Barry Biffle
About Barry Biffle
Barry L. Biffle, 53, is Chief Executive Officer of Frontier Group Holdings (ULCC) since March 2016 and a Class III director since March 2017; he previously served as President from July 2014 to October 2023 . He holds a B.A. from the University of Alabama and, since January 2025, serves on the Board of the Federal Reserve Bank of Kansas City, Denver Branch . 2024 pay-for-performance outcomes: the annual Management Bonus Plan achieved 79% of corporate goals with actual CEO cash bonus of $712,053, driven by operational objectives, while financial targets (Adjusted CASM ex-fuel, Adjusted Pre-Tax Margin) were not met; Adjusted Pre-Tax Margin achieved 1% for 2024 as measured for incentive purposes . Frontier’s “Pay versus Performance” disclosure emphasizes TSR, net income and Adjusted Pre-Tax Margin as key performance linkages for CEO pay .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Frontier Group Holdings | Chief Executive Officer | 2016–present | Led ULCC growth; CEO compensation tied to net cash, CASM ex-fuel, adjusted pre-tax margin and operations in 2024 incentives . |
| Frontier Group Holdings | President | 2014–2023 | Oversaw commercial and operations prior to naming of a new President in Oct-2023 . |
| VivaColombia (Medellín) | Chief Executive Officer | 2013–2014 | Low-cost carrier leadership in Latin America . |
| Spirit Airlines | Chief Marketing Officer; EVP (2008–2013); CMO (2005–2013) | 2005–2013 | Brand/commercial leadership at a leading ULCC . |
| US Airways | Managing Director, Marketing; prior roles in network planning, sales and marketing | 2003–2005 | Network and commercial execution . |
| American Eagle Airlines | Management roles | 1995–1999 | Early airline management foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Federal Reserve Bank of Kansas City, Denver Branch | Director (Board member) | 2025–present | Appointed Jan-2025 . |
Fixed Compensation
| Year | Base salary ($) | Notes |
|---|---|---|
| 2023 | 680,000 | Year-end base salary . |
| 2024 | 725,000 | Year-end base salary; CEO pay ratio disclosed as 25:1 (total CEO comp $1,443,469 vs median employee $58,277) . |
Performance Compensation
- Target bonus opportunity: 125% of base salary for CEO in 2024; actual CEO bonus paid for 2024 performance was $712,053 (awarded early 2025) .
- 2024 corporate attainment: 79% overall; operational objectives achieved (4/4); financial targets (Adjusted CASM ex-fuel and Adjusted Pre-Tax Margin) below threshold; Year-end Net Cash below target but contributed to payout .
Annual Incentive Plan Design and 2024 Results
| Metric (2024) | Weight | Target/Threshold framework | 2024 actual | Payout contribution |
|---|---|---|---|---|
| Year-end Net Cash | 23.33% | Threshold $175M; Target $276M; Stretch $325M; Max $375M | $237M | 19% |
| Adjusted CASM ex-fuel (SLA 1,000) | 23.33% | Threshold 6.27; Target 6.21; Stretch 6.18; Max 6.15 | 6.42 (6.44 unadjusted) | 0% (below threshold) |
| Adjusted Pre-Tax Margin | 23.33% | Threshold 5.5%; Target 7.5%; Stretch 8.5%; Max 9.5% | 0.9% (1% at actual fuel) | 0% (below threshold) |
| Operational Objectives (4 KPIs) | 30.0% | 1/4–4/4 threshold to max | 4/4 achieved (SOD availability 94%; turns 86%; head-start on-time 77%; DOT bag rank 4) | 60% |
| Individual performance factor | — | Discretionary | 100% for CEO | Included in total bonus math |
Equity Incentives and Vesting
| Grant/award | Type | Size | Vesting schedule |
|---|---|---|---|
| 3/15/2016 stock option | Options | 1,364,580 options @ $3.92; expire 3/15/2026 | Already exercisable; expire 3/15/2026 . |
| 2/03/2022 RSUs | RSU | 60,992 | 3 equal annual installments from 1st anniversary . |
| 2/08/2023 RSUs | RSU | 132,354 | 3 equal annual installments from 1st anniversary . |
| 10/25/2023 RSUs | RSU | 468,750 | 3 equal annual installments from 1st anniversary . |
Vesting/realized activity in 2024:
- Options exercised: 191,620 shares; value realized $844,071 in 2024 .
- RSUs vested: 414,034 shares; value realized $2,802,332 in 2024 .
Change-in-control and clawback:
- CIC policy: double-trigger equity acceleration (termination without cause or for good reason in connection with a qualifying change in control ≥40% voting power); severance definitions harmonized to ≥40% change threshold .
