Not independent
Tenure on this board
5.2 yrs
Also a director at
Controladora Vuela Compania De Aviacion Sab De Cv (VLRS)
4 nominees · 3 ballot items.
Election of four Class II directors; Ratification of Ernst & Young LLP as independent auditor; Advisory approval of named executive officer compensation.
To elect Andrew S. Broderick, Bernard L. Han, Anthony D. Salcido, and Alejandro D. Wolff as Class II directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory management proposal asks stockholders to approve, on a non-binding basis, the 2025 compensation of the company’s named executive officers as disclosed in the proxy. Management seeks approval to confirm executive pay practices described in the Compensation Discussion and Analysis and to demonstrate stockholder support for its compensation program. The proposal is routine but significant for governance and investor relations because a favorable vote signals alignment between management pay and shareholder interests; an unfavorable vote typically triggers engagement and potential changes to compensation policies. The board recommends a vote FOR, stating that they value stockholder feedback and will consider results in future compensation decisions. The company’s compensation program emphasizes performance-based cash incentives and long-term equity awards (time-based RSUs and performance-based PSUs tied to adjusted pre-tax margin and relative TSR) with clawback and change-in-control provisions; recent management transitions and forfeitures/adjustments to awards (notably the CEO transition in December 2025 and resulting forfeitures of some PSUs/RSUs) provide context for shareholder assessment. The vote is advisory and non-binding, but the board uses the outcome to inform future design of executive compensation and engagement with investors.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Indigo Partners LLC | 13.97% | 32,092,007 | $113M |
| 2 | Wildcat Capital Management, LLC | 12.21% | 28,061,351 | $99M |
| 3 | U S GLOBAL INVESTORS INC | 2.95% | 6,781,412 | $24M |
| 4 | Silver Point Capital L.P. | 1.59% | 3,655,000 | $13M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.56% | 3,589,957 | $13M |
| 6 | MARSHALL WACE, LLP | 1.43% | 3,289,781 | $12M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.42% | 3,272,480 | $12M |
| 8 | Ancient Art, L.P. | 1.36% | 3,122,704 | $11M |
| 9 | BlackRock, Inc. | 1.03% | 2,356,200 | $8M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.00% | 2,308,625 | $8M |
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