger Aviation from 2008 to 2010, and Tiger Airways Australia Pty Ltd., an Australian-based airline, from 2009 to 2010. Mr. Franke also serves on the University of Arizona Foundation board and its investment and executive committees. Mr. Franke holds a B.S. from the University of Arizona and a Masters of International Management from the Thunderbird School of Global Management. We believe Mr. Franke is qualified to serve on our Board due to his experience in the airline industry and general airline and business experience. Robert J. Genise has served as a member of our Board since March 2014. Mr. Genise has served as chairman of the board and manager of White Oak Aviation Management Services, LLC, an aircraft leasing and finance company, since January 2020. He has served on the board of directors of ALOFT AeroArchitects, formerly PATS Aircraft Systems, an aviation engineering and aircraft interiors company, since July 2014. Mr. Genise previously served as a board member of Aergen Aviation Finance Limited, a Dublin, Ireland aircraft leasing company, and served as chief executive officer of its wholly-owned subsidiary, Aergen Management Services, Inc., from 2015 to February 2019. Prior to this, Mr. Genise served as chief executive officer of DAE Capital, the aircraft leasing division of Dubai Aerospace Enterprise (DAE) Ltd., a global aerospace corporation, from 2007 to 2011. Mr. Genise was previously involved in the creation of two large aircraft leasing companies, Boullioun Aviation Services, Inc. and Singapore Aircraft Leasing Pte. Mr. Genise holds a B.A. from New York University, an M.B.A. from the University of Connecticut and a J.D. from Pace University. We believe Mr. Genise is qualified to serve on our Board due to his experience in the airline industry and general airline and business experience. Ofelia Kumpf has served as a member of our Board since July 2021. Ms. Kumpf served as Field Vice President, Long Beach Field Office for McDonald’s USA, LLC from July 2018 to August 2022. Prior to that, she served as Vice President and General Manager, Southern California Region from January 2013 to June 2018, and held a variety of other leadership positions with McDonald’s after joining in 1992. Ms. Kumpf has served on the boards of trustees of Southern California Public Radio since November 2020 and Ronald McDonald House, Westside Los Angeles since September 2022. She previously served on the board of directors of the Latino Donor Collaborative and on the board of trustees of Ronald McDonald House Charities of Southern California. Ms. Kumpf holds a B.S. from the University of Phoenix and an M.B.A. from the University of Southern California, Marshall School of Business. We believe Ms. Kumpf is qualified to serve on our Board due to her operations and business experience, including in the foodservice industry.

  14. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of our Board and ensuring that our Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. Our Nominating and Corporate Governance Committee, in recommending director candidates for election to our Board, and our Board, in nominating director candidates, is expected to consider candidates who have a high level of personal and professional integrity, strong ethics and values, and the ability to make practical and mature business judgments. In evaluating director candidates, our Nominating and Corporate Governance Committee and the Board may also consider the following criteria as well as any other factor that they deem to be relevant: •the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company; •the candidate’s experience as a board member of another publicly held company; •the candidate’s understanding of marketing, finance, and other elements relevant to the success of a publicly traded company in today’s business environment; •the candidate’s professional and academic experience relevant to our company’s industry; and •the candidate’s background, gender, age, and ethnicity. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. Although the Nominating and Corporate Governance Committee may consider whether nominees assist in achieving a mix of Board members that represents a diversity of background and experience, which is not only limited to race, gender, or national origin, we have no formal policy regarding Board diversity. The Nominating and Corporate Governance Committee will consider recommendations from our stockholders for director candidates. Stockholders should provide the recommended candidate’s name, biographical data, qualifications, and other information required by Sections 2.5 and 2.6 of our Bylaws with respect to director nominations by stockholders. The Nominating and Corporate Governance Committee acts in its discretion in making nominee recommendations to the full Board.

  15. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  16. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation The table below provides information regarding compensation we paid to our non-employee directors in 2023. Barry L. Biffle, our Chief Executive Officer, is not included in the table because he is an employee and receives no compensation for his service as a member of the Board.

  17. 2023 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total(2) ($) | | Josh T. Connor | 96,014 | 140,000 | 236,014 | | Brian H. Franke | 136,014 | 140,000 | 276,014 | | William A. Franke | 116,014 | 140,000 | 256,014 | | Andrew S. Broderick | 96,014 | 140,000 | 236,014 | | Robert J. Genise | 116,014 | 140,000 | 256,014 | | Bernard L. Han | 121,014 | 140,000 | 261,014 | | Ofelia Kumpf | 96,014 | 140,000 | 236,014 | | Patricia Salas Pineda | 96,014 | 140,000 | 236,014 | | Michael R. MacDonald | 96,014 | 140,000 | 236,014 | | Alejandro D. Wolff | 96,014 | 140,000 | 236,014 |

  18. 2023 Non-Employee Director Compensation

    (1)Amounts shown represent the grant date fair value of RSUs granted during fiscal year 2023 as calculated in accordance with ASC Topic 718. See Note 10 to the financial statements included in our 2023 Annual Report for the assumptions used in calculating this amount. On May 25, 2023, each non-employee director received an annual grant of 17,722 RSUs that, in each case, will vest in full on May 23, 2024, subject to continued service. No other equity awards were made to our non-employee directors during 2023. As of December 31, 2023, each non-employee director held 17,722 RSUs and no other equity awards. (2)Consistent with SEC rules, we have not disclosed perquisites and other personal benefits where the aggregate incremental cost of such compensation was less than $10,000.

