Rose Neale
Chief Legal Officer, Senior Vice President, and Corporate Secretary at Sun Country Airlines Holdings
Executive
About Rose Neale
Rose Neale, age 50, is Chief Legal Officer, Senior Vice President, and Corporate Secretary of Sun Country Airlines (SNCY). She became Chief Legal Officer in April 2025 after serving as General Counsel since July 2022; she joined Sun Country in 2021 and previously served as Associate General Counsel and Vice President . Education: JD, University of Arizona James E. Rogers College of Law; BS, University of Arizona; LL.M. in Taxation, NYU School of Law . Company performance during her recent tenure includes 2024 revenue of “over $1.075 billion,” net income of $52.9 million, and Adjusted EBITDA of $207.1 million; 2024 TSR value of an initial $100 investment was $40.08 vs peer group $58.56, reflecting industry cyclicality and continued profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sun Country Airlines | Associate General Counsel & VP; General Counsel (from Jul 2022) | Not disclosed | Led all legal matters, airport and government affairs, insurance, and facilities |
| Castlelake | Managing Counsel (aviation investments; debt/equity raising) | Not disclosed | Legal oversight of aviation investments and financings |
| Investment firm; corporate law practice | Legal counsel; corporate lawyer | Not disclosed | Corporate transactions and investment counsel experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Air Carriers Association | Vice Chair and Chair | Not disclosed | Industry leadership for NAC carriers |
| Make-A-Wish Minnesota | Board of Directors; Chair of Governance Committee | Not disclosed | Non-profit governance and community engagement |
Fixed Compensation
- 2024 base salary: $325,000; target annual bonus: 60% of base salary; actual 2024 bonus paid: $192,075 (98.5% payout vs target) .
- Perquisites: company contributions to life insurance and 401(k) ($14,575), cell phone allowance ($720), HSA ($500), and flight benefits used under ATP ($4,425; grossed-up) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $213,125 | $273,542 | $325,000 |
| Stock Awards ($) | $400,000 | $172,500 | $400,000 |
| Non-Equity Incentive Plan ($) | $0 | $168,712 | $192,075 |
| All Other Compensation ($) | $8,759 | $16,690 | $20,219 |
| Total ($) | $723,472 | $631,444 | $937,295 |
Performance Compensation
- Annual bonus structure emphasizes operational efficiency, cost discipline, reliability, and cargo performance, with caps at 175% and overall 2024 payout at 98.5% of target .
- 2024 LTI mix for non-CEO NEOs: 25% PSUs / 75% RSUs; PSU metrics split 50% Adjusted EPS and 50% Relative Adjusted Pre-Tax Margin Ranking; RSUs vest over three annual tranches; PSUs measure 2024–2026 and vest post-measurement by no later than March 15, 2027, subject to continued employment .
Annual Bonus Metrics (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Fuel-neutral Adjusted EBT Margin (%) | 30% | 9% | 10–12% | 13.0% | 5.3% | 0.0% |
| Peer Adjusted EBT Margin Ranking | 20% | 3 | 2 | 1 | 1 | 35.0% |
| Adjusted CASM (cents) | 30% | 7.99 | 7.90–7.80 | 7.56 | 7.59 | 49.7% |
| D-0 (Scheduled Service) (%) | 5% | 55.0 | 60.0 | 65.0 | 58.7 | 4.0% |
| CCF (Scheduled Service) (%) | 5% | 99.0 | 99.5 | 99.9 | 99.2 | 2.8% |
| Freighter Ops Performance (%) | 10% | 96.0 | 97.0 | 98.0 | 96.6 | 7.0% |
| Total | — | — | — | — | — | 98.5% |
2024 LTI Grants (RSUs and PSUs)
| Grant Type | Grant Date | Units (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| PSUs (target) | Jan 9, 2024 | 6,902 | $100,000 |
| RSUs | Jan 9, 2024 | 20,704 | $300,000 |
PSU Performance Design (2024–2026)
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted EPS (per year) | 50% | $1.37 (2024–2026) → 50% payout | $1.47 / $1.57 / $1.68 (2024–2026) → 100% payout | $1.58 / $1.81 / $2.08 (2024–2026) → 150% payout |
| Relative Adjusted Pre-Tax Margin Ranking | 50% | Rank 5 → 50% payout | Rank 3 → 100% payout | Rank 1 → 150% payout |
Vesting mechanics:
- RSUs: 1/3 on each of the first three anniversaries of Jan 9, 2024, subject to continued employment .
- PSUs: earned over a 3-year period (2024–2026) and vest after the performance determination, but no later than March 15, 2027, subject to continued employment .
Equity Ownership & Alignment
- Beneficial ownership: 21,897 shares (<1% of outstanding) as of record date; shares outstanding: 53,207,689 .
- Estimated ownership as % of outstanding: ~0.041% (21,897 ÷ 53,207,689) .
- Options: 20,150 exercisable at $33.50, expiring 07/27/2031; no unexercisable options noted .
- Unvested equity (12/31/2024) and market value (at $14.58 per share as of 12/31/2024):
- RSUs: 4,928 (2022 RSUs) → $71,850 ; 4,510 (2023 RSUs) → $65,755 ; 20,704 (2024 RSUs) → $301,864 .
- PSUs: 6,902 (2024 PSUs) → $100,631 (value proxy based on year-end price; actual vest contingent on performance) .
- 2024 vested stock: 10,182 shares vested; value realized $137,918 .
- Hedging/pledging: Company policy prohibits hedging, short sales, derivatives, and margin purchases; “No hedging or pledging of equity securities” is an explicit governance practice .
In-the-money option value (12/31/2024): $0, given $14.58 stock price vs $33.50 strike (out-of-the-money) .
