DEF 14A: Sun Country Airlines Holdings, Inc. Announces 2024 Annual Meeting of Stockholders
Proxy Statement
Sun Country Airlines Holdings, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 12, 2024, to vote on director elections, executive compensation, and auditor ratification.
Summary
- Sun Country Airlines Holdings, Inc. is holding its Annual Meeting of Stockholders virtually on June 12, 2024.
- Stockholders will vote on the reelection of three Class III directors (Jude Bricker, Dave Davis, and Kerry Philipovitch) for terms expiring in 2027.
- There will be a non-binding advisory vote on the frequency of future advisory votes on executive compensation.
- Stockholders will also vote on a non-binding advisory basis to approve the compensation of the company's named executive officers.
- The meeting will include a vote to ratify the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
- Holders of common stock as of April 15, 2024, are entitled to vote.
- Sun Country recorded the highest pre-tax margin of all 11 public mainline carriers in 2023.
- In 2023, Sun Country flew more than 3.4 million passengers and had over 26,250 departures.
- The company produced over $1 billion in revenue for the first time in its 41-year history in 2023.
- In April 2023, Sun Country acquired five 737-900ERs and two 737-800s, increasing the fleet to 63 aircraft.
Sentiment
Score: 8
Explanation: The document presents a positive outlook for Sun Country Airlines, highlighting strong financial performance, growth initiatives, and customer experience improvements. The tone is optimistic and confident, reflecting the company's success in 2023 and its plans for future growth.
Positives
- Sun Country achieved the highest pre-tax margin of all 11 public mainline carriers in 2023.
- The company had a 99% completion factor, ranking top among domestic airlines.
- Sun Country flew more than 3.4 million passengers and had over 26,250 departures in 2023.
- The company produced over $1 billion in revenue for the first time in its 41-year history.
- Sun Country launched 14 new summer routes in 2023 and announced 10 new routes starting in summer 2024.
- The company won a global award from SKYTRAX for the Best Low-Cost Carrier in North America at the 2023 World Airline Awards.
- The company acquired five 737-900ERs and two 737-800s in 2023, increasing the fleet to 63 aircraft with no incremental capital outlays.
- New automation tools and baggage scanning have improved customer experience and cost efficiency.
- The upcoming mobile app will further enhance the customer experience.
Risks
- The proxy statement contains forward-looking statements that involve risks and uncertainties, and actual results could differ materially.
- The company's ability to make payments under the income tax receivable agreement depends on the ability of its subsidiaries to make distributions, which may be restricted by debt agreements or government programs.
- If the company breaches its obligations under the income tax receivable agreement, it could be required to make substantial payments that exceed its actual cash tax savings.
Future Outlook
The company sees significant growth opportunities for its scheduled service during peak months and continues to increase charter flying in months of reduced demand. Cargo services contribute significant stability with consistent flying through all seasons and economic environments. The company launched 10 new routes that are starting up in summer 2024.
Management Comments
- Sun Country is committed to doing the right thing for our shareholders, customers and team members.
- We believe we deliver great value through our low fares, nonstop service to popular destinations, and an on-board experience that exceeds our low-cost competitors.
- We are focused on value creation in each of our lines of business.
Industry Context
Sun Country's performance is compared to other public mainline carriers and domestic airlines, highlighting its competitive position in terms of pre-tax margin and completion factor.
Comparison to Industry Standards
- Sun Country's pre-tax margin was the highest among 11 public mainline carriers.
- The company's 99% completion factor ranked top among domestic airlines.
- The company competes with Allegiant, Frontier, Alaska, Hawaiian, JetBlue and Spirit airlines.
Related Party Transactions
- We use Anuvu Corporation (Anuvu), a provider of media, content, connectivity, and data analytics, as an in-flight Wi-Fi provider for a select few of our aircraft.
- Anuvu is partially owned by investment funds managed by affiliates of Apollo.
- We expensed approximately $203,000 for services with Anuvu in 2023, which services were provided on an arms length basis.
Stakeholder Impact
- Shareholders: The company's performance and strategic decisions directly impact shareholder value.
- Customers: Investments in customer experience improvements aim to enhance satisfaction and loyalty.
- Employees: The company's success and growth initiatives affect employee opportunities and job security.
- Community: Sun Country supports various community initiatives, including Make-A-Wish Minnesota and the Hennepin Theatre Trust Spotlight Education program.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will continue to invest in customer experience improvements, including the launch of a new mobile app.
