Frontier Group (NASDAQ: ULCC) appoints Anthony Salcido to board, audit panel
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Frontier Group Holdings, Inc. appointed Anthony D. Salcido as a new Class II director effective February 5, 2026, increasing the Board from eleven to twelve members. He will serve until the 2026 annual stockholder meeting and has joined the Audit and Safety & Security Committees as an independent director.
As a non-employee director, Mr. Salcido will receive annual cash compensation of $100,000 and restricted stock unit (RSU) awards. His initial RSU grant equals $140,000 prorated from his appointment date to May 15, 2026, and future annual RSU awards will equal $160,000 divided by the Company’s stock closing price on each grant date, vesting after about one year, subject to continued service.
Mr. Salcido is a retired Chief Accounting Officer of Toyota Motors North America with extensive financial leadership and audit committee experience, and holds a B.S. in business administration from the University of Southern California. The Company notes there are no related-party arrangements or family relationships tied to his appointment.
Positive
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Insights
Routine board expansion adds an independent, audit-qualified director.
Frontier Group Holdings, Inc. is adding Anthony D. Salcido as a twelfth director and placing him on the Audit and Safety & Security Committees. His background as former Chief Accounting Officer of Toyota Motors North America aligns with oversight roles requiring strong accounting and financial expertise.
The compensation package—
This move modestly strengthens independent oversight, particularly in audit matters, but does not by itself signal a major strategic or financial shift. Future disclosures, such as committee reports and governance updates in the next annual meeting materials, will clarify how his expertise influences board-level decision-making.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 5, 2026
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(720 ) 374-4550
(Address of principal executive offices, including zip code, and Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2026, the Board of Directors (the “Board”) of Frontier Group Holdings, Inc. (the “Company”) appointed Anthony D. Salcido to serve as a Class II director, effective as of February 5, 2026, to serve for an initial term expiring at the Company’s 2026 annual meeting of stockholders and until his successor has been elected and qualified or until his earlier death, resignation or removal. The Board has appointed Mr. Salcido to its Audit Committee and Safety & Security Committee, effective immediately. Mr. Salcido is an independent director under the applicable Securities and Exchange Commission rules, Rule 10A-3 under the Securities and Exchange Act of 1934, as amended, and the Nasdaq Stock Market rules (the “Nasdaq Rules”) and satisfies all the requirements under the Nasdaq Rules regarding service and qualifications as a member of the Audit Committee. Mr. Salcido was appointed to a newly created vacancy on the Board resulting from an increase in the size of the Board from eleven to twelve directors.
As a non-employee director, Mr. Salcido will be compensated for his service in accordance with the Company’s Non-Employee Director Compensation Program (as amended, the “Non-Employee Director Compensation Program”). Pursuant to the Non-Employee Director Compensation Program, Mr. Salcido will receive annual cash compensation of $100,000 for his service as a member of the Board (paid quarterly in arrears and prorated based on the portion of days actually served in the applicable quarter). Mr. Salcido will also receive (i) an initial award of restricted stock units (“RSUs”) equal to $140,000 multiplied by a fraction, the numerator of which is the number of days from and including his appointment until May 15, 2026, and the denominator of which is 365 (the “Initial Award”) and (ii) an annual award of RSUs granted on the date of each annual meeting of the Company’s stockholders, equaling $160,000 divided by the closing price of the Company’s common stock on the grant date (the “Annual Award”). Each of the Initial Award and Annual Award will vest in full on the earlier of the first anniversary of the grant date and immediately prior to the next annual meeting of the Company’s stockholders after the grant date, subject in each case to his continued service on the Board through the vesting date.
Mr. Salcido, age 65, served as the Chief Accounting Officer of Toyota Motors North America from June 2017 until his retirement in July 2019, after previously serving in various senior financial positions within Toyota since January 2005. He currently serves on the Board of Trustees and as Finance Committee Chair for Social and Public Art Resource Center and previously served on the Board of Trustees and as Audit Committee Chair of the Hispanic Scholarship Fund from January 2008 to September 2021 and as Audit Committee Chair of Toyota Motors Credit Corporation from January 2011 to July 2019. Mr. Salcido holds a B.S. in business administration from the University of Southern California and is a Certified Public Accountant (inactive).
There are no arrangements or understandings between Mr. Salcido, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Salcido was selected as a director. Mr. Salcido has no family relationship with any director or executive officer of the Company and is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Salcido is expected to enter into the Company’s standard form of indemnification agreement in the form filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-254004), filed with the Securities and Exchange Commission on March 8, 2021.
