DEF 14A of Frontier Group Holdings, Inc., Apr 2, 2026

DEF 14A of Frontier Group Holdings, Inc.

Filed Apr 2, 2026 · FY20250001670076-26-000039

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | 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 | 57 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 58 | | MANAGEMENT SERVICES | 58 | | REGISTRATION RIGHTS AGREEMENT | 58 | | DIRECTOR AND OFFICER INDEMNIFICATION AND INSURANCE | 58 | | CODESHARE AGREEMENT | 58 | | OUR POLICY REGARDING RELATED PARTY TRANSACTIONS | 59 | | ADDITIONAL INFORMATION | 60 | | STOCKHOLDER PROPOSALS | 60 | | HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 60 | | SOLICITATION OF PROXIES | 60 | | 2025 ANNUAL REPORT | 60 | | OTHER MATTERS | 61 | | APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES | A-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 | | Andrew S. Broderick | 2018 | No | | | Member | | Member | | Bernard L. Han | 2014 | Yes | Chair | | Member | | | | Anthony D. Salcido | 2026 | Yes | Member | | | | Member | | Alejandro D. Wolff | 2019 | Yes | | Chair | | Member | |

  4. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS Our Board has nominated Andrew S. Broderick, Bernard L. Han, Anthony D. Salcido, and Alejandro D. Wolff as Class II director nominees for election at the Annual Meeting to hold office until the annual meeting of stockholders to be held in 2029, and until their respective successors are duly elected and qualified.

  5. 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. Broderick, Han, Salcido, and Wolff.

  6. 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 II directors elected at the Annual Meeting will begin at the Annual Meeting and end at our 2029 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 2, 2026.

  7. 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* | 88 | I | No | | | | | | | Andrew S. Broderick | 42 | II | No | | | Member | | Member | | Josh T. Connor | 52 | I | Yes | | Member | Member | | | | James G. Dempsey | 51 | III | No | | | | | | | Brian H. Franke | 62 | III | No | | | Chair | | Member | | Robert J. Genise | 78 | III | Yes | Member | | | | Chair | | Bernard L. Han | 62 | II | Yes | Chair | | Member | | | | Ofelia Kumpf | 56 | III | Yes | | Member | | Chair | | | Nancy L. Lipson | 56 | I | Yes | | Member | | Member | | | Patricia Salas Pineda | 74 | I | Yes | Member | | | Member | | | Anthony D. Salcido | 66 | II | Yes | Member | | | | Member | | Alejandro D. Wolff | 69 | II | Yes | | Chair | | Member | |

  8. Our Board of Directors

    *Chairperson

  9. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS

  10. Director Qualifications

    Director Qualifications We believe variety in the skills, experiences and backgrounds of our directors is important in enabling our Board to best represent the interests of our customers, employees and management. The following matrix provides self-reported information about some of the skills, qualifications, and experiences of each director on our Board. The matrix is not intended to be an exhaustive list of each of our directors' skills, qualifications, or contributions to the Board. In addition, the absence of a particular skill or experience with respect to any of our directors does not mean that the director is unable to contribute to the decision-making process in that area.

  11. Director Qualifications

    | Skills, Qualifications and Experience | W. Franke | Dempsey | Broderick | Connor | B. Franke | Genise | Han | Kumpf | Lipson | Pineda | Salcido | Wolff | | Public Company | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | | Senior Leadership | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | | | ◆ | ◆ | ◆ | | Public Company Board Membership | ◆ | | ◆ | ◆ | ◆ | ◆ | ◆ | | ◆ | ◆ | | ◆ | | Corporate Governance | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | | Airline, Travel & Transportation Industry | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | | | | | ◆ | | Financial Literacy & Expertise | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | | ◆ | ◆ | ◆ | | Capital Allocation & Corporate Financing | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | | ◆ | ◆ | ◆ | | | Marketing, Sales & Business Development | ◆ | ◆ | | | ◆ | ◆ | | ◆ | | | | | | Strategic Planning & Execution | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | | ◆ | | Risk Management | ◆ | ◆ | | ◆ | | ◆ | ◆ | | ◆ | ◆ | ◆ | | | Human Capital Management | ◆ | ◆ | | ◆ | ◆ | ◆ | | ◆ | ◆ | ◆ | | ◆ | | Information Technology & Cybersecurity | | ◆ | | | | | | | | | ◆ | | | International Business | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | ◆ | | Legal, Regulatory & Public Policy | ◆ | ◆ | | | | | | | ◆ | ◆ | ◆ | ◆ |

  12. Director Biographies

    Director Biographies

  13. 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 2004, 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. (“Spirit”) 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 a 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 on 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 has served on the board of directors of Centerra Gold Inc. since 2025. 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, Earthjustice, an environmental non-profit organization, from August 2018 to August 2024, 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.

  14. 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 CycloKinetics, Inc., 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. Anthony D. Salcido has served as a member of our Board since February 2026. Mr. Salcido served as the Chief Accounting Officer of Toyota Motors North America from June 2017 until his retirement in July 2019, after previously serving in various senior financial positions within Toyota since January 2005. From September 2020 to February 2026, he served on the Board of Trustees and as Finance Committee Chair for Social and Public Art Resource Center and previously served on the Board of Trustees and as Audit Committee Chair of the Hispanic Scholarship Fund from January 2008 to September 2021 and as Audit Committee Chair of Toyota Motors Credit Corporation from January 2011 to July 2019. Mr. Salcido holds a B.S. in business administration from the University of Southern California and is a Certified Public Accountant (inactive). We believe Mr. Salcido is qualified to serve on our Board due to his financial expertise and general 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.

  15. Class III Directors

    Class III Directors James G. Dempsey has served as a member of our Board of Directors since January 2026 when he was appointed President and Chief Executive Officer. Prior to his appointment as Chief Executive Officer, Mr. Dempsey served as our President from October 2023 to December 2025 where he had responsibility for Commercial, Customer Care and Operations Research, Design and Planning functions. Prior to that, Mr. Dempsey served as our Executive Vice President and Chief Financial Officer from December 2019 to October 2023, after serving as our Chief Financial Officer from May 2014 to December 2019. From July 2006 to April 2014, Mr. Dempsey served as treasurer at Ryanair Holdings PLC. From 2003 to 2006, Mr. Dempsey served as head of investor relations at Ryanair. Mr. Dempsey served in various management roles with PricewaterhouseCoopers LLP from 2000 to 2003. Mr. Dempsey holds a Bachelor of Commerce Degree from the University College Dublin and is a fellow of the Institute of Chartered Accountants in Ireland. We believe Mr. Dempsey is qualified to serve on our Board due to his experience in the airline industry and with the Company. 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 served on the University of Arizona Foundation board from 2016 to 2025. 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 and on the board of directors of AI Dynamics, Inc. since 2022. 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 the Chief Operating Officer for CJ Foodville USA, Inc and Tous Les Jours International since June 2025. Ms. Kumpf 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., from December 2024 to June 2025. 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. She previously served on the boards of trustees of Ronald McDonald House, Westside Los Angeles, Southern California Public Radio, 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 food service industry.

