Timothy Armstrong
About Timothy Armstrong
Timothy Armstrong, 54, is an independent Class II director at Wheels Up Experience Inc. (UP) and has served on the Board since April 2019. He is Founder and CEO of the dtx company (Flowcode/Flowpage), and previously served as CEO/Chair of AOL and CEO of Verizon’s Oath, following senior roles at Google from 2000–2009. He holds bachelor’s degrees in Economics and Sociology from Connecticut College.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| dtx company (Flowcode/Flowpage) | Founder & CEO | Feb 2019–present | Direct-to-consumer enablement leadership |
| AOL | Chair & CEO | Mar 2009–Sep 2018 | Led transformation; later oversaw Oath post Verizon deal |
| Oath (Verizon Media) | CEO | 2015–2018 | Integrated Yahoo! and AOL assets |
| President, Americas Operations; SVP | 2000–2009 | Built U.S. commercial operations | |
| Snowball.com | VP, Sales & Strategic Partnerships | Prior to 2000 | Digital media commercialization |
| ABC/ESPN Internet Ventures (Starwave/Disney) | Director, Integrated Sales & Marketing | Prior to 2000 | Digital sports/entertainment marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BrandFolder, Inc. | Director | Mar 2019–present | Digital asset management software |
| Booking Holdings Inc. (NASDAQ: BKNG) | Director | Jan 2013–Jun 2023 | Global online travel; tenure ended in 2023 |
| Greenwich Academy | Chair of Trustees | Ongoing | Non-profit education governance |
| USA Olympic & Para-Olympic Foundation | Trustee | Ongoing | Sports philanthropy governance |
Board Governance
- Independence: Armstrong qualifies as an independent director under NYSE rules.
- Committee memberships: Audit Committee member; Nominating & ESG Committee member.
- Attendance/engagement: In 2024, the Board met 10 times; Audit 7; Comp 4; Nominating & ESG 4; Safety & Security 4. All incumbent directors attended at least 75% of meetings; 11 of 12 attended the 2024 annual meeting.
- Tenure: Director since April 2019; current Class II term runs to the 2026 annual meeting.
- Governance processes: Non-employee directors hold regular executive sessions chaired by the independent Board Chair (Adam Zirkin).
Fixed Compensation (Director)
| Component (FY 2024) | Amount/Detail |
|---|---|
| Annual cash retainer | $50,000 |
| Committee/Chair fees | None disclosed for Armstrong (not a chair) |
| Meeting fees | None (program does not pay per-meeting fees) |
| Annual flight hours entitlement | $84,400 value (approx. 25 hours King Air 350i; class-rate adjusted if flying different cabin) |
| Flight hours awarded/used | Awarded: 18.9 hours; Used: 35.3 hours in 2024 |
| Incremental aircraft use cost | $189,322 (reported as “all other compensation”) |
Total director compensation for 2024: $740,250 (Cash $50,000; Stock awards $500,928; Other $189,322).
Performance Compensation (Director)
| Equity Awards (FY 2024) | Grant Date | Shares | Vesting |
|---|---|---|---|
| RSUs (annual grant) | Jun 6, 2024 | 43,533 | Quarterly: 21,766 vested on Mar 6, 2025; 21,767 scheduled to vest on Jun 6, 2025, subject to continued service |
| RSUs (catch-up grant for 2023–2024 service) | Jan 2024 | Not disclosed (value included) | Vested by 2024 annual meeting per program |
- Total 2024 director stock awards (fair value): $500,928.
- No performance-based metrics apply to director equity; RSUs vest time-based per the director program.
Other Directorships & Interlocks
| Company | Relationship to Wheels Up | Potential Interlock/Conflict |
|---|---|---|
| Booking Holdings Inc. (former) | None disclosed | No direct supplier/customer link disclosed; prior board service ended 2023 |
| BrandFolder, Inc. | None disclosed | Private SaaS; no disclosed UP transaction |
| dtx (Flowcode/Flowpage) | None disclosed | No related-party transactions with UP noted – |
No related-party transactions involving Armstrong were disclosed; UP’s related-party section focuses on Delta/CK Wheels/CIH and financing/benefits agreements. –
Expertise & Qualifications
- Digital/media and commercialization expert; former CEO of AOL and Oath; senior Google operating leader.
- Governance experience across public company boards, private companies, and non-profits.
- Member of UP’s Audit and Nominating & ESG committees; financially literate per Audit Committee composition.
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 300,882 | <1% of outstanding shares (star denotes <1%) – |
| Direct holdings | 165,937 | Held directly |
| Via entities | 101,671 | 100,771 (Polar Capital Group, LLC); 900 (Armstrong Family Investment, LLC) |
| RSUs vesting within 60 days of record date | 21,766 | Counted in beneficial ownership |
| Options exercisable within 60 days | 4,603 | WUP Option Plan options |
| Profits interests exchangeable within 60 days | 6,905 | Exchange for Common Stock; value depends on share price at exchange |
| Anti-hedging/pledging policy | Prohibits hedging and pledging by directors/officers | Company policy restricts hedging, pledging, short selling, and derivative trades in UP stock |
Governance Assessment
- Strengths: Independent status; dual committee roles (Audit and Nominating & ESG); strong digital operating background; attendance at or above 75% threshold; anti-hedging/anti-pledging policy in place.
- Alignment: Meaningful share ownership (300,882 shares including near-term vesting RSUs/options), annual RSU grants, and time-based vesting create ongoing exposure to equity performance. –
- Watch items: High personal aircraft usage cost in 2024 ($189k incremental) may draw scrutiny on perquisites; director equity is time-based (no performance metrics), consistent with market practice but provides limited direct pay-for-performance linkage at the director level.
Notes on insider activity: The 2025 DEF 14A reports beneficial ownership and exercisable holdings but does not enumerate Form 4 transactions. If desired, we can pull the latest Form 4 filings for Armstrong to tabulate transaction history. –