UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 1, 2024, Spirit Airlines, Inc. (“Spirit” or the “Company”) announced the appointment of Frederick A. Cromer as Executive Vice President and Chief Financial Officer of the Company, effective July 8, 2024.
Mr. Cromer, 60, brings three decades of experience in the aviation industry, with expertise in financial management, strategic planning, treasury and operations. He has held numerous executive positions over his career, most recently serving as Chief Executive Officer, and previously Chief Financial Officer, of Xwing, Inc., a fast-growing aviation technology company and pioneer in developing the world’s first autonomous regional cargo aircraft. Prior to Xwing, Mr. Cromer served as President of Bombardier Commercial Aircraft from 2015 to 2020, President of International Lease Finance Corporation from 2008 to 2015, and Chief Financial Officer and Vice President at ExpressJet Airlines from 1998 to 2008. Mr. Cromer received an A.B. in Economics from University of Michigan and an MBA in Finance from DePaul University.
In connection with Mr. Cromer’s appointment, the Company entered into an offer letter pursuant to which he will receive an annual base salary of $610,000. He will also be eligible for a target bonus of 100% of his annual base salary earned based on Company and individual performance. Mr. Cromer will receive a signing bonus of $200,000 (subject to applicable withholdings) and an initial long-term incentive (“LTI”) award of $1,000,000 in grant date value, comprised of 50% restricted stock units vesting in equal annual installments over three years and 50% in the form of time-based cash vesting in equal annual installments over three. Mr. Cromer will be eligible to receive annual LTI awards pursuant to the Spirit Airlines, Inc. 2024 Incentive Award Plan, with an annual target award value of $1,500,000.
The Company will provide Mr. Cromer with its standard form of indemnification agreement in the form filed as Exhibit 10.24 of Amendment No. 3 to the Company’s Form S-1/A filed with the Securities and Exchange Commission on November 19, 2010.
There are no arrangements or understandings between Mr. Cromer and any other person pursuant to which he was appointed. Mr. Cromer has no family relationship with any director or other executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Cromer has an interest requiring disclosure under Item 404(a) of Regulation S-K.
After conducting an extensive benchmarking analysis with the assistance of independent advisers, and in view of the restrictions on executive compensation in recent years due to limitations under the CARES Act and under the merger agreement with JetBlue, the Compensation Committee of the Company’s Board of Directors also approved adjustments to other named executive officers, effective July 1, 2024, as follows: (i) for Mr. Ted Christie, President and CEO, annual base salary will be increased to $950,000; (ii) for Mr. John Bendoraitis, Executive Vice President and Chief Operating Officer, annual base salary will increase to $650,000, annual target short-term incentive (“STI”) will increase to 100% of base salary, and annual target LTI grant value will increase to $1,500,000; (iii) for Mr. Matthew Klein, Executive Vice President and Chief Commercial Officer, annual base salary will increase to $525,000, annual target STI will increase to 100% of base salary, and annual target LTI grant value will increase to $1,250,000; and for Mr. Rocky Wiggins, Senior Vice President and Chief Information Officer, annual base salary will increase to $500,000, annual target STI will increase to 80% of base salary, and annual target LTI grant value will increase to $750,000.
| Item 7.01. | Regulation FD Disclosure. |
A public announcement regarding the foregoing appointment of Mr. Cromer described in Item 5.02 of this Current Report on Form 8-K, as well as regarding other executive appointments, was made by means of a press release on July 1, 2024, which is furnished herewith as Exhibit 99.1.
The information included under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Frederick A. Cromer Offer Letter | |
| 99.1 | Press Release, dated July 1, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 1, 2024 | SPIRIT AIRLINES, INC. | |||||
| By: | /s/ Thomas Canfield | |||||
| Name: | Thomas Canfield | |||||
| Title: | Senior Vice President and General Counsel | |||||