  16. 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.

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  18. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation The table below provides information regarding compensation we paid to our non-employee directors in 2025. Messrs. James G. Dempsey, our Chief Executive Officer and President, and Barry L. Biffle, our former Chief Executive Officer, are not included in the table because they are employees and receive no compensation for services as a member of the

  19. DIRECTOR COMPENSATION (continued)

    DIRECTOR COMPENSATION (continued) Board. Refer to the “Summary Compensation Table” section of this proxy statement for Mr. Biffle’s and Mr. Dempsey's 2025 compensation.

  20. DIRECTOR COMPENSATION (continued)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total(2) ($) | | Josh T. Connor | 100,000 | 140,000 | 240,000 | | Brian H. Franke | 122,000 | 140,000 | 262,000 | | William A. Franke | 102,000 | 140,000 | 242,000 | | 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 | 118,000 | 140,000 | 258,000 | | Nancy L. Lipson | 100,000 | 140,000 | 240,000 | | Michael R. MacDonald(3) | 37,363 | — | 37,363 | | Patricia Salas Pineda | 100,000 | 140,000 | 240,000 | | Alejandro D. Wolff | 118,000 | 140,000 | 258,000 |

  21. DIRECTOR COMPENSATION (continued)

    (1)Amounts shown represent the grant date fair value of RSUs granted during fiscal year 2025 as calculated in accordance with ASC Topic 718. See Note 9 to the financial statements included in our 2025 Annual Report for the assumptions used in calculating this amount. On May 15, 2025, each then continuing non-employee director received an annual grant of 34,230 RSUs that, in each case, will vest in full on May 14, 2026, subject to continued service through the vesting date. No other equity awards were made to our non-employee directors during 2025. As of December 31, 2025, each non-employee director held 34,230 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)Mr. MacDonald retired from the Board at the 2025 Annual Meeting on May 15, 2025.

  22. Determination of Compensation

    Determination of Compensation Our Compensation Committee meets periodically to review and consider recommendations from the Chief Executive Officer with respect to each NEO’s base salary, annual bonus compensation, and long-term equity awards, other than with respect to themself. At the same time, our Compensation Committee reviews and determines adjustments, if necessary, to the Chief Executive Officer’s compensation, including their base salary, annual bonus compensation, and long-term equity awards. Our Compensation Committee annually evaluates our company-wide performance against the approved performance targets for the prior fiscal year. Our Compensation Committee also meets periodically to discuss compensation-related matters as they arise during the year. For fiscal year 2025, our Compensation Committee determined each individual component of compensation for our NEOs. The Chief Executive Officer evaluates each other NEO’s individual performance and contributions at the end of each fiscal year and reports their recommendations regarding each element of the other NEOs’ compensation to our Compensation Committee. The Chief Executive Officer does not participate in any discussion with our Compensation Committee regarding decisions on their own compensation and they recuse themselves from meetings when their compensation is discussed. Our Compensation Committee has also engaged Willis Towers Watson, a compensation consultant, to advise us on compensation philosophy, the selection of a group of peer companies to use for compensation benchmarking purposes, and cash and equity compensation levels for our directors, executives, and other employees based on current market practices. Willis Towers Watson reports directly to our Compensation Committee and does not provide any non-compensation related services to us. Our Compensation Committee has evaluated Willis Towers Watson’s independence pursuant to the Nasdaq Rules and the relevant SEC rules and has determined that no conflict of interest has arisen as a result of the work performed by Willis Towers Watson. In addition, our Compensation Committee evaluated the independence of its other outside advisors, including outside legal counsel, considering the same independence factors and concluded their work for the Compensation Committee does not raise any conflicts of interest. We generally rely on a flexible compensation program that allows us to adapt components and levels of compensation to motivate and reward individual executives to achieve certain Company-wide and individual goals. Subjective factors considered in compensation determinations include an executive’s experience and capabilities, contributions to the executive’s business unit or department, contributions to our overall company performance, and whether the total compensation structure is sufficient to ensure the retention of the executive after taking into account the compensation potential that may be available elsewhere. During fiscal year 2025, our Compensation Committee reviewed the primary aspects of our compensation programs for our NEOs, including base salaries, performance-based bonuses, and equity grants. As part of this process, our Compensation Committee consulted compensation surveys and gained a general understanding of current compensation practices through its compensation consultant, Willis Towers Watson. The surveys provided by Willis Towers Watson reported data on the total compensation, position, and responsibilities of executives employed by similarly situated companies in our industry and other companies based on revenue. Willis Towers Watson led our Compensation Committee through a detailed review of recent executive compensation trends, including as to the form and amount of cash compensation and equity grants. For fiscal year 2025, Willis Towers Watson recommended, and our Compensation Committee approved, the following peer group (the “Compensation Peer Group”), consisting of competitor airlines, for compensation market comparison purposes: •Alaska Air Group, Inc. •Hawaiian Holdings, Inc. •JetBlue Airways Corporation •Spirit Airlines, Inc. •Allegiant Travel Company •SkyWest, Inc. The selection of companies for the Compensation Peer Group focused on small- to medium-sized passenger carriers as an appropriate population for assessing the amounts and percentile rankings of compensation elements for NEOs, including base salaries, short-term incentives (bonuses), and long-term equity-based incentives. Our Compensation Committee determined that our competition for executive talent came significantly from these carriers. Willis Towers Watson primarily used the Compensation Peer Group to assess the competitiveness of our Chief Executive Officer’s compensation, as this position would normally be recruited from other passenger airlines. Consistent with its prior year methodology, in early 2025, in assessing the compensation of our NEOs, Willis Towers Watson used a blended approach consisting of both peer airline proxy and survey data and broader survey data, adjusted for revenue size when possible, as these positions could also be recruited from companies in other industries. Willis Towers Watson weighted the general industry companies at 25% and the airline peer companies at 75% when evaluating our executive compensation and recommending adjustments. For its 2025 analysis, the survey data was pulled from the following three executive pay surveys and projected to spring 2025: •Seabury’s 2019 Airline Industry Compensation Survey; •Mercer’s U.S. SIRS 2019 Airline and Transportation Compensation Survey; and •Willis Towers Watson’s 2024 General Industry Executive Compensation Survey. When possible, the data from the general industry executive survey was cut in scope to focus on companies with revenues approximating the median revenue of our Compensation Peer Group of approximately $4.5 billion. Our Compensation Committee has historically approved an overall guideline of total direct compensation for our senior management generally around the market median. Our executive compensation philosophy contemplates that our Compensation Committee would annually select a mix of base salary, annual target incentive compensation, and long-term target incentive compensation intended to deliver total target direct compensation for our executive officers, in the aggregate, at approximately the market 50th percentile. However, our Compensation Committee reserved discretion to deviate from the above guidelines as necessary to account for changing industry characteristics, our particular business model, individual performance, and other factors. Willis Towers Watson’s 2025 analysis indicated that, in the aggregate, our NEOs’ 2025 total target compensation (base salary plus target bonus opportunity and long-term incentives) was generally aligned with the desired pay positioning, approximating the 50th percentile of the market.