- Sun Country will induct five 737-900ERs into its passenger fleet beginning in late 2024 and continuing through 2025.
- The company will continue to look for ways to reduce the amount of jet fuel we consume.
Key Dates
| Date | Description |
|---|---|
| 2017-07-01 | Jude Bricker has served as our Chief Executive Officer since July 2017 |
| 2018-04-01 | Jude Bricker has served as a member of our Board of Directors since April 2018. |
| 2018-04-11 | Sun Country entered into an employment agreement with Jude Bricker to serve as Chief Executive Officer of the Company, dated as of April 11, 2023. |
| 2018-05-16 | SCA Acquisition Holdings, LLC entered into the Amended and Restated Stockholders Agreement on May 16, 2018 |
| 2019-05-01 | Grant Whitney has served as our Chief Revenue Officer since May 2019. |
| 2019-06-03 | Gregory Mays has served as our Chief Operating Officer since June 3, 2019. |
| 2020-01-31 | The Stockholders Agreement was amended and restated to reflect the Apollo Stockholders acquisition of SCA common stock from Stock AIV and our conversion to a corporation. |
| 2020-12-01 | Kerry Philipovitch has been a member of our Board of Directors since December 2020. |
| 2021-03-19 | We entered into a registration rights agreement and an income tax receivable agreement on March 19, 2021. |
| 2021-04-01 | Thomas C. Kennedy has been a member of our Board of Directors since April 2021. |
| 2021-12-01 | Marion Blakey has been a member of our Board of Directors since December 2021. |
| 2022-04-01 | Patrick OKeeffe has been a member of our Board of Directors since April 2022. |
| 2022-07-01 | Rose Neale is Sun Countrys General Counsel and Senior Vice President. Prior to being named General Counsel in July 2022, Ms. Neale was Associate General Counsel and Vice President. |
| 2022-10-01 | Jennifer Vogel has been a member of our Board of Directors since October 2022. |
| 2023-01-01 | Gail Peterson has been a member of our Board of Directors since January 2023. |
| 2023-03-01 | Jennifer Vogel has served as our Chair since March 2023. |
| 2023-04-01 | In April 2023, we acquired five 737-900ERs which will remain out on operating lease until they are inducted into our passenger fleet beginning in late 2024 and continuing through 2025. |
| 2023-04-11 | Sun Country entered into an employment agreement with Dave Davis to serve as President and Chief Financial Officer, effective as of April 11, 2023. |
| 2023-04-29 | The Notice of Internet Availability of Proxy Materials is being mailed to our stockholders on or about April 29, 2024. |
| 2023-05-08 | The Compensation and Human Resources Committee granted RSUs to the NEOs having the grant date values shown in the table below: Named Executive Officer Grant Award Value of 2023LTI ($) Jude Bricker $ 1,500,000 Dave Davis $ 370,000 Gregory Mays $ 387,500 Eric Levenhagen $ 172,500 Rose Neale $ 172,500 Grant Whitney $ 172,500 |
| 2023-06-01 | Gregory Mays has served as our Chief Operating Officer since June 2019. |
| 2023-07-01 | Sun Country entered into an employment letter with Eric Levenhagen to serve as Senior Vice President and Chief Human Resources Officer, effective as of July 1, 2023, on an at-will basis. |
| 2023-08-01 | In August of 2023, the Compensation and Human Resources Committee, in consultation with the committees independent compensation consultant, recommended, and the Board of Directors approved, adjustments to the non-employee compensation program, which became effective for the period beginning August 1, 2023 |
| 2024-01-01 | In January 2024, the Compensation and Human Resources Committee approved a 2024 LTI program consisting of both RSUs and performance-based restricted stock units (PSUs). |
| 2024-04-15 | Holders of the Company's common stock, par value $0.01 per share (common stock), of record at close of business on April 15, 2024, are entitled to notice of, and to vote at, the Annual Meeting or any postponements or adjournments thereof. |
| 2024-04-29 | By order of the Board of Directors, /s/ Rose Neale Senior Vice President, General Counsel and Secretary April 29, 2024 |
| 2024-06-12 | The Annual Meeting will be held virtually on June 12, 2024, at 9:00 a.m. Central Time. |
Keywords
Annual Meeting, Stockholders, Proxy Statement, Executive Compensation, Board of Directors, Director Election, KPMG, Audit Committee, Sun Country Airlines, Airline Industry
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