Andrew Broderick

About Andrew S. Broderick

Andrew S. Broderick (age 41) is a Class II director of Frontier Group Holdings, Inc. (ULCC), serving since January 2018. He is a Managing Director at Indigo Partners (joined July 2008) and holds a B.S. in Economics and a B.A. in Spanish from Arizona State University and an MBA from Stanford Graduate School of Business . The Board has determined he is not independent due to his affiliation with Indigo Partners, to which ULCC pays quarterly management service fees .

Past Roles

External Roles

Board Governance

• Committee memberships: Finance Committee member; Nominating and Corporate Governance Committee member; Safety and Security Committee member .
• Committee chairs: Not a chair; current chairs are Bernard Han (Audit), Alejandro Wolff (Compensation), Brian Franke (Finance), Ofelia Kumpf (Nominating & Corporate Governance), Robert Genise (Safety & Security) .
• Independence: Not independent (affiliation with Indigo Partners) .
• Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; ten directors attended the 2024 annual meeting .
• Executive sessions: Independent directors meet regularly; Genise is Lead Independent Director .
• Controlled-company transition: ULCC lost “controlled company” status in April 2024; proposed charter updates reflect this shift .

Fixed Compensation

• Director stock ownership guidelines: Required to hold at least $350,000 in ULCC stock by the later of April 1, 2026 or five years from election; RSUs count; options excluded; individual compliance not disclosed .

Performance Compensation

• No performance metrics apply to non-employee director equity grants; vesting is time-based only .
• Company-wide context: ULCC’s executive Management Bonus Plan uses weighted corporate metrics (Net Cash, Adjusted CASM ex-fuel SLA 1,000, Adjusted Pre-Tax Margin, and operational objectives) to fund bonuses, reflecting board oversight of pay-for-performance .

Other Directorships & Interlocks

• Volaris codeshare: ULCC entered a codeshare agreement with Volaris in Jan 2018; Broderick and Brian H. Franke serve on Volaris’s board; the agreement auto-renews and can be terminated on conditions; each party bears its own costs .
• Indigo Partners ties: Broderick is a Managing Director; ULCC pays Indigo Partners $375,000 per quarter for consulting under a Professional Services Agreement and indemnifies Indigo; ULCC also pays annual fees for Indigo-affiliated directors .

Expertise & Qualifications

• Industry: Deep airline investment and board experience across low-cost carriers (JetSMART, Wizz Air, Volaris) and aviation technology (APiJET) .
• Finance/strategy: Private equity background, corporate finance literacy .
• Education: ASU (B.S. Economics; B.A. Spanish), Stanford GSB (MBA) .

Equity Ownership

• Outstanding director RSUs: 24,955 (vest May 15, 2025) .
• Anti-hedging policy: Prohibits hedging transactions in ULCC equity; insider trading policy applies to directors .
• Pledging: No pledging disclosure for Broderick; not indicated in proxy .

Governance Assessment

• Independence and conflicts: Not independent due to Indigo affiliation; ULCC’s paid consulting arrangement and indemnities for Indigo Partners, plus paying fees for Indigo-affiliated directors, create perceived conflicts and raise alignment questions. The charter’s corporate opportunities renunciation further permits Indigo-affiliated directors to pursue competitive investments without duty to present opportunities to ULCC—an investor vigilance point. RED FLAGS: ongoing related-party payments ($375k/quarter), corporate opportunity renunciation, and codeshare interlock with Volaris where Broderick is a director .
• Committee effectiveness: Broderick’s roles on Finance, Nominating & Corporate Governance, and Safety & Security place him in core oversight streams (financial policy, board process/ESG, safety). He is not a chair, reducing concentration risk; chair roles are held by independent directors (Han, Wolff, Kumpf, Genise), which supports governance balance .
• Engagement: Company reports ≥75% meeting attendance for all directors and regular executive sessions led by the Lead Independent Director, suggesting baseline engagement and independent oversight mechanisms .
• Director pay alignment: Mix leans equity (approx. 58% of $240k), with modest travel perquisites. RSUs are time-based (no performance hurdles), common for directors; ownership guideline of $350k promotes alignment, but individual compliance not disclosed .
• Shareholder sentiment signal: 2024 Say-on-Pay received strong support (188.8M for, 4.36M against), indicating investors broadly supported compensation practices under the board’s oversight at that time .

Overall: Broderick brings significant airline investing and board experience but is affiliated with Indigo Partners, which receives material fees and enjoys charter protections—persistent related-party and opportunity-allocation risks. Governance mitigants include independent chairs on key committees, a Lead Independent Director, and reported attendance. Investors should monitor the scope of Indigo services, the evolution of ownership influence post-2024 “controlled company” loss, and any transactions involving Volaris or other Indigo portfolio companies for arm’s-length discipline .