Robert Genise
Director at ULCC
Board
About Robert J. Genise
Independent director since March 2014; age 77. Background in aircraft leasing and aviation finance, including CEO roles and the creation of two large leasing platforms; currently serves as Lead Independent Director at Frontier Group Holdings (ULCC) and chairs the Safety & Security Committee. Education: B.A. (NYU), M.B.A. (University of Connecticut), J.D. (Pace University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dubai Aerospace Enterprise (DAE) Capital | Chief Executive Officer | 2007–2011 | Led aircraft leasing division of global aerospace company |
| Aergen Aviation Finance Limited / Aergen Management Services, Inc. | Board Member; CEO of subsidiary | 2015–Feb 2019 | Managed Dublin-based aircraft leasing operations |
| Boullioun Aviation Services, Inc. | Co-creator | Not disclosed | Helped create large aircraft lessor |
| Singapore Aircraft Leasing Pte | Co-creator | Not disclosed | Helped create major leasing platform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| White Oak Aviation Management Services, LLC | Chairman of the Board and Manager | Since Jan 2020 | Aircraft leasing and finance company |
| ALOFT AeroArchitects (formerly PATS Aircraft Systems) | Director | Since Jul 2014 | Aviation engineering and interiors |
Board Governance
- Independence: Determined independent under Nasdaq rules .
- Lead Independent Director: Responsibilities include calling meetings of independent directors, coordinating independent director activities, briefing CEO after executive sessions, and collaborating on board agendas .
- Committees:
- Audit Committee: Member; Audit met 6 times in 2024 .
- Safety & Security Committee: Chair; Committee met 3 times in 2024 .
- Board attendance: Board met 6 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director fee |
| Committee chair fee | $20,000 | Safety & Security Committee chair |
| Total cash fees | $120,000 | Sum of retainer + chair fee |
| Equity grant (RSUs) | $140,000 grant-date fair value | Annual RSU grant; vests at next annual meeting or first anniversary |
| RSUs granted | 24,955 units | Granted May 25, 2024; vest May 15, 2025 (subject to service) |
| Travel benefits (UATP) | $5,500 travel bank | Annual personal flight benefits; lifetime eligibility after ≥5 years of service |
Performance Compensation
| Equity Type | Vesting | Performance Metrics |
|---|---|---|
| RSUs (Director) | Time-based; vest on or before next annual meeting | None disclosed (director RSUs are time-based) |
Other Directorships & Interlocks
- ULCC Compensation Committee interlocks: None; no insider participation on Compensation Committee .
- Board-level related parties: Ongoing management services agreement with Indigo Partners; Audit Committee (of which Genise is a member) reviews related-party transactions .
- Codeshare: ULCC has a codeshare with Volaris; other ULCC directors serve on Volaris boards, highlighting board-level exposure oversight; no Genise-specific interlock disclosed .
Expertise & Qualifications
- Deep aviation leasing and finance expertise; creation and leadership of major leasing platforms .
- Legal and business credentials (J.D., M.B.A.), supporting governance oversight and risk evaluation .
- Designated Lead Independent Director, signaling trust in his governance capabilities .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Robert J. Genise | 335,579 | <1% | As of March 14, 2025; beneficial ownership per SEC rules |
| Unvested RSUs (director grant) | 24,955 | n/a | As of Dec 31, 2024; no other director equity awards outstanding |
- Director stock ownership guidelines: Must hold ≥$350,000 of ULCC stock value by April 1, 2026 or within 5 years of election; RSUs count toward compliance (options excluded). Compliance status not disclosed .
- Hedging policy: Directors prohibited from engaging in hedging transactions in ULCC stock .
- Pledging: No pledging policy/disclosure found for directors; no pledging by Genise disclosed .
Governance Assessment
- Strengths: Independent status; Lead Independent Director role; chair of Safety & Security during a period of heightened operational scrutiny; member of Audit Committee overseeing financial reporting, cybersecurity, and related-party reviews . Director compensation structure is standard for the industry with modest travel benefits; equity is time-based, aligning with board service continuity .
- Alignment: Beneficial ownership of 335,579 shares provides meaningful skin-in-the-game; annual RSU grant supports ongoing alignment .
- Risks/Conflicts: Board-level related-party exposure via Indigo Partners management services and Volaris codeshare is actively overseen by committees; no Genise-specific related-party transactions disclosed .
- Attendance/Engagement: Board and committees maintained regular cadence; directors met attendance thresholds, supporting board effectiveness .
RED FLAGS: None disclosed specific to Genise (no related-party transactions, no delinquent Section 16 filings, no hedging/pledging disclosures involving him) .