  23. 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 2025 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 their role with us and the level of responsibility held by each NEO, which our Compensation Committee believes directly correlates to their ability to influence corporate results. For fiscal year 2025, 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, 100% for Mr. Dempsey, 75% for Mr. Diamond, and 70% for Messrs. Mitchell, Clerc and Schroeter. Actual bonus payout ranges from 0% to 200% of the target bonus depending on achievement of the performance metrics defined below. In connection with his appointment as Chief Executive Officer, our Compensation Committee increased Mr. Dempsey’s fiscal year 2026 target bonus opportunity to 125%. 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 2025, 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 2025, 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 2025 were as follows:

  24. Performance-Based Cash Incentives

    | Performance Metric | Weighting | | 2025 Year-end Net Cash(1) | 35% | | Full-Year Adjusted CASM (Industry Rank)(2) | 35% | | Operational Objectives(3) | 30% |

  25. Performance-Based Cash Incentives

    (1)Calculated as unrestricted cash and cash equivalents less debt, excluding lease obligations. (2)Adjusted cost per available seat mile (“CASM”) is a non-GAAP measure and represents all operating expenses, excluding special items, divided by ASMs. There were no adjustments or special items in 2025 and therefore our adjusted CASM as of December 31, 2025 was equal to CASM, which is a GAAP measure. We believe it is a useful metric to properly compare our cost management and performance to other peers, as derivations of adjusted CASM are well-recognized performance measurements in the airline industry that are frequently used by our management, as well as by investors, securities analysts and other interested parties in comparing the operating performance of companies in the airline industry. Additionally, the Company believes this metric is useful because it removes certain items that may not be indicative of base operating performance or future results. 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. (3)Refers to the following four operation objectives: (1) Aircraft Availability at Start of Day, (2) Controllable Turn Performance, (3) Head Start On-Time Percentage and (4) DOT Mishandled Bag Rate (Industry Rank) 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 2025 are included in the table below. In early 2026, our Compensation Committee reviewed our fiscal year 2025 company-wide performance with respect to determining bonuses to executive officers, as well as individual performance achievements. Based on the percent achieved for each individual corporate performance goal, as set forth in the table below, our Compensation Committee determined the total corporate performance percent achieved to be 130%. Our Compensation Committee also determined the achievement of the individual performance goals at 100% for Messrs. Biffle, Clerc, and Schroeter, 120% for Messrs. Diamond and Clerc, and 110% for Messrs. Dempsey and Mitchell.,

  26. Performance-Based Cash Incentives

    | 2025 Goals | | | | | 2025 Actual Results | Percent Achieved (Achievement Level x Weighting) | | Performance Metric | Threshold | Target | Stretch | Maximum | | | | 2025 Year-end Net Cash(1) | $274M | $424M | $499M | $574M | $40M | — | | Adjusted Full-Year CASM (Industry Rank)(2) | 4 of 8 | 3 of 8 | 2 of 8 | 1 of 8 | 1 of 8 | 70% | | Operational Objectives | 1 of 4 | 2 of 4 | 3 of 4 | 4 of 4 | 4 of 4 | 60% |

  27. Performance-Based Cash Incentives

    (1)Calculated as unrestricted cash and cash equivalents less debt, excluding lease obligations. (2)The industry includes the following carriers: American Airlines, Delta Air Lines, United Airlines, Southwest Airlines, Alaska Airlines, JetBlue Airways Corporation, Allegiant Air and Frontier Airlines. 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 130% attainment level for the 2025 corporate goals.

  28. Performance-Based Cash Incentives

    | Operational Objective | 2025 Measure | 2025 Actual Results | Target Objective Achieved? | | Aircraft Availability at Start of Day | 92% or better | 95% | Yes | | Controllable Turn Performance | 82% or better | 88% | Yes | | Head Start On-Time Percentage | 75% or better | 78% | Yes | | DOT Mishandled Bag Rate (Industry Rank) (1)(2) | 4 or better | 3 | Yes |

  29. Performance-Based Cash Incentives

    (1)The industry includes the following carriers: American Airlines, Delta Air Lines, United Airlines, Southwest Airlines, Alaska Airlines, JetBlue Airways Corporation, Allegiant Air and Frontier Airlines. (2)Based on DOT 2025 cumulative monthly data published prior to the February 2026 Compensation Committee. Following its review and determinations, our Compensation Committee awarded 2025 cash bonuses to each NEO as set forth in the table below.

  30. Performance-Based Cash Incentives

    | Name | Bonus Target ($) | Corporate Performance Bonus (Equal to 75% x bonus target x 130%) ($) | Individual Performance Bonus (equal to 25% x bonus target x 130% x individual achievement level) ($) | Annual Performance Bonus Paid (corporate + individual) ($) | | Barry L. Biffle | 930,963 | 907,688 | 302,563 | 1,210,251 | | James G. Dempsey | 655,074 | 638,697 | 234,189 | 872,886 | | Howard M. Diamond | 373,859 | 364,513 | 145,805 | 510,318 | | Mark C. Mitchell | 340,607 | 332,091 | 121,767 | 453,858 | | Alexandre Clerc | 287,549 | 278,383 | 93,449 | 371,832 | | Robert A. Schroeter | 298,049 | 290,598 | 96,866 | 387,464 |

  31. Performance-Based Cash Incentives

    For fiscal year 2026, our Compensation Committee has approved the fiscal year 2026 Management Bonus Plan for all executives. The 2026 Management Bonus Plan for our executives is similar to the 2025 Management Bonus Plan.

  32. 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. For fiscal year 2025, we introduced performance-based restricted stock unit (“PSUs”) grants to our NEOs in addition to the annual time-based restricted stock units ("RSUs"). The RSUs vest as to one-third of the total number of RSUs on each anniversary of the grant date, ending in 2028, subject to continued service, with certain contractual exclusions, through each vesting date. Each PSU award is granted at a target number, which represents the right to receive one share of common stock that may be issued to the participant provided certain performance and service conditions are met during each performance period. The annual PSU award granted is subject to a three-year performance period beginning January 1, 2025 and ending December 31, 2027 and vests on the third anniversary of the grant date, subject to continued service. For fiscal year 2025 only, our Compensation Committee approved one-time bridge PSU grants in order to maintain the NEOs’ annual vesting opportunities for 2026 and 2027. These one-time PSU grants are subject to one- and two-year performance periods beginning January 1, 2025 and ending December 31, 2025 and December 31, 2026, respectively, and vest on the first and second anniversaries of the grant date, respectively, in order to maintain the NEOs’ annual vesting opportunities for 2026 and 2027. The service condition for all PSUs granted requires continued service, with certain contractual exclusions, through the end of each vesting period. In addition to the service condition, each PSU was granted with either a non-market or market condition. The non-market and market conditions require achievement of certain adjusted pre-tax margin and total shareholder return targets, respectively, over each performance period. The number of shares of common stock awarded will be determined based on the achievement factor for the performance period ranging from 0% to 200% of the target shares. The achievement factor will be determined by summing the product of each condition’s weight multiplied by the relative achievement factor. The table below set forth the grants of RSUs and PSUs made to our NEOs on February 6, 2025.

