Thomas Kennedy
About Thomas C. Kennedy
Independent director since April 2021; age 59. Kennedy is an experienced travel and hospitality finance executive and currently President & CEO North America of SIXT Rental Car (since Jan 2025), having previously served as President & CFO (Nov 2020–Jan 2025). He is Sun Country’s Audit Committee chair and the Board-designated “audit committee financial expert.” Education: B.A. Economics, Tulane (summa cum laude, Phi Beta Kappa), MBA, Harvard Business School. Prior roles include CFO at Hertz (2013–2018), CFO at Hilton (2008–2013), CFO at Vanguard Car Rental (2003–2007), and senior finance roles at Northwest Airlines (1992–2003). He also served in Merrill Lynch Public Finance (1987–1990) .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| SIXT Rental Car (North America) | President & CEO North America | Jan 2025–present | Promoted from President & CFO |
| SIXT Rental Car | President & CFO | Nov 2020–Jan 2025 | Finance and operating leadership |
| Hertz Global Holdings | Senior EVP & CFO | 2013–2018 | Company later filed for bankruptcy in May 2020 (post-tenure) |
| Hilton Worldwide Holdings | EVP & CFO | 2008–2013 | Public company CFO experience |
| Vanguard Car Rental (National/Alamo) | EVP & CFO | 2003–2007 | Rental car industry finance leadership |
| Northwest Airlines | SVP & Corporate Controller; VP FP&A; other finance roles | 1992–2003 | Airline sector finance and controllership |
| Merrill Lynch Capital Markets | Public Finance (Investment Banking) | 1987–1990 | Financial markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SIXT Rental Car (North America) | President & CEO North America | 2025–present | Operating executive role |
| Lobeck Taylor Family Foundation | Board member | Not disclosed | Philanthropic board service |
Board Governance
- Committee assignments: Audit Committee Chair; other memberships: none. Audit Committee members: Kennedy (Chair), Kerry Philipovitch, Jennifer Vogel; 4 meetings in 2024 .
- Audit committee financial expert: Board determined Kennedy qualifies under Item 407(d)(5) of Regulation S-K .
- Independence: Board has determined Kennedy is independent under Nasdaq rules .
- Attendance and engagement: 2024 Board held 7 meetings and committees held 18; directors had 100% attendance at Board and committee meetings. Kennedy also attended the 2024 annual meeting of stockholders .
- Board leadership and oversight: Board has an independent Chair and separates CEO/Chair roles; committees oversee respective risk areas, with Audit overseeing financial risk and compliance .
- Shareholder voting signal: Re-elected on June 11, 2025 with 44,086,446 votes “For,” 2,539,803 “Withheld,” and 3,100,554 broker non-votes (plurality standard) .
- Compensation governance infrastructure: Compensation committee engages independent consultant Meridian; robust clawback policy; no single-trigger CIC; no hedging or pledging of equity securities .
Fixed Compensation
| Component | 2024 Program Terms | Kennedy 2024 ($) |
|---|---|---|
| Annual cash retainer | $75,000 for non-employee directors; $125,000 for Board Chair | $100,000 (includes chair fee) |
| Committee chair fees | Audit Chair: $25,000; Comp Chair: $20,000; N&CG Chair: $15,000; Safety Chair: $15,000 | Included in cash total (Audit Chair) |
| Meeting fees | Not disclosed | — |
| All other compensation | Air Travel Program (ATP) travel bank up to $10,000; value treated as taxable income with taxes paid by company (gross-up) | $— (none utilized) |
- Notes: Cash retainers paid quarterly. The ATP perk entails a tax gross-up—shareholder-unfriendly in principle—though Kennedy did not use it in 2024 .
Performance Compensation
| Element | Grant Date | Instrument | Shares/Units | Grant Date Fair Value | Vesting | Source |
|---|---|---|---|---|---|---|
| Annual equity retainer | Typically at annual meeting | RSUs | Program: value $120,000 for non-chair; $170,000 for Board Chair | $120,000 (program) | RSUs vest on first anniversary of grant, service-based | Proxy |
| 2024 director grant | 2024-06-12 | RSUs | 11,386 | Included in $120,000 total shown in Director Compensation table | Vests on 1-year anniversary (per program) | Form 4; post-award holding 27,472; https://www.sec.gov/Archives/edgar/data/1743907/000112760224018647/0001127602-24-018647-index.htm |
| 2025 director grant | 2025-06-11 | RSUs | 10,390 | Not disclosed in proxy (program indicates annual equity) | Vests on 1-year anniversary (per program) | Form 4; post-award holding 37,862; https://www.sec.gov/Archives/edgar/data/1743907/000112760225017454/0001127602-25-017454-index.htm |
- No option awards or performance-linked director equity are disclosed; director equity is time-based RSUs .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | — | — | None disclosed in proxy |
| Compensation Committee Interlocks | — | — | Company discloses no interlocks for Compensation & HR Committee in 2024 |
Expertise & Qualifications
- Deep finance and controllership expertise across airlines, hotels, and rental cars; prior public company CFO roles (Hilton, Hertz) and airline finance leadership (Northwest) .