  19. DIRECTOR COMPENSATION (continued)

    DIRECTOR COMPENSATION (continued)

  20. Performance-Based Cash Incentives

    Performance-Based Cash Incentives As a cornerstone of our compensation policy, we aim to create a direct correlation between the executive’s role and responsibilities and the ability to earn variable pay. We provide cash bonuses to reward and incentivize superior individual and business performance, resulting in a performance-based organizational culture. Our performance-based cash incentive plans are designed to reward our executives for innovation and motivate them to achieve both corporate targets and individual goals, thereby tying the executives’ goals and interests to those of us and our stockholders. Each of our NEOs was eligible for performance-based cash incentives under our fiscal year 2023 Management Bonus Plan (the “Management Bonus Plan”). The Management Bonus Plan is reviewed and approved annually by our Compensation Committee. The determination of the amount of bonuses paid to our NEOs generally reflects a number of considerations, including our costs and revenues among other corporate targets and, when relevant, individual targets. The formula used to calculate a participating executive’s performance-based bonus amount is the sum of the amount calculated for each performance goal, which is found by multiplying the overall target bonus opportunity times the weighting for such performance goal times the achievement level for such performance goal. Our Compensation Committee expresses each executive’s target bonus opportunity as a percentage of base salary earned for the year. Our Compensation Committee did not follow a formula but rather used the factors as general background information prior to determining the target bonus opportunity rates for our NEOs. Our Compensation Committee set these rates based on each NEO’s experience in his role with us and the level of responsibility held by each NEO, which our Compensation Committee believes directly correlates to his ability to influence corporate results. For fiscal year 2023, based on market data provided by Willis Towers Watson, our Compensation Committee utilized target bonus opportunities as a percentage of base salary of 125% for Mr. Biffle, 92% for Mr. Dempsey, 70% for Mr. Diamond, 55% for Mr. Mitchell, and 65% for Messrs. Stedke and Khanna. Other than in the case of promotions, described below, our named executive officers’ target bonus opportunities remained at the same level as in 2022. Mr. Dempsey’s target bonus opportunity was increased from 90% to 100% effective October 16, 2023 in connection with his promotion to President. Mr. Mitchell’s target bonus opportunity was increased from 50% to 70% effective October 16, 2023 in connection with this promotion to Senior Vice President and Chief Financial Officer. When determining the bonus amounts for our NEOs under the Management Bonus Plan, our Compensation Committee sets certain performance goals, using a mixture of corporate and individual performance. The individual performance under our Management Bonus Plan is not based on any specific performance targets, but rather is determined by our Compensation Committee in its sole discretion after evaluating overall individual performance in a fiscal year and after receiving recommendations from Mr. Biffle, other than for himself. Our Compensation Committee’s determinations of the individual performance of our NEOs are not expected to result in payments of the annual bonus based on average or below average performance by the NEOs. Corporate goals and performance targets and individual performance are reviewed and approved by our Compensation Committee prior to any allocation of the bonus. For fiscal year 2023, our Compensation Committee determined the overall funding of the Management Bonus Plan was based on the achievement of corporate goals, with individual bonuses weighted 75% based on corporate performance and 25% based on individual performance. In early fiscal year 2023, our Compensation Committee established corporate performance targets for each NEO. Our Compensation Committee does not establish any specific individual performance targets; instead our Compensation Committee reviews at the end of each fiscal year each NEO’s individual performance overall and determines bonus payments based on its review of each NEO’s overall contributions to us during the fiscal year. The corporate performance targets established by our Compensation Committee in early 2023 were as follows:

  21. Performance-Based Cash Incentives

    | Performance Metric | Weighting | Additional Notes | | 2023 Year-end Net Cash | 23.33% | 2023 year-end net cash. Sliding scale payout between 50% and 200% of target consistent with prior years. | | Full-Year Total Adjusted CASM(1) (Industry Rank) | 23.33% | The industry includes the following carriers: American Airlines, Delta, United, Southwest, Alaska, JetBlue, Hawaiian, Spirit, Allegiant Air, and Frontier. | | Full-Year Adjusted Net Margin(2) (Industry Rank) | 23.33% | | | Operational Objectives | 30% | The following four operational objectives: (1) Aircraft Availability at Start of Day (2) Controllable Turn Performance (3) Head Start On-Time Percentage (4) DOT mishandled bag rate (Industry Rank) |

  22. Performance-Based Cash Incentives

    (1)Total Adjusted CASM is a non-GAAP measure and represents all operating and non-operating expenses, excluding special items, divided by ASMs. In our 2023 Annual Report, we refer to Total Adjusted CASM as Adjusted CASM including net interest. See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” (pages 64-65) in our 2023 Annual Report, which accompanies this proxy statement, for a reconciliation of Adjusted CASM including net interest to the corresponding GAAP measure and discussion on adjusting items. We believe Total Adjusted CASM is a useful metric to properly compare our cost management and performance to other peers that may have different capital structures and financing strategies, particularly as it relates to financing primary operating assets such as aircraft and engines. Additionally, we believe this metric is useful because it removes certain items that may not be indicative of base operating performance or future results. Total Adjusted CASM is not determined in accordance with GAAP, may not be comparable across all carriers, and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. (2)Adjusted Net Margin is a non-GAAP measure and represents adjusted net income (loss), a non-GAAP measure, divided by revenues, a GAAP measure. See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” in our 2023 Annual Report, which accompanies this proxy statement, for a reconciliation of adjusted net income (loss) to the corresponding GAAP measure (pages 66-68) and the related discussion of adjusting items (pages 64-65). We believe this is a useful metric to compare the profitability of our business against industry peers of different sizes. Adjusted Net Margin is not determined in accordance with GAAP, may not be comparable across all carriers, and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. For each of these performance goals under the Management Bonus Plan, our Compensation Committee sets a threshold, target, stretch, and maximum achievement level. A component of performance must be achieved at no less than 50% before it is taken into account in calculating an executive’s bonus amount and achievement cannot exceed 200% of the target for any component. The threshold goals correspond to an achievement level of 50%, the target goals correspond to an achievement level of 100%, the stretch goals correspond to an achievement level of 150%, and the maximum goals are satisfied with an achievement level of 200%. The threshold, target, stretch, and maximum achievement levels for fiscal year 2023 are included in the table below. In early 2024, our Compensation Committee reviewed our fiscal year 2023 company-wide performance with respect to determining bonuses to executive officers, as well as individual performance achievements. Our Compensation Committee determined the corporate performance goal achievement set forth in the tables below and achievement of the individual performance goals at 100% for Messrs. Biffle and Stedke, 105% for Mr. Dempsey, and 110% for Messrs. Diamond, Mitchell, and Khanna based on our Compensation Committee’s determination, in its discretion.

