Patricia Salas Pineda
Director at ULCC
Board
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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Motor North America, Inc. | Group Vice President, Hispanic Business Strategy | 2013 – Oct 2016 | External affairs focus; market strategy for Hispanic communities |
| Toyota Motor North America, Inc. | Group VP, National Philanthropy & Toyota USA Foundation | 2004 – 2013 | Oversaw philanthropy; governance of foundation initiatives |
| Toyota Motor North America, Inc. | General Counsel & Group VP, Administration | 2006 – 2008 | Legal leadership; administration oversight |
| Toyota Motor North America, Inc. | Group VP, Corporate Communications & General Counsel | 2004 – 2006 | Corporate communications and legal counsel |
| New United Motor Manufacturing, Inc. (NUMMI) | VP, Legal, HR, Government Relations; Corporate Secretary | Since 1984 | Legal and HR leadership; government relations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omnicom Group Inc. | Director (public company) | Since Feb 2022 | Not disclosed |
| Portland General Electric Company | Director (public company) | Since Oct 2022 | Not disclosed |
| Levi Strauss & Co. | Director (public company) | Jan 1991 – Dec 2023 | Not disclosed |
| Latino Corporate Directors Association | Chairwoman Emeritus; prior board member | Since Jan 2013 (board); current emeritus | Governance advocacy |
| Earthjustice | Director (non-profit) | Since Aug 2018 | Environmental oversight |
| Anna’s Linens; Eller Media/Clear Channel Outdoor; Cedars-Sinai Medical Center; Latino Donor Collaborative | Prior board roles | Various, prior service | Not disclosed |
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)
| Component | Amount/Terms | FY2024 Actuals for Pineda |
|---|---|---|
| Annual cash retainer | $100,000 cash | $100,000 |
| Committee chair fees | $25,000 (Audit Chair); $20,000 (Comp, Finance, Nominating, Safety Chairs) | N/A (not a chair) |
| Equity (annual RSUs) | Grant date fair value $140,000; vest on earlier of 1-year from grant or prior to next annual meeting (subject to service) | $140,000 grant value |
| Travel benefits (UATP) | $5,500 travel bank per non-employee director; $13,750 for Board Chair; post-service eligibility equals years served (<5 years) or life (≥5 years), at same benefit amount | $5,500 travel bank; life eligibility based on service ≥5 years |
| Total FY2024 (cash + stock) | $240,000 (cash $100,000; stock awards $140,000) |
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares/Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant | May 25, 2024 | 24,955 RSUs | $140,000 (grant-date fair value) | Vest May 15, 2025 (subject to service) | Standard non-employee program |
| Annual RSU grant | May 15, 2025 | 34,230 RSUs | Program targets $140,000 per year | Standard time-based vesting as per program | Form 4 award reported; number of RSUs disclosed |
| Performance metrics tied to director comp | None disclosed | — | — | — | Director equity is time-based; no TSR/EBITDA metrics disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Potential Conflict/Interlock |
|---|---|---|---|
| Omnicom Group Inc. | Public | Director | None disclosed with ULCC operations |
| Portland General Electric Company | Public | Director | None disclosed with ULCC operations |
| Levi Strauss & Co. | Public (prior) | Director | None disclosed (prior) |
| LCDA; Earthjustice; others | Non-profit/private | Various | None disclosed |
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
| Metric | As of Mar 28, 2024 | As of Mar 14, 2025 | As of May 15, 2025 (Form 4) |
|---|---|---|---|
| Beneficially owned common shares | 90,578 | 90,578 | 115,533 (post RSU settlement) |
| Ownership % of outstanding shares | <1% (outstanding 223,886,304) | <1% (outstanding 227,658,883) | <1% (post-transaction; not quantified in filing) |
| RSUs outstanding | 24,955 RSUs as of Dec 31, 2024 | 24,955 RSUs scheduled to vest May 15, 2025 | 34,230 RSUs newly awarded May 15, 2025 |
| Options (exercisable/unexercisable) | None disclosed | None disclosed | None disclosed |
| Pledging/Hedging | Not disclosed | Not disclosed | Not disclosed |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2024-05-28 | 2024-05-23 | A – Award | RSUs | 24,955 | $0 | RSUs 24,955 | |
| 2024-05-28 | 2024-05-23 | M – Exempt (settlement) | Common Stock | 17,722 | $0 | 90,578 shares | |
| 2024-05-28 | 2024-05-23 | M – Exempt (cancellation) | RSUs | -17,722 | $0 | — | |
| 2025-05-19 | 2025-05-15 | A – Award | RSUs | 34,230 | $0 | RSUs 34,230 | |
| 2025-05-19 | 2025-05-15 | M – Exempt (settlement) | Common Stock | 24,955 | $0 | 115,533 shares | |
| 2025-05-19 | 2025-05-15 | M – Exempt (cancellation) | RSUs | -24,955 | $0 | — |
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 .