  33. Equity-based Incentives

    | Name | Annual RSU Grant (#) | Annual PSU Grant (Three-Year Performance Period) (#) | One-Time PSU Grant (Two-year Performance Period) (#) | One-Time PSU Grant (One-year Performance Period) (#) | | Barry L. Biffle | 185,414 | 155,626 | 104,797 | 52,641 | | James G. Dempsey | 111,248 | 93,376 | 62,878 | 31,584 | | Howard M. Diamond | 55,006 | 46,169 | 31,089 | 15,617 | | Mark C. Mitchell | 43,263 | 36,313 | 24,453 | 12,283 | | Alexandre Clerc | 43,263 | 36,313 | 24,453 | 12,283 | | Robert A. Schroeter | 43,263 | 36,313 | 24,453 | 12,283 |

  34. Equity-based Incentives

    (1)Adjusted pre-tax margin is a non-GAAP measure and represents pre-tax income (loss), adjusted for special items, divided by revenues. The sum of these non-GAAP adjustments is referred to as the “pre-tax impact.” 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. See Appendix A for the reconciliation of adjusted pre-tax margin to the comparable GAAP measure. (2)Total shareholder return represents the change in the price of a share over the performance period (positive or negative). It is calculated based on the average market value (based on the average closing price during the twenty consecutive trading days) ending on the first day of the performance period as the beginning stock price, and the average market value (based on the average closing price during the twenty consecutive trading days) ending on the last day of the performance period as the ending stock price, and assuming dividends (if any) are reinvested based on the price of a share in accordance with the “total” return methodology. If the Company's total stockholder return for the performance period is negative, the achievement factor will be capped at 1.0. (3)The industry includes the following carriers: American Airlines, Delta Air Lines, United Airlines, Southwest Airlines, Alaska Airlines, JetBlue Airways Corporation, Allegiant Air and Frontier Airlines. (4)50% of the target grant value was granted as non-market PSUs tied to our adjusted pre-tax margin ranking based on the closing price on the grant date and 50% of the target grant value was granted as market PSUs tied to our total shareholder return ranking based on a Monte Carlo simulation model as of the grant date. Given the different valuation methodologies, approximately 59% of the number of PSUs are tied to our adjusted pre-tax margin ranking and 41% of the PSUs are tied to our total shareholder return ranking. For fiscal year 2026, in connection with his appointment as Chief Executive Officer, Mr. Dempsey’s fiscal 2026 long-term equity incentive awards will have an aggregate grant date fair value equal to $3,500,000 and will be granted in the ordinary course. The award vehicles, mix and vesting terms and conditions will be consistent with the terms and conditions of the equity awards to be granted to our other executive officers. In addition, the Compensation Committee approved a promotion PSU grant to Mr. Dempsey, with a target grant date fair value of $1,750,000, which will cliff vest on the fourth anniversary of the grant date, subject to his continuing service to the Company through the vesting date. The number of shares that will be earned, if any, is determined by a performance multiplier by dividing the average closing price of the Company’s shares of common stock as of the end of the four-year performance period (with a maximum capped at $30 per share) by the average closing price of the Company’s shares of common stock as of the beginning of the performance period. In addition, there would be no payout at the end of the performance period if the average share price is below 50% of the average share price as of the beginning of the performance period. For the one-time bridge PSU grant with a one-year performance period with a scheduled vest date of February 6, 2026, we assessed performance as of December 2025. The Company ranked 7 out of 8 and 6 out of 8 for the one-year adjusted pre-tax margin and one-year total shareholder return PSUs, respectively. As a result, a 0% and 50% achievement factor was applied to the adjusted pre-tax margin and total shareholder return bridge grants with a one-year performance period, respectively, which resulted in a corresponding 100% and 50% forfeiture of the adjusted pre-tax margin and total shareholder return one-year performance bridge PSU grants, respectively. In addition, in January 2026, 50% of Mr. Biffle’s two-year PSU awards were forfeited, 66% of his three-year PSU awards were forfeited, and all of his remaining RSUs which were scheduled to service-vest after February 2026 were forfeited. 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 the 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. Executive officers whose employment is terminated by us are required to sign a general release of all claims to receive any severance benefits. On December 15, 2025, our Board announced the departure of Mr. Biffle as the Company’s Chief Executive Officer. Mr. Biffle continued to serve as a director and was employed in an advisory capacity until December 31, 2025. Mr. Biffle’s separation qualified as a termination without “cause” entitling him to certain severance benefits in 2026 consistent with the terms of his employment agreement. For more detailed descriptions of Mr. Biffle’s separation agreement, please see “Executive Compensation Tables—Employment and Separation Agreements with NEOs” and “Executive Compensation Tables—Potential Payment upon Termination or Change in Control” 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 2025, 2024, and 2023.

  38. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Barry L. Biffle(5) Former Chief Executive Officer | | | | | | | | | | 2025 | 744,770 | — | 4,499,988 | 1,210,251 | 10,500 | 6,465,509 | | | 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 | | James G. Dempsey(5) Chief Executive Officer and President | | | | | | | | | | 2025 | 655,074 | — | 2,699,987 | 872,886 | 9,819 | 4,237,766 | | | 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 | | Howard M. Diamond Executive Vice President, Legal and Corporate Affairs | | | | | | | | | | 2025 | 498,479 | — | 1,334,988 | 510,318 | 10,500 | 2,354,285 | | | 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 | | Mark C. Mitchell Senior Vice President, Chief Financial Officer | | | | | | | | | | 2025 | 486,581 | — | 1,050,001 | 453,858 | 10,500 | 2,000,940 | | | 2024 | 473,213 | — | — | 261,687 | 10,350 | 745,250 | | | 2023 | 398,986 | 741,989 | 1,348,958 | 172,733 | 9,900 | 2,672,566 | | Alexandre Clerc Senior Vice President, Customers | | | | | | | | | | 2025 | 410,784 | — | 1,050,001 | 364,468 | 6,157 | 1,831,410 | | | 2024 | 391,257 | 100,000 | 1,150,003 | 205,933 | 111,423 | 1,958,616 | | Robert A. Schroeter Senior Vice President, Chief Commercial Officer | | | | | | | | | | 2025 | 425,784 | — | 1,050,001 | 377,777 | 10,500 | 1,864,062 | | | 2024 | 318,620 | — | 1,700,001 | 176,197 | 206,539 | 2,401,357 |