  23. Performance-Based Cash Incentives

    | 2023 Goals | | | | | 2023 Actual Results | Percent Achieved (Achievement Level x Weighting) | | Performance Metric | Threshold | Target | Stretch | Maximum | | | | 2023 Year-end Net Cash(1) | $300M | $386M | $418M | $450M | $139M | — | | Full-Year Total Adjusted CASM (Industry Rank) | <8.94(2) | 3 | 2 | 1 | 1 | 47% | | Full-Year Adjusted Net Margin (Industry Rank) | 6 | 5 or 4 | 3 or 2 | 1 | 7 | — | | Operational Objectives | 1 of 4 | 2 of 4 | 3 of 4 | 4 of 4 | 2 of 4 | 30% |

  24. Performance-Based Cash Incentives

    (1)Calculated as cash less debt. (2)Calculated as less than 3% greater than budgeted Total Adjusted CASM (non-GAAP) with fuel fixed at $3.08/gallon. The table below sets forth the achievement levels for each of the four Operational Objectives, which combined with the achievement levels for the financial metrics, resulted in an aggregate 77% attainment level for the 2023 corporate goals.

  25. Performance-Based Cash Incentives

    | Operational Objective | 2023 Measure | 2023 Actual Results | Target Objective Achieved? | | Aircraft Availability at Start of Day | 92% or better | 93% | Yes | | Controllable Turn Performance | 75% or better | 79% | Yes | | Head Start On-Time Percentage | 75% or better | 74% | No | | DOT Mishandled Bag Rate (Industry Rank) (1) | 4 or better | 5 | No |

  26. Performance-Based Cash Incentives

    (1)Based on DOT 2023 cumulative monthly data. Following its review and determinations, our Compensation Committee awarded 2023 cash bonuses to each NEO as set forth in the table below.

  27. Performance-Based Cash Incentives

    | Name | Bonus Target ($) | Corporate Performance Bonus (Equal to 75% x bonus target x 77%) ($) | Individual Performance Bonus (equal to 25% x bonus target x 77% x individual achievement level) ($) | Annual Performance Bonus Paid (corporate + individual) ($) | | Barry L. Biffle | 846,410 | 488,802 | 162,934 | 651,736 | | James G. Dempsey | 540,561 | 312,174 | 109,261 | 421,435 | | Howard M. Diamond | 306,504 | 177,006 | 64,902 | 241,908 | | Mark C. Mitchell | 218,857 | 126,390 | 46,343 | 172,733 | | Trevor J. Stedke | 246,486 | 142,346 | 47,448 | 189,794 | | Rajat Khanna (1) | 57,325 | 33,105 | 12,139 | 45,244 |

  28. Performance-Based Cash Incentives

    (1)Amounts for Mr. Khanna have been pro-rated based on his commencement of employment in October 2023. For fiscal year 2024, our Compensation Committee has approved the fiscal year 2024 Management Bonus Plan for all executives. The 2024 Management Bonus Plan for our executives is similar to our current annual cash incentive plan.

  29. Discretionary Bonuses

    Discretionary Bonuses Merger Retention Bonus On February 3, 2022, the Compensation Committee approved implementing a cash-based retention program in conjunction with the February 5, 2022 Agreement and Plan of Merger (the “Merger Agreement”) between us, Top Gun Acquisition Corp., a direct wholly-owned subsidiary of ours, and Spirit Airlines, Inc. The program provided for cash retention payments for all of our salaried non-union employees based on employee level. Upon termination of the Merger Agreement on July 27, 2022, our NEO's were entitled to 50% of the retention payments, as presented in the table below, which were paid in 2022 to the extent allowed under certain limits on executive compensation imposed as a condition to the assistance provided pursuant to the Coronavirus Aid, Relief, and Economic Security Act, the Consolidated Appropriations Act, 2021, and the American Rescue Plan Act (the “CARES Act Restrictions”). The remaining balance was paid on April 4, 2023, the first date administratively practicable after April 1, 2023, the expiration date of the CARES Act Restrictions, subject to continued employment through such date. Upon termination of the Merger Agreement, the remaining 50% of the retention bonus was forfeited.

  30. Discretionary Bonuses

    | Name | Merger Retention Bonus ($) | | Barry L. Biffle | 1,102,148 | | James G. Dempsey | 783,750 | | Howard M. Diamond | 535,500 | | Mark C. Mitchell | 270,000 | | Trevor J. Stedke | 461,093 |

  31. Discretionary Bonuses

    Initial Public Offering (“IPO”) Bonus On June 16, 2021, the Compensation Committee approved the award of IPO bonuses to certain executives in recognition of their extraordinary effort and contribution to the Company’s IPO. These bonuses were paid on April 4, 2023, the first date administratively practicable after April 1, 2023, the expiration date of the CARES Act Restrictions, subject to continued employment through such date. The IPO cash bonus payments to our NEOs were as follows:

  32. Discretionary Bonuses

    | Name | IPO Bonus ($) | | Barry L. Biffle | 625,000 | | James G. Dempsey | 525,000 | | Howard M. Diamond | 400,000 | | Mark C. Mitchell | 325,000 | | Trevor J. Stedke | 180,000 |

  33. Discretionary Bonuses

    Special Bonus On April 2, 2023, the Compensation Committee approved the payment of special cash bonus payments to certain salaried non-union employees whose total compensation had been subject to the CARES Act Restrictions, including, the following amounts to our NEOs: Mr. Biffle, $231,417; Mr. Diamond, $267,440; Mr. Mitchell, $146,989; and Mr. Stedke, $45,931.

