Jude Bricker
About Jude Bricker
Jude Bricker, 51, is Chief Executive Officer of Sun Country Airlines (since July 2017) and a director (since April 2018). He holds a BS in Civil Engineering (Texas A&M) and an MBA (University of Texas), and served as a U.S. Marine Corps infantry officer (1996–2002) . 2024 operating highlights under his tenure include record annual revenue of over $1.075B and 10 consecutive profitable quarters; the company renewed and expanded its Amazon cargo partnership (12 to 20 aircraft through 2030, options to 2037) and received multiple industry awards, while producing margins “near the top of the industry” . Say-on-pay support in 2024 was approximately 95%, indicating strong shareholder alignment with the pay program design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allegiant Travel Company | Chief Operating Officer; prior leadership roles | COO Jan 2016–Jun 2017; other roles 2006–2016 | Senior executive responsible for marketing, network, operations, treasury, fleet, scheduling, pricing, ancillaries, digital, distribution, charters, loyalty, and IR . |
| American Airlines | Finance Manager | Jul 2004–May 2006 | Finance leadership experience at a major network carrier . |
| U.S. Marine Corps | Infantry Officer | 1996–2002 | Leadership and operational experience . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| SAS (Scandinavian Airlines) | Independent Board Member | Not disclosed | Current directorship disclosed in proxy . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 280,208 | Paid/base during post-IPO transition period . |
| 2023 | 546,875 | New employment agreement signed Apr 11, 2023 . |
| 2024 | 650,000 | No merit increases in 2024; base set May 1, 2023 per contract . |
Other fixed elements and perquisites:
- Annual travel benefits via ATP (CEO: $20,000 credit; non‑forfeitable for life), plus general employee travel; ATP usage is taxable income and the company pays taxes on a gross-up basis (perqs are modest otherwise) .
- No SERP or deferred compensation plan; governance “best practices” include no excise tax reimbursements for CoC payments .
Performance Compensation
Annual bonus design and 2024 outcome
| Metric | Weight | Threshold | Target | Maximum | 2024 Result | Weighted Payout |
|---|---|---|---|---|---|---|
| Fuel-neutral Adj. EBT Margin | 30% | 9% | 10–12% | 13.0% | 5.3% | 0.0% |
| Peer Adj. EBT Margin Ranking | 20% | 3 | 2 | 1 | 1 | 35.0% |
| Adjusted CASM (¢) | 30% | 7.99 | 7.90–7.80 | 7.56 | 7.59 | 49.7% |
| D-0 (Sched. Service) | 5% | 55.0% | 60.0% | 65.0% | 58.7% | 4.0% |
| CCF (Sched. 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 | 100% | — | — | — | — | 98.5% |
- CEO target bonus: 125% of base salary; actual 2024 bonus paid: $800,313 (98.5% of target), consistent with the above metric outcomes .
Long-term incentives (LTI)
- 2024 LTI mix for CEO: 60% PSUs / 40% RSUs; grant-date target values: PSUs $1,200,000; RSUs $800,000 .
- PSU performance metrics (three-year program ending 12/31/2026):
- Adjusted EPS (50% weight): threshold/target/maximum set at $1.37/$1.47/$1.58 (2024), $1.37/$1.57/$1.81 (2025), $1.37/$1.68/$2.08 (2026); payouts 50%/100%/150% with interpolation .
- Relative Adjusted Pre-Tax Margin Ranking (50% weight): threshold rank 5 (50%), target 3 (100%), maximum 1 (150%); peer set enumerated with adjustment if constituents change .
- RSU vesting: 2024 grant vests in 1/3 installments on the first three anniversaries of 1/9/2024, subject to service .
