Frontier Airlines names Michael Delehant COO
The board expects a $1,000,000 restricted-stock-unit award, and Delehant will also be eligible for an annual equity award estimated at $1,000,000.
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Rhea-AI Filing Summary
Frontier Group Holdings, Inc. (ULCC) appointed Michael Delehant as Executive Vice President, Chief Operating Officer of its subsidiary Frontier Airlines, effective November 30, 2026, his employment start date. His annual base salary is $575,000 and his target cash bonus is 90% of salary, prorated for 2026. The board expects to grant $1,000,000 in restricted stock units; he will also be eligible for an annual equity award estimated at $1,000,000. The initial award vests 25% on each anniversary of his start date; the annual award vests in three equal annual installments. Both are subject to continued employment.
Frontier will reimburse up to $150,000 in relocation expenses, repayable if he does not relocate to Denver or his employment ends on or before November 30, 2027. If Frontier Airlines terminates him without Cause, he is entitled, subject to conditions, to a lump sum equal to annual salary and target bonus; following a Change in Control, a qualifying termination within 12 months or a Good Reason resignation during that period instead carries twice that payment and full vesting of outstanding unvested equity. James Fenner was promoted to Senior Vice President and Chief Revenue Officer, Bobby Schroeter to Senior Vice President and Chief Marketing Officer; Trevor J. Stedke and Alexandre Clerc will leave effective November 13, 2026.
8-K Event Classification
Key Figures
Key Terms
restricted stock units financial
vesting financial
Change in Control technical
Good Reason technical
without Cause technical
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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.
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| 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:
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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. |
Appointment of Chief Operating Officer
On October 29, 2026, the Boards of Directors of Frontier Group Holdings, Inc. (the “Company”) and Frontier Airlines, Inc. (“Frontier”), a wholly-owned subsidiary of the Company, appointed Michael Delehant as Executive Vice President, Chief Operating Officer, effective upon the commencement of his employment on November 30, 2026 (the “Start Date”).
Mr. Delehant, age 55, brings more than two decades of executive airline experience, with a track record of leadership, strategy and corporate transformation. From April 2021 to August 2026, Mr. Delehant served at Wizz Air Holdings Plc (“Wizz Air”), most recently as Group Managing Director from October 2024 to August 2026, overseeing Wizz Air’s operational and commercial activities. He previously served at Wizz Air as Executive Vice President and Group Chief Operations Officer from April 2021 to September 2024. Prior to joining Wizz Air, Mr. Delehant served as Chief Strategy and Network Officer of Vueling Airlines, S.A., from November 2016 to March 2021, and before that held a series of leadership positions at Southwest Airlines Co. from 2002 to 2016. Mr. Delehant holds a Bachelor of Arts in Psychology from the University of Michigan and an M.B.A. from Southern Methodist University.
In connection with his appointment, Frontier and Mr. Delehant entered into an employment letter agreement dated October 29, 2026 (the “Employment Letter”). Under the terms of the Employment Letter, Mr. Delehant will receive an annual base salary of $575,000 and his target annual cash bonus opportunity will be 90% of his base salary, pro-rated for 2026. The Board of Directors of the Company expects to grant to Mr. Delehant a long-term incentive award under the Company’s 2021 Incentive Award Plan (the “Equity Plan”) consisting of $1,000,000 restricted stock units of the Company. The award will vest as to 25% of the underlying shares on each anniversary of Mr. Delehant’s Start Date, subject to his continued employment, and subject to acceleration if Mr. Delehant’s employment is terminated without Cause (as defined in the Employment Letter) during the twelve months following a Change in Control (as defined in the Equity Plan). Mr. Delehant also will be eligible to receive an annual equity award with an estimated value of $1,000,000, vesting in three equal annual installments, subject to his continued employment.
Mr. Delehant will commute to the Denver area but is expected to establish residence in the Denver area by January 31, 2027. Frontier will reimburse Mr. Delehant up to $150,000 in relocation expenses, repayable if he fails to relocate to the Denver area or his employment terminates on or before November 30, 2027.