  34. Equity-based Incentives

    Equity-based Incentives Our Compensation Committee fosters an environment of executive ownership that encourages and incentivizes long-term investment and engagement by our NEOs through the use of equity-based awards. Our aim is to promote long-term, sustainable growth, and align executive performance and behaviors to create a culture conducive to stockholder investment. In order to attract and retain the best available management and other personnel with the training, experience, and ability to make substantial contributions to the success of our business and to motivate and provide additional incentives to our employees, non-employee directors, and consultants, we adopted the 2021 Plan, which became effective immediately prior to the consummation of our initial public offering. The 2021 Plan replaced our 2014 Equity Incentive Plan (the “2014 Plan”) and no further grants will be made under the 2014 Plan. The 2014 Plan terminated in connection with the adoption of the 2021 Plan, except with regard to grants then outstanding under the 2014 Plan. When determining the size of the grants for NEOs, our Board takes into account the size of past equity grants, the NEO’s position (level) in our company, compensation, the NEO’s value for our company based on their experience, innovation, expertise, and leadership capabilities and the recommendation of our Compensation Committee. The philosophy behind the equity grants is to provide the NEO with a strong incentive to build long-term value in our company. On February 8, 2023, our Board granted each of our NEOs an award of RSUs as follows: Mr. Biffle, 168,840; Mr. Dempsey, 72,450; Mr. Diamond, 33,984; Mr. Mitchell, 10,970, and Mr. Stedke, 36,765. Each award of RSUs vests as to one-third of the total number of RSUs awarded on each of February 8, 2024, February 8, 2025, and February 8, 2026, subject to the respective NEO’s continued service to us. On April 2, 2023, the Equity Incentive Subcommittee of the Compensation Committee granted incremental awards of RSUs to certain of our NEOs. The Equity Incentive Subcommittee granted awards of RSUs as follows: Mr. Biffle, 29,690; Mr. Dempsey, 15,785; Mr. Diamond, 31,833, and Mr. Mitchell, 10,139. Each award of RSUs for Messrs. Biffle and Dempsey vests as to one-third of the total number of RSUs awarded on each of February 8, 2024, February 8, 2025, and February 8, 2026, subject to the respective NEO’s continued service to us. Mr. Diamond’s award vests in the amount of 14,060, 11,331, and 6,442 on February 8, 2024, February 8, 2025, and February 8, 2026, respectively, subject to his continued service to us. Mr. Mitchell’s award vests in the amount of 3,962, 3,706, and 2,471 on February 8, 2024, February 8, 2025, and February 8, 2026, respectively, subject to his continued service to us. On October 25, 2023, our Board granted RSU awards to each of our NEOs that are in replacement of the NEOs annual 2024 long-term equity incentive grants, which would have otherwise been granted in February 2024. The timing of these grants was pushed into 2023 in order to retain and incentivize our executives. The awards of RSUs were as follows: Mr. Biffle, 703,125; Mr. Dempsey, 664,063; Mr. Diamond, 188,802; Mr. Mitchell, 286,458, Mr. Stedke, 182,292, and Mr. Khanna, 442,708. Each award of RSUs for Messrs. Biffle, Diamond, and Stedke vests as to one-third of the total number of RSUs awarded in three substantially equal installments commencing on October 25, 2024, subject to the respective NEO's continued service to us. A portion of Mr. Dempsey’s award reflects his promotion to President (195,313) and a portion reflects his annual long-term equity incentive award (468,750). A portion of Mr. Mitchell’s award reflects his promotion to Chief Financial Officer (130,208) and a portion reflects his annual long-term equity incentive award (156,250). The RSUs awarded to Messrs. Dempsey and Mitchell will each vest in three substantially equal annual installments commencing on October 16, 2024 and October 25, 2024, respectively, subject to the respective NEO’s continued service to us. A portion of Mr. Khanna’s award reflect his new hire grant (286,458) and a portion reflects his long-term equity incentive awards (156,250). The new-hire award vests in four substantially equal annual installments commencing on October 5, 2024, and the long-term incentive award vests in three substantially equal installments commencing on October 25, 2024, subject to Mr. Khanna's continued service to us. Equity forms an integral part of the overall compensation for each executive officer and will be considered each year as part of the annual performance review process and incentive payout calculation. In the future, we may consider awarding additional forms of equity incentives, such as grants of restricted stock and performance-based awards, and may also determine to seek additional input from compensation consultants. We expect that our equity awards we make to our executive officers will be driven by our sustained performance and growth, our executive officers’ ability to impact our results that influence stockholder value, their organization level and their potential to take on roles of increasing responsibility.

  35. Termination-Based Compensation

    Termination-Based Compensation We believe that terminations of employment are causes of great concern and uncertainty for our senior executives. We aim to alleviate these concerns and allow executives to remain focused on their duties and responsibilities to us by providing protections to our executives in the termination context. As such, each of our NEOs is eligible for severance benefits under his employment agreement. Each of our NEOs is eligible for severance benefits, both in connection with and outside of a change in control, under his respective employment agreement with us. Our Compensation Committee and/or our Board approves of termination benefits to our NEOs based on its general knowledge of severance practices in our industry and as the result of arms’ length negotiations at the time our executives enter into employment with us or at the time they are requested to take on additional responsibilities. The level of benefits varies from executive to executive based on the level of responsibility of the executive and accommodations made through arms’ length negotiations. Severance payments are typically comprised of a cash payment in lieu of salary or bonus, continuation of flight benefits under the UATP for a limited period of time, and coverage of health benefits for a limited period of time. Executives whose employment is terminated by us are required to sign a general release of all claims to receive any severance benefits. For more detailed descriptions of the benefits provided to our NEOs upon a termination of employment, please see “Executive Compensation Tables—Employment and Separation Agreements with NEOs” below.

  36. Tax and Accounting Considerations

    Tax and Accounting Considerations While our Board and our Compensation Committee generally consider the financial accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our NEOs historically. Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. Our Compensation Committee will take into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and will strive to structure any non-qualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A. Section 280G of the Internal Revenue Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation and Section 4999 of the Internal Revenue Code imposes a 20% excise tax on those payments. Our Compensation Committee will take into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.

  37. Summary Compensation Table

    Summary Compensation Table The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during fiscal years 2023, 2022, and 2021.

  38. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Barry L. Biffle Chief Executive Officer | | | | | | | | | | 2023 | 677,128 | 1,955,565 | 5,288,374 | 651,736 | 9,900 | 8,582,703 | | | 2022 | 650,505 | 3,000 | 2,299,996 | 784,765 | 9,150 | 3,747,416 | | | 2021 | 625,000 | — | 2,179,744 | 784,766 | 8,700 | 3,598,210 | | James G. Dempsey President | | | | | | | | | | 2023 | 586,164 | 525,000 | 3,690,646 | 421,435 | 8,773 | 5,232,018 | | | 2022 | 547,671 | 783,750 | 800,005 | 623,216 | 8,210 | 2,762,852 | | | 2021 | 525,000 | — | 749,550 | 474,627 | 7,875 | 1,757,052 | | Howard M. Diamond Executive Vice President, Legal and Corporate Affairs and Corporate Secretary | | | | | | | | | | 2023 | 437,863 | 1,202,940 | 1,500,419 | 241,908 | 9,900 | 3,393,030 | | | 2021 | 399,093 | — | 486,550 | 255,720 | 8,700 | 1,150,063 | | Mark C. Mitchell Senior Vice President, Chief Financial Officer | | | | | | | | | | 2023 | 398,986 | 741,989 | 1,348,958 | 172,733 | 9,900 | 2,672,566 | | Trevor J. Stedke Senior Vice President, Operations | | | | | | | | | | 2023 | 379,209 | 258,924 | 1,200,005 | 189,794 | 9,900 | 2,037,832 | | | 2022 | 371,426 | 428,100 | 550,000 | 227,003 | 9,150 | 1,585,679 | | Rajat Khanna Senior Vice President, Chief Information Officer | | | | | | | | | | 2023 | 88,192(6) | — | 1,699,999 | 45,244(6) | 169,958 | 2,003,393 |