Summary compensation (CEO)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 280,208 | 546,875 | 649,999 |
| Bonus (sign-on/other) | — | 500,000 | — |
| Stock Awards (grant-date fair value) | 492,195 | 1,500,000 | 2,000,000 |
| Non-Equity Incentive (Annual Bonus) | — | 670,204 | 800,313 |
| All Other Comp (perqs, benefits) | 21,417 | 32,727 | 31,653 |
| Total | 793,820 | 3,249,806 | 3,481,966 |
Notes: 2022 equity grant partially rescinded in Jan 2023 to comply with CARES Act limits; no cash was paid in excess of limits .
Equity Ownership & Alignment
Beneficial ownership and alignment
- Total beneficial ownership: 1,441,566 shares (2.7% of outstanding as of record date; 53,207,689 shares outstanding) .
- Hedging/pledging: Company policy prohibits hedging; governance “best practices” indicate no hedging or pledging of equity securities .
- Say-on-pay support: ~95% approval in 2024, supportive of alignment claims .
Outstanding equity (as of 12/31/2024)
| Instrument | Quantity | Key Terms | Reference Value |
|---|---|---|---|
| Stock options (exercisable) | 1,411,492 | Strike $5.30; expires 11/21/2028; fully vested by 12/31/2023 | — |
| RSUs (unvested) | 27,684 (2023 grant) | Quarterly vesting through remaining schedule per 2023 award | $403,632 MV at $14.58 |
| RSUs (unvested) | 55,211 (2024 grant) | Vests 1/3 on each of first three anniversaries of 1/9/2024 | $804,976 MV at $14.58 |
| PSUs (target, unearned) | 82,816 (2024 grant) | Earn based on 2024–2026 EPS and relative pre-tax margin; vest after performance certification by 3/15/2027 | $1,207,457 MV at $14.58 |
Potential insider selling pressure considerations
- Options in-the-money value (12/31/2024): approximately $13.1M = (market $14.58 – strike $5.30) × 1,411,492; inputs per proxy; value illustrative as of that date .
- Scheduled RSU vesting (2024 grant): annual tranches on 1/9/2025, 1/9/2026, 1/9/2027; quarterly vesting continues for remaining 2023 RSUs per schedule, adding periodic supply potential subject to trading windows .
Ownership guidelines
- No executive ownership guideline multiples were disclosed; not addressed in the proxy.
Employment Terms
- Agreement term: CEO employment agreement dated April 11, 2023; initial 4‑year term through April 11, 2027; auto-renews annually unless either party gives 90 days’ notice .
- Base salary and target bonus: Base ≥$650,000; target annual bonus 125% of salary .
- Annual equity: Target $2,000,000 per year; 2024 mix 60% PSUs / 40% RSUs .
- Severance (non‑CoC): If terminated without cause, resigns for good reason, or upon non‑renewal: 1.5× (salary + target bonus), paid over 12 months; health care per side letter; release and restrictive covenants required .
- Change-in-control: Equity plans have double‑trigger change‑in‑control provisions; no excise tax gross‑ups .
- Restrictive covenants: Non‑compete and non‑solicit for 12 months post‑employment; perpetual confidentiality and non‑disparagement .
- Health care side letter: Provides benefits upon qualifying terminations .
- Travel benefits: ATP travel credit $20,000 per year, non‑forfeitable for life .
Board Governance
- Board service: Director since April 2018; Class III; current term expires at the 2027 annual meeting .
- Roles: Member, Safety Committee .
- Independence: Board determined six directors are independent; CEO Bricker is not independent. Chair is an independent director (Jennifer Vogel) and the roles of Chair and CEO are separated .
- Attendance: In 2024, the Board met 7 times and committees met 18 times; directors had 100% attendance .
- Director compensation: As CEO, Bricker receives no director pay; non‑employee director pay framework disclosed for context .
Performance & Track Record
- 2024 achievements: Record revenue >$1.075B; 10 consecutive profitable quarters; expanded Amazon cargo fleet to 20 aircraft with extension to 2030 and options to 2037; ramp in scheduled service and charter; new mobile app; received CAPA 2024 Low Cost Carrier of the Year and ATW 2025 Market Leader awards .
