04/13/2022 | Press release | Distributed by Public on 04/13/2022 15:06
TABLE OF CONTENTS
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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☒
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No fee required.
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Fee paid previously with preliminary materials.
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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TABLE OF CONTENTS
TABLE OF CONTENTS
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Frontier Group Holdings, Inc.
4545 Airport Way
Denver, CO 80239
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(1)
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To elect William A. Franke, Josh T. Connor, and Patricia Salas Pineda as Class I directors to serve until the 2025 annual meeting of stockholders, and until their respective successors are duly elected and qualified;
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(2)
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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
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(3)
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To approve, on an advisory (non-binding) basis, the compensation of our named executive officers ("Say-on-Pay Vote"); and
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(4)
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To approve, on an advisory (non-binding) basis, the frequency of future Say-on-Pay Votes.
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TABLE OF CONTENTS
EXECUTIVE SUMMARY
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1
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questions and answers about the 2022 annual meeting of stockholders
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3
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Proposal No. 1: Election of Directors
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8
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recommendation of the board of directors
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8
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our board of directors
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8
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board diversity matrix
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9
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director biographies
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9
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family relationships
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12
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Corporate Governance
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13
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Director independence
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13
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leadership structure
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13
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classified board of directors
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13
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role of the board of directors in risk oversight process
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14
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meetings of the board of directors and attendance
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14
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executive sessions
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14
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committees of the board of directors
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14
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identifying and evaluating director nominees
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17
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compensation committee interlocks and insider participation
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18
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code of ethics
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18
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Anti-hedging policy
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18
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Communications with our board of directors
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18
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our executive officers
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19
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environmental, social, and governance matters
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20
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our commitment
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20
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environmental stewardship
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20
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diversity, equity, and inclusion
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21
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community engagement
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22
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health, safety, and well-being
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22
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Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
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23
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recommendation of the board of directors
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23
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principal accountant fees and services
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23
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pre-approval policies and procedures
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24
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report of the audit committee
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25
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Proposal No. 3: APPROVAL, ON AN ADVISORY (NON-BINDING BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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26
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background
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26
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recommendation of the board of directors
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26
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Frontier Airlines. 2022 Proxy Statement i
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Proposal No. 4: APPROVAL, ON AN ADVISORY (NON-BINDING BASIS, OF THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES
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27
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background
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27
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Recommendation of the board of directors
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27
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Director Compensation
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28
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Compensation arrangements for our non-employee directors
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28
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2021 Non-employee director compensation
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29
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Director Stock Ownership Guidelines
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29
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Executive Compensation
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30
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Compensation Discussion and Analysis
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30
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Compensation Tables
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40
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Equity Compensation Plan Information
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49
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Compensation Risk Assessment
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49
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Report of the compensation committee
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51
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security ownership of certain beneficial owners and management
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52
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Delinquent section 16(a) reports
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55
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Certain Relationships and Related party Transactions
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56
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Management services
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56
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Austin Terminal
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56
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registration rights agreement
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56
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Director and officer indemnification and insurance
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56
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codeshare agreement
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57
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our policy regarding related party transactions
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57
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additional information
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58
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Stockholder proposals
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58
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householding of annual meeting materials
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58
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other matters
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58
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solicitation of proxies
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58
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ii Frontier Airlines. 2022 Proxy Statement
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Frontier Airlines. 2022 Proxy Statement 1
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Proposal
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Page Number
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Voting Standard
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Board Vote Recommendation
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Proposal No. 1: To elect William A. Franke, Josh T. Connor, and Patricia Salas Pineda as Class I directors to serve until the 2025 annual meeting of stockholders, and until their respective successors are duly elected and qualified
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8
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Plurality of votes cast
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FOR each Director nominee
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Proposal No. 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022
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23
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Majority of votes present and entitled to vote
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FOR
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Proposal No. 3: To approve, on an advisory (non-binding) basis, the compensation of our named executive officers ("Say-on-Pay Vote")
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26
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Majority of votes present and entitled to vote
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FOR
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Proposal No. 4: To approve, on an advisory (non-binding) basis, the frequency of future Say-on-Pay Votes
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27
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Majority of votes present and entitled to vote*
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ONE YEAR
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*
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If no frequency receives the majority of votes cast, then the frequency that receives the plurality of the votes cast will be considered the frequency recommended by stockholders.
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Name
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Director
Since
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Independent
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Audit
Committee
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Compensation
Committee
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Finance
Committee
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Nominating and
Corporate
Governance
Committee
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Safety and
Security
Committee
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William A Franke*
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2013
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Yes
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Chair
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Member
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Josh T. Connor
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2015
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No
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Member
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Patricia Salas Pineda
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2016
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Yes
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Member
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Member
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*
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Chairperson
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2 Frontier Airlines. 2022 Proxy Statement
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Frontier Airlines. 2022 Proxy Statement 3
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•
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irrelevant to the business of the Company or to the business of the Annual Meeting;
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•
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related to material non-public information of the Company, including the status or results of our business since our Annual Report on Form 10-K;
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•
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related to the proposed merger with Spirit Airlines, Inc.;
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•
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related to any pending, threatened, or ongoing litigation;
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•
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related to personal grievances;
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derogatory references to individuals or that are otherwise in bad taste;
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•
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substantially repetitious of questions already submitted by another stockholder;
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•
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in excess of the two question limit;
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•
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in furtherance of the stockholder's personal or business interests; or
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•
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out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chairperson or Secretary in their reasonable judgment.
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4 Frontier Airlines. 2022 Proxy Statement
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TABLE OF CONTENTS
•
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by Internet: You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card.
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•
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by Telephone: You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card.
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•
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by Mail: You can vote by mail by signing, dating, and mailing the proxy card, which you may have received by mail.
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•
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by submitting a duly executed proxy bearing a later date;
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•
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by granting a subsequent proxy through the Internet or telephone;
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•
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by giving written notice of revocation to the Secretary of Frontier Group Holdings, Inc. prior to the Annual Meeting; or
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•
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by voting during the Annual Meeting.
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Frontier Airlines. 2022 Proxy Statement 5
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TABLE OF CONTENTS
Proposal
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Voting Standard
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Effect of Votes Withheld/Abstentions and Broker Non-Votes
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Proposal No. 1: To elect William A. Franke, Josh T. Connor, and Patricia Salas Pineda as Class I directors to serve until the 2025 annual meeting of stockholders, and until their respective successors are duly elected and qualified
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Plurality of votes cast
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Votes withheld and broker non-votes will have no effect.
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Proposal No. 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022
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Majority of votes present and entitled to vote
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Abstentions will be counted as a vote against this proposal. We do not expect any broker non-votes on this proposal.
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Proposal No. 3: To approve, on an advisory (non-binding) basis, the compensation of our named executive officers ("Say-on-Pay Vote")
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Majority of votes present and entitled to vote
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Abstentions will be counted as a vote against this proposal. Broker non-votes will have no effect.
