PAY VERSUS PERFORMANCE

Pay vs Performance [Table Text Block]

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

GAAP Pre-tax Margin

			Average Summary	Average	Value of Initial Fixed $100 Investment Based on:
Fiscal Year	Summary Compensation Table Total for PEO ($)⁽¹⁾	Compensation Actually Paid to PEO ($)⁽¹⁾⁽²⁾	Compensation Table Total for non-PEO NEOs ($)⁽¹⁾	Compensation Actually Paid to non-PEO NEOs ($)⁽¹⁾⁽²⁾	Total Shareholder Return ($)	Peer Group Total Shareholder Return ($)⁽³⁾	Net Income ($ millions)	GAAP Pre-tax Margin (%)⁽⁴⁾
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2023	10,779,926	10,895,439	5,767,245	5,220,384	29.65	61.60	(310)	-3.5
2022	3,457,274	1,855,782	1,430,804	970,779	34.62	48.03	(362)	-4.8
2021	3,449,755	3,439,434	1,353,013	975,734	76.07	74.24	(182)	-4.4
2020	2,063,189	(953,474)	1,233,835	345,925	77.67	75.55	(1,356)	-64.0

(1)
(2)

(3)
(4)

(1)

Our principal executive officer (PEO) for 2020-2023 is Robin Hayes. The non-PEO named executive officers reflected in columns (d) and (e) include the following individuals: Ursula Hurley (2021-2023), Joanna Geraghty (2020-2023), Carol Clements (2021-2023), Brandon Nelson (2020-2023), Stephen Priest (2020-2021) and Easwaran Sundaram (2020).

(2)

The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.

PEO SCT Total to CAP Reconciliation

Fiscal Year	2023 ($)
SCT Total	10,779,926
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year	(5,449,979	)
+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year	3,791,377
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years	960,484
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	80,937
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	732,694
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	0
*Compensation Actually Paid*	*10,895,439*

*Non-PEO NEO Average SCT Total to Average CAP Reconciliation*

Fiscal Year	2023 ($)
Average SCT Total	5,767,245
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year	(3,328,112	)
+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year	2,350,093
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years	205,957
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	0
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	225,200
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	0
*Average Compensation Actually Paid*	*5,220,384*

(3)	The Peer Group for which Total Shareholder Return is provided in column (g) is the NYSE Arca Airline Index.
(4)	Pre-tax Margin calculated using GAAP figures.

Company Selected Measure Name

GAAP Pre-tax Margin

Named Executive Officers, Footnote [Text Block]

(1)

Peer Group Issuers, Footnote [Text Block]

The Peer Group for which Total Shareholder Return is provided in column (g) is the NYSE Arca Airline Index.

PEO Total Compensation Amount

^[1]

$ 10,779,926

$ 3,457,274

$ 3,449,755

$ 2,063,189

PEO Actually Paid Compensation Amount

^[1],[2]

$ 10,895,439

1,855,782

3,439,434

(953,474)

Adjustment To PEO Compensation, Footnote [Text Block]

PEO SCT Total to CAP Reconciliation

Fiscal Year	2023 ($)
SCT Total	10,779,926
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year	(5,449,979	)
+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year	3,791,377
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years	960,484
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	80,937
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	732,694
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	0
*Compensation Actually Paid*	*10,895,439*

Non-PEO NEO Average Total Compensation Amount

^[1]

$ 5,767,245

1,430,804

1,353,013

1,233,835

Non-PEO NEO Average Compensation Actually Paid Amount

^[1],[2]

$ 5,220,384

970,779

975,734

345,925

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

*Non-PEO NEO Average SCT Total to Average CAP Reconciliation*

Fiscal Year	2023 ($)
Average SCT Total	5,767,245
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year	(3,328,112	)
+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year	2,350,093
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years	205,957
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	0
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	225,200
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	0
*Average Compensation Actually Paid*	*5,220,384*

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

The chart below illustrates the relationship between the PEO and average Non-PEO CAP amounts and the Company’s and Peer Group’s TSR during the period 2020-2023.

Compensation Actually Paid vs. Net Income [Text Block]

The charts below illustrate the relationship between the PEO and Non-PEO CAP amounts and the Company’s Net Income and Pre-tax Margin during the period 2020-2023.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

The charts below illustrate the relationship between the PEO and Non-PEO CAP amounts and the Company’s Net Income and Pre-tax Margin during the period 2020-2023.

Total Shareholder Return Vs Peer Group [Text Block]

The chart below illustrates the relationship between the PEO and average Non-PEO CAP amounts and the Company’s and Peer Group’s TSR during the period 2020-2023.

Tabular List [Table Text Block]

Tabular List of Most Important Performance Measures

The five items listed below represent the most important performance metrics we used to determine CAP for FY2023 as further described in our Compensation Discussion and Analysis within the sections titled “Annual Cash Incentive Awards” and “Long-Term Equity Awards.”

Most Important Performance Measures

■ Absolute Pre-Tax Margin

■ Relative Pre-Tax Margin

■ Controllable Costs

■ Crewmember WOW

■ On-time Performance

Total Shareholder Return Amount

$ 29.65

34.62

76.07

77.67

Peer Group Total Shareholder Return Amount

^[3]

61.60

48.03

74.24

75.55

Net Income (Loss) Attributable to Parent

$ (310,000,000)

$ (362,000,000)

$ (182,000,000)

$ (1,356,000,000)

Company Selected Measure Amount

^[4]

(0.035)

(0.048)

(0.044)

(0.640)

PEO Name

Robin Hayes

Measure [Axis]: 1

Absolute Pre-Tax Margin

Measure [Axis]: 2

Relative Pre-Tax Margin

Measure [Axis]: 3

Controllable Costs

Measure [Axis]: 4

Crewmember WOW

Measure [Axis]: 5

PEO [Member] | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year

On-time Performance

PEO [Member] | + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year

$ (5,449,979)

PEO [Member] | ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years

3,791,377

PEO [Member] | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year

960,484

PEO [Member] | ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year

80,937

PEO [Member] | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year

732,694

Non-PEO NEO [Member] | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year

Non-PEO NEO [Member] | + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year

(3,328,112)

Non-PEO NEO [Member] | ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years

2,350,093

Non-PEO NEO [Member] | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year

205,957

Non-PEO NEO [Member] | ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year

Non-PEO NEO [Member] | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year

225,200