DEF 14A of Frontier Group Holdings, Inc., Apr 3, 2025

DEF 14A of Frontier Group Holdings, Inc.

Filed Apr 3, 2025 · FY20240001670076-25-000079

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | EXECUTIVE COMPENSATION TABLES | 37 | | CEO PAY RATIO | 48 | | PAY VERSUS PERFORMANCE | 49 | | EQUITY COMPENSATION PLAN INFORMATION | 53 | | COMPENSATION RISK ASSESSMENT | 53 | | REPORT OF THE COMPENSATION COMMITTEE | 54 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 55 | | DELINQUENT SECTION 16(a) REPORTS | 56 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 58 | | MANAGEMENT SERVICES | 58 | | REGISTRATION RIGHTS AGREEMENT | 58 | | DIRECTOR AND OFFICER INDEMNIFICATION AND INSURANCE | 58 | | CODESHARE AGREEMENT | 59 | | OUR POLICY REGARDING RELATED PARTY TRANSACTIONS | 59 | | ADDITIONAL INFORMATION | 60 | | STOCKHOLDER PROPOSALS | 60 | | HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 60 | | SOLICITATION OF PROXIES | 60 | | 2024 ANNUAL REPORT | 60 | | OTHER MATTERS | 61 | | APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES | A-1 | | APPENDIX B: PROPOSED AMENDMENT AND RESTATEMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | B-1 |

  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 | | William A. Franke* | 2013 | No | | | | | | | Josh T. Connor | 2015 | Yes | Member | Member | Member | | | | Patricia Salas Pineda | 2016 | Yes | Member | | | Member | | | Nancy L. Lipson | 2024 | Yes | | Member | | Member | |

  4. DIRECTOR NOMINEES

    *Chairperson

  5. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS Our Board has nominated William A. Franke, Josh T. Connor, Patricia Salas Pineda, and Nancy L. Lipson as Class I director nominees for election at the Annual Meeting to hold office until the annual meeting of stockholders to be held in 2028, and until their respective successors are duly elected and qualified.

  6. Recommendation of the Board of Directors

    Recommendation of the Board of Directors Our Board unanimously recommends that you vote “FOR” the election of each of Messrs. Franke and Connor and Mses. Pineda and Lipson.

  7. 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 Charter and amended and restated bylaws (“Bylaws”). Our Board currently consists of twelve directors. In accordance with our Charter, 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 I directors elected at the Annual Meeting will begin at the Annual Meeting and end at our 2028 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 3, 2025.

  8. Our Board of Directors

    | Name | Age | Class | Independent | Audit Committee | Compensation Committee | Finance Committee | Nominating and Corporate Governance Committee | Safety and Security Committee | | William A. Franke* | 87 | I | No | | | | | | | Barry L. Biffle | 53 | III | No | | | | | | | Andrew S. Broderick | 41 | II | No | | | Member | | Member | | Josh T. Connor | 51 | I | Yes | Member | Member | Member | | | | Brian H. Franke | 61 | III | No | | | Chair | | Member | | Robert J. Genise | 77 | III | Yes | Member | | | | Chair | | Bernard L. Han | 61 | II | Yes | Chair | | Member | | | | Ofelia Kumpf | 55 | III | Yes | | Member | | Chair | | | Nancy L. Lipson | 55 | I | Yes | | Member | | Member | | | Michael R. MacDonald** | 73 | II | Yes | | | | | | | Patricia Salas Pineda | 73 | I | Yes | Member | | | Member | | | Alejandro D. Wolff | 68 | II | Yes | | Chair | | Member | Member |

  9. Our Board of Directors

    *Chairperson ** Mr. MacDonald will retire following the Annual Meeting on May 15, 2025. For more information, please refer to our Current Report on Form 8-K filed with the SEC on February 11, 2025.