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Proposal No. 4: To approve, on an advisory (non-binding) basis, the frequency of future Say-on-Pay Votes
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Majority of votes present and entitled to vote*
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Abstentions will be counted as a vote against this proposal. Broker non-votes will have no effect.
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*
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If no frequency receives the majority of votes cast, then the frequency that receives the plurality of the votes cast will be considered the frequency recommended by stockholders.
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6 Frontier Airlines. 2022 Proxy Statement
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Frontier Airlines. 2022 Proxy Statement 7
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Name
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Age
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Class
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Independent
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Audit
Committee
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Compensation
Committee
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Finance
Committee
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Nominating and
Corporate
Governance
Committee
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Safety and
Security
Committee
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William A Franke*
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84
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I
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Yes
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Chair
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Member
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Barry L. Biffle
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50
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III
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No
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Andrew S. Broderick
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38
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II
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Yes
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Member
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Josh T. Connor
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48
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I
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No
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Member
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Brian H. Franke
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58
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III
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Yes
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Chair
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Chair
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Robert J. Genise
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74
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III
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Yes
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Member
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Chair
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Bernard L. Han
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58
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II
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Yes
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Chair
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Member
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Ofelia Kumpf
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52
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III
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Yes
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Member
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Member
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Michael R. MacDonald
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70
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II
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Yes
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Member
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Member
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Patricia Salas Pineda
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70
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I
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Yes
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Member
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| | | |
Member
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Alejandro D. Wolff
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65
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II
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Yes
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| | | |
Member
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Member
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*
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Chairperson
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8 Frontier Airlines. 2022 Proxy Statement
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Board Size:
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Total Number of Directors
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11
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|||||||||
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Female
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Male
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Non-Binary
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Did Not Disclose Gender
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Part I: Gender Identity
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Directors
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2
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9
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-
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-
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Part II: Demographic Background
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African American or Black
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-
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-
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-
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-
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Alaskan Native or Native American
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-
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-
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-
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-
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Asian
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-
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1
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-
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-
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Hispanic or Latinx
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2
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1
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-
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-
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Native Hawaiian or Pacific Islander
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-
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-
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-
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-
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White
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-
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8
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-
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-
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Two or More Races or Ethnicities
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-
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1
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-
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-
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LGBTQ+
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-
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|||||||||
Did Not Disclose Demographic Background
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-
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Frontier Airlines. 2022 Proxy Statement 9
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10 Frontier Airlines. 2022 Proxy Statement
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Frontier Airlines. 2022 Proxy Statement 11
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12 Frontier Airlines. 2022 Proxy Statement
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•
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the Class I directors are William A. Franke, Josh T. Connor, and Patricia Salas Pineda, and their terms expire at this Annual Meeting;
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•
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the Class II directors are Andrew S. Broderick, Bernard L. Han, Michael R. MacDonald, and Alejandro D. Wolff, and their terms will expire at the annual meeting of stockholders to be held in 2023;
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•
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the Class III directors are Barry L. Biffle, Brian H. Franke, Robert J. Genise, and Ofelia Kumpf, and their terms will expire at the annual meeting of stockholders to be held in 2024;
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Frontier Airlines. 2022 Proxy Statement 13
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14 Frontier Airlines. 2022 Proxy Statement
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•
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appoints and oversees our independent registered public accounting firm;
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•
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evaluates the independent registered public accounting firm's qualifications, independence, and performance;
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•
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determines the engagement, compensation, and retention of the independent registered public accounting firm;
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•
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reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services;
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•
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discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;
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•
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approves the retention of the independent auditors to perform any proposed permissible non-audit services;
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•
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monitors the rotation of partners of the independent auditors on our engagement team as required by law;
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•
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discusses with management on a periodic basis, or as appropriate, policies and procedures with respect to risk assessment and risk management;
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•
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receives regular updates on cyber and information security environment and reviews any cybersecurity incidents;
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•
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reviews earnings press releases, as well as financial information and earnings guidance;
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•
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reviews our critical accounting policies and estimates;
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•
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investigates reports regarding ethics and compliance matters and reports to the Board periodically with respect to the information received through the ethics helpline and any related investigations;
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•
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reviews the appointment and replacement of our internal auditor and oversees our internal audit function; and
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•
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reviews the Audit Committee charter and the Audit Committees' performance on an annual basis.
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•
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reviews and approves the corporate goals and objectives relevant to the compensation of our officers (including our Chief Executive Officer), evaluates the performance of our officers in light of those goals and objectives, and determines and approves the compensation of all such officers based on this evaluation;
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•
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reviews and makes recommendations to the Board with respect to the compensation and benefits of our non-management directors;
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•
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reviews and approves, or makes recommendations to our Board regarding, our annual bonus plans, incentive compensation plans and arrangements, retirement plans, and equity-based plans;
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•
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reviews and discusses with management the Compensation Discussion and Analysis in our proxy statement and annual report on Form 10-K;
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Frontier Airlines. 2022 Proxy Statement 15
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•
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reviews our compensation philosophy;
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•
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reviews and discusses annually with management the relationship between our risk management policies and practices, our business strategy, and the compensation of our officers; and
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•
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reviews the Compensation Committee charter and the Compensation Committees' performance on an annual basis.
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•
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reviews and makes recommendations with respect to our long-range financial plan;
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•
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recommends financial policies that maintain and improve our financial health and integrity;
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•
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reviews and recommends an annual operating budget and annual capital budget;
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•
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reviews and approves certain capital expenditures, unbudgeted operating expenses, contracts and agreements, dispositions of capital assets, and borrowing agreements;
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•
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monitors our financial performance and compliance with debt covenants and our fuel hedging program;
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•
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reviews and makes recommendations to the Board regarding our investment policy; and
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•
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reviews the Finance Committee charter and the Finance Committees' performance on an annual basis.
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•
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reviews and makes recommendations to our Board regarding the election of directors;
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•
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reviews and makes recommendations to the Board regarding the Board's leadership structure;
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•
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oversees the annual self-evaluations of our Board and management; and
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•
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reviews the Nominating and Corporate Governance Committee charter and the Nominating and Corporate Governance Committees' performance on an annual basis.
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16 Frontier Airlines. 2022 Proxy Statement
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•
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reviews our safety programs, policies, and procedures and our compliance with such programs, policies, and procedures;
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•
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reviews our policies, procedures, and investments, and monitors our activities, with respect to physical security;
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•
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reviews our strategies and actions to address safety performance objectives and metrics;
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•
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reviews and makes recommendations to the Board regarding oversight of our manufacturers, suppliers, and third-party providers to ensure the provision of safe and reliable products and services; and
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•
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reviews the Safety and Security Committee charter and the Safety and Security Committees' performance on an annual basis.
