Marion Blakey
About Marion Blakey
Marion Blakey (age 77) has served as an independent director of Sun Country Airlines Holdings, Inc. since December 2021. She is a former President & CEO of Rolls-Royce North America (retired 2018), former President & CEO of the Aerospace Industries Association, and previously served as Administrator of the FAA, Chairman of the NTSB, and Administrator of NHTSA; she holds a degree from Mary Washington College and pursued graduate studies at Johns Hopkins SAIS, and is recognized for deep aviation safety and regulatory expertise .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| FAA | Administrator | 2002–2007 | Led primary aviation regulator; safety oversight |
| NTSB | Chairman | Prior to 2002 (date not specified) | Accident investigation leadership |
| NHTSA (U.S. DOT) | Administrator | Prior to 2002 (date not specified) | Safety/regulatory leadership |
| Aerospace Industries Association | President & CEO | Eight years (dates not specified) | Industry advocacy; policy |
| Rolls-Royce North America | President & CEO | Retired 2018 (dates prior not specified) | Aerospace operations leadership |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Eve Air Mobility | Non‑executive director | Current | Public company directorship in advanced air mobility |
| Radia | Advisory board member | Current | Advisory role |
| Sunrise Transportation Holdings | Advisory board member | Current | Advisory role |
| Alaska Air Group | Director | Prior | Aviation peer board experience |
| Cobham LLC | Director | Prior | Aerospace/defense board experience |
| Aerojet Rocketdyne | Director | Prior | Aerospace manufacturing board experience |
| NASA National Advisory Council | Council member | Prior | National aerospace advisory |
Board Governance
- Independence: The Board determined Blakey is independent under Nasdaq rules .
- Committees (2024): Compensation & Human Resources Committee (member); Safety Committee (Chair) .
- Attendance: 100% attendance at Board and assigned committee meetings in 2024; attended the 2024 annual meeting of stockholders .
- Board structure: Independent Chair; four standing committees; safety oversight formally assigned to Safety Committee .
| Governance Attribute | Detail |
|---|---|
| Class | Class II; term expires at 2026 annual meeting |
| Independence status | Independent director |
| Committee assignments | Compensation & HR (member); Safety (Chair) |
| Attendance | 100% Board and committee attendance in 2024 |
| Annual meeting attendance | Attended 2024 annual meeting |
| Executive sessions | Non‑management directors meet regularly in executive session |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $95,000 | As reported in director compensation table |
| Annual cash retainer (structure) | $75,000 | Standard non‑employee director retainer |
| Committee chair fees (structure) | Safety Chair: $15,000 | Chair fee schedule: Audit $25k; Comp $20k; Nom/Gov $15k; Safety $15k |
| Meeting fees | None disclosed | No per‑meeting fees disclosed |
| Perquisites | ATP travel bank utilized: none reported | Directors received $10,000 ATP travel banks in 2024; Blakey shows $0 in “All Other Compensation” |
Performance Compensation
| Equity Component | 2024 Grant Value | Vesting | Units Outstanding/Unvested |
|---|---|---|---|
| Annual RSU retainer | $120,000 | RSUs generally vest on first anniversary of grant | Unvested stock awards held as of 12/31/2024: 11,386 |
| Equity mix | RSUs (no options/PSUs for directors) | Annual equity retainer; granted around annual meeting | — |
Notes: Director equity is time‑based RSUs intended to align interests; no options or PSUs disclosed for directors in 2024 .
Other Directorships & Interlocks
- Current public company directorship: Eve Air Mobility (non‑executive director) .
- Prior public company boards include Alaska Air Group and Aerojet Rocketdyne; no current disclosed interlocks with SNCY competitors/suppliers/customers that rise to related‑party transactions thresholds in 2024 .
Expertise & Qualifications
- Aviation safety and regulatory leadership (FAA, NTSB, NHTSA) .
- Aerospace industry executive experience (Rolls‑Royce NA; AIA) .
- Public company governance experience across multiple aerospace/airline boards .
- Education: Mary Washington College; graduate study at Johns Hopkins SAIS .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Footnotes |
|---|---|---|---|
| Marion Blakey | 28,767 | * (less than 1%) | Includes 11,386 shares issuable upon RSU vesting within 60 days |
- Shares outstanding at record date: 53,207,689 .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors .
- Ownership guidelines: No explicit director stock ownership guidelines disclosed in the proxy; compliance status not disclosed .
Fixed Director Compensation Table (2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Marion Blakey | 95,000 | 120,000 | — | 215,000 |
Potential Conflicts and Related‑Party Exposure
- Related‑party transactions: Proxy reports none exceeding $120,000 involving directors or immediate family for 2024; no transactions currently proposed .
- Registration Rights & TRA context: A 2021 Registration Rights Agreement and an Income Tax Receivable Agreement (TRA) benefit certain pre‑IPO holders, including “certain members of management and the Board”; Apollo’s registration rights terminated after its February 2025 secondary. Individual director participation is not specified in the proxy .
Compensation Committee Analysis (Blakey is a member)
- Committee composition: All independent; no interlocks or insider participation; chaired by Patrick O’Keeffe .
- Consultant: Meridian Compensation Partners engaged; annually assesses compensation risk; committee asserts programs do not encourage excessive risk .
- Say‑on‑Pay: 2024 approval ~95%; Board adopted annual frequency for say‑on‑pay .
Governance Assessment
- Strengths: Independent status; Safety Committee chaired by a former FAA Administrator; perfect attendance; prohibition on hedging/pledging; standard, transparent director pay with equity retainer; no related‑party transactions in 2024 .
- Alignment: Annual RSU retainer vests on one‑year schedule; beneficial ownership includes unvested RSUs, supporting alignment; no options/PSUs for directors limiting risk of pay complexity .
- Watch items: TRA and registration rights constructs exist at the company level though not tied to Blakey individually in the proxy; continued monitoring of any future related‑party transactions and evolving external board roles for potential conflicts .
Overall signal: Blakey’s regulatory pedigree and safety oversight chair role enhance board effectiveness and investor confidence in operational risk oversight, supported by full attendance and independent status; compensation and ownership structures appear standard and aligned, with no disclosed conflicts in 2024 .