Howard Diamond
Executive Vice President, Legal and Corporate Affairs and Corporate Secretary at ULCC
Executive
About Howard M. Diamond
Howard M. Diamond, 58, serves as Executive Vice President, Legal and Corporate Affairs and Corporate Secretary of Frontier Group Holdings (ULCC). He became EVP in February 2024 after serving as Senior Vice President and General Counsel since 2014; he has been Corporate Secretary since July 2014, giving him ~11 years of executive tenure at Frontier as of April 2025 . He holds a B.A. from Wesleyan University and a J.D. from the University of Virginia School of Law . Company pay-versus-performance disclosures show cumulative TSR (from a $100 investment at IPO) of 72 (2021), 54 (2022), 29 (2023), and 38 (2024); net income (loss) of ($102M), ($37M), ($11M), and $85M; and Adjusted Pre-Tax Margin of (20)%, (1)%, 1%, and 1%, respectively—context for incentive alignment during his tenure in key legal roles .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Thales USA, Inc. | Vice President, General Counsel and Corporate Secretary | 2008–2014 | Senior legal leadership at diversified aerospace/defense/transport firm, prior to joining Frontier |
| BAE Systems Land & Armaments (f/k/a United Defense, LP) | Chief Counsel | 2003–2008 | Led legal for major defense platform business |
| Sherman & Howard | Litigation Associate | 1997–2001 | Commercial litigation experience |
| U.S. Army JAG Corps | Officer (Attorney) | 1994–1997 | Military legal service and leadership foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No outside public company directorships or committee roles disclosed |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base salary (year-end annual rate) | $440,000 | $485,000 |
| Salary actually paid (weighted) | $437,863 | $481,066 |
| Target bonus % (of base) | 70% (in place before Feb 1, 2024) | 75% (effective Feb 1, 2024) |
| Bonus target ($) | Not disclosed | $358,876 |
| Annual performance bonus paid (for FY) | $241,908 (FY2023 non‑equity incentive) | $290,600 (FY2024) |
| Other cash bonus (sign‑on/retention/discretionary) | $1,202,940 (FY2023 “Bonus”) | — |
Notes:
- 2024 bonus funding framework weighted 75% corporate goals/25% individual goals; Diamond’s individual achievement was set at 110% for 2024 .
Performance Compensation
| Metric (FY2024) | Weight | Threshold | Target | Stretch | Max | Actual | Payout attribution |
|---|---|---|---|---|---|---|---|
| Year-end Net Cash | 23.33% | $175M | $276M | $325M | $375M | $237M | 19% of total corporate credit (within metric) |
| Adjusted CASM ex‑fuel (SLA 1,000) | 23.33% | 6.27 | 6.21 | 6.18 | 6.15 | 6.42 (review basis with forecasted ASM adj.; 6.44 GAAP recon) | 0% credit (below threshold) |
| Adjusted Pre‑Tax Margin | 23.33% | 5.5% | 7.5% | 8.5% | 9.5% | 0.9% (1% at actual fuel) | 0% credit (below threshold) |
| Operational Objectives (4 items) | 30.00% | 1 of 4 | 2 of 4 | 3 of 4 | 4 of 4 | 4 of 4 achieved (94% aircraft availability; 86% controllable turns; 77% head start on‑time; DOT mishandled bag rank 4) | 60% of total corporate credit (within metric) |
| Corporate attainment (weighted) | — | — | — | — | — | — | 79% corporate achievement overall |
| Individual modifier | — | — | — | — | — | — | Diamond: 110% individual achievement |
| Resulting bonus (Diamond) | — | — | — | — | — | — | $290,600 (paid early 2025) |
Key design notes:
- Annual mix: 75% corporate/25% individual; payout caps at 200% per metric; below 50% threshold yields 0 credit .
- FY2024 financial performance headwinds muted CASM and margin metrics; operational execution drove majority of bonus funding .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/14/2025) | 167,405 shares; <1% of outstanding (based on 227,658,883 shares outstanding) |
| Hedging policy | Company prohibits hedging transactions by officers/directors (e.g., collars, swaps, prepaid forwards) |
| Pledging | No pledging by Diamond disclosed; no pledging language disclosed beyond hedging prohibition |
| Ownership guidelines (executives) | Not disclosed (director stock ownership guidelines only) |
| Deferred comp/SERP/pension | None for NEOs, including Diamond |
Outstanding equity awards (as of 12/31/2024):
| Vesting commencement date | Award type | Unvested shares | Vesting schedule | Market value at 12/31/2024 |
|---|---|---|---|---|
| 2/3/2022 | RSU | 12,348 | 3 equal annual installments beginning 2/3/2023 (remaining through 2/3/2025), subject to service | $87,794 (at $7.11/sh) |
| 2/8/2023 | RSU | 22,656 | 3 equal annual installments beginning 2/8/2024 (remaining through 2/8/2026) | $161,084 |
| 2/8/2023 | RSU | 17,773 | 3 annual installments beginning 2/8/2024; remaining tranches: 11,331 and 6,442 shares | $126,366 |
| 10/25/2023 | RSU | 125,868 | 3 equal annual installments beginning 10/25/2024 (remaining through 10/25/2026) | $894,921 |
| 2/1/2024 | RSU (promotion grant) | 136,535 | One‑third on each of 2/1/2025, 2/1/2026, 2/1/2027, subject to service | $970,764 |
Vesting calendar and potential selling pressure (time-based RSUs):
- 2/3/2025: final tranche from 2/3/2022 RSUs (12,348 sh) .
