Andrew Broderick
Director at ULCC
Board
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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macroeconomic hedge fund | Investment professional | Pre-2008 | Not disclosed |
| Stock-option valuation firm | Professional | Pre-2008 | Not disclosed |
External Roles
| Organization | Role | Tenure Start | Notes |
|---|---|---|---|
| JetSMART Airlines SpA | Director | Sep 2018 | Airline (South America) |
| Wizz Air | Director | Apr 2019 | Airline (Europe) |
| APiJET, LLC | Director | Nov 2020 | Airline software/analytics |
| Volaris (Concesionaria Vuela Compañía de Aviación, S.A.B. de C.V.) | Director | Apr 2023 | Previously alternate director since Jul 2010; ULCC has a codeshare with Volaris since 2018 |
| CleanJoule, Inc. | Director | May 2023 | Sustainable Aviation Fuel producer |
| Lynx Air | Director (former) | May–Dec 2023 | Former role |
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
| Component | Amount | Terms | Year |
|---|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director cash fee | 2024 |
| Committee chair fee | N/A (not a chair) | Chairs: $25,000 (Audit), $20,000 (other committees) | 2024 |
| Travel benefits (UATP) | $5,500 | Annual personal flight bank; post-service extension based on years served | 2024 |
| Total reported director pay | $240,000 | $100,000 cash + $140,000 stock awards | 2024 |
| Outstanding director RSUs | 24,955 | Granted May 25, 2024; vest May 15, 2025 (subject to service) | As of 12/31/2024 |
- 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
| Equity Award | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant | May 25, 2024 | 24,955 | $140,000 | Vest in full May 15, 2025 (service-based) |
- 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 .
| 2024 Exec Bonus Metrics | Weight | 2024 Actual | Achievement contribution |
|---|---|---|---|
| Year-end Net Cash | 23.33% | $237M | 19% |
| Adjusted CASM ex-fuel (SLA 1,000) | 23.33% | 6.42 (forecast-adjusted) | — (below threshold) |
| Adjusted Pre-Tax Margin | 23.33% | 0.9% (forecast-adjusted) | — (below threshold) |
| Operational Objectives (4 KPIs) | 30% | 4 of 4 met (94% aircraft availability; 86% turn performance; 77% head start on-time; mishandled bag rank 4) | 60% |
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
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Andrew S. Broderick | 823,486 | <1% | Beneficial ownership per SEC rules as of 3/14/2025; outstanding shares 227,658,883 |
- 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 .