Alejandro Wolff
Frontier Group HoldingsAbout Alejandro D. Wolff
Independent Class II director of Frontier Group Holdings (ULCC) since July 2019; age 68; former U.S. Ambassador to Chile (2010–2013) and U.S. Ambassador to the United Nations (2005–2010); previously Managing Director at Gryphon Partners LLC (2014–2016). Holds a B.A. from UCLA; recognized for government relations and corporate governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Career diplomat; U.S. Ambassador to the UN; U.S. Ambassador to Chile | 2005–2010 (UN); 2010–2013 (Chile) | Senior foreign policy leadership; intergovernmental negotiations |
| Gryphon Partners LLC | Managing Director | 2014–2016 | Global advisory experience; strategy and governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Albemarle Corporation (NYSE: ALB) | Director | Since Jan 2015 | Public company board service |
| JetSMART Holdings | Director | Since Mar 2017 | Low-cost airline in South America |
| PG&E Corporation (NYSE: PCG) | Director (former) | Apr 2019–Jun 2020 | Former public company directorship |
| Versum Materials (former NYSE: VSM) | Director (former) | Oct 2016–Oct 2019 | Former public company directorship |
Board Governance
- Independence: The Board determined Mr. Wolff is independent under Nasdaq rules .
- Committee assignments (2025): Chair, Compensation Committee; Member, Nominating & Corporate Governance; Member, Safety & Security .
- Lead Independent Director: Robert J. Genise (context) .
- Attendance: Board met 5 times in 2023 and 6 times in 2024; each director attended at least 75% of Board/committee meetings in their service periods .
- Governance context: ULCC lost “controlled company” status in April 2024; governance documents being updated; Board proposes officer exculpation amendment to Charter for 2025 vote .
- Compensation Committee process: Uses Willis Towers Watson as independent consultant; no Compensation Committee interlocks or insider participation; current members are independent; Mr. Wolff is Chair .
Committee Meeting Cadence (2024)
- Compensation Committee: 5 meetings
- Nominating & Corporate Governance Committee: 4 meetings
- Safety & Security Committee: 3 meetings
Fixed Compensation (Director)
| Component | 2023 | 2024 |
|---|---|---|
| Cash Retainer | $96,014 | $100,000 |
| Equity (RSUs grant-date fair value) | $140,000 | $140,000 |
| Total | $236,014 | $240,000 |
| Travel Benefits (UATP bank) | $5,500 (program detail as of 2023 policy) | $5,500 (program detail for 2024) |
Notes:
- Standard non-employee director package: $100,000 cash retainer; annual RSUs valued at $140,000; additional chair fees apply (Compensation Committee chair fee $20,000), and Board travel benefits via UATP; Mr. Wolff is Chair of the Compensation Committee in 2025 .
Performance Compensation (Director)
- Structure: Non-employee director equity is time-based RSUs, vesting on the earlier of the first anniversary of grant or immediately prior to the next annual meeting, subject to continued service; no performance metrics apply to director equity .
| Equity Grant Detail (most recent disclosed cycle) | Value | Grant Date | Vesting |
|---|---|---|---|
| Annual RSUs | $140,000 | May 25, 2024 | Vests in full on May 15, 2025, subject to continued service |
Other Directorships & Interlocks
| Company | ULCC Relationship | Interlock/Conflict Note |
|---|---|---|
| Albemarle Corporation | None disclosed | External public board service |
| JetSMART Holdings | None disclosed with ULCC; airline sector | External airline board; ULCC has not disclosed a related-party transaction involving Mr. Wolff |
| PG&E; Versum Materials (prior) | None | Historical roles; no current interlocks disclosed |
- Compensation Committee interlocks: None; no ULCC executives serve on other companies’ compensation committees with reciprocity .
Expertise & Qualifications
- Government relations, regulatory and corporate governance expertise highlighted by ULCC as core qualifications .
- Education: B.A., University of California, Los Angeles .
Equity Ownership
| Metric | 2023 YE | 2024 YE | As of Mar 14, 2025 |
|---|---|---|---|
| Unvested RSUs outstanding (director) | 17,722 RSUs | 24,955 RSUs | — |
| Total beneficial ownership (common shares) | — | — | 65,228 shares (<1% of outstanding) |
| Shares outstanding base (for % calc) | — | — | 227,658,883 shares |
Ownership policy:
- Director stock ownership guideline: $350,000 value (includes RSUs; excludes options); compliance due by the later of April 1, 2026 or five years from election; individual compliance status not disclosed .
Hedging/Pledging:
- Anti-hedging policy prohibits hedging transactions in ULCC equity by directors, officers and employees .
Governance Assessment
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Strengths:
- Independent director with deep regulatory/governmental expertise; chairs the Compensation Committee as an independent director following ULCC’s transition away from controlled-company status, supporting stronger governance and pay oversight .
- Clean interlock profile; no compensation committee interlocks or insider participation; use of an independent compensation consultant .
- Consistent director meeting attendance culture (≥75%) and active committee calendars for committees where he serves .
-
Alignment & Pay Structure:
- Standard low-risk director pay structure with majority equity (time-based RSUs); annual cash $100,000 and equity $140,000; equity vests on tenure rather than performance, typical for directors and aligns interests via ownership accumulation .
- Director ownership guidelines ($350,000) promote longer-term alignment, with inclusion of RSUs toward the requirement .
-
Potential Risk/Conflict Indicators (no current red flags identified for Mr. Wolff):
- Related-party transactions disclosed involve Indigo Partners arrangements and a Volaris codeshare; Mr. Wolff is not listed as a related party in these items; Audit Committee reviews related-party transactions under a formal policy .
- Anti-hedging policy reduces misalignment risk from derivatives on company stock .
Overall, Mr. Wolff presents as an independent, governance-focused director with relevant external board experience, leading the Compensation Committee post-transition to a fully independent structure—supportive of investor confidence in pay oversight and board effectiveness .