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•
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the candidate's experience in corporate management, such as serving as an officer or former officer of a publicly held company;
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•
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the candidate's experience as a board member of another publicly held company;
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•
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the candidate's understanding of marketing, finance, and other elements relevant to the success of a publicly traded company in today's business environment;
|
•
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the candidate's professional and academic experience relevant to our company's industry; and
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•
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the candidate's background, gender, age, and ethnicity.
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Frontier Airlines. 2022 Proxy Statement 17
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18 Frontier Airlines. 2022 Proxy Statement
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Name
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| |
Age
|
| |
Position(s)
|
Barry L. Biffle*
|
| |
50
|
| |
President and Chief Executive Officer
|
James G. Dempsey
|
| |
47
|
| |
Executive Vice President and Chief Financial Officer
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Howard M. Diamond
|
| |
55
|
| |
Senior Vice President, General Counsel and Secretary
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Craig R. Maccubbin
|
| |
55
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| |
Senior Vice President and Chief Information Officer
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Daniel M. Shurz
|
| |
46
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| |
Senior Vice President, Commercial
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Jake F. Filene
|
| |
51
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| |
Senior Vice President, Customers
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Trevor J. Stedke
|
| |
51
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| |
Senior Vice President Operations
|
*
|
Mr. Biffle is a member of our Board. See "Proposal No. 1-Election of Directors-Director Biographies" for more information about Mr. Biffle.
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Frontier Airlines. 2022 Proxy Statement 19
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20 Frontier Airlines. 2022 Proxy Statement
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•
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operation of a point-to-point, rather than hub, network, which contributes to fuel efficiency;
|
•
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removal of in-flight entertainment devices since the vast majority of Americans travel with a personal mobile device containing their preferred entertainment choices, thereby further reducing aircraft weight;
|
•
|
launch of a mobile app that gives customers access to everything they need electronically, minimizing paper itineraries, receipts, and boarding passes;
|
•
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introduction of biodegradable cups and elimination of plastic stirrers to help the environment;
|
•
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creation of paperless cockpits by giving our pilots mobile work pads that contain all the necessary data and information to do their jobs;
|
•
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elimination of onboard magazines, resulting in a significant weight reduction per flight while saving thousands of pounds of paper on an annual basis;
|
•
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single engine taxi for takeoff and landing when appropriate, among other operating efficiencies, which reduces fuel consumption; and
|
•
|
more efficient aircraft brakes which contribute to fuel savings.
|
Frontier Airlines. 2022 Proxy Statement 21
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Male
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| |
Female
|
| |
Minority
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54%
|
| |
46%
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| |
32%
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22 Frontier Airlines. 2022 Proxy Statement
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Year Ended December 31,
|
||||
| |
2021
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| |
2020
|
|
| |
(In thousands)
|
||||
Audit Fees(1)
|
| |
$1,102
|
| |
$1,672
|
Audit-Related Fees(2)
|
| |
62
|
| |
10
|
Tax Fees(3)
|
| |
93
|
| |
133
|
All Other Fees(4)
|
| |
7
|
| |
7
|
Total Fees
|
| |
$1,264
|
| |
$1,822
|
(1)
|
Consists of fees incurred for professional services rendered for the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements, related accounting consultations, and services provided in connection with our initial public offering and other regulatory filings.
|
(2)
|
Consists of fees incurred in connection with certain agreed-upon regulatory procedures for fiscal years 2021 and 2020, and a readiness assessment relating to the Sarbanes-Oxley Act of 2002, as amended, for fiscal year 2021.
|
(3)
|
Consists of fees for professional services for tax compliance, tax advice, and tax planning.
|
(4)
|
Consists of fees for permitted products and services other than those that meet the criteria above. Such fees are related to an online subscription for an audit technology and a research tool for fiscal years 2021 and 2020.
|
Frontier Airlines. 2022 Proxy Statement 23
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24 Frontier Airlines. 2022 Proxy Statement
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*
|
Mr. Broderick served as a member of the Audit Committee until March 31, 2022, consistent with the transition period provided for by Rule 10A-3 under the Exchange Act.
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Frontier Airlines. 2022 Proxy Statement 25
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26 Frontier Airlines. 2022 Proxy Statement
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Frontier Airlines. 2022 Proxy Statement 27
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•
|
annual fee of $80,000 payable in cash (increased to $90,000 effective May 2022);
|
•
|
annual restricted share units that have a grant date fair value of $120,000 (increased to $130,000 effective May 2022) to vest on the earlier of the first anniversary of the date of grant or immediately prior to the next annual meeting of stockholders (subject to continued service);
|
•
|
additional annual fee to the chairperson of the Audit Committee of $25,000 payable in cash;
|
•
|
additional annual fee to the chairpersons for our Compensation Committee, Finance Committee, Nominating and Corporate Governance Committee and Safety and Security Committee of $20,000 in cash each; and
|
•
|
travel benefits as discussed below.
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28 Frontier Airlines. 2022 Proxy Statement
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Name
|
| |
Fee Earned or
Paid in Cash
($)
|
| |
Stock Awards(1)
($)
|
| |
Total(2)
($)
|
Josh T. Connor
|
| |
80,000
|
| |
108,153
|
| |
188,153
|
Brian H. Frankie
|
| |
90,000
|
| |
108,153
|
| |
198,153
|
William A. Franke
|
| |
75,000
|
| |
108,153
|
| |
183,153
|
Andrew S. Broderick
|
| |
60,000
|
| |
108,153
|
| |
168,153
|
Robert J. Genise
|
| |
82,849
|
| |
108,153
|
| |
191,002
|
Bernard L. Han
|
| |
103,750
|
| |
108,153
|
| |
211,903
|
Ofelia Kumpf
|
| |
36,739(3)
|
| |
103,227
|
| |
139,966
|
Patricia Salas Pineda
|
| |
80,000
|
| |
108,153
|
| |
188,153
|
Michael R. MacDonald
|
| |
80,000
|
| |
108,153
|
| |
188,153
|
Alejandro D. Wolff
|
| |
80,000
|
| |
108,153
|
| |
188,153
|
(1)
|
Amounts shown represent the grant date fair value of restricted stock units granted during fiscal year 2021 as calculated in accordance with ASC Topic 718. See Note 11 to the financial statements included in our Annual Report on Form 10-K for the assumptions used in calculating this amount. On July 16, 2021, Ms. Kumpf received a pro-rated initial grant of 6,928 restricted stock units and on August 3, 2021, each other non-employee director received a pro-rated annual grant of 7,092 restricted stock units (based on the period between July 1, 2021 through the projected date of the Annual Meeting), in each case, that will vest in full on May 25, 2022, subject to continued service. No other equity awards were made to our non-employee directors during 2021. As of December 31, 2021, Ms. Kumpf held 6,928 and each other non-employee director held 7,092 restricted stock units and no other equity awards.
|
(2)
|
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.
|
(3)
|
Amounts for Ms. Kumpf have been pro-rated based on her commencement on the board in July 2021.
|
Frontier Airlines. 2022 Proxy Statement 29
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•
|
Barry L. Biffle, President and Chief Executive Officer;
|
•
|
James G. Dempsey, Executive Vice President and Chief Financial Officer;
|
•
|
Howard M. Diamond, Senior Vice President, General Counsel and Secretary;
|
•
|
Craig R. Maccubbin, Senior Vice President, Chief Information Officer; and
|
•
|
Jake F. Filene, Senior Vice President, Customers.
|
•
|
Compensation programs should be straightforward, clear and evolve with our business. As part of our development as a business, we aim to ensure our compensation programs are straightforward and clear in order to provide transparency to our stakeholders. Our executive compensation program should give strong, clear incentives to our executives and adapt and evolve to reflect the growth and development of our company to ensure we remain competitive in the marketplace.
