Brian Franke
Director at ULCC
Board
About Brian H. Franke
Independent director designation is inaccurate—Brian H. Franke is not independent due to his affiliation with Indigo Partners; he serves as Chair of ULCC’s Finance Committee and is a member of the Safety & Security Committee . Age 61, director since December 2013, principal at Indigo Partners since April 2004; education includes a B.S. from the University of Arizona and a Masters of International Management from Thunderbird School of Global Management . He holds extensive airline board experience (Volaris chair, JetSMART group, APiJET, Cebu Air) and University of Arizona Foundation roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indigo Partners LLC | Principal | Apr 2004–present | Private equity leadership in air transportation |
| Lynx Air Holdings Corp. | Director | May 2023–Dec 2023 | Board service during brief period |
| Tiger Aviation Pte. Ltd. | Director | 2008–2010 | Airline board oversight |
| Tiger Airways Australia Pty Ltd. | Director | 2009–2010 | Airline board oversight |
| University of Arizona Foundation | Board member; investment & executive committees | Ongoing | Investment and governance committee participation |
External Roles
| Organization | Role | Tenure | Status |
|---|---|---|---|
| Volaris (Concesionaria Vuela Compañía de Aviación, S.A.B. de C.V.) | Director since 2010; Board Chair since Apr 2020 | Jul 2010–present (Chair since Apr 2020) | Active; chair role |
| JetSMART SpA group | Director | Since Mar 2017 | Active |
| APiJET, LLC | Director | Since Nov 2020 | Active |
| Cebu Air, Inc. | Director | Since Jul 2021 | Active |
Board Governance
| Attribute | Detail |
|---|---|
| ULCC Board Class/Term | Class III; term expires at 2027 annual meeting |
| Independence | Not independent (Indigo Partners affiliation and management services) |
| Committee Assignments | Finance Committee—Chair; Safety & Security Committee—Member |
| Committee Meeting Counts (2024) | Finance: 5; Safety & Security: 3 |
| Board Attendance | Board met 6 times in 2024; each director attended ≥75% of aggregate board/committee meetings; 10 directors attended the 2024 annual meeting |
| Lead Independent Director | Robert J. Genise |
| Executive Sessions | Independent directors meet regularly in executive session |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Fees (2024) | $140,000 | Reported 2024 cash fees paid to Brian H. Franke |
| Equity—RSUs (Grant-date Fair Value, 2024) | $140,000 | Standard annual RSU program for non-employee directors |
| RSU Grant (2024) | 24,955 RSUs | Granted May 25, 2024; vests in full on May 15, 2025 (subject to service) |
| Travel Benefits (UATP) | $5,500 annual travel bank (typical for non-employee directors) | Standard benefit; chair of the Board receives higher amount; perquisites under $10k not itemized |
| Standard Director Fee Policy | $100,000 cash retainer; $140,000 annual RSU; committee chair fees $20,000 (Audit chair $25,000) | Applies company-wide to non-employee directors |
Performance Compensation
- ULCC does not disclose any performance-linked metrics for director compensation; RSUs are time-based vesting (no TSR/financial metric linkage) . | Performance Metric | Description | Weighting/Targets | Status | |---|---|---|---| | None disclosed | Director compensation not tied to explicit performance metrics | N/A | N/A |
Other Directorships & Interlocks
| Relationship | Detail | Potential Governance Consideration |
|---|---|---|
| ULCC–Volaris codeshare | ULCC entered a codeshare in Jan 2018; Brian H. Franke (ULCC director) is chair of Volaris; Andrew S. Broderick (ULCC director) also on Volaris board; W.A. Franke is honorary director | Related-party proximity; Audit Committee oversight required; automatic renewals and termination provisions exist |
| Indigo Partners services | Professional Services Agreement (Dec 2013): Indigo provides consulting; ULCC pays $375,000 per quarter; ~$2 million incurred in 2024; ULCC pays fees of Indigo-affiliated directors; indemnification for Indigo | Ongoing related-party services; material fees and indemnities; engagement continues until Indigo affiliates own <10% of the 197.6M shares acquired Dec 2013 |
| Registration rights | Registration Rights Agreement for Indigo Frontier share recipients; multiple S-1/S-3 rights; piggyback rights; ULCC pays registration expenses | Ongoing shareholder accommodation; potential overhang/liquidity dynamics |
| Corporate opportunities renunciation | Charter renounces claims on opportunities pursued by Indigo-affiliated directors; permits participation in competitive businesses; indemnification against fiduciary claims | Reduced duty to offer corporate opportunities; increases conflict risk tolerance by design |
| DGCL §203 carve-out | ULCC excluded from DGCL §203 until Indigo Frontier/affiliates own <15% voting power | Anti-takeover regime adjusted around Indigo ownership thresholds |
Expertise & Qualifications
- Airline-focused private equity principal; board chair and director roles across international LCCs (Volaris, JetSMART, Cebu Air) .
- Finance and investment committee experience (University of Arizona Foundation) .
- Education: B.S. (University of Arizona); Masters of International Management (Thunderbird) .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (Mar 14, 2025) | 5,714,173 shares; ~3% of ULCC outstanding |
| RSUs held as of Dec 31, 2024 | Non-employee directors typically held 24,955 RSUs (vest May 15, 2025) |
| Hedging policy | ULCC prohibits hedging transactions for directors |
| Pledging | Not disclosed (no pledging disclosure noted) |
Insider Trades (Form 4)
| Transaction Date | Type | Securities Transacted | Security | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-05-15 | Award (A) | 34,230 | RSUs | 34,230 | |
| 2025-05-15 | Exempt conversion (M) | 24,955 | Common | 4,495,115 | |
| 2025-05-15 | RSU disposition (M) | 24,955 | RSUs | 0 | |
| 2024-05-23 | Award (A) | 24,955 | RSUs | 24,955 | |
| 2024-05-23 | Exempt conversion (M) | 17,722 | Common | 4,470,160 | |
| 2024-05-23 | RSU disposition (M) | 17,722 | RSUs | 0 | |
| 2023-05-25 | Award (A) | 17,722 | RSUs | 17,722 | |
| 2023-05-25 | Exempt conversion (M) | 14,574 | Common | 21,666 | |
| 2023-05-25 | RSU disposition (M) | 14,574 | RSUs | 0 |
Governance Assessment
- Strengths:
- Deep airline sector expertise; chairs ULCC Finance Committee; active on Safety & Security Committee, supporting oversight of financial planning and safety programs .
- Significant personal equity alignment via 5.7M ULCC shares (~3%), plus recurring RSU grants, aligning incentives with long-term performance .
- Concerns/RED FLAGS:
- Not independent; family relationship with Chair William A. Franke; multiple Indigo-affiliated directors on ULCC board; ULCC pays Indigo $375k per quarter for services (~$2M in 2024) and director fees for Indigo affiliates .
- Corporate opportunities renunciation permits Indigo-affiliated directors to pursue competitive opportunities without duty to offer to ULCC; increases conflict tolerance by design .
- Codeshare with Volaris where Brian H. Franke serves as chair; related-party proximity requiring robust Audit Committee oversight of terms and renewals .
- DGCL §203 carve-out tied to Indigo ownership; anti-takeover protections shift once Indigo’s stake declines—investor protection dynamics depend on ownership thresholds .
- Independence optics and interlocks may affect investor confidence despite disclosed policies and committee oversight .
Overall, Brian H. Franke brings substantial airline finance and operations oversight but presents elevated related-party and independence risks due to Indigo affiliations and Volaris interlocks; continued transparent Audit Committee review and clear disclosure around transactions and board processes are essential to maintain investor confidence .