Andrew Davis
About Andrew Davis
Andrew Davis (age 47) is a Class II director of Wheels Up Experience Inc. (UP), serving since September 2023. He is Senior Vice President of Strategy and Investments at Cox Enterprises (since April 2022), was previously an investor at T. Rowe Price (2010–2022), and began his career in valuation at Deloitte (2002–2008). He holds a B.S. in Finance from Berry College and an MBA from the University of Chicago Booth School of Business . He was designated to UP’s board by Cox Investment Holdings LLC (CIH) under the Investor Rights Agreement and is currently Chair of the Audit Committee and an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Enterprises, Inc. | SVP, Strategy & Investments | Apr 2022–present | Oversees corporate strategy, minority investments, and VC programs |
| T. Rowe Price | U.S. Equity Division (analyst/manager; later private growth equity) | 2010–Feb 2022 | Covered North American transportation incl. aviation; led private growth equity sourcing/diligence from 2019 |
| Deloitte & Touche LLP | Manager, Business Valuation Services | Jun 2002–Sep 2008 | Valuation expertise relevant to audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Old Dominion Freight Line, Inc. (NASDAQ: ODFL) | Director | Since May 2023 | Public company directorship; LTL trucking sector |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class II; continuing in office until the 2026 annual meeting |
| Committees | Audit Committee (Chair) |
| Financial expert | Determined by Board to be an “audit committee financial expert”; financially literate |
| Independence | Board determined he is independent (non-employee of UP and not one of the Delta appointees) |
| Attendance | All incumbent directors attended ≥75% of Board/committee meetings in 2024 (Board: 10; Audit: 7) |
| Executive sessions | Non-employee directors meet regularly in executive session; Board chaired by independent chair (not Davis) |
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $0 | Non-Compensated Directors (employees of Delta, CK Wheels, or CIH) received no pay; Davis was Non-Compensated in 2024 |
| Committee chair fee | $0 | Eligible Directors would receive $15k for Audit Chair, but Non-Compensated Directors received none |
| Flight hours/perquisites | $0 | Flight hours apply only to Eligible Directors; Non-Compensated Directors received none |
Performance Compensation
| Component (Director) | 2024 Grant-Date Value | Vesting / Metrics |
|---|---|---|
| Annual RSU grant | $0 | Eligible Directors typically receive $175k RSUs; Davis (Non-Compensated) received none in 2024 |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Designating holder | Davis was designated by Cox Investment Holdings LLC (CIH) under the Investor Rights Agreement |
| CIH ownership | CIH beneficially owns ~12.3% of UP common stock as of record date |
| Investor party status | CIH is a “Lender/Investor” under UP’s Credit Agreement and Investor Rights Agreement alongside Delta and CK Wheels |
Expertise & Qualifications
- Capital markets and transportation/aviation sector expertise from T. Rowe Price coverage and investing roles .
- Audit and valuation background (Deloitte) supports “audit committee financial expert” designation .
- Strategic investment leadership at Cox Enterprises aligns with UP’s financing and capital allocation oversight needs .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 0 shares of UP common stock reported for Andrew Davis |
| Ownership as % outstanding | ~0% (no reported holdings) |
| Pledging/hedging | Company policy prohibits directors from hedging or pledging company securities |
| Director ownership guidelines | Not disclosed in proxy (no stated stock ownership guideline for directors) |
Governance Assessment
Key findings:
- Committee leadership and skills: Davis chairs the Audit Committee and is recognized as an “audit committee financial expert”; committee is fully independent under NYSE and Rule 10A-3, and met seven times in 2024 with a full-slate of responsibilities including financial reporting, ICFR, auditor oversight, and cybersecurity risk oversight .
- Independence and attendance: Board deems Davis independent; all incumbents achieved ≥75% attendance; non-employee directors hold regular executive sessions under an independent chair (not Davis) .
- Compensation alignment: As a Non-Compensated Director (designated by CIH), Davis received no cash retainer, no RSUs, and no flight hours in 2024—reducing potential company-paid incentives but also limiting direct equity-based alignment at the individual director level .
- Ownership alignment: Davis reported 0 shares owned; company prohibits hedging/pledging, but absence of any personal holdings may limit “skin-in-the-game” optics for an audit chair .
- Investor designation and potential conflicts: Davis was designated by CIH, which owns ~12.3% of UP and is a party to UP’s Credit Agreement and Investor Rights Agreement. As Audit Chair overseeing related-person transactions, his affiliation may present perceived conflict-of-interest risk, though the Board affirms independence under NYSE standards and the Audit Committee is responsible for related-party review .
- Board structure and investor influence: Board composition and several directors (including Davis) are designated by investor parties (Delta, CK Wheels, CIH) per the Investor Rights Agreement, concentrating governance influence among financing stakeholders while maintaining an overall independent committee structure .
RED FLAGS (monitoring items):
- Audit Chair designated by a significant shareholder/lender (CIH), while the Audit Committee reviews related-person transactions with investor parties (perception risk despite formal independence) .
- Zero personal share ownership reported for Davis, which may weaken perceived ownership alignment for a key committee chair .
Positive signals:
- Strong audit credentials and explicit “financial expert” designation, with comprehensive Audit Committee mandate including cybersecurity oversight .
- Governance policies include an executive compensation recoupment policy and strict anti-hedging/anti-pledging rules that apply to directors .
- Board emphasizes independent leadership (separate Chair/CEO roles) and executive sessions of non-employee directors .