Robert Schroeter
Senior Vice President and Chief Commercial Officer at ULCC
Executive
About Robert Schroeter
Robert A. Schroeter (age 47) is Senior Vice President and Chief Commercial Officer (CCO) of Frontier Group Holdings (ULCC) since March 25, 2024, overseeing Pricing & Revenue Management, Network Planning, and Marketing . He holds a B.A. in Economics from the University of Virginia and previously spent nearly two decades at Spirit Airlines in senior commercial roles . Company performance context for compensation in 2024: Adjusted pre-tax margin was 1% and pre-tax income (GAAP) was $86 million with adjusted pre-tax income of $49 million, on total revenues of $3.775 billion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spirit Airlines | SVP & Chief Marketing Officer | Dec 2019–Mar 2024 | Led marketing; senior leadership for commercial functions |
| Spirit Airlines | VP, Sales & Marketing | Jun 2017–Dec 2019 | Drove sales and marketing execution |
| America West & US Airways | Revenue mgmt, e-commerce, marketing roles | Not disclosed | Foundational commercial experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary (effective year-end) | $415,000 | Annual base as of 12/31/2024 |
| Target Bonus % of Base | 70% | Per Management Bonus Plan |
| Perquisites – UATP flight bank | $8,250 | Annual personal travel benefit |
| Relocation reimbursement (cap per offer) | Up to $150,000 | Offer letter cap |
| Relocation paid (2024) | $141,731 | Actual reimbursement |
| Tax reimbursement (gross-up) on relocation | $57,147 | Actual tax gross-up |
| Signing bonus | None | No 2024 signing bonus disclosed |
2024 Summary Compensation (as reported):
| Metric | 2024 |
|---|---|
| Salary (pro-rated) | $318,620 |
| Stock Awards (RSUs grant-date fair value) | $1,700,001 |
| Non-Equity Incentive (performance bonus) | $176,197 |
| All Other Compensation (incl. relocation, tax reimbursement, 401k match) | $206,539 |
| Total | $2,401,357 |
Performance Compensation
Management Bonus Plan structure: 75% corporate performance, 25% individual performance; Schroeter individual achievement assessed at 100% .
| Metric | Weighting | Target | Actual | Achievement (component) |
|---|---|---|---|---|
| Year-end Net Cash | 23.33% | $276M | $237M | 19% of total bonus weight |
| Adjusted CASM ex-fuel (SLA 1,000 miles) | 23.33% | 6.21¢ | 6.42¢ (adjusted basis used for plan) | Below threshold → 0% |
| Full-Year Adjusted Pre-Tax Margin | 23.33% | 7.5% | 0.9% (plan basis 1% actual fuel) | Below threshold → 0% |
| Operational Objectives (4 KPIs) | 30.00% | 4 of 4 | 4 of 4 | 60% of total bonus weight |
Corporate attainment totaled 79% of corporate-weighted component; Schroeter’s bonus payout:
| Component | Calculation | Amount |
|---|---|---|
| Corporate portion | 75% × Target bonus × 79% | $132,148 |
| Individual portion | 25% × Target bonus × 79% × 100% | $44,049 |
| Total 2024 Performance Bonus Paid | — | $176,197 |
Target bonus dollar basis (for 2024): $223,034 derived from base and target rate .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 82,762 shares issuable pursuant to RSUs vesting within 60 days of Mar 14, 2025; 0 shares common held outright |
| Shares outstanding reference | 227,658,883 shares outstanding as of Mar 14, 2025 |
| Ownership as % of outstanding | ~0.04% (=82,762 / 227,658,883) |
| Options (exercisable/unexercisable) | None disclosed for Schroeter |
| Pledging/Hedging | Company prohibits hedging; no pledging disclosure found |
Outstanding and vesting schedule:
| Award | Grant Date | Units | Vesting Start | Vesting Cadence |
|---|---|---|---|---|
| New-hire RSUs | May 1, 2024 | 171,233 | Mar 25, 2025 | 25% per year over 4 years (2025–2028) |
| LTI RSUs | May 1, 2024 | 119,863 | Mar 25, 2025 | 33⅓% per year over 3 years (2025–2027) |
| Total outstanding RSUs (12/31/2024) | — | 291,096 | — | As above |
| Grant-date fair value | — | $1,700,001 | — | Per Grants of Plan-Based Awards |
Insider selling pressure implications:
- First tranches vest on March 25, 2025 (and annually thereafter), creating potential liquidity events each March 25 (171,233/4 and 119,863/3 per year respectively) .
