Adam Zirkin
About Adam Zirkin
Adam Zirkin, age 45, is the independent Chairperson of Wheels Up’s Board since September 2023, designated to the Board by CK Wheels under the Investor Rights Agreement. He is a Partner and Senior Credit Analyst at Knighthead Capital Management (since 2012), with prior investing roles at Harbinger Capital Partners and research leadership at Libertas Partners; he began his career in RBC Capital Markets’ High Yield group. He holds a B.A. in Biochemistry from Brandeis University and also studied philosophy . He is standing for reelection as a Class I director to a term ending in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knighthead Capital Management, LLC | Partner & Senior Credit Analyst (travel/transport focus) | 2012–present | Credit investing expertise |
| Harbinger Capital Partners, LP | Vice President & Director of Investments | 2007–2012 | Led investments in energy, chemicals, transportation, packaging |
| Libertas Partners | Head of Research | Pre-2007 | Distressed/special situations debt & equity |
| RBC Capital Markets | Analyst & Sales (High Yield group) | Began 2001 | Coverage: transportation, telecom, media |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Impact Laboratories Corporation (subsidiary of My Green Lab) | Board member | Not disclosed | Scientific sustainability orientation |
| The Dror for the Wounded Foundation | Board member | Not disclosed | Non-profit governance |
Board Governance
- Current roles and committees: Independent Chairperson of the Board; Chair, Compensation Committee; Member, Safety & Security Committee .
- Independence and leadership: The Board deems him independent; ~67% of the Board is independent; non-employee directors meet in executive sessions chaired by Zirkin .
- Attendance and engagement: In 2024, the Board met 10x; Compensation met 4x; Safety & Security met 4x; all incumbent directors attended ≥75% of meetings; 11 of 12 directors attended the 2024 annual meeting .
- Tenure/class: Class I director (standing for reelection); designated by CK Wheels per Investor Rights Agreement .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $0 | Non-Compensated Directors (employees/affiliates of CK Wheels, Delta, CIH) receive no compensation . |
| Chairperson of the Board Cash Retainer | $0 | Non-Compensated Directors receive none; typical chair retainer is $35,000 for Eligible Directors . |
| Committee Chair Retainer (Compensation) | $0 | Non-Compensated Directors receive none; typical committee chair retainer is $10,000 for Eligible Directors . |
| Meeting Fees | $0 | No additional per-meeting fees; applies only to Eligible Directors . |
| Equity (Director RSUs) | $0 | Annual RSUs of $175,000 are for Eligible Directors; Zirkin is Non-Compensated . |
| Flight Hours (perqs) | $0 | Annual value $84,400 for Eligible Directors; +5 hours for chair roles; not provided to Non-Compensated Directors . |
Performance Compensation
| Metric/Instrument | Disclosure | Notes |
|---|---|---|
| Performance-based director pay (PSUs/Options) | None | Director program provides RSUs for Eligible Directors only; Zirkin (Non-Compensated) receives none . |
Other Directorships & Interlocks
| Category | Disclosure | Notes |
|---|---|---|
| Public company boards | Not disclosed | No public company directorships listed for Zirkin in proxy biography . |
| Investor designation/interlocks | Designated by CK Wheels; Partner at Knighthead | CK Wheels and Delta hold board designation rights; Knighthead executives have discounted flight services agreements with Wheels Up (priced not less than direct operating cost) . |
Expertise & Qualifications
- Deep credit/investment experience across travel, transportation, energy, chemicals, packaging; distressed and special situations; high yield markets .
- Scientific academic background (Biochemistry), with philosophy studies; broad sector coverage from RBC through current roles .
- Governance experience across non-profit and scientific organizations .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Adam Zirkin | — | * (<1%) |
Governance Assessment
- Committee leadership and coverage: As Compensation Committee Chair and Safety & Security Committee member, Zirkin influences executive/director pay and operational safety oversight; independence confirmed under NYSE rules .
- Investor influence structure (potential conflict risk): Board seats are designated by major investors (Delta, CK Wheels, CIH) under the Investor Rights Agreement; CK Wheels owned ~36.9% and Delta ~37.7% at record date, with voting limitations and neutral-share mechanics; this structure concentrates influence and may affect board dynamics and perceived independence .
- Related-party exposure with Knighthead (RED FLAG potential): Wheels Up offers discounted flight services to a limited number of executives of Certares and Knighthead (co-invest advisors to CK Wheels); although priced at not less than direct operating cost, these arrangements require continued Audit Committee oversight for conflicts .
- Alignment and ownership: Zirkin reported no beneficial ownership of Wheels Up stock as of the record date (less than 1%); absence of disclosed director stock ownership guidelines in proxy and low individual ownership can be viewed as a modest alignment risk versus typical ownership expectations .
- Board process and quality: Annual board/committee self-evaluations, formal Corporate Governance Guidelines and Code of Business Conduct, clawback/recoupment policy, and independent committee compositions support governance quality .
- Attendance/engagement: Board and committee cadence and ≥75% attendance thresholds met by incumbents indicate baseline engagement .
RED FLAGS
- Investor designation rights and voting limitations centralize influence among Delta and CK Wheels; continued monitoring of independence and minority shareholder protections is warranted .
- Discounted flight services to Knighthead/Certares executives create a related-party vector; transparency and Audit Committee review are essential to mitigate conflicts .
- Zero reported beneficial ownership by Zirkin reduces “skin-in-the-game” alignment relative to common governance best practices .