  39. Summary Compensation Table

    (1)Reflects a weighted amount based on the portion of the year for which different base salaries applied. (2)Amounts shown for 2023 represent (a) the remaining portion of the cash retention awards paid to the NEOs in connection with the Merger Agreement, (b) cash awards paid to NEOs in connection with the IPO and (c) special bonus payments. Please see the description of the payments in “Compensation Discussion and Analysis—Discretionary Bonuses” above. (3)Amounts shown represent the grant date fair value of RSUs granted by us, as calculated in accordance with ASC Topic 718. See Note 10 of the financial statements included in our 2023 Annual Report for the assumptions used in calculating these amounts. (4)Represents amounts paid for performance during each fiscal year under our Management Bonus Plan, which are paid to our NEOs early in the subsequent fiscal year. Please see the description of the 2023 Management Bonus Plan in “Compensation Discussion and Analysis—Performance-Based Cash Incentives” above. (5)The amounts under the “All Other Compensation” column represent our matching employer contributions under our 401(k) plan, except for Mr. Khanna. Amounts for Mr. Khanna include $114,784 related to relocation and $53,831 associated tax expense reimbursement, UATP benefits and our matching employer contributions under our 401(k) plan. Consistent with SEC rules, we have not disclosed perquisites and other personal benefits where the aggregate amount of such compensation was less than $10,000. Please see the descriptions of the perquisites in “Compensation Discussion and Analysis—Perquisites” above. (6)Amounts for Mr. Khanna have been pro-rated based on his commencement of employment in October 2023.

  40. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table represents our grants of non-equity and equity incentive plan-based awards made to our NEOs for fiscal year 2023.

  41. Grants of Plan-Based Awards in Fiscal Year 2023

    | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Award(1) | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | Barry L. Biffle | N/A | 423,205 | 846,410 | 1,692,820 | | | | | February 8, 2023 | | | | 168,840(3) | 2,296,224 | | | April 2, 2023 | | | | 29,690(3) | 292,150 | | | October 25, 2023 | | | | 703,125(4) | 2,700,000 | | James G. Dempsey | N/A | 270,281 | 540,561 | 1,081,122 | | | | | February 8, 2023 | | | | 72,450(3) | 985,320 | | | April 2, 2023 | | | | 15,785(3) | 155,324 | | | October 25, 2023 | | | | 664,063(5) | 2,550,002 | | Howard M. Diamond | N/A | 153,252 | 306,504 | 613,008 | | | | | February 8, 2023 | | | | 33,984(3) | 462,182 | | | April 2, 2023 | | | | 31,833(6) | 313,237 | | | October 25, 2023 | | | | 188,802(4) | 725,000 | | Mark C. Mitchell | N/A | 109,429 | 218,857 | 437,714 | | | | | February 8, 2023 | | | | 10,970(3) | 149,192 | | | April 2, 2023 | | | | 10,139(6) | 99,767 | | | October 25, 2023 | | | | 286,458(5) | 1,099,999 | | Trevor J. Stedke | N/A | 123,243 | 246,486 | 492,972 | | | | | February 8, 2023 | | | | 36,765(3) | 500,004 | | | October 25, 2023 | | | | 182,292(4) | 700,001 | | Rajat Khanna | N/A | 28,663 | 57,325 | 114,650 | | | | | October 25, 2023 | | | | 442,708(7) | 1,699,999 |

  42. Grants of Plan-Based Awards in Fiscal Year 2023

    (1)Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column relate to amounts payable under our 2023 Management Bonus Plan. The threshold column assumes the achievement of the corporate and individual goals at the threshold level. The threshold bonus amount can be calculated by multiplying the target bonus of each NEO times the threshold achievement percentage of 50%. The target column assumes the target achievement for both corporate and individual goals. The target bonus amount can be calculated by multiplying the base salary of each NEO for 2023 times the target bonus percentage established by our Compensation Committee times the target achievement percentage of 100%. The maximum column assumes the maximum achievement for both corporate and individual goals. The maximum bonus amount can be calculated by multiplying the target bonus of each NEO times the maximum achievement percentage of 200%. See “Summary Compensation Table” presented above for actual amounts paid to our NEOs in early 2024 for performance in fiscal year 2023 under our Management Bonus Plan. (2)Amounts shown represent the grant date fair value of RSUs granted by us, as calculated in accordance with ASC Topic 718. See Note 10 of the financial statements included in our 2023 Annual Report for the assumptions used in calculating these amounts. (3)Constitutes RSUs that vest as to one-third of the total number of RSUs on each of February 8, 2024, February 8, 2025, and February 8, 2026, subject to the executive continuing to provide services to us through such date. (4)Constitutes RSUs that vest as to one-third of the total number of RSUs on each of October 25, 2024, October 25, 2025, and October 25, 2026, subject to the executive continuing to provide services to us through such date. (5)Constitutes 195,313 and 130,208 RSUs for Messrs. Dempsey and Mitchell, respectively, that vest as to one-third of the total number of RSUs on each of October 16, 2025, October 16, 2026, and October 16, 2027, subject to their continued service to us through such date and 468,750 and 156,250 RSUs for Messrs. Dempsey and Mitchell, respectively, that vest as to one-third of the total number of RSUs on each of October 25, 2024, October 25, 2025, and October 25, 2026, subject to their continued service to us through such date. (6)Mr. Diamond's RSUs vests in the amount of 14,060, 11,331, and 6,442 on February 8, 2024, February 8, 2025, and February 8, 2026, respectively, subject to his continued service to us. Mr. Mitchell's RSUs vests in the amount of 3,962, 3,706, and 2,471 on February 8, 2024, February 8, 2025, and February 8, 2026, respectively, subject to his continued service to us. (7)Constitutes 286,458 RSUs that vest as to one-fourth of the total number of RSUs on October 5, 2024, October 5, 2025, October 5, 2026 and October 5, 2027, subject to the executive continuing to provide services to us through such date. Additionally, it constitutes 156,250 RSUs that vest as to one-third of the total number of RSUs on October 25, 2024, October 25, 2025, and October 25, 2026, subject to the executive continuing to provide services to us through such date.