A copy of the press release announcing the appointment of Mr. Salcido to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | Press Release, dated February 9, 2026 | |||||||
| 104.1 | Cover page interactive data file (embedded within the Inline XBRL document). | |||||||
SIGNATURE
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.
| FRONTIER GROUP HOLDINGS, INC. | |||||||||||
Date: February 9, 2026 | By: | /s/ Howard M. Diamond | |||||||||
| Howard M. Diamond | |||||||||||
| Executive Vice President, Legal and Corporate Affairs | |||||||||||
Frontier Group Holdings, Inc. Announces New Board Member
DENVER – Feb. 9, 2026 - Frontier Group Holdings, Inc. (NASDAQ: ULCC), parent company of Frontier Airlines, Inc., today announced the appointment of Anthony Salcido to the company’s Board of Directors.
“We are very pleased to have Mr. Salcido join the Frontier Board of Directors,” said William A. Franke, chairman of Frontier Group Holdings, Inc. “His deep experience in corporate financial leadership and other key areas of financial discipline will be of tremendous benefit to our organization.”
Mr. Salcido served as the Chief Accounting Officer of Toyota Motors North America from June 2017 until his retirement in July 2019, after previously serving in various senior financial positions within Toyota since January 2005. He currently serves on the Board of Trustees and as Finance Committee Chair for Social and Public Art Resource Center, a Los Angeles-based organization whose mission is to preserve, protect and promote socially relevant artwork. Mr. Salcido also served on the Board of Trustees and as Audit Committee Chair of the Hispanic Scholarship Fund from January 2008 to September 2021. He served as Audit Committee Chair of Toyota Motors Credit Corporation from January 2011 to July 2019.
He holds a B.S. in business administration from the University of Southern California and is a Certified Public Accountant (inactive).
About Frontier Airlines
Frontier Airlines, Inc. (NASDAQ: ULCC) is committed to delivering Low Fares Done Right. Headquartered in Denver, Frontier operates one of the youngest and most fuel-efficient fleets in the U.S. With its expanding network, America’s best value loyalty program, and bold new product offerings, Frontier is redefining low-fare travel and building the New Frontier as America’s Low Fare Airline.
Contacts:
Corporate Communications
Jennifer F. de la Cruz
Email: JenniferF.Delacruz@flyfrontier.com
Phone: 720.374.4207
Investor Relations
David Erdman
Email: David.Erdman@flyfrontier.com
Phone: 720.798.5886
FAQ
What did Frontier Group Holdings (ULCC) announce in this 8-K filing?
Frontier Group Holdings announced the appointment of Anthony D. Salcido as a Class II director, effective February 5, 2026. He joins the Audit and Safety & Security Committees and will serve until the 2026 annual stockholder meeting, expanding the Board from eleven to twelve members.
What committees will Anthony D. Salcido serve on at Frontier Group Holdings (ULCC)?
Anthony D. Salcido has been appointed to Frontier’s Audit Committee and Safety & Security Committee. He qualifies as an independent director under SEC and Nasdaq rules, and meets all Nasdaq requirements for audit committee membership, reinforcing financial and safety oversight at the board level.
How will new director Anthony D. Salcido be compensated by Frontier Group Holdings (ULCC)?
As a non-employee director, Anthony D. Salcido will receive annual cash compensation of $100,000 paid quarterly. He will also receive an initial prorated RSU award based on $140,000 and recurring annual RSU awards valued at $160,000, vesting after about one year of continued board service.
What is Anthony D. Salcido’s professional background before joining the Frontier (ULCC) board?
Anthony D. Salcido previously served as Chief Accounting Officer of Toyota Motors North America from June 2017 to July 2019, after senior financial roles there since 2005. He also has extensive nonprofit and financial oversight experience, including audit committee leadership, and is a Certified Public Accountant (inactive).
Is Anthony D. Salcido independent from Frontier Group Holdings (ULCC) management?
Yes. The company states that Anthony D. Salcido is an independent director under SEC and Nasdaq rules. He has no family relationships with Frontier directors or officers and is not involved in any related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.
Does the appointment of Anthony D. Salcido affect the size of Frontier’s (ULCC) Board?
Yes. Anthony D. Salcido fills a newly created vacancy resulting from increasing the Board size from eleven to twelve directors. His role as an additional independent director enhances board capacity without replacing any existing member or altering previously disclosed board classifications.
Filing Exhibits & Attachments
4 documents
Frontier Group Holdings, Inc.