D. Torque Zubeck
About D. Torque Zubeck
Senior Vice President and Chief Financial Officer of Sun Country Airlines since September 2, 2025; age 55. He holds a bachelor’s degree from Stanford University and an MBA from Eastern Michigan University. Prior roles include CFO of Mesa Airlines (Mar 2021–Sep 2023) and 20 years at Alaska Airlines across finance, audit, cargo operations, and commercial partnerships, where he led the Virgin America integration; he also served as CFO for two private companies in the Seattle region . In Q3 2025 (his first reported quarter as CFO), Sun Country posted revenue of $255.5 million and net income of $1.6 million; cargo and charter combined reached 40% of revenue, with cargo up ~51% year-over-year, underscoring the diversified model Zubeck highlighted in investor communications .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mesa Airlines | Chief Financial Officer | 2021–2023 | Led finance during restructuring and operational transition at a regional carrier |
| Alaska Airlines | Finance, Audit, Cargo Ops, Partnerships; led Virgin America integration | ~2001–2021 (20 years) | Directed major post-merger integration and cross-functional airline finance operations |
| Seattle Hospitality Group (and another private company) | Chief Financial Officer | N/A | Private-company CFO experience complementing airline finance |
Fixed Compensation
| Component | Detail | Terms |
|---|---|---|
| Base salary | $350,000 per annum | Per employment letters dated Sep 2, 2025 and Oct 29, 2025 |
| Travel benefits | Positive-space travel UATP credit of $10,000; each flown segment valued at $75; tax gross-up | Applies to Zubeck and qualifying friends/family; space-available travel also permitted per policy |
| Relocation | Lump-sum $75,000 grossed-up; temp housing/commute expenses up to 180 days | Repayment required if resignation or termination for Cause within 18 months of start |
| Standard benefits | Eligible for company programs (vacation, welfare, etc.) | Per employment letters |
Performance Compensation
| Instrument / Program | Structure | Key Terms |
|---|---|---|
| Annual bonus | Discretionary, criteria set by Board | Must be employed through payment date; eligibility per Omnibus Incentive Plan |
| Sign‑on RSUs | $800,000 grant value | Granted on or around Oct 1, 2025; vests 1/3 annually on or around each grant anniversary (approx. Oct 2026/2027/2028) subject to continued employment |
| Ongoing equity eligibility | Equity awards at Board discretion | Per employment letters |
Company 2024 annual bonus framework (context for executive incentives):
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Fuel‑neutral Adjusted EBT Margin (non‑GAAP) | 30% | 9% | 10–12% | 13.0% | 5.3% | 0.0% |
| Peer Adjusted EBT Margin Ranking | 20% | 3 | 2 | 1 | 1 | 35.0% |
| Adjusted CASM (cents) | 30% | 7.99 | 7.90–7.80 | 7.56 | 7.59 | 49.7% |
| D‑0 (Scheduled Service) | 5% | 55.0% | 60.0% | 65.0% | 58.7% | 4.0% |
| Controllable Completion Factor (Scheduled Service) | 5% | 99.0% | 99.5% | 99.9% | 99.2% | 2.8% |
| Freighter Ops Performance | 10% | 96.0% | 97.0% | 98.0% | 96.6% | 7.0% |
| Total payout | — | — | — | — | — | 98.5% |
Equity Ownership & Alignment
- Granted sign‑on RSUs with $800,000 grant value; vests in three equal annual installments on or around grant anniversaries (time‑based) .
- Change‑in‑Control (CIC): all unvested time‑based RSUs accelerate upon qualifying termination in connection with CIC under the Oct 29, 2025 letter .
- Clawback policy: company‑wide clawback requires repayment of incentive compensation for three years preceding a restatement; applies to executive officers .
- Hedging/pledging prohibited: directors, officers, and employees are prohibited from hedging, short sales, options/derivatives, and pledging company stock .
Employment Terms
| Category | Terms |
|---|---|
| Status & role | At‑will; Chief Financial Officer and Senior Vice President; reports to CEO |
| Start date | Effective September 2, 2025 (appointment announced August 13, 2025) |
| Interim CAO | Served as interim Chief Accounting Officer until Nov 16, 2025; CAO role assumed by Christopher Mangione thereafter |
| Termination without Cause | 12 months base salary continuation; pro‑rated bonus based on actual company performance; 12 months COBRA with employer paying the employer portion and tax‑neutral treatment |
| CIC Qualifying Termination (without Cause or for Good Reason within 24 months of CIC) | 18 months salary continuation; pro‑rated bonus measured through termination date; lump‑sum 150% of greater of target or actual annual bonus; acceleration of all unvested time‑based RSUs; COBRA for 12 months |
| Good Reason (summary) | Material reduction in duties/title/comp; relocation beyond 50 miles; material breach; cure/right to resign defined |
| Release & restrictions | Severance contingent on execution/non‑revocation of release; includes 12‑month non‑solicit/non‑hire and nondisclosure/nondisparagement/IP provisions |
| Cause & forfeiture (Aug 13 letter) | Post‑termination discovery allowing reclassification to Cause and disgorgement/forfeiture |
| Section 280G | Cutback to avoid excise tax or full payment depending on higher after‑tax outcome; structured reduction order |
Say‑on‑Pay & Compensation Peer Group
- 2024 say‑on‑pay support: ~95% approval; company committed to annual say‑on‑pay .