  43. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table lists all outstanding equity awards held by our NEOs as of December 31, 2023.

  44. Outstanding Equity Awards at Fiscal Year End

    | Name | Vesting Commencement Date | Option Awards | | | | Stock Awards | | | | | Number Of Securities Underlying Unexercised Options (#) Exercisable | Number Of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | | Barry L. Biffle | 4/27/2014 | 40,000 | — | 0.26 | 4/27/2024 | — | — | | | 3/15/2016 | 1,516,200 | — | 3.92 | 3/15/2026 | — | — | | | 2/23/2021 (2) | — | — | — | — | 52,491 | 286,601 | | | 2/3/2022 (2) | — | — | — | — | 121,984 | 666,033 | | | 2/8/2023 (2) | — | — | — | — | 198,530 | 1,083,974 | | | 10/25/2023 (2) | — | — | — | — | 703,125 | 3,839,063 | | James G. Dempsey | 12/9/2019 | 266,000 | — | 10.55 | 12/9/2029 | — | — | | | 2/23/2021 (2) | — | — | — | — | 18,050 | 98,553 | | | 2/3/2022 (2) | — | — | — | — | 42,430 | 231,668 | | | 2/8/2023 (2) | — | — | — | — | 88,235 | 481,763 | | | 10/16/2023 (2) | — | — | — | — | 195,313 | 1,066,409 | | | 10/25/2023 (2) | — | — | — | — | 468,750 | 2,559,375 | | Howard M. Diamond | 2/23/2021 (2) | — | — | — | — | 11,717 | 63,975 | | | 2/3/2022 (2) | — | — | — | — | 24,696 | 134,840 | | | 2/8/2023 (2) | — | — | — | — | 33,984 | 185,553 | | | 2/8/2023 (3) | — | — | — | — | 31,833 | 173,808 | | | 10/25/2023 (2) | — | — | — | — | 188,802 | 1,030,859 | | Mark C. Mitchell | 9/18/2015 | 158,803 | — | 1.36 | 9/18/2025 | — | — | | | 2/23/2021 (2) | — | — | — | — | 4,560 | 24,898 | | | 2/3/2022 (2) | — | — | — | — | 8,137 | 44,428 | | | 2/8/2023 (2) | — | — | — | — | 10,970 | 59,896 | | | 2/8/2023 (3) | — | — | — | — | 10,139 | 55,359 | | | 10/16/2023 (2) | — | — | — | — | 130,208 | 710,936 | | | 10/25/2023 (2) | — | — | — | — | 156,250 | 853,125 | | Trevor J. Stedke | 2/23/2021 (2) | — | — | — | — | 13,237 | 72,274 | | | 2/3/2022 (2) | — | — | — | — | 29,170 | 159,268 | | | 2/8/2023 (2) | — | — | — | — | 36,765 | 200,737 | | | 10/25/2023 (2) | — | — | — | — | 182,292 | 995,314 | | Rajat Khanna | 10/5/2023 (4) | — | — | — | — | 286,458 | 1,564,061 | | | 10/25/2023 (2) | — | — | — | — | 156,250 | 853,125 |

  45. Outstanding Equity Awards at Fiscal Year End

    (1)Calculated using $5.46 per share, the closing trading price of our common stock as of December 29, 2023. (2)RSUs vest in three equal annual installments beginning on the first anniversary of the vesting commencement date, subject to the executive's continued service to us through such date. (3)RSUs vest in three annual installments beginning on the first anniversary of the vesting commencement date, subject to the executive's continued service to us through such date. Mr. Diamond's award vests in the amount of 14,060, 11,331, and 6,442, respectively. Mr. Mitchell's award vests in the amount of 3,962, 3,706 and 2,471, respectively. (4)RSUs vest in four equal annual installments beginning on the first anniversary of the vesting commencement date, subject to the executive's continued service to us through such date.

  46. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table contains information about stock options exercised and vesting of RSUs during fiscal year 2023 by our NEOs.

  47. Option Exercises and Stock Vested in Fiscal Year 2023

    | Name | Option awards | | Stock Awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise(1) ($) | Number of shares acquired on vesting (#) | Value realized on vesting(2) ($) | | Barry L. Biffle | 1,910,000 | 15,413,264 | 207,355 | 2,445,031 | | James G. Dempsey | 1,164,419 | 5,158,814 | 69,424 | 820,323 | | Howard M. Diamond | 588,394 | 2,916,928 | 54,225 | 631,602 | | Mark C. Mitchell | 30,000 | 298,932 | 26,729 | 306,991 | | Trevor J. Stedke | — | — | 67,612 | 754,858 | | Rajat Khanna | — | — | — | — |

  48. Option Exercises and Stock Vested in Fiscal Year 2023

    (1)Represents the difference between the fair market value of our common stock underlying the options at exercise and the exercise price of the option. (2)Represents the amounts realized based on the fair market value of our common stock on the vesting date.

  49. Pension Benefits

    Pension Benefits None of our NEOs participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us.

  50. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our NEOs participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us.

  51. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The information below describes and quantifies certain compensation and benefits that would have become payable (in certain cases subject to conditions such compliance with restrictive covenants and an effective release of claims) to each of our NEOs if our NEO’s employment had terminated on December 31, 2023 (and that a Change in Control occurred on December 31, 2023, as applicable) as a result of each of the termination scenarios described below, taking into account the NEO’s compensation as of that date, and reflects the acceleration benefits under the Change in Control Policy, which was adopted in February 2022. The information below does not generally reflect compensation and benefits available to all salaried employees upon termination of employment with us under similar circumstances. Capitalized terms used below are as defined above in the applicable NEO’s employment agreement or offer letter agreement. In the case of Mr. Diamond, the benefits set forth in the table below give effect to the benefits provided under his new offer letter agreement entered into in February 2024, as though it was in effect as of December 31, 2023.