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30 Frontier Airlines. 2022 Proxy Statement
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•
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Compensation should relate directly to performance, and variable compensation should constitute a significant portion of total compensation. We believe that our compensation programs foster an environment of innovation that rewards outstanding performance. Accordingly, a significant portion of total compensation should be based on variable compensation that is tied to and varies with our financial, operational and strategic performance, as well as individual performance. Executives with greater roles and the ability to directly impact our company's goals and long-term results should bear a greater proportion of the risk if these goals and results are not achieved.
|
•
|
Compensation levels should be designed to attract, motivate and retain exceptional executives in the markets in which we operate. The market for talented management is highly competitive in our industry. We aim to provide an executive compensation program that attracts, motivates and retains high-performing talent and rewards them for our achieving and maintaining a competitive position in our industry. Total compensation should increase with position and responsibility.
|
•
|
Long-term equity-based compensation should align executives' interests with our stockholders' interests. Long-term incentive awards, including equity-based compensation, incentivize executives to manage the company from a perspective that is beneficial to our stockholders, promoting the long-term growth of our company. Equity-based compensation should be utilized to foster an ownership mentality among our executives and to align the interests of our executives with our stockholders.
|
•
|
Alaska Air Group, Inc.
|
•
|
Hawaiian Holdings Inc.
|
•
|
JetBlue Airways Corporation
|
Frontier Airlines. 2022 Proxy Statement 31
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•
|
Spirit Airlines, Inc.
|
•
|
Sun Country, Inc.
|
•
|
WestJet Airlines, Ltd.
|
•
|
Seabury 2019 Airline Industry Compensation Survey Analysis;
|
•
|
Mercer's U.S. SIRS 2019 Executive Compensation Survey; Airline and Transportation;
|
•
|
Willis Towers Watson General Industry 2020 Compensation Survey; and
|
•
|
Mercer's Benchmark Database 2020 Executive Compensation Survey.
|
32 Frontier Airlines. 2022 Proxy Statement
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•
|
base salary;
|
•
|
performance-based cash incentives;
|
•
|
equity-based incentives;
|
•
|
benefits;
|
•
|
perquisites; and
|
•
|
termination-based compensation.
|
Name
|
| |
Annual Base Salary for 2021
|
Barry L. Biffle, President & Chief Executive Officer
|
| |
$625,000
|
James G. Dempsey, Executive Vice President and Chief Financial Officer
|
| |
$525,000
|
Howard M. Diamond, Senior Vice President, General Counsel and Secretary
|
| |
$ 400,000
|
Craig R. Maccubbin, Senior Vice President, Chief Information Officer
|
| |
$360,000
|
Jake F. Filene, Senior Vice President, Customers
|
| |
$360,000
|
Frontier Airlines. 2022 Proxy Statement 33
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34 Frontier Airlines. 2022 Proxy Statement
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Performance Metric
|
| |
Weighting
|
| |
Additional Notes
|
2021 Year-end Cash(1)
|
| |
23.33%
|
| |
2021 year-end cash excluded any proceeds or costs from initial public offering. Sliding scale payout between 50% and 200% of target.
|
Full Year CASM(1)
(Industry Rank)
|
| |
23.33%
|
| |
The industry includes the following carriers: American Airlines, Delta, United, Southwest, Alaska, JetBlue, Hawaiian, Spirit, Allegiant Air and Frontier.
|
Full Year Net Margin(1) (Industry Rank)
|
| |
23.33%
|
| ||
Operations Objectives
|
| |
30%
|
| |
The following four operations objectives:
(1) Overall Completion Percentage (the measure of flights completed as scheduled, as published by the Department of Transportation for fiscal year 2021);
(2) Full Year DOT Complaint Rate per 100k (number of passenger complaints to the Department of Transportation per 100,000 passengers for fiscal year 2021);
(3) Mishandled Bag Rate per 1k (number of bags mishandled per 1,000 bags for fiscal year 2021); and
(4) Head Start On-Time Percentage
|
(1)
|
For purposes of calculating 2021 Year-end Cash, Full Year CASM and Full Year Net Margin rankings used in determining short term incentive payments to management, upon receipt of the audited 2021 financials the Compensation Committee will ask the Audit Committee to review and consider what adjustments, if any, it recommends to the company's GAAP reported actual performance. The Audit Committee could consider and include those adjustments that would be made in the normal course in the reporting of the company's underlying financial performance.
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Frontier Airlines. 2022 Proxy Statement 35
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2021 Goals
|
| |
2021
Actual
Result
|
| |
Percent
Achieved
(Achievement
Level x
Weighting)
|
||||||||||||
Performance Metric
|
| |
Threshold
|
| |
Target
|
| |
Stretch
|
| |
Maximum
|
| |||||
2021 Year-end Cash
|
| |
$150M
|
| |
$212M
|
| |
$243M
|
| |
$274M
|
| |
$238M
|
| |
33%
|
Full Year Total CASM (Industry Rank)
|
| |
<8.93(1)
|
| |
3
|
| |
2
|
| |
1
|
| |
2nd place
|
| |
35%
|
Full Year Net Margin (Industry Rank)
|
| |
5 or better
|
| |
3
|
| |
2
|
| |
1
|
| |
7
|
| |
-
|
Operational Objectives
|
| |
1 of 4
|
| |
2 of 4
|
| |
3 of 4
|
| |
4 of 4
|
| |
2 of 4
|
| |
30%
|
Total
|
| | | | | | | | | | | |
(1)
|
Calculated as less than 2% greater than budgeted Total CASM (non-GAAP) with fuel fixed at $1.75/gallon
|
Operational Objective
|
| |
2021
Measure
|
| |
2021
Actual
Result
|
| |
Target
Objective
Achieved?