  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 member 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 (now known as Freeport-McMoRan Inc.), 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. Since July 2024, Mr. Connor has served as co-chief executive officer and co-portfolio manager at Duration Capital Partners, a transportation-focused investment firm. Mr. Connor is also the founding partner of Connor Capital SB, LLC, an investment firm founded in December 2015. From April 2017 to July 2024, he 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. Nancy L. Lipson has served as a member of our Board of Directors since July 2024. Ms. Lipson served as executive vice president and chief legal officer of Newmont Corporation, a global mining company, from June 2019 to June 2023. She also previously served on the board of trustees of the Legal Aid Foundation of Colorado from October 2017 to June 2023. Ms. Lipson holds a B.A. in Political Science from Colorado College and a J.D. from the University of California College of Law, San Francisco. We believe Ms. Lipson is qualified to serve on our Board due to her expertise in corporate matters including sustainability, strategy, and litigation from prior 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 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, a non-profit organization. She previously served on the boards of directors of Levi Strauss & Co., an apparel maker, from January 1991 to December 2023, the Latino Corporate Directors Association, a non-profit organization, since January 2013, Earthjustice, an environmental non-profit organization, since August 2018, 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 JetSMART Airlines SpA, an airline based in Chile, since September 2018, Wizz Air since April 2019, APiJET since November 2020, Volaris since April 2023, after previously serving as an alternate director since July 2010, 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 was qualified to serve on our Board due to his business experience. In February 2025, Mr. MacDonald notified the Board that he will retire from the Board following the Annual Meeting on May 15, 2025. 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 and as our Chief Executive Officer since March 2016. He previously served 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. Since January 2025, Mr. Biffle has served on the board of directors of the Denver Branch of the Federal Reserve Bank of Kansas City. 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 has served as vice president, U.S. franchise operations for Carl’s Jr. Restaurants LLC, a quick-service restaurant company and subsidiary of CKE Restaurant Holdings, Inc., since December 2024. Ms. Kumpf previously served as field vice president, Long Beach field office for McDonald’s USA, LLC, a quick-service restaurant company, 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 board of trustees of Southern California Public Radio since November 2020. She previously served on the boards of trustees of Ronald McDonald House, Westside Los Angeles and 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 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; and •the candidate’s professional and academic experience relevant to our company’s industry. 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 range of experience in these various areas. We have no 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. 2024 Non-Employee Director Compensation

    2024 Non-Employee Director Compensation The table below provides information regarding compensation we paid to our non-employee directors in 2024. 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. 2024 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total(2) ($) | | Josh T. Connor | 100,000 | 140,000 | 240,000 | | Brian H. Franke | 140,000 | 140,000 | 280,000 | | William A. Franke | 120,000 | 140,000 | 260,000 | | Andrew S. Broderick | 100,000 | 140,000 | 240,000 | | Robert J. Genise | 120,000 | 140,000 | 260,000 | | Bernard L. Han | 125,000 | 140,000 | 265,000 | | Ofelia Kumpf | 100,000 | 140,000 | 240,000 | | Patricia Salas Pineda | 100,000 | 140,000 | 240,000 | | Michael R. MacDonald | 100,000 | 140,000 | 240,000 | | Alejandro D. Wolff | 100,000 | 140,000 | 240,000 | | Nancy L. Lipson(3) | 50,000 | 125,422 | 175,422 |

  18. 2024 Non-Employee Director Compensation

    (1)Amounts shown represent the grant date fair value of RSUs granted during fiscal year 2024 as calculated in accordance with ASC Topic 718. See Note 10 to the financial statements included in our 2024 Annual Report for the assumptions used in calculating this amount. On May 25, 2024, each non-employee director, other than Ms. Lipson, received an annual grant of 24,955 RSUs that, in each case, will vest in full on May 15, 2025, subject to continued service through the vesting date. Ms. Lipson received 26,294 RSUs in July 2024, in connection with the commencement of her Board service. Ms. Lipson’s RSUs will vest in full on May 15, 2025, subject to continued service through the vesting date. No other equity

  19. DIRECTOR COMPENSATION (continued)

    DIRECTOR COMPENSATION (continued) awards were made to our non-employee directors during 2024. As of December 31, 2024, each non-employee director held 24,955 RSUs (except Ms. Lipson, who held 26,294 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. (3)Amounts for Ms. Lipson have been pro-rated based on her commencement as a non-employee director beginning in July 2024.

