Adam Cantor
About Adam Cantor
Adam Cantor (age 40) is an independent Class III director of Wheels Up Experience Inc. (ticker: UP), serving since September 2023 as a CK Wheels designee. He is a Partner and Senior Credit Analyst at Knighthead Capital Management (since 2017), previously an Investment Analyst at Davidson Kempner (2007–2016) and an Analyst at Lazard Frères (2006–2007). He holds a B.A. in neuroscience from Brown University. The Board has determined he qualifies as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knighthead Capital Management, LLC | Partner & Senior Credit Analyst | 2017–present | Focus on aviation and travel/leisure investing |
| Davidson Kempner Capital Management | Investment Analyst | 2007–2016 | Credit/investment analysis |
| Lazard Frères | Analyst (Real Estate M&A) | 2006–2007 | M&A analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Million Air Holdings LLC (private) | Director | Since 2022 | Not disclosed |
| Bowhunter Holdings LLC (private) | Director | Since 2023 | Not disclosed |
Board Governance
- Board class and tenure: Class III director; term expires at 2027 annual meeting.
- Committee assignment: Member, Nominating & ESG Committee; not a chair.
- Independence: Board determined Cantor is independent (non-Delta employee; not CEO).
- Attendance and engagement: In 2024, the Board met 10 times; Nominating & ESG met 4; all incumbent directors attended at least 75% of Board and committee meetings; 11 of 12 attended the 2024 annual meeting.
- Governance structure: Non-employee directors hold regular executive sessions chaired by the independent Chair (Adam Zirkin).
- Nominating & ESG responsibilities: Oversees director selection, governance principles, board/management evaluation, and ESG strategy coordination.
- Board composition under Investor Rights Agreement (IRA): 12-member classified board with directors designated by major investors (Delta: 4; CK Wheels: 4; CIH: 1; CEO; independent).
Fixed Compensation
Cantor is a “Non-Compensated Director” (as a CK Wheels affiliate), receiving no cash retainers, equity awards, or flight hours for 2024.
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $0 | Non-Compensated Directors receive no Board cash fees |
| Committee chair/member fees | $0 | Non-Compensated Directors receive no committee fees |
| Annual equity (RSUs) | $0 | Non-Compensated Directors receive no director equity awards |
| Flight hours | $0 | Flight hours granted only to “Eligible Directors”; non-compensated directors received none in 2024 |
Program benchmarks (for Eligible Directors): $50,000 annual cash; $175,000 RSUs; $84,400 flight hours; additional fees for chair roles—Cantor does not receive these due to non-compensated status.
Performance Compensation
No performance-based director compensation applies to Cantor (non-compensated director status).
Other Directorships & Interlocks
| Relationship | Detail | Governance Implication |
|---|---|---|
| CK Wheels board designation | CK Wheels (co-advised by Certares/Knighthead) has rights to designate 4 directors; Cantor designated by CK Wheels under IRA | Significant investor representation on the Board; independence formally affirmed |
| Certares/Knighthead discounted flight services | Wheels Up offers discounted flight services to limited executives of Certares and Knighthead (not less than direct operating cost) | Related-party transaction framework disclosed; pricing guardrail reduces conflict risk |
| Board/executive benefits | Directors may receive Delta SkyMiles 360/Medallion benefits and can buy Wheels Up services at no less than direct operating cost | Perquisites disclosed; standard terms mitigate undue preference |
Expertise & Qualifications
- Credit investing expertise across aviation, travel, and leisure; prior real estate M&A experience.
- Education: B.A. neuroscience (Brown University).
- Committee skillset: Nominating & ESG Committee member—director selection, governance, ESG oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Adam Cantor | 0 | 0.0% |
- Anti-hedging/pledging: Company policy prohibits directors from hedging, shorting, or pledging Wheels Up securities.
- Ownership guidelines: Not disclosed for directors; LTIP caps non-employee director total value at $375,000/year.
Governance Assessment
- Independence and attendance: Cantor is independent and met at least the 75% attendance threshold in 2024; service on Nominating & ESG supports board refresh and ESG oversight.
- Investor alignment vs. conflicts: As a CK Wheels designee, he reflects significant shareholder influence per the IRA; related-party arrangements (discounted services to Certares/Knighthead) are disclosed with cost safeguards, reducing direct conflict concerns.
- Pay/ownership alignment: Non-compensated status and zero beneficial ownership mean limited direct financial alignment through board pay or shareholdings; broader alignment is through investor representation rather than personal equity.
- Governance protections: Anti-hedging/pledging policy, executive compensation clawback policy, and structured committee oversight mitigate governance risk; regular executive sessions led by independent Chair enhances board effectiveness.
RED FLAGS to monitor: concentrated investor board designations (Delta, CK Wheels) under the IRA can influence governance dynamics; absence of personal share ownership for some directors reduces “skin in the game” perception. Continued disclosure and adherence to related-party pricing safeguards remain important.