  52. Potential Payments upon Termination or Change in Control

    | Name | Termination Scenario | Base Salary Severance ($) | Bonus Severance ($) | Accelerated Vesting of Stock and Option Awards ($) | COBRA Premiums ($) | Other ($) | Total ($) | | Barry L. Biffle | Termination without Cause or a Constructive Termination | 680,000(1) | 1,498,146(2) | — | 26,494(3) | 11,000(4) | 2,215,640 | | | Termination without Cause or a Constructive Termination in Connection with a Change in Control | 1,360,000(5) | 2,344,556(6) | 5,875,671(7) | 52,988(8) | 22,000(9) | 9,655,215 | | James G. Dempsey | Termination without Cause | 625,000(1) | 540,561(2) | — | 32,220(3) | 8,250(4) | 1,206,031 | | | Termination without Cause or a Constructive Termination in Connection with a Change in Control | 1,250,000(5) | 1,502,557(6) | 4,437,768(7) | 64,440(8) | 16,500(9) | 7,271,265 | | Howard M. Diamond | Termination without Cause | 440,000(1) | 306,504(2) | — | — | 8,250(4) | 754,754 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 880,000(5) | 613,008(6) | 1,589,035(7) | — | 16,500(9) | 3,098,543 | | Mark C. Mitchell | Termination without Cause | 465,000(1) | 218,857(2) | — | — | 8,250(4) | 692,107 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 930,000(5) | 437,714(6) | 1,748,642(7) | — | 16,500(9) | 3,132,856 | | Trevor J. Stedke | Termination without Cause | 380,000(1) | 246,486(2) | — | — | 8,250(4) | 634,736 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 760,000(5) | 492,972(6) | 1,427,593(10) | — | 16,500(9) | 2,697,065 | | Rajat Khanna | Termination without Cause | 370,000(1) | 240,500(2) | 391,015(11) | — | 8,250(4) | 1,009,765 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 740,000(5) | 481,000(6) | 2,417,186(10) | — | 16,500(9) | 3,654,686 |

  53. Potential Payments upon Termination or Change in Control

    (1)Represents a lump sum cash payment of 12 months of base salary. (2)Represents a lump sum cash payment of one times the NEO’s target annual performance bonus amount. In addition, for Mr. Biffle, represents a pro-rated annual performance bonus for the year in which the termination occurs (based on actual performance and payable at the same time other continuing executives) in the event of a termination without Cause or a Constructive Termination. For Mr. Biffle’s pro-rated bonuses, we included the full amount he was paid for fiscal year 2023 under the Management Bonus Plan since the assumed termination date would be December 31, 2023. (3)Represents continued coverage under COBRA for 12 months for each NEO based on the incremental cost of our contribution as of December 31, 2023 to provide this coverage. Messrs. Diamond, Mitchell, Stedke and Khanna are not eligible for continued coverage under COBRA. (4)Represents the value of continued UATP flight benefits for one year following the NEO’s termination of employment, which must be used in the year following termination, based on the values each NEO was eligible to receive under the UATP for fiscal 2023. (5)Represents a lump sum cash payment of 24 months of base salary. (6)Represents a lump sum cash payment of two times a NEO’s target annual performance bonus amount. In addition, for Messrs. Biffle and Dempsey, represents a pro-rated annual performance bonus for the year in which the termination occurs (based on actual performance and payable at the same time other continuing executives) in the event of a termination without Cause or for Good Reason. For Messrs. Biffle’s and Dempsey’s pro-rated bonuses, we included the full amount each was paid for fiscal year 2023 under the Management Bonus Plan since the assumed termination date would be December 31, 2023. (7)Represents the aggregate value of Mr. Biffle’s, Mr. Dempsey’s, Mr. Diamond’s and Mr. Mitchell’s RSUs that would have vested on an accelerated basis immediately prior to a qualifying termination following the consummation of a Change in Control, based on the closing trading price of our common stock ($5.46) as of December 29, 2023. Mr. Biffle, Mr. Dempsey, Mr. Diamond and Mr. Mitchell each receive 100% accelerated vesting of their respective equity awards in the event of a termination without Cause, or a Constructive Termination or termination for Good Reason, as applicable, in each case, within 12 months following a Change in Control. In addition, as disclosed above, under the 2014 Plan, the awards granted under that plan will fully accelerate immediately prior to a Change in Control, and under the 2021 Plan, the awards granted under that plan will fully accelerate on a Change in Control if not assumed or substituted. Additionally, the RSU agreements for RSUs granted under the 2021 Plan subsequent to October 2023 provide for full acceleration on a termination without Cause within 12 months following a Change in Control. (8)Represents continued coverage under COBRA for 24 months for each NEO based on the incremental cost of our contribution as of December 31, 2023 to provide this coverage. Messrs. Diamond, Mitchell, Stedke and Khanna are not eligible for continued coverage under COBRA. (9)Represents the value of continued UATP flight benefits for two years following the NEOs’ termination of employment, within 12 months following a Change in Control, which must be used in the two years following termination, based on the values each NEO was eligible to receive under the UATP for fiscal 2023. (10)Represents the aggregate value of RSUs held by Messrs. Stedke and Khanna that would have vested in full on a termination without “cause” or resignation for “good reason” in connection with a qualifying change in control under the Change in Control Policy based on the closing trading price of our common stock ($5.46) as of December 29, 2023. In addition, as disclosed above, under the 2014 Plan, the awards granted under that plan will fully accelerate immediately prior to a Change in Control, and under the 2021 Plan, the awards granted under that plan will fully accelerate on a Change in Control if not assumed or substituted. Mr. Khanna's offer letter provides that the vesting of his initial grant of RSUs will fully accelerate upon the consummation of a Change in Control, which would have a value of $1,564,061 and would be paid in cash if a Change of Control had occurred on December 31, 2023. Additionally, the RSU agreements for RSUs granted under the 2021 Plan subsequent to October 2023 provide for full acceleration on a termination without Cause within 12 months following a Change in Control. (11)Mr. Khanna’s offer letter agreement provides that if he is terminated without Cause within the first 12 months of employment, he is entitled to the cash equivalent of the market value of the first 25% vesting tranche of his initial grant of RSUs.