- Designated audit committee financial expert; strengthens financial reporting oversight .
- Advanced education: Harvard MBA; Tulane B.A. in Economics (summa cum laude, PBK) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Record Date: Apr 14, 2025) | 27,472 shares; “<1%” of outstanding | Table shows 27,472 shares; percent indicated as “*” (<1%). Shares outstanding: 53,207,689 |
| Unvested RSUs outstanding (12/31/2024) | 11,386 | As of year-end 2024 |
| Latest reported post-award ownership | 37,862 shares (after 2025 grant) | Form 4 dated 2025-06-13 for 2025-06-11 grant; post-transaction holdings 37,862; https://www.sec.gov/Archives/edgar/data/1743907/000112760225017454/0001127602-25-017454-index.htm |
| Hedging/pledging | Prohibited for directors | Insider trading policy prohibits hedging; governance “best practices” list states no hedging or pledging |
| Section 16 compliance | In compliance for 2024 | Company reports timely filings for Section 16 insiders |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Holding | Link |
|---|---|---|---|---|---|---|
| 2025-06-11 | 2025-06-13 | A – Award (RSUs) | 10,390 | $0.00 | 37,862 | https://www.sec.gov/Archives/edgar/data/1743907/000112760225017454/0001127602-25-017454-index.htm |
| 2024-06-12 | 2024-06-14 | A – Award (RSUs) | 11,386 | $0.00 | 27,472 | https://www.sec.gov/Archives/edgar/data/1743907/000112760224018647/0001127602-24-018647-index.htm |
Governance Assessment
- Strengths
- Independent director; 100% Board and committee attendance in 2024; attended 2024 annual meeting—signals strong engagement .
- Audit Committee chair and designated financial expert; signed 2024 Audit Committee report—enhances financial oversight credibility .
- Shareholder support: Re-elected in 2025 with 44.1M votes “For” vs. 2.54M “Withheld”; Say-on-Pay approved with 45.1M “For” vs. 1.26M “Against”—indicates broad investor confidence in governance and pay practices .
- No related-party transactions involving directors above $120,000 since start of 2024; Compensation Committee interlocks: none—reduced conflict risk .
- Hedging and pledging are prohibited by policy; Meridian engaged as independent compensation consultant; robust clawback policy disclosed .
- Watch items
- Director ATP travel bank benefit includes a company-paid tax gross-up (though Kennedy did not utilize it in 2024); may be viewed as shareholder-unfriendly if utilized .
- External operating role (SIXT) in travel ecosystem—no related transactions disclosed, but continue monitoring for any vendor/customer dealings with Sun Country .
- Structural TRA obligations benefit pre-IPO holders; not director-specific, but a governance/overhang consideration for investors broadly .
Director Compensation (Detail – 2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $100,000 |
| Stock awards (grant date fair value) | $120,000 |
| All other compensation | $— (no ATP usage) |
| Total | $220,000 |
| Unvested RSUs outstanding (12/31/2024) | 11,386 |
Other Signals and Shareholder Feedback
- Say-on-Pay: 2025 advisory vote approved (Votes For 45,107,066; Against 1,256,178; Abstain 263,005; Broker Non-Votes 3,100,554) .
- Auditor ratification: KPMG ratified with 49,477,260 “For,” 234,515 “Against,” 15,028 “Abstain” .
Summary of Committee Roles (Kennedy)
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Audit | Chair | 4 | Financial reporting, internal controls, independent auditor, compliance & ethics, risk management |
RED FLAGS (None disclosed for Kennedy)
- Related-party transactions: None involving directors since start of 2024 .
- Attendance issues: None—100% Board and committee attendance .
- Hedging/pledging: Prohibited by policy .
- Equity award repricing or option repricing: None disclosed .