William Franke

About William A. Franke

William A. Franke (age 87) is Chair of Frontier Group Holdings’ Board, serving since December 2013. He is managing member of Indigo Partners LLC (air transportation-focused private equity) and previously chaired America West Airlines (Chair 1992–2001; CEO 1993–2001). He holds a B.A. and LLB from Stanford University and honorary doctorates from Northern Arizona University and the University of Montana.

Past Roles

Organization	Role	Tenure	Committees/Impact
America West Airlines	Chair; CEO	Chair: 1992–2001; CEO: 1993–2001	Led airline later absorbed into a predecessor of American Airlines
Spirit Airlines	Chair	2006–2013	Low-cost carrier leadership; board oversight
Tiger Aviation (Singapore)	Chair	2004–2009	Asia LCC expansion
Alpargatas S.A.I.C.	Director	1996–2007	Argentina-based footwear/textiles
Phelps Dodge (Freeport-McMoRan)	Director; Lead outside director	1980–2007	Mining; lead outside director for several years
ON Semiconductor; Valley National; Southwest Forest Industries; Circle K; Beringer Wine Estates	Director (prior)	Various	Broad industrial/consumer governance experience

External Roles

Organization	Role	Tenure	Notes
Wizz Air Holdings Plc	Chair	Since Feb 2005	Europe-based airline
JetSMART Holdings Limited	Chair	Since Feb 2017	South America-based airline
APiJET, LLC	Chair	Since Nov 2020	Airline analytics software
Lynx Air Holdings Corporation	Chair (former)	Dec 2018–Dec 2023	Canada-based airline
Volaris (Concesionaria Vuela Cía de Aviación)	Director (former), Honorary director	Director: Jul 2010–Apr 2023; Honorary since Apr 2023	Mexico-based airline; ULCC codeshare partner

Board Governance

Current committee assignments: None; Chair of the Board; served on Nominating & Corporate Governance through March 29, 2024.
Independence: Not independent due to affiliation with Indigo Partners, which provides management services to Frontier.
Lead Independent Director: Robert J. Genise; independent directors hold regular executive sessions.
Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and applicable committee meetings.
Classified board: Franke is a Class I director, term expiring at the 2025 annual meeting cycle; nominees proposed for 2028 for Class I at 2025 meeting.

Fixed Compensation

Component (2024)	Amount/Details
Annual cash retainer	$120,000
RSUs	Grant date May 25, 2024; 24,955 RSUs; grant-date fair value $140,000; vest on May 15, 2025 (or earlier of next annual meeting)
Travel benefits (UATP)	$13,750 annual travel bank as Chair; post-service flight benefits for life after ≥5 years of service

Performance Compensation

Equity Award	Shares	Grant-date Fair Value	Vesting	Performance Metrics
2024 Director RSUs	24,955	$140,000	Vest May 15, 2025 (time-based)	None disclosed (no performance conditions for director equity)

No option awards or performance-based equity for directors were disclosed for 2024; directors held RSUs only.

Other Directorships & Interlocks

Entity	Relationship to ULCC	Interlock/Transaction	Potential Conflict Vector
Indigo Partners LLC	Provides management services to ULCC under Professional Services Agreement ($375,000 quarterly; ~$2M in 2024)	Franke is managing member; ULCC pays fees and indemnifies Indigo Partners	Governance independence; related-party fees; influence over strategy
Volaris (Mexico)	Codeshare agreement with ULCC since 2018	Franke honorary director; ULCC directors Andrew Broderick and Brian H. Franke serve on Volaris board (Brian is chair)	Business dealings with entity where ULCC directors have roles; oversight rigor for related-party transactions
Corporate Opportunity Waiver	Certificate of Incorporation renounces ULCC’s interest in business opportunities presented to Indigo/affiliates	Allows Indigo-affiliated directors to engage in competitive investments without duty to present opportunities to ULCC	Shareholder-unfriendly; heightens conflict risk

Expertise & Qualifications

Deep airline and low-cost carrier governance and operating experience across Americas and Europe; extensive private equity leadership in air transportation.
Financial literacy and prior leadership roles across multiple public boards and industries.
Education: B.A. and LLB, Stanford; honorary doctorates (Northern Arizona University; University of Montana).

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Breakdown/Notes
William A. Franke	99,477,799	44%	Includes: 67,303,343 direct; 31,975,180 via Indigo Denver; 116,827 via Indigo Partners LLC; 82,449 spouse; disclaims beneficial ownership except pecuniary interest in Indigo entities/spouse holdings
Shares Outstanding (as of Mar 14, 2025)	227,658,883	—	Basis for % ownership calculation

Hedging policy: Insider Trading Compliance Policy prohibits hedging transactions in company equity (e.g., swaps, collars).
Pledging: No pledging disclosure specific to Franke found; not disclosed.
Vested vs unvested/Options: No director option holdings disclosed; director equity is RSUs (time-based).

Say-on-Pay & Shareholder Feedback

Item (2024 Annual Meeting)	For	Against	Abstain	Broker Non-Votes
Advisory vote on NEO compensation	188,819,404	4,359,226	38,616	12,582,007

Governance Assessment

Alignment and continuity: Very high “skin-in-the-game” with 44% beneficial ownership, supporting long-term alignment but also potential entrenchment and outsized influence.
Independence and conflicts: Franke is not independent due to Indigo Partners affiliation; ULCC pays recurring fees to Indigo; corporate opportunity waiver permits Indigo/affiliates to pursue opportunities without duty to ULCC—these are material conflict risk indicators.
Board structure: Separation of Chair and CEO roles; presence of Lead Independent Director and regular executive sessions are positive governance features.
Attendance: Meets minimum expectations (≥75% attendance), but not disclosed as exemplary; no specific shortfalls reported.
Related-party exposure: Codeshare with Volaris while Indigo-affiliated directors sit on Volaris’ board elevates oversight demands on Audit Committee for related-party transactions.
Compensation mix (director): Predominantly cash retainer plus time-vested RSUs; absence of performance-conditioned equity for directors is typical, but perquisites include travel benefits and lifetime post-service benefits—monitor for optics and cost.
Charter modernization: 2025 proposal reflects loss of “controlled company” status in 2024 and adds officer exculpation; governance guardrails rely more on independent director leadership and committee rigor given Indigo’s continuing influence.

RED FLAGS

Corporate opportunities renunciation favoring Indigo/affiliates (risk of diverted opportunities).
Ongoing management services payments (~$2M in 2024) to Indigo Partners (economic conflict).
Family relationship on board (William A. Franke is father of director Brian H. Franke).
Extensive interlocks with counterparties (Volaris codeshare; Indigo-linked boards).
Non-independence of Chair; reliance on Lead Independent Director to balance influence.

Compensation Committee Analysis (Context)

Compensation Committee members: Josh T. Connor, Ofelia Kumpf, Nancy L. Lipson, Alejandro D. Wolff; all independent; Willis Towers Watson engaged as independent compensation consultant.

Committee Assignments, Chair Roles, and Expertise (Summary)

Chair of the Board (Franke); no current committee memberships; prior service on Nominating & Corporate Governance through March 29, 2024. Expertise centers on airline operations, private equity, and governance.

Director Compensation (Detail)

Year	Fees Earned (Cash)	Stock Awards (RSUs, $)	RSU Shares	Vesting	Travel Bank
2024	$120,000	$140,000	24,955	May 15, 2025	$13,750 (Chair)

Meeting Attendance & Engagement

Metric (2024)	Value
Board meetings held	6
Director attendance	≥75% each director; 10 directors attended 2024 annual meeting
Executive sessions	Regularly held by independent directors