Employment Terms
| Term | Detail |
|---|---|
| Start date | March 25, 2024 (SVP & CCO) |
| Employment at-will | Terminable by either party at any time |
| Non-compete / Non-solicit | 12 months post-employment; 24 months if terminated without Cause or duties substantially diminished and resignation within 12 months following a Change in Control |
| Severance (no CIC) | Lump sum: 1× base salary + 1× target bonus; 1 year UATP flight benefits; subject to release |
| Severance (with CIC or Good Reason) | Lump sum: 2× base salary + 2× target bonus; 2 years UATP flight benefits; equity awards fully vest under CIC policy if terminated without cause or resign for good reason in connection with qualifying CIC (≥40% voting power change) |
| Equity acceleration policy | Change in Control Policy (Feb 3, 2022): full vesting upon qualifying CIC termination; 2021 Plan provides acceleration if awards not assumed/substituted |
| Potential payments (illustrative, 12/31/2024 basis) | Total $3,362,261 on CIC termination, including $2,069,693 accelerated equity value, $830,000 base, $446,068 bonus, $16,500 UATP |
Compensation Committee & Peer Group
- Consultant: Willis Towers Watson advises on philosophy, peer benchmarking, and pay levels; Compensation Committee met 5 times in 2024 .
- 2024 Compensation Peer Group: Alaska Air, Hawaiian, JetBlue, Spirit, Allegiant Travel, SkyWest .
Performance Compensation Design
| Element | Design |
|---|---|
| Bonus weighting | 75% corporate; 25% individual |
| Key financial metrics | Adjusted Pre-Tax Margin; Year-end Net Cash; Adjusted CASM ex-fuel (SLA 1,000) |
| Operational metrics | Aircraft Availability at Start of Day; Controllable Turn Performance; Head Start On-Time %; DOT Mishandled Bag Rate rank |
| Corporate attainment (2024) | 79% overall; operational 4/4 targets met |
| Clawback | SEC/Nasdaq-compliant recovery policy for erroneously awarded compensation effective Oct 2, 2023 |
Equity Compensation Structure
| Plan | Key Terms |
|---|---|
| 2021 Incentive Award Plan | RSUs are primary executive equity; change-in-control treatment provides continuation/assumption or acceleration if not assumed; post-Oct 2023 RSU agreements provide full acceleration on termination without Cause within 12 months post-CIC |
| Available shares | 7,167,596 shares available for issuance; 5,499,486 RSUs outstanding; 2,239,300 options outstanding (company-wide) as of 12/31/2024 |
Governance, Policies, and Risk Indicators
- Insider trading policy prohibits hedging via derivatives or similar instruments; no explicit pledging policy disclosed in proxy .
- Say-on-Pay scheduled for 2025 AGM; Board recommends FOR approval (non-binding) .
- Section 16(a) compliance: Company notes certain late Form 4 filings in Feb 2024; Schroeter filed late Form 4 on Feb 7, 2024 (grant reporting) .
Investment Implications
- Alignment vs ownership: Schroeter’s beneficial ownership is modest (~0.04% via near-term RSU vesting), suggesting limited direct equity alignment; however, substantial unvested RSUs with multi-year vesting provide retention incentives and potential long-term alignment .
- Vesting/selling pressure: Annual RSU vesting on March 25 across 2025–2028 creates predictable windows for potential insider share sales; monitoring Form 4 activity around these dates is warranted .
- Pay-for-performance linkage: 2024 corporate attainment was 79% driven entirely by operational execution (financial metrics were below threshold), resulting in moderate bonus payout; future bonus sensitivity will hinge on margin and cost metrics recovery .
- Change-in-control economics: 2× cash severance plus full equity acceleration under CIC termination creates material downside protection for the executive; this is standard in sector but implies potential retention risk mitigation during strategic transactions .
- Risk controls: Robust clawback and hedging prohibition mitigate governance risk; no pledging disclosure reduces concern but merits ongoing check in future proxies .