  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 with our stockholders. Each of our NEOs was eligible for performance-based cash incentives under our fiscal year 2024 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 2024, 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, 70% for Mr. Mitchell, 100% for Mr. Dempsey, 75% for Mr. Diamond, 70% for Mr. Schroeter, and 65% for Mr. Clerc. Mr. Diamond's target bonus opportunity was increased from 70% to 75% effective February 1, 2024 in connection with his promotion to Executive Vice President, Legal and Corporate Affairs and Corporate Secretary. 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 targets and individual performance. 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 2024, 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 2024, 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 2024 were as follows:

  21. Performance-Based Cash Incentives

    | Performance Metric | Weighting | Additional Notes | | 2024 Year-end Net Cash | 23.33% | Sliding scale payout between 50% and 200% of target. | | Full-Year Adjusted CASM ex-fuel (SLA 1,000 miles) (1) | 23.33% | | | Full-Year Adjusted Pre-Tax Margin(2) | 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)Adjusted cost per available seat mile, excluding fuel, stage length adjusted to 1,000 miles (“Adjusted CASM ex-fuel (SLA 1,000 miles)”) is a non-GAAP measure and represents all operating and non-operating expenses, excluding fuel expenses and certain items, which include adjustments resulting from expected fleet disruptions, divided by ASMs. This amount is then multiplied by the square root of our average stage length divided by 1,000. See Appendix A for a reconciliation of Adjusted CASM ex-fuel (SLA 1,000) to the corresponding GAAP measures. We believe that excluding aircraft fuel is useful to investors as it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence. The price of fuel, over which we have limited control, impacts the comparability of period-to-period financial performance, and excluding the price of fuel allows management an additional tool to understand and analyze our non-fuel costs and core operating performance, and increases comparability with other airlines that also provide a similar metric. Additionally, we believe this metric is useful because it removes certain items that may not be indicative of base operating performance or future results. Further, adjusting the metric by normalizing stage length to 1,000 miles further increases comparability with other airlines and their respective network compositions. Adjusted CASM ex-fuel (SLA 1,000) 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 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 and based on forecasted fuel costs. The sum of these non-GAAP adjustments is referred to as the “pre-tax impact.” See Appendix A for a reconciliation of adjusted pre-tax income (loss) to the corresponding GAAP measure. 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. 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 2024 are included in the table below. In early 2025, our Compensation Committee reviewed our fiscal year 2024 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, Mitchell, Dempsey, and Schroeter, and 110% for Messrs. Diamond and Clerc based on our Compensation Committee’s determination, in its discretion.

  23. Performance-Based Cash Incentives

    | 2024 Goals | | | | | 2024 Actual Results | Percent Achieved (Achievement Level x Weighting) | | Performance Metric | Threshold | Target | Stretch | Maximum | | | | 2024 Year-end Net Cash(1) | $175M | $276M | $325M | $375M | $237M | 19% | | Adjusted Full-Year CASM ex-fuel (SLA 1,000 miles)(2) | 6.27 | 6.21 | 6.18 | 6.15 | 6.42(3) | — | | Full-Year Adjusted Pre-Tax Margin(4) | 5.5% | 7.5% | 8.5% | 9.5% | 0.9%(5) | — | | Operational Objectives | 1 of 4 | 2 of 4 | 3 of 4 | 4 of 4 | 4 of 4 | 60% |

  24. Performance-Based Cash Incentives

    (1)Calculated as cash and cash equivalents less debt. (2)The 2024 goals were set using forecasted ASMs, which gave effect to certain adjustments resulting from expected fleet disruptions as of the date such goals were approved. (3)The actual results that were reviewed by the Compensation Committee to determine corporate performance achievement gave effect to the same forecasted ASM adjustments used to set the 2024 goals. Without giving effect to such adjustments, our actual result was $6.44. See Appendix A for a reconciliation of Adjusted CASM ex-fuel (SLA 1,000) to the corresponding GAAP measure, which does not give effect to the forecasted adjustments described above. (4)The 2024 goals were based on an average forecasted fuel price of $2.74 per gallon. (5)The actual results that were reviewed by the Compensation Committee to determine corporate performance achievement gave effect to the same forecasted fuel cost used to set the 2024 goals. Based on the actual 2024 average fuel price of $2.73 per gallon, our actual result was 1%. See Appendix A for a reconciliation of adjusted pre-tax income (loss) and adjusted pre-tax margin to the corresponding GAAP measures, which does not give effect to the forecasted fuel price described above. 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 79% attainment level for the 2024 corporate goals.