  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 represent the grant date fair value of RSUs and PSUs granted by us, as calculated in accordance with ASC Topic 718. See Note 9 of the financial statements included in our 2025 Annual Report for the assumptions used in calculating these amounts. The grant date fair value of adjusted pre-tax margin PSUs was measured based on the probable outcome of the performance vesting conditions as of the grant date, which was at the target performance level. The grant date value of the adjusted pre-tax margin PSUs assuming that the highest level of performance conditions will be achieved would have been, $2,999,999, $1,799,993 and $889,997 for Messrs. Biffle, Dempsey, and Diamond, respectively, and $700,012, for Messrs. Mitchell, Clerc and Schroeter. The grant date fair value of total shareholder return PSUs was measured based on the application of a Monte Carlo simulation model to determine the probable outcomes of the market-based performance conditions. The vesting conditions related to the total shareholder return PSUs are considered market conditions and not performance conditions pursuant to ASC Topic 718. Based on the Monte Carlo simulation model, grant date fair values of the market condition component of PSUs were 142%-147% of our average stock price on the grant date. (3)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 2025 Management Bonus Plan in “Compensation Discussion and Analysis —Performance-Based Cash Incentives” above. (4)The amounts under the “All Other Compensation” column represent 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. (5)Effective December 15, 2025, Mr. Biffle was no longer Chief Executive Officer of the Company and Mr. Dempsey was appointed as the interim Chief Executive Officer for the remainder of the year. Mr. Biffle continued to serve as a director and was employed by the Company in an advisory capacity until December 31, 2025. For a description of Mr. Biffle’s separation benefits that he became entitled to in fiscal year 2026, please see “Executive Compensation Tables—Employment and Separation Agreements with NEOs” and “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” below. Effective January 7, 2026, Mr. Dempsey was appointed as the Chief Executive Officer.

  40. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table represents our grants of non-equity and equity incentive plan-based awards made to our NEOs for fiscal year 2025.

  41. Grants of Plan-Based Awards in Fiscal Year 2025

    | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Award(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Award | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(2) | Target (#) | Maximum (#) | | | | Barry L. Biffle(5) | N/A | 465,482 | 930,963 | 1,861,926 | | | | | | | | 2/6/2025 | | | | | | | 185,414 | 1,499,999 | | | 2/6/2025 | | | | — | 52,641(6) | 105,282 | | 499,996 | | | 2/6/2025 | | | | — | 104,797(7) | 209,594 | | 999,999 | | | 2/6/2025 | | | | — | 155,626(8) | 311,252 | | 1,499,994 | | James G. Dempsey | N/A | 327,537 | 655,074 | 1,310,148 | | | | | | | | 2/6/2025 | | | | | | | 111,248 | 899,996 | | | 2/6/2025 | | | | — | 31,584(6) | 63,168 | | 299,991 | | | 2/6/2025 | | | | — | 62,878(7) | 125,756 | | 599,997 | | | 2/6/2025 | | | | — | 93,376(8) | 186,752 | | 900,002 | | Howard M. Diamond | N/A | 186,930 | 373,859 | 747,718 | | | | | | | | 2/6/2025 | | | | | | | 55,006 | 444,999 | | | 2/6/2025 | | | | — | 15,617(6) | 31,234 | | 148,333 | | | 2/6/2025 | | | | — | 31,089(7) | 62,178 | | 296,659 | | | 2/6/2025 | | | | — | 46,169(8) | 92,338 | | 444,998 | | Mark C. Mitchell | N/A | 170,304 | 340,607 | 681,214 | | | | | | | | 2/6/2025 | | | | | | | 43,263 | 349,998 | | | 2/6/2025 | | | | — | 12,283(6) | 24,566 | | 116,665 | | | 2/6/2025 | | | | — | 24,453(7) | 48,906 | | 233,338 | | | 2/6/2025 | | | | — | 36,313(8) | 72,626 | | 350,000 | | Alexandre Clerc | N/A | 143,775 | 287,549 | 575,098 | | | | | | | | 2/6/2025 | | | | | | | 43,263 | 349,998 | | | 2/6/2025 | | | | — | 12,283(6) | 24,566 | | 116,665 | | | 2/6/2025 | | | | — | 24,453(7) | 48,906 | | 233,338 | | | 2/6/2025 | | | | — | 36,313(8) | 72,626 | | 350,000 | | Robert A. Schroeter | N/A | 149,025 | 298,049 | 596,098 | | | | | | | | 2/6/2025 | | | | | | | 43,263 | 349,998 | | | 2/6/2025 | | | | — | 12,283(6) | 24,566 | | 116,665 | | | 2/6/2025 | | | | — | 24,453(7) | 48,906 | | 233,338 | | | 2/6/2025 | | | | — | 36,313(8) | 72,626 | | 350,000 |

