Wendy Schoppert
About Wendy Schoppert
Wendy Schoppert (age 58) joined Sun Country Airlines’ Board effective October 1, 2025 as a Class II director with an initial term expiring at the 2026 annual meeting. She brings deep finance and governance credentials from prior executive roles at Sleep Number (EVP/CFO; CIO; Head of International; interim CMO) and earlier airline-industry experience at American Airlines, Northwest, and America West. She holds a BA in Mathematics and Operations Research and an MBA in Finance and General Management from Cornell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sleep Number Corporation | EVP/Chief Financial Officer; SVP/Chief Information Officer; Head of International; interim Chief Marketing Officer | Nine years | Led finance and technology; multi-functional leadership across finance, IT, international and marketing |
| U.S. Bank | Senior leadership roles | Not disclosed | Financial services leadership experience |
| American Airlines; Northwest Airlines; America West Airlines | Various roles (early career) | Not disclosed | Airline industry operating and finance experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| The ODP Corporation (Office Depot) | Chair of the Board | Chair since 2020 | Demonstrated transaction leadership; as Chair, led board communications with potential acquirers in 2025 process |
| DaVita Inc. | Director | Since July 2023 | Healthcare governance experience |
| Fossil Group, Inc. | Director | Since May 2025 | Retail/consumer expertise; confirmed via S-3 director signature |
| The Hershey Company | Former Director | Prior service | Consumer products governance experience |
| Bremer Financial Corporation | Former Director | Prior service | Banking governance experience |
| Big Lots, Inc. | Former Director | Prior service | Retail governance experience |
Board Governance
- Appointment and tenure: Appointed as Class II director effective October 1, 2025; initial term runs to 2026 annual meeting .
- Committee assignments: None at the time of appointment; Schoppert was not assigned to any board committee initially .
- Board leadership and independence framework:
- Sun Country separates CEO and Board Chair roles; an independent director serves as Chair (currently Jennifer Vogel) .
- The Nominating and Corporate Governance Committee assists the Board in determining director independence and oversees governance practices .
- Non-management directors hold regular executive sessions without management .
- Amazon board nomination rights: Amazon retains a right to nominate a director/observer while its warrants or related shares remain and the ATSA is in effect; Amazon has not exercised this right as of the 2025 proxy .
Fixed Compensation
Sun Country’s non-employee director compensation program (current framework to which Schoppert is entitled) consists of cash retainers, committee chair fees, annual RSU grants, and an annual travel bank benefit.
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $75,000 (Board Chair: $125,000) |
| Committee chair fees | Audit: $25,000; Compensation & HR: $20,000; Nominating & Corporate Governance: $15,000; Safety: $15,000 |
| Annual equity grant (RSUs) | $120,000 grant-date value (Board Chair: $170,000); newly appointed directors receive pro-rata RSU upon joining |
| Director travel benefit (ATP) | $10,000 travel bank per year; taxable income; taxes paid by company |
Director compensation evolution (cash retainer) for context:
| Metric | FY 2022 | FY 2023 (Jan–Jul) | FY 2023 (Aug–Dec) | FY 2024 |
|---|---|---|---|---|
| Non-employee director cash retainer ($) | $50,000 | $50,000 | $75,000 | $75,000 |
| Board Chair cash retainer ($) | $75,000 | $75,000 | $100,000 | $125,000 |
Performance Compensation
- RSU vesting: Director RSUs typically vest on the first anniversary of grant date, subject to continued board service; grants are time-based, not performance-based .
- Clawback policy: The company’s clawback applies to executive officers in the event of an accounting restatement (three-year lookback); it is not described as applying to non-employee directors .
- Hedging/derivatives prohibition: Directors are prohibited from hedging, short sales, options/derivatives, or margin purchases under the insider trading policy, supporting alignment with shareholders .
Other Directorships & Interlocks
| Entity | Relationship to SNCY | Potential Interlock/Conflict Assessment |
|---|---|---|
| ODP (Office Depot) | External board chair | No disclosed related-party transactions with SNCY; governance experience positive; monitor time commitments across boards |
| DaVita | External board | No operational ties to SNCY disclosed |
| Fossil Group | External board | No operational ties to SNCY disclosed |
| Amazon (SNCY cargo partner with board rights) | Customer; nomination right | Amazon has nomination rights but has not exercised; no Schoppert-specific interlock disclosed |
Expertise & Qualifications
- Financial leadership and audit oversight readiness (former CFO; extensive finance background) .
- Technology and operations (CIO and digital leadership at Sleep Number; airline operational background) .
- Governance breadth across multiple public boards, including chair experience and M&A process leadership (ODP 2025 sale process) .
- Education: BA (Mathematics & Operations Research), MBA (Finance & General Management) – Cornell University .
Equity Ownership
- Initial holdings: The appointment 8-K states Schoppert will receive cash retainers and RSU grants consistent with the non-employee director program; specific share counts/beneficial ownership were not disclosed in the appointment filing .
- Anti-hedging alignment: Company policy prohibits hedging, shorting, and derivatives for directors .
Governance Assessment
- Independence and conflicts: At appointment, the company disclosed no arrangements or related-party transactions requiring Item 404(a) disclosure for Schoppert – a strong independence/conflict signal . The Board’s Nominating Committee oversees independence determinations and governance policy, reinforcing process quality .
- Committee fit and board effectiveness: Schoppert’s CFO and CIO background positions her well for Audit and Compensation oversight; initial lack of committee assignment is common for new directors and not a governance concern by itself .
- Compensation alignment: Director pay is modest in cash with a material equity component (time-based RSUs), plus strict anti-hedging – consistent with long-term shareholder alignment. RSU grants to directors vest on one-year schedules and are not performance-based, which is standard for outside directors .
- Additional signals: Regular executive sessions of non-management directors and independent Board Chair structure enhance oversight and investor confidence; Amazon’s unused nomination right bears monitoring but currently does not create interlocks or conflicts for Schoppert .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or legal proceedings for Schoppert in available filings. Overboarding risk is a general consideration with multiple public boards, but no company-specific overboarding policy or attendance concerns were disclosed for her at SNCY given the recent appointment .