Thomas Klein
About Thomas Klein
Thomas Klein, age 62, has served on Wheels Up’s Board since March 2024, designated by CK Wheels under the Investor Rights Agreement. He is Senior Managing Director at Certares Management LLC (since September 2018) and formerly CEO/President of Sabre Corporation, leading Sabre’s 2014 IPO; earlier roles include executive positions at Sabre and management positions at American Airlines and Consolidated Freightways. He holds a B.S. in Business Administration from Villanova University and serves on its Board of Trustees . The Board has determined he is independent under NYSE rules; his current term is a Class I directorship up for reelection to 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Certares Management LLC | Senior Managing Director | Sep 2018–present | Investment leadership in travel sector |
| Sabre Corporation | CEO & President; previously President, EVP, SVP | CEO Aug 2013–Jun 2016; prior years in executive roles | Led 2014 IPO of Sabre; scaled travel tech operations |
| American Airlines | Management positions | Prior to Sabre (dates not specified) | Commercial/operations experience |
| Consolidated Freightways | Management positions | Prior to Sabre (dates not specified) | Logistics/transport experience |
| Brand USA | Director; Chairman | Appointed 2010; service through 2017 | Industry marketing; chaired board |
| President’s Advisory Council on Doing Business in Africa | Member | During Obama administration | Policy advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Blue Group Holding AG (NYSE: GB) | Director | Since Jun 2022 | Public company board |
| Avia Solutions Group (ASG) PLC | Director | Since Dec 2021 | Private company board |
| Cedar Fair, L.P. (NYSE: FUN) | Director | Jan 2012–Apr 2019 | Prior public board |
| Playa Hotels & Resorts N.V. (NASDAQ: PLYA) | Director | Mar 2017–Mar 2020 | Prior public board |
| Nirvana Travel & Tourism L.L.C. | Director | Jul 2019–Dec 2021 | Private company board |
Board Governance
- Committee assignments: Chair, Nominating & ESG Committee; not listed on Audit/Compensation/Safety; Board Chair is Adam Zirkin (independent) .
- Independence: Board determined Klein is independent under NYSE rules (non-Delta employee), even though designated by CK Wheels under Investor Rights Agreement .
- Attendance: In 2024, Board met 10 times; all incumbent directors attended ≥75% of Board and committee meetings; 11 of 12 directors attended the 2024 annual meeting .
- Executive sessions and leadership: Approximately 67% of the Board is independent; non-employee directors meet regularly in executive sessions chaired by the independent Chairperson .
| Governance Attribute | Detail | Evidence |
|---|---|---|
| Board Class | Class I (standing for reelection) | |
| Committee Chair | Nominating & ESG (Chair) | |
| Independence | Independent (NYSE rules) | |
| Designation | Designated by CK Wheels | |
| Meeting Attendance | ≥75% in 2024 (Board/committees) |
Fixed Compensation
Program terms for non-employee “Eligible Directors” (not employees/affiliates of Delta, CK Wheels, or CIH) :
| Component | Amount/Terms | Vesting/Notes | Evidence |
|---|---|---|---|
| Annual Cash Retainer | $50,000 | Paid quarterly | |
| Chair Fees | $10,000 (Nominating & ESG); $15,000 (Audit); $10,000 (Compensation; Safety & Security); $35,000 (Chairperson/Lead Director) | In addition to base retainer | |
| Equity (RSUs) | $175,000 grant-date fair value annually | RSUs generally vest in full by next annual meeting; catch-up grants used in 2024 for certain directors | |
| Flight Hours | $84,400 annual value (≈25 hours King Air 350i); +5 hours for Board/Committee Chairs | Carryover permitted; directors can access services at ≥direct operating cost |
Actual 2024 compensation for Thomas Klein (Non-Compensated Director due to CK Wheels affiliation): no cash fees, no stock awards, no flight hours .
| Name | Fees earned or paid in cash ($) | Stock awards ($) | All other compensation ($) | Total ($) |
|---|---|---|---|---|
| Thomas Klein (2024) | — | — | — | — |
Performance Compensation
- Directors receive time-based RSUs (no performance metrics); RSUs to directors generally vest in full by the next annual meeting of stockholders .
- No performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for director compensation.
| Element | Metric/Trigger | Terms | Evidence |
|---|---|---|---|
| Director RSUs | None (time-based) | Annual RSU grant vests by next annual meeting |
Other Directorships & Interlocks
- Current public company board: Global Blue Group Holding AG (GB) .
- Multiple travel/aviation-related boards (ASG PLC, prior Cedar Fair, Playa): industry interlocks may enhance sector knowledge but warrant monitoring for any transactions or competitive overlaps; no related-party transactions disclosed for Klein in Director Compensation table and investor designation is governed by Investor Rights Agreement .
Expertise & Qualifications
- Travel technology and aviation ecosystem leadership (Sabre CEO, American Airlines roles) .
- Capital markets experience (led Sabre IPO) .
- Governance leadership (Chair, Brand USA; Chair of Nominating & ESG Committee at Wheels Up) .
- Policy exposure (President’s Advisory Council on Doing Business in Africa) .
- Education: Villanova University B.S.; Trustee .
Equity Ownership
As of the April 11, 2025 record date for the 2025 Annual Meeting:
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Thomas Klein | — | — |
Note: Table indicates “—” for Klein; stars (*) denote <1% where applicable for other directors .
Governance Assessment
- Board effectiveness: Klein chairs the Nominating & ESG Committee, overseeing director selection, governance principles, board evaluation, and ESG coordination—positively contributes to governance rigor .
- Independence and designation: Although independent under NYSE rules, Klein was designated by CK Wheels, which holds ~36.9% of shares and retains exclusive rights to remove/designate its nominees, concentrating influence; this is a structural governance consideration for investors .
- Alignment: As a Non-Compensated Director in 2024 (no cash/equity/flight hours) and with no reported beneficial ownership, alignment through stock ownership appears limited; investors may prefer future equity grants to independent directors to enhance “skin-in-the-game” while preserving independence .
- Engagement: Board and committees met regularly in 2024 with all incumbents ≥75% attendance; independent Chair leads executive sessions, supporting oversight quality .
Red Flags and Watch Items
- Investor designation influence: CK Wheels designation/removal rights under Investor Rights Agreement may create perceived conflicts or prioritize investor interests; monitor committee independence and board decisions for impartiality .
- Limited ownership alignment: No reported beneficial ownership for Klein; consider whether director stock ownership emerges post-2024 (program provides annual RSUs for Eligible Directors, but CK Wheels-affiliated directors were non-compensated in 2024) .
- Concentrated ownership/voting limits: Delta (~37.7%) and CK Wheels (~36.9%) ownership subject to voting limitations and neutral shares constructs; governance stability depends on investor coordination and adherence to voting limits .
Appendix: Committee Responsibilities (Context)
- Nominating & ESG (Klein as Chair): director identification/selection, governance principles, board/management evaluation, ESG oversight and coordination .
- Audit: financial reporting, auditor oversight, internal controls, cybersecurity risk .
- Compensation: director/executive pay; incentive/equity plan oversight; consultant independence (WTW retained) .
- Safety & Security: flight operations safety, security programs, annual safety goals .