  42. Grants of Plan-Based Awards in Fiscal Year 2025

    (1)Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column relate to amounts payable under our 2025 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 2025 times the target bonus percentage established by our Compensation Committee and 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 target bonus amounts and actual amounts paid to our NEOs in early 2026 for performance in fiscal year 2025 under our Management Bonus Plan. (2)Under the performance share unit award agreement, no payment is made until a minimum performance level is met, and performance at or above such level will result in a payment ranging from zero shares to the maximum amount, subject to the approval of the Compensation Committee. (3)Amounts in the “All Other Stock Awards: Number of Shares if Stock or Units” column represent the number of RSUs that were granted to each NEO. The RSUs vest as to one-third of the total number of RSUs on each of February 6, 2026, February 6, 2027 and February 6, 2028, subject to the executive continuing to provide services to us through such date, with certain contractual exclusions. (4)Amounts shown in the “Grant Date Fair Value of Stock and Option Awards” column represent the grant date fair value of RSUs and PSUs granted, as calculated in accordance with ASC Topic 718. See Note 9 of the financial statements included in our 2025 Annual Report for the assumptions used in calculating these amounts. The grant date fair value of adjusted pre-tax margin PSUs was measured based on the probable outcome of the performance vesting conditions as of the grant date, which was at the target performance level. The grant date fair value of relative TSR PSUs was measured based on the application of a Monte Carlo simulation model to determine the probable outcomes of the market-based performance conditions. (5)Effective December 15, 2025, Mr. Biffle was no longer Chief Executive Officer of the Company and Mr. Dempsey was appointed as the interim Chief Executive Officer for the remainder of the year. Mr. Biffle continued to serve as a director and was employed by the Company in an advisory capacity until December 31, 2025. Effective January 7, 2026, Mr. Dempsey was appointed as the Chief Executive Officer. As such, in 2026, 50% of Mr. Biffle's two-year PSU awards were forfeited, 66% of his three-year PSU awards were forfeited, and all remaining RSUs which were scheduled to service-vest after February 2026 were forfeited. (6)Amounts represent the target number of the one-time bridge PSU awards granted that are subject to a one-year performance period beginning January 1, 2025 and ending December 31, 2025 and vest on the first anniversary of the grant date, subject to continued service. Each unit represents the right to receive one share of common stock that may be issued to the participant provided performance and service conditions are met. The number of shares of common stock awarded will be determined based on the achievement factor of the performance metric, ranging from 0% to 200% of the target shares. See “Compensation Discussion and Analysis—Equity-based Incentives” above for further detail on targets and achievement factors achieved. (7)Amounts represent the target number of the one-time bridge PSU awards granted that are subject to a two-year performance period beginning January 1, 2025 and ending December 31, 2026 and vest on the second anniversary of the grant date, subject to continued service. Each unit represents the right to receive one share of common stock that may be issued to the participant provided performance and service conditions are met. The number of shares of common stock awarded will be determined based on the achievement factor of the performance metric, ranging from 0% to 200% of the target shares. See “Compensation Discussion and Analysis—Equity-based Incentives” above for further detail on targets and achievement factors. (8)Amounts represent the target number of the annual PSU awards granted that are subject to a three-year performance period beginning January 1, 2025 and ending December 31, 2027 and vest on the third anniversary of the grant date, subject to continued service. Each unit represents the right to receive one share of common stock that may be issued to the participant provided performance and service conditions are met. The number of shares of common stock awarded will be determined based on the achievement factor of the performance metric, ranging from 0% to 200% of the target shares. See “Compensation Discussion and Analysis—Equity-based Incentives” above for further detail on targets and achievement factors.

  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, 2025.

  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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Barry L. Biffle(2) | 2/8/2023(2)(3) | — | — | — | — | 56,280 | 265,079 | — | — | | | 2/8/2023(2)(3) | — | — | — | — | 9,897 | 46,615 | — | — | | | 10/25/2023(2)(3) | — | — | — | — | 234,375 | 1,103,906 | — | — | | | 2/6/2025(2)(3) | — | — | — | — | 185,414 | 873,300 | — | — | | | 2/6/2025(2)(4) | — | — | — | — | — | — | 52,641 | 247,939 | | | 2/6/2025(2)(5) | — | — | — | — | — | — | 104,797 | 493,594 | | | 2/6/2025(2)(6) | — | — | — | — | — | — | 155,626 | 732,998 |

  45. Outstanding Equity Awards at Fiscal Year End

    | James G. Dempsey | 12/9/2019 | 266,000 | — | 10.55 | 12/9/2029 | — | — | — | — | | | 2/8/2023(3) | — | — | — | — | 24,150 | 113,747 | — | — | | | 2/8/2023(3) | — | — | — | — | 5,262 | 24,784 | — | — | | | 10/16/2023(3) | — | — | — | — | 65,105 | 306,645 | — | — | | | 10/25/2023(3) | — | — | — | — | 156,250 | 735,938 | — | — | | | 2/6/2025(3) | — | — | — | — | 111,248 | 523,978 | — | — | | | 2/6/2025(4) | — | — | — | — | — | — | 31,584 | 148,761 | | | 2/6/2025(5) | — | — | — | — | — | — | 62,878 | 296,155 | | | 2/6/2025(6) | — | — | — | — | — | — | 93,376 | 439,801 | | Howard M. Diamond | 2/8/2023(3) | — | — | — | — | 11,328 | 53,355 | — | — | | | 2/8/2023(7) | — | — | — | — | 6,442 | 30,342 | — | — | | | 10/25/2023(3) | — | — | — | — | 62,934 | 296,419 | — | — | | | 2/1/2024(3) | — | — | — | — | 91,024 | 428,723 | — | — | | | 2/6/2025(3) | — | — | — | — | 55,006 | 259,078 | — | — | | | 2/6/2025(4) | — | — | — | — | — | — | 15,617 | 73,556 | | | 2/6/2025(5) | — | — | — | — | — | — | 31,089 | 146,429 | | | 2/6/2025(6) | — | — | — | — | — | — | 46,169 | 217,456 | | Mark C. Mitchell | 2/8/2023(3) | — | — | — | — | 3,657 | 17,224 | — | — | | | 2/8/2023(7) | — | — | — | — | 2,471 | 11,638 | — | — | | | 10/16/2023(3) | — | — | — | — | 43,403 | 204,428 | — | — | | | 10/25/2023(3) | — | — | — | — | 52,084 | 245,316 | — | — | | | 2/6/2025(3) | — | — | — | — | 43,263 | 203,769 | — | — | | | 2/6/2025(4) | — | — | — | — | — | — | 12,283 | 57,853 | | | 2/6/2025(5) | — | — | — | — | — | — | 24,453 | 115,174 | | | 2/6/2025(6) | — | — | — | — | — | — | 36,313 | 171,034 | | Alexandre Clerc | 1/8/2024(3) | — | — | — | — | 18,833 | 88,703 | — | — | | | 1/8/2024(8) | — | — | — | — | 141,243 | 665,255 | — | — | | | 2/6/2025(3) | — | — | — | — | 43,263 | 203,769 | — | — | | | 2/6/2025(4) | — | — | — | — | — | — | 12,283 | 57,853 | | | 2/6/2025(5) | — | — | — | — | — | — | 24,453 | 115,174 | | | 2/6/2025(6) | — | — | — | — | — | — | 36,313 | 171,034 | | Robert A. Schroeter | 3/25/2024(3) | — | — | — | — | 79,909 | 376,371 | — | — | | | 3/25/2024(8) | — | — | — | — | 128,425 | 604,882 | — | — | | | 2/6/2025(3) | — | — | — | — | 43,263 | 203,769 | — | — | | | 2/6/2025(4) | — | — | — | — | — | — | 12,283 | 57,853 | | | 2/6/2025(5) | — | — | — | — | — | — | 24,453 | 115,174 | | | 2/6/2025(6) | — | — | — | — | — | — | 36,313 | 171,034 |

