James Dempsey
Frontier Group HoldingsAbout James Dempsey
James G. Dempsey (age 50) is President of Frontier Group Holdings (ULCC) since October 2023; he previously served as CFO (2014–2019) and EVP & CFO (2019–2023). Prior roles include Treasurer and Head of IR at Ryanair (2003–2014) and management roles at PwC (2000–2003). He holds a Bachelor of Commerce from University College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland . ULCC’s 2024 bonus plan assessed performance on Net Cash, Adjusted CASM ex-fuel (SLA 1,000 miles), Adjusted Pre-Tax Margin, and four operational objectives; corporate attainment was 79%, with 4/4 ops targets achieved, and Adjusted Pre-Tax Margin at 0.9% (fuel-normalized method per plan) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Frontier Group Holdings | EVP & CFO | 2019–2023 | Led finance during IPO and fleet expansion; instrumental in equity awards and performance plans . |
| Frontier Group Holdings | CFO | 2014–2019 | Established investor relations and financing framework; option and RSU programs . |
| Ryanair Holdings | Treasurer | 2006–2014 | Capital markets/treasury leadership for low-cost carrier . |
| Ryanair Holdings | Head of Investor Relations | 2003–2006 | Investor communications and capital markets access . |
| PwC | Management roles | 2000–2003 | Audit/finance foundation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University College Dublin; Institute of Chartered Accountants in Ireland | Education / Fellow | N/A | Technical accounting credentials underpin finance leadership . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $625,000 (effective Oct 16, 2023) | $638,000 (year-end) |
| Target Bonus % of Salary | 100% (raised from 92% on Oct 16, 2023) | 100% |
| Actual Annual Performance Bonus Paid | $421,435 (paid early 2024 for FY 2023) | $503,122 (paid early 2025 for FY 2024) |
Performance Compensation
| Metric (FY 2024 Mgt Bonus Plan) | Weighting | Target | Actual | Payout/Attainment |
|---|---|---|---|---|
| Year-end Net Cash ($) | 23.33% | $276M | $237M | 19% (weighted contribution) |
| Adjusted CASM ex-fuel (SLA 1,000 miles) | 23.33% | 6.21 | 6.42 (6.44 unadjusted) | No payout for this component |
| Adjusted Pre-Tax Margin | 23.33% | 7.5% (fuel $2.74/gal assumption) | 0.9% (1% actual with realized fuel $2.73/gal) | No payout for this component |
| Operational Objectives (4) | 30% | Achieve 4 of 4 | Achieved 4 of 4 (94% aircraft availability; 86% turn performance; 77% head start on-time; DOT bag rank 4) | 60% (weighted contribution) |
| Corporate Attainment | — | — | — | 79% aggregate |
| Individual Modifier (Dempsey) | — | — | — | 100% of individual component |
| Resulting Bonus (Dempsey) | — | Target $636,863 | — | Paid $503,122 |
Equity Awards and Vesting
| Grant/Instrument | Grant Date | Amount | Vesting Schedule | Status at 12/31/2024 |
|---|---|---|---|---|
| RSUs (annual LTI) | Feb 8, 2023 | 72,450 | 1/3 each Feb 8, 2024–2026 | Unvested balance 58,824 units |
| RSUs (incremental 2023) | Apr 2, 2023 | 15,785 | 1/3 each Feb 8, 2024–2026 | Included in unvested balances |
| RSUs (Promotion + 2024 LTI brought forward) | Oct 16, 2023 (promo) & Oct 25, 2023 (LTI) | 195,313 (promo) + 468,750 (LTI) | Promo: 1/3 each Oct 16, 2025–2027; LTI: 1/3 each Oct 25, 2024–2026 | Unvested: 130,209 (promo) and 312,500 (LTI) |
| Stock Options (exercisable) | Dec 9, 2019 | 266,000 @ $10.55 strike; expire 12/9/2029 | Fully exercisable | OTM at $7.11 closing on 12/31/2024 |
Notes:
- Market value references in outstanding awards table use $7.11 closing price on 12/31/2024 . With $10.55 strike, options were out-of-the-money at year-end 2024, reducing near-term exercise/selling pressure .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 438,105 shares, including 266,000 option shares exercisable within 60 days (beneficial for % calc) |
| Shares Outstanding Base | 227,658,883 shares outstanding as of 3/14/2025 |
| Ownership % | Less than 1% (beneficial ownership table indicates “*”) |
| Vested vs Unvested | See unvested RSU balances above; options fully exercisable |
| Hedging/Pledging | Hedging transactions prohibited by Insider Trading Compliance Policy; no pledging disclosure identified . |
