Frontier Group names new director Barron Steele

Frontier Group Holdings, Inc. reported that director Andrew Broderick will resign from its Board effective June 15, 2026, and stated his departure is not due to any disagreement over operations, policies, or practices.

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. reported that director Andrew Broderick will resign from its Board effective June 15, 2026, and stated his departure is not due to any disagreement over operations, policies, or practices. The Board has appointed Barron Steele as a Class II director, effective the same date, with a term running until the 2029 annual meeting of stockholders. He will serve on the Finance Committee and the Safety & Security Committee.

As a non-employee director, Steele will receive annual cash compensation of $100,000, paid quarterly and prorated for his service, plus an initial restricted stock unit award based on a $160,000 value prorated from his appointment through May 14, 2027. The initial award will vest on the earlier of one year from grant or immediately before the next annual stockholders’ meeting, subject to continued Board service. The company notes there are no special arrangements behind his selection, no family relationships with existing leadership, and he is expected to sign the standard indemnification agreement.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Effective resignation date: June 15, 2026 Director term end: 2029 annual meeting Annual director cash compensation: $100,000 +2 more

5 metrics

Effective resignation date June 15, 2026 Andrew Broderick resignation from Board

Director term end 2029 annual meeting Initial term for Barron Steele as Class II director

Annual director cash compensation $100,000 Non-employee director cash retainer for Board service

Initial RSU grant reference value $160,000 Prorated RSU initial award for Steele based on days to May 14, 2027

Director age 37 Age of new director Barron Steele

Key Terms

Non-Employee Director Compensation Program, restricted stock units, Finance Committee, Safety & Security Committee, +1 more

5 terms

Non-Employee Director Compensation Program financial

"As a non-employee director, Mr. Steele will be compensated for his service in accordance with the Company’s Non-Employee Director Compensation Program"

restricted stock units financial

"Mr. Steele will also receive an initial award of restricted stock units with a value equal to $160,000 multiplied by a fraction"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Finance Committee financial

"The Board has appointed Mr. Steele to its Finance Committee and Safety & Security Committee"

A finance committee is a small group of board members or senior managers tasked with overseeing an organization’s financial planning, budgeting, capital allocation and reporting. Think of it as the company’s household finance team that sets spending priorities, checks financial controls and advises on big investments; its quality and decisions matter to investors because they shape cash use, risk management and the credibility of financial information investors rely on.

Safety & Security Committee financial

"The Board has appointed Mr. Steele to its Finance Committee and Safety & Security Committee"

indemnification agreement regulatory

"Mr. Steele is expected to enter into the Company’s standard form of indemnification agreement"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Frontier Group Holdings (ULCC) announce?

Frontier Group Holdings announced that director Andrew Broderick will resign from its Board effective June 15, 2026, and that Barron Steele has been appointed a Class II director to fill the resulting vacancy and serve through the 2029 annual meeting.

Why is Frontier director Andrew Broderick resigning from ULCC’s board?

The company states Andrew Broderick’s departure from the Frontier Group Holdings Board is not due to any disagreement regarding the company’s operations, policies, or practices, indicating a routine transition rather than a conflict-driven change or dispute over strategic or governance matters.

Who is Barron Steele, the new director at Frontier Group Holdings (ULCC)?

Barron Steele, age 37, has been a Vice President at aviation-focused private equity firm Indigo Partners LLC since 2019 and has served on multiple aviation-related boards and as a board observer, bringing finance and sector experience to Frontier Group Holdings’ Board and committees.

How will Frontier’s new director Barron Steele be compensated?

As a non-employee director, Barron Steele will receive annual cash compensation of $100,000, paid quarterly and prorated, plus an initial restricted stock unit grant based on a $160,000 value prorated from his appointment date through May 14, 2027, subject to standard vesting conditions.

What board committees will Barron Steele join at Frontier Group Holdings (ULCC)?

Barron Steele will serve on Frontier Group Holdings’ Finance Committee and its Safety & Security Committee, effective June 15, 2026, aligning his aviation private equity and financial background with oversight of the company’s financial matters and core operational safety and security responsibilities.

Are there any related-party or family relationships for Frontier’s new director?

The company states there are no arrangements or understandings with other persons regarding Barron Steele’s selection, he has no family relationship with any director or executive officer, and he is not involved in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:15 PM EDT Learn about SEC filing dates

false 0001670076 0001670076 2026-06-09 2026-06-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 9, 2026

Frontier Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40304		46-3681866
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4545 Airport Way

Denver, CO 80239

(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
Common Stock, $0.001 par value per share		ULCC		The Nasdaq Stock Market LLC

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 June 9, 2026, Andrew Broderick announced his intention to resign from the Board of Directors (the “Board”) of Frontier Group Holdings, Inc. (the “Company”), effective June 15, 2026 (the “Effective Date”). Mr. Broderick’s departure as a director of the Company is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On June 9, 2026, the Board appointed Barron Steele to serve as a Class II director, effective as of the Effective Date, to serve for an initial term expiring at the Company’s 2029 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. Steele to its Finance Committee and Safety & Security Committee, effective as of the Effective Date. Mr. Steele was appointed to fill the vacancy on the Board resulting from the resignation of Mr. Broderick.

As a non-employee director, Mr. Steele 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. Steele 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. Steele will also receive an initial award of restricted stock units with a value equal to $160,000 multiplied by a fraction, the numerator of which is the number of days from and including his appointment until May 14, 2027, and the denominator of which is 365 (the “Initial Award”). The Initial 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 to his continued service on the Board through the vesting date.

Mr. Steele, age 37, has served as a Vice President at Indigo Partners LLC, a private equity firm focused on the aviation sector, since 2019. Mr. Steele serves on the Board of Directors of Andean Aircraft Management Ltd., and also serves as a board observer for JetSMART Holdings Ltd., CycloKinetics, Inc. and APiJET, Inc. Prior to joining Indigo Partners, Mr. Steele served as Chief of Staff to the Chief Executive Officer of Frontera Energy Corporation, from 2017 to 2018, where he also served as a board observer and member of the Project Investment Committee. Prior to Frontera Energy, Mr. Steele served as an Investment Banking Analyst at Acquest Advisors LLC from 2014 to 2017, and as an Analyst at Caddo Minerals, Inc. from 2013 to 2014. Mr. Steele received his M.S. in Finance from the McCombs School of Business at The University of Texas at Austin and his B.A. in Spanish from California Lutheran University.

There are no arrangements or understandings between Mr. Steele, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Steele was selected as a director. Mr. Steele 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. Steele 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.

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: June 12, 2026				By:		/s/ Howard M. Diamond
						Howard M. Diamond
						Executive Vice President, Legal and Corporate Affairs

Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB