Jennifer Vogel
About Jennifer Vogel
Jennifer Vogel (age 63) is the independent Chair of Sun Country Airlines’ Board and a Class I director, serving since October 2022 and appointed Chair in March 2023 . She previously served as Senior Vice President, General Counsel, Secretary and Chief Compliance Officer at Continental Airlines until her retirement in 2010, and brings extensive legal, corporate governance, regulatory, M&A, ethics and compliance expertise, with a BBA from the University of Iowa and a JD from the University of Texas . She is standing for reelection to a three-year term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Airlines, Inc. | SVP, General Counsel, Secretary, Chief Compliance Officer | Through 2010 | Led legal, governance, regulatory, ethics and compliance functions |
| Virgin America, Inc. | Director | Not disclosed | Prior public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AAR Corp. | Director | Current | Aviation services provider to commercial and government customers |
| Telluride Regional Airport Authority | Board member | Current | Local airport governance |
| World Wildlife Fund (National Council) | Member | Current | Non-profit advisory role |
Board Governance
- Board leadership: Chair of the Board (independent) with CEO and Chair roles split; Board believes this structure best serves shareholders currently .
- Independence: Determined independent under Nasdaq rules (along with other non-management directors) .
- Committees: Audit Committee member; Compensation & Human Resources Committee member .
- Committee chair roles: None (Board Chair only); Audit chaired by Thomas C. Kennedy; Compensation & HR chaired by Patrick O’Keeffe .
- Attendance and engagement: 100% attendance for Board (7 meetings in 2024) and committees (18 meetings in 2024) .
- Executive sessions: Non-management directors meet in executive session regularly .
- Reelection status: Class I nominee for a term expiring at the 2028 annual meeting .
- Annual meeting participation: Attended 2024 annual meeting .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board Chair) | $125,000 | Paid quarterly |
| Committee chair fees | $0 | Vogel is not a committee chair; chair fees: Audit $25k; Comp & HR $20k; Nominating $15k; Safety $15k |
| Meeting fees | Not disclosed | No meeting fees disclosed |
| Other compensation (ATP travel bank utilized) | $0 | Directors receive $10,000 ATP travel bank; Vogel did not utilize in 2024 |
Performance Compensation
| Equity Component (2024) | Grant Date Value | Vesting | Unvested RSUs Outstanding (12/31/2024) |
|---|---|---|---|
| Annual equity retainer (RSUs, Chair) | $170,000 | RSUs generally vest on first anniversary of grant, subject to continued service | 16,130 |
- Equity plan terms include double-trigger change-in-control provisions at the plan level, supporting shareholder-aligned treatment of awards .
- Hedging/pledging: Company policy prohibits hedging and pledging transactions by directors (alignment safeguard) .
Other Directorships & Interlocks
| Company | Relationship to SNCY | Potential Interlock/Conflict |
|---|---|---|
| AAR Corp. (public) | Aviation services provider; industry adjacency | Potential supplier/customer adjacency; no related-party transactions with AAR disclosed by SNCY . |
| Telluride Regional Airport Authority (public entity) | Airport governance | No SNCY related-party transactions disclosed . |
| WWF National Council (non-profit) | Advisory involvement | Not applicable . |
No transactions over $120,000 involving directors or related persons were disclosed other than those specified (Anuvu with Apollo affiliation); no item involving Vogel was disclosed .
Expertise & Qualifications
- Legal/regulatory, corporate governance, ethics/compliance, M&A; over 30 years leadership in airline and energy industries .
- Recognitions: Women’s Inc. “Most Influential Corporate Board Directors,” Texas Diversity Council “Most Powerful and Influential Women in Texas,” Board Prospects “100 Women Leaders in the Boardroom” (2025) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jennifer Vogel | 44,869 | ~0.08% | Includes 16,130 RSUs vesting within 60 days |
- Vested vs unvested (derived): Approx. 28,739 believed currently owned/vested; 16,130 unvested RSUs included per SEC beneficial ownership rules (sum equals reported beneficial ownership) .
- Anti-hedging/pledging: Company prohibits hedging and pledging of equity securities by directors, supporting alignment .
Governance Assessment
- Strengths: Independent Board Chair; full attendance; clear committee responsibilities; prohibition on hedging/pledging; director compensation structure with balanced cash/equity; robust related-party review policy through Audit Committee .
- Investor sentiment: 2024 Say-on-Pay support ~95% (while focused on executives, signals broad investor confidence in compensation governance) .
- Watch items: External board at AAR Corp. creates industry adjacency; monitor any future commercial relationships for potential related-party exposure—none disclosed to date .
- Overall: Vogel’s legal and governance background, independent Chair role, and engagement/attendance support board effectiveness and investor confidence; no conflicts or attendance/red-flag compensation items were disclosed .