- 2/8/2025 and 2/8/2026: remaining tranches of 2/8/2023 RSUs (11,331 sh then 6,442 sh) .
- 10/25/2025 and 10/25/2026: remaining tranches of 10/25/2023 RSUs (equal annual installments) .
- 2/1/2025, 2/1/2026, 2/1/2027: one‑third installments of the 2/1/2024 136,535‑share grant .
Section 16/insider activity:
- Company reports Diamond filed a late Form 4 on Feb 7, 2024 to report RSU vesting/tax withholding (and the Feb 1, 2024 grant); disclosure cites withholding for taxes, not open‑market sales .
Perquisites:
- UATP personal flight benefit: $8,250 travel bank for Diamond in 2024; lifetime/post‑employment flight benefits scale with years of service (≥10 years → lifetime at officer level) .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment | At will (offer letter, Feb 2024 promotion to EVP) |
| Non‑compete / Non‑solicit | 12 months post‑employment; 24 months if terminated without Cause or duties substantially diminished and resignation within 12 months following a Change in Control |
| Severance (no CIC) | Lump sum 1× (base salary + target bonus) and one year of UATP flight benefits; release and restrictive covenant compliance required |
| Severance (CIC, double‑trigger) | Lump sum 2× (base salary + target bonus), two years of UATP flight benefits, and 100% acceleration of outstanding equity; release and restrictive covenant compliance required |
| Clawback policy | SEC/Nasdaq‑compliant policy applies to executive officers for restatements; effective for compensation received on/after Oct 2, 2023 |
| Hedging | Prohibited for officers/directors (no prepaid forwards, swaps, collars, exchange funds) |
Definitions (summary):
- “Good Reason” (offer letter): material pay cut (not broadly applied), material diminution of duties (excluding post‑CIC parent–subsidiary structure), or failure of successor to assume obligations; notice/cure periods apply .
Compensation Committee and Peer Benchmarking
- Committee and advisor: Willis Towers Watson engaged; found 2024 NEO target pay around the 50th percentile; process includes CEO recommendations for other NEOs and committee discretion .
- Peer group: Alaska Air, Hawaiian, JetBlue, Spirit, Allegiant, SkyWest .
- Design intent: significant variable pay; evolving programs; alignment with long‑term equity and operational/financial goals .
Pay Versus Performance Context (Company-level)
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cumulative TSR (value of $100) | 72 | 54 | 29 | 38 |
| Peer group TSR (NYSE Arca Airline Index) | 76 | 49 | 63 | 63 |
| Net Income (Loss), $MM | (102) | (37) | (11) | 85 |
| Adjusted Pre‑Tax Margin | (20)% | (1)% | 1% | 1% |
Investment Implications
- Incentive alignment: Cash bonus design ties 75% to corporate metrics and 25% to individual performance; FY2024 payouts reflected strong operating execution despite missing CASM and margin targets, signaling a balanced but operationally supportive plan .
- Retention and supply overhang: Multiple time‑based RSU schedules through 2027 and double‑trigger CIC equity acceleration limit immediate turnover risk; upcoming vest dates (e.g., 2/1, 2/8, 10/25 cycles) may create periodic selling windows, though recent Form 4s reflect tax withholding rather than discretionary sales .
- Downside protections: Severance of 1× (no CIC) and 2× (CIC) salary+target bonus plus flight benefits and full equity acceleration under double‑trigger CIC are meaningful; combined with anti‑hedging and a restatement clawback, governance controls are in place though payouts under CIC are sizable .
- Skin in the game: Diamond beneficially owns 167,405 shares (<1%); substantial unvested RSUs indicate ongoing alignment but limited outright ownership scale versus total outstanding .
Overall, Diamond’s package emphasizes operational execution and long‑term equity retention with standard airline CIC protections; investors should monitor vesting calendars and any future shifts in performance metric stringency (especially margin/CASM thresholds) relative to industry conditions .