George Mattson
About George Mattson
George Mattson (age 59) is Chief Executive Officer of Wheels Up Experience Inc. (UP) since October 2023 and a director since September 2023; he holds a B.S. in Electrical Engineering from Duke and an MBA from Wharton . In 2024, UP’s TSR value for a hypothetical $100 investment was $3.56, while net loss improved to $(339.6) million from $(487.4) million in 2023; management attributes the net loss improvement to margin efficiencies despite approximately 37% lower revenue versus 2023 . Mattson’s pay structure includes a $625,000 base salary, a $1.0 million target annual incentive tied to objective business plan financial targets, and a one-time CEO Performance Plan that vests, if at all, upon a debt “Repayment Event” by September 20, 2028 and MOIC thresholds; he received an $850,000 annual bonus for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs | Partner & Co-Head, Global Industrials Group, Investment Banking | 2002–2012 | Led Industrials coverage and execution at a top-tier IB platform . |
| Goldman Sachs | Various roles | 1994–2002 | Progression culminating in partnership; deep transaction expertise . |
| IBM | Sales & Marketing | 1987–1993 | Early commercial experience in technology . |
| Private investor & corporate board member | Various | 2012–Feb 2023 | Active governance and investing across transportation and aerospace . |
| Star Mountain | President | Feb 2023–Oct 2023 | Led a specialized private investment firm . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Xos, Inc. | Director | Aug 2021–Present | Current public board . |
| Delta Air Lines (NYSE: DAL) | Director | Oct 2012–Oct 2023 | Longstanding airline board experience . |
| Air France-KLM S.A. (PAR: AF) | Director | 2017–2021 | European airline governance . |
| Virgin Galactic (NYSE: SPCE) | Director | Oct 2019–Jun 2023 | Aerospace commercialization oversight . |
| Virgin Orbit Holdings, Inc. | Director | Dec 2021–Aug 2023 | Space launch venture governance . |
| NextGen Acquisition Corp II | Director | Jan 2021–Dec 2021 | SPAC board service . |
| NextGen Acquisition Corp | Director | Jul 2020–Aug 2021 | SPAC board service . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $144,231 | $625,000 |
| Target Annual Bonus ($) | $1,000,000 (per employment agreement) | $1,000,000 |
| Actual Annual Bonus Paid ($) | $188,599 | $850,000 |
| All Other Compensation ($) | $246,023 | $92,560 |
| Total Compensation ($) | $148,978,853 | $1,567,560 |
Notes:
- Base salary set by amended and restated employment agreement dated Nov. 30, 2023; compensation committee reviews annually .
- “All Other Compensation” includes flight hour perquisites and 401(k) contributions; executive housing allowance and up to $80,000 legal fee reimbursement were one-time items in 2023 tied to the employment agreement .
