Zachary Lazar
About Zachary Lazar
Zachary Lazar, age 34, is a Class III director of Wheels Up Experience Inc. (UP) and serves on the Compensation Committee; he has been a director since September 2023, designated by CK Wheels under the Investor Rights Agreement . Lazar is deemed independent under NYSE rules, and the Compensation Committee explicitly comprises independent, non‑employee directors . He is a Managing Director at Certares Management LLC; previously he was an analyst at TMG Partners LP and Credit Suisse; he holds a bachelor’s degree in history from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Certares Management LLC | Managing Director | Apr 2016 – present | Travel and leisure investing expertise supporting UP’s strategic oversight |
| TMG Partners LP | Analyst | Jun 2014 – Apr 2016 | Financial/analytical experience |
| Credit Suisse | Investment Banking Analyst (TMT) | Jul 2013 – Jun 2014 | M&A and capital markets exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Certares Management LLC | Managing Director | Apr 2016 – present | Certares is co‑investment advisor to CK Wheels, a major UP shareholder |
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Independent director under NYSE rules; Compensation Committee is fully independent .
- Attendance: In 2024, the Board met 10 times; Compensation Committee met 4 times; all incumbent directors attended at least 75% of meetings of the Board and their committees; 11 of 12 directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet regularly in executive session chaired by the independent Chairperson of the Board .
| Committee | Member | Chair | Notes |
|---|---|---|---|
| Compensation | Yes | No | Committee members: Adam Zirkin (Chair), Zachary Lazar, Gregory Summe; all independent |
| Audit | No | — | Audit Committee comprises independent directors |
| Nominating & ESG | No | — | Independent directors |
| Safety & Security | No | — | Non‑employee directors |
Fixed Compensation
Non‑Compensated Director: Lazar received no cash retainers, equity awards, or flight hours in 2024 because directors who are or were employees of CK Wheels (or its affiliates) are not compensated for board service .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Non‑Compensated Directors received none |
| Committee chair/member fees | $0 | Non‑Compensated Directors received none |
| Flight hours (perquisite) | $0 | Non‑Compensated Directors did not receive flight hours |
Reference for eligible director program (not applicable to Lazar): Annual cash retainer $50,000; Chair adders $35,000 (Board), $15,000 (Audit), $10,000 (Comp/Nominating/Safety); RSU grant policy $175,000 grant‑date value; annual flight hours value $84,400 .
Performance Compensation
No RSUs/PSUs/options were granted to Lazar for 2024 board service due to Non‑Compensated status .
| Metric | Target/Structure | 2024 Lazar Status |
|---|---|---|
| Director RSU annual grant | $175,000 grant‑date fair value for Eligible Directors | Not applicable; none granted |
| Options | Not typical in director program | None disclosed |
| Vesting/Clawback | LTIP awards subject to clawback per Recoupment Policy | Not applicable |
Other Directorships & Interlocks
| Entity | Relationship | Governance Consideration |
|---|---|---|
| CK Wheels LLC | Designated Lazar to UP Board; CK Wheels owned ~36.9% of UP as of record date (with voting limitations) | Investor Rights Agreement grants CK Wheels director designation/removal rights; potential influence over board composition |
| Certares & Knighthead | Discounted flight services available to limited executives via Member Services Agreements (not less than direct operating cost) | Related‑party exposure; need monitoring by Audit Committee |
Expertise & Qualifications
- Finance and investing in travel/leisure; private equity/credit perspective via Certares .
- TMT investment banking background (M&A, debt/equity financing) .
- Service on the Compensation Committee aligns with financial acumen; committee assisted by independent consultant WTW for benchmarking/structure .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Zachary Lazar | — (none disclosed) | — | Table lists no shares for Lazar as of record date |
No pledging/hedging or ownership guideline compliance is disclosed for Lazar; UP’s director stock ownership guidelines are not enumerated in the proxy; non‑employee director award cap is $375,000 total value per year .
Governance Assessment
- Alignment: Lazar holds no disclosed UP equity and receives no director compensation or flight hours, limiting “skin‑in‑the‑game” alignment; however, independence under NYSE rules and committee independence are affirmed .
- Committee effectiveness: Compensation Committee uses an independent consultant (WTW); this supports governance quality for pay decisions .
- Conflicts: As a CK Wheels designee and Certares MD, Lazar is affiliated with a major investor; UP also provides discounted flight services to limited Certares/Knighthead executives, representing related‑party exposure that requires Audit Committee oversight .
- Attendance/engagement: Board/committee workloads were substantial in 2024; all incumbents met at least 75% attendance, indicating baseline engagement .
- Board structure: Investor Rights Agreement enables investor designation/removal of directors and shapes a 12‑member classified board; while legal, it concentrates influence among large holders (CK Wheels/Delta/CIH) and warrants monitoring for minority shareholder protections .
RED FLAGS
- Limited ownership alignment: No disclosed personal UP shareholdings for Lazar .
- Investor affiliation + comp committee seat: CK Wheels designee on Compensation Committee may raise perceived conflict risks despite formal independence; ensure robust recusals and transparent processes .
- Related‑party exposure: Discounted services to Certares/Knighthead executives; ensure consistent application of related‑party policy and Audit Committee review .