  46. Outstanding Equity Awards at Fiscal Year End

    (1)Calculated using $4.71 per share, the closing trading price of our common stock as of December 31, 2025. (2)Effective December 15, 2025, Mr. Biffle was no longer Chief Executive Officer of the Company and Mr. Dempsey was appointed as the interim Chief Executive Officer for the remainder of the year. Mr. Biffle continued to serve as a director and was employed by the Company in an advisory capacity until December 31, 2025. Effective January 7, 2026, Mr. Dempsey was appointed as the Chief Executive Officer. As such, in 2026, 50% of Mr. Biffle's two-year PSU awards were forfeited, 66% of his three-year PSU awards were forfeited, and all remaining RSUs which were scheduled to service-vest after February 2026 were forfeited. Mr. Biffle earned the one-year PSU awards based on the actual attainment level given that he had served during the full one-year performance period. The values in the table above reflect Mr. Biffle’s outstanding awards as of December 31, 2025. See “Compensation Discussion and Analysis—Equity-based Incentives” above for further detail on termination. (3)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, with certain contractual exclusions. (4)Amounts represent the target number of the one-time bridge PSU awards granted that are subject to a one-year performance period beginning January 1, 2025 and ending December 31, 2025 and vest on the first anniversary of the grant date, which was the vesting commencement date, subject to continued service. Each unit represents the right to receive one share of common stock that may be issued to the participant provided performance and service conditions are met. The number of shares of common stock awarded will be determined based on the achievement factor of the performance metric, ranging from 0% to 200% of the target shares. See “Compensation Discussion and Analysis—Equity-based Incentives” above for further detail on targets and achievement factors achieved. (5)Amounts represent the target number of the one-time bridge PSU awards granted that are subject to a two-year performance period beginning January 1, 2025 and ending December 31, 2026 and vest on the second anniversary of the grant date, which was the vesting commencement date, subject to continued service. Each unit represents the right to receive one share of common stock that may be issued to the participant provided performance and service conditions are met. The number of shares of common stock awarded will be determined based on the achievement factor of the performance metric, ranging from 0% to 200% of the target shares. See “Compensation Discussion and Analysis—Equity-based Incentives” above for further detail on targets and achievement factors. (6)Amounts represent the target number of the annual PSU awards granted that are subject to a three-year performance period beginning January 1, 2025 and ending December 31, 2027 and vest on the third anniversary of the grant date, which was the vesting commencement date, subject to continued service. Each unit represents the right to receive one share of common stock that may be issued to the participant provided performance and service conditions are met. The number of shares of common stock awarded will be determined based on the achievement factor of the performance metric, ranging from 0% to 200% of the target shares. See “Compensation Discussion and Analysis—Equity-based Incentives” above for further detail on targets and achievement factors. (7)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 6,442 shares of common stock. Mr. Mitchell’s remaining award vests in the amount of 2,471 shares of common stock. (8)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.

  47. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table contains information about stock options exercised and vesting of RSUs during fiscal year 2025 by our NEOs.

  48. Option Exercises and Stock Vested in Fiscal Year 2025

    | 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 | 1,364,580 | 6,121,008 | 361,544 | 2,104,912 | | James G. Dempsey | — | — | 271,981 | 1,389,748 | | Howard M. Diamond | — | — | 143,452 | 960,563 | | Mark C. Mitchell | 158,803 | 1,177,101 | 106,918 | 511,058 | | Alexandre Clerc | — | — | 56,497 | 470,055 | | Robert A. Schroeter | — | — | 82,762 | 469,261 |

  49. Option Exercises and Stock Vested in Fiscal Year 2025

    (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.

  50. 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.

  51. 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.

  52. 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, 2025 (and that a Change in Control occurred on December 31, 2025, 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.

  53. 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(1) | Actual Termination | 1,680,750(1) | 1,210,251(1) | 1,320,634(8) | 64,341(1) | — | 4,275,976(1) | | James G. Dempsey(1) | Termination without Cause | 657,000(2) | 655,074(3) | 430,703(8) | 31,045(4) | 8,250(5) | 1,782,072 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 1,314,000(6) | 2,183,034(7) | 2,568,681(9) | 62,090(10) | 16,500(11) | 6,144,305 | | Howard M. Diamond | Termination without Cause | 500,000(2) | 373,859(3) | 212,959(8) | — | 8,250(5) | 1,095,068 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 1,000,000(6) | 747,718(7) | 1,494,913(9) | — | 16,500(11) | 3,259,131 | | Mark C. Mitchell | Termination without Cause | 488,000(2) | 340,607(3) | 167,498(8) | — | 8,250(5) | 1,004,355 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 976,000(6) | 681,214(7) | 1,018,220(9) | — | 16,500(11) | 2,691,934 | | Alexandre Clerc | Termination without Cause | 412,000(2) | 287,549(3) | 167,498(8) | — | 8,250(5) | 875,297 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 824,000(6) | 575,098(7) | 1,293,571(9) | — | 16,500(11) | 2,709,169 | | Robert A. Schroeter | Termination without Cause | 427,000(2) | 298,049(3) | 167,498(8) | — | 8,250(5) | 900,797 | | | Termination without Cause or for Good Reason in Connection with a Change in Control | 854,000(6) | 596,098(7) | 1,520,866(9) | — | 16,500(11) | 2,987,464 |

  54. Potential Payments upon Termination or Change in Control

    (1)Effective December 15, 2025, Mr. Biffle was no longer Chief Executive Officer of the Company and Mr. Dempsey was appointed as the interim Chief Executive Officer for the remainder of the year. Mr. Biffle remained on the Board of Directors and employed by the Company in an advisory capacity until December 31, 2025. Effective January 7, 2026, Mr. Dempsey was appointed as the Chief Executive Officer. Mr. Biffle was paid the severance payments following the effectiveness of his release of claims in 2026. Mr. Biffle received $4,275,976 which consisted of $1,680,750, which represented one times his annual base salary plus target bonus, his 2025 bonus of $1,210,251 based on his actual performance, entitlement to continued or accelerated vesting of certain equity awards valued at $1,320,634, as discussed in footnote 8 below, and $64,341 that was intended to cover coverage pursuant to COBRA for a twelve-month period. (2)Represents a lump sum cash payment of 12 months of base salary. (3)Represents a lump sum cash payment of one times the NEO’s target annual performance bonus amount. (4)Represents continued coverage under COBRA for 12 months for each NEO based on the incremental cost of our contribution as of December 31, 2025 to provide this coverage. Messrs. Diamond, Mitchell, Clerc and Schroeter are not eligible for continued Company-paid coverage under COBRA. (5)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 2025. (6)Represents a lump sum cash payment of 24 months of base salary. (7)Represents a lump sum cash payment of two times a NEO’s target annual performance bonus amount. In addition, for Mr. 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 as other continuing executives) in the event of a termination without Cause or for Good Reason. For Mr. Dempsey, we included the full bonus amount paid for fiscal year 2025 under the Management Bonus Plan since the assumed termination date would be December 31, 2025. (8)Represents the aggregate value of the pro-rated portion (based on the portion of the performance period that the participant remained in service) of Mr. Biffle’s, Mr. Dempsey’s, Mr. Diamond’s, Mr. Mitchell’s, Mr. Clerc’s and Mr. Schroeter’s PSUs that would be eligible to vest based on the actual achievement of the goals as of the end of the performance period in the event of a termination without Cause or for Good Reason or due to death or Disability during the performance period. The values of the PSUs shown in the table above are based on the target attainment level for the non-market PSUs based on the closing trading price of our common stock of $4.71 as of December 31, 2025 and Monte-Carlo simulation for the market PSUs, as of December 31, 2025. In the case of Mr. Biffle, the amount in the table above also captures the value of the vesting of the tranche of Mr. Biffle’s RSUs that were scheduled to vest in February 2026 (based on the closing trading price of our common stock as of such date of vesting) which the Company permitted that he continue to vest into given that he had remained in service during a substantial part of the vesting period. (9)Represents the aggregate value of Mr. Dempsey’s, Mr. Diamond’s, Mr. Mitchell’s, Mr. Clerc’s and Mr. Schroeter’s PSUs and RSUs that would have vested on an accelerated basis immediately prior to a qualifying termination following the consummation of a Change in Control. The values of the RSUs shown in the table above are based on the closing trading price of our common stock of $4.71 as of December 31, 2025. The values of the PSUs shown in the table above are based on the target attainment level for the non-market PSUs based on the closing trading price of our common stock of $4.71 as of December 31, 2025 and Monte-Carlo simulation for the market PSUs as of December 31, 2025. As disclosed above, 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 agreements for PSUs and RSUs granted under the 2021 Plan subsequent to October 2023 provide for full acceleration on a termination without Cause (or in the case of the PSUs, a termination without Cause or for Good Reason) within 12 months following a Change in Control. (10)Represents continued coverage under COBRA for 24 months for each NEO based on the incremental cost of our contribution as of December 31, 2025 to provide this coverage. Messrs. Diamond, Mitchell, Clerc and Schroeter are not eligible for continued Company-paid coverage under COBRA. (11)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 2025.