Performance Compensation
Annual Incentive Plan (AIP) – CEO
| Component | 2023 | 2024 |
|---|---|---|
| Metric framework | Objective business plan financial targets set annually by Compensation Committee in consultation with CEO | Objective business plan financial targets set annually by Compensation Committee in consultation with CEO |
| Target ($) | $1,000,000 | $1,000,000 |
| Payout range | 0%–200% of target | 0%–200% of target |
| Actual payout ($) | $188,599 | $850,000 |
| Vesting | Cash bonus; paid at same time as similarly situated executives | Cash bonus; paid at same time as similarly situated executives |
CEO Performance Plan (One-time, multi-year award in lieu of annual equity grants)
| Element | Detail |
|---|---|
| Grant date | Nov. 30, 2023 |
| Shares authorized | 73,000,000 (subject to performance- and service-based vesting) |
| Performance condition | Repayment or refinancing of the $390.0M Term Loan (plus any additional draws) by Sept. 20, 2028 (a “Repayment Event”) |
| Service condition | Ongoing service through vesting; derived service period 5.2 years at grant |
| Investor MOIC threshold (probability at grant) | >4.0x deemed probable at grant for CEO Plan; higher threshold (>6.5x) needed for full settlement at CAP-estimated fair value |
| Final determination date | On or before Sept. 20, 2028 (Term Loan maturity) |
| Market/payout value proxy at 12/31/24 | $120,450,000 based on $1.65 year-end share price (illustrative value if fully vested) |
| Grant-date fair value (highest performance assumption) | $168.6M based on $2.31 price at 11/30/23 |
| Status as of 12/31/24 | Performance and service conditions not satisfied; no vesting to date |
| Settlement form | Shares of Common Stock or cash; subject to stockholder authorization and plan rules |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | — (none reported as of Record Date) |
| Shares outstanding at Record Date | 698,874,225 |
| Unvested performance shares (CEO Plan) | 73,000,000 authorized contingent shares |
| Ownership % of outstanding | 0.0% currently; contingent CEO Plan authorization ≈ 10.4% of outstanding based on 73,000,000 vs 698,874,225 |
| Options (exercisable/unexercisable) | Not applicable for CEO; award is standalone performance plan |
| Hedging/pledging | Company policy prohibits hedging and pledging; covered persons cannot hold stock in margin accounts or short sell |
| 10b5-1 plans | Allowed with waiting periods; overlapping plans prohibited except limited cases; sell-to-cover permitted |
Employment Terms
| Term | Detail |
|---|---|
| Role start date | CEO since Oct 2, 2023; Director since Sept 2023 |
| Agreement date | Amended & Restated Employment Agreement dated Nov 30, 2023 |
| Employment status | At-will |
| Base salary | $625,000; subject to annual review |
| Target annual bonus | $1,000,000; 0%–200% payout range vs objective business plan metrics |
| Perquisites | Authorized flight hours: up to 45 hours mid-cabin and 30 hours light-cabin per year; unused hours retained unless termination for Cause |
| Non-compete / non-solicit | Applies during employment and for 24 months thereafter |
| Severance (without Cause/for Good Reason) | 12 months base salary; AIP for year of termination based on full-year actual performance; any accrued prior-year bonus; immediate vesting of a portion of long-term incentive awards as if employed through next vesting date (and potentially the following vesting date if within 3 months); up to 12 months COBRA reimbursement |
| Executive Severance Guidelines (general) | CEO: 52 weeks base salary; 52 weeks annual incentive bonus; 12 months COBRA continuation; 12 months acceleration of unvested equity awards; 5-year option exercise extension; post-separation flight hours or cash payout |
| Change in control | Severance Guidelines contemplate benefits and acceleration of unvested equity awards; treatment may vary by plan/agreements and Board/Comp Committee discretion |
| Clawback | Subject to Executive Compensation Recoupment Policy and applicable listing requirements |
| 280G/4999 tax gross-up | Company agreed to make additional payments to put CEO in same after-tax position if excise taxes apply (shareholder-unfriendly feature) |
Board Governance
- Board independence: Approximately 67% of directors are independent; the Board separates Chair and CEO roles with Adam Zirkin as independent Chair; non-employee directors meet in executive session chaired by Zirkin .
- Committee membership: Audit, Compensation, Nominating & ESG, and Safety & Security Committees are fully independent; Mattson is not listed as a member of any committee and is not independent under NYSE rules due to his CEO role .
- Attendance: In 2024, the Board met 10 times; Audit met 7; Compensation 4; Nominating & ESG 4; Safety & Security 4; all incumbent directors attended at least 75% of their meetings; 11 of 12 directors attended the 2024 annual meeting .
- Classified board: Mattson is a Class II director with term expiring at the 2026 annual meeting .
Performance Compensation Analysis
- Equity-heavy, event-driven upside: The CEO Performance Plan ties vesting to a debt Repayment Event by Sept 20, 2028 and requires MOIC thresholds (>4.0x at grant, >6.5x for CAP-equivalent full settlement), creating strong alignment to deleveraging, liquidity, and market value restoration; no vesting occurred as of 12/31/24 .