- Leadership transitions: In April 2025, CFO/President Dave Davis and COO Gregory Mays departed; Board appointed interim CFO Bill Trousdale; company stated departures were unrelated and implemented a transition plan .
Compensation Committee Analysis
- Committee composition (2024): Chair Patrick O’Keeffe; members Marion Blakey, Gail Peterson, Jennifer Vogel; all independent .
- Consultant: Meridian Compensation Partners serves as independent advisor; annual risk assessment indicates programs do not encourage excessive risk-taking .
- Peer group (used for 2024 decisions): Air Transport Services Group; Allegiant Travel Company; Atlas Air Worldwide Holdings (since removed); Frontier Group Holdings; Hawaiian Holdings (removed post-acquisition); Mesa Air Group; SkyWest; Spirit Airlines .
Governance Policies, Clawbacks, and Related Parties
- Clawback: Policy effective Nov 3, 2023 requires recovery of incentive compensation for three years preceding an accounting restatement; award agreements permit cancellation/forfeiture for misconduct and repayment of excess payouts .
- Insider trading: Prohibits hedging, short sales, options/derivatives, and margin purchases by directors/officers/employees .
- Related parties: Proxy notes no related‑party transactions requiring disclosure since the beginning of fiscal 2024, other than compensation arrangements .
Risk Indicators & Red Flags
- Positive: Strong say‑on‑pay (95%); double‑trigger CoC; no SERP/deferred comp; no equity repricing; hedging/pledging prohibited .
- Watch items: Large in‑the‑money option position (potential exercise/sale supply); scheduled RSU vesting cadence; leadership turnover (CFO/COO in April 2025) adds transition risk near-term .
Vesting Schedules and Upcoming Triggers
- 2024 RSUs (55,211 units) vest 1/3 on each anniversary of 1/9/2024 (i.e., expected around 1/9/2025, 1/9/2026, 1/9/2027), subject to service .
- 2024 PSUs (target 82,816 units) earn on 2024–2026 performance and vest after committee certification by 3/15/2027, subject to service .
- 2023 RSUs: Remaining tranches vest quarterly per award schedule; 27,684 unvested as of 12/31/2024 .
Equity Ownership Snapshot
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 1,441,566 |
| Ownership % of outstanding | 2.7% (53,207,689 shares outstanding) |
| Options exercisable | 1,411,492 @ $5.30, exp. 11/21/2028 |
| RSUs unvested | 27,684 (2023), 55,211 (2024) |
| PSUs target unearned | 82,816 (2024 program) |
| Hedging/pledging | Prohibited by policy/governance |
Employment Economics (Severance/CoC)
| Provision | CEO Terms |
|---|---|
| Severance multiple (non‑CoC) | 1.5× (base + target bonus), paid over 12 months upon qualifying termination or non‑renewal; release/covenants required . |
| Health care | Benefits per side letter upon qualifying termination . |
| CoC treatment | Equity plans are double‑trigger; no excise tax gross‑ups . |
| Restrictive covenants | 12‑month non‑compete and non‑solicit; perpetual confidentiality and non‑disparagement . |
Investment Implications
- Pay-for-performance is credible: 2024 bonus paid at ~98.5% of target with transparent, operationally relevant metrics; CEO LTI is majority PSUs tied to EPS growth and relative pre‑tax margins, reinforcing long-term value creation .
- Supply overhang risk: Large in‑the‑money option position and scheduled RSU vesting could create intermittent selling pressure as windows open, though hedging/pledging are prohibited and PSU outcomes are performance‑contingent .
- Retention: Contract through 2027 with auto‑renewal; severance economics are moderate (1.5×) and ownership stake (2.7%) aligns interests; non‑compete/non‑solicit provide some protection .
- Governance: Independent Chair and strong committee independence/attendance mitigate dual‑role concerns; safety oversight includes CEO participation; recent CFO/COO departures raise execution/transition watch items near term .