|
Overall Completion Percentage
|
| |
98.5
|
| |
98.6
|
| |
Yes
|
Full Year DOT Complaint Rate Per 100K
|
| |
<2.58 (non-COVID)
|
| |
3.86
|
| |
No
|
Mishandled Bag Rate Per 1K
|
| |
<4.07
|
| |
3.03
|
| |
Yes
|
Head Start On-Time Percentage
|
| |
80
|
| |
78.1
|
| |
No
|
36 Frontier Airlines. 2022 Proxy Statement
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Neo
|
| |
Bonus
Target ($)
|
| |
Corporate
Performance
Bonus (Equal
to 75% x
bonus target
X 98%)
|
| |
Individual
Performance
Bonus (equal to 25%
x bonus
target x 98%
x individual
achievement
level)
|
| |
Annual
Performance
Bonus Paid
(corporate +
individual)
|
Barry L. Biffle
|
| |
781,250
|
| |
574,219
|
| |
210,547
|
| |
784,766
|
James G. Dempsey
|
| |
472,500
|
| |
347,288
|
| |
127,339
|
| |
474,627
|
Howard M. Diamond
|
| |
280,000
|
| |
205,800
|
| |
75,460
|
| |
255,720(1)
|
Craig R. Maccubbin(2)
|
| |
198,000
|
| |
116,025
|
| |
38,675
|
| |
154,700
|
Jake F. Filene
|
| |
234,000
|
| |
171,990
|
| |
57,330
|
| |
229,320
|
(1)
|
Reflects a reduction by $25,540 as a result of the limits imposed under the loan and payroll support agreements entered into under the CARES Act and the Consolidated Appropriations Act, 2021.
|
(2)
|
Amounts for Mr. Maccubbin have been pro-rated based on his commencement of employment in March 2021.
|
Neo
|
| |
IPO
Bonus
($)
|
| |
Retention
Bonus
($)
|
Barry L. Biffle
|
| |
625,000
|
| |
-
|
James G. Dempsey
|
| |
525,000
|
| |
-
|
Howard M. Diamond
|
| |
400,000
|
| |
177,862
|
Jake F. Filene
|
| |
180,000
|
| |
-
|
Frontier Airlines. 2022 Proxy Statement 37
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•
|
medical, dental and vision insurance;
|
•
|
life insurance, accidental death and dismemberment and business travel and accident insurance;
|
•
|
employee assistance program;
|
•
|
health and dependent care flexible spending accounts;
|
•
|
short and long-term disability; and
|
•
|
401(k) plan, which includes an employer matching contribution of 50% of the applicable employee's first 6% of plan contributions.
|
38 Frontier Airlines. 2022 Proxy Statement
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Frontier Airlines. 2022 Proxy Statement 39
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Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Stock
Awards
($)(1)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(2)
|
| |
All Other
Compensation
($)(3)
|
| |
Total
($)
|
Barry L. Biffle
President and Chief Executive Officer
|
|||||||||||||||||||||
| |
2021
|
| |
625,000
|
| |
2,179,744
|
| |
-
|
| |
784,766
|
| |
8,700
|
| |
3,598,210
|
|
| |
2020
|
| |
461,021
|
| |
3,112,620
|
| |
-
|
| |
721,456
|
| |
5,700
|
| |
4,300,797
|
|
| |
2019
|
| |
568,608
|
| |
-
|
| |
-
|
| |
611,867
|
| |
3,322,686
|
| |
4,503,161
|
|
James G. Dempsey
Executive Vice President and Chief Financial Officer
|
|||||||||||||||||||||
| |
2021
|
| |
525,000
|
| |
749,550
|
| |
-
|
| |
474,627
|
| |
7,875
|
| |
1,757,052
|
|
| |
2020
|
| |
523,085
|
| |
1,000,020
|
| |
-
|
| |
441,197
|
| |
4,275
|
| |
1,968,577
|
|
| |
2019
|
| |
431,233
|
| |
-
|
| |
1,144,959
|
| |
417,637
|
| |
962,222
|
| |
2,956,051
|
|
Howard M. Diamond
Senior Vice President, General Counsel and Secretary
|
|||||||||||||||||||||
| |
2021
|
| |
399,093(4)
|
| |
486,550
|
| |
-
|
| |
255,720(4)
|
| |
8,700
|
| |
1,150,063
|
|
| |
2020
|
| |
395,854
|
| |
1,000,020
|
| |
-
|
| |
256,954
|
| |
7,346
|
| |
1,660,174
|
|
| |
2019
|
| |
367,481
|
| |
-
|
| |
-
|
| |
276,816
|
| |
506,266
|
| |
1,150,563
|
|
Craig R. Maccubbin
Senior Vice President, Chief Information Officer
|
|||||||||||||||||||||
| |
2021
|
| |
287,014(5)
|
| |
1,099,984
|
| |
-
|
| |
154,700(5)
|
| |
53,957
|
| |
1,595,655
|
|
Jake F. Filene
Senior Vice President, Customers
|
|||||||||||||||||||||
| |
2021
|
| |
360,000
|
| |
549,670
|
| |
-
|
| |
229,320
|
| |
8,700
|
| |
1,147,690
|
|
| |
2020
|
| |
359,162
|
| |
714,840
|
| |
-
|
| |
215,062
|
| |
7,380
|
| |
1,296,444
|
(1)
|
Amounts shown represent the grant date fair value of restricted stock units granted by us, as calculated in accordance with ASC Topic 718. See Note 11 of the financial statements included in our Annual Report on Form 10-K for the assumptions used in calculating these amounts.
|
(2)
|
Represents amounts paid for performance in fiscal year 2021 under our Management Bonus Plan, which were paid to our NEOs in early 2022. Please see the description of the 2021 Management Bonus Plan in "Compensation Discussion and Analysis-Performance-Based Cash Incentives" above.
|
(3)
|
For each of our NEOs, the amounts under the "All Other Compensation" column for fiscal year 2021 represent $8,700, $7,875, $8,700 and $8,700 for each of Messrs. Biffle, Dempsey, Diamond and Filene, respectively, pursuant to 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. Amounts for Mr. Maccubbin include perquisites of $48,557 related to relocation expense reimbursement and $5,400 in flight benefits under our UATP based on each one-way flight being valued at $75, which is the average approximate cost to us of a one-way flight. Please see the descriptions of the UATP in "Compensation Discussion and Analysis-Perquisites" above.
|
(4)
|
Reflects a reduction in salary of $907 and in non-equity incentive plan compensation of $25,540 as a result of the limits imposed under the loan and payroll support agreements entered into under the CARES Act and the Consolidated Appropriations Act, 2021.
|
(5)
|
Amounts for Mr. Maccubbin have been pro-rated based on his commencement of employment in March 2021.