  54. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. For the year ended December 31, 2023 the annual total compensation of our Chief Executive Officer, as set forth in the Summary Compensation Table, was $8,582,703, and the median of the annual total compensation of all employees, other than our Chief Executive Officer, was $54,592, resulting in a ratio of 157:1 (the “pay ratio”). This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We chose December 31, 2023 as the date for establishing the employee population used in identifying the median employee and 2023 as the measurement period. We captured all full time, part-time, and temporary employees globally as of December 31, 2023. We identified the median employee annual compensation using W-2 reportable wages as of December 31, 2023. The annual total compensation of the median employee and the annual total compensation of the Chief Executive Officer were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  55. Pay Versus Performance

    Pay Versus Performance

  56. Pay Versus Performance Tables

    Pay Versus Performance Tables The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2023, 2022 and 2021, and our financial performance for each such fiscal year:

  57. Pay Versus Performance Tables

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) (millions) ($) | Adjusted Pre-Tax Margin(5) ($) | | | | | | | Total Stockholder Return (“TSR”) ($) | Peer Group TSR(4) ($) | | | | 2023 | 8,582,703 | 7,693,635 | 3,067,768 | 3,246,609 | 29 | 63 | (11) | 1% | | 2022 | 3,747,416 | 2,548,608 | 1,794,258 | 1,419,035 | 54 | 49 | (37) | (1)% | | 2021 | 3,598,210 | 4,372,050 | 1,412,615 | 1,685,241 | 72 | 76 | (102) | (20)% |

  58. Pay Versus Performance Tables

    (1)The Principal Executive Officer (“PEO”) in fiscal years 2023, 2022 and 2021 is Barry L. Biffle. (2)The NEOs included in the calculation of average NEO compensation in the respective fiscal years are as follows: 2023: James G. Dempsey, Howard M. Diamond, Mark C. Mitchell, Trevor J. Stedke, and Rajat Khanna 2022: James G. Dempsey, Craig R. Maccubbin, Trevor J. Stedke, and Jake F. Filene. 2021: James G. Dempsey, Howard M. Diamond, Craig R. Maccubbin, and Jake F. Filene. (3)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable date(s); and (ii) for stock options, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the original ratio of expected life relative to the ten-year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. (4)For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the NYSE ARCA Airline Index (XAL) (the “Peer Group”). (5)Adjusted Pre-Tax Margin is a non-GAAP measure and represents adjusted pre-tax income (loss), a non-GAAP measure, divided by revenues, a GAAP measure. Adjusted pre-tax income (loss) represents pre-tax income (loss), a GAAP measure, adjusted for special items. The sum of these non-GAAP adjustments is referred to as the “pre-tax impact.” See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” in our 2023 Annual Report, which accompanies this proxy statement, for a reconciliation of adjusted net income (loss) to the corresponding GAAP measure, which includes the adjusting items that comprise the pre-tax impact (pages 66-68) and the related discussion of adjusting items (pages 64-65). While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted Pre-Tax Margin (the most significant and operational component of Adjusted Net Margin) is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to our NEOs to our performance. We believe it is a useful indicator to compare the profitability of our business against industry peers of different sizes and derivations of pre-tax income (loss) are well-recognized performance measurements in the airline industry that are frequently used by our management, as well as by investors. Adjusted Pre-Tax Margin is not determined in accordance with GAAP, may not be comparable across all carriers, and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. Compensation actually paid (“CAP”) to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  59. Pay Versus Performance Tables

    | Adjustments | 2023 | | 2022 | | 2021 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Deduction for “Stock Awards” in the Summary Compensation Table for Applicable Fiscal Year | (5,288,374) | (1,888,005) | ($2,299,996) | ($612,501) | ($2,179,744) | ($721,439) | | Deduction for “Option Awards” in the Summary Compensation Table for Applicable Fiscal Year | — | — | — | — | — | — | | Increase Based on ASC 718 Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested | 4,923,036 | 2,158,064 | 1,879,153 | 500,429 | 2,136,895 | 618,378 | | Increase Based on ASC 718 Fair Value of Awards Granted during Applicable Fiscal Year that Vested during Applicable Fiscal Year, Determined as of Vesting Date | — | — | — | — | — | — | | Increase/deduction for Awards Granted during Prior Fiscal Years that were Outstanding and Unvested as of Applicable Fiscal Year, Determined Based on Change in ASC 718 Fair Value from Prior Fiscal Year End to Applicable Fiscal Year End | (839,225) | (146,221) | (656,222) | (181,919) | 527,600 | 115,082 | | Increase/deduction for Awards Granted during Prior Fiscal Years that Vested During Applicable Fiscal Year, Determined Based on Change in ASC 718 Fair Value from Prior Fiscal Year End to Vesting Date | 315,495 | 55,003 | (121,743) | (48,647) | 289,089 | 106,521 | | Increase Based on Dividends or Other Earnings on Stock Awards Paid during Applicable Fiscal Year | — | — | — | — | — | 9,778 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior Fiscal Year that were Forfeited during Applicable Fiscal Year, Determined as of Prior Fiscal Year End | — | — | — | — | — | — | | Increase/deduction Based on Incremental ASC 718 Fair Value of Options during Applicable Fiscal Year | — | — | — | (32,585) | — | 144,306 | | Total Adjustments | $(889,068) | $178,841 | $(1,198,808) | $(375,223) | $773,840 | $272,626 |

  60. Narrative Disclosures to Pay Versus Performance Table

    Narrative Disclosures to Pay Versus Performance Table The graphs below compare the CAP to our PEO and the average of the CAP to our non-PEO NEOs, with (i) our cumulative TSR and our Peer Group TSR, (ii) our net income (loss), and (iii) our Adjusted Pre-Tax Margin, in each case, for the fiscal years ended December 31, 2023, 2022 and 2021. TSR amounts reported in the graph assume an initial fixed investment of $100 as of April 1, 2021, the date of our initial public offering, and that all dividends, if any, were reinvested.

  61. Compensation Actually Paid and Company and Peer Group Cumulative TSR

    Compensation Actually Paid and Company and Peer Group Cumulative TSR The chart below compares the CAP to our PEO and the average of our non-PEO NEOs with our cumulative TSR and our Peer Group TSR.

  62. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) The chart below compares the CAP to our PEO and the average of our non-PEO NEOs with our net income (loss).

  63. Compensation Actually Paid and Adjusted Pre-Tax Margin

    Compensation Actually Paid and Adjusted Pre-Tax Margin The chart below compares the CAP to our PEO and the average of our non-PEO NEOs with our Adjusted Pre-Tax Margin.