| Stock Ownership Guidelines | Director guidelines disclosed ($350,000 threshold); executive officer guidelines not disclosed . |
| Section 16 Reporting | Late Form 4 filed Feb 7, 2024 to report RSU vesting/withholding; administrative delay (no disagreement noted) . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Original CFO agreement (2014; amended and restated 2017; amended Oct 2023 on promotion to President) . |
| Term/Renewal | One-year auto-renewal unless non-extension notice ≥120 days before term expiration . |
| Non-Compete/Non-Solicit | During employment and 12 months post-termination . |
| Severance (no CIC) | Lump sum 1x base salary + 1x target bonus; 12 months health (COBRA) premiums; 1-year flight benefits; pro-rated bonus based on actual performance (timing as for continuing execs) . |
| Severance (Double-Trigger CIC within 12 months) | Lump sum 2x base salary + 2x target bonus; 24 months health premiums; 2-year flight benefits; 100% equity acceleration; pro-rated bonus based on actual performance . |
| Definitions | Cause includes willful misconduct, gross negligence, fiduciary breach, etc.; Constructive Termination defined with cure/notice periods and scope changes; CIC thresholds >40% voting/control or sale/merger tests with carve-outs . |
| Clawback | Policy for recovery of erroneously awarded incentive compensation upon accounting restatement; effective 10/2/2023; administered by Compensation Committee . |
| Perquisites | UATP flight benefits ($8,250 travel bank for officers in 2024) and typical officer benefits; relocation benefits not applicable to Dempsey in 2024 . |
| Deferred Comp/Pension | None; no nonqualified deferred compensation or defined benefit participation . |
Compensation Structure Analysis
- Cash vs Equity Mix: 2023 included significant RSU grants (promotion + LTI) to retain/incentivize executives, with 2024 LTI pulled into late 2023; suggests emphasis on equity alignment over pure cash increases .
- Performance Metric Rigor: 2024 financial components (CASM ex-fuel and Adjusted Pre-Tax Margin) did not pay; payout driven by operational targets and net cash, indicating plan sensitivity to cost/profit and operations .
- Peer Benchmarking: Compensation peer group comprises mid-cap U.S. airlines (ALK, HA, JBLU, SAVE, ALGT, SKYW); target positioning around market median (50th percentile) per Willis Towers Watson analysis .
- Governance Features: Clawback policy in place; anti-hedging policy prohibits hedging; no tax gross-up commitments disclosed; severance is standard airline multiple structure with double-trigger CIC equity acceleration .
Risk Indicators & Red Flags
- Insider Trading Policy: Hedging prohibited; no explicit anti-pledging policy disclosure (monitor for future pledging updates) .
- Late Section 16 Filings: Administrative late filings reported for Feb 7–8, 2024 for multiple officers including Dempsey; relates to RSU vesting/tax withholding, not open-market selling .
- Options OTM at YE 2024: $10.55 strike vs $7.11 close reduces immediate exercise risk and selling pressure .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay proposals were presented in 2024 and 2025; approval percentages not disclosed in these proxies. The Board recommends “FOR” on NEO compensation; plan design details are provided in CD&A .
Investment Implications
- Alignment: Significant time-based RSUs with multi-year vesting and standard double-trigger CIC acceleration align Dempsey’s incentives with long-term value creation; options were OTM at YE 2024, limiting near-term selling pressure .
- Performance Sensitivity: 2024 bonus outcomes show operational excellence (4/4 targets) offset by margin/CASM headwinds; incentive design penalized underperformance in financial metrics, reinforcing pay-for-performance .
- Retention: Promotion-related RSUs and brought-forward 2024 LTI (Oct 2023 grants) materially enhance retention through staggered vesting (Oct 2024–2027); severance and CIC protections standard but not excessive (1x/2x) .
- Governance: Clawback and anti-hedging policies are investor-friendly; absence of disclosed executive ownership guidelines and pledging prohibitions is a monitoring item, though director guidelines exist .
