FRONTIER GROUP HOLDINGS INC (ULCC)
Sector: Industrials
2026 Annual Meeting Analysis
FRONTIER GROUP HOLDINGS INC · Meeting: May 14, 2026
Directors FOR
1
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
To elect four Class II Directors to serve until the 2029 annual meeting of stockholders, and until their respective successors are duly elected and qualified
Against Analysis
Broderick has served since 2018 and his full tenure overlaps with Frontier's severe stock underperformance — the stock has fallen 61.6% over three years while the XLI sector ETF gained 69.0%, a gap of 130.6 percentage points that far exceeds the 30-percentage-point threshold required to trigger a AGAINST vote; the five-year record is even worse (-81.2%) and does not provide any mitigation.
Han has served since March 2014 and his full tenure overlaps with Frontier's catastrophic stock underperformance — the stock is down 61.6% over three years while the XLI ETF gained 69.0%, a gap of 130.6 percentage points well above the policy's 30-point trigger threshold; the five-year record of -81.2% provides no mitigation.
Wolff has served since July 2019 and his full tenure overlaps with Frontier's severe stock underperformance — the stock is down 61.6% over three years while the XLI ETF rose 69.0%, a gap of 130.6 percentage points that far exceeds the policy's 30-point trigger; the five-year stock return of -81.2% confirms this is not a transient dip but sustained destruction of shareholder value.
For Analysis
Salcido joined the board in February 2026 and is exempt from the TSR underperformance trigger because he has served for less than 24 months, which is not enough time to be held accountable for prior-period performance; he also brings relevant financial expertise as a CPA and former Chief Accounting Officer.
Three of the four Class II director nominees (Broderick, Han, and Wolff) receive AGAINST votes because Frontier's stock has lost 61.6% over the past three years while the XLI industrials ETF gained 69.0% — a gap of 130.6 percentage points that triggers the policy's underperformance threshold — and all three have tenures that fully overlap with this period of sustained value destruction; Salcido receives a FOR vote as a new director joining in February 2026 who is exempt from the TSR trigger.
Say on Pay
✓ FORCEO
James G. Dempsey
Total Comp
$4,237,766
Prior Support
N/A
CEO James Dempsey's total compensation of approximately $4.24 million for fiscal year 2025 — during which he served primarily as President before being named interim CEO in mid-December — is modest relative to benchmark expectations for an airline CEO at a company of this size and revenue profile, and does not appear to be out of line with peers. The pay program has meaningful performance conditions: the annual bonus is 75% tied to objective corporate metrics (net cash, cost efficiency rank, and operational targets), and the new equity program introduced in 2025 uses performance stock awards with both profitability and total shareholder return hurdles over multi-year periods, with the one-year performance stock awards already resulting in partial forfeitures (0%–50% payouts) due to poor results — demonstrating that the incentive structure is actually working to reduce pay when performance falls short. The company also has a compliant clawback policy in place, and the overall compensation structure appropriately links executive pay to shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
13 yrs
Audit Fees
$2,244,000
Non-Audit Fees
$32,000
EY has served as Frontier's auditor since 2013 (approximately 13 years), which is below the 25-year tenure threshold that would trigger a concern; non-audit fees (audit-related fees of $25,000 plus other fees of $7,000 = $32,000) represent only about 1.4% of audit fees of $2,244,000, far below the 50% threshold that would raise independence concerns.
Overall Assessment
Frontier's 2026 annual meeting presents a ballot where three of four director nominees receive AGAINST votes due to the company's severe and sustained stock underperformance — a 61.6% three-year price decline versus the XLI ETF's 69.0% gain — while the auditor ratification and Say on Pay proposals both receive FOR votes, as EY's fees are well within acceptable bounds and the CEO's compensation is modest with meaningful performance-based conditions that demonstrably reduce pay when results disappoint. Shareholders may wish to send a strong governance signal through the director votes while supporting the improved pay structure introduced in 2025.