Frontier Group (ULCC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2025, at 9:30 a.m. MDT, with record date March 21, 2025.

• Four Class I directors are nominated for election to serve until 2028.

• Proposals include amending the certificate of incorporation, ratifying the auditor, and a say-on-pay vote.

• Shareholders can vote online, by phone, or by mail, and may submit questions during the meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect four Class I directors (William A. Franke, Josh T. Connor, Patricia Salas Pineda, Nancy L. Lipson).

• Proposal 2: Amend and restate the certificate of incorporation to provide officer exculpation and reflect loss of controlled company status.

• Proposal 3: Ratify Ernst & Young LLP as independent auditor for 2025.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 12 directors divided into three classes with staggered three-year terms.

• Eight directors are independent per Nasdaq rules; lead independent director is Robert J. Genise.

• Committees: Audit, Compensation, Finance, Nominating and Corporate Governance, Safety and Security.

• Board met six times in 2024; all directors attended at least 75% of meetings.

• Director compensation includes cash, RSUs, and travel benefits; stock ownership guidelines require $350,000 in stock within five years.