|
40 Frontier Airlines. 2022 Proxy Statement
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Estimated Future Payouts Under
Non-Equity Incentive Plan Award(1)
|
| |
All Other Stock
Awards:
Number of
Shares of
Stock or Units
(#)(2)
|
| |
Grant Date
Fair Value of
Stock and
Option
Awards ($)(3)
|
||||||||||
Name
|
| |
Grant Date
|
| |
Threshold ($)
|
| |
Target($)
|
| |
Maximum ($)
|
| |||||
Barry L. Biffle
|
| |
N/A
|
| |
390,625
|
| |
781,250
|
| |
1,562,500
|
| | | |
|
|
| |
February 23, 2021
|
| | | | | | | |
157,472
|
| |
2,179,744
|
||||
James G. Dempsey
|
| |
N/A
|
| |
236,250
|
| |
472,500
|
| |
945,000
|
| | | |
|
|
| |
February 23, 2021
|
| | | | | | | |
54,150
|
| |
749,550
|
||||
Howard M. Diamond
|
| |
N/A
|
| |
140,000
|
| |
280,000
|
| |
560,000
|
| | | |
|
|
| |
February 23, 2021
|
| | | | | | | |
35,150
|
| |
486,550
|
||||
Craig R. Maccubbin(4)
|
| |
N/A
|
| |
99,000
|
| |
198,000
|
| |
396,000
|
| | | |
|
|
| |
May 11, 2021
|
| | | | | | | |
53,268
|
| |
1,099,984
|
||||
Jake F. Filene
|
| |
N/A
|
| |
117,000
|
| |
234,000
|
| |
468,000
|
| | | |
|
|
| |
February 23, 2021
|
| | | | | | | |
39,710
|
| |
549,670
|
(1)
|
Amounts in the "Estimated Future Payouts Under Non-Equity Incentive Plan Awards" column relate to amounts payable under our 2021 Management Bonus Plan. The threshold column assumes the achievement of the corporate and individual goals at the threshold level. The threshold bonus amount can be calculated by multiplying the target bonus of each NEO times the threshold achievement percentage of 50%. The target column assumes the target achievement for both corporate and individual goals. The target bonus amount can be calculated by multiplying the base salary of each NEO for 2021 times the target bonus percentage established by our Compensation Committee times the target achievement percentage of 100%. The maximum column assumes the maximum achievement for both corporate and individual goals. The maximum bonus amount can be calculated by multiplying the target bonus of each NEO times the maximum achievement percentage of 200%. See 2021 Summary Compensation Table presented above for actual amounts paid to our NEOs in early 2022 for performance in fiscal year 2021 under our Management Bonus Plan.
|
(2)
|
Constitutes restricted stock units that vest, other than in the case of Mr. Maccubbin's grant, as to 1/3rd of the total number of RSUs on each of February 23, 2022, February 23, 2023 and February 23, 2024, subject to the executive continuing to provide services to us through such date. Mr. Maccubbin's restricted stock unit grants vests as to 25% of each annual anniversary of the vesting commencement date of March 15, 2021 subject to the executive continuing to provide services through the applicable vesting date.
|
(3)
|
Amounts shown represent the grant date fair value of restricted stock units granted by us, as calculated in accordance with ASC Topic 718. See Note 11 of the financial statements included in our Annual Report on Form 10-K for the assumptions used in calculating these amounts.
|
(4)
|
Amounts for Mr. Maccubbin have been pro-rated to reflect his commencement of employment in March 2021.
|
Frontier Airlines. 2022 Proxy Statement 41
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| | | |
Option
Awards
|
| |
Stock
Awards
|
||||||||||||||
Name
|
| |
Vesting
Commencement
Date
|
| |
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 That
Have Not
Vested (#)
|
| |
Market Value of
Shares or Units
of Stock
That Have
Not Vested
($)(1)
|
Barry L. Biffle
|
| |
4/27/2014
|
| |
2,000,000
|
| |
-
|
| |
0.26
|
| |
4/27/2024
|
| |
-
|
| |
-
|
|
3/15/2016
|
| |
1,516,200
|
| |
-
|
| |
3.92
|
| |
3/15/2026
|
| |
-
|
| |
-
|
||
|
2/19/2020(2)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
187,758
|
| |
2,547,876
|
||
|
2/23/2021(2)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
157,472
|
| |
2,136,895
|
||
James G. Dempsey
|
| |
5/12/2014
|
| |
1,164,419
|
| |
-
|
| |
0.26
|
| |
5/12/2024
|
| |
-
|
| |
-
|
|
12/09/2019(3)
|
| |
177,333
|
| |
88,667
|
| |
10.55
|
| |
12/09/2029
|
| |
-
|
| |
-
|
||
|
2/19/2020(2)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
60,344
|
| |
818,868
|
||
|
2/23/2021(2)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
54,150
|
| |
734,816
|
||
Howard M. Diamond
|
| |
7/28/2014
|
| |
608,394
|
| |
-
|
| |
0.26
|
| |
7/28/2024
|
| |
-
|
| |
-
|
|
2/19/2020(2)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
60,344
|
| |
818,868
|
||
|
2/23/2021(2)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
35,150
|
| |
476,986
|
||
Craig R. Maccubbin
|
| |
3/15/2021 (4)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
53,268
|
| |
722,847
|
Jake F. Filene
|
| |
2/19/2020(2)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
43,130
|
| |
585,274
|
|
2/23/2021(2)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
39,710
|
| |
538,865
|
(1)
|
Calculated using $13.57 per share, the closing trading price of our common stock as of December 31, 2021.
|
(2)
|
Restricted stock units vest in three equal annual installments from the vesting commencement date, subject to the executive continuing to provide services to us through such date.
|
(3)
|
Options vest and become exercisable in three equal annual installments from the vesting commencement date, subject to the executive continuing to provide services to us through such dates.
|
(4)
|
Restricted stock units vest in four equal annual installments from the vesting commencement date, subject to the executive continuing to provide services to us through such date, and will vest in full upon a Change in Control (as defined in the 2021 Plan).
|
42 Frontier Airlines. 2022 Proxy Statement
|
TABLE OF CONTENTS
| |
Option awards
|
| |
Stock Awards
|
|||||||
Name
|
| |
Number of
shares
acquired on
exercise (#)
|
| |
Value
realized on
exercise(1)
($)
|
| |
Number of
shares
acquired on
vesting (#)
|
| |
Value
realized on
vesting(2)
($)
|
Barry L. Biffle
|
| |
852,926
|
| |
13,315,328
|
| |
93,860
|
| |
1,299,022
|
James G. Dempsey
|
| |
97,447
|
| |
1,825,849
|
| |
30,134
|
| |
417,055
|
Howard M. Diamond
|
| |
49,006
|
| |
918,218
|
| |
30,134
|
| |
417,055
|
Craig R. Maccubbin
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Jake F. Filene
|
| |
-
|
| |
-
|
| |
57,076
|
| |
886,573
|
(1)
|
Represents the difference between the fair market value of our stock underlying the options at exercise and the exercise price of the option.
|
(2)
|
Represents the amounts realized based on the fair market value of our stock on the vesting date.
