Patricia Salas Pineda

About Patricia Salas Pineda

Patricia Salas Pineda, age 73, has served on Frontier Group Holdings, Inc.’s board since June 2016. She is an independent Class I director with a legal, governance, and human capital background, holding a B.A. in Government from Mills College and a J.D. from the University of California, Berkeley (Boalt Hall) . Her core credentials include governmental relations and regulatory oversight, corporate governance, and human resources .

Past Roles

External Roles

Board Governance

• Independence: The board determined Ms. Pineda qualifies as independent under Nasdaq Rules; she is listed as independent in the director matrix and independence review .
• Committee assignments (2025): Audit Committee (Member); Nominating & Corporate Governance Committee (Member). Not on Compensation Committee in 2025 .
• Committee assignments (2024): Compensation Committee (Member, and on Equity Incentive Subcommittee with Wolff and Kumpf); Nominating & Corporate Governance Committee (Member) .
• Attendance: Board met six times in FY2024; each director attended at least 75% of Board and committee meetings; ten directors attended the 2024 annual meeting .
• Lead Independent Director: Robert J. Genise .
• Classified board: Ms. Pineda is a Class I director, nominated for a term ending at the 2028 annual meeting .

Fixed Compensation (Non-Employee Director)

Performance Compensation (Director Equity)

Other Directorships & Interlocks

Expertise & Qualifications

• Legal and corporate governance expertise (General Counsel roles at Toyota; corporate communications and administration leadership) .
• Government relations and regulatory oversight; human resources management .
• Public company board experience across sectors (marketing/communications and utilities) .
• Not designated as audit committee financial expert; Bernard Han is the designated financial expert on Audit Committee .

Equity Ownership

Insider Trades (Form 4)

Governance Assessment

• Independence and engagement: Independent director with Audit and Nominating roles; Board met six times in 2024 with each director attending ≥75% of meetings—supportive of engagement and governance quality .
• Compensation mix and alignment: Standard airline-sector non-employee director program—$100k cash retainer plus meaningful RSU ($140k) vesting annual/meeting cycle; travel benefit is modest ($5,500) but includes lifetime post-service eligibility after five years, common in airlines .
• Ownership alignment: Beneficial ownership of 90,578 shares as of Mar 14, 2025; RSU conversion increased direct shares to 115,533 on May 15, 2025; RSUs outstanding provide continued alignment; director stock ownership guideline requires $350,000 aggregate value by the later of April 1, 2026 or five years from election—compliance status not disclosed .
• Committee evolution: Transitioned off Compensation Committee by 2025 (was member in 2024 including on Equity Incentive Subcommittee), now focused on Audit and Nominating—reduces potential compensation-setting conflicts and emphasizes oversight .
• Related party transactions: Audit Committee (of which she is a member) reviews related-party transactions; codeshare with Volaris involves other directors, but no specific related-party involvement disclosed for Ms. Pineda .

RED FLAGS

• None specific to Ms. Pineda disclosed: no related-party transactions, no pledging/hedging, independence affirmed, minimum attendance met .
• Perquisites: Lifetime flight benefits for directors serving ≥5 years may be viewed as shareholder-unfriendly by some, though framed as standard industry practice; magnitude is modest ($5,500 annually during service) .

Notes

• Director compensation uses time-based RSUs; no performance metrics (TSR/EBITDA/ESG) for non-employee directors are disclosed .
• Indemnification agreements and D&O insurance are in place for directors, including Ms. Pineda .