- Peer group used for 2024 compensation benchmarking: Air Transport Services Group, Allegiant Travel, Atlas Air Worldwide (subsequently removed), Frontier Group, Hawaiian Holdings (removed), Mesa Air Group, SkyWest, Spirit Airlines; targeting competitive market‑median pay with consideration for role, performance, and retention .
Expertise & Qualifications
- Education: BA (Stanford University); MBA (Eastern Michigan University) .
- Technical/industry expertise: airline finance, operations (cargo), integrations; leadership roles at Alaska Airlines; CFO experience at Mesa and private companies .
- Investor communications: emphasized diversification and reduced fuel volatility exposure; noted cargo and charter combined to 40% of revenue in Q3 2025 .
Compensation Structure Analysis
- Mix: Initial equity for Zubeck is time‑based RSUs (sign‑on), which aid retention but have less direct performance linkage than PSUs; company’s broader LTI program for NEOs now includes PSUs tied to Adjusted EPS and relative pre‑tax margin ranking (context) .
- Governance: robust clawback; double‑trigger CIC on equity; no SERP or deferred compensation plans; hedging/pledging prohibited; tax gross‑ups apply to travel perquisites (ATP) .
- Severance economics: standard airline executive protections; CIC adds bonus multiple (150%) and RSU acceleration (time‑based only), which strengthens retention through potential corporate events .
Investment Implications
- Alignment: Time‑based RSUs and double‑trigger CIC terms favor retention; clawback and anti‑hedging/pledging policies support shareholder alignment .
- Performance incentives: Company’s annual bonus framework emphasizes operational efficiency (Adjusted CASM), on‑time performance, and margin metrics; while Zubeck’s specific targets aren’t disclosed, this structure ties cash pay to core operating KPIs .
- Trading signals: Three‑year RSU vesting cadence (approx. Oct 2026/2027/2028) creates predictable potential liquidity events; monitor future Form 4 filings and any 10b5‑1 plans for selling pressure around vesting dates .
- Execution risk: Transition period in finance (interim CAO duties later backfilled) adds near‑term organizational complexity; nonetheless Q3 2025 results show continued revenue growth/charter and cargo expansion under diversified model .
Citations: Appointment, biography, education, age **[1743907_0001193125-25-179984_d936426d8k.htm:1]**; fixed comp, bonus eligibility, sign-on RSUs, relocation **[1743907_0001193125-25-179984_d936426dex101.htm:1]** **[1743907_0001193125-25-179984_d936426dex101.htm:2]**; ongoing equity eligibility **[1743907_0001193125-25-179984_d936426dex101.htm:6]** **[1743907_0001743907-25-000069_sncy-20250930x10qexhibit105.htm:0]**; 2024 bonus metrics/payout **[1743907_0001193125-25-097007_d824709ddef14a.htm:43]**; clawback **[1743907_0001193125-25-097007_d824709ddef14a.htm:48]**; hedging/pledging **[1743907_0001193125-25-097007_d824709ddef14a.htm:31]**; CIC/severance terms **[1743907_0001743907-25-000069_sncy-20250930x10qexhibit104.htm:4]** **[1743907_0001743907-25-000069_sncy-20250930x10qexhibit104.htm:5]**; Section 280G **[1743907_0001743907-25-000069_sncy-20250930x10qexhibit105.htm:10]**; interim CAO transition **[1743907_0001743907-25-000071_sncy-20251030.htm:1]** **[1743907_0001743907-25-000074_sncy-20251116.htm:1]**; performance context Q3 2025 **[1743907_0001743907-25-000067_q32025-ex991.htm:1]** **[1743907_0001743907-25-000069_sncy-20250930.htm:4]**; governance/perquisites/SERP/deferral **[1743907_0001193125-25-097007_d824709ddef14a.htm:37]** **[1743907_0001193125-25-097007_d824709ddef14a.htm:50]**.