Kerry Philipovitch
About Kerry Philipovitch
Kerry Philipovitch (age 54) has served as an independent director of Sun Country Airlines (SNCY) since December 2020. She brings 23 years of aviation operating experience, including as Senior Vice President–Customer Experience at US Airways and American Airlines from 2010–2019. She holds a BA in Economics from Tulane University and an MBA from the University of Michigan. The Board affirms her independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US Airways / American Airlines | Senior Vice President – Customer Experience | 2010–2019 | Led global airport customer service; ramp/bag; onboard service/catering; call centers; cargo; planning; service recovery. Developed I&D strategy; testified in Congress. |
| Airline Industry (aggregate) | Aviation management roles | 23 years | Broad operations and customer experience leadership across critical metrics of customer value. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avianca Airlines | Director | Not disclosed | Board service (aviation industry interlock). |
| Intervine (hospitality wine management) | Director | Not disclosed | Board service. |
Board Governance
- Independence: Board determined Ms. Philipovitch is independent under Nasdaq listing standards.
- Committee assignments (2024 activity):
- Nominating & Corporate Governance Committee – Chair; 4 meetings in 2024.
- Audit Committee – Member; Audit Committee held 4 meetings in 2024.
- Safety Committee – Member.
- Board & committee attendance (FY 2024): Board held 7 meetings; committees held 18; directors achieved 100% attendance for Board and assigned committees.
- Annual meeting attendance: Ms. Philipovitch attended the 2024 annual meeting.
- Board processes: Non-management directors meet in regular executive sessions; NACD membership supports continuing director education; annual board/committee evaluations with individual interviews and feedback.
- Skills matrix: Airline Industry; Senior Executive; Risk Management; M&A; Talent Management; Operations & Aviation Safety.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee directors; paid quarterly. |
| Committee chair fee (NGC Chair) | $15,000 | Chair fees: NGC Chair $15k. |
| Total cash fees received (Philipovitch) | $90,000 | Reported cash fees for 2024. |
| Other compensation (ATP travel bank utilized) | $7,800 | Travel bank provided: $10,000; value reported as taxable income with taxes on such income paid by the Company. |
2023 context: Mid-2023 the Board raised non-employee cash retainers from $50k ($75k Chair) to $75k ($100k Chair) and chair fees to current levels; Ms. Philipovitch received $66,306 cash fees in 2023.
Performance Compensation
| Equity Award | Grant-Date Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU retainer (2024) | $120,000 | RSUs generally vest on the first anniversary of grant, subject to continued board service. | None (time-based RSUs; no performance metrics disclosed). |
| Annual RSU retainer (2023) | $120,000 | RSUs vest on first anniversary (director program). | None (time-based RSUs; no performance metrics disclosed). |
As of Dec 31, 2024, Ms. Philipovitch held 11,386 unvested outstanding director RSUs.
Other Directorships & Interlocks
| Company | Public/Private | Sector | Potential Interlock Considerations |
|---|---|---|---|
| Avianca Airlines | Not specified in proxy | Airline | Industry overlap with aviation; no related-party transactions disclosed by SNCY. |
| Intervine | Not specified in proxy | Hospitality/Wine management | No SNCY related-party transactions disclosed. |
Expertise & Qualifications
- Education: BA Economics (Tulane); MBA (University of Michigan).
- Operating expertise: Led global airline operations affecting customer value; oversight of cargo, planning, service recovery.
- Governance/leadership: Chair, Nominating & Corporate Governance; skills in aviation safety, risk management, M&A, and talent management per Board matrix.
- Engagement and public policy: Inclusion & diversity strategy leadership; subject-matter expert to government; congressional testimony.
Equity Ownership
| Metric | Value | As-Of / Notes |
|---|---|---|
| Shares beneficially owned | 31,380 | Record Date April 14, 2025. |
| Ownership as % of outstanding | <1% | “* Less than 1%.” |
| RSUs vesting within 60 days (included above) | 11,386 | Footnote indicates shares issuable upon vesting within 60 days. |
| Unvested director RSUs outstanding | 11,386 | As of Dec 31, 2024. |
| Shares outstanding (SNCY) | 53,207,689 | Record Date April 14, 2025. |
| Hedging/shorts/options/margin policy | Prohibited | Hedging, short sales, derivative transactions, and purchases on margin are prohibited by policy. |
| Pledging | Not specified | No explicit mention of pledging in cited policy language. |
Governance Assessment
- Board effectiveness and independence: Independent director; chairs Nominating & Corporate Governance; member of Audit and Safety—strong alignment with oversight priorities for an airline. 100% attendance for Board and assigned committees in 2024.
- Shareholder alignment: Annual RSU grants align director compensation with shareholders; beneficial ownership includes time-based RSUs; hedging/shorts/options/margin prohibited—reduces misalignment risk.
- Compensation structure and trends: 2023 raised director cash retainers and chair fees to market; 2024 structure maintained. Mix emphasizes equity retainer ($120k RSU) plus cash ($75k base + chair fees).
- Say-on-pay signal: 2025 say-on-pay received 45,107,066 votes For vs. 1,256,178 Against and 263,005 Abstentions (strong support), reducing near-term compensation/governance overhang risk.
- Related-party and conflicts: Company reports no related-party transactions >$120,000 since start of FY2024 involving directors or their immediate families.
- Risk indicators:
- RED FLAG: Director travel benefit (ATP) treated as taxable income with taxes on that income paid by the Company (i.e., tax paid by Company on this perquisite). While modest in dollar terms ($7,800 utilized by Ms. Philipovitch in 2024), tax payment by the Company is generally viewed as shareholder-unfriendly.
- No Section 16(a) filing delinquencies reported for 2024, indicating timely insider reporting.
Overall: Ms. Philipovitch’s operating depth in aviation and leadership of Nominating & Corporate Governance, combined with Audit and Safety oversight and perfect attendance, support board effectiveness and investor confidence. Watch the perquisite tax treatment (ATP) as a minor governance negative; otherwise, no material conflicts or related-party exposures are disclosed.