  25. Performance-Based Cash Incentives

    | Operational Objective | 2024 Measure | 2024 Actual Results | Target Objective Achieved? | | Aircraft Availability at Start of Day | 92% or better | 94% | Yes | | Controllable Turn Performance | 75% or better | 86% | Yes | | Head Start On-Time Percentage | 75% or better | 77% | Yes | | DOT Mishandled Bag Rate (Industry Rank) (1)(2) | 4 or better | 4 | Yes |

  26. Performance-Based Cash Incentives

    (1)The industry includes the following carriers: American Airlines, Delta Air Lines, United Airlines, Southwest Airlines, Alaska Airlines, JetBlue Airways, Hawaiian Airlines, Spirit Airlines, Allegiant Air and Frontier Airlines. (2)Based on DOT 2024 cumulative monthly data. Following its review and determinations, our Compensation Committee awarded 2024 cash bonuses to each NEO as set forth in the table below.

  27. Performance-Based Cash Incentives

    | Name | Bonus Target ($) | Corporate Performance Bonus (Equal to 75% x bonus target x 79%) ($) | Individual Performance Bonus (equal to 25% x bonus target x 79% x individual achievement level) ($) | Annual Performance Bonus Paid (corporate + individual) ($) | | Barry L. Biffle | 901,333 | 534,039 | 178,014 | 712,053 | | Mark C. Mitchell | 331,249 | 196,265 | 65,422 | 261,687 | | James G. Dempsey | 636,863 | 377,342 | 125,780 | 503,122 | | Howard M. Diamond | 358,876 | 212,634 | 77,966 | 290,600 | | Alexandre Clerc | 254,317 | 150,683 | 55,250 | 205,933 | | Robert A. Schroeter | 223,034 | 132,148 | 44,049 | 176,197 |

  28. Performance-Based Cash Incentives

    For fiscal year 2025, our Compensation Committee has approved the fiscal year 2025 Management Bonus Plan for all executives. The 2025 Management Bonus Plan for our executives is similar to the 2024 Management Bonus Plan.

  29. 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. During 2024, our Board granted RSUs to certain NEOs as follows: Mr. Clerc: 216,573 on February 1, 2024; Mr. Diamond: 136,535 on February 1, 2024 and Mr. Schroeter: 291,096 on May 1, 2024. For Mr. Diamond, each award of RSUs, which were given as a promotional award, vests as to one-third of the total number of RSUs awarded on each of February 1, 2025, February 1, 2026, and February 1, 2027, subject to his continued service to us. For Messrs. Clerc and Schroeter, a portion of their awards reflect new hire grants (188,324 and 171,233, respectively) and a portion reflects long-term incentive awards (28,249 and 119,863, respectively). The new-hire awards vest in four substantially equal annual installments, with the vesting of Mr. Clerc's new-hire award commencing on January 8, 2025 and the vesting of Mr. Schroeter's new-hire award commencing on March 25, 2025, subject to the respective NEO's continued service to us. The long-term incentive awards vest in three substantially equal annual installments, with the vesting of Mr. Clerc's long-term incentive award commencing on January 8, 2025 and the vesting of Mr. Schroeter's long-term incentive award commencing on March 25, 2025, subject to the respective NEO’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.

  30. 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.

  31. 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.

  32. 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 2024, 2023, and 2022.

