Alain Bellemare
About Alain Bellemare
Alain Bellemare, age 63, is a Class III director of Wheels Up Experience Inc. (UP) whose term expires at the 2027 annual meeting; he has served on the Board since September 2023 and is designated by Delta Air Lines under the Investor Rights Agreement. Bellemare is President – International at Delta (since January 2021) and previously served as President & CEO of Bombardier Inc. (2015–2020); he holds a B.Eng. (Mechanical) from the University of Sherbrooke and an MBA from McGill University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bombardier Inc. | President & CEO | 2015–2020 | Led transformation; certification of C Series (Airbus A220) and Global 7500 |
| United Technologies Corp. | President & CEO, UTC Propulsion & Aerospace Systems | 2011–2015 | 18 years at UTC across senior roles; aerospace leadership |
| Carlyle Group | Senior Advisor (aerospace/defense/government) | Prior to 2021 | Strategic advisory in aerospace sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Delta Air Lines, Inc. | President – International | Jan 2021–present | Leads international portfolio and partnerships |
| Air France-KLM SA | Director | 2021–present | Public company board service |
| Virgin Atlantic Ltd | Director | 2021–present | Private company board service |
Board Governance
- Committee assignments: Safety & Security Committee member; the committee is chaired by Lee Moak, with Adam Zirkin also a member .
- Independence: Not independent under NYSE rules due to current employment at Delta and designation by Delta pursuant to the Investor Rights Agreement .
- Attendance: In 2024, the Board met 10 times; all incumbent directors attended at least 75% of Board and applicable committee meetings; 11 of 12 directors attended the 2024 annual meeting .
- Board leadership and executive sessions: Approximately 67% of the Board is independent; independent directors meet in executive session chaired by independent Board Chair Adam Zirkin .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Non-Compensated Director (Delta employee); eligible directors otherwise receive $50,000 |
| Committee chair fees | $0 | Only for eligible directors; $10,000 for Safety & Security Chair (Moak), not applicable to Bellemare |
| Equity awards (RSUs) | $0 | Non-Compensated Directors did not receive RSUs in 2024; eligible directors typically receive $175,000 grant-date fair value |
| Flight hours | $0 | Non-Compensated Directors did not receive flight hours in 2024; eligible directors receive flight hours valued at $84,400 |
Performance Compensation
| Metric/Plan | Eligibility | Metric Details |
|---|---|---|
| Annual director RSU grant (policy) | Not eligible | Eligible directors receive RSUs valued at $175,000; Non-Compensated Directors (incl. Delta designees) excluded |
| Options/PSUs (directors) | Not applicable | Director awards under LTIP are RSUs; company forewent grants in 2023; catch-up RSUs in 2024 were for eligible directors only |
Other Directorships & Interlocks
| Organization | Relationship to UP | Interlock/Exposure |
|---|---|---|
| Delta Air Lines, Inc. | Major stockholder (37.7%); lender and revolver provider; strategic partner (CCA/PPA); credit support for equipment notes | Bellemare is a Delta executive; related-party transactions reviewed by disinterested directors/Audit Committee |
| Air France-KLM SA | No disclosed UP transactions | External public board service |
| Virgin Atlantic Ltd | No disclosed UP transactions | External private board service |
Expertise & Qualifications
- Aerospace and aviation leadership: CEO experience at Bombardier; led certification of the Airbus A220 and Global 7500 programs .
- Global airline partnership and investment oversight: As Delta’s President – International, oversees international investments and works with airline partners .
- Engineering and business credentials: Mechanical engineering degree; MBA .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Alain Bellemare | — | — |
Governance Assessment
- Independence and conflicts: Bellemare is a non-independent director designated by Delta while serving as a current Delta executive; Delta is UP’s largest shareholder and a key creditor/strategic partner, creating inherent related-party and influence risks (RED FLAG) .
- Committee effectiveness: Placement on the Safety & Security Committee leverages deep aviation operations expertise, which is positive for oversight of safety-critical processes .
- Alignment and incentives: As a Non-Compensated Director, Bellemare received no UP cash retainers, RSUs, or flight hours in 2024, and no beneficial UP share ownership is disclosed—limiting direct “skin in the game” alignment at the UP level; alignment may be indirect via Delta’s stake, but UP-level ownership is minimal/not disclosed (RED FLAG: low direct ownership) .
- Attendance/engagement: Board-wide attendance met at least 75% in 2024, indicating baseline engagement; Bellemare’s individual attendance beyond that threshold is not separately disclosed .
- Controls for related-party exposure: The Amended and Restated Commercial Cooperation Agreement (CCA) with Delta was approved by disinterested Board and Audit Committee members; related-person transactions are subject to Audit Committee review under written policies, partially mitigating conflict risks .