Nancy Lipson
Director at ULCC
Board
About Nancy L. Lipson
Independent Class I director of Frontier Group Holdings (ULCC) since 2024; age 55. Former Executive Vice President and Chief Legal Officer at Newmont Corporation (2019–2023); prior trustee of the Legal Aid Foundation of Colorado (2017–2023). Education: B.A. in Political Science (Colorado College) and J.D. (University of California College of Law, San Francisco). Serves on ULCC’s Compensation Committee and Nominating & Corporate Governance Committee; board determined her to be independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newmont Corporation | EVP & Chief Legal Officer | Jun 2019 – Jun 2023 | Corporate matters including sustainability, strategy, litigation |
| Legal Aid Foundation of Colorado | Board of Trustees | Oct 2017 – Jun 2023 | Trustee; community legal services oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ULCC (Frontier Group Holdings) | Director | Jul 2024 – present | Compensation Committee member; Nominating & Corporate Governance Committee member |
| — | — | — | No other current public company directorships disclosed in ULCC proxy |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee; not on Audit or Finance; not a chair .
- Independence: Board annually reviewed and determined Lipson qualifies as independent under Nasdaq rules; no relationships deemed to impair judgment .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Independent directors meet regularly in executive session .
- Compensation Committee interlocks: None; all members are independent, non‑employees; Willis Towers Watson engaged as compensation consultant .
Fixed Compensation
ULCC non‑employee director pay structure:
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid in cash |
| Annual RSU grant (fair value) | $140,000 | Vests on earlier of 1st anniversary or immediately prior to next annual meeting (service‑based) |
| Chair fees (Audit) | $25,000 | Additional cash fee |
| Chair fees (Comp/Finance/NCG/Safety) | $20,000 | Additional cash fee for each relevant chair |
| Travel benefits (UATP) | $5,500 | Annual personal flight bank; Chair of Board receives $13,750 |
Nancy Lipson – 2024 compensation and equity grant detail:
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $50,000 |
| Stock Awards ($) | $125,422 |
| Total ($) | $175,422 |
| RSUs Granted (#) | 26,294 (in Jul 2024, pro‑rated; vest in full May 15, 2025, subject to service) |
| RSUs Held at 12/31/2024 (#) | 26,294 |
| Travel Benefit (UATP) | $5,500 (standard program for non‑employee directors) |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director compensation | None disclosed; ULCC director equity awards are service‑based RSUs with time‑vesting; no performance‑metric linkage stated |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| — | Public company | — | No other public company boards disclosed for Lipson in ULCC proxy; interlocks not indicated |
| ULCC governance environment | Related party | Indigo Partners management services | Company pays Indigo Partners a $375,000 quarterly fee for consulting; several directors affiliated with Indigo; Audit Committee reviews related‑party transactions. Lipson herself is independent and not affiliated with Indigo . |
Expertise & Qualifications
- Legal and governance: Former CLO with experience in sustainability, strategy, and litigation .
- Education: BA Political Science; JD (UC Law SF) .
- Board skills: Corporate governance and ESG oversight via Nominating & Corporate Governance Committee responsibilities .
Equity Ownership
Beneficial ownership snapshot (proxy record date March 14, 2025):
| Item | As of Mar 14, 2025 |
|---|---|
| Common shares beneficially owned | — (less than 1% of outstanding) |
| Ownership % of shares outstanding | <1% |
Director stock ownership guideline:
| Requirement | Timeline | Included Instruments |
|---|---|---|
| $350,000 in ULCC stock value | By later of Apr 1, 2026 or 5 years from election | Includes RSUs (vested/unvested) and deferred stock units; excludes options |
Insider trading and hedging policy: ULCC prohibits directors from purchasing hedging instruments (prepaid variable forwards, swaps, collars, exchange funds) designed to offset decreases in ULCC equity value .
Insider trades (Form 3/4 activity – SEC filings):
| Date (Filing/Txn) | Form | Transaction | Shares | Post‑Txn Ownership | Security | Source |
|---|---|---|---|---|---|---|
| 2024-07-01 / 2024-07-01 | Form 3 | Initial statement of beneficial ownership | — | — | — | |
| 2024-07-02 / 2024-07-01 | Form 4 | RSU award (grant) | 26,294 | 26,294 | Restricted Stock Units | |
| 2025-05-19 / 2025-05-15 | Form 4 | RSU vest→common (M‑Exempt) | 26,294 | 26,294 | Common Stock | |
| 2025-05-19 / 2025-05-15 | Form 4 | RSU cancellation upon vest (M‑Exempt) | 26,294 | 0 (RSUs) | Restricted Stock Units | |
| 2025-05-19 / 2025-05-15 | Form 4 | RSU award (new grant) | 34,230 | 34,230 (RSUs) | Restricted Stock Units |
Vested vs. unvested (recent trajectory):
- As of 12/31/2024: 26,294 RSUs unvested scheduled to vest May 15, 2025 .
- On 5/15/2025: 26,294 RSUs vested/converted to common; new grant of 34,230 RSUs; RSU position increased accordingly .
Governance Assessment
- Strengths: Independent status; meaningful governance and legal expertise from CLO tenure; active roles on Compensation and Nominating & Corporate Governance committees; attendance expectations met; alignment via annual RSU grants and stock ownership guidelines .
- Alignment: Time‑vested RSUs and ownership guidelines promote skin‑in‑the‑game; recent vesting converted to common shares on 5/15/2025; additional RSU grant supports continuing alignment .
- Risks/Red Flags: No personal conflicts or related‑party transactions disclosed for Lipson; broader governance environment includes ongoing related‑party management services with Indigo Partners and multiple Indigo‑affiliated directors, monitored by the Audit Committee; policy prohibits hedging, mitigating misalignment risks .
- Overall signal: Board effectiveness increased post‑loss of controlled company status; Lipson’s legal/governance background and independent status support investor confidence in compensation oversight and governance practices .