Bernard Han
About Bernard L. Han
Bernard L. Han (age 61) has served as an independent Class II director of Frontier Group Holdings, Inc. (ULCC) since March 2014, and his current term runs through the 2026 annual meeting. Han is Chair of the Audit Committee (designated “audit committee financial expert”) and serves on the Finance Committee; he holds a B.S., M.S., and M.B.A. from Cornell University and brings deep airline, finance, and operations experience from prior senior roles at Frontier Communications, Dish Network, EchoStar, Northwest Airlines, and America West Airlines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frontier Communications Corporation | President & CEO; Director | Dec 2019 – Apr 2021 (Chapter 11 filed Apr 2020) | Led restructuring during Chapter 11; telecom operator context |
| Dish Network Corp. | EVP Strategic Planning | Dec 2015 – Jan 2018 | Corporate strategy oversight |
| Dish Network Corp. | Chief Operating Officer | Apr 2009 – Dec 2015 | Operations leadership at satellite TV provider |
| EchoStar Corporation | Chief Financial Officer | Sep 2006 – Apr 2009 | Financial leadership at global satellite services provider |
| Northwest Airlines Corp. | CFO & EVP | 2002 – 2005 | Airline finance leadership (later absorbed into Delta) |
| America West Airlines, Inc. | EVP & CFO; SVP Marketing & Planning | 1996 – 2002 | Airline finance and commercial planning (later absorbed into American) |
| Northwest Airlines Corp. and American Airlines | Various finance and marketing roles | 1988 – 1995 | Early career finance/marketing roles in airlines |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| gategroup Holding AG | Director | Since Jun 2021 | Airline catering/retail services provider |
| ON Semiconductor Corporation | Director | Mar 2012 – Apr 2015 | Semiconductor manufacturer board experience |
Board Governance
- Independence: Board determined Han is independent under Nasdaq Rules; no relationships deemed to impair independent judgment .
- Classification: Class II director; term expires at 2026 annual meeting .
- Attendance: Board met six times in FY2024; each director attended at least 75% of Board and applicable committee meetings; ten directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive session .
| Committee | Role | Members | FY2024 Meetings |
|---|---|---|---|
| Audit Committee | Chair | Connor; Genise; Han; Pineda | 6 |
| Finance Committee | Member | Broderick; Connor; B. Franke; Han (Chair: B. Franke) | 5 |
| Compensation Committee | Not a member | Connor; Wolff; Kumpf; Lipson (Chair: Wolff) | 5 |
| Nominating & Corporate Governance | Not a member | Wolff; Kumpf (Chair); Lipson; Pineda | 4 |
| Safety & Security | Not a member | Genise (Chair); Broderick; B. Franke; Wolff | 3 |
Additional governance context:
- ULCC lost controlled-company status in 2024; 2025 proxy included charter amendments reflecting this change .
- Audit Committee reviews related-party transactions and conflicts of interest per policy; chair can preliminarily approve urgent related-party transactions subject to committee ratification .
Fixed Compensation
- Non-employee director program: $100,000 annual cash retainer; $140,000 grant-date fair value RSUs vesting on the earlier of one year or immediately prior to next annual meeting; $25,000 additional cash fee for Audit Committee Chair; $20,000 for other committee chairs; flight benefits (UATP) $5,500 per director in FY2024; Chair of Board $13,750 .
| Year | Cash Fees ($) | Notes | Equity ($) | Notes | Total ($) |
|---|---|---|---|---|---|
| 2023 | 121,014 | Base retainer + Audit Chair fee; program increased to $100k/$140k effective May 2023 | 140,000 | RSUs (grant-date fair value) | 261,014 |
| 2024 | 125,000 | Base retainer ($100k) + Audit Chair ($25k) | 140,000 | RSUs (grant-date fair value) | 265,000 |
Perquisites:
- Flight benefits via UATP card $5,500 per director in FY2024 (same in FY2023), lifetime eligibility after ≥5 years of service; reimbursement of reasonable meeting expenses .