If Frontier Airlines terminates Mr. Delehant’s employment without Cause, he will be entitled to a lump sum cash payment equal to his annual base salary and target bonus, subject to certain conditions. If such termination occurs within twelve months following a Change in Control, or if Mr. Delehant resigns for Good Reason (as defined in the Employment Letter) during such period, he will instead be entitled a lump sum cash payment equal to two times his annual base salary and target bonus and full vesting of his outstanding unvested equity awards. He will also be entitled to certain flight benefits.
The foregoing description of the Employment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Letter, a copy of which will be filed as an exhibit to the Company’s next report under the Exchange Act.
There are no arrangements or understandings between Mr. Delehant and any other person pursuant to which he was appointed, no family relationships between Mr. Delehant and any director or executive officer of the Company, and, except as described in this Current Report, no transactions involving Mr. Delehant requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Other Officer Changes
On November 2, 2026, the Company and Frontier notified each of Trevor J. Stedke, Senior Vice President, Operations and Alexandre Clerc, Senior Vice President, Customers that his employment would be terminated, effective November 13, 2026, in each case pursuant to the terms of his respective employment letter as a termination without Cause (as defined therein).
| Item 7.01. | Regulation FD Disclosure. |
On November 2, 2026, the Company issued a press release announcing Mr. Delehant’s appointment as Executive Vice President, Chief Operating Officer and other personnel changes. A copy of the press release is furnished as Exhibit 99.1 to this Report.
The information furnished under this Item 7.01, including Exhibit 99.1 to this Report, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Frontier Group Holdings, Inc., dated November 2, 2026. | |
| 104 | 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: November 2, 2026 | By: | /s/ Howard M. Diamond | ||||
| Name: Howard M. Diamond | ||||||
| Title: Executive Vice President, Legal and Corporate Affairs | ||||||
Exhibit 99.1
Frontier Airlines Announces Leadership Changes, Including Appointment of Michael
Delehant to Executive Vice President, Chief Operating Officer
DENVER – November 2, 2026—Frontier Airlines, Inc., a subsidiary of Frontier Group Holdings, Inc. (NASDAQ: ULCC), today announced the appointment of Michael Delehant as Executive Vice President, Chief Operating Officer, effective November 30, 2026. The company also announced several other changes to its leadership team.
In his new role, Delehant will oversee all aspects of operations and report to Frontier CEO Jimmy Dempsey.
Delehant brings deep airline leadership experience to the role, most recently serving as Group Managing Director of Wizz Air, where he oversaw the airline’s operational and commercial activities. His experience also includes senior leadership roles at Vueling, a Spanish low-cost carrier, where he most recently served as Chief Strategy and Network Officer, as well as a series of leadership positions at Southwest Airlines.
“Michael brings a wealth of airline experience across diverse commercial and operational disciplines, which will be instrumental as we continue growing our airline and executing against our strategic priorities,” said Dempsey.
Delehant holds a Bachelor of Arts in Psychology from the University of Michigan and an M.B.A. from Southern Methodist University.
The company also announced that James Fenner has been promoted to Senior Vice President and Chief Revenue Officer. His responsibilities include Pricing and Revenue Management, Loyalty and Network Planning. Fenner has served with Frontier for more than 10 years in a variety of leadership roles, most recently as Vice President of Revenue and Loyalty.
“James has been instrumental in driving the company’s revenue performance and helping advance our priorities in a variety of areas,” said Dempsey. “I am confident he will continue to play a critical role in the organization and am grateful for his continued commitment to Frontier.”
Bobby Schroeter will continue with Frontier in a new role as Senior Vice President and Chief Marketing Officer, with responsibility for Brand and Customer Experience.
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Both Fenner and Schroeter will report to CEO Jimmy Dempsey.
Trevor Stedke, Senior Vice President, Operations, and Alex Clerc, Senior Vice President, Customers, will be leaving the company, effective November 13, 2026.
“I want to express my sincere gratitude to Trevor and Alex for their dedication and contributions to Frontier,” said Dempsey. “We thank them for their contributions and wish them continued success.”
About Frontier Airlines
Frontier Airlines, Inc. (Nasdaq: ULCC) is a value-focused airline operating one of the youngest and most fuel-efficient fleets in the United States. With a growing network and continued investment in product upgrades, including the introduction of Starlink, the fastest Wi-Fi in the sky, first-class seating and enhanced loyalty benefits, Frontier is giving customers more comfort, flexibility, and rewards while keeping fares low.
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
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