  33. 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 | | | | | | | | | | 2024 | 721,066 | — | — | 712,053 | 10,350 | 1,443,469 | | | 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 | | Mark C. Mitchell Senior Vice President, Chief Financial Officer | | | | | | | | | | 2024 | 473,213 | — | — | 261,687 | 10,350 | 745,250 | | | 2023 | 398,986 | 741,989 | 1,348,958 | 172,733 | 9,900 | 2,672,566 | | James G. Dempsey President | | | | | | | | | | 2024 | 636,863 | — | — | 503,122 | 9,549 | 1,149,534 | | | 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 | | Howard M. Diamond Executive Vice President, Legal and Corporate Affairs and Corporate Secretary | | | | | | | | | | 2024 | 481,066 | — | 725,001 | 290,600 | 10,350 | 1,507,017 | | | 2023 | 437,863 | 1,202,940 | 1,500,419 | 241,908 | 9,900 | 3,393,030 | | Alexandre Clerc Senior Vice President, Customers | | | | | | | | | | 2024 | 391,257(6) | 100,000 | 1,150,003 | 205,933(6) | 111,423 | 1,958,616 | | Robert A. Schroeter Senior Vice President, Chief Commercial Officer | | | | | | | | | | 2024 | 318,620(6) | — | 1,700,001 | 176,197(6) | 206,539 | 2,401,357 |

  34. 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 2024 for Mr. Clerc represent his signing bonus per his employment agreement. Refer to additional details in “Executive Compensation Tables — Employment and Separation Agreements with NEOs” below. (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 2024 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 2024 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 Messrs. Clerc and Schroeter. Amounts for Mr. Clerc include $74,571 related to relocation and $30,090 associated tax expense reimbursement, UATP benefits and our matching employer contributions under our 401(k) plan. Amounts for Mr. Schroeter include $141,731 related to relocation and $57,147 associated tax expense reimbursement, as well as 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 Messrs. Clerc and Schroeter have been pro-rated based on their commencement of employment in January 2024 and March 2024, respectively.

  35. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table represents our grants of non-equity and equity incentive plan-based awards made to our NEOs for fiscal year 2024.

  36. Grants of Plan-Based Awards in Fiscal Year 2024

    | 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 | 450,667 | 901,333 | 1,802,666 | | | | Mark C. Mitchell | N/A | 165,625 | 331,249 | 662,498 | | | | James G. Dempsey | N/A | 318,432 | 636,863 | 1,273,726 | | | | Howard M. Diamond | N/A | 179,438 | 358,876 | 717,752 | | | | | February 1, 2024 | | | | 136,535(3) | 725,001 | | Alexandre Clerc | N/A | 127,159 | 254,317 | 508,634 | | | | | February 1, 2024 | | | | 216,573(4) | 1,150,003 | | Robert A. Schroeter | N/A | 111,517 | 223,034 | 446,068 | | | | | May 1, 2024 | | | | 291,096(5) | 1,700,001 |

  37. Grants of Plan-Based Awards in Fiscal Year 2024

    (1)Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column relate to amounts payable under our 2024 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 weighted base salary of each NEO for 2024 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 2025 for performance in fiscal year 2024 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 2024 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 1, 2025, February 1, 2026 and February 1, 2027, subject to the executive continuing to provide services to us through such date. (4)Constitutes 28,249 RSUs that vest as to one-third of the total number of RSUs on each of January 8, 2025, January 8, 2026 and January 8, 2027, subject to the executive continuing to provide services to us through such date. Additionally, constitutes 188,324 RSUs that vest as to one-fourth of the total number of RSUs on each of January 8, 2025, January 8, 2026, January 8, 2027 and January 8, 2028, subject to the executive continuing to provide services to us through such date. (5)Constitutes 119,863 RSUs that vest as to one-third of the total number of RSUs on each of March 25, 2025, March 25, 2026 and March 25, 2027, subject to the executive continuing to provide services to us through such date. Additionally, constitutes 171,233 RSUs that vest as to one-fourth of the total number of RSUs on each of March 25, 2025, March 25, 2026, March 25, 2027, and March 25, 2028, subject to the executive continuing to provide services to us through such date.

  38. 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, 2024.