- Clawback: SEC- and Nasdaq-compliant clawback policy covering erroneously awarded incentive comp for restatements (effective Oct 2, 2023) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,431,806 shares (<1% of outstanding) as of Mar 14, 2025; includes spouse and family trust holdings as noted; CEO disclaims beneficial ownership of spouse/trust shares except to extent of pecuniary interest . |
| Outstanding options | 1,364,580 options @ $3.92, expiring 3/15/2026 . |
| Unvested RSUs (12/31/2024) | 60,992 (2/3/22 grant); 132,354 (2/8/23 grant); 468,750 (10/25/23 grant) . |
| 12/31/2024 stock price reference | $7.11 used by company for RSU market values . |
| Anti-hedging / pledging | Company prohibits hedging transactions (e.g., collars, swaps, exchange funds) by insiders; no explicit pledging restrictions disclosed in proxy . |
| Ownership guidelines | Director guideline: $350,000 within 5 years; no executive stock ownership guideline disclosed in proxy . |
Note: At $7.11 per share and a $3.92 option strike, the CEO’s 1,364,580 options had an intrinsic value per option of $3.19 on 12/31/2024 (calculation based on figures disclosed) .
Insider trading/vesting cadence:
- Late Form 4s were filed in Feb 2024 by several insiders (including CEO) to report RSU vesting and related tax withholding dispositions; indicates administrative timing, not open-market selling .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement | CEO employment agreement effective March 2016; auto-renews annually unless notice is given ≥90 days before term end . |
| Severance (no CIC) | Lump sum 1× (base salary + target bonus), 12 months COBRA, 1 year UATP flight benefits, pro-rated bonus based on actual performance (release required; non-compete/non-solicit apply) . |
| Severance (CIC, double trigger within 12 months) | Lump sum 2× (base salary + target bonus), 24 months COBRA, 2 years UATP flight benefits, pro-rated bonus, 100% equity acceleration (release required) . |
| Non-compete / non-solicit | During employment and 12 months post-termination; extends to 24 months if terminated without cause or constructively terminated . |
| Clawback | Recovery policy for erroneously awarded incentive compensation upon accounting restatement . |
| Perquisites | UATP travel bank ($11,000 for CEO in 2024), with post-employment continuation period per service tenure . |
Board Governance
- Role and tenure: Class III Director (term to 2027); CEO since 2016; not an “independent” director by virtue of management role .
- Leadership structure: Chair of the Board is William A. Franke; roles of CEO and Chair are separated. Lead Independent Director is Robert J. Genise, who convenes executive sessions and coordinates independent director activities .
- Committees: CEO is not listed as a member of standing committees; committees (Audit, Compensation, Finance, Nominating & Corporate Governance, Safety & Security) are chaired by independent directors .
- Independence and controlled-company transition: Company lost “controlled company” status in 2024; proxy reflects governance updates and officer exculpation proposal consistent with DGCL §102(b)(7) .
Director Compensation (dual-role implications)
- As an employee director, the CEO receives no additional director compensation; non-employee director compensation detailed separately in proxy .
- Dual-role considerations: Separation of Chair/CEO and presence of a Lead Independent Director mitigate typical CEO/Chair concentration risks; CEO is non-independent which is standard for executives .
Compensation Peer Group (benchmarking)
Peer airlines used for CEO pay benchmarking: Alaska Air, Hawaiian, JetBlue, Spirit, Allegiant, SkyWest; 2024 market positioning targeted around the 50th percentile; Willis Towers Watson served as independent advisor to the Compensation Committee .
Performance & Track Record Highlights
- 2024 incentive performance: corporate goal attainment 79% weighted by strong operational outcomes; financial metrics (Adjusted CASM ex-fuel and Adjusted Pre-Tax Margin) below threshold with Adjusted Pre-Tax Margin at ~1% per incentive framework .
- Pay versus performance: Company discloses TSR, net income (loss), and Adjusted Pre-Tax Margin trends tied to Compensation Actually Paid for the CEO and NEOs, underscoring linkages to shareholder and financial outcomes .
Risk Indicators & Red Flags
- Hedging prohibition in insider policy; reduces misalignment risk; no explicit pledging policy disclosed in proxy .
- Late Section 16 filings (administrative) for multiple insiders in early 2024 related to RSU vests/tax withholding; monitored by company .
- Related-party dynamics: Certain directors affiliated with Indigo Partners deemed non-independent; company pays Indigo a quarterly fee for management services, which is considered in independence determinations .
Investment Implications
- Alignment and incentives: High at-risk cash component (125% target bonus) with 30% weighting on operations and meaningful cash/net cash metrics creates tangible operating discipline; 2024 outcomes show willingness to pay below target when profitability metrics miss, supporting pay-for-performance integrity .
- Overhang and vesting cadence: Material unvested RSUs through 2027 and 2016 options expiring in 2026 create periodic vesting/exercise windows—potential technical supply around vest dates, with anti-hedging policy limiting aggressive monetization tactics; intrinsic option value exists at 12/31/2024 reference price .
- Retention and change-in-control: Robust double-trigger CIC protection (2× salary+bonus, full equity vesting) and non-compete terms reduce near-term departure risk but increase potential CIC costs; clear clawback in place reduces downside governance risk .
- Governance: Separation of Chair/CEO and Lead Independent Director mitigate dual-role governance risks; loss of controlled-company status in 2024 and committee independence enhance oversight continuity .