Alejandro Wolff

About 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

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 .