  39. 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 | 3/15/2016 | 1,364,580 | — | 3.92 | 3/15/2026 | — | — | | | 2/3/2022 (2) | — | — | — | — | 60,992 | 433,653 | | | 2/8/2023 (2) | — | — | — | — | 132,354 | 941,037 | | | 10/25/2023 (2) | — | — | — | — | 468,750 | 3,332,813 | | Mark C. Mitchell | 9/18/2015 | 158,803 | — | 1.36 | 9/18/2025 | — | — | | | 2/3/2022 (2) | — | — | — | — | 4,069 | 28,931 | | | 2/8/2023 (2) | — | — | — | — | 7,314 | 52,003 | | | 2/8/2023 (3) | — | — | — | — | 6,177 | 43,918 | | | 10/16/2023 (2) | — | — | — | — | 86,806 | 617,191 | | | 10/25/2023 (2) | — | — | — | — | 104,167 | 740,627 | | James G. Dempsey | 12/9/2019 | 266,000 | — | 10.55 | 12/9/2029 | — | — | | | 2/3/2022 (2) | — | — | — | — | 21,215 | 150,839 | | | 2/8/2023 (2) | — | — | — | — | 58,824 | 418,239 | | | 10/16/2023 (2) | — | — | — | — | 130,209 | 925,786 | | | 10/25/2023 (2) | — | — | — | — | 312,500 | 2,221,875 | | Howard M. Diamond | 2/3/2022 (2) | — | — | — | — | 12,348 | 87,794 | | | 2/8/2023 (2) | — | — | — | — | 22,656 | 161,084 | | | 2/8/2023 (3) | — | — | — | — | 17,773 | 126,366 | | | 10/25/2023 (2) | — | — | — | — | 125,868 | 894,921 | | | 2/1/2024 (2) | — | — | — | — | 136,535 | 970,764 | | Alexandre Clerc | 1/8/2024 (2) | — | — | — | — | 28,249 | 200,850 | | | 1/8/2024 (4) | — | — | — | — | 188,324 | 1,338,984 | | Robert A. Schroeter | 3/25/2024 (2) | — | — | — | — | 119,863 | 852,226 | | | 3/25/2024 (4) | — | — | — | — | 171,233 | 1,217,467 |

  40. Outstanding Equity Awards at Fiscal Year End

    (1)Calculated using $7.11 per share, the closing trading price of our common stock as of December 31, 2024. (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 remaining award vests in the amount of 11,331 and 6,442, respectively. Mr. Mitchell’s remaining award vests in the amount of 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.

  41. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table contains information about stock options exercised and vesting of RSUs during fiscal year 2024 by our NEOs.

  42. Option Exercises and Stock Vested in Fiscal Year 2024

    | 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 | 191,620 | 844,071 | 414,034 | 2,802,332 | | Mark C. Mitchell | — | — | 111,731 | 731,512 | | James G. Dempsey | — | — | 290,030 | 1,929,495 | | Howard M. Diamond | — | — | 112,387 | 765,947 | | Alexandre Clerc | — | — | — | — | | Robert A. Schroeter | — | — | — | — |

  43. Option Exercises and Stock Vested in Fiscal Year 2024

    (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.

  44. 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.

  45. 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.

  46. 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, 2024 (and that a Change in Control occurred on December 31, 2024, 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.

  47. 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 | 725,000(1) | 1,613,386(2) | — | 28,296(3) | 11,000(4) | 2,377,682 | | | Termination without Cause or a Constructive Termination in Connection with a Change in Control | 1,450,000(5) | 2,514,719(6) | 4,707,503(7) | 56,592(8) | 22,000(9) | 8,750,814 | | Mark C. Mitchell | Termination without Cause | 474,000(1) | 331,249(2) | — | — | 8,250(4) | 813,499 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 948,000(5) | 662,498(6) | 1,482,670(7) | — | 16,500(9) | 3,109,668 | | James G. Dempsey | Termination without Cause | 638,000(1) | 636,863(2) | — | 34,023(3) | 8,250(4) | 1,317,136 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 1,276,000(5) | 1,776,848(6) | 3,716,739(7) | 68,046(8) | 16,500(9) | 6,854,133 | | Howard M. Diamond | Termination without Cause | 485,000(1) | 358,876(2) | — | — | 8,250(4) | 852,126 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 970,000(5) | 717,752(6) | 2,240,929(7) | — | 16,500(9) | 3,945,181 | | Alexandre Clerc | Termination without Cause | 400,000(1) | 254,317(2) | 334,746(10) | — | 8,250(4) | 997,313 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 800,000(5) | 508,634(6) | 1,539,834(7) | — | 16,500(9) | 2,864,968 | | Robert A. Schroeter | Termination without Cause | 415,000(1) | 223,034(2) | — | — | 8,250(4) | 646,284 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 830,000(5) | 446,068(6) | 2,069,693(7) | — | 16,500(9) | 3,362,261 |

