Mark Mitchell
Senior Vice President and Chief Financial Officer at ULCC
Executive
About Mark Mitchell
Mark C. Mitchell is Senior Vice President and Chief Financial Officer of Frontier Group Holdings, Inc. (ULCC), serving as CFO since October 16, 2023; he is 51 years old and holds a B.S. in Accounting (Indiana University), an MBA (University of Florida), and a Ph.D. in Business Administration (Oklahoma State University) . In 2024, Frontier generated $3,775 million of revenue with adjusted pre-tax margin of 1% and GAAP pre-tax income of $86 million, framing the pay-for-performance context used by the compensation committee .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Frontier Group Holdings (Frontier Airlines) | Vice President, Finance & Investor Relations | 2021–2023 | Led investor relations and finance bridge to CFO role . |
| Frontier Group Holdings (Frontier Airlines) | Chief Accounting Officer | 2015–2022 | Corporate controllership and accounting leadership . |
| Starwood Hotels & Resorts Worldwide, Inc. | Vice President, Accounting; Controller, Starwood Vacation Ownership | 2007–2015 | Accounting leadership and timeshare brand controllership . |
| Equitable Resources, Inc.; HD Supply, Inc. | Various controllership capacities | 2002–2006 | Corporate controllership roles . |
| Deloitte LLP | Audit roles culminating in Audit Manager | 1995–2002 | Assurance and audit management . |
External Roles
No public company directorships or external board roles disclosed for Mitchell .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual base salary ($) | $398,986 | $473,213 |
| Target bonus (%) of base | 70% | 70% |
| Target bonus ($) | $741,989 | $331,249 |
| Actual annual performance bonus paid ($) | $172,733 | $261,687 |
Performance Compensation
| Metric | Weighting | Threshold | Target | Stretch | Max | 2024 Actual | Payout contribution |
|---|---|---|---|---|---|---|---|
| Year-end Net Cash ($M) | 23.33% | 175 | 276 | 325 | 375 | 237 | 19% |
| Adjusted CASM ex-fuel (SLA 1,000) (¢) | 23.33% | 6.27 | 6.21 | 6.18 | 6.15 | 6.42 (goal-basis) | — (no payout) |
| Full-Year Adjusted Pre-Tax Margin (%) | 23.33% | 5.5 | 7.5 | 8.5 | 9.5 | 0.9 (goal-basis) | — (no payout) |
| Operational Objectives (4 KPIs) | 30% | 1 of 4 | 2 of 4 | 3 of 4 | 4 of 4 | 4 of 4 achieved | 60% |
| Corporate attainment total | — | — | — | — | — | — | 79% |
Notes:
- Individual performance factor was 25% of bonus; for Mitchell, individual achievement was 100% for 2024 .
- 2024 bonus formula: Corporate 75% × 79% attainment + Individual 25% × 79% × 100% = $261,687 paid to Mitchell .
RSUs and equity awards:
- Promotion RSU grant approved October 2023 with grant-date fair value $500,000; vesting one-third annually on each anniversary of promotion date, subject to continued employment .
- Outstanding unvested RSUs (12/31/2024): 4,069 (grant 2/3/2022) ; 7,314 (grant 2/8/2023) ; 6,177 (grant 2/8/2023, differing vest schedule) ; 86,806 (grant 10/16/2023) ; 104,167 (grant 10/25/2023) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 112,086 shares of common stock . |
| Shares outstanding | 227,658,883 (as of March 14, 2025) . |
| Ownership as % of outstanding | ~0.049% (112,086 / 227,658,883) . |
| Options – exercisable | 158,803 options at $1.36 strike, expiring 9/18/2025 . |
| Options – in-the-money value (12/31/2024) | ~$913,120 = 158,803 × ($7.11 − $1.36) using 12/31/2024 close price $7.11 and option terms . |
| RSUs – unvested balances | 4,069; 7,314; 6,177; 86,806; 104,167 (see grant/vest schedules below) . |
| Vesting schedules | RSUs generally vest in three equal annual tranches starting first anniversary of vesting commencement date; 10/16/2023 and 10/25/2023 grants follow three-tranche annual vesting . |
| Hedging/Pledging policies | Anti-hedging policy prohibits hedging instruments (e.g., collars, swaps); pledging policy not separately disclosed . |
| Ownership guidelines | Director stock ownership guidelines disclosed; no executive ownership guideline disclosed for CFO . |
Employment Terms
| Provision | Base case | Change-in-control case |
|---|---|---|
| Agreement type | Offer letter (Oct 2023) . | Change in control policy (Feb 3, 2022) applies to executives . |
| Severance cash | 1× base salary + 1× target bonus . | 2× base salary + 2× target bonus . |
| Equity vesting | No acceleration outside CoC . | 100% acceleration of outstanding equity awards upon termination without Cause or resignation for Good Reason within 12 months post-CoC (subject to plan terms) . |
| Flight benefits (UATP) | Continued for 1 year . | Continued for 2 years . |
| COBRA health coverage | Not eligible for company-paid COBRA (per NEO table) . | Not eligible for company-paid COBRA (per NEO table) . |
| Restrictive covenants | Non-compete and non-solicit during employment and for 12 months thereafter (24 months if terminated without Cause or duties substantially diminished and resignation within 12 months post-CoC) . | |
| Good Reason definition | Material diminution in base salary or responsibilities (with specific carve-outs), or failure of successor to assume obligations; includes cure periods and timing . | |
| Clawback policy | Company must recover erroneously awarded incentive compensation upon accounting restatement (effective Oct 2, 2023) . | |
| Tax gross-ups | No tax gross-up benefits disclosed; 280G excise tax noted for general policy considerations . |
Potential payments (illustrative, as of 12/31/2024):
- Termination without Cause: $813,499 total (1× salary + 1× target bonus + UATP value) for Mitchell .
- Termination without Cause/Good Reason in connection with CoC: $3,109,668 total, including accelerated equity vesting value $1,482,670 and UATP value .
Compensation Peer Group (Benchmarking)
Peer airlines used by Willis Towers Watson for NEO benchmarking: Alaska Air Group, Hawaiian Holdings, JetBlue Airways, Spirit Airlines, Allegiant Travel, SkyWest . Target pay positioning around market median (50th percentile), with airline peers weighted 75% and general industry 25% in analysis .
Investment Implications
- Pay-for-performance alignment: 2024 corporate attainment was 79%, driven entirely by operational KPI outperformance; financial metrics (adjusted pre-tax margin, adjusted CASM ex-fuel) did not pay, capping cash bonus outcomes and signaling discipline against profit/cost targets .
- Retention and selling pressure: Material unvested RSUs from late-2023 grants vest annually through 2026–2027, and legacy options expiring 2025 are deeply in-the-money; monitor potential 10b5-1 plan activity and vest-to-sell dynamics around anniversaries (dates/amounts per outstanding awards) .
- Change-of-control economics: Double-trigger severance at 2× cash plus full acceleration of equity supports retention but increases CoC payout leverage; absence of tax gross-ups mitigates shareholder-unfriendly optics .
- Ownership alignment: Direct beneficial ownership is ~0.049% with anti-hedging policy; no pledging disclosures noted, and no executive ownership guideline disclosed, suggesting alignment relies primarily on RSU/option exposure rather than ownership thresholds .
Data gaps: Recent Form 4 trading activity and current insider holdings beyond proxy tables were not retrieved here; consider reviewing Section 16 filings to assess near-term selling pressure and 10b5-1 plans. Stock TSR during Mitchell’s tenure is not specified in company documents; use market-data skill to compute price-to-date TSR for tenure benchmarking.