- Annual bonus tied to business plan metrics: AIP targets are set annually; payout range 0%–200%; CEO received $850,000 for 2024 vs $1,000,000 target, indicating partial achievement of goals .
- Risk mitigants and red flags: Strong clawback and anti-hedging/pledging policies mitigate misalignment and forced selling risk ; however, 280G/4999 excise tax gross-up in Mattson’s agreement is a shareholder-unfriendly feature .
Required Tabular Disclosure of Pay vs Performance (Company-reported excerpts)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – $100 initial fixed investment (Company’s disclosure) | $10.67 | $3.55 | $3.56 |
| Net Income (Loss) ($mm) | $(555.5) | $(487.4) | $(339.6) |
| Revenue YoY commentary | — | — | Revenue ~37% lower vs 2023; net loss improved due to margin efficiency and focus on profitable flying |
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership (% and shares) | Mattson reports no beneficial ownership as of Record Date; named executive officers and directors as a group own ~1,050,940 shares (<1%) . |
| Potential dilution from CEO Plan | Stockholders authorized 73.0 million shares for potential issuance under CEO Plan; illustrative value at $1.65 per share as of 12/31/24 was $120.45 million if fully vested . |
| Policies | Anti-hedging/anti-pledging, blackout periods, and Rule 10b5-1 constraints (no overlapping plans; waiting periods) . |
Employment Contracts, Severance, and Change-of-Control Economics
- Employment agreement: At-will; includes perquisites (flight hours) and one-time housing allowance and legal fee reimbursement; AIP payout range and target fixed at $1.0M .
- Severance (without Cause/for Good Reason): 12 months base salary; AIP for year of termination based on actual performance; prior-year accrued bonus; partial immediate vesting of long-term incentive awards as if employed through next vesting date; up to 12 months COBRA reimbursement .
- Executive Severance Guidelines: Prescribe 52 weeks base and bonus, 12 months COBRA, 12 months of equity acceleration, 5-year option exercise extension, and post-separation flight hours or cash payout; separate terms for other NEOs with shorter durations .
- Change in control: Equity awards under plans may vest/forfeit variably; Board/Compensation Committee retain discretion consistent with plan terms .
- Restrictive covenants: Non-compete and non-solicit apply during employment and for 24 months post-termination .
- Clawback: Executive Compensation Recoupment Policy applies to incentive compensation and performance awards .
Board Service History and Committee Roles (Dual-role implications)
- Board class and independence: Mattson is a Class II director and not independent under NYSE rules by virtue of his CEO role; the Board maintains an independent Chair (Adam Zirkin) and independent committees, mitigating CEO dual-role concentration risks .
- Executive sessions: Non-employee directors meet regularly without management, chaired by the independent Chair .
- Attendance: All incumbent directors met the 75% attendance expectation in 2024; committee activity robust across Audit, Compensation, Nominating & ESG, and Safety & Security .
Investment Implications
- Alignment to deleveraging and value creation: The CEO Performance Plan’s vesting is contingent on a Term Loan Repayment Event by Sept 20, 2028 and MOIC thresholds, directly tethering CEO upside to capital structure improvement and market value appreciation; lack of vesting to date underscores execution dependency .
- Dilution and trading signal: Authorization of 73 million shares under the CEO Plan introduces potential dilution if vesting conditions are met; anti-hedging/anti-pledging policies and 10b5-1 constraints reduce near-term insider selling pressure but sell-to-cover is permitted for tax obligations .
- Pay-for-performance posture: 2024 bonus at 85% of target vs business plan metrics, combined with event-driven equity, indicates substantial at-risk compensation; however, the presence of a 280G/4999 gross-up is a governance red flag that may factor into say-on-pay and investor sentiment .
- Execution and track record: Company-reported TSR remains depressed, while net losses narrowed despite lower revenue; management cites margin improvements and profitable flying focus—investors should monitor debt repayment/refinancing progress and cash generation as primary triggers for CEO equity realization .