  48. 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 2024 under the Management Bonus Plan since the assumed termination date would be December 31, 2024. (3)Represents continued coverage under COBRA for 12 months for each NEO based on the incremental cost of our contribution as of December 31, 2024 to provide this coverage. Messrs. Mitchell, Diamond, Clerc and Schroeter are not eligible for continued Company-paid 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 2024. (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 2024 under the Management Bonus Plan since the assumed termination date would be December 31, 2024. (7)Represents the aggregate value of Mr. Biffle’s, Mr. Mitchell’s, Mr. Dempsey’s, Mr. Diamond’s, Mr. Schroeter’s and Mr. Clerc’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 ($7.11) as of December 31, 2024. 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, 2024 to provide this coverage. Messrs. Mitchell, Diamond, Clerc and Schroeter are not eligible for continued Company-paid 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 2024. (10)Mr. Clerc’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.

  49. 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, 2024 the annual total compensation of our Chief Executive Officer, as set forth in the Summary Compensation Table, was $1,443,469, and the median of the annual total compensation of all employees, other than our Chief Executive Officer, was $58,277, resulting in a ratio of 25:1 (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, 2024 as the date for establishing the employee population used in identifying the median employee and 2024 as the measurement period. We captured all full time, part-time, and temporary employees globally as of December 31, 2024. We identified the median employee annual compensation using W-2 reportable wages as of December 31, 2024. 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.

  50. Pay Versus Performance

    Pay Versus Performance

  51. 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, 2024, 2023, 2022 and 2021, and our financial performance for each such fiscal year:

  52. 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) ($) | | | | 2024 | 1,443,469 | 3,077,633 | 1,552,355 | 2,177,629 | 38 | 63 | 85 | 1% | | 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)% |

  53. Pay Versus Performance Tables

    (1)The Principal Executive Officer (“PEO”) in fiscal years 2024, 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: 2024: Mark C. Mitchell, James G. Dempsey, Howard M. Diamond, Alexandre Clerc and Robert A. Schroeter. 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 Appendix A for a reconciliation of adjusted pre-tax income (loss) to the corresponding GAAP measure. While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted Pre-Tax 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:

  54. Pay Versus Performance Tables

    | Adjustments | 2024 | | | | PEO | Average Non-PEO NEOs | | Deduction for “Stock Awards” in the Summary Compensation Table for Applicable Fiscal Year | — | (715,001) | | 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 | — | 916,058 | | 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 | 1,092,458 | 300,276 | | 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 | 541,706 | 123,941 | | Increase Based on Dividends or Other Earnings on Stock Awards Paid during Applicable Fiscal Year | — | — | | 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 | — | — | | Total Adjustments | $1,634,164 | $625,274 |

  55. 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, 2024, 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.

  56. 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.

  57. 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).

  58. 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.