  55. 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, 2025, the annual total compensation of our Chief Executive Officer, as set forth in the Summary Compensation Table, was $6,465,509 and the annual total compensation of the employee identified at median of all our employees, other than our Chief Executive Officer, was $54,000. The ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee was 120:1 (the “pay ratio”). This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As permitted by the regulation, the median employee used for 2025 is the same employee identified for 2024 because we determined that there have been no changes in our employee population or employee compensation arrangements during 2025 that would significantly impact our pay ratio disclosure. We determined the annual total compensation of the median employee using W-2 reportable wages as of December 14, 2025, the last day that Mr. Biffle served as our Chief Executive Officer during 2025. 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 may have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  56. Pay Versus Performance

    Pay Versus Performance

  57. 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, 2025, 2024, 2023 and 2022, and our financial performance for each such fiscal year:

  58. Pay Versus Performance Tables

    | Year | Summary Compensation Table Total for First PEO(1) ($) | Compensation Actually Paid to First PEO(1)(3) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to Second PEO(1)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based on:(5) | | Net Income (Loss) (millions)($) | Adjusted Pre-Tax Margin(6) ($) | | | | | | | | | Total Stockholder Return (“TSR”) ($) | Peer Group TSR(4) ($) | | | | 2025 | 6,465,509 | 3,113,976 | 4,237,766 | 1,793,165 | 2,012,674 | 998,457 | 25 | 66 | (137) | (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)% |

  59. Pay Versus Performance Tables

    (1)The Principal Executive Officers (“PEOs”) in fiscal year 2025 are Barry L. Biffle (“First PEO”) and James G. Dempsey (“Second PEO”) and 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: 2025: Howard M. Diamond, Mark C. Mitchell, Alexandre Clerc and Robert A. Schroeter. 2024: Howard M. Diamond, Mark C. Mitchell, James G. Dempsey, 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); (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%; and (iii) for PSU awards, were valued dependent upon the type of award: non-market and market. The fair value of the awards subject to non-market metrics were valued using the probability of attainment of the goals and the share price of the Company’s stock and for market awards were valued using the Monte Carlo simulation model, in such case, determined as of the applicable year-end or vesting date(s). A Monte Carlo simulation model uses stock price volatility and other variables to estimate the probability of satisfying the performance conditions and the resulting fair value of the award. (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)The “measurement period” for each of these values is the period beginning at the “measurement point,” which is the date of our IPO on April 1, 2021, through the end of the most recent fiscal year. (6)Adjusted Pre-Tax Margin is a non-GAAP measure and represents pre-tax income (loss), adjusted for special items, divided by revenues. The sum of these non-GAAP adjustments is referred to as the “pre-tax impact.” There were no adjustments to pre-tax income (loss) in 2025 and therefore our adjusted pre-tax income (loss) is equal to pre-tax income (loss) which is a GAAP measure. See Appendix A for a reconciliation of adjusted pre-tax income (loss) to the corresponding GAAP measure as well as the calculation of Adjusted Pre-Tax Margin for each year presented. 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:

  60. Pay Versus Performance Tables

    | Adjustments | 2025 | | | | | First PEO | Second PEO | Average Non-PEO NEOs | | Deduction for “Stock Awards” in the Summary Compensation Table for Fiscal Year 2025 | (4,499,988) | (2,699,987) | (1,121,248) | | Deduction for “Option Awards” in the Summary Compensation Table for Fiscal Year 2025 | — | — | — | | ASC 718 Fair Value of Awards Granted during Fiscal Year 2025 that Remain Unvested determined as of Fiscal Year End | 2,335,446 | 1,401,264 | 581,915 | | Increase Based on ASC 718 Fair Value of Awards Granted during Fiscal Year 2025 that Vested during Fiscal Year 2025, determined as of Vesting Date | — | — | — | | Increase/deduction for Awards Granted during Prior Fiscal Years that were Outstanding and Unvested as of Fiscal Year 2025, determined Based on Change in ASC 718 Fair Value from Fiscal Year End 2024 to Fiscal Year End 2025 | (721,325) | (601,841) | (385,052) | | Increase/deduction for Awards Granted during Prior Fiscal Years that Vested During Fiscal Year 2025, determined Based on Change in ASC 718 Fair Value from Fiscal Year End 2024 to Vesting Date | (465,666) | (544,037) | (89,832) | | Increase Based on Dividends or Other Earnings on Stock Awards Paid during Fiscal Year 2025 | — | — | — | | Deduction of ASC 718 Fair Value of Awards Granted during Prior Fiscal Year that were Forfeited during Fiscal Year 2025, Determined as of Fiscal Year End 2024 | — | — | — | | Total Adjustments | $(3,351,533) | $(2,444,601) | $(1,014,217) |

  61. Narrative Disclosures to Pay Versus Performance Table

    Narrative Disclosures to Pay Versus Performance Table The graphs below compare the CAP to our PEOs 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, 2025, 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.

  62. 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 of our PEOs and the average CAP of our non-PEO NEOs with our cumulative TSR and our Peer Group TSR.

  63. Compensation Actually Paid and Net Income (Loss)

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

  64. Compensation Actually Paid and Adjusted Pre-Tax Margin

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