|
Frontier Airlines. 2022 Proxy Statement 43
|
TABLE OF CONTENTS
44 Frontier Airlines. 2022 Proxy Statement
|
TABLE OF CONTENTS
Frontier Airlines. 2022 Proxy Statement 45
|
TABLE OF CONTENTS
46 Frontier Airlines. 2022 Proxy Statement
|
TABLE OF CONTENTS
Frontier Airlines. 2022 Proxy Statement 47
|
TABLE OF CONTENTS
Name
|
| |
Termination
Scenario
|
| |
Base
Salary
Severance
($)
|
| |
Bonus
Severance
($)
|
| |
Accelerated
Vesting of
Stock and
Option
Awards
($)
|
| |
COBRA
Premiums
($)
|
| |
Other
($)
|
| |
Total
($)
|
Barry L. Biffle
|
| |
Termination without Cause or for Good Reason
|
| |
625,000(1)
|
| |
1,566,016(2)
|
| |
-
|
| |
25,914(3)
|
| |
11,000(4)
|
| |
2,227,930
|
|
Termination without Cause or for Good Reason in Connection with a Change in Control
|
| |
1,250,000(5)
|
| |
2,347,266(6)
|
| |
4,684,771(7)
|
| |
51,828(8)
|
| |
22,000(9)
|
| |
8,355,865
|
||
James G. Dempsey
|
| |
Termination without Cause
|
| |
525,000(1)
|
| |
472,500(2)
|
| |
-
|
| |
31,144(3)
|
| |
8,250(4)
|
| |
1,036,894
|
|
Termination without Cause or for Good Reason in Connection with a Change in Control
|
| |
1,050,000(5)
|
| |
1,419,627(6)
|
| |
1,821,458(7)
|
| |
62,288(8)
|
| |
16,500(9)
|
| |
4,369,873
|
||
Howard M. Diamond
|
| |
Termination without Cause
|
| |
400,000(1)
|
| |
280,000(2)
|
| |
-
|
| |
-
|
| |
8,250(4)
|
| |
688,250
|
|
Termination without Cause or for Good Reason in Connection with a Change in Control
|
| |
800,000(5)
|
| |
560,000(6)
|
| |
1,295,854(10)
|
| |
-
|
| |
16,500(9)
|
| |
2,672,354
|
||
Craig R. Maccubbin
|
| |
Termination without Cause
|
| |
360,000(1)
|
| |
198,000(2)
|
| |
-
|
| |
-
|
| |
8,250(4)
|
| |
566,250
|
|
Termination without Cause or for Good Reason in Connection with a Change in Control
|
| |
720,000(5)
|
| |
396,000(6)
|
| |
722,847(10)
|
| |
-
|
| |
16,500(9)
|
| |
1,855,347
|
||
Jake F. Filene
|
| |
Termination without Cause
|
| |
360,000(1)
|
| |
234,000(2)
|
| |
-
|
| |
-
|
| |
8,250(4)
|
| |
602,250
|
|
Termination without Cause or for Good Reason in Connection with a Change in Control
|
| |
720,000(5)
|
| |
468,000(6)
|
| |
1,124,139(10)
|
| |
-
|
| |
16,500(9)
|
| |
2,328,639
|
(1)
|
Represents a lump sum cash payment of 12 months of base salary.
|
(2)
|
Represents a lump sum cash payment of one times the NEO's target annual performance bonus amount. In addition, for Mr. Biffle, represents a pro-rated annual performance bonus for the year in which the termination occurs (based on actual performance and payable at the same time other continuing executives) in the event of a termination without Cause or for Good Reason. For Mr. Biffle's pro-rated bonuses, we included the full amount he was paid for fiscal year 2021 under the Management Bonus Plan since the assumed termination date would be December 31, 2021.
|
(3)
|
Represents continued coverage under COBRA for 12 months for each NEO based on the incremental cost of our contribution as of December 31, 2021 to provide this coverage. Messrs. Diamond, Maccubbin and Filene are not eligible for any continued coverage under COBRA.
|
(4)
|
Represents the value of continued UATP flight benefits for one year following the NEOs' 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 2021.
|
48 Frontier Airlines. 2022 Proxy Statement
|
TABLE OF CONTENTS
(5)
|
Represents a lump sum cash payment of 24 months of base salary.
|
(6)
|
Represents a lump sum cash payment of two times a NEO's target annual performance bonus amount. In addition, for Messrs. Biffle and Dempsey, represents a pro-rated annual performance bonus for the year in which the termination occurs (based on actual performance and payable at the same time other continuing executives) in the event of a termination without Cause or for Good Reason. For Messrs. Biffle's and Dempsey's pro-rated bonuses, we included the full amount each was paid for fiscal year 2021 under the Management Bonus Plan since the assumed termination date would be December 31, 2021.
|
(7)
|
Represents the aggregate value of Mr. Biffle's and Mr. Dempsey's restricted stock units and unvested option awards that would have vested on an accelerated basis immediately prior to a qualifying termination following the consummation of a Change in Control, based on the closing trading price of our common stock ($13.57) as of December 31, 2021, less, in the case of an option with an exercise price less than fair market value, the option's exercise price. Mr. Biffle and Mr. Dempsey each receive 100% accelerated vesting of their respective equity awards in the event of a termination without Cause or for Good Reason, in each case, within 12 months following a Change in Control.
|
(8)
|
Represents continued coverage under COBRA for 24 months for each NEO based on the incremental cost of our contribution as of December 31, 2021 to provide this coverage. Messrs. Diamond, Maccubbin and Filene are not eligible for any continued coverage under COBRA.
|
(9)
|
Represents the value of continued UATP flight benefits for two years following the NEOs' termination of employment, within 12 months following a Change in Control, which must be used in the two years following termination, based on the values each NEO was eligible to receive under the UATP for fiscal 2021.
|
(10)
|
Represents the aggregate value of restricted stock units held by Messrs. Diamond, Maccubbin and Filene that would have vested in full on a change in control, in accordance with the terms of the award agreements under the 2014 Plan, based on the closing trading price of our common stock ($13.57) as of December 31, 2021.
|
Plan Category
|
| |
Number of shares to be issued
upon exercise of outstanding
options, warrants and rights
|
| |
Weighted-
average exercise
price of outstanding
options, warrants and rights
|
| |
Number of shares remaining
available for future issuance
under
equity compensation
Plans(4)
|
Equity compensation plans approved by stockholders(1)
|
| |
9,621,701(2)
|
| |
$1.99
|
| |
7,058,244 (3)
|
Equity compensation plans not approved by stockholders
|
| |
-
|
| |
-
|
| |
-
|
Total
|
| |
9,621,701
|
| |
$1.99
|
| |
7,058,244
|
(1)
|
Consists of the 2014 Plan and the 2021 Plan.
|
(2)
|
Consists of 7,651,407 options and 1,766,236 RSUs outstanding under the 2014 Plan and 204,058 RSUs outstanding under the 2021 Plan.
|
(3)
|
Consists of 7,058,244 shares of common stock available for issuance under the 2021 Plan.