  59. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 1. Powers of the Board. Except as otherwise provided by this Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by applicable law or by this Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, except for such powers, acts and things that are by the DGCL, this Certificate of Incorporation ofor the Bylaws of the Corporation required to be exercised or done by the stockholders of the Corporation. Section 2. Classification of the Board. Subject to the rights and preferences, if any, of any holders of any outstanding series of Preferred Stock to elect directors, the directors of the Corporation shall be and are classified with respect to the time for which they severally hold office into three classes, designated as Class I, Class II and Class III. The initial Class III directors shall continue to serve for a term expiring at the first annual meeting of the stockholders following the time at which the initial classification of the Board becomes effective; the initial Class IIEffective Time; the Class III directors shall continue to serve for a term expiring at the second annual meeting of the stockholders following the time at which the initial classification of the Board becomes effective; and the initial Class IIIEffective Time; and the Class I directors shall continue to serve for a term expiring at the third annual meeting of stockholders following the time at which the initial classification of the Board becomes effectiveEffective Time. At each annual meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the time at which the initial classification of the Board becomes effectiveEffective Time, subject to the rights and preferences, if any, of any holders of any outstanding series of Preferred Stock to elect directors, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. No decrease in the number of directors shall shorten the term of any incumbent director. The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II and Class III. Section 3. Number of Directors. Subject to the rights and preferences, if any, of any holders of any outstanding series of Preferred Stock to elect directors, the number of directors which shall constitute the whole Board of Directors shall be no less than one and not more than fifteen members and be fixed exclusively by one or more resolutions adopted from time to time by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Notwithstanding anything to the contrary in this Certificate of Incorporation or the Bylaws of the Corporation, at least two-thirds of the members of the Board of Directors shall be “citizens of the United States” as provided under Applicable Law (as defined in Article V) and the ChairmanChair of the Board shall be a “citizen of the United States” as provided under Applicable Law for so long as required by Applicable Law. If the number of Non-Citizens (as defined in Article V) serving on the Board of Directors at any time exceeds the limitations provided under Applicable Law, one or more directors who are Non-Citizens shall, in reverse chronological order based on their tenure of service on the Board of Directors, cease to be qualified as directors and shall automatically cease to be directors. Section 4. Removal of Directors. Subject to the rights and preferences, if any, of any holders of any outstanding series of Preferred Stock to elect directors, (a) until such time as Indigo Frontier Holdings Company, LLC or any successor thereto by merger, consolidation, acquisition of all or substantially all assets or otherwise by operation of law or any of its Affiliates (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) (“Indigo”) ceases to beneficially own shares of Common Stock representing at least a majority of the voting power (“Indigo Control”) of all the then outstanding shares of capital stock of the Corporation entitled to vote at an election of directors (the “Voting Stock”), the Board of Directors or any individual director may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the voting power of the Voting Stock and (b) from and after such time as the Corporation is no longer under Indigo Control, the Board of Directors or any individual director may be removed from office at any time only for cause by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of capital stock of the Corporation entitled to vote at an election of directors (the “Voting Stock”). Section 5. Vacancies and Newly Created Directorships. Subject to the rights and preferences, if any, of any holders of any outstanding series of Preferred Stock to elect directors, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class for which the vacancy or newly created directorship was created or occurred and until such director’s successor shall have been elected and qualified, or until such director’s earlier death, resignation, disqualification or removal.

  60. BOARD OF DIRECTORS

    Section 6. Preferred Directors. Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors pursuant to this Certificate of Incorporation, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total number of authorized directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to this Certificate of Incorporation, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his earlier death, disqualification, resignation, disqualification or removal. Except as otherwise provided in the Certificate of Designation(s) in respect of one or more series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate, such additional directors shall automatically cease to be qualified and the total authorized number of directors of the Corporation shall automatically be reduced accordingly. Section 7. Bylaws. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Certificate of Incorporation or the Bylaws of the Corporation, the adoption, amendment or repeal of the Bylaws of the Corporation by the stockholders of the Corporation shall require the affirmative vote of the holders of (a) a majority of the voting power of the Voting Stock while the Corporation is under Indigo Control and (b) from and after the time that the Corporation is no longer under Indigo Control, at least sixty-six and two-thirds percent (66⅔%) of the voting power of the Voting Stock. Section 8. Elections of Directors. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. Section 9. Officers. Except as otherwise expressly delegated by resolution of the Board of Directors, the Board of Directors shall have the exclusive power and authority to appoint and remove officers of the Corporation. Notwithstanding anything to the contrary in this Certificate of Incorporation or the Corporation’s Bylaws, (a) the Chief Executive Officer, if any, and the President, and at least two-thirds of the other managing officers of the Corporation shall be “citizens of the United States,” as defined under Applicable Law (as defined abovein Article V) for so long as such restrictions are required by Applicable Law (as defined in Article X below).