Performance Compensation
Directors receive time-based RSUs (no disclosed performance metrics).
| Year | RSUs Granted (#) | Grant Date | Grant-Date Fair Value ($) | Vesting | Vest Type |
|---|---|---|---|---|---|
| 2023 | 17,722 | May 25, 2023 | 140,000 | May 23, 2024 (subject to service) | Time-based |
| 2024 | 24,955 | May 25, 2024 | 140,000 | May 15, 2025 (subject to service) | Time-based |
Performance metrics: None disclosed for director equity grants; RSUs are service-vesting only .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| gategroup Holding AG | Han is a director since Jun 2021 | Frontier’s proxy does not disclose any related-party transactions with gategroup; Audit Committee pre-screens related parties . |
| ON Semiconductor | Former director (2012–2015) | No ULCC-related transactions disclosed . |
| Volaris codeshare | ULCC has codeshare with Volaris; other ULCC directors (Broderick, B. Franke) sit on Volaris board | Codeshare disclosed; subject to automatic renewals; not identified as a related-party transaction for Han . |
Compensation Committee consultant independence: Willis Towers Watson engaged; committee affirmed no conflicts of interest .
Expertise & Qualifications
- Audit committee financial expert; capable of reading and understanding fundamental consolidated financial statements .
- Deep airline finance and operations leadership (Northwest, America West), satellite/telecom CFO/COO experience (EchoStar, Dish), and CEO experience (Frontier Communications) .
- Advanced academic credentials: B.S., M.S., MBA from Cornell University .
Equity Ownership
| As-of Date | Beneficial Common Shares | Percent of Outstanding | RSUs Outstanding | Notes |
|---|---|---|---|---|
| Mar 14, 2025 | 389,672 | <1% (per proxy) | — | Beneficial ownership excludes unvested RSUs unless vesting within 60 days; none disclosed for Han |
| Dec 31, 2024 | — | — | 24,955 | Annual RSU grant outstanding and unvested; vests May 15, 2025 |
Director stock ownership guidelines: Required to own $350,000 of ULCC stock by the later of April 1, 2026 or five years from election; RSUs count; options excluded; individual compliance status not disclosed .
Shares pledged/hedged: No pledging or hedging disclosures for Han in the proxy; related-party and conflicts overseen by Audit Committee .
Governance Assessment
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Strengths:
- Independence affirmed; no relationships impairing judgment .
- Audit Committee leadership with “financial expert” designation; committee met six times in 2024, indicating active oversight, including cybersecurity, ethics hotline, and related-party transaction approvals .
- Pay structure aligns with typical airline director practices; significant equity component via RSUs and clear ownership guidelines .
-
Alignment:
- Beneficial ownership of 389,672 shares (<1%) plus outstanding RSUs supports some alignment; explicit stock ownership guideline ($350k) adds discipline, though individual compliance status is not disclosed .
-
Potential conflicts and monitoring:
- External directorship at gategroup (airline catering) could pose vendor overlap in principle; ULCC did not disclose any related-party transaction with gategroup, and Audit Committee (chaired by Han) oversees and pre-approves related-party transactions under a formal policy .
- ULCC codeshare with Volaris involves other directors (not Han) and is disclosed; ongoing oversight mitigated via committee structure .
-
RED FLAGS:
- Frontier Communications’ Chapter 11 filing occurred during Han’s tenure as CEO (Apr 2020); while sector-specific, investors may view this as a track-record consideration and warrant continued monitoring of risk oversight rigor .
- No disclosed attendance shortfalls (≥75% threshold met for all directors), minimizing governance concerns on engagement .
Overall, Han’s audit chair role and airline finance pedigree enhance board effectiveness, with appropriate independence and committee activity; watch for any future vendor relationships tied to gategroup and continued transparency on director stock ownership guideline compliance .