|
(4)
|
Excluding 9,621,701 shares to be issued upon exercise of outstanding options, warrants and rights.
|
Frontier Airlines. 2022 Proxy Statement 49
|
TABLE OF CONTENTS
50 Frontier Airlines. 2022 Proxy Statement
|
TABLE OF CONTENTS
Frontier Airlines. 2022 Proxy Statement 51
|
TABLE OF CONTENTS
•
|
each person known by us to beneficially own more than 5% of our common stock;
|
•
|
each of our directors;
|
•
|
each of our named executive officers; and
|
•
|
all of our executive officers and directors as a group.
|
52 Frontier Airlines. 2022 Proxy Statement
|
TABLE OF CONTENTS
Name of Beneficial Owner
|
| |
Shares of Common Stock Beneficially Owned
|
|||
|
Number
|
| |
Percentage
|
||
5% Stockholders
|
| | | | ||
Indigo Frontier Holdings Company, LLC(1)
|
| |
178,834,034
|
| |
82.2%
|
Named Executive Officers and Directors
|
| | | | ||
William A. Franke(2)
|
| |
178,841,126
|
| |
82.2%
|
Andrew S. Broderick(3)
|
| |
7,092
|
| |
*
|
Josh T. Connor(4)
|
| |
109,404
|
| |
*
|
Brian H. Franke(5)
|
| |
7,092
|
| |
*
|
Robert J. Genise(6)
|
| |
333,283
|
| |
*
|
Bernard L. Han(7)
|
| |
357,376
|
| |
*
|
Ofelia Kumpf(8)
|
| |
6,928
|
| |
*
|
Michael R. MacDonald(9)
|
| |
60,976
|
| |
*
|
Patricia Salas Pineda(10)
|
| |
58,282
|
| |
*
|
Alejandro D. Wolff(11)
|
| |
32,932
|
| |
*
|
Barry L. Biffle(12)
|
| |
3,983,745
|
| |
1.8%
|
James G. Dempsey(13)
|
| |
1,390,207
|
| |
*
|
Howard M. Diamond(14)
|
| |
653,295
|
| |
*
|
Craig R. Maccubbin(15)
|
| |
7,471
|
| |
*
|
Jake F. Filene(16)
|
| |
86,122
|
| |
*
|
All executive officers and directors as a group
(17 persons)(17)
|
| |
186,639,759
|
| |
85.8%
|
*
|
Represents beneficial ownership of less than one percent (1%) of the outstanding common stock.
|
(1)
|
Consists of 178,834,034 shares held by Indigo Frontier Holdings Company, LLC. William A. Franke is the sole member of Indigo Denver Management Company, LLC, which is the managing member of Indigo Frontier Holdings Company, LLC, and as such, Mr. W. Franke has voting and dispositive power over these shares. Mr. W. Franke disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The address for Indigo Frontier Holdings Company, LLC is c/o Indigo Partners, 2525 East Camelback Road, Suite 900, Phoenix, Arizona 85016.
|
(2)
|
Consists of (i) 178,834,034 shares held by Indigo Frontier Holdings Company, LLC and (ii) 7,092 shares of common stock issuable pursuant to RSUs that will vest within 60 days of March 31, 2022. William A. Franke is the sole member of Indigo Denver Management Company, LLC, which is the managing member of Indigo Frontier Holdings Company, LLC, and as such, Mr. W. Franke has voting and dispositive power over these shares. Mr. W. Franke disclaims beneficial ownership of the shares held by Indigo Frontier Holdings Company, LLC except to the extent of his pecuniary interest therein. The address for Mr. W. Franke and Indigo Frontier Holdings Company, LLC is c/o Indigo Partners, 2525 East Camelback Road, Suite 900, Phoenix, Arizona 85016.
|
(3)
|
Consists of 7,092 shares of common stock issuable pursuant to RSUs that will vest within 60 days of March 31, 2022.
|
(4)
|
Consists of (i) 102,312 shares of common stock and (ii) 7,092 shares of common stock issuable pursuant to RSUs that will vest within 60 days of March 31, 2022.
|
(5)
|
Consists of 7,092 shares of common stock issuable pursuant to RSUs that will vest within 60 days of March 31, 2022.
|
(6)
|
Consists of (i) 326,191 shares of common stock and (ii) 7,092 shares of common stock issuable pursuant to RSUs that will vest within 60 days of March 31, 2022.
|
(7)
|
Consists of (i) 350,284 shares of common stock and (ii) 7,092 shares of common stock issuable pursuant to RSUs that will vest within 60 days of March 31, 2022.
|
(8)
|
Consists of 6,928 shares of common stock issuable pursuant to RSUs that will vest within 60 days of March 31, 2022.
|
(9)
|
Consists of (i) 53,884 shares of common stock and (ii) 7,092 shares of common stock issuable pursuant to RSUs that will vest within 60 days of March 31, 2022.
|
(10)
|
Consists of (i) 51,190 shares of common stock and (ii) 7,092 shares of common stock issuable pursuant to RSUs that will vest within 60 days of March 31, 2022.
|
Frontier Airlines. 2022 Proxy Statement 53
|
TABLE OF CONTENTS
(11)
|
Consists of (i) 25,840 shares of common stock and (ii) 7,092 shares of common stock issuable pursuant to RSUs that will vest within 60 days of March 31, 2022.
|
(12)
|
Consists of (i) 467,545 shares of common stock and (ii) 3,516,200 shares of common stock underlying stock options exercisable within 60 days of March 31, 2022.
|
(13)
|
Consists of (i) 48,455 shares of common stock and (ii) 1,341,752 shares of common stock underlying stock options exercisable within 60 days of March 31, 2022.
|
(14)
|
Consists of (i) 44,901 shares of common stock and (ii) 608,394 shares of common stock underlying stock options exercisable within 60 days of March 31, 2022.
|
(15)
|
Consists of 7,471 shares of common stock.
|
(16)
|
Consists of 86,122 shares of common stock.
|
(17)
|
Consists of (i) 180,495,194 shares of common stock beneficially owned by our current directors and executive officers, (ii) 88,986 shares of common stock issuable pursuant to RSUs that will vest within 60 days of March 31, 2022, and (iii) 6,055,579 shares of common stock underlying stock options exercisable within 60 days of March 31, 2022.
|
54 Frontier Airlines. 2022 Proxy Statement
|
TABLE OF CONTENTS
Frontier Airlines. 2022 Proxy Statement 55
|
TABLE OF CONTENTS
56 Frontier Airlines. 2022 Proxy Statement
|
TABLE OF CONTENTS
Frontier Airlines. 2022 Proxy Statement 57
|
TABLE OF CONTENTS
58 Frontier Airlines. 2022 Proxy Statement
|
TABLE OF CONTENTS
Frontier Airlines. 2022 Proxy Statement 59
|
TABLE OF CONTENTS
TABLE OF CONTENTS