Employment Terms
- Employment letter (effective Jul 1, 2023): base salary $325,000; eligible for discretionary annual bonus; travel benefits include $10,000 ATP credit annually for personal travel for executive, friends/family; travel benefits vest and become non-forfeitable upon earlier of five years of service (from Apr 19, 2021) or certain change-in-control transactions .
- Severance: if terminated by the Company without “Cause,” Accrued Obligations plus continued base salary payments until the earlier of 12 months post-termination or first date violating restrictive covenants; if terminated without cause on 12/31/2024, severance would be $325,000 .
- Equity plans include double-trigger change-in-control provisions (no single-trigger vesting) .
- Clawbacks: SEC-compliant clawback adopted Nov 3, 2023—recovery of incentive comp (cash/equity) for three years preceding an accounting restatement; RSU/PSU award agreements include forfeiture for adverse conduct (e.g., fraud, restatement-related conduct, breach of non-compete/non-solicit/non-disparagement/confidentiality) .
- Insider trading policy: prohibits hedging and derivative transactions; bars short sales, puts/calls, equity swaps, exchange funds, and margin purchases .
Compensation Structure vs Performance
| Element | Design & Metrics | Alignment |
|---|---|---|
| Annual bonus | Weighted metrics: fuel-neutral Adj. EBT margin (30%), peer margin rank (20%), Adjusted CASM (30%), D-0 (5%), CCF (5%), cargo performance (10); 2024 payout 98.5% | Direct linkage to cost efficiency, reliability, and margin outcomes; guards against fuel volatility impact |
| LTI RSUs | Time-based, 3 annual tranches (2024 grant) | Retention + direct stockholder alignment via share price |
| LTI PSUs | 50% Adjusted EPS, 50% Relative Adj. Pre-Tax Margin rank; threshold/target/maximum schedule; 2024–2026 period; vest by Mar 15, 2027 | Multi-year performance focus; peer-relative profitability and earnings growth alignment |
Risk Indicators & Red Flags
- Hedging/pledging prohibited; “No single trigger” and double-trigger equity protections; no SERP or deferred compensation plans; clawback policy in place; no excise tax gross-ups; committee uses independent consultant (Meridian) .
- 2024 Say-on-Pay approval: ~95%, indicating broad shareholder support for pay program .
- Leadership transitions in April 2025 (CFO and COO departures; interim appointments) may increase execution risk near term, though departures were stated as unrelated and not due to disagreements .
Compensation Committee Analysis
- Committee composition (2024): Patrick O’Keeffe (Chair), Marion Blakey, Gail Peterson, Jennifer Vogel—each independent; six meetings in 2024; retains Meridian Compensation Partners as independent consultant; annually assesses compensation risk (concluded programs do not encourage excessive risk) .
- Peer group used for 2024 decisions: ATSG, Allegiant, Atlas Air Worldwide (subsequently removed), Frontier, Hawaiian (subsequently removed), Mesa, SkyWest, Spirit; targeted pay around market median .
Equity Ownership Detail
| Category | Count | Market/Strike | Notes |
|---|---|---|---|
| Beneficially owned shares | 21,897 | — | <1% of outstanding; ~0.041% of 53,207,689 shares |
| Options exercisable | 20,150 | $33.50 strike; exp. 07/27/2031 | Out-of-the-money at $14.58 (12/31/2024) |
| Unvested RSUs (2022 grant) | 4,928 → $71,850 | $14.58 (12/31/2024) | Quarterly vesting schedule |
| Unvested RSUs (2023 grant) | 4,510 → $65,755 | $14.58 (12/31/2024) | Quarterly vesting schedule |
| Unvested RSUs (2024 grant) | 20,704 → $301,864 | $14.58 (12/31/2024) | 1/3 annually for 3 years |
| Unvested PSUs (2024 grant) | 6,902 → $100,631 | $14.58 (12/31/2024) | Earned 2024–2026; vest by Mar 15, 2027 |
| 2024 stock vested | 10,182; $137,918 realized | — | Reflects ongoing vesting cadence |
Employment Contracts, Severance & Change-of-Control Economics
| Term | Detail |
|---|---|
| Base salary | $325,000 |
| Bonus | Discretionary annual bonus eligibility |
| Severance (without Cause) | Accrued Obligations plus continued base salary up to 12 months; illustrative 12/31/2024 severance $325,000 |
| Travel benefits | $10,000 ATP credit annually; vests and becomes non-forfeitable upon five years of service from Apr 19, 2021 or certain change-in-control transactions; lifetime usage once vested |
| Equity CIC treatment | Double-trigger provisions in equity plans; no single-trigger vesting |
| Clawbacks | SEC-compliant clawback (3 years pre-restatement) and award-level misconduct forfeiture triggers |
| Hedging/pledging | Prohibited by insider trading policy |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: ~95% approval; annual frequency affirmed (next frequency vote expected in 2030) .
Investment Implications
- Alignment: Introduction of PSUs (EPS and peer-relative margin) materially strengthens pay-for-performance linkage and ties executive rewards to earnings growth and profitability versus peers .
- Selling pressure: Options are out-of-the-money (strike $33.50 vs $14.58), reducing incentive for near-term exercise and selling; RSU/PSU vesting cadence indicates moderate, predictable supply from vesting rather than option exercises .
- Retention: Severance of up to 12 months base salary and substantial unvested RSU/PSU balances support retention; equity plans require double-trigger for CIC, limiting windfalls and aligning incentives through change-of-control scenarios .
- Governance quality: Strong policies (clawbacks, no hedging/pledging, independent comp committee and consultant) and robust say-on-pay support reduce compensation risk; however, 2025 leadership transitions (CFO, COO) introduce operational execution risk that investors should monitor for knock-on effects on performance metrics tied to compensation .